DRAFT RED HERRING PROSPECTUS

Dated: August 9, 2018

(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer

DODLA DAIRY LIMITED

Our Company was incorporated as Dodla Dairy Limited (“DDL”) pursuant to a certificate of incorporation issued on May 15, 1995 by the Registrar of Companies, Andhra Pradesh at Hyderabad,
(“RoC”), as a public limited company under the Companies Act, 1956. Subsequently, a certificate of commencement of business was issued to our Company on May 23, 1995 by the RoC. For
further details in relation to our Company, see “History and Certain Corporate Matters” on page 156.
Registered and Corporate Office: 8-2-293/82/A/270-Q, Road No. 10-C, Jubilee Hills, Hyderabad, 500 033, Telangana, India
Tel: +91 40 4546 7777; Fax: +91 40 4546 7788
Contact Person: Ruchita Malpani, Company Secretary and Compliance Officer; E-mail: [email protected]; Website: www.dodladairy.com
Corporate Identity Number: U15209TG1995PLC020324
OUR PROMOTERS: DODLA SUNIL REDDY, DODLA SESHA REDDY AND DODLA FAMILY TRUST
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `10 EACH (“EQUITY SHARES”) OF DODLA DAIRY LIMITED (“COMPANY” OR “ISSUER”) FOR CASH
AT A PRICE OF `[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[●] PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING UP TO `[●] MILLION (“OFFER”).
THE OFFER COMPRISES A FRESH ISSUE OF [●] EQUITY SHARES AGGREGATING UP TO `1,500 MILLION AND AN OFFER FOR SALE OF UP TO 9,543,770 EQUITY SHARES CONSISTING
OF UP TO 7,820,589 EQUITY SHARES BY TPG DODLA DAIRY HOLDINGS PTE LTD (“INVESTOR SELLING SHAREHOLDER”) AND UP TO 1,723,181 EQUITY SHARES BY DODLA DEEPA
REDDY (“INDIVIDUAL SELLING SHAREHOLDER”, AND TOGETHER WITH THE INVESTOR SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”, AGGREGATING UP TO
`[●] MILLION (“OFFER FOR SALE”). THE OFFER WILL CONSTITUTE [●]% OF THE FULLY DILUTED POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF EQUITY SHARES IS `10 EACH. THE PRICE BAND, DISCOUNTS AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING
SHAREHOLDERS IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●], ALL EDITIONS OF [●] AND ALL EDITIONS OF [●] (WHICH ARE
WIDELY CIRCULATED ENGLISH, HINDI AND TELUGU DAILY NEWSPAPERS RESPECTIVELY, (TELUGU BEING THE REGIONAL LANGUAGE OF TELANGANA, WHERE OUR
REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND
NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE
WEBSITES. THE FACE VALUE OF THE EQUITY SHARES IS `10 EACH AND THE OFFER PRICE IS [●] TIME THE FACE VALUE OF THE EQUITY SHARES.
In case of any revision in the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/ Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the respective websites
of the BRLMs and at the terminals of the other members of the Syndicate and by intimation to SCSBs, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”). The Offer is being made through the Book Building Process, in compliance with Regulation 26(1) of
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), wherein not more than 50% of the Offer shall be allocated on a proportionate
basis to QIBs (“QIB Portion”), provided that our Company and the Selling Shareholders in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor
Portion”) out of which at least one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price.
In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis
to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being
received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the
remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall
be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders, other than Anchor Investors, shall mandatorily
participate in this Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”).
Anchor Investors are not permitted to participate in the Offer through ASBA Process. For details, see “Offer Procedure” on page 347.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public offer of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 and the Floor Price is [●] times the face value and the Cap Price
is [●] times the face value. The Offer Price (determined and justified by our Company and the Selling Shareholders in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way
of the Book Building Process, as stated under “Basis for Offer Price” on page 89) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding
an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read
the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity
Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus.
Specific attention of the investors is invited to “Risk Factors” on page 14.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context
of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
Each of the Selling Shareholders severally, and not jointly, accepts responsibility for and confirms that the statements specifically made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus solely to the
extent of information specifically pertaining to itself and its portion of the Equity Shares offered by it in the Offer for Sale, are true and correct in all material aspects and are not misleading in any material respect. The Selling
Shareholders, severally and not jointly, assume no responsibility for any other statements, including, inter alia, any of the statements made by or relating to the Company or its business or the other Selling Shareholder in this Draft
Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant
to letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to the RoC in
accordance with Section 26(4) of the Companies Act 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material
Contracts and Documents for Inspection” on page 475.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Edelweiss Financial Services Limited ICICI Securities Limited Karvy Computershare Private Limited
14th Floor, Edelweiss House ICICI Centre, Karvy Selenium Tower-B”
Off CST Road, Kalina H.T. Parekh Marg Plot No. 31-32, Gachibowli, Financial District
Mumbai 400 098 Churchgate, Mumbai 400 020 Nanakramguda, Hyderabad, 500 032
Maharashtra, India Maharashtra, India Tel: +91 40 6716 2222
Tel: + 91 22 4009 4400 Tel: +91 22 2288 2460 Fax: +91 40 6716 1551
Fax: +91 22 4086 3610 Fax: +91 22 2282 6580 E-mail: [email protected]
E-mail: [email protected] E-mail: [email protected] Investor grievance E-mail: [email protected]
Investor grievance e-mail: [email protected] Investor grievance E-mail: [email protected] Website: www.karisma.karvy.com
Website: www.edelweissfin.com Website: www.icicisecurities.com Contact Person: Murali Krishna M
Contact Person: Nishita John / Tanya Rizvi Contact Person: Arjun A Mehrotra / Rishi Tiwari SEBI Registration No.: INR000000221
SEBI Registration No.: INM0000010650 SEBI Registration No.: INM000011179
BID/ OFFER PROGRAMME
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)
(1)
Our Company and the Selling Shareholders in consultation with the BRLMs may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding
Date shall be one Working Day prior to the Bid/ Offer Opening Date; and
(2)
Our Company and the Selling Shareholders in consultation with the BRLMs may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the
SEBI ICDR Regulations
 TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................................... 3

DEFINITIONS AND ABBREVIATIONS ............................................................................................................................. 3
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION .................................................................................................................................... 11
FORWARD-LOOKING STATEMENTS ............................................................................................................................ 13
SECTION II: RISK FACTORS ............................................................................................................................................. 14
SECTION III: INTRODUCTION.......................................................................................................................................... 40
SUMMARY OF INDUSTRY .............................................................................................................................................. 40
SUMMARY OF OUR BUSINESS ...................................................................................................................................... 47
SUMMARY OF FINANCIAL INFORMATION ................................................................................................................ 52
THE OFFER......................................................................................................................................................................... 62
GENERAL INFORMATION .............................................................................................................................................. 63
CAPITAL STRUCTURE ..................................................................................................................................................... 69
OBJECTS OF THE OFFER ................................................................................................................................................. 81
BASIS FOR OFFER PRICE................................................................................................................................................. 89
STATEMENT OF TAX BENEFITS .................................................................................................................................... 92
SECTION IV: ABOUT OUR COMPANY ............................................................................................................................ 96
INDUSTRY OVERVIEW ................................................................................................................................................... 96
OUR BUSINESS................................................................................................................................................................ 136
REGULATIONS AND POLICIES .................................................................................................................................... 151
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................... 156
OUR MANAGEMENT ...................................................................................................................................................... 162
OUR PROMOTER AND PROMOTER GROUP ............................................................................................................... 176
OUR GROUP COMPANIES ............................................................................................................................................. 179
RELATED PARTY TRANSACTIONS............................................................................................................................. 182
DIVIDEND POLICY ......................................................................................................................................................... 183
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 184
FINANCIAL STATEMENTS............................................................................................................................................ 184
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................... 300
FINANCIAL INDEBTEDNESS ........................................................................................................................................ 319
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 321
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS......................................................................... 321
GOVERNMENT AND OTHER APPROVALS ................................................................................................................ 325
OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................................................................... 328
SECTION VII: OFFER INFORMATION .......................................................................................................................... 341
TERMS OF THE OFFER ................................................................................................................................................... 341
OFFER STRUCTURE ....................................................................................................................................................... 344
OFFER PROCEDURE ....................................................................................................................................................... 347
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 384
SECTION IX: OTHER INFORMATION ........................................................................................................................... 475
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................... 475
DECLARATION ............................................................................................................................................................... 477

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 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies
shall be to such legislation, act or regulation, rules, guidelines and policies as amended from time to time. In case of any
inconsistency between the definitions given below and the definitions contained in the General Information Document, the
definitions given below shall prevail. The words and expressions used but not defined herein shall have the meaning as is assigned
to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations
made thereunder, unless the context otherwise indicates or implies.

Notwithstanding the foregoing, the terms not defined but used in “Our Business” “Statement of Tax Benefits”, “Financial
Statements”, “Outstanding Litigation and Material Developments” and “Main Provisions of Articles of Association” on pages
136, 92,184,321 and 384, respectively, shall have the meanings ascribed to such terms in these respective sections.

General Terms

Term Description
“our Company”, “the Dodla Dairy Limited, a public limited company incorporated under the Companies Act, 1956 and having its
Company”, “DDL” or “the registered office at 8-2-293/82/A/270-Q, Road No. 10-C, Jubilee Hills, Hyderabad, 500 033, Telangana, India
Issuer”
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company together with its Subsidiaries

Company and Selling Shareholders Related Terms

Term Description
Articles of Association/ AoA Articles of Association of our Company, as amended
Audit Committee The audit committee of our Company as described in “Our Management” on page 168
Auditor/Statutory Auditors Statutory auditors of our Company, namely, B S R & Associates LLP
Board/ Board of Directors Board of Directors of our Company, including a duly constituted committee thereof
Chairman The chairman of our Company, namely Dodla Sesha Reddy
Chief Financial Officer The chief financial officer of our Company
Compliance Officer The company secretary and compliance officer of our Company
CRISIL Report Report titled “Assessment of the Indian Dairy Industry” dated August 3, 2018 issued by CRISIL Limited
CSR Committee The corporate social responsibility committee of our Board as described in “Our Management” on page 172
DDL Dodla Dairy Limited
DHPL Dodla Holdings Pte. Limited
DDKL Dodla Dairy Kenya Limited
Director(s) Director(s) of our Company
Dodla Family Trust The family trust formed pursuant to a trust deed dated May 11, 2018
Edelweiss Edelweiss Financial Services Limited
Equity Shares Equity Shares of our Company of face value of `10 each
Executive Director The executive directors of our Company
ESOP Plan Dodla Dairy Limited Employees Stock Option Plan 2018
GVC/Associate Company Global Vetmed Concepts India Private Limited
Group Company, its Subsidiaries and Associate Company
Group Companies The Group Companies of our Company, as covered under the applicable accounting standards and other
companies as considered material by our Board, if any, in accordance with the materiality policy dated July 13,
2018. For details see “Group Companies” on page 179
Individual Selling Dodla Deepa Reddy
Shareholder
Investor Selling Shareholder TDDHPL
Independent Director The non-executive, independent directors of our Company
IPO Committee IPO Committee of our Board as described in “Our Management” on page 172
I-Sec ICICI Securities Limited
Key Management Personnel Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations and
Section 2(51) of the Companies Act, 2013 and as disclosed in “Our Management” on page 174
LDL Lakeside Dairy Limited
Managing Director/MD The managing director of our Company, Dodla Sunil Reddy
Materiality Policy Materiality Policy of our Company adopted pursuant to a resolution of our Board dated July 13, 2018
Memorandum of Memorandum of Association of our Company, as amended
Association/ MoA
Nomination, Remuneration The nomination, remuneration and compensation committee of our Board as described in “Our Management”
and Compensation on page 171
Committee
Promoters The promoters of our Company namely, Dodla Sunil Reddy, Dodla Sesha Reddy and Dodla Family Trust

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 Term Description
Promoter Group Persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(zb) of the
SEBI ICDR Regulations. For details, see “Our Promoter and Promoter Group” on page 178
Registered Office Registered and corporate office of our Company located at 8-2-293/82/A/270-Q, Road No 10-C, Jubilee Hills,
Hyderabad, 500 033, Telangana, India
Registrar of Companies/ RoC Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad
Restated Consolidated The audited and restated consolidated financial information of our Company, along with our Subsidiaries for
Financial Information the Fiscals 2018, 2017, 2016, 2015 and 2014 (presented in accordance with Ind AS) which comprises the
restated consolidated balance sheet, the restated consolidated statement of profit and loss, the restated
consolidated cash flow statement and the restated consolidated statement of change in equity and notes thereto
Restated Financial The Restated Standalone Financial Information and the Restated Consolidated Financial Information
Information
Restated Standalone The audited and restated consolidated financial Information of our Company for the Fiscals 2018, 2017, 2016,
Financial Information 2015 and 2014 (presented in accordance with Ind AS); which comprises the restated consolidated balance sheet,
the restated consolidated statement of profit and loss, the restated consolidated cash flow statement and the
restated consolidated statement of change in equity and notes thereto
Shareholders Equity shareholders of our Company from time to time
Shareholders’ Agreement Shareholders agreement dated May 2, 2017 entered into between our Company, Dodla Sunil Reddy, Dodla
Sesha Reddy, Dodla Subba Reddy, Dodla Girija Reddy, Dodla Deepa Reddy, D Padmavathamma and TPG
Dodla Dairy Holdings Pte. Ltd. as amended by amendment agreement executed on July 12, 2017 between our
Company, our Promoters and TPG and by the second amendment agreement executed on July 13, 2018 between
our Company, TPG and the Listed Persons described in “History and Certain Corporate Matters” on page 160
Stakeholders’ Relationship The stakeholders’ relationship committee of the Board described in “Our Management” on page 170
Committee
Subsidiaries The subsidiaries of our Company, namely (i) DHPL (ii) DDKL, and (iii) LDL
TDDHPL TPG Dodla Dairy Holdings Pte. Ltd.

Offer Related Terms

Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary(ies) to a Bidder as proof of registration of the Bid/
Bid cum Application Form
Allot/ Allotment/ Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and transfer of
the Equity Shares by the Selling Shareholders pursuant to the Offer for Sale to Allottees
Allottee A successful Bidder to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to the successful Bidders who have been or are to be Allotted the
Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements
specified in the SEBI ICDR Regulations and the Red Herring Prospectus
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Herring Prospectus
Price and the Prospectus, which will be decided by our Company and the Selling Shareholders in consultation with
the BRLMs
Anchor Investor Application Form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which will be considered
Form as an application for Allotment in terms of the Red Herring Prospectus and Prospectus
Anchor Investor Bidding The day, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall be
Date submitted and allocation to Anchor Investors shall be completed
Anchor Investor Escrow Account opened with the Escrow Collection Bank and in whose favour the Anchor Investors will transfer money
Account through NACH/NECS/direct credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid
Anchor Investor Form The form used by an Anchor Investor to Bid in the Anchor Investor Portion in accordance with the requirements
specified under the SEBI ICDR Regulations and the Red Herring Prospectus
Anchor Investor Offer Price Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red Herring
Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than
the Cap Price

The Anchor Investor Offer Price will be decided by our Company and the Selling Shareholders in consultation
with the BRLMs
Anchor Investor Pay-in Date In case of the Anchor Investor Offer Price being higher than the Anchor Investor Allocation Price, the date as
mentioned in the CAN but not later than two Working Days after the Bid/ Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion or [●] Equity Shares which may be allocated by our Company and the Selling
Shareholders in consultation with the BRLMs, to Anchor Investors on a discretionary basis in accordance with
the SEBI ICDR Regulations

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price
Application Supported by An application, whether physical or electronic, used by Bidders, other than Anchor Investors, to make a Bid
Blocked Amount or ASBA authorising an SCSB to block the Bid Amount in the relevant ASBA Account
ASBA Account An account maintained with an SCSB and specified in the ASBA Form submitted by ASBA Bidders for blocking
the Bid Amount mentioned in the ASBA Form

4
 Term Description
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder(s) Bidders (other than Anchor Investors) in the Offer who intend to submit their Bid through the ASBA process
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to make Bids which will be
considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Public Offer Account Bank(s) and the Refund Bank(s) in this
case being [●]
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer and which is described in
“Offer Procedure” on page 375
Bid An indication to make an offer during the Bid/ Offer Period by a Bidder (other than Anchor Investors), or on
the Anchor Investor Bidding Date by an Anchor Investor pursuant to submission of the Bid cum Application
Form to subscribe to or purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations

The term “Bidding” shall be construed accordingly

Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, which shall be notified in all editions of the English national daily
newspaper [●], all editions of the Hindi national daily newspaper [●], and all editions of the Telugu daily
newspaper [●], (Telugu being the regional language of Telangana where our Registered Office is located), each
with wide circulation. Our Company and the Selling Shareholders may, in consultation with the BRLMs,
consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in
accordance with the SEBI Regulations which shall also be notified by advertisement in the same newspapers
where the Bid/ Offer Opening Date was published, in accordance with the SEBI ICDR Regulations
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum
Application Form and unless otherwise stated or implied, includes an Anchor Investor
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the Bidder or
blocked in the ASBA Account of the Bidder as the case may be, upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context may require
Bid Lot [●] Equity Shares
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids for the Offer, which shall be notified in all editions of the English
national daily newspaper [●], all editions of the Hindi national daily newspaper [●], and all editions of the
Telugu daily newspaper [●], (Telugu being the regional language of Telangana where our Registered Office is
located), each with wide circulation.
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date and the Bid/ Offer
Closing Date, inclusive of both days, during which Bidders can submit their Bids, including any revisions thereof
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e. Designated Branches for
SCSBs, Specified Locations for the Syndicate, Brokers Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in terms of which the Offer
is being made
Book Running Lead The book running lead managers to the Offer namely, Edelweiss and I-Sec
Managers or BRLMs
Broker Centres Centers notified by the Stock Exchanges where Bidders can submit ASBA Forms to Registered Brokers

The details of such Broker Centres, along with the names and contact details of the Registered Brokers are
available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com)
CAN/ Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been allocated the
Allocation Note Equity Shares, after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor Offer Price will not be
finalised and above which no Bids will be accepted (including any revisions thereof)
Cash Escrow Agreement The agreement dated [●] amongst our Company, the Selling Shareholders, the Registrar to the Offer, the
BRLMs, the Syndicate Members, the Escrow Collection Bank(s) and the Refund Bank(s) for collection of the
Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account and where applicable, refunds
of the amounts collected from Bidders, on the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to demat account
Collecting Depository A depository participant as defined under the Depositories Act, 1996 and registered with SEBI, who is eligible
Participant or CDP to procure Bids at the Designated CDP Locations in terms of circular no. CIR/ CFD/ POLICYCELL/ 11/ 2015
dated November 10, 2015 issued by SEBI as per the list available on the websites of the BSE and the NSE
Cut-Off Price Offer Price, which shall be any price within the Price Band finalised by our Company and the Selling
Shareholders in consultation with the BRLMs

Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are
not entitled to Bid at the Cut-off Price
Demographic Details The demographic details of the Bidders such as their respective addresses, occupation, PAN, name of the
Bidder’s father/ husband, investor status, MICR Code and bank account details
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the website of
SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, updated
from time to time, or at such other website as may be prescribed by SEBI from time to time

5
 Term Description
Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms, a list of which, along with
names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available
on the websites of the respective Stock Exchanges (www.bseindia.com and https:// www.nseindia.com)
Designated Date The date on which the Escrow Collection Banks transfer funds from the Anchor Investor Escrow Account, and
the SCSBs transfer funds from the ASBA Accounts, to the Public Offer Account or the Refund Account, as
appropriate, after the filing of the Red Herring Prospectus with the RoC
Designated Intermediaries Collectively, members of the Syndicate, sub-Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and
RTAs, who are authorised to collect ASBA Form from the ASBA Bidders, in relation to the Offer
Designated RTA Locations Such locations of the RTAs where ASBA Bidders can submit the ASBA Forms. The details of such Designated
RTA locations, along with names and contact details of the RTAs are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Stock Exchange [●]
Draft Red Herring This draft red herring prospectus dated August 9, 2018, issued in accordance with the SEBI ICDR Regulations,
Prospectus or DRHP which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size
of the Offer, including any addendum or corrigenda thereto
Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer / invitation under the Offer
and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation
to subscribe to the Equity Shares
Eligible NRIs NRIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer
and in relation to whom the Bid cum Application Form and the Red Herring Prospectus will constitute an
invitation to purchase the Equity Shares
Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an offer and with whom the Escrow
Account will be opened, in this case being [●]
First/ sole Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in case of joint
Bids, whose name appears as the first holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the Offer Price and the
Anchor Investor Offer Price will be finalised and below which no Bids will be accepted and which shall not be
less than the face value of Equity Shares
Fresh Issue The fresh issue of up to [] Equity Shares aggregating up to `1,500 million by our Company
General Information The General Information Document for investing in public offers, prepared and issued in accordance with the
Document/ GID circular (CIR/ CFD/ DIL/ 12/ 2013) dated October 23, 2013 notified by SEBI, and updated pursuant to the
circular (CIR/ CFD/ POLICYCELL/ 11/ 2015) dated November 10, 2015, the circular (CIR/ CFD/ DIL/ 1/ 2016)
dated January 1, 2016 and (SEBI/ HO/ CFD/ DIL/ CIR/ P/ 2016/ 26) dated January 21, 2016 and
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 notified by SEBI and included in “Offer
Procedure” on page 357
Monitoring Agency [●]
Mutual Fund Portion 5% of the Net QIB Portion, excluding the the Anchor Investor Portion, or [] Equity Shares which shall be
available for allocation to Mutual Funds only, subject to valid Bids being received at or above the Offer Price
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses

For further information about use of the Offer proceeds and the Offer expenses, see “Objects of the Offer” on
page 81
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors
Non-Institutional Bidders All Bidders, that are not QIBs or Retail Individual Investors, who have Bid for Equity Shares for an amount of
more than `200,000 but not including NRIs other than Eligible NRIs
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity Shares which shall be
available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received
at or above the Offer Price
Non-Resident A person resident outside India, as defined under FEMA and includes FPIs, NRIs and FVCIs
Offer The initial public offer of up to [●] Equity Shares for cash at a price of `[●], aggregating up to `[●] million
comprising the Fresh Issue and the Offer for Sale
Offer Agreement The agreement dated August 9, 2018 amongst our Company, the Selling Shareholders and the BRLMs, pursuant
to which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale of up to 9,543,770 Equity Shares aggregating up to `[●] million by the Selling Shareholders
for a cash price of `[●] per Equity Share including a share premium of `[●] per Equity Share aggregating to
`[●] million

For further details in relation to Selling Shareholders, see “The Offer” on page 62
Offer Price The final price at which Equity Shares will be Allotted in terms of the Red Herring Prospectus

The Offer Price will be decided by our Company and the Selling Shareholders in consultation with the BRLMs
on the Pricing Date in accordance with the Book Building Process and the Red Herring Prospectus
Offered Shares Equity Shares held by the Selling Shareholders and offered for sale in the Offer
Price Band Price band of a minimum price of `[●] per Equity Share (Floor Price) and the maximum price of `[●] per Equity
Share (Cap Price) including any revisions thereof

6
 Term Description

The Price Band and the minimum Bid Lot size for the Offer will be decided by our Company and the Selling
Shareholders in consultation with the BRLMs and will be advertised at least five Working Days prior to the Bid/
Offer Opening Date, in all editions of the English national daily newspaper [●], all editions of the Hindi national
daily newspaper [●] and all editions of the Telugu daily newspaper [●], (Telugu being the regional language of
Telangana where our Registered Office is situated), each with wide circulation at least five Working Days prior
to the Bid/Offer Opening Date with the relevant financial ratios calculated at the Floor Price and at the Cap
Price, and shall be made available to the Stock Exchanges for the purpose of uploading on their respective
websites
Pricing Date The date on which our Company and the Selling Shareholders in consultation with the BRLMs, will finalise the
Offer Price
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of the
Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Offer Price, the size of the
Offer and certain other information, including any addenda or corrigenda thereto
Public Offer Account(s) Account(s) to be opened with the Public Offer Account Bank(s) under Section 40(3) of the Companies Act,
2013, to receive monies from the Anchor Investor Escrow Account and ASBA Accounts on the Designated Date
Public Offer Account The bank(s) with whom the Public Offer Account(s) shall be opened and maintained in this case being [●]
Bank(s)
QIB Portion Portion of the Offer (including the Anchor Investor Portion) amounting to 50% of the Offer being [●] Equity
Shares, which shall be available for allocation to QIBs, including the Anchor Investors, subject to valid Bids
being received at or above the Offer Price
Qualified Institutional Qualified Institutional Buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations
Buyers or QIBs
Red Herring Prospectus or The red herring prospectus to be issued in accordance with Section 32 of the Companies Act, 2013 and the SEBI
RHP ICDR Regulations, which will not have complete particulars of the price at which the Equity Shares shall be
allotted and the size of the Offer(including any addenda or corrigenda thereto) and which shall be filed with the
RoC at least three Working Days before the Bid/ Offer Opening Date and will become the Prospectus upon
filing with the RoC on or after the Pricing Date
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid
Amount shall be made to Bidders
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case being [●]
Refunds through electronic Refunds through NACH, direct credit, NEFT, RTGS or unblocking ASBA Accounts, as applicable
transfer of funds
Registered Brokers Stock brokers registered with SEBI and the stock exchanges having nationwide terminals, other than the
Members of the Syndicate and eligible to procure Bids at the Broker Centres in terms of Circular No. CIR/ CFD/
14/ 2012 dated October 4, 2012 issued by SEBI
Registrar Agreement The agreement dated August 7, 2018, entered into amongst our Company, the Selling Shareholders and the
Registrar to the Offer, in relation to the responsibilities and obligations of the Registrar to the Offer pertaining
to the Offer
Registrar to the Offer/ Karvy Computershare Private Limited
Registrar
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated RTA
Agents or RTAs Locations in terms of circular no. CIR/ CFD/ POLICYCELL/ 11/ 2015 dated November 10, 2015 issued by
SEBI
Retail Individual Bidder(s)/ Bidders (including HUFs applying through their kartas and Eligible NRIs) whose Bid Amount for Equity Shares
Retail Individual Investor(s)/ in the Offer is not more than `200,000 in any of the bidding options in the Offer
RII(s)/ RIB(s)
Retail Portion The portion of the Offer being not less than 35% of the Offer or [●] Equity Shares, available for allocation to
Retail Individual Bidders in accordance with the SEBI ICDR Regulations
Revision Form Form used by the Bidders, to modify the quantity of the Equity Shares or the Bid Amount in any of their Bid
cum Application Forms or any previous Revision Form(s), as applicable

QIB Bidders and Non-Institutional Bidders are not allowed to modify their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids during the Bid/ Offer
Period and withdraw their Bids until the Bid/ Offer Closing Date
Self-Certified Syndicate The banks registered with SEBI, which offer the facility of ASBA, a list of which is available on the website of
Bank(s) or SCSB(s) SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time
Selling Shareholders Collectively, the Investor Selling Shareholder and Individual Selling Shareholder.
Share Escrow Agent Share escrow agent appointed pursuant to the Share Escrow Agreement, in this case being, [●]
Share Escrow Agreement The agreement dated [●] amongst the Selling Shareholders, our Company and the Share Escrow Agent in
connection with the deposit of the Equity Shares by the Selling Shareholders in a share escrow account and
credit of such Equity Shares to the demat account of the Allottees in accordance with the Basis of Allotment
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms a list of which is included in the ASBA Form
Stock Exchanges BSE and the NSE
Sub-Syndicate centres The sub-Syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect Bid cum
Application Forms and Revision Forms

7
 Term Description
Syndicate Agreement The agreement dated [●] amongst the BRLMs, the Syndicate Members, our Company and the Selling
Shareholders in relation to the collection of Bid cum Application Forms by the Syndicate
Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, namely, [●]
Syndicate or Members of the The BRLMs and the Syndicate Members
Syndicate
Underwriters [●]
Underwriting Agreement The agreement dated [●] among the Underwriters, our Company and the Selling Shareholders to be entered into
on or after the Pricing Date but prior to filing of Prospectus
Working Day All days other than second and fourth Saturdays of the month, Sundays or public holidays, on which commercial
banks in Mumbai are open for business; provided however, with reference to (a) the time period between the
announcement of Price Band the Bid/ Offer Closing Date, ‘Working Day’ shall mean all days, except Saturday,
Sunday and public holidays on which commercial banks in Mumbai are open for business; and (b) the time
period between the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, shall
mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular SEBI/
HO/ CFD/ DIL/ CIR/ P/ 2016/ 26 dated January 21, 2016

Technical/ Industry Related Terms/ Abbreviations/ Terms relating to our business

Term Description
CBM Continuous butter making
CIP Cleaning in place
DDCC Dodla Dairy Collection Centre
FSSA Food Safety and Standards Act, 2006
FSSAI Food Safety and Standards Authority of India
gms grams
GPRS General packet radio service
kgs Kilograms
MCC Motor control centers
ml Millilitre
MLPD Million litres per day
LDPE Low Density Poly Ethylene
PLC Programmable logic controller systems
SKUs Stock keeping units
SNF Solid not fat
SMP Skimmed milk powder
SCADA System Supervisory control and data acquisition system
UNBS Uganda National Bureau of Standards
UHT Ultra high temperature processing
VAPs Value added products
VFD Variable frequency drives

Conventional and General Terms or Abbreviations

Term Description
`/ Rs./ Rupees/ INR Indian Rupees
AGM Annual general meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the SEBI MF Regulations
Average capital employed Average of (net worth + net debt) of current and previous Fiscal, unless specifically stated
Average net worth Average of closing net worth of current and previous Fiscal, unless specifically stated
Average receivables Average of current year and previous year closing receivables, unless specifically stated
AS/ Accounting Standards Accounting standards issued by the ICAI
Bn/ bn Billion
BSE BSE Limited
CAGR (Ending value/beginning value)^(1/no. of periods)-1, unless specifically stated
Category I FPIs Category I FPIs as prescribed under the SEBI FPI Regulation
Category II FPIs Category II FPIs as prescribed under the SEBI FPI Regulation
Category III FPIs Category III FPIs as prescribed under the SEBI FPI Regulation
Cash conversion cycle Inventory days + receivable days – payable days, unless specifically stated
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act Companies Act, 1956 and Companies Act, 2013, as applicable
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon
notification of the sections of the Companies Act, 2013) along with the relevant rules made thereunder
Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the notified sections, along with the
relevant rules made thereunder
Depositories Collectively, the NSDL and the CDSL

8
 Term Description
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion
DP ID Depository Participant’s Identification
DP/ Depository Participant A depository participant as defined under the Depositories Act
EBIT Revenue from operations – (cost of materials consumed + purchases of stock-in-trade + Changed in inventories
of finished goods, stock-in-trade and work-in-progress + Employee benefits expenses+ other expenses +
depreciation and amortization)
EBITDA Revenue from operations – (cost of materials consumed + purchases of stock-in-trade + Changed in inventories
of finished goods, stock-in-trade and work-in-progress + Employee benefits expenses+ other expenses), unless
specifically stated
ECB External Commercial Borrowing
EGM Extraordinary General Meeting
EPS Earnings Per Share
Equity Listing Agreement Listing Agreement to be entered into with the Stock Exchanges on which the Equity Shares are to be listed in
the form prescribed under applicable law
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DIPP through notification dated August 28, 2017
effective from August 28, 2017
FEMA Foreign Exchange Management Act, 1999, as amended, read with rules and regulations thereunder
Fiscal/Financial Year Unless stated otherwise, the period of 12 months ending March 31 of that particular year
FIPB The erstwhile Foreign Investment Promotion Board
FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI Regulations
FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI Regulations
GDP Gross Domestic Product
GIR General Index Register
GoI/ Government Government of India
GST Goods and Services Tax
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
IFSC Indian Financial System Code
IFRS International Financial Reporting Standards
IPC The Indian Penal Code, 1860, as amended
Income Tax Act The Income Tax Act, 1961
India Republic of India
Ind AS Indian Accounting Standards (Ind AS)
Indian Accounting Standard The Companies (Indian Accounting Standards) Rules, 2015
Rules/Ind AS Rules
Indian GAAP Generally Accepted Accounting Principles in India
IPO Initial public offering
IRDA Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information Technology
KPI Key performance indicator
MCA Ministry of Corporate Affairs, Government of India
MoU Memorandum Of Understanding
Mn/ mn Million
N.A./ NA Not Applicable
NAV Net Asset Value
NACH National Automated Clearing House
NEFT National Electronic Fund Transfer
Net debt Long term bowing + short term borrowing + current maturities of long term debt – cash and cash equivalents –
current investments, unless specifically stated
NR Non-Resident
NRE Account Non-Resident External accounts
NRI A person resident outside India, who is a citizen of India or a person of Indian origin, and shall have the meaning
ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2000
NRO Account Non-Resident Ordinary accounts
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB/ Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least
Body 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by
NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date
had taken benefits under the general permission granted to OCBs under FEMA. OCBs are not allowed to invest
in the Offer

9
 Term Description
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended
Receivable days (Average receivables of current and last fiscal year*365)/(total revenue from operations), unless specifically
stated
Return on equity/ROE Profit after tax/Average net worth, unless specifically stated
Return on capital EBIT/Average capital employed, unless specifically stated
employed/ROCE
RHP Red Herring Prospectus
RTGS Real Time Gross Settlement
Sales Revenue from operations for current Fiscal
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012, as amended
SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015,
as amended
SEBI Mutual Fund Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended
Regulations
SEBI Portfolio Manager Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993, as amended
Regulations
SEBI Stock Broker Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992, as amended
Regulations
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended
Securities Act U.S. Securities Act, 1933
Stamp Act Indian Stamp Act, 1899
State Government The government of a state in India
Stock Exchanges Collectively, the BSE and the NSE
Systemically Important A non-banking financial company registered with the Reserve Bank of India and having a net-worth of more
NBFC than `5,000 million as per the last audited financial statements
STT Securities Transaction Tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
TAN Tax deduction account number
U.S./ USA/ United States United States of America
USD/ US$ United States Dollars
VAT Value Added Tax
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF Regulations
Wilful Defaulter A person or an entity declared as a wilful defaulter by any bank or financial institution or consortium thereof in
accordance with the guidelines on wilful defaulters issued by the RBI

10
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references in this Draft Red Herring Prospectus to “India” are to
the Republic of India, all references to “USA”, “US” and “United States” are to the United States of America together with its
territories and possessions.

Unless the context requires otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers
of this Draft Red Herring Prospectus.

Financial Data

Unless stated otherwise or unless the context requires otherwise, and to the extent applicable, the financial data in this Draft Red
Herring Prospectus is derived from our Restated Financial Information prepared in accordance with the Companies Act and Ind
AS and restated in accordance with the SEBI ICDR Regulations and included elsewhere in this Draft Red Herring Prospectus.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due
to rounding off. All figures in decimals and all percentage figures, unless otherwise specified, have been rounded off to the second
decimal place and accordingly there may be consequential changes in this Draft Red Herring Prospectus on account of rounding
adjustments.

Our Company’s Fiscal commences on April 1 and ends on March 31 of the next year; accordingly, all references to a particular
“Fiscal”, unless stated otherwise, are to the 12 month period ended on March 31 of that year.

There are significant differences between Indian GAAP, Ind AS, and IFRS. Our Company does not provide reconciliation of its
financial information to IFRS. Our Company has not attempted to explain those differences or quantify their impact on the financial
data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences
and their impact on our financial data. Accordingly, the degree to which the financial information included in this Draft Red
Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting policies and practices, the Companies Act, the Indian GAAP, Ind AS and the SEBI ICDR Regulations. Any reliance
by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this Draft Red
Herring Prospectus should accordingly be limited.

On February 16, 2015, the Ministry of Corporate Affairs issued the Ind AS Rules for the purpose of enacting changes to Indian
GAAP that are intended to align Indian GAAP further with IFRS. The Ind AS Rules provide that the financial statements of the
companies to which they apply shall be prepared in accordance with the Indian Accounting Standards converged with IFRS,
although any company may voluntarily implement Ind AS for the accounting period beginning from April 01, 2015. Pursuant to
SEBI circular number SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016, our restated financial information for the Fiscals
2018, 2017, 2016, 2015 and 2014 included in this Draft Red Herring Prospectus has been prepared under the Ind AS.

Unless the context otherwise requires, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations” on pages 14, 136 and 300 respectively, and elsewhere
in this Draft Red Herring Prospectus, to the extent applicable, have been calculated on the basis of our Restated Financial
Information prepared in accordance with the Companies Act and Ind AS and restated in accordance with the SEBI ICDR
Regulations.

Currency and Units of Presentation

All references to:

 “Rupees” or “`” or “INR” or “Rs.” are to the Indian Rupee, the official currency of the Republic of India.

 “US$” or “USD” are to the United States Dollar, the official currency of the United States.

 “Euro” or “EUR” or “€” are to Euro, the official currency of the European Union.

 “SGD” is to the Singapore Dollar, the official currency of Singapore.

 “KES” is to the Kenyan Shilling, the official currency of Republic of Kenya.

 “UGX” is to the Ugandan Shilling, the official currency of Republic of Uganda.

11
Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million” or “billion” units, or
in absolute number where the number have been too small to present in million unless as stated, otherwise, as applicable. One
million represents 1,000,000, one billion represents 1,000,000,000 and one crore represents 10,000,000. However, figures sourced
from third party industry sources may be expressed in denominations other than millions or may be rounded off to other than two
decimal points in the respective sources, and such figures have been expressed in this Draft Red Herring Prospectus in such
denominations or rounded off to such number of decimal points as prescribed in such respective sources.

Exchange Rates

This Draft Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that
these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and the
USD (in Rupees per USD):

Currency As on March 31, As on March 31, As on March 31, As on March 31, 2017(1) As on March 31, 2018(1)
2014(1) 2015(1) 2016(1)

1 USD 60.10 62.59 66.33 64.84 64.92

(Source: RBI website)
(1) In the event that March 31, of any of the respective years is a public holiday, the previous calendar day not being a public holiday has been considered

Industry and Market Data

The sections “Summary of Industry”, “Summary of our Business”, “Industry Overview”, “Our Business” and “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations” of this Draft Red Herring Prospectus contain data
and statistics from the report titled “Assessment of the Indian Dairy Industry” prepared by CRISIL Limited, dated August 3, 2018,
which is subject to the following disclaimer:

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report) based
on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not guarantee the
accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or for the completeness
of the Data / Report and is not responsible for any errors or omissions or for the results obtained from the use of Data / Report.
This Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be
construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation.
CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of this Report.
Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or intending to
provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its
business activities in this regard. Dodla Dairy Limited will be responsible for ensuring compliances and consequences of non-
complainces for use of the Report or part thereof outside India. CRISIL Research operates independently of, and does not have
access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may,
in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL
Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published/reproduced in any form without
CRISIL’s prior written approval.”

In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page 89 includes information relating to our peer group
companies. Such information has been derived from publicly available sources, and neither we, the Selling Shareholders nor the
BRLMs have independently verified such information.

The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which the business of our Company is conducted, and methodologies and assumptions may vary
widely among different industry sources.

Further, in accordance with Regulation 51A of the SEBI ICDR Regulations, and SEBI Listing Regulations, as applicable, our
Company may be required to undertake an annual updation of the disclosures made in this Draft Red Herring Prospectus and make
it publicly available in the manner specified by SEBI.

Time

Unless otherwise stated, all references to time in this Draft Red Herring Prospectus are to Indian Standard Time.

12
 FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally
can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”,
“project”, “will”, “will continue”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe
our Company’s strategies, objectives, plans or goals are also forward-looking statements. However, these are not exclusive means
of identifying forward looking statements. All statements regarding our expected financial condition and results of operation are
forward looking statements.

All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement. For the reasons described below, we cannot assure
investors that the expectations reflected in these forward-looking statements will prove to be correct. Therefore, investors are
cautioned not to place undue reliance on such forward-looking statements and not to regard such statements as a guarantee of
future performance.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated
with the expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which our Company has
businesses and its ability to respond to them, its ability to successfully implement its strategy, its growth and expansion,
technological changes, its exposure to market risks, general economic and political conditions in India and globally which have
an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets
in India and globally, changes in laws, regulations and taxes and changes in competition in its industry. Important factors that
could cause actual results to differ materially from our Company’s expectations include, but are not limited to, the following:

 our ability to procure adequate amounts of good quality raw milk from farmers and third party suppliers, at competitive
prices;
 our ability to accurately forecast demand for our products;
 adverse developments affecting Southern India;
 significant interruption in continuing operations of our chilling centres;
 actual or alleged contamination or deterioration of our products or our raw materials;
 Improper storage, processing or handling of raw milk and our dairy products;
 maintenance and enhancement of our brand and reputation, consumers’ recognition of our brands, and trust in us, our
products;
 failure to adapt our product offerings to the changing consumer preferences;
 failure to effectively manage our future growth and expansions; and
 general level of competition in the dairy industry and our ability to compete effectively with established and new
competitors (including dairy cooperatives).

For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 14, 136 and
300, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given
these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such
statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Draft Red Herring Prospectus and are
not a guarantee of future performance. These statements are based on the management’s beliefs and assumptions, which in turn
are based on currently available information. Although we believe the assumptions upon which these forward-looking statements
are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on
these assumptions could be incorrect. Neither our Company, our Directors, the Selling Shareholders, the BRLMs nor any of their
respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with regulatory requirements, our Company and the BRLMs will ensure that investors in India are informed of
material developments from the date of registration of the Red Herring Prospectus with the RoC until the receipt of final listing
and trading approvals from the Stock Exchanges. Each Selling Shareholder will ensure that it will keep our Company, the BRLMs
and investors informed of material developments in relation to statements and undertakings made by such Selling Shareholder
with respect to itself and the Equity Shares offered by it in the offer for sale in the Red Herring Prospectus and the Prospectus until
the time of the grant of final listing and trading approvals by the Stock Exchanges.

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 SECTION II: RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Investors should carefully consider all the information in this Draft
Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares.
The risks described below are not the only ones relevant to us or our Equity Shares, but also to the industry in which we operate
or to India. Additional risks and uncertainties, not currently known to us or that we currently do not deem material may also
adversely affect our business, results of operations, cash flows and financial condition. If any of the following risks, or other risks
that are not currently known or are not currently deemed material, actually occur, our business, results of operations, cash flows
and financial condition could be adversely affected, the price of our Equity Shares could decline, and investors may lose all or
part of their investment. In order to obtain a complete understanding of our Company and our business, prospective investors
should read this section in conjunction with “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 136 and 300, respectively, as well as the other financial and statistical information contained
in this Draft Red Herring Prospectus. In making an investment decision, prospective investors must rely on their own examination
of us and our business and the terms of the Offer including the merits and risks involved. Potential investors should consult their
tax, financial and legal advisors about the particular consequences of investing in the Offer. Unless specified or quantified in the
relevant risk factors below, we are unable to quantify the financial or other impact of any of the risks described in this section.
Potential investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is
subject to legal and regulatory environment which may differ in certain respects from that of other countries.

This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ from those anticipated in these forward-looking statements as a result of certain
factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. See “Forward-Looking
Statements” on page 13.

In this section, any reference to the “Company” refers to Dodla Dairy Limited on an unconsolidated basis. In this section, any
reference to “we”, “us” or “our” refers to Dodla Dairy Limited and its Subsidiaries and Associate Company on a consolidated
basis. Unless the context requires otherwise, all financial information included herein is based on our Restated Consolidated
Financial Information included in “Financial Statements” beginning on page 184.

Unless stated otherwise, industry and market data used in this section has been obtained or derived from publicly available
information as well as industry publications, other sources and the report titled “Assessment of the Indian Dairy Industry” dated
August 3, 2018 issued by CRISIL Limited (the “Crisil Report”) on our request. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the Crisil Report and included herein with respect to any
particular year refers to such information for the relevant calendar year.

Risks relating to our Business

1. Our operations are dependent on the supply of large amounts of raw milk, and our inability to procure adequate
amounts of good quality raw milk from farmers and third party suppliers, at competitive prices, may have an adverse
effect on our business, results of operations and financial condition.

Our Indian operations are dependent on the supply of large amounts of raw milk, which is the primary raw material used in the
manufacture of all our dairy products. As of May 31, 2018, our supply chain network consists of procurement of approximately
1.00 million litres of raw milk per day (“MLPD”) from approximately 220,789 farmers, various third party suppliers/procurement
agents across 7,598 villages and through our own Dodla Dairy Collection Centres as of May 31, 2018. We do not have any formal
arrangements with farmers and therefore they are not obligated to supply their milk to us and they may choose to sell their milk to
our competitors. Interruption of, or a shortage in the supply of raw milk may result in our inability to operate our production
facilities at optimal capacities or at all, leading to a decline in production and sales. While we believe we have developed a strong
relationship with these dairy farmers over the years, through continuous engagement and provision of cattle feed at cost price, we
have not entered into any formal supply contracts with such dairy farmers. Also, the amount of raw milk procured and the price
at which we procure such supplies, may fluctuate from time to time in the absence of a formal supply contract. The availability
and price of raw milk is subject to a number of factors beyond our control including seasonal factors, environmental factors,
general health of cattle in the regions in which we operate and Government policies and regulations. For instance, the volume and
quality of milk produced by cows and buffalos is dependent upon the quality of nourishment provided by the cattle feed and could
be adversely affected during period of extreme weather. Also, any disease or epidemic affecting the health of cows and buffalos
in India, especially within our procurement regions, could significantly affect our ability to procure adequate amounts of raw milk.
Further, any change in the policies of the Government or the respective State Governments where our operations are based,
including those affecting the use or ownership of agricultural land or the dairy industry in general, could adversely affect our
business and results of operations. We cannot assure you that we will be able to procure all of our raw milk requirements at prices
acceptable to us, or at all, or that we may be able to pass on any increase in the cost of milk to our customers. Any inability on our
part to procure sufficient quantities of raw milk and on commercially acceptable terms, could lead to a decline in our production
and sales volumes and value, which could have an adverse effect on our business, results of operations and financial condition.

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2. The supply of raw milk is subject to seasonal factors, and does not necessarily match the seasonal change in demand
for our products. Consequently, our inability to accurately forecast demand for our products, may have an adverse
effect on our business, results of operations and financial condition.

The supply of raw milk is subject to seasonal factors. Cows and buffalos generally produce more milk in temperate weather, and
extreme cold or hot weather could lead to lower than expected production. Our raw milk procurement and production is therefore
higher in the second half of the financial year during the winter months with temperate climate in our milk procurement region. In
contrast, the demand for our products such as curd is higher in the first half of the financial year during summer months and the
demand for ghee is higher during festive seasons. As a result, comparisons of our sales and operating results over different quarterly
periods during the same financial year may not necessarily be meaningful and should not be relied upon as accurate indicators of
our performance.

Further, while we forecast the demand for our products and accordingly plan our production volumes, any error in our forecast
could result in surplus stock, which may not be sold in a timely manner. Each of our products has a specific shelf life and if not
sold prior to expiry, may lead to losses or if consumed after expiry, may lead to health hazards. We cannot assure you that we will
be able to sell surplus stock in a timely manner, or at all, which in turn may adversely affect our business, results of operations
and financial condition.

3. Our processing plants, procurement operations in relation to procurement of raw milk and distribution operations are
primarily concentrated in southern India and any adverse developments affecting this region could have an adverse
effect on our business, results of operations and financial condition.

As on the date of this Draft Red Herring Prospectus, we own and operate 11 processing plants located in the states of Andhra
Pradesh, Telangana, Tamil Nadu and Karnataka and we procure raw milk from these states. For Fiscal 2018, we derived
approximately 96.28% of our standalone revenues from operations from the sale of milk and dairy based VAPs in the southern
India. Any significant social, political or economic disruption, or natural calamities or civil disruptions in southern India, or
changes in the policies of the state or local government of the region or the Government of India, could require us to incur
significant capital expenditure, change our business structure or strategy, which could have an adverse effect on our business,
results of operations, cash flows and financial condition.

4. Any significant interruption in continuing operations of our chilling centres could have a material adverse effect on
our business, results of operations, cash flows and financial condition.

As of May 31, 2018, we owned and operated 78 chilling centres in order to preserve the freshness of the raw milk. These centres
are subject to risks such as equipment breakdowns, labour stoppages, natural disasters, directives from government agencies, water
shortages and power interruptions. Any significant malfunction or breakdown of our machinery located at such centres may entail
significant repair and maintenance costs and cause delays in our operations. If we are unable to repair the malfunctioning
machinery in a timely manner or at all, our operations may need to be suspended until we procure machinery to replace the same.
Our primary raw material, raw milk, is a perishable product and consequently, any malfunction and break down of the cold storage
facility may affect the raw milk, which has a limited shelf life, and this could result in slow down or underutilisation of our
processing plants or cessation of our operations which may adversely affect our business, results of operations, cash flows and
financial condition.

5. Improper storage, processing or handling of raw milk and our dairy products may result in spoilage of, and damage
to, such raw milk and dairy products which may adversely affect our business prospects, results of operations and
financial condition.

We produce a range of dairy products from raw milk, including standardised milk, full cream milk, toned and double toned milk,
curd, SMP, clarified butter (ghee), paneer, butter, buttermilk and ice cream. Each such dairy product involves specific temperatures
and other conditions of storage depending on the nature of the product. In the event that the procured raw milk or our dairy products
are not appropriately processed, stored, handled and transported under specific temperatures and other food safety conditions, the
quality of such raw milk and dairy products may be affected, resulting in spoilage or delivery of products of sub-standard quality.
Any accident or negligence in the procurement, production or storage of our products under sub-optimal conditions may result in
non-compliance with applicable regulatory standards or quality standards and storage conditions specified by our customers for
such products. Any sale of such non-compliant product may be harmful to the health of end consumers of our dairy products, and
any such event may expose us to liabilities and claims which could adversely affect our brand image and reputation. Any such
event may have a material and adverse effect on our business prospects, results of operations and financial condition.

6. Our Promoter, Dodla Sunil Reddy, has been named as a respondent in certain criminal proceedings

Our Promoter, Dodla Sunil Reddy, has been named as a respondent in certain criminal proceedings. For instance, a criminal
complaint has been filed by the Inspector of Factories, Chittoor (FAC) against the plant manager of the Palamaner Unit and our
Managing Director, Dodla Sunil Reddy, before the Court of the Judicial First Class Magistrate, Palamaner for alleged violations

15
Section 6 and Section 41 of Factories Act and certain rules of the Andhra Pradesh Factories Rules, 1950. The aforementioned
proceedings against Dodla Sunil Reddy are currently pending, and there can be no assurance that the relevant judicial forums will
dismiss the complaints or rule in favour of the respondents. Any conviction of Dodla Sunil Reddy or any decision which is not in
favour of the persons named in the complaints for the alleged offences may lead to negative publicity and affect our business,
reputation and results of operations. For further details, see “Outstanding Litigation and Material Developments- Outstanding
Criminal Litigations against our Promoters” on page 323.

7. Any actual or alleged contamination or deterioration of our products or our raw materials could result in legal liability,
damage our reputation and adversely affect our business prospects and consequently our financial performance.

We are subject to risks affecting the dairy industry, including risks posed by the following:

 contamination/ spoilage of raw materials;

 consumer product liability claims;
 product tampering;
 product labelling errors;
 the expense and possible unavailability of product liability insurance; and
 the potential cost and disruption of product recalls.

Any actual or alleged contamination or deterioration of our products, whether deliberate or accidental, could result in legal liability,
damage to our reputation and may adversely affect our business prospects and consequently our financial performance. Our
primary and critical raw material is raw milk. The risk of contamination or deterioration exists at each stage from procurement of
raw milk from the farmers, transportation of the raw milk to our chilling centres and processing plants, processing of raw milk
into processed milk or conversion of raw milk into value added products and distribution of our products to distributors or our
Dodla Retail Parlors until final consumption by consumers. While we follow stringent quality control processes and quality
standards at each stage, there can be no assurance that our products will not be contaminated or suffer deterioration. Further, there
can be no assurance that contamination of our raw materials or products will not occur during the transportation, production,
distribution and sales processes due to reasons unknown to us or beyond our control. If our products or raw materials are found to
be spoilt, contaminated, tampered with, incorrectly labelled or reported to be associated with any such incidents, we may be forced
to recall our products from the market and we could incur criminal or civil liability for any adverse medical condition or other
damage resulting from consumption of such products.

Further, contamination of any of our products could also subject us to product liability claims, adverse government scrutiny,
investigation or intervention, product return, resulting in increased costs and any of these events could have a material and adverse
impact on our reputation, business, financial condition, cash flows, results of operations and prospects. We are facing allegations
from third parties in relation to our products being adulterated. For example, R. Karthikeyan has filed a public interest litigation
against the Government of Tamil Nadu and various dairy companies including us alleging adulteration of milk and praying for
testing of random milk packets produced by various dairy companies including us to be tested in food laboratories. Any negative
claim against us, even if meritless or unsuccessful, could divert our management’s attention and other resources from other
business concerns, which may adversely affect our business and results of operations. For further details, see “Outstanding
Litigation and Material Developments” on page 322.

8. The dairy products business in India is evolving rapidly and is highly competitive and an inability to compete effectively
with established and new competitors may adversely affect our growth prospects, results of operations and financial
condition.

The dairy products industry in India is highly competitive, especially the markets for pasteurized milk, UHT milk, flavoured milk,
curd and ice cream. These products are experiencing rapid development and increasing competition. We currently compete, and
in the future will continue to compete, with large multinational companies as well as regional and local companies in each of the
regions in which we operate. We compete not only with widely advertised and established branded products, but also with non-
premium dairy producers as well as private and economy brand products that are generally sold at lower prices. Many of our
competitors may have substantially greater financial and other resources and may be better established with greater brand
recognition than us. Our competitors in certain regional markets may also benefit from raw material sources or production facilities
that are closer to the markets for their products. In addition, a number of our competitors have also engaged in increased integration
within the value chain, including collaboration with their existing business partners or other international institutions that produce
or supply cattle feed, and other strategic initiatives that could enhance or expand their current operations or products or that might
otherwise offer them with growth opportunities. Such strategic moves may lead to a more competitive environment. These
initiatives undertaken by our competitors may require us to make further investments on backward integration initiatives such as
manufacture of cattle feed, increased quality control, product development, product distribution, and aggressive marketing and
promotional initiatives in order to maintain our market share and strengthen our retail consumer brands. We also compete with
traditional milkmen and vendors operating in the unorganised sector. As a result, we cannot assure you that we will be able to

16
compete successfully in the future against our existing or potential competitors or that our business and results of operations will
not be adversely affected by increased competition.

A failure to introduce distinctive brands, packaging and products that differentiate us from our competitors may result in loss of
existing market share and failure to expand our retail consumer business or expand into new markets. Some of our competitors
have used, and we expect them to continue to use, greater amounts of incentives and subsidies for distributors and retailers and
more advanced processes and technologies. In addition, significant increase in advertising expenditures and promotional activities
by our competitors may require us to similarly increase our marketing expenditure for our growing retail consumer business,
engage in effective pricing strategies, which may result in dilution of our margins and materially and adversely affect our business,
results of operations and financial condition.

9. Our inability to compete with dairy cooperatives may adversely affect our results of operations and financial conditions.

In addition to large multinational companies and regional and local companies in each of the regions in which we operate, we also
compete with large dairy cooperatives that also procure milk from farmers in the regions where we procure our milk, and any
grants, financial assistance or other incentives by the GoI or State governments to such dairy cooperatives would benefit such
entities, and could adversely affect our direct milk procurement model and registered milk vendors. As a result, we cannot assure
you that we will be able to compete successfully in the future against existing or potential dairy cooperatives or that our business
and results of operations will not be adversely affected by increased competition.

10. The success of our business strategy depends upon our ability to enhance our brands. Further, if we fail to maintain
and enhance our brand and reputation, consumers’ recognition of our brands, and trust in us, our products, and are
unable to maintain and grow our brand image, our business may be materially and adversely affected.

Enhancing our brands is a key component of our business strategy in order to expand sales and volumes and to respond to the
changing customer landscape. Consumers in existing or new markets are likely to be unfamiliar with our brand and products and
we may need to build or increase brand awareness in the relevant markets by increasing investments in advertising and promotional
activities than we originally planned. We may also face competition with the established brands in the new markets we intend to
enter. We have incurred, and may continue to incur in the future, significant expenditures for advertising and marketing campaigns
in an effort to build brand awareness and preference over other public and private label products. We may not be successful in our
efforts to expand our brand presence and we cannot guarantee that our advertising and marketing campaigns will result in customer
or consumer acceptance of our brands.

Our business depends significantly on the strength of our brand and reputation in marketing and selling our products. We believe
that continuing to develop awareness of our brand, through focused and consistent branding and marketing initiatives is important
for our ability to increase our sales volumes and our revenues, grow our existing market share and expand into new markets.
Consequently, product contaminations and defects, consumer complaints, or negative publicity or media reports involving us, or
any of our products could harm our brand and reputation and may dilute the impact of our branding and marketing initiatives and
adversely affect our business and prospects. Negative media coverage regarding the safety, quality or nutritional value of our
products, and the resulting negative publicity, could materially and adversely affect the level of consumer recognition of, and trust
in, us and our products. In addition, adverse publicity about any regulatory or legal action against us could damage our reputation
and brand image, undermine our consumers’ confidence in us and reduce long-term demand for our products, even if the regulatory
or legal action is unfounded or immaterial to our operations. Additionally, any delinquent publicity of India’s dairy industry
relating to food safety, including contamination, due to adulterated supplies of raw materials and inadequate enforcement of food-
safety regulations and inspection procedures, which may not have a direct connection with us, may negatively influence consumer
perception and demand for our products, which in turn could adversely affect our results of operations.

Our success in marketing our products also depends on our ability to adapt to a rapidly changing marketing and media environment,
including our increasing reliance on direct marketing initiatives. The impact of our marketing initiatives may not be as effective
as we anticipate. If we do not successfully maintain, extend and expand our reputation and brand image, then our brands, product
sales, financial condition and results of operations could be materially and adversely affected.

We are one of the leading manufacturers and marketers of dairy based food products and our flagship brands ‘Dodla Dairy’ (for
our India operations) and ‘Dairy Top’ (for our Africa operations). Our brand and reputation are among our most important assets
and we believe our brands serve in attracting customers to our products in preference over those of our competitors. We believe
that continuing to develop awareness of our brands, through focused and consistent branding and marketing initiatives, among
retail consumers and institutional customers, is important for our ability to increase our sales volumes and our revenues, grow our
existing market share and expand into new markets. Consequently, any adverse publicity involving us, or any of our products may
impair our reputation, dilute the impact of our branding and marketing initiatives and adversely affect our business and our
prospects.

11. Failure to comply with environmental laws and regulations could lead to unforeseen environmental litigation which
could impact our business and our future net earnings.

17
We are subject to various national, state, municipal and local laws and regulations concerning environmental protection in India,
including laws addressing the discharge of pollutants into the air and water, the management and disposal of any hazardous
substances, and wastes and the clean-up of contaminated sites. Environmental laws and regulations in India are becoming more
stringent, and the scope and extent of new environmental regulations, including their effect on our operations, cannot be predicted
with any certainty. In case of any change in environmental or pollution regulations, we may be required to invest in, among other
things, environmental monitoring, pollution control equipment, and emissions management. We have in the past received notices
from the Andhra Pradesh Pollution Control Board for establishment of a new boiler without the relevant permissions and for
discharge of untreated effluents outside our premises at Sattenepalli. Further, we have in the past operated our Tumkur processing
plant without obtaining a valid consent to operate. We have also made applications for pollution clearances for our processing
plants. Further, any violation of the environmental laws and regulations may result in fines, criminal sanctions, revocation of
operating permits, or shutdown of our facilities. For further details, see “Outstanding Litigation and Material Developments” on
page 322.

As a consequence of unanticipated regulatory or other developments, future environmental and regulatory related expenditures
may vary substantially from those currently anticipated. We cannot assure you that our costs of complying with current and future
environmental laws and other regulations will not adversely affect our business, results of operations or financial condition. In
addition, we could incur substantial costs, our products could be restricted from entering certain markets, and we could face other
sanctions, if we were to violate or become liable under environmental laws or if our products become non-compliant with
applicable regulations. Our potential exposure includes fines and civil or criminal sanctions, third-party property damage or
personal injury claims and clean-up costs. The amount and timing of costs under environmental laws are difficult to predict. For
further information, see “Regulations and Policies” on page 151.

12. Our inability to expand or effectively manage our third-party agents and distributors or any disruptions in our supply
or distribution infrastructure may have an adverse effect on our business, results of operations and financial condition.

We rely largely on third-party agents and distributors to sell our products to retailers who place our products in the market. As of
May 31, 2018, our distribution network included 3,329 distribution agents, 379 milk distributors and 446 milk product distributors
across nine states in India. Our ability to expand and grow our product reach significantly depends on the reach and effective
management of our distribution network consisting of third-party distribution agents and distributors. We continuously seek to
increase the penetration of our products by appointing new third party agents and distributors to ensure wide distribution network
targeted at different consumer groups and regions. We cannot assure you that we will be able to successfully identify or appoint
new third party distribution agents or distributors or effectively manage our existing distribution network. Any one of the following
events could cause fluctuations or declines in our revenue and could have an adverse effect on our financial condition, cash flows
and results of operations:

 failure to renew agreements with third party distribution agents and distributors;
 failure to maintain relationships with our existing third party distribution agents and distributors;
 failure to establish relationships with new third party distribution agents and distributors on favorable terms;
 ability to timely identify and appoint additional or replacement third party distribution agents and distributors upon the
loss of one or more of our third party agents and distributors;
 reduction, delay or cancellation of orders from one or more of our third party distribution agents and distributors; and
 disruption in delivering of our products by third party agents and distributors.

We may not be able to compete successfully against larger and better-funded distribution networks of some of our current or future
competitors, especially if these competitors provide their distributors with more favorable arrangements. If the terms offered to
such distributors or agents by our competitors are more favourable than those offered by us, our third-party distribution agents and
distributors may decline to distribute our products and terminate their arrangements with us. We cannot assure you that we will
not lose any of our third party agents and distributors to our competitors, which could cause us to lose some or all of our favorable
arrangements with such third party distribution agents and distributors and may result in the termination of our relationships with
other third party distribution agents and distributors. Further the costs related to the collection, distribution and production of our
dairy products such as freight and other costs will also have an effect on our production costs and effect on our results of operations.
If any of our contracts with these suppliers are disrupted, then we may not be able to find suitable replacements in a timely manner
or at all, or on commercially acceptable terms, and this could constrain or disrupt reliability of supply and have an adverse effect
on business and profitability.

Alternately, if our third party agents distribution and distributors are not able to maintain a strong network of distribution, our
products may not attain as much reach as our competitors in the market and we may lose market share which may have a material
adverse effect on our results of operations.

13. Failure to adapt our product offerings to the changing consumer preferences may have a material adverse effect on
our business, results of operations, profitability and financial condition.

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The dairy industry in India is evolving and consumers may be tempted to shift their choices and preferences when new products
are launched or various marketing and pricing campaigns of different brands are introduced. Our future growth depends on our
ability to continue to increase our revenues and margins from our dairy based value added products (“VAPs”).

While we believe our current VAPs are in line with changing consumer preferences, we may not be able to adapt or our products
may not meet the desired success, or our competitors may respond to such changing consumer preferences more effectively and
successfully. An unanticipated change in customer demand may adversely affect our liquidity and financial condition as a result
of operating expenses that are relatively fixed and have been incurred by our Company. The success of our VAPs depend on our
ability to accurately anticipate the tastes and dietary habits of consumers and to offer products that appeal to their preferences and
fall within a price range acceptable to them. Acceptance of our VAPs and by consumers may not be as high as we anticipate.
Further, our VAPs may fail to appeal to the consumers, either in terms of taste or price. We may not be able to introduce new
products that are fast-growing due to shift in consumer preferences or generate acceptable margins. To the extent we are unable
to execute our strategy to increase our revenues and margins from our VAPs, our market share and financial performance would
be adversely affected.

14. Failure to effectively manage our future growth and expansion may have a material adverse effect on our business
prospects and future financial performance.

Our future growth depends, amongst other factors, on expanding our operations domestically and internationally by way of organic
and inorganic growth by establishing new processing plants. Our ability to achieve growth will be subject to a range of factors,
including:

 Setting up of new processing plants in a timely manner;

 competing with existing companies in our markets;
 establishing our presence in new territories;
 strengthening our existing relationships with our distributors;
 expanding our sales network;
 continuing to exercise effective quality control;
 hiring and training qualified personnel; and
 maintaining our high food-safety standards.

Our future growth also depends on expanding our sales and distribution network to enter new markets in new geographies, through
different sales channels. We face increased risks when we enter new markets, either India or abroad. We are also subject to various
policies of the countries or jurisdictions, relating to the quantity, quality, characteristics and variety of the products sold to such
countries, which may be required to be upgraded or changed from time to time. We may find it more difficult to hire, train and
retain qualified employees. As a result, the products we introduce in new markets may be more expensive to produce and/or
distribute and may take longer to reach expected sales and profit levels than in our existing markets, which could affect the viability
of these operations or our overall profitability.

Our expansion plans and business growth could strain our managerial, operational and financial resources. Our ability to manage
future growth will depend on our ability to continue to implement and improve operational, financial and management information
systems on a timely basis and to expand, train, motivate and manage our workforce. We cannot assure you that our personnel,
systems, procedures and controls will be adequate to support our future growth. Failure to effectively manage our expansion may
lead to increased costs and reduced profitability and may adversely affect our growth prospects. There can be no assurance that
we will be able to achieve our business strategy of expanding into existing or new territories and expanding our product portfolio.

15. We do not have long term agreements with suppliers for our raw materials other than raw milk and an increase in the
cost of or a shortfall in the availability of such raw materials could have an adverse effect on our business, results of
operations and financial condition.

Apart from raw milk, we require skimmed milk powder and butter for our operations. The price and availability of these raw
materials depend on several factors beyond our control, including overall economic conditions, production levels, market demand
and competition for such materials, production and transportation cost, duties and taxes and trade restrictions. We usually do not
enter into long term supply contracts with any of the raw material suppliers and typically place orders with them in advance of
our anticipated requirements. The absence of long term contracts at fixed prices exposes us to volatility in the prices of raw
materials that we require and we may be unable to pass these costs onto our customers. We also face a risk that one or more of
our existing suppliers may discontinue their supplies to us, and any inability on our part to procure raw materials from alternate
suppliers in a timely fashion, or on terms acceptable us, may adversely affect our operations.

16. Any inability to accurately manage inventory and forecast demand for particular products in specific markets may
have an adverse effect on our business, results of operations and financial condition.

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We estimate demand for our products based on projections, our understanding of anticipated consumer spending and inventory
levels with our distribution network. If we underestimate demand, we may produce lesser quantities of products than required,
which could result in the loss of business. If we overestimate demand, we may purchase more raw materials and produce more
products than required, which may also result in locking in of our working capital. In the event of such over-production, we may
face difficulties with storage and other inventory management issues before the expiry of the shelf life of our products, which may
adversely affect our results of operations and profitability. In addition, even if we are able to arrange for sale of such stock, we
cannot ensure that such products are not sold or consumed by consumers subsequent to the expiry of the shelf life, which may lead
to health hazards. While we prominently display the shelf life in the packaging of our products, we cannot assure you that we will
not face claims for damages or other litigation, if our products are consumed subsequent to expiry of their shelf life. Any or all of
these factors could adversely affect our reputation, and consequently our business, prospects and financial performance.

17. Any disruption in transportation arrangements may adversely affect our results of operations.

We rely on third party logistic providers to transport raw milk to our processing plants and our finished products to customers,
distributors and a large number of retail outlets. We do not have any long term arrangement with such third party logistic providers.
We may be affected by transport strikes, which may affect our delivery schedules. If we are unable to secure alternate transport
arrangements in a timely manner, or at all, our business, results of operations and financial condition may be adversely affected.
Transportation of raw milk and finished products require specially insulated and refrigerated vehicles. Raw milk and finished
products may be lost, damaged or subject to spoilage and may result in or delivery of products of sub-standard quality, if specific
transportation conditions, including specified temperatures, are not maintained by such transportation providers. Any delay in
delivery of raw milk and finished products may also affect our business adversely. There are a limited number of such specialized
transportation providers and an inability to ensure adequate and appropriate transportation facilities in a timely manner, or at all,
could adversely affect our business operations.

18. There are outstanding legal proceedings involving our Company, Directors and Promoters which may adversely affect
our business, financial condition and results of operations.

There are outstanding legal proceedings involving our Company, Directors and Promoters. These proceedings are pending at
different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals. Such proceedings could
divert management time and attention, and consume financial resources in their defence. Further, an adverse judgment in some of
these proceedings could have an adverse impact on our business, financial condition and results of operations.

A summary of the outstanding proceedings involving our Company, Directors and Promoters as disclosed in this Draft Red Herring
Prospectus, to the extent quantifiable, have been set out below:

Litigation against our Company

S. No. Nature of Case Number of outstanding cases Amount involved (in ` million)
1. Criminal cases 7 Non-quantifiable
2. Taxation matters 9 86.43
3. Civil cases 1 Non-quantifiable
4. Outstanding actions initiated by 6 Non-quantifiable
regulatory and statutory authorities

Litigation by our Company:

S. No. Nature of Case Number of outstanding cases Amount involved (in ` million)
1. Criminal cases 3 5.32

Litigation against our Directors:

S. No. Nature of Case Number of outstanding cases Amount involved (in ` million)
1. Criminal Cases 5 Non-quantifiable

Litigation against our Promoters:

S. No. Nature of Case Number of outstanding cases Amount involved (in ` million)
1. Criminal Cases 5 Non-quantifiable

In addition to the cases described above, we have also received 35 notices and intimations from various statutory and regulatory
authorities to which we have replied or are in the process of replying. For further details of legal proceedings and notices involving
our Company, Directors and Promoters, see “Outstanding Litigation and Material Developments” beginning on page 321.

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We cannot provide assurance that these legal proceedings will be decided in our favour. Decisions in such proceedings adverse to
our interests may have an adverse effect on our business, results of operations and financial condition.

19. The loss, shutdown or slowdown of operations at any of our processing plants or the under-utilization of any such
processing plants may have a material adverse effect on our results of operations and financial condition.

Our business and results of operations are dependent on our ability to effectively plan our production processes and on our ability
to optimally utilize our production capacities for the various dairy products we process or manufacture. Any disruption to our
production process or the operation of our processing plants may result from various factors beyond our control, including, among
others, the following:

 forced close down or suspension of our production facilities due to factors such as breakdown or failure of equipment,
performance below expected levels of output or efficiency, facility obsolescence or disrepair, labour disputes such as strikes
and work stoppages, natural disasters and industrial accidents. For instance, an inspection order dated June 20, 2017 was
received by our Company from Deputy Chief Inspector of Factories, Chittoor in relation to the death of a contract worker
due to electrocution at our processing plant situated at Palamaner. For further information, see see “Outstanding Litigation
and Material Developments” on page 321;
 severe weather condition;
 interruption of our information technology systems that facilitate the management of our production facilities; and
 other production or distribution problems, including limitations to production capacity due to regulatory requirements,
changes in the types of products produced or physical limitations that could impact continuous supply.

Although our processing plants have not experienced any material disruption in the past, there can be no assurance that there will
not be any material disruption to our operations in the future. If we fail to take adequate steps to mitigate the likelihood or potential
impact of these events, or to effectively respond to these events if they occur, our business, results of operations and financial
condition could be materially and adversely affected. Further, we depend upon our suppliers and vendors to provide the necessary
equipment and services that we need for our continuing operations and maintenance of our facilities, plant and machinery. We
cannot assure you that we will be able to continue to obtain equipment on commercially acceptable terms, or at all, or that our
vendors will continue to enter into or honor the contracts for their services. Our inability to continue to obtain equipment and enter
into contracts with our vendors in a timely manner, or at all, could adversely affect our business and results of operations.

20. One of our Directors’, Dodla Sesha Reddy is unable to trace documents evidencing his educational qualification

Dodla Sesha Reddy, one of our Directors’ is unable to trace documents in relation to his educational qualifications. While he has
made an application to his university and provided an affidavit, we cannot assure you that the information relating to such Director
in “Our Management” is true and accurate. The information included in the section is also supported by certificates from such
Director.

21. Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for our business
operations could materially and adversely affect our business, prospects, results of operations and financial condition.

Our Indian operations are subject to extensive government regulation and in respect of our existing operations we are required to
obtain and maintain various statutory and regulatory permits, certificates and approvals including approvals under the Food Safety
and Standards Act, 2006 (the “FSSA”), Water (Prevention and Control of Pollution) Act, 1974, environmental approvals, Legal
Metrology Act, 2006, factory licenses and labour and tax related approvals. These safety, health and environmental protection
laws and regulations impose controls on air and water discharge, noise levels, storage handling, employee exposure to hazardous
substances and other aspects of our production operations. Our African Subsidiaries are subject to extensive government regulation
and are required to obtain and maintain various statutory and regulatory permits, certificates and approvals including approvals
under the Uganda National Bureau of Standards, Uganda for Lakeside Dairy Ltd and unified business permit and tax registrations
for Dodla Dairy Kenya Limited.

We have made applications for various approvals. There can be no assurance that the relevant authorities will issue such permits
or approvals in time or at all. Failure or delay in obtaining or maintaining or renew the required permits or approvals within
applicable time or at all may result in interruption of our operations. Further, the relevant authorities may initiate penal action
against us, restrain our operations, impose fines/penalties or initiate legal proceedings for our inability to renew/obtain approvals
in a timely manner or at all. Consequently, failure or delay to obtain such approvals could have a material adverse effect on our
business, financial condition and profitability. If there is any failure by us to comply with the applicable regulations or if the
regulations governing our business are amended, we may incur increased costs, be subject to penalties, or suffer disruption in our
activities, any of which could adversely affect our business. For further details see “Government and Other Approvals” on page
325.

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We engage various contractors at our processing plants. We cannot assure you that the contractors operating our processing plants
will be able to obtain and maintain relevant approvals for continuous operations of such facilities. Failure of the contractors to
maintain requisite government approvals may lead to a disruption in the production and supply of our products and may adversely
affect our results of operations. Certain material consents, licenses, registrations, permissions and approvals that are required to
be obtained by our Company for undertaking its business have elapsed in their normal course and our Company has either made
an application to the relevant Central or State government authorities for renewal of such licenses, consents, registrations,
permissions and approvals or is in the process of making such applications.

22. We did not have adequate controls for managing our historical secretarial records and compliances as a result of
which there have been certain inaccuracies and non-compliances with respect to certain provisions of the Companies
Act, applicable FEMA regulations, regulatory filings and corporate actions taken by our Company. Consequently, we
may be subject to regulatory actions and penalties for any past or future non-compliance and our business, financial
condition and reputation may be adversely affected.

In the past, our controls and compliances for managing our secretarial records and compliances have been inadequate as a result
of which there have been factual inaccuracies, non-compliances with certain provisions of the Companies Act, 1956, Companies
Act, 2013 and FEMA regulations, and delays and failures in making certain regulatory filings by our Company. For instance, we
have made filings for condonation of delay for non-compliances in relation to non-filing of Form 23 for (i) issue of preference
shares on September 30, 2000, (ii) issue of Equity Shares on September 30, 2000 and (iii) for the appointment of our Managing
Director for five years for the period 2011-2016. Additionally, we have also incorrectly filed form DIR-12 in relation to the
appointment of our whole-time Director Madhusudhana Reddy Ambavaram. We have also filed a condonation of delay application
for the non-filing of Form 5 for the redemption of our preference shares. This may subject us to regulatory actions and/ or penalties
which may adversely affect our business, financial condition and reputation.

We have been unable to trace these documents despite conducting a search at the relevant Registrar of Companies, and may be
unable to obtain copies of these documents in the future to ascertain details of the relevant transactions.

While no legal proceedings or regulatory action has been initiated against our Company in relation to the unavailable filings as of
the date of this Draft Red Herring Prospectus, we cannot assure you that no legal proceedings or regulatory actions will be initiated
against our Company in the future in relation to the missing filings and corporate records. Additionally, our Company had filed a
declaration under the Company Law Settlement Scheme, 2000 (“Settlement Scheme”) for non-filing of annual returns of our
Company from the year 1996 to 1999 and for a delay in filing of the return of allotment form for the allotment made on December
23, 1998. While we have paid the necessary fees for the aforementioned non-compliances, we cannot assure you that we will not
be subject to regulatory action or penalties in this regard. Any penalties or fines imposed on us in this regard could have a material
adverse effect on our financial condition and reputation.

Further, in the past we have made compounding applications for the contravention of Section 185 of the Companies Act, 2013,
Section 295 and Section 297 of the Companies Act, 1956 before the RoC. Additionally, we have also filed an application for
condonation of delay with respect to a delay in filing of a special resolution as required under the provisions of Section 185 and
Section 117 of the Companies Act, 2013. While we have received compounding and condonation orders for these violations we
cannot assure you that we will not be subject to regulatory action or penalties in this regard in the future.

Further, we have not obtained unique identification numbers and/ or unique registration numbers for 88,255 Equity Shares of our
Company, amounting to 0.16% our paid-up equity share capital as on the date of this Draft Red Herring Prospectus, which have
been allotted or transferred to non-resident shareholders. We have subsequently sought to address the irregularities in respect of
allotments made to non-residents by making the necessary representations and filings with the RBI. Subsequently, we have made
a compounding application dated July 28, 2018 with the RBI for compounding the below mentioned contraventions

 Non-filing of FC(RBI) and FIRC within thirty days from date of issue and receipt of money respectively for 88,255 Equity
Shares allotted to International Media and Cultures (IMAC) on December 23, 1998.

The actual amount of the penalty imposed cannot be ascertained at this stage and depends on the circumstances of each
compounding matter. In the event our Company fails to complete the compounding process, or fails to comply with the
compounding order, the contraventions will survive and shall be subject to action by the Directorate of Enforcement which may
be initiated against our Company or against the holders of the Equity Shares. We cannot assure you that the RBI will condone
these irregularities or that the penalty imposed will be reasonable and that it will not have a material adverse effect on our financial
condition or that we will pay such amounts in time or at all.

Additionally, our Company had invested certain amounts and incorporated a subsidiary company, Dodla Milk Processing PLC
(“DMPL”), in Ethiopia in 2014. The investment was made through the Overseas Direct Investment (“ODI”) route as prescribed
under the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) (Amendment) Regulations, 2004 (“FEMA
120”) . However due to infeasible conditions, we decided to dissolve DMPL without commencing any operations. No shares were
allotted to our Company against the investment made and no Annual Performance Reports (“APRs”) were filed. Our Company

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had submitted a letter dated February 17, 2017 to our AD bank in relation to certain filings for DMPL. Subsequently we received
a letter dated April 20, 2017 notifying our Company of the violations of FEMA 120 which consisted of a failure to submit share
certificates within the prescribed period of six months in accordance with Regulation 15(1) of FEMA 120 and failure to submit
APRs in accordance with Regulation 16 of FEMA 120. Subsequently, we have made a compounding application dated May 10,
2017 with the RBI for compounding of the aforementioned contraventions. We have received a compounding order dated
September 28, 2017 from the RBI compounding the violations and imposing a penalty of `40,000 on our Company. While this
offence has been compounded, we cannot assure you that we will not be subject to regulatory action or penalties in this regard.
Any penalties or fines imposed on us in this regard could have a material adverse effect on our financial condition and reputation.

23. A shortage or non-availability of electricity, gas or water may adversely affect our processing or manufacturing
operations and have an adverse effect on our business, results of operations and financial condition.

Our processing plants require a significant amount and continuous supply of electricity and water and any shortage or non-
availability may adversely affect our operations. Particularly, all of our processing plants require a significant amount and
continuous supply of electricity and fuel and any shortage or non-availability of electricity and fuel may adversely affect our
operations. Further, our raw materials and our products, being perishable in nature, are required to be stored at specific
temperatures, supported by continuous supply of electricity and if supply of electricity is not available for any reason, we will
need to rely on alternative sources, which may not be able to consistently meet our requirements. We depend on state electricity
supply for our energy requirements and bore wells for water supply at our facilities. For further information, see “Government and
Other Approvals” beginning on page 325. Any failure on our part to obtain alternate sources of electricity or water, in a timely
fashion, and at an acceptable cost, may have an adverse effect on our business, results of operations and financial condition.

24. If we are unable to service our debt obligations in a timely manner or to comply with various financial and other
covenants and other terms and conditions of our financing agreements, it may adversely affect our business, prospects,
results of operations and financial condition.

As of June 30, 2018, we had a total outstanding indebtedness of `909.02 million comprising of long term borrowings of `291.88
million and short term borrowings of `617.14 million. Our indebtedness could have several important consequences, including
but not limited to the following:

 a portion of our cash flows may be used towards repayment of our existing debt, which will reduce the availability of our
cash flows to fund working capital, capital expenditures, acquisitions and other general corporate requirements;
 our ability to obtain additional financing in the future at reasonable terms may be restricted;
 fluctuations in market interest rates may affect the cost of our borrowings, as some of our indebtedness is at variable
interest rates; and
 there could be a material adverse effect on our business, financial condition and results of operations if we are unable to
service our indebtedness or otherwise comply with financial and other covenants specified in the financing agreements.

We have, in the past, breached covenants in relation to a term loan facility availed from Standard Chartered Bank. These breaches
were due to (i) an increase of Debt/EBITDA number which exceeded the threshold of 2.75, which we were required to maintain,
to 3.52, in Fiscal 2015; and (ii) a loan condition breach that included shortfall in cash flow. The breaches of the aforementioned
covenants have been subsequently waived by Standard Chartered Bank. Additionally, we have failed to maintain a financial ratio
in relation to a loan facility availed from The Hong Kong Shanghai Banking Corporation Limited (“HSBC”). This non-compliance
has been subsequently condoned by HSBC.

Many of our financing agreements also include various conditions and covenants that require us to obtain lender consents prior to
carrying out certain activities or entering into certain transactions. Under these agreements, we also require lender consents for
undertaking an initial public offering of our Equity Shares including consequential corporate actions and we have obtained such
consent from the lenders. Typically, restrictive covenants under our financing documents relate to obtaining prior consent of the
lender for, among others, change in the capital structure, amendment of constitutional documents, any merger, reorganization or
similar action and a failure to observe the restrictive covenants under our financing agreements or to obtain necessary consents
required thereunder may lead to the termination of our credit facilities, acceleration of all amounts due under such facilities and
the enforcement of any security provided. Further, during any period in which we are in default, we may be unable to obtain further
financing or any refinancing of our debt could be at higher rates of interest with more onerous covenants. In addition, lenders may
be able to sell our assets charged under such financing arrangements to enforce their claims. For further details, see “Financial
Indebtedness” beginning on page 319.

Any of these circumstances could adversely affect our business, credit rating, prospects, results of operations and financial
condition. Moreover, any such action initiated by our lenders could result in the price of the Equity Shares being adversely affected.

23
25. Any loss of business or potential adverse publicity resulting from spurious or imitation products, could result in loss
of goodwill for our products leading to loss of sales, and adversely affect our business, prospects, results of operations
and financial condition.

We are exposed to the risk that entities in India and elsewhere could pass off their products as our products, including spurious or
imitation products. For example, products imitating our brands and packaging material selling spurious products may adversely
affect sale of our products, resulting in a decrease in market share resulting from a decrease in demand for our products. Such
imitation or spurious products may not only result in loss of sales but also adversely affect the reputation of our products and
consequently our future sales and results of operations. The proliferation of spurious and imitation products in our territories and
sub-territories, and the time and resources utilized in taking action against such spurious products, defending claims and complaints
regarding these spurious products, and in initiating appropriate legal proceedings against offenders who infringe our intellectual
property rights, could result in lower sales, and adversely affect our results of operations and may have a material and adverse
effect on our reputation, business, prospects, results of operations and financial condition.

26. We are dependent on a number of key personnel, including our senior management, and the loss of or our inability to
attract or retain such persons could adversely affect our business, results of operations and financial condition.

We are highly dependent on our Directors, senior management and other key personnel for setting our strategic business direction
and managing our business. Our senior management team and sales team have extensive experience in the dairy industry in India.
Our individual Promoter, Managing Director, Dodla Sunil Reddy, our chairman, Dodla Sesha Reddy and our chief executive
officer, Venkat Krishna Reddy Busireddy, have over 20 years each in the dairy industry. We have not obtained any key man
insurance with respect to such individuals. Our ability to meet continued success and future business challenges depends on our
ability to attract, recruit and retain experienced, talented and skilled professionals. Due to the current limited pool of skilled
personnel, competition for senior management, commercial and finance professionals in our industry is intense. The loss of the
services of our Directors, senior management or other key personnel or our inability to recruit or train a sufficient number of
experienced personnel or our inability to manage the attrition levels in different employee categories may have an adverse effect
on our financial results and business prospects. Competition for qualified personnel with relevant industry expertise in India is
intense due to the scarcity of qualified individuals in the industry in which we operate. We may also be required to increase our
levels of employee compensation more rapidly than in the past to remain competitive in attracting skilled employees that our
business requires. A loss of the services of our key personnel could adversely affect our cash flows, business, financial condition,
results of operations and prospects.

27. A number of our properties are not registered in our name and are located on leased premises. There can be no
assurance that these lease agreements will be renewed upon termination or that we will be able to obtain other premises
on lease on same or similar commercial terms.

A number of our properties including some of our processing plants, chilling centres and Dodla Dairy Collection Centres are
located on leased premises. These lease agreements may be terminated in accordance with their respective terms, and any
termination or non-renewal of such leases could adversely affect our operations. There can be no assurance that we will be able to
retain or renew such leases on same or similar terms, or that we will find alternate locations for the existing facilities on terms
favourable to us, or at all. Failure to identify suitable premises for relocation of existing properties, if required, or in relation to
new or proposed properties we may purchase, in time or at all, may have an adverse effect on our production and supply chain,
the pace of our projected growth as well as our business and results of operations.

28. Our business does not involve long term purchase arrangements and we rely on indents from third-party agents and
distributors and franchisees (for our Dodla Retail Parlors) that determine the terms of sales of our products. As a
result, our sales may fluctuate significantly as a result of changes in our third-party agents and distributors’
preferences.

Our business does not involve long-term purchase agreements and we rely on indents from third-party agents and distributors and
franchisees (for our Dodla Retail Parlors). However, indents may be amended or cancelled prior to finalization, and in such event,
an amendment or cancellation may take place, and we may be unable to seek compensation for any surplus products that we
produce. We have not entered into any agreements with our third-party distribution agents and distributors for distribution of our
products and there is no firm commitment on part of our third-party agents and distributors to continue to pass on new purchase
orders to us and we may not be able to track their activities including in relation to marketing and selling of products. Any failure
to meet our third-party distribution agents and distributors’ and franchisees’ expectation could result in the cancellation or non-
renewal of indents. In cases where we have entered into agreements with third-party agents and distributors, such contracts do not
bind them to provide us with a specific volume of business and can be terminated by them for cause. Additionally, these third-
party agents and distributors also stock products of multiple manufacturers, who could be our competitors. As a result, our sales
may fluctuate significantly as a result of changes in our third party agents’ and distributors’ preferences.

29. If we are not able to successfully identify and integrate any future acquisitions, it could have a material adverse effect
on our growth strategy, business, financial condition, results of operations and prospects.

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We evaluate potential acquisition targets from time to time, and we may in the future seek to acquire businesses and assets in order
to expand our operations and brand portfolio or to enter new markets. Further, in the past we have acquired certain processing
plants and chilling centers. The completion of acquisitions and, if completed, the successful integration of such newly acquired
businesses into our operations may be difficult for a variety of reasons, including differing culture or management styles, poor
records or internal controls and difficulty in establishing immediate control over cash flows. As a result, potential future
acquisitions pose significant risks to our existing operations, including:

 additional demands placed on our senior management, who are also responsible for managing our existing operations;
 increased overall operating complexity of our business, requiring greater personnel and other resources;
 additional cash expenditures to integrate acquisitions;
 incurrence of additional debt to finance acquisitions and higher debt service costs related thereto; and
 the need to attract and retain sufficient numbers of qualified management and other personnel.

Moreover, when making acquisitions it may not be possible for us to conduct a detailed investigation of the nature of the assets
being acquired due to, for example, time constraints in making acquisition decisions and other factors. We may also become
responsible for additional liabilities or obligations not foreseen at the time of an acquisition. Moreover, even if we are successful
in integrating newly acquired assets and acquiring additional assets, expected synergies and cost savings may not materialise,
resulting in lower than expected benefits from such acquisitions.

30. Stringent food safety, consumer goods, health and safety laws and regulations may result in increased liabilities and
increased capital expenditures.

Our operations are subject to stringent health and safety laws as our products are for human consumption and are therefore subject
to various industry specific regulations. We may also be subject to additional regulatory requirements due to changes in
governmental policies. Further, we may also incur additional costs and liabilities related to compliance with these laws and
regulations that are an inherent part of our business. We are subject to various central, state and local food safety, consumer goods,
health and safety and other laws and regulations. These relate to various issues, including food safety, food ingredients, and food
packaging requirements, and the investigation and remediation of contamination. We have in the past paid penalties under the
FSSA for substandard quality of milk, curd and SMP. For details, see “Outstanding Litigation and Material Developments” on
page 321.

These laws and regulations are increasingly becoming stringent and may in the future create substantial compliance or remediation
liabilities and costs. These laws may impose liability for non-compliance, regardless of fault. Other laws may require us to
investigate and remediate contamination at our facilities and production processes. While we intend to comply with applicable
regulatory requirements, it is possible that such compliance may prove restrictive, costly and onerous and an inability to comply
with such regulatory requirement may attract penalty. For details see, “Government and Other Approvals” and “Regulations and
Policies” beginning on pages 325 and 151, respectively.

31. Failure to realize anticipated benefits from various initiatives introduced to enhance productivity and improve
operating efficiencies may adversely affect our business, results of operations, cash flows and financial condition.

Our future success and profitability depend in part on our ability to reduce costs and improve efficiencies. Our productivity
initiatives help fund our growth initiatives and contribute to our results of operations. We continue to implement strategic plans
that we believe will position our business for future success and long-term growth by enabling us to achieve a lower cost structure
and operate more efficiently in the highly competitive dairy industry. In order to capitalize on our cost reduction efforts, it will be
necessary to make certain investments in our business, which may be constrained by the amount of capital investments required.
In addition, it is critical that we have the appropriate personnel in place to continue to lead and execute our growth strategy. If we
are unable to successfully implement our productivity initiatives in a timely manner or at all, do not achieve expected savings as
a result of these initiatives or incur higher than expected or unanticipated costs in implementing these initiatives, our business,
results of operations, cash flows and financial condition may be adversely impacted.

32. Technology failures or advancements could disrupt our operations and adversely affect our business operations and
financial performance.

IT systems are critical to our ability to manage our large production operations and distribution network and in turn, to maximize
efficiencies and optimize costs. Our IT systems enable us to coordinate our operations, from planning, production scheduling and
raw material ordering, vehicle loading, customer delivery, invoicing, customer relationship management and decision support. If
we do not allocate and effectively manage the resources necessary to build and sustain the proper IT infrastructure, we could be
subject to transaction errors, processing inefficiencies, customer service disruptions and, in some instances, loss of customers. Our
IT systems, and the systems of our third party IT service providers may also be vulnerable to a variety of interruptions due to
events beyond our control, including, but not limited to, natural disasters, telecommunications failures, computer viruses, hackers

25
and other security issues. IT interruptions and system failures could have a material and adverse effect on our ability to realise the
anticipated improvements in productivity and efficiency.

Additionally, we use advanced technology systems to manage our raw milk procurement, processing as well as distribution
operations. A fault in or disruption to our information technology systems could cause disruption to our business. In addition,
technological advances from time to time may result in our systems, methods or processing facilities becoming obsolete. Failure
to keep up to date with such changes could result in our competitors having an advantage over us, which could impact negatively
upon both our financial performance and our reputation. Any significant upgrade to or replacement of our systems could require
considerable capital expenditure, which could affect our results of operations and financial condition.

33. There have been instances of non-compliances with certain compliance centric provisions of legislations such as the
Factories Act, 1948, FSSA, Electricity Act, 2003, Hazardous Waste (Management, Handling and Transboundary
Movement) Rules, 2008 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal )
Act, 2013. If we are unable to establish and maintain an effective system of internal controls and compliances, our
business and reputation could be adversely affected.

We manage our internal compliance by monitoring and evaluating internal controls, and ensuring all relevant statutory and
regulatory compliances. However, there can be no assurance that deficiencies in our internal controls will not arise, or that we will
be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal
controls, in a timely manner or at all.

For instance, in the past our Company has failed (i) to conduct medical examinations of our employees as provided under the
provisions of the Factories Act, 1948; (ii) to file details of solid and liquid waste generated per day to the concerned state pollution
board as provided for under the provisions of the Factories Act, 1948; (iii) to display details of penal consequences at conspicuous
place at our Nellore and Sattenpalle processing plants as required under the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal ) Act, 2013; (iv) to file returns of water usage at our Palacode plant as required
under the provisions of the Water (Prevention and Control of Pollution) Cess Rules,1978; (v) to sell hazardous waste in the manner
as required under the Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008 and; (vi) to display
our FSSAI license at a conspicuous place at certain of our plants. Additionally, our Subsidiary, DDKL had defaulted with respect
to its PAYE income tax obligations in Kenya for the period December 1, 2017 to December 31, 2017. While, DDKL has addressed
the waiver application and filed with the Kenya Revenue Authority, in the event that the Kenya Revenue Authority does not grant
the waiver, DDKL will have to pay the penalty and any accrued interest thereon. As we continue to grow, there can be no assurance
that there will be no other instances of statutory non-compliance/ delays by our Company or its Subsidiaries.

34. Certain of our financing agreements involve variable interest rates and any increase in interest rates may adversely
affect our results of operations and financial condition.

We are susceptible to changes in interest rates and the risks arising therefrom. Certain of our financing agreements provide for
interest at variable rates with a provision for the periodic resetting of interest rates. Further, under certain of our financing
agreements, the rate of interest charged to us is subject to revision on the basis of the prevailing money market conditions and the
base rate that depends on the policies of the RBI. See “Financial Indebtedness” beginning on page 319 for a description of interest
payable under our financing agreements. Further, in recent years, the Government of India has taken measures to control inflation,
which have included tightening the monetary policy by raising interest rates. As such, any increase in interest rates may have an
adverse effect on our business, results of operations, cash flows and financial condition.

35. The emergence of modern trade channels in the form of hypermarkets, supermarkets and online retailers may
adversely affect our pricing ability, and result in temporary loss of retail shelf space and disrupt sales of food products,
which may have an adverse effect on our results of operations and financial condition.

India has recently witnessed the emergence of hypermarkets, supermarkets and online retailers and the market penetration of large
scaled organized retail in India is likely to increase further. While we believe this provides us with an opportunity to improve our
supply chain efficiencies and increase the visibility of our brands, it also increases the negotiating position of such stores. We
cannot assure you that we will be able to negotiate our distribution agreements, specially our pricing or credit provisions, on terms
favourable to us, or at all. Any inability to enter into distribution agreements and on terms favourable to us, may have an adverse
effect on our pricing and margins, and consequently adversely affect our results of operations and financial condition.

From time to time, retailers change distribution centers that supply products to some of their retail stores. If a new distribution
center has not previously distributed our products in that region, it may take time to get a retailer’s distribution center to begin
distributing new products in its region. Even if a retailer approves the distribution of products in a new region, product sales may
decline while the transition in distribution takes place. If we do not get approval to have our products offered in a new distribution
region or if getting this approval takes longer than anticipated, our sales and operating results may suffer.

26
36. Any delay or default in payments from third party agents, distributors and franchisees could result in the reduction of
our profits.

All our sales are made through third-party distribution agents and distributors and franchisees (for our Dodla Retail Parlors) and
credit extended is included in such sales. Consequently, we face the risk of the uncertainty regarding the receipt of these
outstanding amounts. As a result of such industry conditions, we have and may continue to have high levels of outstanding
receivables. As at Fiscal 2018, our trade receivables were `36.05 million. If our third-party distribution agents, distributors and
franchisees default in making these payments our profits margins could be adversely affected.

37. We are subject to several tax regimes. Any failure to comply with such tax laws and any changes in tax laws and rules
applicable to us may adversely affect our results of operations and financial condition.

Taxes and other levies imposed by the GoI or State governments in India that affect our business and operations include income
tax, goods and services tax and other additional taxes and surcharges introduced on a permanent or temporary basis from time to
time. Our operations, while primarily located in India, are also located in several jurisdictions in Africa and south east Asia.
Consequently, we are subject to the jurisdiction of a significant number of tax authorities and regimes. The revenues recorded and
income earned in these various jurisdictions are taxed on differing bases, including net income actually earned, net income deemed
earned and revenue-based tax withholding. The final determination of our tax liabilities involves the interpretation of local tax
laws, tax treaties and related authorities in each jurisdiction as well as the significant use of estimates and assumptions regarding
the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred. These
tax liabilities and tax regimes also involve the assessment of transfer pricing arrangements among our Company and its
Subsidiaries in different tax jurisdictions.

Although we enter into arms-length transactions among our Company and its Subsidiaries, there can be no assurance that
regulatory and tax authorities in the various jurisdictions that we operate in will not disagree with our assessment of such
transactions. Changes in the operating environment, including changes in tax law and currency/repatriation controls, including on
a retroactive basis, could impact the determination of our tax liabilities for any given tax year. Foreign income tax returns of
foreign subsidiaries, unconsolidated affiliates and related entities are routinely examined by foreign tax authorities. These tax
examinations may result in assessments of additional taxes or penalties or both and have an adverse effect on our results of
operations and financial condition.

38. Our insurance coverage may not be adequate and this may have a material adverse effect on our business financial
condition and results of operation.

We maintain insurance coverage for key risks relating to our business. While we believe that the amount of our insurance coverage
is in line with industry standards, there can be no assurance that any claim under the insurance policies maintained by us will be
honoured fully, in part or on time. In addition, not all risks associated with our operations may be insurable, on commercially
reasonable terms or at all. Although we believe that we have obtained insurance coverage customary to our business, such
insurance may not provide adequate coverage in certain circumstances and is subject to certain deductibles, exclusions and limits
on coverage. To the extent that we suffer loss or damage that is not covered by insurance or exceeds our insurance coverage, our
results of operations and cash flow may be adversely affected. Natural disasters in the future or occurrence of any other event for
which we are not adequately or sufficiently insured may cause significant disruption to our operations that could have a material
adverse impact on our business and operations. The occurrence of an event for which we are not adequately or sufficiently insured
could have an adverse effect on our business, results of operations, financial condition and cash flows. If we are subject to litigation
or claims or our operations are interrupted for a sustained period, we cannot assure you that our insurance policies will be adequate
to cover the losses that may be incurred as a result of such interruption. For further details on our insurance arrangements, see
“Business– Insurance” on page 149.

39. We will continue to be controlled by our Promoters and certain members of our Promoter Group after the completion
of the Offer

After the completion of the Offer, our Promoters and certain members of our Promoter Group will hold majority of our outstanding
Equity Shares. As a result, our Promoters and certain members of our Promoter Group will continue to exercise significant control
over us, including being able to control the composition of our Board and determine matters requiring shareholder approval or
approval of our Board. They may take or block actions with respect to our business, which may conflict with our interests or the
interests of our minority shareholders. By exercising their control, our Promoters and certain members of our Promoter Group
could delay, defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger, consolidation,
takeover or other business combination involving us, discourage or encourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of us. We cannot guarantee that our Promoters and Promoter Group will act in our interest
while exercising their rights.

40. Our operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees
or any other kind of disputes with our employees.

27
As of May 31, 2018, we employed 2,203 full time personnel and 2,059 contract employees across our various facilities in India
and Africa. Although we have not experienced any major work stoppages due to labour disputes or cessation of work in the recent
past, we cannot assure you that we will not experience disruptions in work due to disputes or other problems with our work force,
which may adversely affect our ability to continue our business operations. Any labour unrest directed against us, could directly
or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in
our operations. These actions are improbable for us to forecast or control and any such event could adversely affect our business,
results of operations and financial condition.

41. We appoint contract labour for carrying out certain of our operations and we may be held responsible for paying the
wages of such workers, if the independent contractors through whom such workers are hired default on their
obligations, and such obligations could have an adverse effect on our results of operations and financial condition.

In order to retain flexibility and control costs, our Company appoints independent contractors who in turn engage on-site contract
labour for performance of certain of our operations. Although our Company does not engage these labourers directly, we may be
held responsible for any wage payments to be made to such labourers in the event of default by such independent contractor. Any
requirement to fund their wage requirements may have an adverse impact on our results of operations and financial condition.
Additionally, we are also required to ensure compliance with provisions of the Contract Labour (Regulation and Abolition) Act,
1970, as amended, and we may be required to absorb a number of such contract labourers as permanent employees. Thus, any
such order from a regulatory body or court may have an adverse effect on our business, results of operations and financial
condition.

42. Our funding requirements and proposed deployment of the Net Proceeds of the Offer have not been appraised by a
bank or a financial institution and if there are any delays or cost overruns, our business, financial condition and
results of operations may be adversely affected.

We intend to use the Net Proceeds of the Fresh Issue for the purposes described in “Objects of the Offer” on page 81. Whilst a
monitoring agency will be appointed for monitoring utilisation of the Net Proceeds, in the event of the estimated utilisation of the
Net Proceeds in a scheduled Fiscal being not undertaken in its entirety, the remaining Net Proceeds shall be utilised in subsequent
Fiscals, as may be decided by our Company, in accordance with applicable laws. Further, if the Net Proceeds are not completely
utilised for the objects during the respective periods stated above due to factors such as (i) economic and business conditions; (ii)
increased competition; (iii) timely completion of the Offer; (iv) market conditions outside the control of our Company; and (v)
any other commercial considerations, the remaining Net Proceeds shall be utilised (in part or full) in subsequent periods as may
be determined by our Company, in accordance with applicable laws. Deployment of funds is based on management estimates,
current circumstances of our business and prevailing market conditions. The deployment of funds has not been appraised by any
bank or financial institution. We may have to revise our funding requirements and deployment from time to time on account of
various factors, such as financial and market conditions, competition, business and strategy and interest/exchange rate fluctuations
and other external factors, which may not be within the control of our management. This may entail rescheduling the proposed
utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion of our management,
subject to compliance with applicable law. Our internal management estimates may exceed fair market value or the value that
would have been determined by third party appraisals, which may require us to reschedule or reallocate our project and capital
expenditure and may have an adverse impact on our business, financial condition, results of operations and cash flows.

Further, pending utilization of Net Proceeds towards the Objects of the Offer, our Company will have the flexibility to deploy the
Net Proceeds and to deposit the Net Proceeds temporarily in deposits with one or more scheduled commercial banks included in
Second Schedule of Reserve Bank of India Act, 1939. Accordingly, prospective investors in the Offer will need to rely upon our
management’s judgment with respect to the use of Net Proceeds.

43. We intend to utilize a portion of the Net Proceeds for purchase of equipments. We are yet to place orders for such equipments.

We intend to utilize a portion of the Net Proceeds for purchase of equipments. We estimated the total cost of such equipments to
be `267.77 million. However we are yet to place orders for 100% of such equipments. We have not entered into any definitive
agreements to utilize the Net Proceeds for this object of the Offer and have relied on the quotations received from third parties for
estimation of some of the cost. While we have obtained the quotations from various vendors in relation to such equipments, most
of these quotations are valid for a certain period of time and may be subject to revisions. We cannot assure that we will be able to
procure such equipments within the cost indicated by such quotations. For details, see “Objects of the Offer” at page 81

44. Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Draft Red Herring
Prospectus would be subject to certain compliance requirements, including prior shareholders’ approval.

We propose to utilise the Net Proceeds for repayment/ pre-payment, in full or part, of certain borrowings availed by our Company,
funding our purchase of plant and machinery and other general corporate purposes.

Given the nature of our business and due to various uncertainties involved, we may be unable to utilize the Net Proceeds within

28
the time frame or as per the schedule of deployment that we currently estimate. In the case of increase in actual outlay or shortfall
in requisite funds, additional funds for the purpose will be met by means available to us, including internal accruals and additional
equity and/or debt arrangements.

Further, while our management is required to temporarily deposit the Net Proceeds, pending utilization, with Scheduled
commercial banks listed in Schedule II of the Reserve Bank of India Act, 1934, there can be no assurance that we will earn
significant interest income on, or that we will not suffer unanticipated diminution in the value of, such temporary deposits.

For further details of the proposed objects of the Offer, see “Objects of the Offer” beginning on page 81. At this stage, we cannot
determine with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any exigencies arising
out of competitive environment, business conditions, economic conditions or other factors beyond our control. In accordance with
Section 27 of the Companies Act, 2013, we cannot undertake any variation in the utilisation of the Net Proceeds or in the terms of
any contract as disclosed in the Draft Red Herring Prospectus without obtaining the shareholders’ approval through a special
resolution. In the event of any such circumstances that require us to undertake variation in the disclosed utilisation of the Net
Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining
such shareholders’ approval may adversely affect our business or operations.

Further, our Promoters or controlling shareholders would be required to provide an exit opportunity to the shareholders who do
not agree with our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as
prescribed by SEBI. Additionally, the requirement on Promoters or controlling shareholders to provide an exit opportunity to such
dissenting shareholders may deter the Promoters or controlling shareholders from agreeing to the variation of the proposed
utilisation of the Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the
Promoters or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable
them to provide an exit opportunity at the price prescribed by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized proceeds of the
Fresh Issue, if any, or vary the terms of any contract referred to in the Draft Red Herring Prospectus, even if such variation is in
the interest of our Company. This may restrict our Company’s ability to respond to any change in our business or financial
condition by re-deploying the unutilised portion of Net Proceeds, if any, or varying the terms of contract, which may adversely
affect our business and results of operations.

45. We may not be able to derive the expected benefits of the deployment of the Net Proceeds, in a timely manner, or at
all.

Our Company intends to use a certain portion of the Net Proceeds for the purposes of repayment / prepayment in full or in part, of
certain of the borrowings availed by the Company and funding our purchase of plant and machinery. We cannot ascertain whether
such initiatives will result in increased sales or have an equivalent monetary impact. Our estimates for the proposed expenditure
are based on several variables, a significant variation in any one or a combination of which could have an adverse effect.

The details in this regard have been disclosed in the section entitled “Objects of the Offer” beginning on page 81. While the
utilisation of Net Proceeds for repayment / prepayment of the borrowings and funding our purchase of equipments would help us
to reduce our cost of debt and enable the utilisation of our funds for further investment in business growth and expansion, these
objects will not result in the creation of any tangible assets for our Company.

46. Information relating to our installed capacities and the historical capacity utilization of our processing plants included
in this Draft Red Herring Prospectus is based on various assumptions and estimates and future production and
capacity utilization may vary.

Information relating to our installed capacities and the historical capacity utilization of our processing facilities included in this
Draft Red Herring Prospectus is based on various assumptions and estimates of our management, including proposed operations,
assumptions relating to availability and quality of raw materials and assumptions relating to potential utilization levels and
operational efficiencies. While we have obtained a certificate dated August 2, 2018 from Servel Krishna Engineers Private Limited,
chartered engineer in relation to such capacities, actual production levels and future capacity utilization rates may vary significantly
from the estimated production capacities of our production facilities and historical capacity utilization rates. In addition, capacity
utilization is calculated differently in different countries, industries and for the kinds of products we manufacture. Actual utilization
rates may differ significantly from the estimated installed capacities or historical estimated capacity utilization information of our
facilities. Undue reliance should therefore not be placed on our installed capacity or historical estimated capacity utilization
information for our existing facilities included in this Draft Red Herring Prospectus. For further information, see “Our Business”
on page 144.

47. Industry information included in this Draft Red Herring Prospectus has been derived from an industry report
commissioned by us for such purpose. There can be no assurance that such third-party statistical, financial and other
industry information is either complete or accurate.

29
We have availed the services of an independent third party research agency, CRISIL Limited, to prepare an industry report titled
“Assessment of the Indian dairy industry” dated August 3, 2018, for purposes of inclusion of such information in this Draft Red
Herring Prospectus. This report is subject to various limitations and based upon certain assumptions that are subjective in nature.
We have not independently verified data from this industry report. Although we believe that the data may be considered to be
reliable, the accuracy, completeness and underlying assumptions are not guaranteed and dependability cannot be assured. While
we have taken reasonable care in the reproduction of the information, the information has not been prepared or independently
verified by us, any of the BRLMs or any of our or their respective affiliates or advisors and, therefore, we make no representation
or warranty, express or implied, as to the accuracy or completeness of such facts and statistics. Due to possibly flawed or ineffective
collection methods or discrepancies between published information and market practice and other problems, the statistics herein
may be inaccurate or may not be comparable to statistics produced for other economies and should not be unduly relied upon.
Further, there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy as may be
the case elsewhere. Statements from third parties that involve estimates are subject to change, and actual amounts may differ
materially from those included in this Draft Red Herring Prospectus.

48. Our Statutory Auditor’s report may contain certain adverse remarks

There are certain adverse remarks from the auditors in their audit report and annexure to the auditor’s report under the Companies
(Auditor’s Report) Order, 2016, 2015 and 2003, as applicable, for the last five Fiscals. There is no assurance that our audit report
or annexure there on for any future fiscal periods will not contain such comments or any other qualifications or otherwise affect
our results of operations in such future fiscal periods. Investors should consider these remarks in evaluating our financial position,
cash flows and results of operations. Any such qualifications in the auditors’ report on our financial statements in the future may
also adversely affect the trading price of the Equity Shares. For details on these qualifications, emphasis of matter, refer the
annexure V to our Restated Standalone and Consolidated Financial Information and “Financial Statements” on pages 244 and 198
respectively.

49. The accounts of our erstwhile subsidiary, Dodla Singapore Pte Limited and our erstwhile associate, Abyssinia Bharat
Food Parks PLC, Ethiopia which form part of our Restated Consolidated Financial Information for Fiscal Year 2014,
are unaudited.

Our erstwhile subsidiary, Dodla Singapore Pte Limited (“DSPL”), was incorporated under the laws of Singapore. Our Company
held 100% of the share capital in DSPL as on March 31, 2014. DSPL is included in our Restated Consolidated Financial
Information till Fiscal 2014 as a subsidiary. Our Company disinvested its entire shareholding in DSPL in the year 2014-15. The
accounts of DSPL as included in this Draft Red Herring Prospectus, are unaudited and furnished by the management of the relevant
subsidiary. For Fiscal 2014, DSPL contributed 0% towards our total revenue, on a consolidated basis. Our erstwhile associate,
Abyssinia Bharat Food Parks PLC, Ethiopia (“Abyssinia”), was incorporated under the laws of Ethiopia. Our Company held
34.02% of the share capital in Abyssinia as on March 31, 2014. Abyssinia is included in our Restated Consolidated Financial
Information till Fiscal 2014 as an associate. Our Company disinvested its entire shareholding in Abyssinia in the year 2014-15.
The accounts of Abyssinia as included in this Draft Red Herring Prospectus, are unaudited and furnished by the management of
the relevant associate. For Fiscal 2014, Abyssinia contributed 0% towards our total revenue, on a consolidated basis.

We may face risks associated with such financial information not being verified by an independent third party. If such financial
information had been audited, adjustments and modifications may have arisen during the course of audit process, which could
have resulted in differences compared to that unaudited financial information which were furnished and relied on for preparation
of our restated consolidated financial information.

50. We are exposed to foreign currency exchange rate fluctuations may have an adverse effect on our results of operations
and value of the Equity Shares.

Although we closely follow our exposure to foreign currencies and selectively enter into hedging transactions in an attempt to
reduce the risks of currency fluctuations, these activities are not always sufficient to protect us against incurring potential losses
if currencies fluctuate significantly. Our Subsidiary, DHPL has provided a USD denominated loan to our Subsidiary LDL which
is subject to risks of currency fluctuations. Any such losses on account of foreign exchange fluctuations may adversely affect our
results of operations.

The exchange rate between the Indian Rupee and the USD and other foreign currencies has changed considerably in recent years
and may fluctuate substantially in the future. Fluctuations in the exchange rate between the Indian Rupee and other currencies may
affect the value of a non-resident investor’s investment in the Equity Shares.

A non-resident investor may not be able to convert Indian Rupee proceeds into USD or any other currency or the rate at which
any such conversion may occur could fluctuate. In addition, our market valuation could be seriously harmed by the devaluation of
the Rupee, if United States or other non-resident investors analyze our value based on the USD equivalent of our financial condition
and results of operations.

30
For historical exchange rate fluctuations, see “Certain Conventions, Presentation of Financial, Industry and Market Data” on
page 11.

51. Certain Promoters, Directors and key management personnel hold Equity Shares in our Company and are therefore
interested in the Company’s performance in addition to their remuneration and reimbursement of expenses.

Certain of our Promoters, Directors and KMPs are interested in our Company, in addition to regular remuneration or benefits and
reimbursement of expenses, to the extent of their shareholding in our Company. We cannot assure you that our Promoters will
exercise their rights as shareholders to the benefit and best interest of our Company. Our Promoters will continue to exercise
significant control over us, and may take or block actions with respect to our business which may conflict with the best interests
of our Company or that of minority shareholders. For details on the interest of our individual Promoters and Directors of our
Company, other than reimbursement of expenses incurred or normal remuneration or benefits, see “Our Management” on page
167.

52. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely affect
our ability to operate our business and implement our growth plans, thereby affecting our financial condition.

The following table sets forth certain information relating to our cash flows on a consolidated basis for the periods indicated. We
may in the future experience negative operating cash flows.

(in ` million)
Fiscal
Particulars
2014 2015 2016 2017 2018
Net cash generated from/ (used in) operating 590.70 (518.12) 1,231.34 609.73 860.96
activities
Net cash used in investing activities (529.61) (160.48) (932.98) (791.12) (657.11)
Net cash generated from/ (used in) the financing 139.71 75.77 (357.87) 191.72 (400.85)
activities
Net increase/(decrease) in cash and cash 200.80 (602.83) (59.51) 10.33 (197.00)
equivalents

Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially impact our ability
to operate our business and implement our growth plans. As a result, our cash flows, business, future financial performance and
results of operations could be materially and adversely affected. For further details, see “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on page 300.

53. Our Subsidiaries, Lakeside Dairy Ltd. and Dodla Dairy Kenya Limited have incurred losses in the past and may incur
losses in the future

Our Subsidiaries, Lakeside Dairy Ltd. and Dodla Dairy Kenya Limited have incurred losses in the past. Any such losses that our
subsidiaries or we may incur in the future will adversely affect our results of operations and financial condition.

The following table sets forth information on losses incurred losses by our Subsidiary in the past:
(in ` million)
Name of the Profit / (Loss)
Subsidiary Fiscal 2014 Fiscal 2015 Fiscal 2016 Fiscal 2017 Fiscal 2018
Lakeside Dairy Ltd.* (in Not Applicable (1,186.07) (1,742.79) (1,411.54) 1,857.89
UGX million)
Dodla Dairy Kenya Not Applicable Not Applicable Not Applicable Not Applicable (12.88)
Limited**
(in KES million)
* Incorporated in Fiscal 2015
** Incorporated in Fiscal 2018

There can be no assurance that our Subsidiaries will not incur losses in the future, which may have an adverse effect on our
reputation and business.

54. Certain of our Group Companies have incurred losses in the past, which may have an adverse effect on our reputation
and business.

Certain of our Group Companies have incurred losses during financial years 2016, 2017 and 2018 as set out below:

31
 (` in million)
Name of the Group Profit / (Loss)
Company
Fiscal 2016 Fiscal 2017 Fiscal 2018
GVC (8.19) (2.77) (0.70)

There can be no assurance that our Group Companies will not incur losses in the future which may have an adverse effect on our
reputation and business.

55. We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.

We have in the past entered into transactions with certain of our Promoters, relatives of our Promoters, Directors, and enterprises
over which our Directors have a significant influence. While we believe that all such transactions have been conducted on an arm’s
length basis, we cannot assure you that we might have obtained more favourable terms had such transactions been entered into
with unrelated parties. Further, it is likely that we may enter into related party transactions in the future. Such related party
transactions may potentially involve conflicts of interest.

For details on our related party transactions, see “Related Party Transactions” on page 182. We cannot assure you that such
transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an
adverse effect on our business, results of operations, cash flows and financial condition.

56. We have certain contingent liabilities that have not been provided for in our financial statements, which if they
materialise, may adversely affect our financial condition.

As of March 31, 2018, our contingent liabilities were as follows:

As at
Particulars March 31, 2018
(` Million)
Income tax matters 0.99
Indirect tax matters 6.44
Total 7.43

For further information on our contingent liabilities, see Annexure VII of our Restated Consolidated Financial Information on
page 220.

If a significant portion of these liabilities materialize, it could have an adverse effect on our business, financial condition and
results of operations.

57. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.

Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working capital requirements,
capital expenditure and restrictive covenants of our financing arrangements. The declaration and payment of dividends will be
recommended by the Board of Directors and approved by the Shareholders, at their discretion, subject to the provisions of the
Articles of Association and applicable law, including the Companies Act, 2013. Our Company has only declared a dividend in
Fiscal 2016 but has not adopted any formal dividend policy. We may retain all future earnings, if any, for use in the operations
and expansion of the business. As a result, we may not declare dividends in the foreseeable future. Any future determination as to
the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems
relevant, including among others, our future earnings, financial condition, cash requirements, business prospects and any other
financing arrangements. We cannot assure you that we will be able to pay dividends in the future. Accordingly, realization of a
gain on Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There is no guarantee that
our Equity Shares will appreciate in value. For details of dividend paid by our Company in the past, see “Dividend Policy” on
page 183.

58. Our brand “Dairy Top” is currently unregistered in India. Until applied for registrations are granted, we may not be
able to prevent unauthorised use of such trademarks by third parties, which may lead to the dilution of our goodwill
and adversely affect our business.

Our brand “Dairy Top” is not registered in India as this mark is currently conflicting with certain registered trademarks in India.
In the event we are not able to obtain registrations due to opposition by third parties or if any injunctive or other adverse order is

32
issued against us in respect of any of our trademarks for which we have applied for registration, we may not be able to avail the
legal protection or prevent unauthorised use of such trademarks by third parties.

External Risk Factors

59. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and
regulations, in India may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavourable changes in, or interpretations of existing
laws, or the promulgation of new laws, rules and regulations applicable to us and our business. Please see “Regulations and
Policies” on page 151.

The regulatory and policy environment in which we operate is evolving and subject to change. There can be no assurance that the
Government of India may not implement new regulations and policies which will require us to obtain approvals and licenses from
the Government and other regulatory bodies, or impose onerous requirements, conditions, costs and expenditures on our
operations. Any such changes and the related uncertainties with respect to the implementation of the new regulations may have a
material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may have to incur
capital expenditures to comply with the requirements of any new regulations, which may also materially harm our results of
operations and cash flows. Any changes to such laws, including the instances briefly mentioned below, may adversely affect our
business, financial condition, results of operations, cash flows and prospects:

On November 8, 2016, the Reserve Bank of India, or RBI, and the Ministry of Finance of the GoI withdrew the legal tender status
of `500 and `1,000 currency notes pursuant to notification dated November 8, 2016. The short-term impact of these developments
has been, among other things, a decrease in liquidity of cash in India. There is uncertainty on the long-term impact of this action.
The RBI has also established, and continues to refine, a process for holders of affected banknotes to tender such notes for equivalent
value credited into the holders’ bank accounts. The short-term and long-term effects of demonetization on the Indian economy,
India’s capital markets and our business are uncertain and we cannot accurately predict its effect on our business, results of
operations, cash flows, financial condition and prospects.

The General Anti Avoidance Rules (“GAAR”) have recently been notified by way of an amendment to the Income Tax Act, 1961.
While the intent of this legislation is to prevent business arrangements set up with the intent to avoid tax incidence under the
Income Tax Act, 1961, certain exemptions have been notified, viz., (i) arrangements where the tax benefit to all parties under an
arrangement is less than `30.00 million, (ii) where Foreign Institutional Investors (“FIIs”) have not taken benefit of a double tax
avoidance tax treaty under Section 90 or 90A of the Income Tax Act, 1961 and have invested in listed or unlisted securities with
SEBI approval, (iii) where a non-resident has made an investment, either direct or indirect, by way of an offshore derivative
instrument in an FII. Further, investments made up to March 31, 2017 shall not be subject to GAAR provided that GAAR may
apply to any business arrangement pursuant to which tax benefit is obtained on or after April 1, 2017, irrespective of the date on
which such arrangement was entered into.

We have not determined the impact of these recent and proposed laws and regulations on our business. Uncertainty in the
applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the
jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent
may be time consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our
ability to grow our business in the future. Further, if we are affected, directly or indirectly, by the application or interpretation of
any provision of such laws and regulations or any related proceedings, or are required to bear any costs in order to comply with
such provisions or to defend such proceedings, our business and financial performance may be adversely affected.

60. Financial difficulty and other problems in certain financial institutions in India could have a material adverse effect
on our business, results of operations, cash flows and financial condition.

We are exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced by certain
Indian financial institutions whose commercial soundness may be closely related as a result of credit, trading, clearing or other
relationships. This risk, which is sometimes referred to as “systemic risk”, may adversely affect financial intermediaries, such as
clearing agencies, banks, securities firms and exchanges with which we interact on a daily basis. Any such difficulties or instability
of the Indian financial system in general could create an adverse market perception about Indian financial institutions and banks
and adversely affect our business. In fiscal 2011, Indian government agencies initiated proceedings against certain financial
institutions, alleging bribery in the loans and investment approval process, which impacted market sentiment. Similar
developments in the future could negatively impact confidence in the financial sector and could have a material adverse effect on
our business, results of operations, cash flows and financial condition.

61. We may be affected by competition laws, the adverse application or interpretation of which could adversely affect our
business.

33
The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable adverse effect
on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or informal arrangement,
understanding or action in concert, which causes or is likely to cause an AAEC is considered void and may result in the imposition
of substantial penalties. Further, any agreement among competitors which directly or indirectly involves the determination of
purchase or sale prices, limits or controls production, supply, markets, technical development, investment or the provision of
services or shares the market or source of production or provision of services in any manner, including by way of allocation of
geographical area or number of customers in the relevant market or directly or indirectly results in bid-rigging or collusive bidding
is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a dominant position by any
enterprise.

On March 4, 2011, the Government notified and brought into force the combination regulation (merger control) provisions under
the Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, voting rights, assets or control
or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-
approved by the Competition Commission of India (the “CCI”). Additionally, on May 11, 2011, the CCI issued Competition
Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as amended, which
sets out the mechanism for implementation of the merger control regime in India.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in India.
Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further, the CCI has extra-
territorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement,
conduct or combination has an AAEC in India. However, the impact of the provisions of the Competition Act on the agreements
entered into by us cannot be predicted with certainty at this stage. However, since we pursue an acquisition driven growth strategy,
we may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any
enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by
the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business,
results of operations, cash flows and prospects.

62. Our business is substantially affected by prevailing economic, political and other prevailing conditions in emerging
markets.

We are incorporated in India, and our operations are located in India and other emerging markets across the world. As a result, we
are highly dependent on prevailing economic conditions in India and the other emerging markets and our results of operations and
cash flows are significantly affected by factors influencing the economy in these countries. Factors that may adversely affect the
economy, and hence our results of operations and cash flows, may include:

 any increase in interest rates or inflation;

 any exchange rate fluctuations;

 any scarcity of credit or other financing, resulting in an adverse impact on economic conditions and scarcity of financing
for our expansions;

 prevailing income conditions among consumers and corporates;

 volatility in, and actual or perceived trends in trading activity on, the relevant market’s principal stock exchanges;

 changes in tax, trade, fiscal or monetary policies;

 political instability, terrorism or military conflict in the region or globally, including in various neighbouring countries;

 occurrence of natural or man-made disasters;

 prevailing regional or global economic conditions, including in the relevant country’s principal export markets;

 any downgrading of debt rating by a domestic or international rating agency;

 instability in financial markets; and

 other significant regulatory or economic developments in or affecting India or the emerging markets.

34
Further, any slowdown or perceived slowdown in the Indian economy or the economy of any emerging market, or in specific
sectors of such economies, could adversely impact our business, results of operations, cash flows and financial condition and the
price of the Equity Shares.

63. If there is any change in tax laws or regulations, or their interpretation, such changes may significantly affect our
financial statements for the current and future years, which may have a material adverse effect on our financial
position, business, results of operations and cash flows.

Any change in tax laws including upward revision to the currently applicable normal corporate tax rate of 34.94% along with
applicable surcharge and cess, our tax burden will increase. Other benefits such as exemption for income earned by way of dividend
from investments in other domestic companies and units of mutual funds, exemption for interest received in respect of tax free
bonds, and long-term capital gains on equity shares if withdrawn by the statute in the future, may no longer be available to us.

Similarly, in relation to the applicable law on indirect taxation, the Government of India has notified a comprehensive national
GST regime that combines taxes and levies by the central and state governments into one unified rate of interest with effect from
July 1, 2017.

We cannot predict whether any tax laws or regulations impacting our products will be enacted, what the nature and impact of the
specific terms of any such laws or regulations will be or whether, if at all, any laws or regulations would have a material adverse
effect on our business, financial condition, cash flows and results of operations.

64. It may not be possible for investors outside India to enforce any judgment obtained outside India against our Company
or our management or any of our associates or affiliates in India, except by way of a suit in India.

Our Company is incorporated as a public limited company under the laws of India and all of our directors and executive officers
reside in India, except our Independent Director Kishore Mirchandani who is a resident of the United States of America. Further,
certain of our assets, and the assets of our executive officers and directors, may be located in India. As a result, it may be difficult
to effect service of process outside India upon us and our executive officers and directors or to enforce judgments obtained in
courts outside India against us or our executive officers and directors, including judgments predicated upon the civil liability
provisions of the securities laws of jurisdictions outside India.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of
jurisdictions, which includes the United Kingdom, Singapore and Hong Kong. In order to be enforceable, a judgment from a
jurisdiction with reciprocity must meet certain requirements of the Indian Code of Civil Procedure, 1908 (the “Civil Code”). The
Civil Code only permits the enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes,
other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India
cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any
court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-
reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against
us, our officers or directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian court.
However, the party in whose favour such final judgment is rendered may bring a fresh suit in a competent court in India based on
a final judgment that has been obtained in a non-reciprocating territory within three years of obtaining such final judgment. It is
unlikely that an Indian court would award damages on the same basis or to the same extent as was awarded in a final judgment
rendered by a court in another jurisdiction if the Indian court believed that the amount of damages awarded was excessive or
inconsistent with public policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to obtain
prior approval of the RBI to repatriate any amount recovered pursuant to the execution of the judgment.

65. Any adverse change in India’s sovereign credit rating by an international rating agency could adversely affect our
business, results of operations and cash flows.

In November 2016, Standard & Poor’s, an international rating agency, reiterated its negative outlook on India’s credit rating. It
identified India’s high fiscal deficit and heavy debt burden as the most significant constraints on its rating, and recommended the
implementation of reforms and containment of deficits. Standard & Poor’s affirmed its outlook on India’s sovereign debt rating to
“stable”, while reaffirming its “BBB-” rating. In May 2017, Fitch, another international rating agency, affirmed India’s sovereign
outlook to “stable” and affirmed its rating as “BBB-”. While in November 2017 Moody's Investors Service (“Moody”) upgraded
the Sovereign Credit Rating of India to Baa2 from Baa3, upgraded the Government of India’s local and foreign currency issuer
ratings to Baa2 from Baa3 and changed the outlook on the rating to stable from positive, going forward, the sovereign ratings
outlook will remain dependent on whether the government is able to transition the economy into a high-growth environment, as
well as exercise adequate fiscal restraint. Any adverse change in India’s credit ratings by international rating agencies may
adversely impact the Indian economy and consequently our business.

66. Natural calamities could have a negative effect on the Indian economy and cause our business to suffer.

35
India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years. The extent and
severity of these natural disasters determines their effect on the Indian economy. Further prolonged spells of below normal rainfall
or other natural calamities in the future could have a negative effect on the Indian economy, adversely affecting our business and
the price of our Equity Shares.

Risks in relation to the Offer

67. Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience price and
volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of our
Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price, or at
all.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Indian Stock
Exchanges may not develop or be sustained after the Offer. Listing and trading does not guarantee that a market for our Equity
Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Offer Price of the Equity Shares is
proposed to be determined through a book-building process and may not be indicative of the market price of the Equity Shares at
the time of commencement of trading of the Equity Shares or at any time thereafter. The market price and liquidity for the Equity
Shares may be subject to significant fluctuations in response to, among other factors:

 volatility in the Indian and other global securities markets;

 problems such as temporary closure, broker default and settlement delays experienced by the Indian Stock Exchanges;

 the performance and volatility of the Indian and global economy;

 financial instability in emerging markets that may lead to loss of investor confidence;

 risks relating to our business and industry, including those discussed in this Draft Red Herring Prospectus;

 strategic actions by us or our competitors;

 investor perception of the investment opportunity associated with our Equity Shares and our future performance;

 future sales of our Equity Shares;

 variations in our quarterly results of operations or cash flows;

 differences between our actual financial and operating results and those expected by investors and analysts;

 our future expansion plans;

 changes in the estimates of our performance or recommendations by financial analysts;

 significant developments in India’s economic liberalisation and deregulation policies; and

 significant developments in India’s fiscal and environmental regulations.

There has been significant volatility in the Indian stock markets in the recent past, and our Equity Share price could fluctuate
significantly as a result of market volatility. A decrease in the market price of our Equity Shares could cause you to lose some or
all of your investment.

68. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Investors are not permitted to
withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to block the Bid Amount on submission
of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any
stage after submitting a Bid. Similarly, Retail Individual Investors can revise or withdraw their Bids at any time during the
Bid/Offer Period and until the Bid/Offer Closing Date, but not thereafter. Therefore, QIBs and Non-Institutional Investors will not
be able to withdraw or lower their Bids following adverse developments in international or national monetary policy, financial,
political or economic conditions, our business, results of operations, cash flows or otherwise at any stage after the submission of
their Bids.

36
69. You may not be able to immediately sell any of the Equity Shares you subscribe to in this Offer on an Indian Stock
Exchange.

In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted until after the Equity
Shares in this Offer have been Allotted and submission of all other relevant documents authorising the issuing of the Equity Shares.
There could be failure or delays in listing the Equity Shares on the Stock Exchanges. Further, pursuant to Indian regulations,
certain actions must be completed before the Equity Shares can be listed and commence trading. Investors’ “demat” accounts with
Depository Participants are expected to be credited within three Working Days of the date on which the Basis of Allotment is
finalized with the Designated Stock Exchange. Thereafter, upon receipt of listing and trading approval from the Stock Exchanges,
trading in the Equity Shares is expected to commence within six Working Days from Bid/ Offer Closing Date.

70. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby
may suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity shares pre-
emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages
before the issuance of any new equity shares, unless the pre-emptive rights have been waived by adoption of a special resolution.
However, if the laws of the jurisdiction the investors are located in do not permit them to exercise their pre-emptive rights without
our filing an offering document or registration statement with the applicable authority in such jurisdiction, the investors will be
unable to exercise their pre-emptive rights unless we make such a filing. If we elect not to file a registration statement, the new
securities may be issued to a custodian, who may sell the securities for the investor’s benefit. The value the custodian receives on
the sale of such securities and the related transaction costs cannot be predicted. In addition, to the extent that the investors are
unable to exercise pre-emptive rights granted in respect of the Equity Shares held by them, their proportional interest in us would
be reduced.

71. Any future issuance of Equity Shares may dilute your shareholding and sales of the Equity Shares by our major
shareholders may adversely affect the trading price of the Equity Shares.

We may be required to finance our growth, whether organic or inorganic, through future equity offerings. Any future equity
issuances by us, including a primary offering, may lead to the dilution of investors’ shareholdings in us. Any future issuances of
Equity Shares or the disposal of Equity Shares by our major shareholders or the perception that such issuance or sales may occur,
including to comply with the minimum public shareholding norms applicable to listed companies in India may adversely affect
the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through
offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue further Equity Shares
or that the shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the value of your investment
in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur may also affect the market
price of the Equity Shares.

72. Foreign investors are subject to foreign investment restrictions under Indian laws that may limit our ability to attract
foreign investors, which may have a material adverse impact on the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents are
freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements specified by
the RBI. If the transfer of shares is not in compliance with such pricing guidelines or reporting requirements or falls under any of
the exceptions referred to above, then the prior approval of the RBI will be required. Additionally, shareholders who seek to
convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will
require a no objection or a tax clearance certificate from the income tax authority. We cannot assure investors that any required
approval from the RBI or any other government agency can be obtained on any particular terms or at all.

73. We will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the entire proceeds
from the Offer for Sale.

This Offer includes an Offer for Sale of up to 9,543,770 Equity Shares by the Selling Shareholders. The entire proceeds from the
Offer for Sale will be paid to the Selling Shareholder and we will not receive any such proceeds. For further details, see “Capital
Structure” and “Objects of the Offer” on pages 69 and 81, respectively.

74. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate
procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would
apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and wide-spread as

37
shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as
shareholder in an Indian company than as a shareholder of an entity in another jurisdiction.

75. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under the Income-Tax Act, 1961, capital gains arising from the sale of equity shares in an Indian company are generally taxable
in India except any gain realised on the sale of shares on a stock exchange held for more than 12 months will not be subject to
capital gains tax in India if the STT has been paid on the transaction. The STT will be levied on and collected by an Indian stock
exchange on which equity shares are sold. Any gain realised on the sale of shares held for more than 12 months to an Indian
resident, which are sold other than on a recognised stock exchange and as a result of which no STT has been paid, will be subject
to long term capital gains tax in India. Further, any gain realised on the sale of shares on a stock exchange held for a period of 12
months or less will be subject to short term capital gains tax. Further, any gain realised on the sale of listed equity shares held for
a period of 12 months or less which are sold other than on a recognised stock exchange and on which no STT has been paid, will
be subject to short term capital gains tax at a relatively higher rate as compared to the transaction where STT has been paid in
India. The Finance Act, 2018, has now levied taxes on such long term capital gains exceeding `100,000 arising from sale of Equity
Shares on or after April 1, 2018, while continuing to exempt the unrealized capital gains earned up to January 31, 2018 on such
Equity Shares. Capital gains arising from the sale of shares will be exempt from taxation in India in cases where an exemption is
provided under a tax treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not
limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as
in their own jurisdictions on gains arising from a sale of the shares subject to relief available under the applicable tax treaty or
under the laws of their own jurisdiction.

76. Government regulation of foreign ownership of Indian securities may have an adverse effect on the price of the Equity
Shares.

Foreign ownership of Indian securities is subject to government regulation. In accordance with foreign exchange regulations
currently in effect in India, under certain circumstances the RBI must approve the sale of the Equity Shares from a non-resident
of India to a resident of India or vice-versa if the sale does not meet certain requirements specified by the RBI. Additionally, any
person who seeks to convert the Rupee proceeds from any such sale into foreign currency and repatriate that foreign currency from
India is required to obtain a no-objection or a tax clearance certificate from the Indian income tax authorities. As provided in the
foreign exchange controls currently in effect in India, the RBI has provided that the price at which the Equity Shares are transferred
be calculated in accordance with internationally accepted pricing methodology for the valuation of shares at an arm’s length basis,
and a higher (or lower, as applicable) price per share may not be permitted. We cannot assure investors that any required approval
from the RBI or any other government agency can be obtained on terms favourable to a non-resident investor in a timely manner
or at all. Because of possible delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from
realizing gains during periods of price increase or limiting losses during periods of price decline.

77. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under
Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company, even
if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would otherwise be
beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual or threatened change
in control of our Company. Under the Takeover Regulations, an acquirer has been defined as any person who, directly or indirectly,
acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in concert with
others. Although these provisions have been formulated to ensure that interests of investors/shareholders are protected, these
provisions may also discourage a third party from attempting to take control of our Company. Consequently, even if a potential
takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or would otherwise
be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the Indian
takeover regulations.

Prominent Notes

1. Our Company was incorporated as Dodla Dairy Limited on May 15, 1995 at Hyderabad, Telangana (erstwhile Andhra
Pradesh), India as a public limited company under the Companies Act, 1956. For further details in relation to our Company,
see “History and Certain Corporate Matters” on page 156.

2. Initial Public offer of up to [●] Equity Shares for cash at price of `[●] (including a share premium of `[●] per Equity Share)
aggregating up to `[●] million comprising Fresh Issue of up to [●] Equity Shares aggregating up to `1,500 million by our
Company and the Offer for Sale of up to 9,543,770 Equity Shares aggregating up to `[●] million by the Selling Shareholders.
The Offer will constitute [●]% of the the fully diluted post-Offer paid-up Equity Share capital of our Company.

38
 3. As of March 31, 2018, our Company’s net worth was `3,397.59 million as per our Restated Consolidated Financial
Information and `3,428.40 million as per the Restated Standalone Financial Information.

4. As of March 31, 2018, the net asset value per Equity Share was `1,037.49 as per our Restated Consolidated Financial
Information and `1,046.90 as per the Restated Standalone Financial Information.

5. The average cost of acquisition of Equity Shares by our Promoters is:

Name of the Promoter Average cost of acquisition of Equity Shares (` per Equity Share)*

Dodla Sunil Reddy 0.21

Dodla Sesha Reddy 5.24
Dodla Family Trust Nil
*As certified by M/s A Ramachandra Rao & Co by their certificate dated August 8, 2018

For details, see “Capital Structure” on page 69.

6. For details of related party transactions entered into by our Company with our Promoters, Group Companies, Subsidiaries,
Associate and other related parties in the last Fiscal, including nature and cumulative value of the transactions, see “Related
Party Transactions” on page 182.

7. Except as disclosed in “Our Group Companies” and “Related Party Transactions” on pages 181 and 182, respectively, none
of our Group Companies have business interest or other interests in our Company.

8. There have been no financing arrangements whereby any of the members of our Promoter Group, our Directors or any of their
relatives have financed the purchase by any other person of securities of our Company other than in ordinary course of the
business of the financing entity during the period of six months immediately preceding the date of filing of this Draft Red
Herring Prospectus.

9. Investors may contact the BRLMs or the Registrar to the Offer, for any complaints pertaining to the Offer.

10. All grievances in relation to Bids through the ASBA process, may be addressed to the Registrar to the Offer, with a copy to
the relevant Designated Intermediary with whom the ASBA Form was submitted, quoting the full name of the sole or First
Bidder, ASBA Form number, Bidders’ DP ID, Client ID, PAN, number of Equity Shares applied for, date of submission of
ASBA Form, address of Bidder, the name and address of the relevant Designated Intermediary, where the ASBA Form was
submitted by the Bidder and ASBA Account number in which the amount equivalent to the Bid Amount was blocked. Further,
the Bidder shall enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents or
information mentioned hereinabove. Further, all grievances of the Anchor Investors may be addressed to the Registrar to the
Offer, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid
Amount paid on submission of the Bid cum Application Form and the name and address of the BRLMs where the Bid cum
Application Form was submitted by the Anchor Investor.

For any complaints, information or clarifications pertaining to the Offer, investors may contact the BRLMs who have submitted the
due diligence certificate to the SEBI.

39
 SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY

Unless noted otherwise, the information in this section is obtained or extracted from “Assessment of the Indian Dairy Industry”
dated August 3, 2018 issued by CRISIL Limited (the “Crisil Report”) on our request. Neither we nor any other person connected
with the Offer have independently verified this information. The data may have been re-classified by us for the purposes of
presentation. Industry sources and publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed
and their reliability cannot be assured. Industry sources and publications are also prepared based on information as of specific
dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information
on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their
independent examination of, and should not place undue reliance on, or base their investment decision solely on this information.
The recipient should not construe any of the contents in this report as advice relating to business, financial, legal, taxation or
investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the
transaction.

The CRISIL Report contains the following disclaimer:

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report) based
on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not guarantee the
accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or for the completeness
of the Data / Report and is not responsible for any errors or omissions or for the results obtained from the use of Data / Report.
This Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be
construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation.
CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of this Report.
Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or intending to
provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its
business activities in this regard. Dodla Dairy Limited will be responsible for ensuring compliances and consequences of non-
complainces for use of the Report or part thereof outside India. CRISIL Research operates independently of, and does not have
access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may,
in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL
Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published/reproduced in any form without
CRISIL’s prior written approval.”

Investors should note that this is only a summary of the industry in which we operate and does not contain all information that
should be considered before investing in the Equity Shares. Before deciding to invest in the Equity Shares, prospective investors
should read this entire Draft Red Herring Prospectus, including the information in the sections “Risk Factors” on page 14. An
investment in the Equity Shares involves a high degree of risk. For a discussion of certain risks in connection with an investment
in the Equity Shares, please see the section “Risk Factors” on page 14. The summary below should be read in conjunction with,
and careful consideration of, the risks to our business and industry set forth in “Risk Factors” on page 14 of this Red Herring
Prospectus

Overview of the Macroeconomic Scenario in India

Review and outlook of India’s GDP growth

GDP to grow at a faster pace over the next five years

Consumption and investment constitute the growth engine of an economy. In recent years, India’s growth has been firing on the
consumption cylinder, and has been muted on the investment front. Gross domestic product (GDP) at constant FY12 prices
expanded at 7.1% compound annual growth rate (CAGR) between FY13 and FY18. It grew at a slower pace between FY12 and
FY14 because of sluggish income growth, persistently rising inflation, and high interest rates. Industrial output, too, weakened.
Post FY14, growth recovered with improving industrial activity, lower crude oil prices, and supportive policies. However, that
was clipped in FY17, owing to demonetisation, dwindling private investment, and slowing global growth.

40
Real GDP growth in India (new GDP series)

(₹ trillion) (%)
FY18-23 CAGR: 7.9%
200 12.0%
180 FY13-18 CAGR: 7.1%
10.0%
160
8.0% 7.9%
140 7.5%
7.1% 8.0%
120 6.4%
5.5% 7.5%
100 6.0%
6.7%
80
4.0%
60
40
2.0%
20
87 92 98 105 114 122 130 140 190
0 0.0%
FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY19P

FY23P
GDP (constant 2011-12 prices) GDP growth (RHS)

Note: P-Projected

Source: CSO (Central Statistical Organisation), CRISIL Research, IMF

The Goods and Services Tax (GST) rollout in early FY18 left its imprint on GDP figures, especially in the first half. CRISIL
Research expects real GDP growth to rebound to 7.5% in FY19 from 6.7% (as per the Central Statistics Office) in FY18 as the
transitory disruption from GST implementation wanes and a low base provides an added fillip. Growth would continue to be
consumption-driven, with interest rates expected to remain soft, inflation under control, and implementation of the Seventh Pay
Commission hikes at the state level. Investments, fired largely by public sector investment in infrastructure, too, would start
lending growth a helping hand. Growth is also expected to be mildly supported by public spending (with a rural focus) in
infrastructure, especially roads.

On the external front, too, synchronised global recovery is expected to gather pace, which should help Indian exports that were
impacted, to some extent, on account of GST-related glitches. However, geopolitical risks and uncertainties surrounding the pace
of normalisation of the monetary policy in advanced nations would limit the contribution of exports to domestic economic growth.

In the medium term, we expect the pace of economic growth to pick up. This is because structural reforms such as GST and the
Bankruptcy Code, aimed at de-clogging the economy and raising the trend rate of growth, would begin to take effect. Assuming
monetary and fiscal policies remain prudent, the reforms would lead to efficiency gains and improve the prospects for sustainable
high growth in the years to come. The improving macroeconomic environment (softer interest rate and stable inflation),
urbanisation, rising middle class, and business-friendly government reforms are expected to drive growth in the long term. As per
the International Monetary Fund (IMF), the Indian economy is projected to grow at 7.9% CAGR over FY18-23. India’s growth
will be higher than many emerging as well as developing economies such as Brazil, Russia, and China.

The per capita GDP for India over the next five years (calendar years 2018-23) is expected to clock 8.9% CAGR compared with
9.7% CAGR during the previous five years (2013-18).

Overview of the Indian dairy industry

The overall dairy industry (which includes both organised and unorganised segments) in India broadly consists of processed milk
(liquid/fluid milk) and other dairy products such as curd, ghee, skim milk powder (SMP), cheese, and ice cream. Of these, the
fluid milk segment is the largest (~65%) and is expected to grow consistently. The milk products segment, currently accounting
for ~35% of the industry, has been growing at a much faster pace than the overall dairy industry.

41
 Overall dairy industry in India – FY18

Source: CRISIL Research

The industry involves production, procurement, storage, processing and distribution of dairy products. Milk is processed into fluid
milk, curd, ghee, butter, cheese, yogurt, condensed milk, skim milk powder, ice cream, etc. via various processes such as chilling,
pasteurisation and homogenisation.

The Indian dairy industry worth `5.3 trillion as of FY18 is forecast to grow at 12-13% CAGR over FY18-23

The `5.3 trillion Indian dairy market recorded ~10% growth in FY17, with value-added products (~35% in value terms) growing
the fastest at 13-15%. The fastest-growing product was ice cream at ~20%, followed by cheese (19%) and paneer (15%).

Over FY18-23, growth is expected to be driven by increase in sales volumes and higher realisations. Segments such as ice cream,
cheese, curd and yogurt are expected to witness accelerated growth in volumes compared with the preceding five years. While
higher realisation will be mainly driven by rise in milk prices, a change in product mix in many segments will support growth. For
example, in the curd and yogurt segment, a shift from loose plain curd to packaged plain curd, flavoured curd and flavoured yogurt
will support realisation growth. In the cheese segment, increasing use of mozzarella, pizza cheese, slices and spreads coupled with
growth in the quick service restaurant industry will drive up realisations.

CRISIL Research forecasts the industry to grow at a healthy CAGR of 12-13% over FY18-23 compared with CAGR of ~9% over
FY13-18, driven by volume growth, rising milk prices, change in the product mix and rising share of branded products. Further,
the share of value-added products is expected to touch 39-43% by FY23 with consumers increasingly preferring value-added
products. Rising income levels and changing dietary patterns will likely lead to higher penetration of value-added products in the
Indian dairy industry. The industry is also expected to see a shift to branded products which, in turn, will be attributable to a
marked change in eating preference of the country’s young population, rise in nuclear families, and also in income levels.

Overview of milk production in India

The domestic dairy industry has a healthy mix of cooperatives and private players. Small and marginal farmers benefited from the
National Dairy Plans 1 & 2 and Operation Flood, as attractive prices offered by cooperatives encouraged dairy farmers to shift
from indigenous cows to high-yielding cross-bred cows, thereby increasing their income and milk supply. Setting up of support
infrastructure such as cattle feed plants by cooperatives, training programmes, and government initiatives further boosted milk
production.

In India, production to consumption ratio is nearly 99%, i.e., almost all the milk produced in India is either consumed directly or
in terms of VADP. India exports SMP which accounts for less than 1% of the total Indian dairy industry in terms of value.

42
 Milk production to increase steadily

(million tonnes)
200

160

120

80

40

-
2010-11

2011-12

2012-13

2013-14

2014-15

2015-16

2017-18E
2016-17
Milk production Milk consumption

Source: CRISIL Research

India leads in milk production and is amongst the fastest-growing markets for dairy products since 1999-2000. Further, the country
is one of the largest milk consumers and, hence, not very active in global dairy trade. Global milk output increased at a CAGR of
1.3% over CY12-17 to reach ~811 million tonnes in CY17. Over the same period, milk production in India reached ~165 million
tonnes in FY17, clocking a CAGR of 5.3% over FY12-17. Production is expected to grow at a faster pace of 5-6%, owing to
increasing yield of in-milk cows and buffaloes.

Product-wise margins, market size and growth

(` billion) EBITDA FY13 FY18 FY23P CAGR CAGR

margin FY13-18 FY18-23

Fluid milk 4-6% 2,330 3,425 5,426 ~8% ~10-11%

Unprocessed milk NA 1,779 2,410 3,556 ~6% ~7-9%
Packaged milk NA 551 1015 1870 ~13% ~12-14%
Ghee 20-22% 429 813 2,038 ~14% ~14-15%
Paneer 19-21% 162 319 734 ~15% ~17-18%
Butter 17-19% 112 188 314 ~11% ~12-13%
Curd 19-21% 106 155 267 ~8% ~10-11%
Ice cream 37-39% 29 75 215 ~21% ~22-24%
SMP 6-8% 60 90 136 ~9% ~9-10%
Yogurt 24-26% 28 59 104 ~16% ~11-12%
Khoa 14-16% 37 60 101 ~10% ~10-11%
Cheese 29-31% 13 33 98 ~21% ~24-26%
Flavoured milk NA 19 32 59 ~11% ~13-14%
Buttermilk and lassi 10-12% 5 7 11 ~8% ~10-11%
Source: CRISIL Research

Structure of the Indian dairy industry

The Indian dairy industry is broadly divided into organised and unorganised segments. The organised segment comprises
cooperative, private and producer companies (set up with the help of National Dairy Development Board or NDDB), while the
unorganised segment comprises local vendors and dairy farmers selling within their area of production.

43
Structure of the domestic milk market
40-
45% 55-
58- 60%
62% 40-
45%

55-
38- 60%
42%

Source: Industry estimates, CRISIL Research

Organised segment accounts for 40-45% of the industry; set to grow faster
As of FY18, the unorganised segment dominated the ₹5.3 trillion Indian dairy industry with 55-60% market share in the retail sale
of dairy products, according to CRISIL Research estimates. Over the next five years, we expect the organised segment to grow at
a much faster pace of 17% annually, while the unorganised segment is expected to grow at 10% CAGR. Consequently, by FY23,
organised players are estimated to account for 48% of the market. Rising consumerism, growing urbanisation and preference for
branded packaged foods will act as key growth drivers for this trend. Additionally, private players are investing capital in order to
increase their processing capacity, which will help wrestle away market share from the unorganised segment.

Share of the organised segment to gradually increase at retail level

(₹ trillion)
Overall FY13-18 CAGR: 10% Overall FY18-23 CAGR: 13%
12.0
Org FY13-18 CAGR: 13% Org FY18-23 CAGR: 17%
10.0

8.0
4.6
4.0
6.0 3.3
2.8
2.4
4.0 2.1
1.9
1.4 1.7
1.1 1.3
4.6 5.0
2.0 3.8 4.1
2.9 3.2 3.4
2.2 2.4 2.5 2.7

0.0
2012-13

2013-14

2014-15

2015-16

2016-17

2017-18E

2018-19P

2019-20P

2020-21P

2021-22P

2022-23P

Unorganised Organised

Source: Industry estimates, CRISIL Research

Private players have managed to compete and grow faster than the cooperatives at a CAGR of ~15% over FY13-18. We expect
private players to grow at ~19% CAGR over FY18-23, outpacing growth in the organised dairy industry and, hence, the share of
private players is expected to reach 45-50% in the organised sector.

44
Share of private players versus cooperatives within the organised segment to reach 45-50% by FY23
Source: Industry estimates, CRISIL Research
(₹ trillion)
Private FY13-18 CAGR: ~15% Private FY18-23 CAGR: ~19%

Co-op FY13-18 CAGR: ~13% Co-op FY18-23 CAGR: ~16%

5.0

4.0
2.2
3.0

2.0
0.9
2.4
1.0 0.5
1.2
0.6
0.0
FY13 FY18E FY23P
Co-operatives Private

Private players compete on the basis of farmer connect and promptness in payments
Historically, cooperatives dominated the milk supply chain in terms of procurement and storage. However, private players are
gradually gaining ground by making requisite investments to strengthen their procurement, storage and distribution network.
Cooperatives compete with private players on the basis of milk procurement prices. However, private players offer prompt and
upfront payment to farmers and often engage with them to enhance yield / production of their cattle. The more progressive private
players are also increasingly opting for direct milk procurement from farmers as opposed to procurement through agents.

Value chain of the Indian dairy industry: Organised segment

Note: Market share as of FY18

Source: Ministry of Animal Husbandry, Dairying and Fisheries, National Action Plan for Dairy Development Vision-2022
document of January 2018 by DAHD&F CRISIL Research

Assessment of the overall dairy industry in southern India

Southern region continues to account for ~20% of India’s milk production

The southern region of India maintained a share of 20-21% during FY12-17. Over FY07 to FY17, milk production in the southern
region logged a healthy CAGR of 5.0%, close on the heels of the western region which clocked a CAGR of 5.8%. Milk production
is concentrated in 10 states, which together made up ~75% of the total production in FY17.

45
 Southern region maintained ~20% share in milk Four of top 12 milk producing states in FY17 were from
production southern region
(%)
100%
13% 13% 13% 13% 12%
90%
80%
21% 21% 20% 20% 20%
70%
60%
21% 22% 22% 22% 22%
50%
40%
30%
20% 44% 44% 45% 45% 45%

10%
0%
2012-13 2013-14 2014-15 2015-16 2016-17
North West South East

Source: NDDB, CRISIL Research; Refer annexure for states Source: NDDB, CRISIL Research
included in regions

More than 90% of milk production in south India happens in Andhra Pradesh (leads the pack), Karnataka, Tamil Nadu and
Telangana. Amongst these states, production increased the fastest in Karnataka (at 3.8% CAGR over FY12-17).

Andhra Pradesh is the fifth largest milk producer in India and the largest in south India

('000 tonnes)
14,000

12,000
12,773

12,178
11,203

10,000
9,656

8,000

7,556
7,132

6,000
7,005
6,831

6,562
6,121
5,718
5,114

4,000
4,681
4,207

2,000
-

-
2010-11 2012-13 2014-15 2016-17
Telangana Karnataka Tamil Nadu Andhra Pradesh

Source: NDDB, CRISIL Research

*Telangana and Andhra Pradesh are clubbed up to 2013-14

46
 SUMMARY OF OUR BUSINESS

Investors should note that this is only a summary of our business and does not contain all information that should be considered
before investing in the Equity Shares. Before deciding to invest in the Equity Shares, prospective investors should read this entire
Draft Red Herring Prospectus, including the information in the sections “Risk Factors” and “Financial Statements” on pages 14
and 184, respectively. An investment in the Equity Shares involves a high degree of risk. For a discussion of certain risks in
connection with an investment in the Equity Shares, see the section “Risk Factors” on page 14. Unless noted otherwise, the
information in this section is obtained or extracted from “Assessment of the Indian Dairy Industry” dated August 3, 2018 issued
by CRISIL Limited (the “Crisil Report”) on our request. The summary below should be read in conjunction with, and careful
consideration of, the risks to our business and industry set forth in “Risk Factors” on page 14 of this Red Herring Prospectus

We are an integrated dairy company based in south India deriving all of our consolidated revenues for Fiscal 2018 from the sale
of milk and dairy based VAPs in the branded consumer market. Amongst private dairy players with a significant presence in the
southern region, we are the third highest in terms of milk procurement (Source: CRISIL Report) with an average procurement of
1.00 million litres of raw milk per day as of May 31, 2018 (“MLPD”) and second highest in terms of market presence amongst
private dairies (Source: CRISIL Report). Our operations in India are primarily across the four South Indian states of Andhra
Pradesh, Telangana, Karnataka and Tamil Nadu. Our international operations are based in Uganda and Kenya. Our Indian and
international operations are undertaken under our brands “Dodla Dairy” and “Dairy Top” respectively. We process and retail milk
(full cream, standardised, toned and double toned) and produce dairy based value added products (“VAPs”) such as curd, ultra-
high temperature processing (“UHT”) milk, ghee, butter, flavoured milk and ice cream amongst others. Our revenues from sale
of milk and dairy based VAPs constituted 68.41% and 31.59% of our consolidated revenues in Fiscal 2018 respectively.

Our integrated business model in India consists of procurement, processing, distribution and marketing operations. Our
procurement operations are spread across the states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka and consist of an
average procurement of 1.00 million MLPD as of May 31, 2018 from approximately 220,789 farmers through 3,212 procurement
agents including third party suppliers across 7,598 villages and through our own Dodla Dairy Collection Centres (“DDCCs”) as
of May 31, 2018. The raw milk collected is then transported to our chilling centres and thereafter to our processing plants. Our
chilling centres are strategically placed in close proximity to our raw milk procurement locations in order to maintain the freshness
of the raw milk. Our total average raw milk procurement increased from 0.62 MLPD in Fiscal 2014 to 1.02 MLPD in Fiscal 2018.
As of May 31, 2018 our procurement operations consisted of 3,717 DDCCs, 3,212 procurement agents and 78 chilling centres.
The number of our DDCCs has consistently increased from 322 to 3,544 from March 31, 2014 to March 31, 2018 respectively.

Our processing operations consist of processing of the raw milk collected into packaged milk and manufacturing of other dairy
based VAPs by 11 processing plants with an aggregate installed capacity of 1.29 MLPD. Our aggregate installed capacity has
increased from 0.57 MLPD in Fiscal 2014 to 1.29 MLPD in Fiscal 2018. Further, we intend to commence operations at our 12th
plant near Rajahmundry, Andhra Pradesh in 2019. Our distribution and marketing operations consist of distribution of our milk
and dairy based VAPs through 14 sales offices, 3,329 distribution agents, 379 milk distributors and 466 milk product distributors
across nine states in India. Additionally, as of May 31, 2018, our milk and dairy based VAPs are also available through 217 “Dodla
Retail Parlors” which commenced operations in 2016 and are spread across the states of Andhra Pradesh, Telangana, Tamil Nadu
and Karnataka. Our processing plants are in close proximity to our milk procurement operations and our target market which
enables us to optimise transportation and raw milk handling costs. For further details on our processing plants, see “Our Business
– Our Facilities” on page 142.

We commenced our African operations in Fiscal 2015 with the acquisition of the operations of Hillside Dairy and Agriculture Ltd.
through our Subsidiary Lakeside Dairy Ltd. For our international operations, we procure raw milk from cooperative societies and
follow a similar integrated business model as our India operations. Packaged milk and dairy based VAPs for retail are produced
from our processing plant in Uganda and are distributed in Uganda and Kenya. Our distribution operations in Uganda are
conducted through our African Subsidiary Lakeside Dairy Ltd. and include distribution of our milk and dairy based VAPs as of
May 31, 2018 through 21 distributors and four distribution agents. Our distribution operations in Kenya are conducted through
our African Subsidiary Dodla Dairy Kenya Limited and include distribution of our milk and dairy based VAPs as of May 31, 2018
through 107 distribution agents and 34 distributors.

We place significant emphasis on quality control across our integrated business model and have obtained several quality control
certifications and registrations for our operations. The raw milk procured by us is tested by electronic milk analysers which tests
for the fat and solid not fat (SNF) content of the raw milk and undergo further tests during the procurement stage. Our milk and
dairy based VAPs have received certifications from the FSSAI. Some of our processing plants are ISO 22000:2005 certified for
food management system and ISO 50001:2011certified for energy management system. Our Nellore processing plant is export
inspection certified and BIS certified for SMP. Our processing plants situated at Nellore and Hyderabad, for producing ghee, are
AGMARK registered and our plant at Nellore for production of milk powder, holds a BIS certification. Further, our processing
plant in Uganda has obtained various quality certifications including, inter alia, Uganda National Bureau of Standards (“UNBS”)
permits for producing ghee, plain yogurt, strawberry yogurt, UHT milk and vanilla.

47
Our Company is promoted by Dodla Sesha Reddy and Dodla Sunil Reddy, who each have over 20 years of experience in dairy
industry which have been instrumental in the growth of our Company. Further our CEO, Venkat Krishna Reddy Busireddy, has
over 33 years of experience in the dairy industry. We have also been awarded a number of industry awards including the HMTV
Business Excellence Award, 2017. For further details see “History and Certain Corporate Matters” on page 157. The RISE Fund,
which is a social impact fund of TPG Growth, through TPG Dodla Dairy Holdigs Pte. Ltd. is invested in our Company. APIDC-
Venture Capital and BR CPF (Mauritius) Limited were our shareholders in the past.

Our consolidated revenue from operations increased at a CAGR of 17.24% over Fiscal 2014 to Fiscal 2018 and amounted to
`15,904.75 million in Fiscal 2018, while our consolidated EBITDA and profit after tax increased during the same period at a
CAGR of 28.70% and 21.00% amounted to `1,113.64 million and `543.35 million in Fiscal 2018, respectively. Despite cumulative
capital expenditure of `2,467.11 million over the past 3 years, towards inter alia, commissioning our new plants at Dharmapuri,
Hyderabad and Rajahmundry and establishment of new DDCCs our return on equity and return on capital employed for Fiscal
2018 were at 17.42% and 23.07%, respectively.

Competitive Strengths

Consumer focused dairy company with a diverse range of products under the “Dodla Dairy” brand

We believe we have developed one of the leading brands in the dairy products industry in south India with strong consumer
recognition, particularly in the States of Andhra Pradesh, Karnataka, Tamil Nadu and Telangana. We derived all of our
consolidated revenues in Fiscal 2018 from sale of milk and dairy based VAPs in the branded consumer market. We are the third
largest private milk company in south India in terms of procurement (Source: CRISIL Report) and second highest in terms of
market presence amongst private dairies (Source: CRISIL Report). We offer a diverse portfolio of dairy based VAPs targeted at
various consumer segments and this, we believe, enables us to cater to the changing preferences of our retail customers. We sell
fresh milk, ghee, butter, curd, paneer and gulab jamun, doodh peda and junnu, which is targeted at consumption at home. We sell
UHT milk, flavoured milk, ice-cream and beverages such as buttermilk under our brand, primarily for direct consumption. We
also believe that the strength of our brands helps us in many aspects of our business, including expanding to new markets, entering
into agreements with distributors and retailers and building relationships with our customers, investors and lenders.

Integrated business model with well-defined procurement, processing and distribution capabilities

Our integrated business model enables us to provide end to end capabilities from procurement till distribution and marketing in a
cost efficient manner. The key components of our integrated business model are as follows:

 Procurement - Raw milk is one of the key raw materials for our business. Our procurement operations are spread across the
states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka and consist of procurement of on an average approximately
1.00 MLPD of raw milk from approximately 220,789 farmers across 7,598 villages through 3,717 DDCCs, 3,212 procurement
agents and 78 chilling centres as of May 31, 2018. We procure raw milk either directly from the farmers and through third
party suppliers. We believe that a robust raw milk procurement process is essential for our business to consistently procure
quality raw milk for our operations. We also pay the farmers once every 10 to 15 days, with the money being sent directly to
their bank accounts, which motivates them to engage with us more frequently. Our procurement of raw milk from DDCCs has
increased from 7% in Fiscal 2014 to 49% in Fiscal 2018. For Fiscal 2018, our procurement of raw milk from DDCCs and
procurement agents is 86.45%. As on May 31 2018, we operate more than 250 milk procurement routes. These routes have a
regular procurement plan with timely pick up of raw milk from the DDCC and procurement agents and transportation to the
nearest chilling centres. This enables us to preserve the freshness of the raw milk. The raw milk is thereafter transported to the
nearest processing plant through tankers for onward processing into retail milk packages or manufacture of dairy based VAPs.
The strategic location of our processing plants to our chilling centres and in turn of our chilling centres to our DDCCs and
agents enables us to minimise the transportation and handling costs, without any loss in quality or nutritional value.

 Processing – Our processing operations are spread across 11 processing plants (nine of which are owned and two are leased)
located in the states of Andhra Pradesh, Telangana, Karnataka and Tamil Nadu in India with an aggregate installed capacity of
1.29 MLPD, excluding a SMP plant with an installed capacity of 15,000 kgs per day. We regularly incur capital expenditure
to upgrade technology across our processing plants and expand into new geographies by way of introduction of modern
automated plants. We have introduced fully automated processing lines. Our processing infrastructure is designed in a manner
to ensure efficient operations and high product quality standards

 Distribution and marketing – We sell our products under the “Dodla Dairy” brand in India. As of May 31, 2018 we distributed
our milk and dairy based VAPs through 14 sales offices, 3,329 distribution agents, 379 milk distributors and 466 milk product
distributors. As of May 31, 2018, our products are also available through 217 “Dodla Retail Parlors” which are operated on a
franchisee model and spread across the states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka. Our total
advertisement and distribution expenses for Fiscals 2016, 2017 and 2018 were `310.03 million, `424.77 million and `491.91
million respectively. We engage in various marketing and promotional campaigns in order to market our products such as

48
 undertaking, door to door campaigning for our products, bus brandings, local wall paintings, hoardings, signages, direction
boards and kiosk promotions.

Focused engagement and long term relationship with dairy farmers

We believe our farmer friendly policies and continuous engagement with them with welfare programs have strengthened our
relationships with farmers which in turn has strengthened our raw milk procurement process. We offer a variety of initiatives for
the farmers from whom we procure raw milk. In order to ensure transparency, we test the quality and quantity of the raw milk
procured by the farmers with electronic milk analysers. Our DDCCs are equipped with GPRS enabled milk analyzers and weigh
scales which provide a transparent reading of quantity and components, as well as a receipt of the sale which helps farmers show
cash flows and gain access to formal channels of financing. We pay the farmers once every 10 to 15 days with the money being
sent directly to their bank accounts, which motivates them to engage with us more frequently. We also work with regional banks
and facilitate sanctioning of loans to farmers which they utilise to invest in their cattle. We procure cattle feed on behalf of the
farmers and pass on the price benefits of bulk purchase of such cattle feed to the farmers. We have recently tied up with various
veterinarians to provide services to farmers for their cattle. We also organise various training camps with veterinarians for farmers
to educate them about the best ways to prevent common ailments for their cattle. We believe our continuous engagement with
farmers and our knowledge in the dairy industry combined with our welfare programs for the farmers have enabled us to have a
strong procurement network in the regions in which we operate and thus helped us to contain the cost of raw milk and ensure
supply of quality raw milk.

Stringent quality control procedures

We are committed towards quality and food safety of our products. Our determination towards quality and food safety is
demonstrated by well-defined quality and food safety procedures at various stages from procurement to distribution of our
products. We maintain a cold storage chain from the procurement stage till the time the milk and dairy based VAPs reach the
consumer. All quality checks are documented in a quality manual to ensure that we only procure raw milk which meets our
standards for further processing. Our DDCCs are equipped with GPRS enabled electronic milk analysers which test for the fat and
solid not fat (SNF) content of the raw milk. We also conduct tests including for colour and smell which enables us to segregate
poor quality of raw milk at our DDCCs. At our chilling centres we conduct adulteration tests and neutralizer tests. At our processing
plants, the raw milk undergoes, adulteration tests and neutralizer tests to detect contaminants in the raw milk. We have received
several quality certifications in relation to our products and our processing plants including certifications from the FSSAI for our
products; the ISO 22000:2005 certification for our food management system, export inspection certification and BIS certification
for SMP production for our Nellore processing plant, AGMARK registration for our ghee production facilities at Nellore and
Hyderabad.

Financial Growth and operational efficiencies

We have delivered consistent growth over the last five financial years both in terms of financial and operational metrics. Our
consolidated revenue from operations increased at a CAGR of 17.24% between Fiscal 2014 to Fiscal 2018 and amounted to
`15,904.75 million in Fiscal 2018, while our consolidated EBITDA and profit after tax increased during the same period at a
CAGR of 28.70% and 21.00% amounted to `1,113.64 million and `543.35 million as at Fiscal 2018, respectively. Despite
cumulative capital expenditure of `2,467.11 million over the past 3 years, including, inter alia, towards commissioning our new
plants at Dharmapuri, Hyderabad and Rajahmundry our return on equity and return on capital employed were at 17.42% and
23.07% for the Fiscal 2018, respectively. Further, our Receivable days were 0.58 days as on March 31, 2018 with our receivables
amounting to `36.05 million as on March 31, 2018.

Experienced Board and senior management team

We are led by an experienced Board, who have extensive knowledge and understanding of the dairy business and have the expertise
and vision to organically and inorganically scale up our business. Our Board led by our chairman, Dodla Sesha Reddy and
managing director, Dodla Sunil Reddy have led the Company through the period of growth and also have taken initiatives to
improve processes and efficiencies, implementation of enterprise resource planning system in the year 2000 and replication of our
India business model in Uganda and Kenya which led to our overseas operations turning profitabe. Further, post the investment
by private investors into our Company since 2012, our Company has undertaken a number of initiatives such as, inter alia,
formulating a future growth strategy, further strengthening our corporate governance standards, entry into new line of VAPs,
internal processes and controls including migration to SAP and introducing KPI based formal appraisal systems for the
management.

Our Board is supplemented by our senior and middle-level management team members. We believe that the knowledge and
experience of our senior and middle-level management team in the dairy business provides us with a significant competitive
advantage as we seek to grow our business. Our core managerial team has an average dairy industry experience of more than 20
years and most of them have been associated with our Company since our formative years. For further details of our key managerial
personnel, see “Our Management” on page 174.

49
Our chairman, Dodla Sesha Reddy has been associated with the dairy industry for the past 20 years. Dodla Sunil Reddy, who is a
Promoter of our Company and the Managing Director, has over 20 years of experience in the dairy industry. Our CEO, Venkat
Krishna Reddy Busireddy, has over 30 years of experience in the dairy industry and leads the management team in all aspects of
our operations and is also a lifetime member of the Indian Diary Association.

Our Strategies

Enhance our brand visibility and expand the reach of our products

We believe that our brands are recognised by our consumers given our presence across the south Indian markets for over 23 years
and robust quality of our processed milk. We have a strong presence in the southern states of Andhra Pradesh, Karnataka, and
parts of Tamil Nadu and Telangana (Source: CRISIL Report) and we have the third largest procurement network amongst private
dairy companies in south India (Source: CRISIL Report) and second highest in terms of market presence amongst private dairies
(Source: CRISIL Report). Further, presence across multiple VAPs such as curd, flavoured milk, ice cream, butter milk, ghee and
butter has also enabled us to strengthen our brand visibility and we plan to leverage upon it to launch new value-added products.
Going forward, we intend to increase our brand visibility by undertaking more advertisement campaigns through various mediums
such as bus brandings and wall paintings. We have in the last fiscal also revamped our milk packaging so as to ensure better brand
visibility. As part of our product outreach program, we intend to actively increase our distribution network and actively engage
with hyper markets, super markets and retailers so that all our products become more accessible to our consumers. We also intend
to increase the number of Dodla Retail Parlors in the states of Andhra Pradesh, Telangana, Karnataka and Tamil Nadu based on
the existing franchise model.

Further strengthen our procurement and processing operations

Our current raw milk procurement operations are primarily dependant on dairy farmers as well as third party suppliers supplying
us raw milk. These third party suppliers typically buy raw milk from other farmers and also charge us a commission on the raw
milk procured by them. This results in increase of cost of our primary raw material, raw milk, and farmers being paid lesser for
their produce by such third party suppliers. We intend to further reduce our reliance on third party suppliers by engaging with
farmers directly. Our total average raw milk procurement through DDCCs increased at a CAGR of 83.03% from an average of
0.045 MLPD in Fiscal 2014 to 0.50 MLPD in Fiscal 2018. Accordingly, procurement of raw milk from DDCCs has increased
from 7% in Fiscal 2014 to 49% in Fiscal 2018. This will enable us to reduce our costs of raw milk and keep our products
competitively priced.

For our processing operations, we are identifying various strategic initiatives to improve our operational efficiencies and reduce
operating costs. For example, we intend to continue (i) our automation as we expand across existing and new geographies; (ii)
adopt more efficient production process to decrease milk reprocessing and reduce our water use; (iii) decrease our electricity
consumption due to refrigeration by refining the current plant and machinery; and (iv) switch from conventional to non-
conventional sources of energy. We are also investing in modern technology and equipment to address changing customer
preferences as well as to improve operational efficiency. We continue to adopt best practices and standards followed in the Indian
dairy industry across our production facilities and draw upon our management’s expertise and experience in dairy plant
management.

Expand our operations domestically and internationally by way of organic and inorganic growth

We intend to continue to grow domestically and internationally by way of organic and inorganic growth in order to increase our
presence and our revenues. For our India operations, we have in the past grown both organically by setting up our own processing
plants and inorganically by either acquiring processing plants or business units from third parties. We have acquired plants,
including, in Fiscal 2016, a processing plant in Dharmapuri, Tamil Nadu which provided us access to the markets in central and
southern Tamil Nadu. In Fiscal 2013, we acquired a 0.01 MLPD plant in Kurnool. We are also in the process of setting up of a
new 0.20 MLPD processing plant in Rajahmundry, Andhra Pradesh which will provide us access to the markets of coastal Andhra
Pradesh. For our international operations, we entered into the markets of Uganda in Fiscal 2015 with the acquisition of operations
of Hillside Dairy and Agriculture Ltd. by our Subsidiary Lakeside Dairy Ltd. Our entry in the Ugandan market allowed us to
expand our reach to the East African markets. To complement our growth strategies of setting up processing plants and acquiring
processing plants and businesses in markets where we see opportunities, we continuously evaluate further expansion through
acquisitions in new underpenetrated markets in India. We also continue to assess further opportunities in markets abroad.

Increase our revenues from dairy based VAPs

Historically, sales of processed milk have been our primary revenue driver. In order to grow further and also increase margins,
over the last few years we have focused on dairy based VAPs as they generate lower revenues but higher margins. We intend to
supplement our revenues by increasing the sales of our VAPs and strike a balance between processed milk and VAPs to optimise
our product portfolio. While our current product portfolio includes curd, we propose to introduce new variants of yogurt consisting

50
of fruit flavoured yogurts to expand our product portfolio and reach a wider variety of consumers. We believe that our existing
product portfolio is in line with and is capable of being altered with the changing dairy consumption habits and preferences. We
have in the past five fiscals introduced products such as ice creams, extended shelf life milk and flavoured milk in pet bottles. Key
drivers of our dairy based VAPs are curd, UHT milk, ghee, butter, flavoured milk, paneer, and ice creams for our Indian operations
and liquid milk yogurt, ghee, paneer, cheese and UHT milk for our international operations. While revenues from milk grew at a
CAGR of 14.40% from `6,346.6 million in Fiscal 2014 to `10,870.7 million in Fiscal 2018, our revenues from dairy based VAPs
increased at a CAGR of 23.97% from `2,064.20 million in Fiscal 2014 to `4,875.80 million in Fiscal 2018. Curd was our primary
revenue driver in dairy based VAPs where revenues increased at a CAGR of 35.23% from `906.66 million in Fiscal 2014 to
`3,032.1 million in Fiscal 2018. Our average curd sales volume increased at a CAGR of 30.01% from 0.07 MLPD in Fiscal 2014
to 0.20 MLPD in Fiscal 2018.

Research and Development in dairy farming

We are committed towards implementation of scientific techniques in dairy farming and allied activities. Our research and
development activities are focused towards increased productivity of cattle leading to production of quality and safe milk and milk
products, through our Associate Company GVC. GVC focuses on breeding, nutrition and farm management, with the aim of
leading farmers supplying raw milk towards increased productivity of raw milk.

Our research activities are divided into the following focus areas:

(i) Genetic Research- Investigation into genetic diversity and relationship between HF breed cows and varied India cattle
breed to lead to improvement of dairy herd genetics that affect health, longevity and reproductive traits in cattle used for
raw milk production.
(ii) Breeding Research- We undertake research to reduce the breeding cycle of cows and on related activities including
semen selection for more productive cows.

51
 SUMMARY OF FINANCIAL INFORMATION

The following tables set forth summary financial information derived from our Restated Financial Information. The Restated
Financial Information have been prepared, based on financial statements for the Fiscals 2018, 2017, 2016, 2015 and 2014. The
Restated Financial Information have been prepared in accordance with the Companies Act, Ind AS and restated in accordance
with the SEBI ICDR Regulations.

The summary financial information presented below should be read in conjunction with our Restated Financial Statements, the
notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 184 and
300, respectively.

RESTATED CONSOLIDATED FINANCIAL INFORMATION ON ASSETS AND LIABILITIES

(` in million)
As at March 31,
Particulars 2018 2017 2016 2015 2014
Profor Proforma Profor
ma ma
ASSETS
Non-current assets
Property, plant and equipment 3,173.62 2,530.00 1,777.31 1,353.46 745.06
Capital work-in-progress 160.42 299.11 365.20 49.78 187.36
Intangible assets 6.61 3.33 2.17 2.20 2.45
Biological assets other than bearer plants
Matured biological assets 20.34 17.68 12.89 5.52 -
Immatured biological assets 7.65 5.87 5.35 7.94 4.33
Financial assets
Investments 71.10 - - - 1.63
Loans 148.24 206.34 38.22 32.92 28.42
Other financial assets - 0.50 - - -
Income tax assets 46.19 43.54 44.16 0.44 10.59
Other non-current assets 110.40 170.34 362.02 271.23 251.07
Total non-current assets 3,744.57 3,276.71 2,607.32 1,723.49 1,230.91

Current assets
Inventories 1,340.83 851.96 904.33 1,424.30 482.48
Financial assets
Investments 598.49 683.54 637.10 609.72 925.60
Trade receivables 36.05 14.28 20.37 16.06 6.49
Loans 67.00 12.50 12.50 - -
Cash and cash equivalents 139.17 111.62 118.19 183.84 428.12
Bank balances other than above 0.70 - - 2.41 -
Derivatives - 4.88 11.28 11.27 12.07
Other financial assets 1.63 1.39 1.30 25.58 73.43
Other current assets 79.23 300.48 39.05 56.79 78.60
Total current assets 2,263.10 1,980.65 1,744.12 2,329.97 2,006.79
Total assets 6,007.67 5,257.36 4,351.44 4,053.46 3,237.70

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 32.75 32.75 32.75 32.75
Other equity 3,364.84 2,808.05 2,378.21 1,963.74 1,874.57
Equity attributable to owners of the Company 3,397.59 2,840.80 2,410.96 1,996.49 1,907.32
Non-controlling interest - - - - -
Total equity 3,397.59 2,840.80 2,410.96 1,996.49 1,907.32

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 222.50 315.00 323.79 80.92 126.82

52
 As at March 31,
Particulars 2018 2017 2016 2015 2014
Profor Proforma Profor
ma ma
Deferred tax liabilities (net) 189.72 100.25 70.73 91.02 89.38
Government grants 34.52 14.46 15.91 3.45 3.67
Provisions 68.88 88.67 52.94 38.97 18.44
Total non-current liabilities 515.62 518.38 463.37 214.36 238.31

Current liabilities
Financial liabilities
Borrowings 943.13 968.37 707.27 1,132.15 390.14
Trade payables 631.51 514.66 439.17 435.60 311.55
Other financial liabilities 317.82 244.77 186.90 126.76 292.46
Government grants 2.86 1.46 1.46 0.22 0.22
Provisions 16.15 8.38 5.59 4.34 2.41
Current tax liabilities 132.74 112.46 99.22 116.70 77.45
Other current liabilities 50.25 48.08 37.50 26.84 17.84
Total current liabilities 2,094.46 1,898.18 1,477.11 1,842.61 1,092.07
Total liabilities 2,610.08 2,416.56 1,940.48 2,056.97 1,330.38
Total equity and liabilities 6,007.67 5,257.36 4,351.44 4,053.46 3,237.70

53
 RESTATED CONSOLIDATED FINANCIAL INFORMATION ON PROFITS AND LOSSES

(` in million)
For the year ended March 31,
Particulars 2018 2017 2016 2015 2014
Profo Profo Profo
rma rma rma

Revenue from operations 15,904.75 14,400.44 12,009.01 10,248.81 8,419.19

Other income 65.38 73.26 60.06 84.69 69.21
Total income 15,970.13 14,473.70 12,069.07 10,333.50 8,488.40

Expenses
Cost of materials consumed 12,744.26 11,155.78 8,925.43 9,290.16 6,345.07
Purchases of stock-in-trade - - 27.46 26.62 2.16
Changes in inventories of finished goods, stock-in-trade (427.22) 198.53 284.50 (885.34) 479.73
and work-in-progress
Employee benefit expense 649.79 549.93 489.14 363.00 268.50
Depreciation and amortisation expense 268.56 190.35 159.47 118.70 47.97
Finance costs 99.70 78.04 108.17 82.78 36.71
Other expenses 1,824.28 1,620.54 1,323.68 1,169.23 917.87
Total expenses 15,159.37 13,793.17 11,317.85 10,165.15 8,098.01

Profit before tax 810.76 680.53 751.22 168.35 390.39

Income tax expense
-Current tax 186.04 184.27 242.25 54.00 127.54
-Deferred tax 81.37 30.95 (19.34) 1.07 9.40
Total tax expense 267.41 215.22 222.91 55.07 136.94
Profit for the year (A) 543.35 465.31 528.31 113.28 253.45
Other comprehensive income
Items that will be reclassified subsequently to the statement
of profit or loss
Foreign currency translation reserve (2.78) (32.77) (13.50) (25.18) -
Items that will not be reclassified subsequently to the
statement of profit or loss
Remeasurement of the net defined benefit obligation 23.40 (4.13) (2.75) 1.64 1.58
Income tax relating to these items (8.10) 1.43 0.95 (0.57) (0.55)
Other comprehensive income for the year (B) 12.52 (35.47) (15.30) (24.11) 1.03

Total comprehensive income for the year (A+B) 555.87 429.84 513.01 89.17 254.48

Profit attributable to:

Owners of the Company 543.67 465.31 528.31 113.28 253.45
Non-controlling interest (0.32) - - - -
Profit for the year 543.35 465.31 528.31 113.28 253.45

Other comprehensive income attributable to:

Owners of the Company 12.52 (35.47) (15.30) (24.11) 1.03
Non-controlling interest - - - - -
Other comprehensive income for the year 12.52 (35.47) (15.30) (24.11) 1.03

Total comprehensive income attributable to:

Owners of the Company 556.19 429.84 513.01 89.17 254.48
Non-controlling interest (0.32) - - - -
Total comprehensive income for the year 555.87 429.84 513.01 89.17 254.48

54
 RESTATED CONSOLIDATED FINANCIAL INFORMATION ON CASH FLOWS

(` in million)
Particulars For the year ended March 31,
2018 2017 2016 2015 2014
Profo Profo Profo
rma rma rma
Cash flows from operating activities
Profit before tax 810.76 680.53 751.22 168.35 390.39
Adjustments for:
Depreciation and amortisation expense 268.56 190.35 159.47 118.70 47.97
Gain on fair valuation of biological assets (9.82) (8.95) (8.39) (6.25) (1.68)
Net loss on sale/ retirement of property, plant 6.19 17.47 1.68 0.41 1.20
and equipment
Net loss on sale/ retirement of biological assets 3.67 2.59 0.71 0.28 -
Interest income (3.31) (3.46) (2.95) (5.16) (16.26)
Finance costs 99.70 78.04 108.17 82.78 36.71
Dividend income from investment in mutual (3.90) (19.56) (23.03) (29.49) (14.12)
funds
Employee share based payment expenses 0.60 - - - -
Net profit on sale of current investments (0.82) (3.73) (1.94) (5.15) (1.38)
Profit on sale of investments in associate - - - (0.55) -
Fair value gain on financial assets measured at (32.51) (26.83) (11.57) (27.99) (16.23)
fair value through profit and loss, net
Government grants income (4.32) (1.88) (1.30) (0.22) (0.22)
Reversal of provision for doubtful debts - - (17.95) 1.75 -
Provision for other than temporary diminution in - - 38.67 - -
the value of non-current investments
Unrealised foreign exchange (gain)/ loss, net (0.34) (1.15) (1.66) (6.56) (3.53)
1,134.46 903.42 991.13 290.90 422.85
Change in operating assets and liabilities
(Increase)/ decrease in trade receivables (21.75) 4.99 (4.96) (10.02) 9.24
(Increase)/ decrease in inventories (488.92) 50.67 519.27 (943.01) 273.40
(Increase) decrease in loans and other financial (0.47) (12.26) (9.84) 37.15 (57.19)
assets
Decrease/ (increase) in other current and non-current 224.35 (263.75) 9.12 (52.85) 7.93
assets
Increase in trade payables and other financial 169.48 100.33 45.48 142.55 42.18
liabilities
Increase in employee benefit obligations 11.38 34.39 12.47 24.10 6.55
Increase/ (decrease) in other current and non-current 2.17 10.58 10.66 9.00 (0.82)
liabilities
Cash generated from operations 1,030.70 828.37 1,573.33 (502.18) 704.14
Income taxes paid, net (169.74) (218.64) (341.99) (15.94) (113.44)
Net cash generated from/ (used in) operating 860.96 609.73 1,231.34 (518.12) 590.70
activities

Cash flows from investing activities

Payments for property, plant and equipment and (717.33) (802.39) (947.39) (599.94) (561.59)
intangible assets
Proceeds from sale of property, plant and equipment 4.14 3.67 2.47 1.54 3.52
and intangible assets
Proceeds from sale of biological assets 1.71 1.05 2.90 0.13 -
Purchase of biological assets - - - (3.29) (2.65)
Capital infused by non-controlling interest in the 0.32 - - - -
subsidiary
Purchase of shares in associate - - (17.67) - -
Proceeds from sale of investment in associate - - - 2.18 -
Redemption of/ (investment in) inter corporate - - - 55.00 (55.00)
deposit
Investment made in Dodla Milk Processing Plc - - - - - (14.74)

55
 Particulars For the year ended March 31,
2018 2017 2016 2015 2014
Profo Profo Profo
rma rma rma
Ethiopia
Refund of share application money pending - - 12.44 - -
allotment - Dodla Milk Processing Plc - Ethiopia
Purchase of mutual funds (445.57) (260.88) (346.20) (934.49) (1,143.12)
Proceeds from sale of mutual funds 492.85 245.00 332.33 1,283.51 1,212.39
Interest/ dividend received 6.97 22.93 25.73 37.29 27.14
Deposits (placed)/ matured (having original maturity (0.20) (0.50) 2.41 (2.41) 4.44
of more than three months)
Net cash used in investing activities (657.11) (791.12) (932.98) (160.48) (529.61)

Cash flows from financing activities

Receipt of long term borrowings from banks - 70.00 300.00 - 205.00
Repayment of long term borrowings to banks (72.82) (54.07) (44.24) (231.09) (86.37)
Receipt of government grant 25.78 0.43 15.00 - -
(Repayment)/ receipt of short term borrowings, net (250.00) 275.00 (421.50) 381.50 50.00
Dividend paid (including dividend distribution tax) - - (98.54) - -
Finance costs paid (103.81) (99.64) (108.59) (74.64) (28.92)
Net cash (used in)/ generated from financing (400.85) 191.72 (357.87) 75.77 139.71
activities

Net (decrease)/ increase in cash and cash (197.00) 10.33 (59.51) (602.83) 200.80
equivalents
Cash and cash equivalents at the beginning of the (231.75) (239.08) (176.81) 427.98 227.18
financial year
Effect of exchange rate fluctuations on cash held (0.21) (3.00) (2.76) (1.96) -
Cash and cash equivalents at end of the year (428.96) (231.75) (239.08) (176.81) 427.98

Cash and cash equivalents as per above comprise of

the following-
Cash on hand 15.03 20.30 13.24 12.65 44.82
Balances with banks
-in current accounts 74.14 91.32 104.95 161.80 310.18
-in deposit accounts (with original maturity of 50.00 - - 9.39 73.12
less than three months)
Cash credit and overdraft balances (568.13) (343.37) (357.27) (360.65) (0.14)
Balances as per statement of cash flows (428.96) (231.75) (239.08) (176.81) 427.98

56
 RESTATED STANDALONE FINANCIAL INFORMATION ON ASSETS AND LIABILITES

(` in million)
As at 31 March
2018 2017 2016 2015 2014
Particulars
Profor Profor Profor
ma ma ma
ASSETS
Non-current assets
Property, plant and equipment 2,937.77 2,315.19 1,585.54 1,244.20 745.06
Capital work-in-progress 150.10 298.82 351.66 35.67 187.36
Intangible assets 6.07 2.83 1.78 1.90 2.45
Biological assets other than bearer plants
Matured biological assets 20.34 17.68 12.89 5.52 -
Immatured biological assets 7.65 5.87 5.35 7.94 4.33
Financial assets
Investments 478.94 407.84 340.07 274.11 1.63
Loans 147.07 205.93 38.22 32.73 28.42
Other financial assets - 0.50 - - -
Income tax assets 38.52 38.52 38.52 - 10.59
Other non-current assets 81.04 136.68 331.11 234.12 251.07
Total non-current assets 3,867.50 3,429.86 2,705.14 1,836.19 1,230.91

Current assets
Inventories 1,295.79 828.18 891.49 1,416.66 482.48
Financial assets
Investments 598.49 683.54 637.10 609.72 925.60
Trade receivables 19.35 5.26 5.07 11.52 6.49
Loans 67.00 12.50 12.50 - -
Cash and cash equivalents 110.98 69.37 91.85 110.24 428.12
Bank balances other than above 0.70 - - 2.41 -
Derivatives - 4.88 11.28 11.27 12.07
Other financial assets 1.63 1.39 1.30 25.58 73.43
Other current assets 46.00 273.26 27.30 55.49 78.60
Total current assets 2,139.94 1,878.38 1,677.89 2,242.89 2,006.79
Total assets 6,007.44 5,308.24 4,383.03 4,079.08 3,237.70

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 32.75 32.75 32.75 32.75
Other equity 3,395.65 2,871.06 2,412.68 2,000.41 1,874.57
Total equity 3,428.40 2,903.81 2,445.43 2,033.16 1,907.32

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 222.50 315.00 323.79 80.92 126.82
Deferred tax liabilities (net) 208.52 130.75 91.62 99.73 89.38
Government grants 34.52 14.46 15.91 3.45 3.67
Provisions 68.88 88.67 52.94 38.97 18.44
Total non-current liabilities 534.42 548.88 484.26 223.07 238.31

Current liabilities
Financial liabilities
Borrowings 943.13 968.37 707.27 1,132.15 390.14
Trade payables 592.52 486.38 423.53 427.37 311.55
Other financial liabilities 314.72 239.26 182.37 122.92 292.46
Government grants 2.86 1.46 1.46 0.22 0.22
Provisions 16.15 8.38 5.59 4.34 2.41
Current tax liabilities 131.41 111.02 99.22 116.70 77.45
Other current liabilities 43.83 40.68 33.90 19.15 17.84

57
 As at 31 March
2018 2017 2016 2015 2014
Particulars
Profor Profor Profor
ma ma ma
Total current liabilities 2,044.62 1,855.55 1,453.34 1,822.85 1,092.07
Total liabilities 2,579.04 2,404.43 1,937.60 2,045.92 1,330.38
Total equity and liabilities 6,007.44 5,308.24 4,383.03 4,079.08 3,237.70

58
 RESTATED STANDALONE FINANCIAL INFORMATION ON PROFITS AND LOSSES

(` in million)
For the year ended 31 March
2018 2017 2016 2015 2014
Particulars
Profor Profor Profor
ma ma ma

Revenue from operations 15,372.67 14,099.84 11,815.64 10,183.37 8,419.19

Other income 63.50 71.45 55.93 81.17 69.21
Total income 15,436.17 14,171.29 11,871.57 10,264.54 8,488.40

Expenses
Cost of materials consumed 12,407.11 10,976.15 8,813.28 9,255.42 6,345.07
Purchases of stock-in-trade - - 27.46 26.62 2.16
Changes in inventories of finished goods, stock-in- (417.14) 199.11 289.88 (883.35) 479.73
trade and work-in-progress
Employee benefit expense 613.13 522.03 461.16 347.63 268.50
Depreciation and amortisation expense 252.79 177.50 150.53 113.89 47.97
Finance costs 99.70 78.04 108.17 82.78 36.71
Other expenses 1,725.03 1,534.19 1,273.39 1,133.00 917.87
Total expenses 14,680.62 13,487.02 11,123.87 10,075.99 8,098.01

Profit before tax 755.55 684.27 747.70 188.55 390.39

Income tax expense
-Current tax 177.19 182.63 242.25 54.00 127.54
-Deferred tax 69.67 40.56 (7.16) 9.78 9.40
Total tax expense 246.86 223.19 235.09 63.78 136.94

Profit for the year (A) 508.69 461.08 512.61 124.77 253.45
Other comprehensive income
Items that will not be reclassified subsequently to the
statement of profit or loss
Remeasurement of the net defined benefit obligation 23.40 (4.13) (2.75) 1.64 1.58
Income tax relating to these items (8.10) 1.43 0.95 (0.57) (0.55)
Other comprehensive income for the year (B) 15.30 (2.70) (1.80) 1.07 1.03

Total comprehensive income for the year (A+B) 523.99 458.38 510.81 125.84 254.48

59
 RESTATED STANDALONE FINANCIAL INFORMATION ON CASH FLOWS

(` in million)
For the year ended 31 March
2018 2017 2016 2015 2014
Particulars Proforma Proforma Proforma
Cash flows from operating activities
Profit before tax 755.55 684.27 747.70 188.55 390.39
Adjustments for:
Depreciation and amortisation expense 252.79 177.50 150.53 113.89 47.97
Gain on fair valuation of biological assets (9.82) (8.95) (8.39) (6.25) (1.68)
Net loss on sale/ retirement of property, plant 4.62 1.83 1.69 0.41 1.20
and equipment
Net loss on sale/ retirement of biological 3.67 2.59 0.71 0.28 -
assets
Interest income (3.28) (3.25) (2.85) (5.05) (16.26)
Finance costs 99.70 78.04 108.17 82.78 36.71
Employee share based payment expenses 0.60 - - - -
Dividend income from investment in mutual (3.90) (19.56) (23.03) (29.49) (14.12)
funds
Net profit on sale of current investments (0.82) (3.73) (1.94) (5.15) (1.38)
Profit on sale of investments in associate - - - (0.55) -
Fair value gain on financial assets measured at (32.51) (26.83) (11.57) (27.99) (16.23)
fair value through profit and loss, net
Government grant income (4.32) (1.88) (1.30) (0.22) (0.22)
Reversal of provision for doubtful debts - - (17.95) 1.75 -
Provision for other than temporary diminution - - 38.67 - -
in the value of non-current investments
Unrealised foreign exchange (gain)/ loss, net (0.34) (1.15) 3.73 1.64 (3.53)
1,061.94 878.88 984.17 314.60 422.85
Change in operating assets and liabilities
(Increase)/ decrease in trade receivables (14.09) (0.19) 6.45 (5.03) 9.24
(Increase)/ decrease in inventories (467.61) 63.31 525.17 (934.18) 273.40
Decrease/ (increase) in loans and other financial 1.10 (9.76) (3.95) 39.15 (57.19)
assets
Decrease/ (increase) in other current and non- 229.66 (251.36) 28.19 (31.89) 7.93
current assets
Increase in trade payables and other financial 160.47 94.49 38.73 129.47 40.51
liabilities
Increase in employee benefit obligations 11.38 34.39 12.47 24.10 6.55
Increase/ (decrease) in other current and non- 3.15 6.78 14.75 1.31 (0.82)
current liabilities
Cash generated from operations 986.00 816.54 1,605.98 (462.47) 702.47
Income taxes paid, net (158.13) (219.06) (336.67) (15.50) (113.44)
Net cash generated from/ (used in) operating 827.87 597.48 1,269.31 (477.97) 589.03
activities

Cash flows from investing activities

Payments for property, plant and equipment and (668.52) (738.80) (869.40) (441.43) (559.92)
intangible assets
Proceeds from sale of property, plant and 2.62 1.40 2.46 1.54 3.52
equipment and intangible assets
Proceeds from sale of biological assets 1.71 1.05 2.90 0.13 -
Purchase of biological assets - - - (3.29) (2.65)
Purchase of shares in subsidiary - (67.77) (65.96) (274.11) -
Purchase of shares in associate - - (17.67) - -
Proceeds from sale of investment in associate - - - 2.18 -
Redemption of/ (investment in) inter corporate - - - 55.00 (55.00)
deposit
Investment made in Dodla Milk Processing Plc - - - - - (14.74)
Ethiopia

60
 For the year ended 31 March
2018 2017 2016 2015 2014
Particulars Proforma Proforma Proforma
Refund of share application money pending - - 12.44 - -
allotment - Dodla Milk Processing Plc -
Ethiopia
Purchase of mutual funds (445.57) (260.88) (346.20) (934.49) (1,143.12)
Proceeds from sale of mutual funds 492.85 245.00 332.33 1,283.51 1,212.39
Interest/ dividend received 6.94 22.72 25.63 37.18 27.14
Deposits (placed)/ matured (having original (0.20) (0.50) 2.41 (2.41) 4.44
maturity of more than three months)
Net cash used in investing activities (610.17) (797.78) (921.06) (276.19) (527.94)

Cash flows from financing activities

Receipt of long term borrowings from banks - 70.00 300.00 - 205.00
Repayment of long term borrowings to banks (72.82) (54.07) (49.63) (231.09) (86.37)
Receipt of government grant 25.78 0.43 15.00 - -
(Repayment)/ receipt of short term borrowings, (250.00) 275.00 (421.50) 381.50 50.00
net
Dividend paid (including dividend distribution - - (98.54) - -
tax)
Finance costs paid (103.81) (99.64) (108.59) (74.64) (28.92)
Net cash (used in)/ generated from financing (400.85) 191.72 (363.26) 75.77 139.71
activities

Net (decrease)/ increase in cash and cash (183.15) (8.58) (15.01) (678.39) 200.80
equivalents
Cash and cash equivalents at the beginning of (274.00) (265.42) (250.41) 427.98 227.18
the financial year
Cash and cash equivalents at end of the year (457.15) (274.00) (265.42) (250.41) 427.98

Cash and cash equivalents as per above comprise

of the following-
Cash on hand 14.46 18.54 12.80 12.39 44.82
Balances with banks
-in current accounts 46.52 50.83 79.05 97.85 310.18
-in deposit accounts (with original maturity 50.00 - - - 73.12
of less than three months)
Cash credit and overdraft balances (568.13) (343.37) (357.27) (360.65) (0.14)

Balances as per statement of cash flows (457.15) (274.00) (265.42) (250.41) 427.98

61
 THE OFFER

The following table summarises the Offer details:

Equity Shares Offered

Offer of Equity Shares Up to [●] Equity Shares, aggregating to `[●] million
of which
Fresh Issue(1) Up to [●] Equity Shares, aggregating to `1,500 million
Offer for Sale(2) Up to 9,543,770 Equity Shares, aggregating to `[●] million

The Offer consists of:

A) QIB Portion(3)(4) [●] Equity Shares
of which:
Anchor Investor Portion(3) [●] Equity Shares
Of which:
Available for allocation to mutual funds only [●] Equity Shares
Net QIB Portion (assuming the Anchor Investor Portion is fully [●] Equity Shares
subscribed)
of which:
Mutual Fund Portion [●] Equity Shares
Balance for all QIBs including Mutual Funds [●] Equity Shares
B) Non-Institutional Portion Not less than [●] Equity Shares
C) Retail Portion Not less than [●] Equity Shares

Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer 55,671,991 Equity Shares
Equity Shares outstanding after the Offer [●] Equity Shares

Use of Net Proceeds See “Objects of the Offer” on page 81 for information about the use of
the proceeds from the Fresh Issue. Our Company will not receive any
proceeds from the Offer for Sale.
* to be updated upon finalisation of Offer Price

Allocation to all categories, except the Anchor Investor Portion and the Retail Portion, if any, shall be made on a proportionate
basis. For further details, see “Offer Procedure - Basis of Allotment” on page 375.
(1) The Fresh Issue has been authorized by a resolution of our Board of Directors dated July 13, 2018 and a special resolution of our Shareholders at the AGM
held on July 17, 2018

(2) The Offer for Sale has been authorised by the Investor Selling Shareholder pursuant to a resolution of the board of directors of TDDHPL dated July 24,
2018 and by the Individual Selling Shareholder pursuant to a letter dated August 4, 2018. The Selling Shareholders severally and not jointly confirm that
the Equity Shares being offered by them in the Offer, have been held by it for a period of at least one year prior to the filing of this Draft Red Herring
Prospectus with SEBI, and are eligible for being offered for sale in the Offer as required by Regulation 26(6) of the SEBI ICDR Regulations.

(3) Our Company and Selling Shareholders in consultation with BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall
be added to the Net QIB Portion. For details, see “Offer Procedure” on page 347.

(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion, would be allowed to be
met with spill over from any other category or combination of categories at the discretion of our Company and the Selling Shareholders, in consultation with
the BRLMs and the Designated Stock Exchange. Under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other
categories or a combination of categories.

62
 GENERAL INFORMATION

Our Company was incorporated as Dodla Dairy Limited on May 15, 1995 at Hyderabad, Andhra Pradesh at Hyderabad as a public
limited company under the Companies Act, 1956. Our Company commenced business on May 23, 1995.

Registered and Corporate Office

Dodla Dairy Limited

8-2-293/82/A/270-Q, Road No 10-C
Jubilee Hills, Hyderabad, 500 033
Telangana, India
Tel: +91 40 4546 7777
Fax: +91 40 4546 7788
E-mail: [email protected]
Website: www.dodladairy.com
Corporate Identity Number: U15209TG1995PLC020324

For details in relation to changes in the Registered Office, see “History and Certain Corporate Matters” on page 156.

Address of the RoC

Our Company is registered with the RoC situated at the following address:
Registrar of Companies
2nd Floor, Corporate Bhawan
GSI Post, Tattiannaram Nagole
Bandlaguda, Hyderabad, 500 068
Telangana, India
Telephone: +91 40 2980 5427
Fax: +91 40 2980 3727

Board of Directors

Our Board comprises the following:

Name Designation DIN Address

Dodla Sesha Reddy Chairman and Non- 00520448 2, Bishop Wallers, Avenue (West), Mylapore, Chennai, 600 004, Tamil
Executive Director Nadu, India
Dodla Sunil Reddy Managing Director 00794889 8-2-696/697 G 04/05 La Creative Heights Road No. 12, Banjara Hills,
Hyderabad, 500 034, Telangana, India
Madhusudhana Reddy Whole-time Director 08126380 10-3-32/9/29/B, East Maredpally, Near OBC Secunderabad, 500 026,
Ambavaram Telangana, India
Akshay Tanna Non- Executive Nominee 02967021 A/72, Darshan Apts, Mount Pleasant Road, Malabar Hill, Nr Chief
Director Ministers Bungalow, Mumbai, 400 006, Maharashtra, India
Kishore Mirchandani Independent Director 00739535 450 Alton Rd, Apt 3506, Miami Beach, 33139-0000, Florida
Ponnavolu Divya Independent Director 05158352 54, Kasthuri Rangan Road, Alwarpet, Chennai, 600 018, Tamil Nadu,
India
Rampraveen Independent Director 01300682 Fl No-C-1, Block-C, Meenakshi Trident Towers, Near Raheja Mindspace
Swaminathan Circle, Gachibowli, 500 032, Telangana, India
Raman Tallam Independent Director 00320782 C-3, Ashreya, No. 11/23, Raman Street, T. Nagar, Chennai, 600 017,
Puranam Tamil Nadu, India

For further details of our Directors, see “Our Management” on page 162 .

Chief Financial Officer

Hemanth Kundavaram
8-2-293/82/A/270-Q, Road No 10-C
Jubilee Hills, Hyderabad, 500 033
Telangana, India
Tel: +91 40 4546 7777
Fax: +91 40 4546 7788
Email: [email protected]

63
Company Secretary and Compliance Officer

Ruchita Malpani
8-2-293/82/A/270-Q, Road No 10-C
Jubilee Hills, Hyderabad, 500 033
Telangana, India
Tel: +91 40 4546 7777
Fax: +91 40 4546 7788
E-mail: [email protected]

Investors can contact our Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in case
of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment, non-credit of Allotted Equity
Shares in the respective beneficiary account, non-receipt of refund orders and non-receipt of funds by electronic mode.

All grievances relating to the non-ASBA process may be addressed to the Registrar to the Offer, giving full details such as name
of the sole or First Bidder, Bidders DP ID, Client ID, PAN, date of the Anchor Investor Form, address of the Bidder, number of
the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Form and the name and address of the
relevant BRLM where the Anchor Investor Form was submitted by the Anchor Investor.

All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the relevant Designated
Intermediary with whom the Bid cum Application Form was submitted. In addition to the information indicated above, the ASBA
Bidder should also specify the Designated Branch or the collection centre of the SCSB or the address of the centre of the Syndicate
Member at the Specified Locations or the Registered Brokers at the Broker Centres or the RTA at the Designated RTA Location
or the CDP at the Designated CDP Location where the Bid cum Application Form was submitted by the ASBA Bidder.

Further, the Bidders shall also enclose the Acknowledgement Slip from the Designated Intermediaries in addition to the
documents/ information mentioned hereinabove.

Book Running Lead Managers

Edelweiss Financial Services Limited ICICI Securities Limited
14th Floor, Edelweiss House ICICI Center
Off CST Road, Kalina H.T. Parekh Marg Churchgate
Mumbai, 400 098 Mumbai, 400 020
Maharashtra, India Maharashtra, India
Tel: + 91 22 4009 4400 Tel: +91 22 2288 2460
Fax: +91 22 4086 3610 Fax: +91 22 2282 6580
E-mail: [email protected] E-mail: [email protected]
Investor grievance E- Investor grievance E-mail:
mail:[email protected] [email protected]
Website: www.edelweissfin.com Website: www.icicisecurities.com
Contact Person: Nishita John / Tanya Rizvi Contact Person: Arjun A Mehrotra / Rishi Tiwari
SEBI Registration No.: INM0000010650 SEBI Registration No.: INM000011179
Syndicate Members
[●]
Indian Legal Counsel to our Company
Cyril Amarchand Mangaldas
201, Midford House, Midford Garden
Off M.G. Road
Bengaluru, 560 001
Karnataka, India
Tel: +91 80 2558 4870
Fax: +91 80 2558 4266
Legal Counsel to the BRLMs as to Indian Law
Shardul Amarchand Mangaldas & Co.
24th Floor, Express Towers,
Nariman Point,
Mumbai, 400 021
Maharashtra, India
Tel.: +91 22 4933 5555
Fax: +91 22 4933 5550
Legal Counsel to the Investor Selling Shareholder
AZB & Partners
AZB House
Peninsula Corporate Park,

64
Ganpatrao Kadam Marg,
Lower Parel, Mumbai, 400 013
Maharashtra, India
Tel.: +91 22 6639 6880
Fax: +91 22 6639 6888
Statutory Auditors to our Company
B S R & Associates LLP
Salarpuria Knowledge City
Orwell, 6th Floor, Unit-3
Sy No.83/1, Plot No.2 Raidurg
Hyderabad, 500 081, India
Tel: +91 40 7182 2000
Fax: +91 40 7182 2399
E-mail: [email protected]
Firm Registration No.: 116231W/ W-100024
Peer review no: 009059
Registrar to the Offer
Karvy Computershare Private Limited
Karvy Selenium Tower-B
Plot No. 31 - 32 Gachibowli, Financial District, Nanakramguda,
Hyderabad, 500 032
Tel:+91 40 6716 2222
Fax:+91 40 6716 1551
E-mail: [email protected]
SEBI Registration No.: INR000000221
Banker(s) to the Offer/ Escrow Collection Bank(s)/ Refund Bank(s)/ Public Offer Account Bank(s)
[●]
Bankers to our Company
HDFC Bank Limited
7th Floor, Roxana Palladium, Road No. 1, Banjara Hills,
Hyderabad, 500 034
Tel:+91 040 3009 1370
Fax: Not available
E-mail: jayaprada.kurumaddali@hdfcbankcom
Website: www.hdfcbank.com
Contact Person: Jayaprada K

ICICI Bank Limited

SMEAG Department, 4th floor, Plot no 12, ICICI Bank Limited,
ICICI Bank Towers,
Nanakramguda, Hyderabad
Tel:+91 040 4108 2017
Fax: Not available
E-mail: akshay.ms@icicibankcom
Website: www.icicibank.com
Contact Person: Akshay MS

Designated Intermediaries

Self Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as the Self Certified Syndicate Banks (the “SCSBs”) for the ASBA process
is provided on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34.
For the list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from the Designated
Intermediaries and updated from time to time, please refer to the above-mentioned link.

Registered Brokers

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided on
the websites of the Stock Exchanges at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3
and http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from time to time.

Registrar and Share Transfer Agents

65
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone
number and e-mail address, is provided on the websites of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact
details, is provided on the websites of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent from the Statutory Auditors namely, B S R & Associates LLP, Chartered Accountants,
to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies
Act, 2013, in respect of the reports of the Statutory Auditors on the Restated Financial Information each dated July 17, 2018 and
the statement of tax benefits dated July 20, 2018, included in this Draft Red Herring Prospectus and such consent has not been
withdrawn as on the date of this Draft Red Herring Prospectus.

Our Company has received written consent from Servel Krishna Engineers Private Limited, chartered engineer to include their
name as an “expert” as defined under section 2(38) of the Companies Act in respect of the certificate dated August 2, 2018 and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.

Monitoring Agency

Our Company will appoint a monitoring agency prior to the filing of Red Herring Prospectus with the RoC in accordance with
Regulation 16 of SEBI ICDR Regulations.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

IPO Grading

No credit agency registered with SEBI has been appointed for grading the Offer.

Inter-se allocation of Responsibilities

The following table sets forth the inter-se allocation of responsibilities for various activities among the BRLMs for the Offer:

Sr. No Activities Responsibility Coordination

1. Capital structuring with the relative components and formalities such as Edelweiss, I-Sec Edelweiss
composition of debt and equity, type of instruments, and positioning strategy
2. Pre-Offer due diligence of our Company including its Edelweiss, I-Sec Edelweiss
operations/management/business plans/legal etc., Drafting and design of DRHP,
RHP and Prospectus. Ensure compliance and completion of prescribed formalities
with the Stock Exchanges, SEBI and RoC including finalisation of RHP,
Prospectus and RoC filing
3. Drafting and approval of all statutory advertisements Edelweiss, I-Sec Edelweiss
4. Drafting and approval of all publicity material other than statutory advertisements Edelweiss, I-Sec I-Sec
as mentioned in 3 above, including corporate advertising, brochures, media
monitoring, etc. & filing of media compliance report
5. Appointment of Registrar to the Offer, printers, Escrow Collection Banks, share Edelweiss, I-Sec I-Sec
escrow agent, advertising agency (including coordinating all agreements to be
entered with such parties)
6. Preparation of road show presentation and FAQs for the road show team Edelweiss, I-Sec Edelweiss
7. International institutional marketing of the Offer, which will cover, inter alia: Edelweiss, I-Sec Edelweiss
 Institutional marketing strategy
 Finalising the list and division of international investors for one-to-one
meetings
 Finalising international road show and investor meeting schedules

66
 Sr. No Activities Responsibility Coordination
8. Domestic institutional marketing of the Offer, which will cover, inter alia: Edelweiss, I-Sec I-Sec
 Finalising the list and division of domestic investors for one-to-one meetings
 Finalising domestic road show and investor meeting schedules
9. Conduct non-institutional marketing of the Offer Conduct retail marketing of the Edelweiss, I-Sec I-Sec
Offer, which will cover, inter-alia:
 Finalising media, marketing, public relations strategy and publicity budget
 Finalising collection centres
 Finalising centres for holding conferences for brokers etc.
 Follow-up on distribution of publicity and Offer material including form,
RHP/Prospectus and deciding on the quantum of the Offer material
10. Coordination with Stock Exchanges for book building software, bidding terminals Edelweiss, I-Sec I-Sec
and mock trading, deposit of 1% security deposit
11. Managing the book and finalization of pricing in consultation with our Company Edelweiss, I-Sec Edelweiss
12. Post-Bidding activities – managing Anchor book related activities and submission Edelweiss, I-Sec I-Sec
of letters to regulators post completion of Anchor issue, management of escrow
accounts, coordinating underwriting, coordination of non-institutional allocation,
finalization of the basis of allotment based on technical rejections, listing of
instruments, demat credit and refunds/ unblocking of funds announcement of
allocation and dispatch of refunds to Bidders, etc, payment of the applicable STT,
coordination with SEBI and Stock Exchanges for refund of 1% security deposit

Credit Rating

As this is an offer of Equity Shares, there is no credit rating required for the Offer.

Trustees

As this is an offer of Equity Shares, the appointment of trustees is not required.

Book Building Process

Book Building Process, in the context of the Offer, refers to the process of collection of Bids on the basis of the Red Herring
Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and minimum Bid lot
size will be decided by our Company and the Selling Shareholders in consultation with the BRLMs, and advertised in all editions
of [●], all editions of [●] and all editions of [●], which are widely circulated English, Hindi and Telugu daily newspapers
respectively (Telugu being the regional language of Telangana where our Registered Office is located) at least five Working Days
prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their
websites. The Offer Price shall be determined by our Company and the Selling Shareholders in consultation with the BRLMs after
the Bid/Offer Closing Date.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs Bidding in the QIB Portion and Non-Institutional Bidders Bidding
in the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the
Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids during the Bid/ Offer Period
and withdraw their Bids until the Bid/ Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the
Anchor Investor Bidding Date. Allocation to the Anchor Investors will be on a discretionary basis. For further details, see
“Offer Structure” and “Offer Procedure” on page 344 and page 347, respectively.

Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restriction and terms of the Offer.

The Book Building Process and the Bidding Process under the SEBI ICDR Regulations are subject to change from time to time.
Investors are advised to make their own judgement about an investment through this process prior to submitting a Bid.

Illustration of Book Building Process and Price Discovery Process

For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure – Part B – Basis of
Allocation - Illustration of Book Building Process and Price Discovery Process” on page 374.

Underwriting Agreement

After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC,
our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters for the Equity
Shares proposed to be offered through the Offer. The underwriting shall be to the extent of the Bids uploaded, subject to Regulation

67
13 of the SEBI ICDR Regulations. The Underwriting Agreement is dated [●]. Pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.).

Name, address, telephone number, fax number and e-mail Indicative Number of Equity Amount Underwritten
address of the Underwriters Shares to be Underwritten (in ` million)
[●] [●] [●]

The above-mentioned is indicative underwriting and will be finalised after determination of Offer Price and Basis of Allotment
and subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board (based on representations made by the Underwriters), the resources of the Underwriters are sufficient
to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board of Directors/ IPO Committee, at its
meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition to
other obligations defined in the Underwriting Agreement, will also be required to procure purchases for or purchase of the Equity
Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement. The Underwriting Agreement has
not been executed as on the date of this Draft Red Herring Prospectus and will be executed after the determination of the Offer
Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC.

The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement

68
 CAPITAL STRUCTURE

The Share capital of our Company, as of the date of this Draft Red Herring Prospectus is set forth below:

(In `, except share data)

Aggregate value at face Aggregate value at Offer
value Price
A AUTHORIZED SHARE CAPITAL(1)
75,000,000 Equity Shares 750,000,000 -

B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

55,671,991 Equity Shares 556,719,910 -

C PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS

Offer of up to [●] Equity Shares(2) [●] [●]
of which
Fresh Issue of up to [●] Equity Shares [●] `1,500 million

Offer for Sale of up to [●] Equity Shares(3) [●] [●]

D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER

[●] Equity Shares (assuming full subscription in the Offer) [●]

E SECURITIES PREMIUM ACCOUNT

Before the Offer 568,280,090
After the Offer [●]
(1) For details in relation to the changes in the authorised share capital of our Company, see “History and Certain Corporate Matters – Amendments to our
Memorandum of Association” on page 157
(2) The Fresh Issue has been authorized by a resolution of our Board of Directors dated July 13, 2018, and a special resolution of our Shareholders passed
at their AGM dated July 17, 2018
(3) Each Selling Shareholder, severally and not jointly, confirms that their respective portion of its Offered Shares are eligible for the Offer in accordance
with Regulation 26(6) of SEBI ICDR Regulations. The Offer for Sale has been authorised by the Investor Selling Shareholder pursuant to a resolution by
the board of directors of TDHPPL dated July 24, 2018. Additionally, the Offer for Sale has also been authorised by the Individual Selling Shareholder
pursuant to a letter dated August 4, 2018.

Notes to the Capital Structure

1. Share Capital History of our Company

(a) Equity Share Capital

The history of the Equity Share capital of our Company is provided in the following table:

Date of No. of Face Issue Nature of Reason/ Cumulative Cumulative paid-

allotment Equity value per price per considera Nature of number of up Equity Share
Shares Equity Equity tion allotment Equity Shares capital
allotted Share (`) Share (`) (`)
May 18, 1995 9 10 10 Cash Subscription 9 90
to the
MOA(1)
December 23, 2,319,430 10 10 Cash Preferential 2,319,439 23,194,390
1998 allotment(2)

March 30, 2001 180,561 10 10 Cash Preferential 2,500,000 25,000,000

allotment(3)
November 5, 774,823 10 1,419.68 Cash Preferential 3,274,823 32,748,230
2012 allotment(4)
July 17, 2018 52,397,168 10 N/A N/A Bonus issue 55,671,991 556,719,910
in the ratio
of 16 Equity
Shares for
every one
Equity
Share(5)
(1) One Equity Share each was allotted to D. Chenchurami Reddy, Dodla Sesha Reddy, Dodla Subba Reddy, Dodla Sunil Reddy, Dodla
Girija Reddy, Dodla Deepa Reddy, R. Ramanathan, N. Krishnaswamy and A. Ramchandra Rao

69
 (2) 2,319,430 Equity Shares allotted to ninety four allottees
(3) 30,561 Equity Shares allotted to Dodla Sesha Reddy and 150,000 Equity Shares allotted to Dodla Deepa Reddy
(4) 774,823 Equity Shares allotted to BR CPF Holdings (Mauritius) Limited
(5) 29,178,688 Equity Shares allotted to Dodla Sunil Reddy, 14,147,232 Equity Shares allotted to TDDHPL, 7,384,016 Equity Shares
allotted to Dodla Deepa Reddy, 639,248 Equity Shares allotted to Venkat Krishna Reddy Busireddy, 523,984 Equity Shares allotted
to Bommi Surekha Reddy, 523,968 Equity Shares allotted to Dodla Sesha Reddy, 16 Equity Shares allotted to Dodla Girija Reddy and
16 Equity Shares allotted to Dodla Subba Reddy

As of the date of this Draft Red Herring Prospectus, our Company does not have any outstanding preference
shares.

(b) Our Company has not issued any Equity Shares at a price which may be lower than the Offer Price during a
period of one year preceding the date of this Draft Red Herring Prospectus.

2. Issue of Shares for consideration other than cash

(a) Our Company has not issued any Shares out of revaluation reserves.

(b) Our Company has not issued any Shares for consideration other than cash as of the date of this Draft Red Herring
Prospectus

3. History of the Equity Share Capital held by our Promoters

As on the date of this Draft Red Herring Prospectus, our Promoters hold 31,559,072 Equity Shares, constituting 56.69%
of the issued, subscribed and paid-up Equity Share capital of our Company.

(a) Build-up of our Promoters shareholding in our Company:

Date of Number of Face Issue/ Nature of Nature of Percentage Percentage

allotment/ Equity Shares Value Acquisitio Consideration Transaction (%) of (%) of
transfer per n/ pre-Offer post-Offer
Equity Transfer Equity Equity
Share price per Share Share
(`) Equity Capital Capital
Share (`)
Dodla Sunil Reddy
May 18, 1 10 10 Cash Subscription to the 0.00 [●]
1995 MOA
December 205,925 10 10 Cash Preferential allotment 0.37 [●]
23, 1998
December 444,550 10 2.5 Cash Transfer of 444,550 0.80 [●]
24, 2001 Equity Shares from
shareholders’

August 3, 82 10 Nil Gift Transfer of 1 Equity 0.00 [●]

2012 Share from N. S.
Krishnaswamy and 1
Equity Share from A.
Ramchandra Rao
October 29, 181,645 10 Nil Gift Transfer of 118,228 0.33 [●]
2012 Equity Shares from
Dodla Subba Reddy,
63,417 Equity Shares
from D. Chenchurami
Reddy
November 1 10 Nil Gift Transfer of 1 Equity 0.00 [●]
16, 2012 Share from R.
Ramanathan
June 29, 109,379 10 Nil Gift Transfer of 109,379 0.20 [●]
2017 Equity Shares from
Dodla Subba Reddy
July 20, 2017 (4,163) 10 3,627.68 Cash Transfer of 4,163 (0.01) [●]
Equity Shares from
Dodla Sunil Reddy to
TDDHPL
January 22, (105,216) 10 Nil Gift Transfer of 105,216 (0.19) [●]
2018 Equity Shares to Dodla
Deepa Reddy

70
 Date of Number of Face Issue/ Nature of Nature of Percentage Percentage
allotment/ Equity Shares Value Acquisitio Consideration Transaction (%) of (%) of
transfer per n/ pre-Offer post-Offer
Equity Transfer Equity Equity
Share price per Share Share
(`) Equity Capital Capital
Share (`)
May 12, 991,544 10 Nil Gift Transfer of 991,544 1.78 [●]
2018 Equity Shares from
Dodla Sesha Reddy
July 17, 2018 29,178,688 10 Nil N/A Bonus issue in the ratio 52.41 [●]
of 16 Equity Shares for
every one Equity Share
July 30, 2018 (16,144,877) 10 Nil N/A Transfer of 16,144,877 (29.00) [●]
Equity Shares to Dodla
Family Trust for
settling the Dodla
Family Trust Property
Sub Total 14,857,479 26.69
(A)
Dodla Sesha Reddy
May 18, 1 10 10 Cash Subscription to the 0.00 [●]
1995 MOA
December 261,000 10 10 Cash Preferential allotment 0.47 [●]
23, 1998
March 30, 30,561 10 10 Cash Preferential allotment 0.05 [●]
2001
June 25, (281,561) 10 Nil Gift Transfer of 221,561 (0.51) [●]
2003 Equity Shares to Dodla
Girija Reddy and
60,000 Equity Shares to
Dodla Subba Reddy.
August 29, 134,999 10 Nil Gift Transfer of 134,999 0.24 [●]
2016 Equity Shares from D.
Padmavathamma
March 31, 1,050,238 10 Nil Gift Transfer of 822,119 1.89 [●]
2018 Equity Shares from
Dodla Girija Reddy and
228,119 Equity Shares
from Dodla Subba
Reddy
May 12, (1,162,490) 10 Nil Gift Transfer of 991,544 (2.09) [●]
2018 Equity Shares to Dodla
Sunil Reddy, 98,245 to
Dodla Deepa Reddy,
32,748 to Bommi
Surekha Reddy and
39,953 to Venkat
Krishna Reddy
Busireddy
July 17, 2018 523,968 10 N/A N/A Bonus issue in the ratio 0.94 [●]
of 16 Equity Shares for
every one Equity Share
Sub Total 556,716 1.00 [●]
(B)
Dodla Family Trust
July 30, 2018 16,144,877 10 N/A N/A Transfer of 16,144,877 29.00 [●]
Equity Shares from
Dodla Sunil Reddy for
settling the Dodla
Family Trust Property

Sub Total 16,144,877 29.00 [●]

(C)
Total 31,559,072 56.69 [●]
(A+B+C)

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares.

71
(b) Details of Promoters contribution and lock-in:

Pursuant to Regulations 32 and 36 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum Promoter’s
contribution and locked-in for a period of three years from the date of Allotment and our Promoters shareholding
in excess of 20% shall be locked in for a period of one year from the date of Allotment.

The Equity Shares that are being locked-in are not ineligible for computation of minimum Promoter’s
contribution under Regulation 33 of the SEBI ICDR Regulations. In this regard, our Company confirms that the
Equity Shares being locked-in do not and shall not consist of:

(i) Equity Shares acquired during the three years preceeding the date of this Draft Red Herring Prospectus
(a) for consideration other than cash and revaluation of assets or capitalization of intangible assets; or
(b) result from a bonus issue by utilization of revaluation reserves or unrealized profits of our Company
or from a bonus issue against Equity Shares which are ineligible for computation of minimum
Promoters contribution;

(ii) Equity Shares acquired by our Promoters during the one year preceding the date of this Draft Red
Herring Prospectus, at a price lower than the price at which Equity Shares are being offered to the
public in the Offer

Further, we confirm that our Company has not been formed by conversion of one or more partnership firms, and
hence no Equity Shares have been allotted to our Promoters in the one year immediately preceding the date of
this Draft Red Herring Prospectus pursuant to conversion from a partnership firm.

In this regard, our Promoters specifically confirm that the Equity Shares held by our Promoters that are offered
as part of the minimum Promoter’s contribution are not subject to any pledge or any other encumbrance and that
all the Equity Shares held by our Promoters are in demat form.

The details of the Equity Shares held by our Promoters and locked-in as minimum Promoter’s contribution are
given below:

Name of No. of Date of allotment/ Nature of Face Offer/ Percentage (%) Percentage (%)
the Equity transfer of Equity Transaction Value per Acquisition to Pre-Offer to Post-Offer
Promoter Shares Shares and when Equity Price per Paid-up Paid-up
made fully paid- Share (`) Equity Share Capital Capital
up (`)
Dodla Sunil [●] [●] [●] [●] [●] [●] [●]
Reddy
TOTAL [●] [●] [●] [●] [●] [●] [●]

The minimum Promoter’s contribution has been brought in to the extent of not less than the specified minimum
lot.

(c) Details of share capital locked-in for one year:

In terms of the Regulation 37 of the SEBI ICDR Regulations, in addition to the Equity Shares proposed to be
locked-in as part of our minimum Promoter’s contribution as stated above, the entire pre-Offer Equity Share
capital of our Company will be locked-in for a period of one year from the date of Allotment except the Equity
Shares forming part of the Offer for Sale. Any unsubscribed portion of the Equity Shares forming part of the
Offer for Sale would also be locked in as required under the SEBI ICDR Regulations.

The Equity Shares allotted to eligble employees (who will continue to be employees of the Company as on the
date of the Allotment) under the ESOP Plan shall not be subject to lock-in.

(d) Other requirements in respect of lock-in:

Pursuant to Regulation 39 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters
can be pledged with any scheduled commercial bank or public financial institution as collateral security for loans
granted by such scheduled commercial bank or public financial institution, provided that (i) such pledge of
Equity Shares is one of the terms of sanction of the loan; (ii) if the Equity Shares are locked-in as minimum
Promoter’s contribution for three years under Regulation 36(a) of the SEBI ICDR Regulations, then in addition
to the requirement in (i) above, such Equity Shares may be pledged only if the loan has been granted by the
scheduled commercial bank or public financial institution for the purpose of financing one or more of the objects

72
 of the Offer; and (iii) as specified under Regulation 36(b), Promoter’s holding in excess of minimum promoters’
contribution shall be locked in for a period of one year.

Pursuant to Regulation 40 of the SEBI ICDR Regulations, Equity Shares held by our Promoters, which are
locked-in in accordance with Regulation 36 of the SEBI ICDR Regulations, may be transferred to any member
of the Promoter Group, or to a new promoter or persons in control of our Company subject to continuation of
the lock-in in the hands of the transferee for the remaining period and compliance with the Takeover Regulations,
as applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI
ICDR Regulations has expired.

Further, pursuant to Regulation 40 of the SEBI ICDR Regulations, Equity Shares held by shareholders other
than our Promoters which are locked-in in accordance with Regulation 37 of the SEBI ICDR Regulations, may
be transferred to any other person holding Equity Shares which are locked-in, subject to continuation of the lock-
in in the hands of the transferee for the remaining period and compliance with the Takeover Regulations, as
applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI
ICDR Regulations has expired.

(e) Lock-in of Equity Shares Allotted to Anchor Investors:

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a period
of 30 days from the date of Allotment.

4. Details of the Equity Share capital held by the Promoters and members of the Promoter Group in our Company
as on date of the Draft Red Herring Prospectus

Name of the Shareholder Total Equity Shares Percentage (%) of Pre-Offer Percentage (%) of Post-Offer
Capital Capital
Promoters
Dodla Family Trust 16,144,877 29.00 [●]
Dodla Sunil Reddy 14,857,479 26.69 [●]
Dodla Sesha Reddy 556,716 1.00 [●]
Total Holding of the Promoters 31,559,072 56.69 [●]
(A)
Promoter Group
Dodla Deepa Reddy 7,845,517 14.09 [●]
Bommi Surekha Reddy 556,733 1.00 [●]
Dodla Subba Reddy 17 0.00 [●]
Dodla Girija Reddy 17 0.00 [●]
Total Holding of the Promoter 8,402,284 15.09 [●]
Group (Other than Promoters)
(B)

Total Holding of Promoter and 39,961,356 71.78 [●]

Promoter Group (A+B)

Selling Shareholders’ Shareholding in our Company

Name of the Selling Total Equity Shares Percentage (%) of Pre-Offer Percentage (%) of Post-Offer
Shareholder Capital Capital
Dodla Deepa Reddy 7,845,517 14.09 [●]
TDDHPL 15,031,434 27.00 [●]
Total 22,876,951 41.09 [●]

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

73
5. Shareholding Pattern of our Company

The table below presents the pre-Offer shareholding pattern of our Company as of the date of this Draft Red Herring Prospectus:

Category Category of Number of No. of fully No. of No. of Total nos. Shareholding Number of Voting Rights No. of Shares Shareholding , Number of Number of Number of
(I) Shareholder Shareholders paid up Partly shares shares as a % of total held in each class of Underlying as a % Locked in Shares Equity Shares
(II) (III) Equity paid- underlying held no. of shares securities Outstanding assuming full shares pledged or held in
Shares up Depository (VII) = (calculated as (IX) convertible conversion of (XII) otherwise dematerialized
held Equity Receipts (IV)+(V)+ per SCRR, securities convertible encumbered form
(IV) Shares (VI) (VI) 1957) (including securities (XIII) (XIV)
held (VIII) No of Voting Rights Warrants) (as a No. As a % No. As a %
(V) As a % of Class Class Total Total (X) percentage of (a) of total (a) of total
(A+B) as a diluted share Shares Shares
% of capital) held held
(A+B) (XI)= (b) (b)
(VII)+(X)
As a % of
(A+B)
(A) Promoter 7 39,961,356 - - 39,961,356 71.78 - - - - - 71.78 - - - - 39,961,356
and
Promoter
Group
(B) Public 2 15,710,635 - - 15,710,635 28.22 - - - - - 28.22 - - - - 15,710,635
Total (A) + 9 55,671,991 55,671,991 100.00 100.00 55,671,991
(B)

74
6. The list of top 10 Shareholders of our Company and the number of Equity Shares held by them as of the date of
this Draft Red Herring Prospectus, 10 days before the date of filing and two years prior to the date of filing of this
Draft Red Herring Prospectus are set forth below:

(a) Our top 10 Shareholders as of the date of filing of this Draft Red Herring Prospectus are as follows:

Sr. No. Name of the Shareholder No. of Equity Shares Percentage (%)
1. Dodla Family Trust 16,144,877 29.00
2. TDDHPL 15,031,434 27.00
3. Dodla Sunil Reddy 14,857,479 26.69
4. Dodla Deepa Reddy 7,845,517 14.09
5. Venkat Krishna Reddy Busireddy 679,201 1.22
6. Bommi Surekha Reddy 556,733 1.00
7. Dodla Sesha Reddy 556,716 1.00
8. Dodla Girija Reddy 17 0.00
9. Dodla Subba Reddy 17 0.00
Total 55,671,991 100.00

(b) Our top 10 Shareholders 10 days prior to the date of filing of this Draft Red Herring Prospectus are as follows:

Sr. No. Name of the Shareholder No. of Equity Shares Percentage (%)
1. Dodla Family Trust 16,144,877 29.00
2. TDDHPL 15,031,434 27.00
3. Dodla Sunil Reddy 14,857,479 26.69
4. Dodla Deepa Reddy 7,845,517 14.09
5. Venkat Krishna Reddy Busireddy 679,201 1.22
6. Bommi Surekha Reddy 556,733 1.00
7. Dodla Sesha Reddy 556,716 1.00
8. Dodla Girija Reddy 17 0.00
9. Dodla Subba Reddy 17 0.00
Total 55,671,991 100.00

(c) Our top 10 Shareholders two years prior to the date of filing of this Draft Red Herring Prospectus are as follows:

Sr. No. Name of the Shareholder No. of Equity Shares Percentage (%)
1. Dodla Sunil Reddy 832,124 25.41
2. Girija Reddy 822,120 25.10
3. Black River Capital Partners Food Fund Holdings 774,823 23.66
(Singapore) Pte. Ltd.
4. Dodla Deepa Reddy 363,256 11.09
5. Dodla Subba Reddy 337,499 10.31
6. D. Padmavathamma 135,000 4.12
7. Dodla Sesha Reddy 10,001 0.31
Total 3,274,823 100.00

7. Details of Equity Shares held by our Directors and Key Management Personnel in our Company

Other than as set out below, none of our Directors or Key Management Personnel hold Equity Shares as of the date of
this Draft Red Herring Prospectus.

Name No. of Equity Shares Pre-Offer (%) Post-Offer (%)

Dodla Sunil Reddy 14,857,479 26.69 []
Venkat Krishna Reddy Busireddy 679,201 1.22 []
Dodla Sesha Reddy 556,716 1.00 []

8. The BRLMs and their respective associates do not hold any Equity Shares as of the date of this Draft Red Herring
Prospectus.

9. Except as disclosed in this Draft Red Herring Prospectus, our Company has not made any bonus issue of any kind or
class of securities since incorporation.

10. Our Company has not allotted Equity Shares pursuant to the scheme of amalgamation approved under Section 391-394
of the Companies Act, 1956.

75
11. Our Company has not made any public issue of any kind or class of securities since its incorporation.

12. Employee Stock Option Plans

Our Company, pursuant to the resolution passed by our Board and our Shareholders’ resolutions dated February 20, 2018
and March 23, 2018 respectively adopted the ESOP Plan. Pursuant to the ESOP Plan, options to acquire Equity Shares
may be granted to Eligible Employees (as defined in the ESOP Plan). The aggregate number of Equity Shares, which
may be issued under ESOP Plan, shall not exceed 1,391,800 Equity Shares. The ESOP Plan is in compliance with the
SEBI ESOP Regulations. The details of the ESOP Plan, as certified by A Ramachandra Rao & Co, Chartered
Accountants, through a certificate dated August 9, 2018, are as follows:

Particulars Details
Options granted A total of 8,35,074 options as on August 9, 2018. Of this the options granted in the last three financial
years is furnished hereunder.

Year/ Period No. of Options granted

Financial Year 2016 NA
Financial Year 2017 NA
Financial Year 2018 8,35,074
Total* 8,35,074
*As on the date of this Draft Red Herring Prospectus
Pricing formula of exercise The Company uses fair market value for valuation of options granted to calculate the employee
price compensation cost

Exercise price of options Each tranche 213.3929 per option

(in ₹ )

Vesting period Vesting period will be in four tranches of 25% each as below:

No of Options Percentage Date of Date of Additional

granted of options Grant Vesting Conditions for
granted vesting
One year from The Employee shall
March 23,
104,397 12.5% the date of be in employment
2018 read
grant with the company
with Board
on the date of
resolution
104,380 12.5% June 30, 2019 vesting
dated July 13,
2018 and
104,380 12.5% share holders June 30, 2020
approval dated
104,380 12.5% July 17, 2018 June 30, 2021

No of Percentage Date of Date of Conditions for

Options of options Grant Vesting vesting
granted granted

March 23, One year from Annual

104,397 12.5% 2018 read the date of performance target
with Board grant to be determined by
104,380 12.5% resolution June 30, 2019 the Nomination and
104,380 12.5% dated July 13, June 30, 2020 Remuneration
2018 and Committee for the
12.5% June 30, 2021
share holders respective
approval performance
104,380 vesting years.
dated July 17,
2018

Options vested (excluding No options have been vested up to August 9, 2018

the options that have been
exercised)

Options exercised No options have been exercised by the Option Grantees as on August 9, 2018

76
Particulars Details

The total number of Equity Not Applicable

Shares arising as a result of
exercise of options
Options lapsed/ forfeited/ No options have been lapsed/forfeited and cancelled up to August 9, 2018
cancelled

Variation of terms of Not Applicable

options
Money realized by exercise Not Applicable
of options

Total number of options in 8,35,074 options

force as on August 9, 2018
Employee-wise detail of
options granted to
(i) Senior managerial Senior Managerial No of Options granted
personnel i.e., Directors Personnel Name$ Granted Exercised Outstanding
and Key Managerial Mr. Venkat Krishna Reddy 835074 - -
Personnel Busireddy

Senior Managerial Personnel as identified by the Company

(ii) Any other employee No

who received a grant in
any one year of options
amounting to 5% or more
of the options granted
during that year
(iii) Identified employees Mr. Venkat Krishna Reddy Busireddy was granted options equivalent to 1.5% of the issued share capital
who were granted options of the Company at the time of grant of option
during any one year equal
to exceeding 1% of the
issued capital (excluding
outstanding warrants and
conversions) of the
Company at the time of
grant
Fully diluted EPS on pre- Diluted EPS as on March 31, 2018 ₹154.41 (Note: Diluted EPS is same as basic EPS as the issue of
Offer basis pursuant to Options do not have any dilutive impact since the exercise price is higher than the market price of the
exercise of options shares).
calculated in accordance
with the relevant
accounting standard in ₹
Impact on profit and EPS of ESOP compensation cost charged to P&L account for 2017-18 is ₹6,00,000, for 2016-17- NA, 2015-
the last three years if the 16 – NA
accounting policies as
specified in Regulation 15 Impact on EPS due to issue of EPS for 2017-18 is Nil (As the issue of options at exercise price higher
of the Securities and than the market price did not result in dilution of EPS)
Exchange Board of India
(Share Based Employee
Benefits) Regulations,
2014 had been followed in
respect of options granted
in the last three Fiscal years
Where the Company has NA- The company has followed fair value method.
calculated the employee
compensation cost using
the intrinsic value of stock
options, difference, if any,
between employee

77
 Particulars Details
compensation cost
calculated using the
intrinsic value of stock
options and the employee
compensation cost
calculated on the basis of
fair value of stock options
and the impact of this
difference on profits and
EPS of the Company
Weighted average exercise Weighted average exercise price- `213.3929/Equity Share
price and the weighted
average fair value of Weighted average fair value of options- `36.72/option
options whose exercise
price either equals or
exceeds or is less than the
market price of the stock
Description of the method Black Scholes Options Pricing model is used for estimating fair value of options. Following factors
and significant were taken in to consideration-
assumptions used during (a) the exercise price of the option- This price is as per Letter of Grant from The Nomination and
the year to estimate the Remuneration Committee to Mr. Venkat Krishna Reddy Busireddy dated March 23, 2018
fair value of options, (b) the life of the option- This is based on Vesting Period and undertaking of the option holder with
including weighted his intent to exercise options within 6 months of available for vesting
average information, (c) the current price of the underlying shares is fair value of common stock arrived using revenue
namely, risk- free interest multiple for publicly traded comparable companies
rate, expected life, (d) the expected volatility of the share price is arrived as narrow average of Volatility for 1 year, 3
expected volatility, year and 5 year period for publicly traded comparable companies
expected dividends, and the (e) the dividends yield expected on the shares does not have impact on valuation of options as
price of the underlying company is in growing stage and value of common stock is high.
share in market at the time (f) the risk-free interest rate for the life of the option is sourced from Bloomberg
of grant of the option
Intention of the holders of NA
Equity Shares allotted on
exercise of options to sell
their shares within three
months after the listing of
Equity Shares pursuant to
the Offer
Intention to sell Equity Nil
Shares arising out of the
ESOP Plan within three
months after the listing of
Equity Shares by directors,
senior managerial
personnel and employees
having Equity Shares
arising out of ESOP Plan
amounting to more than 1%
of the issued capital
(excluding outstanding
warrants and conversions)

13. Our Company has not made any rights issue of any kind or class of securities since its incorporation.

14. Except as disclosed below, none of the members of the Promoter Group, none of our Directors and their immediate
relatives have purchased or sold any securities of our Company during the period of six months immediately preceding
the date of filing of this Draft Red Herring Prospectus with the SEBI.

Name of the Name of the Date of Transfer Number of Price per Aggregate Percentage of
Transferor Transferee Equity Shares Equity Consideration (`) the pre-Offer
Share (`) unless otherwise Capital
unless stated
otherwise
stated
Dodla Subba Dodla Sesha March 31, 2018 228,119 NA NA 0.41
Reddy Reddy

78
 Name of the Name of the Date of Transfer Number of Price per Aggregate Percentage of
Transferor Transferee Equity Shares Equity Consideration (`) the pre-Offer
Share (`) unless otherwise Capital
unless stated
otherwise
stated
Girija Reddy Dodla Sesha March 31, 2018 822,119 NA NA 1.48
Reddy
Dodla Sesha Dodla Sunil May 12, 2018 991,544 NA NA 1.78
Reddy Reddy
Dodla Sesha Dodla Deepa May 12, 2018 98,245 NA NA 0.18
Reddy Reddy

Dodla Sesha Bommi May 12, 2018 32,748 NA NA 0.06

Reddy Surekha Reddy

Dodla Sesha Venkat Krishna May 12, 2018 39,953 NA NA 0.07

Reddy Reddy
Busireddy
Dodla Sunil Dodla Family July 30, 2018 16,144,877 NA NA 29.00
Reddy Trust

15. As of the date of the filing of this Draft Red Herring Prospectus, the total number of our Shareholders is nine.

16. Neither our Company nor our Directors nor the BRLMs have entered into any buy-back and/ or standby arrangements
for purchase of Equity Shares from any person.

17. All Equity Shares issued pursuant to the Offer will be fully paid up at the time of Allotment and there are no pending
paid up Equity Shares as on the date of the Draft Red Herring Prospectus.

18. No payment, direct or indirect in the nature of discount, commission and allowance or otherwise shall be made either by
us or our Promoters to the persons who are allotted Equity Shares.

19. Our Company shall ensure that transactions in the Equity Shares by our Promoters and the Promoter Group between the
date of filing of the Red Herring Prospectus with the RoC and the date of filing of closure of the Offer be intimated to
the Stock Exchanges within 24 hours of such transaction.

20. An oversubscription to the extent of 10% of the Offer can be retained for the purposes of rounding off to the nearest
multiple of minimum Allotment lot while finalising the Basis of Allotment.

21. There have been no financing arrangements whereby our Promoters, the members of the Promoter Group, our Directors
and their relatives have financed the purchase by any other person of securities of our Company, other than in the normal
course of the business of the financing entity during a period of six months preceding the date of filing of this Draft Red
Herring Prospectus.

22. Our Company presently does not intend or propose to alter its capital structure for a period of six months from the Bid/
Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity
Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether
on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further public offer of Equity
Shares or qualified institutions placements or otherwise. Provided, however, that the foregoing restrictions do not apply
to: (a) the issuance of any Equity Shares under this Offer; and (b) the issuance of Equity Shares to employees pursuant
to the exercise of employee stock options under the ESOP Plan.

23. Except pursuant to the ESOP Plan, there will be no further issue of Equity Shares whether by way of issue of bonus
shares, preferential allotment, rights issue or in any other manner during the period commencing from filing of this Draft
Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges.

24. The Offer is being in made in terms of Rule 19(2)(b) of the SCRR. The Offer is being made through the Book Building
Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer
shall be allocated on a proportionate basis to QIBs (“QIB Portion”), provided that our Company and the Selling
Shareholders, in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price. 5% of the Net QIB
Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB

79
 Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors),
including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of
the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of
the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, may
participate in the Offer through the ASBA process providing details of their respective bank account which will be
blocked by the SCSBs. QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise
the ASBA process to participate in the Offer. Anchor Investors are not permitted to participate in the Offer through ASBA
process. For further details, see “Offer Procedure” on page 347.

25. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the
Net QIB Portion, would be allowed to be met with spill over from any other category or a combination of categories at
the discretion of our Company and the Selling Shareholders, in consultation with the BRLMs and the Designated Stock
Exchange. Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill
over from any other category or a combination of categories at the discretion of our Company and the Selling Shareholders
in consultation with the BRLMs and the Designated Stock Exchange.

26. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

27. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.

28. Except for the sale of the Equity Shares by the Individual Selling Shareholder in the Offer for Sale, our Promoters or the
members of the Promoter Group will not submit Bids or participate in the Offer.

29. No person connected with the Offer, including, but not limited to, the BRLMs, our Company, the Selling Shareholders,
the members of the Syndicate or the Directors shall offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any Bidder for making a Bid.

30. Except for the Equity Shares allotted pursuant to the ESOP Plan, as of the date of this Draft Red Herring Prospectus,
there are no outstanding convertible securities or any other right which would entitle any person any option to receive
Equity Shares.

80
 OBJECTS OF THE OFFER

The Offer comprises the Fresh Issue and the Offer for Sale.

Offer for Sale

Except for the listing fees which shall be solely borne by the Company, all offer expenses will be shared, upon successful
completion of the Offer, between our Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares
issued and allotted by our Company in the Fresh Issue and the offered shares sold by the Selling Shareholders in the Offer for
Sale.

Objects of the Fresh Issue

Our Company proposes to utilise the Net Proceeds from the Fresh Issue (“Net Proceeds”) towards funding the following objects:

1. Repayment/pre-payment, in full or part, of certain borrowings availed by our Company;

2. Purchase of equipments; and

3. General corporate purposes.

The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of Association enable us to
(i) undertake our existing business activities; (ii) undertake the activities proposed to be funded from the Net Proceeds, (iii) carry
out activities towards which the loans proposed to be repaid or prepaid from the Net Proceeds were utilized; and (iv) undertake
activities for which funds are earmarked for general corporate purposes.

Net Proceeds

The details of the proceeds from the Fresh Issue are summarized in the following table:

Particulars Estimated amount (in `

million)
Gross proceeds(1) 1,500
(Less) Fresh Issue expenses (only those apportioned to our Company)(1) [●]
Net Proceeds of the Fresh Issue [●]
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Requirement of Funds and Utilisation of Net Proceeds

The Net Proceeds are proposed to be utilised in accordance with the details provided in the following table:

Particulars Amount (in ` million)

Repayment/ pre-payment, in full or part, of certain borrowings availed by our Company 862.77
Purchase of equipments 267.77
General corporate purposes(1) [●]
Total [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Proposed Schedule of Implementation and Utilisation of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of implementation
and deployment of funds set forth in the table below. Further, as on the date of the Draft Red Herring Prospectus, our Company
has not deployed any funds towards Objects of the Offer.

(in ` million)
Particulars Estimated Total Estimated Cost Estimated schedule of deployment of Net
Utilisation from Proceeds in
Net Proceeds(1) Fiscal 2019 Fiscal 2020
Repayment/pre-payment, in full or 862.77 862.77 862.77 -
part, of certain borrowings availed by
our Company
Purchase of equipments 267.77 267.77 103.25 164.52

81
 Particulars Estimated Total Estimated Cost Estimated schedule of deployment of Net
Utilisation from Proceeds in
Net Proceeds(1) Fiscal 2019 Fiscal 2020
General corporate purposes(1) [●] [●] [●] [●]
Total [●] [●] [●] [●]
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC

In the event of the estimated utilisation of the Net Proceeds in a scheduled Fiscal being not undertaken in its entirety, the remaining
Net Proceeds shall be utilised in subsequent Fiscals, as may be decided by our Company, in accordance with applicable laws.
Further, if the Net Proceeds are not completely utilised for the objects during the respective periods stated above due to factors
such as (i) economic and business conditions; (ii) increased competition; (iii) timely completion of the Offer; (iv) market conditions
outside the control of our Company; and (v) any other commercial considerations, the remaining Net Proceeds shall be utilised (in
part or full) in subsequent periods as may be determined by our Company, in accordance with applicable laws.

The deployment of funds indicated above is based on management estimates, current circumstances of our business and prevailing
market conditions. The deployment of funds described herein has not been appraised by any bank or financial institution. We may
have to revise our funding requirements and deployment from time to time on account of various factors, such as financial and
market conditions, competition, business and strategy and interest/exchange rate fluctuations and other external factors, which
may not be within the control of our management. This may entail rescheduling the proposed utilisation of the Net Proceeds and
changing the allocation of funds from its planned allocation at the discretion of our management, subject to compliance with
applicable law. For further details, see “Risk Factors” on page 28.

Subject to applicable laws, in the event of any increase in the actual utilisation of funds earmarked for the purposes set forth above,
such additional funds for a particular activity will be met by way of means available to us, including from internal accruals and
any additional equity and/or debt arrangements from existing and future lenders. We believe that such alternate arrangements
would be available to fund any such shortfalls. Further, if the actual utilisation towards any of the stated objects is lower than the
proposed deployment, the balance remaining may be utilised towards future growth opportunities, and/or towards funding any of
the other existing objects (if required), and/or general corporate purposes, subject to applicable laws.

Means of finance

The fund requirements set out for the aforesaid objects of the Offer are proposed to be met entirely from the Net Proceeds.
Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance through verifiable means
towards at least 75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue as required under the
SEBI ICDR Regulations.

Details of the Objects of the Offer

1. Repayment/ pre-payment of certain borrowings, in full or part, availed by our Company

Our Company has entered into various financial arrangements with banks, financial institutions and other entities. The loan
facilities entered into by our Company includes borrowing in the form of term loans and working capital facilities. For
further details, see “Financial Indebtedness” on page 319. As on June 30, 2018 the amount outstanding under the loan
facilities availed by our Company was `909.02 million. Our Company proposes to utilise an estimated amount of `862.77
million from the Net Proceeds towards full or partial repayment or pre-payment of certain borrowings availed by our
Company.

We believe that such repayment/ pre-payment will help reduce our outstanding indebtedness, debt servicing costs and
enable utilisation of our accruals for further investment in our business growth and expansion. Additionally, we believe
that the leverage capacity of our Company will improve our ability to raise further resources in the future to fund our
potential business development opportunities and plans to grow and expand our business.

The following table provides details of the borrowings availed by our Company, which are currently proposed to be fully
or partially repaid or pre-paid from the Net Proceeds:

Sr. No. Name of Nature of Purpose for Amount Amount Repayment Pre-
the Borrowing and date which loan Sanctioned(1) Outstanding Date / paymen
Lender of the Sanction availed(1) as at June 30, Schedule t
Letter/Document 2018(1) penalty

(in ` million)
1. HDFC Term loan availed Capital 340.00 243.75 16 equal 2%
Bank pursuant to a loan Expenditure quarterly

82
 Sr. No. Name of Nature of Purpose for Amount Amount Repayment Pre-
the Borrowing and date which loan Sanctioned(1) Outstanding Date / paymen
Lender of the Sanction availed(1) as at June 30, Schedule t
Letter/Document 2018(1) penalty

(in ` million)
facility agreement instalments
dated Loan
agreement dated
March 14, 2016 and
sanction letters dated
February 4, 2015 and
February 4, 2016
2. HDFC Term loan availed Capital 150.00 48.13 16 equal 2%
Bank pursuant to a loan Expenditure quarterly
agreement dated instalments
December 31, 2015
sanction letter dated
December 2, 2015
3. Hongkong Working capital Our Company 250.00 163.47 Repayable on Based on
Shanghai facility availed availed this loan demand the
Banking pursuant to an to meet its bank’s
Corporatio agreement for working capital discretio
n working capital loan requirements n
dated June 12, 2017
and sanction letters
dated May 10, 2017
4. Hongkong Working capital Our Company 200.00 0.95 Repayable on Based on
Shanghai facility availed availed this loan demand the
Banking pursuant to an to meet its bank’s
Corporatio agreement for working capital discretio
n working capital loan requirements n
dated March 24, 2016
and sanction letters
dated January 27,
2016, August 23,
2016 and May 10,
2017
5. ICICI Working capital Our Company 225.00 150.00 As agreed 0.25%
Bank facility availed availed this loan upon between
Limited pursuant to a loan to meet its the bank and
agreement dated working capital our Company
February 24, 2012 requirements
sanction letters dated
March 21, 2013, July
21, 2014, September
24, 2015, January 27,
2017 and June 20,
2018
6. Kotak Working capital Our Company 300.00 300.00 Repayable on Nil
Mahindra facility availed availed this loan demand
Bank pursuant to a master to meet its
facility agreement working capital
dated August 12, requirements
2016 sanction letters
dated March 24,
2016, April 20, 2016,
July 1, 2016 and June
12, 2017
7. ICICI Sanction letter dated Our Company 250.00 2.73 Repayable on Nil
Bank July 28, 2016 availed this loan demand
Limited to meet its
working capital
requirements
Total Amount Outstanding as on June 30, 2018 909.02
(1)
As certified by M/s A Ramachandra Rao & Co, Chartered Accountants (Firm Registration Number: 002857S) pursuant to certificate dated August 8, 2018.
Further, M/s A Ramachandra Rao & Co, Chartered Accountants, have confirmed that these borrowings have been utilised for the purposes for which they

83
 were availed, as provided in the relevant borrowing documents. M/s A Ramachandra Rao & Co, Chartered Accountants, have further confirmed that none
of the borrowings that are intended to be repaid out of the Net Proceeds of the Fresh Issue have been utilised for any payments to or repayment/refinancing
of any loans availed from the Promoter Group

Our Company may consider the following factors for identifying the loans that will be repaid or pre-paid out of the Net
Proceeds:

(i) Costs, expenses and charges relating to the facility including interest rates involved;

(ii) Presence of onerous terms and conditions under the facility;

(iii) Ease of operation of the facility;

(iv) Levy of any prepayment penalties and the quantum thereof;

(v) Provisions of any law, rules, regulations governing such borrowings;

(vi) Terms of pre-payment to lenders, if any;

(vii) Mix of credit facilities provided by lenders; and

(viii) Other commercial considerations including, among others, the amount of the loan outstanding and the remaining
tenor of the loan, receipt of consents for prepayment from the banks and terms and conditions of such consents and
waivers.

In the ordinary course of business, due to various operational benefits, our Company may explore possibilities of other
banks participating in existing loans either in full or in part, including the loans mentioned above. Some of our financing
agreements provide for the levy of prepayment penalties. Given the nature of these borrowings and the terms of prepayment,
the aggregate outstanding loan amounts may vary from time to time. Some of these existing loans may be replaced by
new/additional loans but the estimated amounts proposed to be utilized from Net Proceeds for full or partial repayment/pre-
payment shall remain unchanged. In the event that there are any prepayment penalties required to be paid under the terms
of the relevant financing agreements, such prepayment penalties shall be paid by our Company out of our internal accruals.

2. Purchase of equipments

We plan to expand our manufacturing infrastructure by purchasing new equipments for certain of our processing plants.

Our Company estimates to incur capital expenditure for the purchase of such equipment of approximately `267.77 million,
entirely in Fiscal 2019 and Fiscal 2020. The break-down of such estimated costs are set forth below:

(in ` million)
Particulars Total estimated costs and amount to
be funded from the Net Proceeds
Purchase of equipment for milk processing and automation for our Nellore 148.00
processing plant
Purchase of ammonia refrigeration system for our Indragi processing plant 21.06
Purchase of candy line machine, chocolate feeding system and inkjet printer 25.50
for our Hyderabad processing plant
Purchase of aquaclave sterilizer for bottles for our Indragi processing plant 6.13
Purchase of machine for automatic flavoured milk filling, sealing, capping 10.40
and labelling for our Indragi processing plant
Purchase of double head pouch filling machine for packing milk using LDPE 5.20
film for our Indragi processing plant
Purchase of equipment for curd processing and automation for our Indragi 44.00
processing plant
Purchase of tetra pak continuous freezer for our Hyderabad processing plant 3.96
Purchase of fully automatic linear ice cream cup/cone filling machine with 3.53
change part and exit conveyor for our Hyderabad processing plant
Total 267.77

84
A. Equipment for milk processing and automation

Currently our Nellore processing plant is operated manually and we intend to make it automated. The targeted areas
of automation includes milk reception, processing and packing sections. We propose to purchase equipment such as
stainless steel (SS 304) pumps, automatic valves, necessary piping and electricals with programmable logic controller
systems (“PLC”) for our operations. Additionally, we also intend to purchase equipment for the cream processing
section by purchasing tanks and chillers for our cream, pasteurizer, butter milk and lassi sections. Further, we also
propose to provide complete automation and software towards a cleaning system to ensure proper cleaning and
sanitation of the entire processing plant.

B. Ammonia refrigeration system

Ammonia refrigeration system is employed in a dairy processing plant to preserve the freshness of milk and milk
products at various stages of processing and storage by extracting the heat. We propose to augment our refrigeration
capacities at our Indragi processing plant by providing additional refrigeration compressors, ammonia pressure
vessels, air cooling units for milk cold store facility, chilled water storage, piping and insulation and electricals
equipment and accessories.

C. Equipments for candy line chocolate feeding system and inkjet printer

Currently our processing plant at Hyderabad produces ice candies and ice cream bars manually. We intend to
purchase an automated candy line consisting of ice cream dosing device, chocolate feeding system, rotary extractor,
stick dispenser, wrapping machine, refrigeration system, brine tank, electrical control panel with PLC.

D. Aquaclave sterilizer, carriage and trolleys for bottles

An aquaclave sterilizer is used for sterilization of flavoured milk in plastic bottles in place of direct stream heating
in conventional steriliser. It consists of a water recirculation system that is used for heating, cooling and showering
the processed water on the load to be sterilized, temperature sensors, pressure sensors and a PLC system. This
equipment also comes with carriages and trolleys that assist in handling of the bottles.

E. Equipment for for automatic flavoured milk filling, sealing, capping and labelling

These equipments are for filling in flavoured milk in bottles by using six automatic heads filling machine with online
automatic operations. This equipment also performs sealing functions through which the bottles are sealed.
Additionally, this equipment also checks the bottles for leakage where the defective bottles are segregated and the
bottles meeting the prescribed standards are used. The equipment also performs capping, sleeving and labelling
functions.

F. Double head pouch filling machine for packing milk using LDPE film

This equipment is a form, fill and seal packing equipment with LDPE poly film (Low Density Poly Ethylene). This
is used for packing of milk and curd. This equipment has fill quantity options of 200 ml, 500 ml and 1000 ml. The
equipment consists of a double headed filing station which in turn comes equipped with, inter alia, a PLC controller,
a solid state thyristorized heat control system and pneumatic filling system for filing curd/milk.

G. Equipment for curd processing and automation

The equipment, inter alia, consists of an enhanced pasteurizer, auto valve cluster, PLC systems and pumps to be used
for curd processing. This is connected using MCC panels, power cables, control cables and cable trays. Additionally,
it also inter alia consists of control panels, SCADA System and electrical systems for automation of curd processing
at our Indragi processing plant.

H. Tetra pak continuous freezer

A continuous freezer is required exclusively for our stick ice cream line. This consists of a built in refrigeration
system (Freon), a PLC system that performs functions such as starting and stopping any overruns and automatic
defrosting and includes touch panels. Additionally, all parts of this equipment are manufactured from stainless steel
materials.

I. Fully automatic linear ice cream cup/cone filling machine with change part and exit conveyor

85
 Currently, we have one fully automatic linear ice cream cup/cone filling machine which is used for both cup and
cone ice creams. We require another machine to exclusively cater to our cone ice creams. This fully automatic
equipment has cone dispenser, cup dispenser, cup/cone sensor for choco spraying and filling, ice cream filling unit,
nut topping station, lid placer unit and vertical ejector for ejecting the finished products with conveyor belts. We can
pack in this machine 6,000 cups or cones per hour.

The total estimated costs for the above equipment does not include ancillary charges which, inter alia, include GST, loading
and unloading charges, freight charges, installation and commissioning charges and engineering charges which will be
funded from our internal accruals.

For the purposes of purchasing above equipments, we have received quotations from various vendors, which are valid as
on the date of the Draft Red Herring Prospectus. However, we have not entered into any definitive agreements with any of
these vendors and there can be no assurance that the same vendors would be engaged to eventually supply the equipment
or at the same costs. The quantity of equipment to be purchased is based on the estimates of our management.

Our Promoters or Directors have no interest in the proposed procurements, as stated above.

3. General corporate purposes

The Net Proceeds will first be utilized for the objects as set out above. Subject to this, our Company intends to deploy any
balance left out of the Net Proceeds, aggregating to `[●] million, towards general corporate purposes and the business
requirements of our Company and the Subsidiaries, as approved by our management, from time to time, subject to such
utilization for general corporate purposes not exceeding 25% of the Gross Proceeds from the Fresh Issue, in compliance
with the SEBI ICDR Regulations. Such general corporate purposes may include, but are not restricted to, (i) strategic
initiatives; (ii) funding growth opportunities; (iii) strengthening marketing capabilities and brand building exercises; (iv)
meeting ongoing general corporate contingencies; and (v) any other purpose, as may be approved by the Board or a duly
constituted committee thereof, subject to compliance with applicable law, including provisions of the Companies Act.

The allocation or quantum of utilization of funds towards the specific purposes described above will be determined by the
Board, based on our business requirements and other relevant considerations, from time to time. Our management, in
accordance with the policies of the Board, shall have the flexibility in utilising surplus amounts, if any.

Offer related expenses

The total expenses of the Offer are estimated to be approximately `[●] million. The expenses of this Offer include, among others,
listing fees, underwriting fees, selling commission, fees payable to the Book Running Lead Managers, fees payable to legal
counsels, fees payable to the Registrar to the Offer, Escrow Collection Bank to the Offer, processing fee to the SCSBs for
processing ASBA Forms, brokerage and selling commission payable to Registered Brokers, Collecting RTAs and CDPs, printing
and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the
Equity Shares on the Stock Exchanges. Except for listing fees which shall be solely borne by our Company, all Offer expenses
will be shared, upon successful completion of the Offer, between our Company and the Selling Shareholder on a pro-rata basis, in
proportion to the Equity Shares issued and allotted by our Company in the Fresh Issue and the Offered Shares sold by the Selling
Shareholders in the Offer for Sale. However, in the event that the Offer is withdrawn by our Company or not completed for any
reason whatsoever, all the Offer related expenses will be solely borne by our Company. The break up for the estimated Offer
expenses is as follows:

Activity Estimates As a % of total As a % of the

expenses(1) (in ` estimated Offer total Offer
million) expenses(1) size(1)
BRLMs fees and commissions (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
Commission/processing fee for SCSBs and Bankers to the [●] [●] [●]
Offer(2)
Brokerage and selling commission and bidding charges for [●] [●] [●]
Members of the Syndicate, Registered Brokers, RTAs and
CDPs(3)(4)
Registrar to the Offer [●] [●] [●]
Other advisors to the Offer [●] [●] [●]
Others [●] [●] [●]
- listing fees, SEBI filing fees, bookbuilding software fees [●] [●] [●]

86
 Activity Estimates As a % of total As a % of the
expenses(1) (in ` estimated Offer total Offer
million) expenses(1) size(1)
- printing and stationery [●] [●] [●]
- fee payable to legal counsels [●] [●] [●]
- advertising and marketing [●] [●] [●]
- miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
(1) Amounts will be finalised on determination of Offer Price.
(2) Selling commission payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors which are directly
procured by the SCSBs, would be as follows:

Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or
NSE
(3) No processing fees shall be payable by our Company and the Selling Shareholder to the SCSBs on the applications directly procured by
them. Processing fees payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders which are procured
by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking, would be as follows:

Portion for Retail Individual Bidders* `[●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* `[●] per valid application (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
(4) Selling commission on the portion for Retail Individual Bidders, Non-Institutional Bidders which are procured by members of the Syndicate
(including their sub-Syndicate Members), Registered Brokers, RTAs and CDPs would be as follows:

Portion for Retail Individual Bidders [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders [●]%of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form number
/ series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA
application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will
be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.

Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the portion for Retail
Individual Bidders and Non-Institutional Bidders which are procured by them and submitted to SCSB for blocking, would be as follows:
`[●] plus GST, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs.

The selling commission and Bidding Charges payable to Registered Brokers the RTAs and CDPs will be determined on the basis of the
bidding terminal id as captured in the Bid Book of BSE or NSE.

Interim use of Net Proceeds

Pending utilisation for the purposes described above, our Company will deposit the Net Proceeds only with one or more scheduled
commercial banks included in Second Schedule of Reserve Bank of India Act, 1934 as may be approved by our Board or IPO
Committee. In accordance with Section 27 of the Companies Act, our Company confirms that it shall not use the Net Proceeds for
buying, trading or otherwise dealing in the shares of any other listed company or for any investment in the equity markets or
providing inter-corporate deposits to any related parties.

Bridge Financing Facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Red Herring
Prospectus, which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilisation of Funds

Our Company will appoint a monitoring agency prior to the filing of Red Herring Prospectus with the RoC in accordance with
Regulation 16 of SEBI ICDR Regulations.

87
Our Company will disclose the utilisation of the Net Proceeds under a separate head in our balance sheet along with the relevant
details, for all such amounts that have not been utilised. Our Company will indicate investments, if any, of unutilised Net Proceeds
in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of listing and trading approvals from the Stock
Exchanges.

Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit
Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall prepare a statement of funds
utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee and
make other disclosures as may be required until such time as the Net Proceeds remain unutilised. Such disclosure shall be made
only until such time that all the Net Proceeds have been utilised in full. The statement shall be certified by the statutory auditor of
our Company. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to
the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds of
the Fresh Issue from the objects of the Fresh Issue as stated above; and (ii) details of category wise variations in the actual
utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above. This information will also be
published in newspapers simultaneously with the interim or annual financial results and explanation for such variation (if any)
will be included in our Director’s report, after placing the same before the Audit Committee.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the objects of
the Offer without our Company being authorised to do so by the Shareholders by way of a special resolution. In addition, the
notice issued to the Shareholders in relation to the passing of such special resolution (the “General Meeting Notice”) shall specify,
provide Shareholders with the facility to vote by electronic means, the prescribed details as required under the Companies Act and
applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in Telugu,
being the local language of the jurisdiction where the Registered Office is situated in accordance with the Companies Act and
applicable rules. Our Promoters or controlling shareholders will be required to provide an exit opportunity to such Shareholders
who do not agree to the proposal to vary the objects, at such price, and in such manner, in accordance with our AoA and Companies
Act, 2013, as prescribed under the SEBI ICDR Regulations.

Other Confirmations

No part of the Net Proceeds will be paid by us as consideration to our Promoters and Promoter Group, the Directors, Key
Management Personnel, except in the normal course of business and in compliance with applicable law.

Our Company has not entered into and is not planning to enter into any arrangement/agreements with our Promoters, Promoter
Group, Directors and Key Management Personnel in relation to the utilisation of the Net Proceeds. Further, except in the ordinary
course of business, there is no existing or anticipated interest of such individuals and entities in the objects of the Fresh Issue as
set out above.

88
 BASIS FOR OFFER PRICE

The Offer Price will be determined by our Company and the Selling Shareholders in consultation with BRLMs, on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative
and qualitative factors as described below. The face value of the Equity Shares is `10 each and the Offer Price is [●] times the
Floor Price and [●] times the Cap Price. Investors should also refer to “Our Business”, “Risk Factors” and “Financial Statements”
on pages 136, 14 and 184, respectively, to have an informed view before making an investment decision.

Qualitative Factors

We believe the following business strengths allow us to successfully compete in the industry:

 Consumer focused dairy company with a diverse range of products under the “Dodla Dairy” brand;
 Integrated business model with well-defined procurement, processing and distribution capabilities;
 Focused engagement and long term relationship with dairy farmers;
 Stringent quality control procedures;
 Financial Growth and operational efficiencies; and
 Experienced Board and senior management team

For further details, see “Our Business - Competitive Strengths” on page 137.

Quantitative Factors

Some of the information presented below relating to our Company is based on the Restated Financial Information. For details, see
“Financial Statements” on page 184.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

1. Basic and Diluted Earnings Per Share (“EPS”), as adjusted for changes in capital:

Proforma Basic EPS and Diluted EPS taken from the Statement of Accounting Ratios of the Restated Standalone
Financial Statements of our Company:

Fiscal Basic Diluted

EPS (in ` ) Weight EPS (in ` ) Weight
2016 9.21 1 9.21 1
2017 8.28 2 8.28 2
2018 9.14 3 9.14 3
Weighted Average 8.87 8.87

Proforma Basic EPS and Diluted EPS taken from the Statement of Accounting Ratios of the Restated Consolidated
Financial Statements of our Company:

Fiscal Basic Diluted

EPS (in `) Weight EPS (in `) Weight
2016 9.49 1 9.49 1
2017 8.36 2 8.36 2
2018 9.76 3 9.76 3
Weighted Average 9.25 9.25

Note:
1. The EPS calculations have been done in accordance with Ind AS 33 issued by ICAI, read together along with paragraph 7 of the Companies
(Accounts) Rules, 2014. As per Ind AS 33, in case of bonus shares or consolidation of shares, the number of shares outstanding before the event
is adjusted for the proportionate change in the number of equity shares outstanding as if the event has occurred at the beginning of the earliest
period reported.
2. The figures disclosed above are based on the restated summary statements of our Company
3. The above statement should be read with significant accounting policies and notes on restated summary statements as appearing in the “Financial
Statements”on page 193.
4. The face value of each Equity Share is ` 10.
5. The ratios have been computed as below:
a. Basic EPS (in ` ) = Net profit, after tax, as restated for the year/ period, attributable to equity shareholders/ Weighted average number of
equity shares outstanding during the year/ period
b. Diluted EPS (in ` ) = Net profit, after tax, as restated for the year/ period, attributable to equity shareholders/ Weighted average number
of dilutive equity shares outstanding during the year/ period
6. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year, adjusted by the number of
equity shares issued during the year multiplied by the time-weighting factor. The time-weighting factor is the number of days for which the specific

89
 shares are outstanding as a proportion of the total number of days during the fiscal
7. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. [(EPS x Weight) for each fiscal] / [Total of
weights]

2. Price/ Earning (“P/ E”) ratio in relation to Price Band of `[●] to `[●] per Equity Share

Particulars P/E at the lower end of Price P/E at the higher end of Price
band (no. of times) band (no. of times)
Based on basic EPS for the year ended March 31, 2018 on [●] [●]
a standalone basis
Based on basic EPS for the year ended March 31, 2018 on [●] [●]
a consolidated basis
Based on diluted EPS for the year ended March 31, 2018 [●] [●]
on a standalone basis
Based on diluted EPS for the year ended March 31, 2018 [●] [●]
on a consolidated basis

(a) Industry P/ E ratio

Particulars P/ E
Highest 111.2
Lowest 30.7
Average 54.6
Note: The industry high and low has been considered from the industry peer set provided later in this chapter. The industry composite has been
calculated as the arithmetic average P/ E of the industry peer set disclosed in this section.

3. Return on Net Worth (“RoNW”)

As per Restated Standalone Financial Statements of our Company:

Fiscal RoNW (%) Weight

2016 20.96% 1
2017 15.88% 2
2018 14.84% 3
Weighted Average 16.21%

As per Restated Consolidated Financial Statements of our Company:

Fiscal RoNW (%) Weight

2016 21.91% 1
2017 16.38% 2
2018 15.99% 3
Weighted Average 17.11%
Note:
4. RoNW = Net profit after tax, as restated for the year/ period, attributable to equity shareholders/ Net worth (excluding revaluation reserve), as restated,
at the end of the year/ period
* Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. [(EPS x Weight) for each year] / [Total of weights]

5. Minimum Return on Increased Net Worth after Offer needed to maintain Pre-Offer EPS for the year ended March
31, 2018

Particulars At Floor Price At Cap Price

To maintain pre-Offer basic EPS (after adjusting bonus shares)
On Standalone basis [●]% [●]%
On consolidated basis [●]% [●]%

To maintain pre-Offer diluted EPS (after adjusting bonus shares)

On Standalone basis [●]% [●]%
On consolidated basis [●]% [●]%

6. Net Asset Value (“NAV”) per Equity Share

(a) Net asset value per Equity Share as per Restated Standalone Financial Information of our Company as on March
31, 2018 was ₹ 1,046.90.

(b) Net asset value per Equity Share as per Restated Consolidated Financial Information of our Company as on

90
 March 31, 2018 was `1,037.49.

(c) Offer Price: `[●]

(d) After the Offer on a standalone basis

At the Floor Price: `[●]

At the Cap Price: `[●]

(e) After the Offer on a consolidated basis

At the Floor Price: `[●]

At the Cap Price: `[●]

Note:
(1) Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
(2) NAV = Net Asset Value, as restated, at the end of the period/ year/ Number of equity shares outstanding at the end of the year/ period*
* Does not include Equity Shares issued pursuant to bonus issue dated July 13, 2018 by the Company.
(3) Net worth has been computed by aggregating paid up share capital and reserves and surplus (securities premium, general reserve and surplus
in the Statement of Profits and Losses) as per the restated financial information. There is no revaluation reserve or miscellaneous expenditure
(to the extent not written off).
(4) Net worth for ratios mentioned represents sum of paid-up share capital, reserves and surplus (securities premium, capital reserve and surplus
in the Statement of Profits and Losses as per the Restated Financial Information.

7. Comparison with Listed Industry Peers

Name of the Face value P/ E Net Profit EPS Average Return Net Asset Closing
company per equity (in ` (Basic) Net on net Value/ Share Price
share (`) million) (`) worth worth Share (as on
(in ` (%) (`) August 6,
million) 2018)
(`)
Hatsun Agro Products 1 111.2 908 6.0 3,655 24.9% 24.0 662.7
Heritage Foods 5 45.0 627 13.5 6,402 9.8% 138.0 608.2
Parag Milk Foods 10 30.7 871 10.4 7,167 12.1% 85.2 318.2
Prabhat Dairy 10 31.7 473 4.9 7,309 6.5% 74.8 153.7
Source: BSE
Note:
1. Based on consolidated financials for the Fiscal 2018
2. Based on closing market price as on August 6, 2018 available on www.bseindia.com
3. Net Profit includes Profit after taxes and exceptional items
4. P/ E ratio is calculated as closing share price (August 6, 2018, 2018, BSE) / EPS
5. EPS is as per Net Profit / No. of Equity Shares Outstanding
6. Net worth includes average of Equity Share capital and reserves & surplus as on March 31, 2018
7. Return on Net Worth is calculated as Net Profit (as defined above)/ Closing Net Worth (as defined above)
8. NAV per share is calculated as Net Worth/ Equity Shares outstanding (both as on March 31, 2018)

8. The Offer Price will be [●] times of the face value of the Equity Shares

The Offer Price of `[●] has been determined by our Company and the Selling Shareholders in consultation with BRLMs,
on the basis of market demand from investors for Equity Shares through the Book Building Process and is justified in
view of the above qualitative and quantitative parameters.

Investors should read the above mentioned information along with “Our Business”, “Risk Factors” and “Financial
Statements” on pages 136, 14 and 184, respectively, to have a more informed view. The trading price of the Equity Shares
could decline due to the factors mentioned in “Risk Factors” and you may lose all or part of your investments.

91
 STATEMENT OF TAX BENEFITS

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS

To,
The Board of Directors
Dodla Dairy Limited
8-2-293/82/A/270-Q,
Road No 10-C, Jubilee hills,
Hyderabad – 500033
Dear Sirs,

Subject: Statement of possible special tax benefits (the “Statement”) available to Dodla Dairy Limited (the “Company”)
and its shareholders prepared in accordance with the requirement in SCHEDULE VIII - CLAUSE (VII) (L) of Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI
ICDR Regulations”)

This report is issued in accordance with the terms of our engagement letter dated 04 May 2018.

We hereby report that the enclosed Annexure prepared by the Company, states the possible special tax benefits available to the
Company and to its shareholders under the Income-tax Act, 1961 (“the Act”) read with Income-tax Rules, 1962 (together “tax
laws”) presently in force in India as on the signing date. These possible special tax benefits are dependent on the Company or
its shareholders fulfilling the conditions prescribed under the relevant provisions of the tax laws. Hence, the ability of th e
Company or its shareholders to derive these possible special tax benefits is dependent upon their fulfilling such conditions,
which is based on business imperatives the Company may face in the future and accordingly, the Company or its shareholders
may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure only cover the possible special tax benefits available to the Company and its
shareholders, the benefits are not exhaustive and do not cover any general tax benefits available to the Company and to its
shareholders. Further, the preparation of the enclosed Statement and its contents is the responsibility of the management of the
Company. We were informed that, this Statement is only intended to provide general information to the investors and is neithe r
designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and
the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the proposed initial public offering of equity shares of the Company comprising a fresh issue
of equity shares and an offer for sale of equity shares by certain shareholders (the “proposed offer”) particularly in view of the
fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the
possible special tax benefits, which an investor can avail. Neither we are suggesting nor advising the investor to invest money
based on this Statement.
We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes”
(“Guidance Note”) issued by Institute of Chartered Accountants of India (“ICAI”). The Guidance note requires that we comply
with ethical requirements of the Code of Ethics issued by ICAI.
We do not express any opinion or provide any assurance as to whether:

 The Company or its shareholders will continue to obtain these possible special tax benefits in future; or
 The conditions prescribed for availing the possible special tax benefits, where applicable have been/ would be met with.
The contents of the enclosed Statement are based on the information, explanation and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue
authorities/ courts will concur with the views expressed herein. Our views are based on the existing tax laws and its
interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent
to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment except
to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or
intentional misconduct. We will not be liable to any other person in respect of this Statement, except as per applicable law.
We hereby give consent to include this Statement in the Draft Red Herring Prospectus in connection with the Proposed Offer,
and is not to be used, referred to or distributed for any other purpose without our prior written consent.

92
for B S R & Associates LLP
Chartered Accountants
ICAI Firm registration number: 116231W/ W-100024

Vikash Somani
Partner
Membership number: 061272

Place: Hyderabad
Date: 20 July 2018

93
 Annexure to the Statement of Possible Special Tax Benefits available to the Company and its shareholders under the
applicable Tax Laws in India

Outlined below are the possible special tax benefits available to the Company and its shareholders under the direct tax laws in
force in India (i.e. applicable for the financial year 2018-19 relevant to the assessment year 2019-20). These possible special tax
benefits are dependent of the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence,
the ability of the Company or its shareholders to derive the possible special tax benefits is dependent upon fulfilling such
conditions, which are based on business imperatives it faces in the future, it may or may not choose to fulfill.
Under the Income Tax Act, 1961 (“the Act”)

I. Special tax benefits available to the Company

The following special tax benefits are available to the Company after fulfilling conditions as per the respective provisions of
the relevant tax laws:

i. In accordance with and subject to the fulfillment of conditions as laid out in Section 32AD the Act, the Company will be
entitled to claim a deduction of a sum equal to fifteen per cent of the actual cost of assets acquired and installed during
the year if:

- The Company sets up an undertaking or enterprise for manufacture or production of any article or thing, on or after
the 1st day of April, 2015 in any backward area notified by the Central Government in this behalf, in the State of
Andhra Pradesh or in the State of Bihar or in the State of Telangana or in the State of West Bengal; and
- Acquires and installs any new asset for the purposes of the said undertaking or enterprise during the period beginning
on the 1st day of April, 2015 and ending before the 1st day of April, 2020 in the said backward area.

ii. In accordance with and subject to satisfaction of conditions as laid out in Section 32(iia) of the Act, the company will be
entitled for further deduction by way of additional depreciation under Section 32(iia) of the Act @ 20% and 35% (where
the undertaking or enterprise is set up in backward area notified by the Central Government in this behalf, in the State of
Andhra Pradesh or in the State of Bihar or in the State of Telangana or in the State of West Bengal) on new plant and
machinery acquired and installed after 31st March 2015.

iii. In accordance with and subject to fulfillment of conditions as laid out in Section 80IB(11A) of the Act, the Company will
be entitled to claim deduction under Section 80IB(11A) of the Act, with respect to the undertakings deriving profit from
the business of processing, preservation and packaging of dairy products. The amount of deduction available is 100% of
the profits and gains derived from such undertaking, for first five years and 30% of the profits and gains for next five
years, in such a manner that total period of deduction does not exceed ten consecutive years.

iv. In accordance with and subject to fulfillment of conditions as laid out in Section 80JJAA of the Act, be allowed a
deduction of an amount equal to thirty percent of additional employee cost incurred in the course of such business in the
previous year, for three assessment years including the assessment year relevant to the previous year in which such
employment is provided.

v. In accordance with and subject to fulfilment of conditions under Section 35D of the Act, the Company will be entitled to
amortize preliminary expenditure, being expenditure incurred in connection with the issue for public subscription, under
section 35D of the Act, subject to the limit specified in section 35D(3) of the Act. The deduction is allowable for an
amount equal to one-fifth of such expenditure for each of five successive assessment years beginning with the assessment
year in which the business commences or as the case may be, the previous year in which the extension of the undertaking
is completed or the new unit commences production or operation.
II. Special tax benefits available to its shareholders of the Company

There are no special tax benefits available to the shareholders of the Company under the Act.
Note:
1 The above is as per the current tax law as amended by the Finance Act, 2018.
2 The above Statement of possible special tax benefits sets out the provisions of law in a summary manner only and is not a
complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of Equity Shares.
3 The possible special tax benefits are subject to conditions and eligibility criteria which need to be examined for tax
implications.

94
4 This statement does not discuss any tax consequences in the country outside India of an investment in the Equity Shares. The
subscribers of the Equity Shares in the country other than India are urged to consult their own professional advisers regarding
possible income-tax consequences that apply to them.
In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any
benefits available under the applicable double taxation avoidance agreement, if any, between India and the country in
which the non-resident has fiscal dom

95
 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless noted otherwise, the information in this section is obtained or extracted from “Assessment of the Indian dairy industry”
dated August 3, 2018 prepared and issued by CRISIL Limited (the “CRISIL Report”) on our request. Neither we nor any other
person connected with the Offer have independently verified this information. The data may have been re-classified by us for the
purposes of presentation. Industry sources and publications generally state that the information contained therein has been
obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are
not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based on information
as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their
information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely
on their independent examination of, and should not place undue reliance on, or base their investment decision solely on this
information. The recipient should not construe any of the contents in this report as advice relating to business, financial, legal,
taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors
concerning the transaction. Unless noted otherwise, the information in this section is obtained or extracted from CRISIL Report
on our request.

Overview of the Macroeconomic Scenario in India

Review and outlook of India’s GDP growth

GDP to grow at a faster pace over the next five years

Consumption and investment constitute the growth engine of an economy. In recent years, India’s growth has been firing on the
consumption cylinder, and has been muted on the investment front. Gross domestic product (GDP) at constant FY12 prices
expanded at 7.1% compound annual growth rate (CAGR) between FY13 and FY18. It grew at a slower pace between FY12 and
FY14 because of sluggish income growth, persistently rising inflation, and high interest rates. Industrial output, too, weakened.
Post FY14, growth recovered with improving industrial activity, lower crude oil prices, and supportive policies. However, that
was clipped in FY17, owing to demonetisation, dwindling private investment, and slowing global growth.

Real GDP growth in India (new GDP series)

(₹ trillion) (%)
FY18-23 CAGR: 7.9%
200 12.0%
180 FY13-18 CAGR: 7.1%
10.0%
160
8.0% 7.9%
140 7.5%
7.1% 8.0%
120 6.4%
5.5% 7.5%
100 6.0%
6.7%
80
4.0%
60
40
2.0%
20
87 92 98 105 114 122 130 140 190
0 0.0%
FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY19P

FY23P

GDP (constant 2011-12 prices) GDP growth (RHS)

Note: P-Projected

Source: CSO (Central Statistical Organisation), CRISIL Research, IMF

The Goods and Services Tax (GST) rollout in early FY18 left its imprint on GDP figures, especially in the first half. CRISIL
Research expects real GDP growth to rebound to 7.5% in FY19 from 6.7% (as per the Central Statistics Office) in FY18 as the
transitory disruption from GST implementation wanes and a low base provides an added fillip. Growth would continue to be
consumption-driven, with interest rates expected to remain soft, inflation under control, and implementation of the Seventh Pay
Commission hikes at the state level. Investments, fired largely by public sector investment in infrastructure, too, would start
lending growth a helping hand. Growth is also expected to be mildly supported by public spending (with a rural focus) in
infrastructure, especially roads.

96
On the external front, too, synchronised global recovery is expected to gather pace, which should help Indian exports that were
impacted, to some extent, on account of GST-related glitches. However, geopolitical risks and uncertainties surrounding the pace
of normalisation of the monetary policy in advanced nations would limit the contribution of exports to domestic economic growth.

In the medium term, we expect the pace of economic growth to pick up. This is because structural reforms such as GST and the
Bankruptcy Code, aimed at de-clogging the economy and raising the trend rate of growth, would begin to take effect. Assuming
monetary and fiscal policies remain prudent, the reforms would lead to efficiency gains and improve the prospects for sustainable
high growth in the years to come. The improving macroeconomic environment (softer interest rate and stable inflation),
urbanisation, rising middle class, and business-friendly government reforms are expected to drive growth in the long term. As per
the International Monetary Fund (IMF), the Indian economy is projected to grow at 7.9% CAGR over FY18-23. India’s growth
will be higher than many emerging as well as developing economies such as Brazil, Russia, and China.

The per capita GDP for India over the next five years (calendar years 2018-23) is expected to clock 8.9% CAGR compared with
9.7% CAGR during the previous five years (2013-18).

Nominal per capita GDP growth

(₹ '000) (%)
140 12.4% 14.0%
11.5%
120 12.0%
9.4% 9.5%
100 8.5% 10.0%

80 9.2% 8.0%

60 6.0%

40 4.0%

20 2.0%
81 90 98 107 117 127
0 0.0%
2012-13 2013-14 2014-15 2015-16 2016-17 2017-18E

Per capita GDP (Rs '000) Growth (y-o-y)

Source: Second advance estimates of national income 2017-18, CSO, CRISIL Research

India’s GDP growth to outperform Asian and global peers

According to data from the International Monetary Fund (IMF), India is expected to grow at a significantly faster rate than other
emerging and developing economies.

Growth projection of GDP per capita for different countries/country sets (current price basis)

(%)
18.0% 16.7%
13.4%
13.0%
9.5% 9.8% 8.8% 8.8% 8.8% 8.9%
6.7%
8.0% 8.3% 9.3%
7.0% 8.6% 8.1% 7.9% 8.2%
6.5% 7.7% 6.6% 6.1% 6.1% 6.1% 6.3%
3.0% 4.5% 4.8%
4.3% 4.2% 4.2% 4.2%
0.2%
-0.6%
-2.0%
-1.8%

-7.0%
2016

2017

2018

2019

2020

2021

2022

2023

India China Emerging market and developing economies World

Source: IMF; Note: Calculated on US dollars per capita

97
Review of total private final consumption expenditure (PFCE) in India

PFCE (at current prices) in the domestic market increased at 12.0% CAGR from `56 trillion to `99 trillion over FY13-18. In
FY18, consumption was impacted by several factors. For instance, auto demand was affected in the beginning of the fiscal by the
transition to Bharat Stage-IV emission norms. Following this, the implementation of GST and the consequent de-stocking
disrupted the supply chain as well as demand in consumer sectors such as fast moving consumer goods, auto and consumer
durables. Real growth in PFCE slowed during the middle of FY18 despite the pick-up in the farm sector and manufacturing.
Demand from urban India has been stronger than from rural. However, most companies expect rural demand to pick up in 2018.

Total PFCE in India

(₹ tn)
120
FY13-18 CAGR: 12.0%
100

80

60
99
90
40 81
72
65
56
49
20

0
FY12 FY13 FY14 FY15 FY16 FY17 FY18
PFCE (current prices)

Note: FY16 – 2nd revised estimates; FY17 – 1st revised estimates; FY18 – provisional estimates

Source: Ministry of Statistics and Programme Implementation

Review of population growth and urbanisation

Urbanisation likely to cross 35% by 2020

As per Census 2011, India's population was 1.2 billion and comprised nearly 246 million households. Population grew at 1.8%
CAGR from 2001 to 2011. According to the results of ‘The 2017 Revision of the World Population Prospects’ by the United
Nations, India (second to China) and China remain the two most populous countries. The report further projects India’s population
to grow at 1.2% CAGR to 1.5 billion by 2030, to become the world’s most populous country, surpassing China (1.4 billion in
2030).

India’s population growth

1.6 1.5

1.4 1.3
1.2
1.2
Population (billion)

1.0
1.0
0.8
0.8 0.7

0.6 0.5
0.4
0.4

0.2

-
1961 1971 1981 1991 2001 2011 2017 E 2030 P

P: Projected
Note: Figures stated above are in calendar year
1. Source: World Population Prospects: The 2017 Revision, United Nations, CRISIL Research

98
The share of the urban population in relation to the total population has been consistently rising over the years and stood at ~31%
in 2011. People from rural areas move to cities for better job opportunities, education, a better life, etc. The entire family or only
a few people (generally earning member or students) may migrate, while a part of the family continues to hold on to the native
house. A United Nations report, World Urbanization Prospects: The 2011 Revision, expects nearly 37% of the country's population
to live in urban areas by 2025.

Urban population as a percentage of total population

(%)
35-37

31
28
26
23
20
18
17
14
12
11 11
10

1901 1911 1921 1931 1941 1951 1961 1971 1981 1991 2001 2011 2021P

P: Projected

Source: Census 2011, World Urbanisation Prospects: The 2011 Revision (UN), CRISIL Research

One of the highest young population

With a median age of ~28 years, India has the maximum number of young people in the world. For instance, ~90% of Indians will
still be below the age of 60 by 2020 compared with ~92% in 2010. The age group of 0-40 years is estimated to continue to account
for ~70% of the total Indian population by 2025. The working population (age group 15-59 years) in India is expected to increase
to ~63% of the total population by 2020 compared with ~61% in 2010.

India’s demographic dividend

(%)
100%
6.9% 7.8% 9.5%
90%
80% 30.8% 33.7%
70% 37.0%

60%
50% 27.5%
27.6%
40% 26.0%
30%
20%
34.7% 30.9% 27.5%
10%
0%
2000 2010 2020E
0-14 15-29 30-59 60+

Note: Percentages above refer to the share of different age groups in India’s population.

Source: United Nations Department of Economic and Social affairs, CRISIL Research

Dietary pattern of households in India

Dairy spend is more than 1/5th of the total spend on food

99
Consumption of milk and dairy products is a dominant part of Indian consumers’ diet. As per the National Account Statistics 2017
report, dairy products comprise nearly 22% of total spend by households on food and non-alcoholic beverages. Overall, dairy
products accounted for 6.1-6.5% of the total PFCE between FY12 and FY16 (at constant prices).

Various rounds of NSSO’s surveys on expenditure pattern of Indian households have shown that recently, the food consumption
pattern in India has undergone a change in favour of high-value and more nutritious food items such as milk and milk products,
MFE, fruits and vegetables, and away from staple and starch centric cereals. This shift has been accompanied by falling share of
food expenditure in total expenditure as with rise in income levels, the proportion of expenditure on food falls. In absolute terms,
the expenditure on food as well as dairy has been increasing.

% of total PFCE spend on milk & dairy products and food & non-alcoholic beverages

35.0%
30.4% 30.5% 30.5%
29.1%
30.0% 27.7%

25.0%

20.0%

15.0%

10.0% 6.5% 6.5% 6.2% 6.1% 6.1%

5.0%

0.0%
2011-12 2012-13 2013-14 2014-15 2015-16
Milk and Milk products Food and non alcoholic beverages

Source: 72nd NSSO Survey Report, CRISIL Research

Spend on milk and dairy products increased at a CAGR of 14.4% over FY06-16. During FY06-12, the average annual growth of
14.5% in spending on milk and dairy products was accompanied by 11.6% inflation rate, on average, of milk, resulting in ~3%
growth in demand for milk and dairy products during the period. However, the trend has changed significantly since then. During
FY12-16, the average annual growth of 14.0% in spending on milk and dairy products was accompanied by average inflation of
only 6.6% for milk, resulting in 7.4% growth in demand for milk and dairy products during the period – indicating higher growth
in demand in recent years.

Increase in spending on milk and milk products

(₹ trillion) (%)
19%
6.0 18% 20%
17% 17%
16% 18%
5.0 16%
13%
4.0 12% 14%
11% 11%
9% 12%
3.0 10%
8%
2.0 6%
1.0 4%
1.4 1.6 1.8 2.1 2.5 2.9 3.2 3.7 4.2 4.9 5.4 2%
0.0 0%
2005-06

2006-07

2007-08

2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

2014-15

2015-16

Milk and Milk products Growth(y-o-y) (RHS)

Source: National Account Statistics 2013 & 2017, CRISIL Research

100
Overview of the global dairy industry

Global milk output reached ~811 million tonnes in 2017 against ~798 million tonnes in 2016. Global milk production increased
at an estimated CAGR of 1.3% between 2012 and 2017. India, along with the European Union, accounts for approximately 40%
of overall milk production in the world. In 2016, the global milk production declined ~1.1% on-year. Consolidation and relocation
of dairy farms coupled with stricter environmental regulations and quality control in China, low prices and higher costs in
Argentina, and adverse weather conditions in many countries in Europe and Asia-Pacific regions led to the decline in global milk
production in 2016.

Trend in global milk production

(Mn tonnes)
820

810

800

790

780
807 811
770 798
794
760
769
750 760

740
2012 2013 2014 2015 2016 2017
Global Milk production

Source: FAOSTAT, CRISIL Research

India is the largest milk producer in the world

India is the global leader in milk production with annual production of ~165 million tonnes, contributing 20% of milk production
in 2017. Top six milk-producing countries, viz., India, USA, China, Pakistan, Brazil and Germany, together contributed more than
50% of the world’s milk production. India’s share in overall production increased to 20% in 2017 from 14% in 2000.

India has a dominant share in world’s total milk production… … and its milk production grew at a
faster CAGR than other major milk
producing economies

100%
Country/region CAGR 2012-17
90%
India 4.5%
80% 40% 41% 40% 39% 38% 38% EU 1.2%
70% US 1.4%
60% 4% 4%
China -0.5%
4% 4% 4% 4%
6% 5% 5% 5% 5% 5% Russia -0.5%
50%
12% 12% 12% 12%
40%
12% 12% Others 0.2%
30% 21% 21% 20% 20% World 1.3%
20% 20%
20%
10% 17% 18% 18% 19% 20% 20%
0%
2012 2013 2014 2015 2016 2017

India European Union United States China Russia Others

Source: FAOSTAT, CRISIL Research

101
Milk production up owing to rising yields and growing size of milch animals

Milk yield in India increased from 0.53 tonnes/animal/year in 1961 to 1.25 tonnes/animal/year in 2016 at 1.6% CAGR. Milk yield
across the world increased at 0.2% CAGR over the same period. The rise in milk yield has been more prominent since 1991, at
2.9% CAGR. Milk yield in India is slightly higher than the global average.

Rise in milk yield in India

(Tonnes/Animal)
1.40

1.20

1.00

0.80

0.60 1.25
1.06
0.40 0.83
0.54 0.62 0.62
0.53
0.20

0.00
1961 1971 1981 1991 2001 2011 2016
Yield

Source: FAOSTAT, CRISIL Research

Milk yield in India is higher than the global average, but lower than many economies

(Tonnes/Animal)

USA 10.06
Germany 7.68
New Zealand 4.17
Russian Federation 2.32
Brazil 1.39
India 1.25
Pakistan 1.16
World 1.00
China 0.61

0.00 2.00 4.00 6.00 8.00 10.00 12.00

Source: FAOSTAT, CRISIL Research

Note: Comparison of milk yields (tonnes per animal per annum) across world's top milk producers

The number of milch animals in the country increased at a CAGR of 2.2% from 1961 to 2016, resulting in rising milk production
in the country compared with growth across the world.

102
Rising number of milch animals in India

(Million)

140.00

120.00

100.00

80.00

127.87
60.00 121.45
101.37
88.17
40.00

54.90
20.00 38.48 42.01

0.00
1961 1971 1981 1991 2001 2011 2016
Milch Animals

Source: FAOSTAT, CRISIL Research

India’s share in global milk trade is low

Despite being the largest milk producer globally, India does not account for a meaningful share of global milk trade predominantly
owing to high domestic demand. India's share in global milk trade has been traditionally low because of:

 Limited quantity available for exports after accounting for domestic demand.

 Control on trade of high-volume products, such as milk powder, by the government.

 Imports limited to premium varieties of some branded butter and cheese, mainly owing to self-sufficiency in other
products.

Overview of the Indian dairy industry

The overall dairy industry (which includes both organised and unorganised segments) in India broadly consists of processed milk
(liquid/fluid milk) and other dairy products such as curd, ghee, skim milk powder (SMP), cheese, and ice cream. Of these, the
fluid milk segment is the largest (~65%) and is expected to grow consistently. The milk products segment, currently accounting
for ~35% of the industry, has been growing at a much faster pace than the overall dairy industry.

103
 Overall dairy industry in India – FY18

Source: CRISIL Research

The industry involves production, procurement, storage, processing and distribution of dairy products. Milk is processed into fluid
milk, curd, ghee, butter, cheese, yogurt, condensed milk, skim milk powder, ice cream, etc. via various processes such as chilling,
pasteurisation and homogenisation.

The Indian dairy industry worth `5.3 trillion as of FY18 is forecast to grow at 12-13% CAGR over FY18-23

The `5.3 trillion Indian dairy market recorded ~10% growth in FY17, with value-added products (~35% in value terms) growing
the fastest at 13-15%. The fastest-growing product was ice cream at ~20%, followed by cheese (19%) and paneer (15%).

Over FY18-23, growth is expected to be driven by increase in sales volumes and higher realisations. Segments such as ice cream,
cheese, curd and yogurt are expected to witness accelerated growth in volumes compared with the preceding five years. While
higher realisation will be mainly driven by rise in milk prices, a change in product mix in many segments will support growth. For
example, in the curd and yogurt segment, a shift from loose plain curd to packaged plain curd, flavoured curd and flavoured yogurt
will support realisation growth. In the cheese segment, increasing use of mozzarella, pizza cheese, slices and spreads coupled with
growth in the quick service restaurant industry will drive up realisations.

CRISIL Research forecasts the industry to grow at a healthy CAGR of 12-13% over FY18-23 compared with CAGR of ~9% over
FY13-18, driven by volume growth, rising milk prices, change in the product mix and rising share of branded products. Further,
the share of value-added products is expected to touch 39-43% by FY23 with consumers increasingly preferring value-added
products. Rising income levels and changing dietary patterns will likely lead to higher penetration of value-added products in the
Indian dairy industry. The industry is also expected to see a shift to branded products which, in turn, will be attributable to a
marked change in eating preference of the country’s young population, rise in nuclear families, and also in income levels.

104
 Dairy industry to grow robustly over FY18 to FY23
(₹ bn)
12,000

10,000

8,000

6,000
9,544
4,000
5,276 5,859
2,000 3,314
-
FY12-13 FY17-18 FY18-19E FY22-23P
Size of the dairy industry
Source: CRISIL Research

Robust growth expected across dairy products over FY18 to FY23…

(₹ bn)
2,500 FY18-23 CAGR FY18-23 CAGR FY18-23 CAGR FY18-23 CAGR FY18-23 CAGR
~14-15% ~17-18% ~12-13% ~10-11% ~22-24%
2,038
2,000

1,500
FY13-18 CAGR FY13-18 CAGR FY13-18 CAGR FY13-18 CAGR FY13-18 CAGR
~14% ~15% ~11% ~8% ~21%
1,000 813
734

429
500 319 314 267 215
162 188 155
112 106 75
29
-
Ghee Paneer Butter Curd Ice cream
FY12-13 FY17-18 FY22-23P

Source: CRISIL Research

…(continued)

(₹ bn) FY18-23 CAGR FY18-23 CAGR FY18-23 CAGR FY18-23 CAGR FY18-23 CAGR
2,500 ~9-10% ~11-12% ~10-11% ~24-26% ~12-14%

2,000
FY13-18 CAGR FY13-18 CAGR FY13-18 CAGR FY13-18 CAGR FY13-18 CAGR
~9% ~16% ~10% ~21% ~10%
1,500

1,000

500
90 136 104 101 98 111
60 28 59 37 60 13 33 36 59
-
SMP Yoghurt Khoa Cheese Others
FY12-13 FY17-18 FY22-23P

105
 Note: Others include flavoured milk, UHT milk, and buttermilk & lassi
Source: CRISIL Research

Emerging value-added products to drive dairy industry growth

With changing lifestyles and rising income levels, India is witnessing rising consumption of emerging value-added products such
as cheese, yogurt, flavoured milk, and ice cream which are largely underpenetrated categories. Emerging value-added products
currently account for only about 3% of the market in value terms, which indicates a strong growth opportunity. With private
players building their distribution network in rural areas, CRISIL research expects emerging value-added products to grow rapidly
at 15-20% up to FY23.

Product differentiation, expected growth and penetration in FY18

Core products Traditional VADP Emerging VADP

 Liquid milk  Curd & butter milk  Cheese & yogurt
o Packaged milk  Ghee  Flavoured milk
o Raw milk  Butter  Ice-cream
 Milk powder  Paneer
Value share in the industry:
Value share in the industry: Value share in the industry: 4%
67% Segment growth: 15-20%
Source: CRISIL Research

Structure of the Indian dairy industry

The Indian dairy industry is broadly divided into organised and unorganised segments. The organised segment comprises
cooperative, private and producer companies (set up with the help of National Dairy Development Board or NDDB), while the
unorganised segment comprises local vendors and dairy farmers selling within their area of production.

Structure of the domestic milk market

40-45%
55-
58-62% 60%
40-
45%

55-60%
38-42%

Source: Industry estimates, CRISIL Research

Organised segment accounts for 40-45% of the industry; set to grow faster

As of FY18, the unorganised segment dominated the `5.3 trillion Indian dairy industry with 55-60% market share in the retail sale
of dairy products, according to CRISIL Research estimates. Over the next five years, we expect the organised segment to grow at
a much faster pace of 17% annually, while the unorganised segment is expected to grow at 10% CAGR. Consequently, by FY23,
organised players are estimated to account for 48% of the market. Rising consumerism, growing urbanisation and preference for
branded packaged foods will act as key growth drivers for this trend. Additionally, private players are investing capital in order to
increase their processing capacity, which will help wrestle away market share from the unorganised segment.

106
Share of the organised segment to gradually increase at retail level

(₹ trillion)
Overall FY13-18 CAGR: 10% Overall FY18-23 CAGR: 13%
12.0
Org FY13-18 CAGR: 13% Org FY18-23 CAGR: 17%
10.0

8.0
4.6
4.0
6.0 3.3
2.8
2.4
4.0 2.1
1.9
1.4 1.7
1.1 1.3
4.6 5.0
2.0 3.8 4.1
2.9 3.2 3.4
2.2 2.4 2.5 2.7

0.0
2012-13

2013-14

2014-15

2015-16

2016-17

2017-18E

2018-19P

2019-20P

2020-21P

2021-22P

2022-23P
Unorganised Organised

Source: Industry estimates, CRISIL Research

Private players have managed to compete and grow faster than the cooperatives at a CAGR of ~15% over FY13-18. We expect
private players to grow at ~19% CAGR over FY18-23, outpacing growth in the organised dairy industry and, hence, the share of
private players is expected to reach 45-50% in the organised sector.

Share of private players versus cooperatives within the organised segment to reach 45-50% by FY23

(₹ trillion)
Private FY13-18 CAGR: ~15% Private FY18-23 CAGR: ~19%

Co-op FY13-18 CAGR: ~13% Co-op FY18-23 CAGR: ~16%

5.0

4.0
2.2
3.0

2.0
0.9
2.4
1.0 0.5
1.2
0.6
0.0
FY13 FY18E FY23P
Co-operatives Private

Source: Industry estimates, CRISIL Research

Private players compete on the basis of farmer connect and promptness in payments

Historically, cooperatives dominated the milk supply chain in terms of procurement and storage. However, private players are
gradually gaining ground by making requisite investments to strengthen their procurement, storage and distribution network.
Cooperatives compete with private players on the basis of milk procurement prices. However, private players offer prompt and
upfront payment to farmers and often engage with them to enhance yield / production of their cattle. The more progressive private
players are also increasingly opting for direct milk procurement from farmers as opposed to procurement through agents.

107
Value chain of the Indian dairy industry: Organised segment

Note: Market share as of FY18

Source: Ministry of Animal Husbandry, Dairying and Fisheries, National Action Plan for Dairy Development Vision-2022
document of January 2018 by DAHD&F CRISIL Research

Challenges faced by cooperatives

Owing to their not-for-profit operating model, the cooperatives are mandated to procure all the milk produced by farmers at set
prices irrespective of demand. This focus on farmers has helped them establish a strong procurement network. However, at times,
it leads to excess supply which they have to later divert to other products, often resulting in losses. The Karnataka Milk Federation,
which markets dairy products under the ‘Nandini’ brand, is being supported by funding from the Karnataka government. The
Karnataka government allocated `12 billion for 2017-18 to provide incentive of `5 per litre of milk to the milk pourers of Milk
Producers Cooperative Societies (MPCS). Similarly, in September 2017, the Telangana government announced a cash incentive
of `4 per litre of milk for dairy farmers supplying milk to the state dairy federation. Further, the state government announced a
subsidy programme for farmers to encourage buying buffaloes. Under this scheme, the beneficiary will be able to claim 50-75%
subsidy (50% for the general category and 75% for the SC/ST categories) on purchase of buffaloes.

Likewise, in June 2018, to protect the interests of farmers, the Gujarat government announced a support of `50 per kg of SMP to
be exported by Gujarat Cooperative Milk Marketing Federation Ltd (GCMMF) over the next six months for up to 60,000 MT.
This entails a total support of `3 billion to the cooperative to help it clear its huge SMP stock and continue procuring milk from
farmers.

In many states, the cooperatives are weaker than private players owing to high fragmentation. As multiple district unions market
their produce under different brands, the cooperatives cannot achieve scale and, thus, lag behind.

Additionally, most of the capacities in the cooperative sector are functioning with age-old technology and are in dire need of
upgradation and renovation in terms of expanding production and demand. Of the total processing plants, 60% are nearly more
than 30 years old. As per estimates, the capacity utilisation of cooperative processing units at an aggregated level is ~65%, whereas
that of private players is close to 80%.

In the long-term, the ability of state governments to provide capital and financial support to cooperatives could be constrained
because of a change in spending priorities and/or fiscal constraints.

Low shelf life of dairy products results in the domination of regional players

Another key trend in the Indian dairy industry has been the dominance of regional players in most markets. This can be attributed
to:

 High share of liquid milk and demand for low shelf life products

 Low margins and profitability in liquid milk, making it economically unviable to transport over longer distances

108
  Time and effort required to gain trust of farmers and build a strong procurement network

Most players started off operations in their home regions and have gradually expanded into other markets only after establishing
a strong presence at home. While expanding beyond their home region, players have focused more on their long shelf life products
such as butter, cheese and ice creams with rising demand for organised brands. Nonetheless, the local regions continue to account
for a lion’s share of revenue for most players.

Close to 40% of the milk produced is self-consumed

Close to 40% of the milk produced in India is not processed and is consumed either by the households owning the milch animals
(the producer level), or sold to non-producers in the rural area.

For the betterment of producers, the government is making efforts to increase the reach of the organised sector to these producers.
The share of marketable milk is slowly rising thanks to the involvement of the organised segment to reach out to under-penetrated
areas for milk procurement and distribution. Capacity additions close to such areas will make more milk available for the organised
sector in the near term.

Processed/packaged milk gaining prominence in India

With the increase in milk production in India, the processed milk segment (which is almost entirely organised) has grown at a
faster pace, i.e. at a CAGR of ~13% over FY13-18 compared with the unprocessed milk segment which has grown at a CAGR of
~6% over the same period. The processed fluid milk segment consists of cooperatives as well as private players. As per the
Department of Animal Husbandry, Dairying and Fisheries, the total registered processing capacity for the cooperative sector is
~66 million litres per day, whereas for the private sector, it is ~73 million litres per day.

Region-wise installed milk processing capacity

Source: National Action Plan for Dairy Development Vision-2022 document of January 2018 by DAHD&F

The distribution of installed capacities is in line with the milk production. The north and west accounted for bulk of the installed
capacities. However, in the north, private players’ capacities for milk processing far exceeds that of the cooperatives. In south
India, private players are matching the cooperatives in terms of installed capacities for milk processing.

The states are classified into respective regions as per below:

Region States

Uttar Pradesh, Rajasthan, Punjab, Haryana, Jammu & Kashmir, Uttarakhand, Himachal Pradesh,
North
Delhi, Chandigarh

Bihar, West Bengal, Orissa, Jharkhand, Chhattisgarh, Assam, Tripura, Meghalaya, Nagaland,
East
Manipur, Sikkim, Arunachal Pradesh, Mizoram, Andaman & Nicobar Islands

West Madhya Pradesh, Gujarat, Maharashtra, Goa, Dadra & Nagar Haveli, Daman & Diu

109
 South Andhra Pradesh, Tamil Nadu, Karnataka, Telangana, Kerala, Pondicherry, Lakshadweep

Key growth drivers for the Indian dairy industry

The dairy and milk products industry is expected to grow at 12-13% CAGR over FY18 to FY23 based on the following:

Rising urban population and middle class along with rapid nuclearisation

Growth in the dairy industry is expected to be aided by rising consumerism, growing urbanisation and increasing number of nuclear
families, especially in the value-added dairy product (VADP) segment. Rising health consciousness is driving demand for products
such as pro-biotic, fortified milk foods, etc. while urbanisation-related lifestyle changes are pushing demand for packaged milk
products. Similarly, VADPs such as curd, buttermilk, ghee, butter, ice cream and paneer are driven by increasing nuclearisation
of families.

Rising importance of milk as a prominent source of protein for vegetarian population

A vast population of the country is vegetarian. Given that the proportion of vegetarians is increasing in the overall population mix,
it is expected to result in rising demand for milk and dairy products as milk is an important source of protein, particularly for the
vegetarian population. This translates into a huge growth potential for the dairy industry.

Continued government focus towards the dairy sector

Priority sector lending status for the dairy sector since 1999 has played a pivotal role in shaping the sector. Better access to credit,
aided by a need among bankers to diversify portfolio concentration in the priority sector lending space, will continue to benefit
dairy sector stakeholders.

India has also tremendously benefitted from ‘National Dairy Plan’ and ‘Operation Flood’. A CAGR of 4.5% over the past five
years in domestic milk production has proven that government initiatives have been beneficial. Remunerative price of milk from
cooperatives and private dairy players have encouraged several regional farmers to upgrade to better yielding cross-bred cows.
This has not only aided production, but has also been beneficial to farmers, thus encouraging more players to enter.

Permission of 100% foreign direct investment (FDI), setting up of National Genomic Centre for raising high yielding breeds,
efforts to connect farmers to breeders, online market places for selling the produce, and increasing MSP are some government
initiatives. The government is expected to continue to bring about policy reforms to aid growth and safeguard farmer interests,
which will be instrumental in sustained growth of the sector.

Rising preference for packaged milk

Rapid urbanisation, changing demographics (such as increasing number of working women and rising disposable income),
nuclearisation of families, and growing health awareness have led to rising preference for packaged milk. It is also preferred owing
to superior hygiene, ease of storage, consistent quality, and easy availability. Pouches are the most preferred means of packaging,
as these are cost-effective for manufacturers as well as consumers.

Rising share of VADPs

With changing dietary patterns and consumer lifestyle, demand for VADPs such as curd, ghee, cheese, butter, paneer, etc. is
outpacing demand for processed milk. Over the near to medium term, superior growth of VADPs will drive the milk and dairy
industry. Rising consumer purchases of these products, as they move from making it at home to purchasing it off the shelf, has
supported the shift to VADPs.

Product innovation and improving quality across price points

Companies are increasingly innovating and manufacturing products across price points to cater to consumers with varying tastes,
preferences and pockets. This, coupled with enhanced packaging, longer shelf life and better quality of products, should drive
further penetration of processed milk products and, thereby, support long-term growth.

Improvement in supply chain infrastructure

Growth in the dairy industry is also expected to be aided by improvement in cold storage facilities, development of cooperative
infrastructure, setting up of more collection depots and distribution centres, technological advancement in supply chain
management, and overall improvement in public infrastructure and goods transportation.

110
The inherent limitations owing to lower shelf life of dairy products are progressively getting eliminated by organised players,
which will help increase the penetration of processed milk and dairy products in towns and villages, resulting in industry growth
over the next 3-4 years.

Overview of milk production in India

The domestic dairy industry has a healthy mix of cooperatives and private players. Small and marginal farmers benefited from the
National Dairy Plans 1 & 2 and Operation Flood, as attractive prices offered by cooperatives encouraged dairy farmers to shift
from indigenous cows to high-yielding cross-bred cows, thereby increasing their income and milk supply. Setting up of support
infrastructure such as cattle feed plants by cooperatives, training programmes, and government initiatives further boosted milk
production.

In India, production to consumption ratio is nearly 99%, i.e., almost all the milk produced in India is either consumed directly or
in terms of VADP. India exports SMP which accounts for less than 1% of the total Indian dairy industry in terms of value.

Milk production to increase steadily

(million tonnes)
200

160

120

80

40

-
2010-11

2011-12

2012-13

2013-14

2014-15

2015-16

2017-18E
2016-17

Milk production Milk consumption

Source: CRISIL Research

India leads in milk production and is amongst the fastest-growing markets for dairy products since 1999-2000. Further, the country
is one of the largest milk consumers and, hence, not very active in global dairy trade. Global milk output increased at a CAGR of
1.3% over CY12-17 to reach ~811 million tonnes in CY17. Over the same period, milk production in India reached ~165 million
tonnes in FY17, clocking a CAGR of 5.3% over FY12-17. Production is expected to grow at a faster pace of 5-6%, owing to
increasing yield of in-milk cows and buffaloes.

Domestic milk output increased at a CAGR of 5.3% over FY12-17

(mn tonnes)
180
160
140
120
100
80 155.5 165.4
137.7 146.3
127.9 132.4
60
40
20
0
2011-12 2012-13 2013-14 2014-15 2015-16 2016-17
Milk production in India

Source: NDDB, CRISIL Research

111
In 2017, compared with major economies, India produced 1.7x and 4.0x milk produced in the US and China, respectively.

India’s milk output in 2017 is estimated to be 1.7x and 4.0x the output of second and third-largest milk
producing countries

(mn tonnes)
180.0
160.0

166.7
165.6

165.4
163.4

163.0
159.4

157.3
155.7

155.6
140.0 146.5
137.9

120.0
132.6

100.0

97.7
96.4
94.6
93.5
80.0

91.3
91.0
60.0
40.0

42.4
40.2
42.3
42.7
42.0
41.3
20.0
-
India European Union United States China
2012 2013 2014 2015 2016 2017

Source: FAO, CRISIL Research

Cow milk gaining share in milk production

In India, 49% of milk produced in FY16 was obtained from buffaloes as against 47% from cows and ~3% from goats. However,
contribution of cows to milk production has been increasing over the past few years, from 41% in FY07 to 47% in FY16. In terms
of the number of milk animals, 39% of animals are cows followed by 34% buffaloes and 27% goats. Although goats make up a
considerate proportion of total milk animals, they have very low yield and contribute a paltry share in total milk production.

Highest share of cows in milk animals Milk production is dominated by buffaloes

Share of milk animals in 2015-16 Share of milk production in 2015-16

Goat
3%
Goat
27% Buffalo
34%

Buffalo
Cow 49%
47%

Cow
39%

Source: Department of Animal Husbandry , Dairying & Source: Department of Animal Husbandry , Dairying &
Fisheries, Ministry of Agriculture & Farmers' Welfare, Fisheries, Ministry of Agriculture & Farmers' Welfare,
NDDB, CRISIL Research NDDB, CRISIL Research

Increase in the share of cow milk is in line with change in demand preferences. Our interactions with market participants indicate
a growing preference for cow milk on the back of increasing health awareness and changing demographics, especially in urban
areas. Cow milk contains less fat content than buffalo milk and, hence, appeals to health-conscious youth population.

112
 Milk yield across different species

(tonnes per
animal)

2
1.8
1.6
1.4
1.2
1 1.9
0.8 1.7 1.6
0.6 1.3 1.2
1.1
0.4
0.2 0.2
0.1
0
Buffalo Cow Goat Total
2011 2016

Source: FAO, NDDB, CRISIL Research

In the southern states of Tamil Nadu, Karnataka and Kerala, bulk of production takes place through high-yielding, cross-bred
cattle. In Andhra Pradesh and Telangana, predominance of milk production through buffalo milk is observed.

Milk availability in India

Per capita availability of milk in India has grown steadily

India is the largest milk producer globally and milk production is growing at a healthy rate. Per capita availability (PCA) of milk
in India has grown steadily at 4.1% CAGR over FY12-17. As per NDDB data, as of FY17, it is 355 grams per day.

Compared with some other countries, both developing and developed, India’s per capita availability of milk is low. In CY16, the
US’s PCA was 2.3x of India’s even though India produces ~1.7x of the milk produced in the US. This can be attributed to lower
yield of milch animals in India as well as a large population.

Domestic per capita availability of milk has grown at Low per capita availability compared with other major
CAGR of 4.1% over past few years developing and developed countries

(grams/day)
900 Per capita availability of milk - CY2016
800
700
600
500
400 818 820
300 585 562
200 447
355
293
100
80
0
India*
EU

US

Russia

Brazil

China
World
Pakistan

Source: NDDB, CRISIL Research Source: FAO; NDDB, CRISIL Research,

*India’s PCA is as of FY17

Per capita milk consumption higher in developed nations

Per capita consumption (PCC) of dairy products is determined by many factors, including economic (such as income levels)
demographic (such as urbanisation, socio-cultural and religious beliefs), and food habits. Milk and dairy products have high
income elasticity of demand (a small change in income leads to increased spending on dairy products), especially at low income
levels.

113
PCC of milk varies significantly between developed and developing nations, exceeding 200 litres/person/year in developed nations
and falling to as low as 30 litres/person/year in poorer countries in Africa and Asia. The variation is attributed to higher per capita
income and lower income elasticity of demand in developed countries. In India, PCC of milk increased at 4.1% CAGR from FY12
to FY17, and is estimated to grow healthily going forward driven by rising income levels.

Per capita supply, which is often used as a close proxy of PCC, of milk in India was 85 kg/person/per year compared with 90
kg/person/year of global average in 2013. Developed nations such as the US and the EU countries fared better than India on a per
capita supply basis.

(kg/person/year)
Milk Supply quantity - 2013

300

250

200

150
255
100 215
149 164
50 85 90
72
25 29 33 37
0
Japan

Russian Federation
Malaysia

China

Brazil

Europe
Uganda

United States of
World
India
Thailand

America
Source: FAO; CRISIL Research

Product-wise growth outlook for the overall dairy industry

The share of fluid milk (packaged + unprocessed) as a percentage of the overall domestic dairy industry has historically remained
above 60%, but is gradually decreasing. With changing trends in the consumption patterns, CRISIL Research expects VADPs to
grow at a much faster rate than fluid milk and is estimated to have ~43% share in the overall value mix by FY23, thus bringing
the share of fluid milk to ~57%.

Split of overall dairy industry in FY13 Split of overall dairy industry in FY18

1% 2% 2%
3% 1%
3% FY13 FY18
4%
3%
3% Unprocessed milk 4% Unprocessed milk
5% Packaged milk Packaged milk
6%
Ghee Ghee
Paneer 46% Paneer
13%
Butter Butter
53% 15%
Curd Curd
Ice cream Ice cream
SMP SMP
16%
Others Others
19%

Source: CRISIL Research Source: CRISIL Research

Split of overall dairy industry in FY23P

114
 1%
2%
3% 4% FY23P

Unprocessed milk
3%
Packaged milk
8% 37% Ghee
Paneer
Butter
Curd
21% Ice cream
SMP
Others
20%

Source: CRISIL Research

Product-wise margins, market size and growth

(` billion) EBITDA FY13 FY18 FY23P CAGR CAGR

margin FY13-18 FY18-23

Fluid milk 4-6% 2,330 3,425 5,426 ~8% ~10-11%

Unprocessed milk NA 1,779 2,410 3,556 ~6% ~7-9%
Packaged milk NA 551 1015 1870 ~13% ~12-14%
Ghee 20-22% 429 813 2,038 ~14% ~14-15%
Paneer 19-21% 162 319 734 ~15% ~17-18%
Butter 17-19% 112 188 314 ~11% ~12-13%
Curd 19-21% 106 155 267 ~8% ~10-11%
Ice cream 37-39% 29 75 215 ~21% ~22-24%
SMP 6-8% 60 90 136 ~9% ~9-10%
Yogurt 24-26% 28 59 104 ~16% ~11-12%
Khoa 14-16% 37 60 101 ~10% ~10-11%
Cheese 29-31% 13 33 98 ~21% ~24-26%
Flavoured milk NA 19 32 59 ~11% ~13-14%
Buttermilk and lassi 10-12% 5 7 11 ~8% ~10-11%
Source: CRISIL Research

Fluid milk market valued at `3.4 trillion in FY18; 10-11% CAGR seen over FY18-23

Currently, fluid milk accounts for ~65% of the Indian dairy market in value terms and ~85% in volume terms. After continuous
efforts by NDDB, the supply of milk to various stakeholders has reached expected levels. Consumption of fluid milk is expected
to keep up the growth momentum and record 6-7% CAGR in volume until FY20. The market is expected to grow in volume and
value terms as all the players, especially the organised ones, are adding more value to their products and increasing the retail
prices. The key players have increased the retail prices for processed milk at a CAGR of 4-6% in the past three years. The trend is
expected to continue, leading to expansion of the fluid milk category in the industry.

115
 Fluid milk market to expand steadily

(₹ bn)
6,000

5,000

4,000

3,000
5,426
2,000
3,425
1,000 2,330

-
FY12-13 FY17-18E FY22-23E
Fluid milk

Source: CRISIL Research

While demand for fluid milk increased at a 4.6% CAGR between FY13 and FY18, realisations increased at ~6% CAGR.
Consequently, the fluid milk segment recorded ~10% CAGR, reaching an estimated `3.4 trillion in FY18 from `2.3 trillion in
FY13. Realisations are expected to rise at a CAGR of ~5% over FY18-23.

Packaged milk seen recording ~13% CAGR over FY18-23

Packaged milk refers to processed or pasteurised milk and is gaining prominence as the sub-segment is growing at a faster pace
than the entire fluid milk segment. Currently, packaged milk is estimated to account for ~25% of the total industry or 60-65% of
the organised dairy industry in volume terms.

The market for packaged milk is estimated to have grown from `550 billion in FY13 to ~`1 trillion in FY18 at a CAGR of 12-
13%. This is on the back of ~4% realisations growth and 8-9% demand growth, both on an annual basis. We expect the sub-
segment to grow at ~13% CAGR over FY18-23. This segment also offers the shortest cash conversion cycle (owing to the cash
nature of purchase/sales in the entire value chain, perishable nature, and nil inventory) and the highest return on capital employed
(RoCE) owing to steady demand and low capital requirement for processing units that produce packaged milk.

Packaged milk market to grow faster than fluid milk

(₹ billion)
FY13-18 CAGR: 12-13% FY18-23 CAGR: 13%
2000
1800
1600
1400
1200
1000
1870
800
600
1015
400
551
200
0
2012-13 2017-18E 2022-23P
Packaged Milk

Source: CRISIL Research

116
Most packaged milk buyers prefer pouches

Pouches are the most preferred means of packing processed milk, as they are cost effective and have gained popularity in the urban
areas owing to ease of storage. Pouches account for more than 95% of the packaged milk segment, while PET/glass bottles
contribute the remaining.

Indian SMP market shifts from exports to domestic sales; trend to continue

SMP is mostly consumed by the Indian dairy processors to reconstitute it into milk in the low milk producing seasons (mostly
summer). This product had high demand internationally, especially in Europe as there were restrictions on its production and
supply. However, in 2015, those restrictions were lifted and it opened up the market. This led to a spike in production and fall in
international SMP prices, leading to piling up of inventory in India. With excess stock, and sluggish export market, the Indian
dairy processors turned to the domestic market and used SMP to manufacture value-added products in the domestic market from
FY15. In FY18, the inventory levels fell 30%, indicating the companies are maintaining just enough stocks to cater to the domestic
market. Exports were not a viable option anymore.

The international SMP market is expected to remain sluggish over the next few years directing the dairy processors to focus on
value-added products.

SMP segment to grow at a steady pace, albeit on a lower base

Most milk processors convert liquid milk into powder during the peak season to ensure sustained milk supply in the off-season.
During summer, milk production drops by a third owing to low availability of fodder and other seasonal factors. About 12 kg of
milk yields 1 kg of SMP. Processors blend fresh milk with SMP typically in the ratio of 70:30 during summer. SMP has a shelf
life of close to one year.

The domestic market size of SMP was estimated to be `90 billion in 2017-18. Our interactions with industry sources indicate that
the retail sector accounts for only 15-20%, while the balance is consumed by the institutional segment comprising hotels,
restaurants and food suppliers to airlines, and catering industries. For the institutional segment, it is easier to use SMP which has
relatively higher shelf life than fresh milk.

The branded market in this segment holds over 98% share in India. The retail segment has been able to maintain price realisation
as against wholesale, since the latter is mostly export-oriented and export realisations are pegged to international prices. For
example, international prices fell to `170-180 per kg in November 2015 compared with `250-260 per kg in the domestic retail
segment during the same month. However, demand has picked up over the past four years. The SMP segment recorded ~9%
CAGR during the period. Given the steady demand from the institutional category, the SMP segment is expected to grow at a
robust pace of 9-10% in the next 2-3 years.

Steady growth of 9-10% expected in SMP over FY18-23

(₹ bn)
160

140

120

100

80
136
60

40 90
60
20

-
FY12-13 FY17-18 FY22-23P
SMP

Note: Market size includes dairy whiteners and creamers used directly by end consumers, and not those
used by industrial users to manufacture other dairy products.

Source: Industry, CRISIL Research

117
Butter, ghee growth healthy; launch of new variants driving growth in ghee

Ghee is the second largest segment after processed milk in the domestic dairy industry. It has over 15% share of the entire industry.
The ghee market expanded at a robust CAGR of 11%, from an estimated `430 billion in FY13 to `813 billion in FY18. In volume
terms, the segment is estimated to have grown at 4-5% CAGR to 1.5 billion kg during the period. Realisations rose at 5-6% CAGR
largely owing to an increase in milk prices and the pricing power enjoyed by a few large private players. Going forward, the ghee
segment is expected to grow at a rapid pace of 14-15% as entry of a few private players has led to the evolution of the market in
India.

Increased rural outreach by organised players to drive growth

(₹ bn)
2,500

2,000

1,500

1,000 2,038

500
811
430
-
FY12-13 FY17-18 FY22-23P
Ghee

Source: Industry, CRISIL Research

Supply-side drivers for ghee

A. Launch of new variants and branding strategies

B. Industrial users switching from vanaspati to ghee

C. Rapid urbanisation and a steady shift to branded products

Butter: Industrial users to drive sales

Between FY13 and FY18, the domestic retail market for butter is estimated to have grown at 12% CAGR to `112 billion driven
by volumes. In volume terms, it grew at an estimated 4-5% CAGR, while realisation is estimated to have increased 7-8%, driven
by the rise in milk prices. Going forward over FY18-23, the butter volumes are expected to increase 10-11% and realisations 7-
8% as the organised players enjoy better pricing power.

Quick service restaurants or QSR – hotels, restaurants and cafes (HORECA) – which grew at a healthy 25% CAGR until FY18,
are expected to be the key demand drivers for the butter segment. Increasing urbanisation and change in food habits are other
factors that aided butter sales. However, with restaurants increasingly substituting butter with margarine (a spread made from
vegetable fat), demand growth from this segment is expected to be limited. Margarine is preferred by restaurants as it is 35-40%
cheaper. Thus, CRISIL Research expects growth in the segment to remain steady at 12-13% CAGR until FY23. It is unlikely to
grow faster.

118
 Butter segment to grow steadily over the next three years

(₹ bn)
350

300

250

200

150 314

100 188

50 112

-
FY12-13 FY17-18 FY22-23P
Butter

Source: Industry, CRISIL Research

Paneer: Changing lifestyle, high-protein diet to enable growth

Paneer is an Indian variant of processed cheese. It has a sizeable consumer base. Historically, the northern states have been a
stronghold for the segment. However, the trend has been fast changing over the past few years. The southern region is also seeing
robust growth in the paneer segment owing to the increasing cosmopolitanism of the cities, growing tourism, and rising numbers
of hotels/restaurants and cafes. Sales of product have been growing a healthy 15% primarily owing to demand from the food
services industry, which, as per our industry interactions, posted 25% CAGR over FY13-18. The increase in demand for paneer
from households is owing to its rich protein content and easy-to-cook nature. It has also become an essential ingredient for
vegetarians.

Major growth drivers for the paneer segment are:

 Increasing health awareness with inclination towards healthier, low-fat, high-protein diet, especially among the millennial
population.

 Increasing young population with higher preference for packaged foods with paneer such as paneer pizza and paneer
curries.

 Aggressive growth plans of QSR in response to growing demand for vegetarian snacks, take-home packs, and innovative
variants.

In keeping with the industrial and household demand, by FY23 paneer production is seen rising 10% and milk diverted for this
purpose will increase over 30%. Realisations are expected to rise 7%, faster than 4-5% from milk, as the companies find it easier
to pass on the rise in raw materials in this segment. The overall paneer segment is expected to grow at a sharp rate of 17-18% by
FY23.

119
 Paneer segment to grow at a faster pace led by volume growth

(₹ bn)
800

700

600

500

400
734
300

200
319
100 162
-
FY12-13 FY17-18 FY22-23P
Paneer

Source: Industry, CRISIL Research; Note: Market size includes paneer sold at retail level including industrial
consumers

The domestic paneer segment is dominated by unorganised players. CRISIL Research expects this segment to grow at a strong
pace, driven by increasing migration from northern India to various parts of the country, and change in taste and preferences of
consumers in the southern states.

Boost for curd and related products as demand for healthier options rise

Curd, a traditional dairy product, is generally prepared (easy to prepare) and consumed at home. However, a fast-paced lifestyle
has encouraged buying from local dairies and getting regional brands. Although, national brands with a good distribution network
offer a variety of products, the regional brands have a better hold on the market as their curd is perceived to be fresh. Growing
awareness of the health benefits of curd and increase in a variety of products have driven growth in the curd and related products
segment in the past few years. Growth can also be attributed to consumers’ rising income levels and their increased expenditure
on food items that provide basic nutrition.

The curd market grew at a moderate pace of ~8% CAGR between FY13 and FY18 to ~`155 billion. Growth can be attributed to
the increase in realisations of milk over the past few years as well as steady domestic demand, particularly from the southern
region. Around 35-40% of the demand (~`54-62 billion) for curd comes from Andhra Pradesh, Telangana, Karnataka, Tamil Nadu
and Kerala, where it is widely eaten with rice.

The industry is expected to grow at a healthy CAGR of 11-12% to around `267 billion by FY23, driven by increased consumer
preference for healthier packaged curd, growing urbanisation, and rising number of nuclear families. Flavoured curd and yogurt
from organised players are currently available only in key metros owing to lack of reliable cold chain infrastructure in smaller
cities and low shelf life of these products. With improvement in cold chain infrastructure, availability of yogurt and, thus, its
demand are expected to increase.

Ice cream: Improved product mix and varied offerings to drive growth

The ice cream segment, which is positioned on the high end of the VADP matrix, is one of the fastest growing segments in the
industry. Between FY13 and FY18, the segment expanded at ~20% CAGR to ~`75 billion.

The consumption trend of ice cream has changed drastically in India in the past decade. Previously, it was a product reserved only
for summers. However, in recent times, with the evolution of desserts and increase in out-of-home consumption of foods/meals,
ice cream has become an integral part of a full course meal, irrespective of seasons. Steep growth in the ice cream market is driven
by rising demand from urban areas owing to rising population, higher consumer spending owing to increase in per capita income,
higher consumption during the non-summer period, permeation of the mall culture, and diversified offerings by the organised
branded players on a pan-India basis. Improved cold chain management has strengthened demand.

Also, with the improvement of cold storage facilities and drop in frequency of power cuts, the players have been able to improve
their penetration in the urban and semi urban areas. Demand increased robustly in the past 2-3 years despite the players increasing
retail prices owing to rising prices of raw materials such as milk and sugar. This growth can be attributed to the mushrooming of
ice cream parlors and increase in variety.

120
Considering the strong growth trend in ice creams and improvement in the cold chain network, CRISIL Research estimates the
industry to log a five-year CAGR of 22-24% to reach `215 billion by FY23.

Ice cream segment to grow at a brisk pace

(₹ bn)
250

200

150

100 215

50
75
29
-
FY12-13 FY17-18 FY22-23P
Ice cream

Source: Industry estimates, CRISIL Research; Note: The industry size is inclusive of frozen desserts, kulfis, etc.

Assessment of the overall dairy industry in southern India

Southern region continues to account for ~20% of India’s milk production

The southern region of India maintained a share of 20-21% during FY12-17. Over FY07 to FY17, milk production in the southern
region logged a healthy CAGR of 5.0%, close on the heels of the western region which clocked a CAGR of 5.8%. Milk production
is concentrated in 10 states, which together made up ~75% of the total production in FY17.

Southern region maintained ~20% share in milk Four of top 12 milk producing states in FY17 were from
production southern region
(%)
100%
13% 13% 13% 13% 12%
90%
80%
21% 21% 20% 20% 20%
70%
60%
21% 22% 22% 22% 22%
50%
40%
30%
20% 44% 44% 45% 45% 45%

10%
0%
2012-13 2013-14 2014-15 2015-16 2016-17
North West South East

Source: NDDB, CRISIL Research; Refer annexure for states Source: NDDB, CRISIL Research
included in regions

More than 90% of milk production in south India happens in Andhra Pradesh (leads the pack), Karnataka, Tamil Nadu and
Telangana. Amongst these states, production increased the fastest in Karnataka (at 3.8% CAGR over FY12-17).

121
 Andhra Pradesh is the fifth largest milk producer in India and the largest in south India
('000 tonnes)
14,000

12,000

12,773

12,178
10,000 11,203

9,656
8,000

7,556
7,132
6,000

7,005
6,831

6,562
6,121
5,718
5,114

4,000

4,681
4,207
2,000
-

-
2010-11 2012-13 2014-15 2016-17
Telangana Karnataka Tamil Nadu Andhra Pradesh

Source: NDDB, CRISIL Research

*Telangana and Andhra Pradesh are clubbed up to 2013-14

In southern region, per capita availability of milk is highest in Andhra Pradesh

In 2016-17, Andhra Pradesh had the highest per capita availability of milk (522 gm/day) among all the southern states, well above
the national average of 355 gm/day. Cow milk production is dominant in the state, hence availability of milk is almost throughout
the year. Further, increasing use of cross breeds has boosted milk production in Andhra Pradesh compared with other states. Per
capita availability of milk in other key southern states such as Tamil Nadu and Karnataka was slightly below the national average
and in the range of 290-295 gm/day.
Per capita milk availability in southern states (2016-17)

(grams/day)

600

500

400

300
522
200
355
291 294
100 189

0
Kerala Karnataka Tamil Nadu All India Andhra Pradesh
Source: NDDB, CRISIL Research

Southern states account for 17% of overall dairy consumption; significant variation in region-wise consumption pattern

The dairy industry is characterised by significant differences in consumption pattern across states. While liquid milk accounts for
the lion’s share of consumption across the board, the choice of value-added products varies significantly by region. For example,
NSSO data for 2011-12 indicates that the per capita consumption of curd in the southern states is significantly higher than the
national average of `17 per person per year. Similarly, the consumption of paneer is higher in the northern states.

Cumulatively, CRISIL Research estimates Andhra Pradesh (including Telangana), Tamil Nadu, Karnataka and Kerala have a 17%
share in overall consumption of milk and dairy products in India, with Tamil Nadu and Andhra Pradesh having a share of more
than 5% each. Increase in demand in Andhra Pradesh and Tamil Nadu has been higher than the national average of 9.8% over the
past five years.

122
Southern states – demand growth and share

Demand growth in
last 5 years
(CAGR %)
12%
Tamil Nadu, 5% Andhra Pradesh, 6%
All India demand growth
10%

Karnataka, 3%
8%
Kerala, 2%

6%

4%

2%

0%
0% 1% 2% 3% 4% 5% 6% 7%
Demand Share (%)

Source: NSSO reports, industry estimates, CRISIL Research

Expenditure on curd is higher in southern states

(₹/person/year)

40

35

30

25

20
35 35
15 30

10 21
17
5

0
Andhra Pradesh Karnataka Kerala Tamil Nadu All India
Curd consumption

Note: Data pertains to 2012

Source: NSSO reports, industry estimates, CRISIL Research

Dairy demand growth in southern states

(₹ billion)
10.7% CAGR 8.5% CAGR 7.4% CAGR 10.5% CAGR
350

300

250

200
324
150
279
100 195 177 169
50 118
96
67
0
Andhra Pradesh Karnataka Kerala Tamil Nadu

FY13 FY18

Source: NSSO reports, industry estimates; CRISIL Research

123
Strong growth potential in future with rise in incomes

As stated earlier, CRISIL Research forecasts the pace of revenue growth in India’s dairy industry will accelerate and clock 12-
13% CAGR over the next five years. Our analysis of income demographics and interactions with market participants indicate that
growth rates in the southern states will also be as strong as or a tad higher than the pan-India average, given the structural growth
drivers and evolution of the market. Accordingly, we estimate a CAGR of 13-15% over the next five years for the dairy industry
in the southern region.

As indicated by NSSO (2012) data shown in the graph below, monthly expenditure on milk and milk products tends to increase
as households move up the income spectrum. Additionally, expenditure on milk and milk products as a proportion of total food-
related expenditure also increases as income rises. This can be attributed to households spending more on value-added products
apart from liquid milk, as their incomes rise. To benefit from this trend, large dairy players in southern India with strong B2C
presence have been regularly investing in enhancing their milk processing capacity and the portfolio of VADPs.

Spend on dairy products directly correlated to income

(₹/person/year) (%)

5000 18.9% 20.0%

18.1%
17.3% 17.0%
4500 16.4% 18.0%
15.6%
4000 15.0% 16.0%
13.9%
3500 12.4% 14.0%
11.5%
3000 12.0%
9.3%
2500 10.0%

2000 6.9% 8.0%

1500 6.0%

1000 4.0%

500 2.0%
288 493 717 895 1135 1348 1547 1803 2136 2620 3272 4312
0 0.0%
MPCE01

MPCE02

MPCE03

MPCE04

MPCE05

MPCE06

MPCE07

MPCE08

MPCE09

MPCE10

MPCE11

MPCE12

Milk and milk products consumption expenditure on milk to total food expenditure (RHS)

MPCE: Monthly per capita expenditure

Note: Data for all-India pertains to 2012, MPCE01 denotes households in lowest income

group while MPCE12 denotes households in the highest income group.

Source: NSSO reports, industry estimates, CRISIL Research

South Indian dairies enjoy superior cash conversion cycle

The Indian dairy market landscape varies considerably as we move across the country. For example, it is observed that players in
the northern and western regions have a greater focus on the liquid milk and SMP segments as well as ghee, paneer, and butter
amongst VADPs. Players in these regions tend to convert excess milk production into SMP during periods of excess milk
production and vice-versa. In comparison, players in south India have a relatively stronger focus on fluid milk and other fresh
VADPs such as curd. These differences can primarily be attributed to the strong well entrenched presence of cooperatives in the
liquid milk segment in Maharashtra and Gujarat as well as dominance of buffaloes (whose milk yield is higher during winters) in
milk production in the northern states. In addition, there are differences in consumer tastes and preferences, with consumers in the
south preferring curd over paneer.

The variations in product profile and segment focus are also reflected in the financial performance of private dairies with presence
in these regions. Owing to greater focus on short shelf life products (liquid milk and curd) relative to their counterparts in other
regions, we observe that players in the south have a much lower cash conversion cycle (20 days vis-à-vis 92 days for players based
in the north and west). The lower cash conversion cycle reflects lower inventory days (as fresh dairy products cannot be stocked
for long) and receivable days (owing to quicker payments from trade channels and customers).

124
Industry profitability

Muted rise in raw material prices and rising share of VADPs to aid margin expansion

The profitability of dairy players depends primarily on milk prices in a particular region and the extent of value addition. Players
are able to pass on the rise in milk prices to consumers, depending on their brand strength, product portfolio and demand in the
region.

The industry’s operating (EBITDA) margin is projected to improve in the short to medium term as players focus on cold storage
to increase the shelf life of products. EBITDA margins of dairy players are expected to improve in FY19 by 100-150 bps as the
pan India milk procurement prices are expected to remain stable on the back of higher milk production and forecast of normal
monsoon. Milk demand from private players and cooperative players is expected to remain stable, putting a downward pressure
on milk procurement prices.

The portfolios of larger players typically comprise a sizeable share of VADPs. Therefore, they are able to partially pass on any
rise in raw material cost (raw milk) to end consumers. However, the extent of pass-through depends on the nature of competition
in individual segments. The low value-added processed product space such as pasteurised milk, curd, and buttermilk is dominated
by local players, thereby competition is intense in these products. However, organised players dominate the value-added segment
– yogurt, paneer, cheese and ice cream – and, hence, have significant pricing power.

High proportion of VADPs tends to earn better EBITDA margins

25%
Cheese
Ice-cream
20%
Growth outlook

Paneer
15%
Skimmed milk Ghee
powder Butter
Buttermilk Curd
10% Khoa Yogurt &
Milk Shrikhand

5%

0%
0% 5% 10% 15% 20% 25% 30% 35% 40%
Operating margin - EBITDA

Source: Industry, CRISIL Research

The industry's working capital days are, on average, 25-30 days. While fluid milk, curd and buttermilk cannot be stored for more
than 1-2 days, VADPs have a longer working capital cycle and higher short-term working capital requirement. Also, as milk
availability is seasonal but demand is throughout the year, companies convert milk to SMP and freeze it. VAPs such as butter and
cheese have longer shelf lives.

Investments in the dairy sector

The past 3-5 years have witnessed considerable investment in the Indian dairy sector by cooperatives as well as private players.
Further, the industry has seen the entry of foreign investors as well as interest from foreign dairy players. Estimated capital
expenditure of `74 billion was deployed in the past 3-5 years, of which ~`17 billion was in the southern states. The private sector
is estimated to have invested nearly `4 billion in the south during the period.

Significant investments are expected in the coming years as well, owing to rising demand. A major part of these investments is
expected for setting up processing capacities. Investments for strengthening the procurement, distribution and marketing networks
are also expected to rise.

Critical success factors for dairy players

Procurement network to directly source milk from farmers

125
Dairy players procure milk either directly from farmers or through agents. In the case of milk procured through agents, players
have limited control over the quality of milk supplied and also tend to have issues with the consistency in quality of milk. Therefore,
the more progressive players are increasingly opting for direct procurement of milk from farmers.

Companies with a strong network of farmers supplying milk enjoy steady availability of milk and consistency in quality, as they
procure fresh milk. Consistency in milk quality is critical to manufacture VADPs with consistent taste. Strong ties with farmers
also ensures steady prices of milk through all seasons. Moreover, it helps eliminate agent costs.

Given the low average animal holding per farmer (2-3 animals) coupled with low yield, setting up of a robust direct procurement
network essentially involves connecting with a large number of farmers and necessitates proficient management skills and high
discipline. Overcoming the challenges of direct procurement also involves relationship management with farmers, price
negotiation, provision of adequate infrastructure, and proper training and technical support. Large players have invested in
cultivating a network of farmers in their home regions, thereby creating strong entry barriers.

Captive or own farming

Similar to direct procurement, owning farming facilities gives more control to processors. Increased productivity, better quality of
milk as well as stable milk supply are some advantages that own or captive farming offers players. However, additional expertise
in cattle farming and more employees on roll are some factors that the processors need to deal with. This model is prevalent in
developed economies such as the US and the EU. In India, own farming facilities are more popularly used for in-house research
and enhancement activities.

Wide distribution network

Many small dairies have limited distribution network within their region as they lack the transportation and storage facilities for
expansion. However, national players enjoy higher revenue and higher margin owing to large sales volume with a wide distribution
network. Large companies are able to achieve this by setting up warehouses and storage facilities in key consuming regions, and
they also have tie-ups with transportation companies for timely delivery of products.

Proper combination of liquid milk and VADPs in product mix

While processed milk accounts for the largest proportion of revenue for dairy players, EBITDA margin in this segment is
comparatively low. On the other hand, VADPs and a diversified portfolio help mitigate seasonal risks and significantly improve
blended margins. However, as production of VADPs involves higher capex, it can pull down RoCE, especially in the initial few
years. Therefore, it is important for a dairy to maintain the right mix of milk and VADPs to balance growth and profitability.

Higher B2C sales with strong branding

Rising consumption of VADPs is seeing players expand B2C sales as they can easily pass on the rise in material cost in the B2C
channel. To achieve B2C sales, it is important to build a strong distribution network to ensure quick delivery and proper storage
of products as dairy products are highly perishable. Also, extensive investment is required in marketing and branding to achieve
high sales volume. Many dairy players have established a national presence and built a strong brand to ensure sustainable growth
or to command a premium over competition.

Processing infrastructure

Owing to the perishable nature of the product, presence of adequate processing infrastructure such as bulk milk coolers, milk
chilling centres, cold storages, etc. is paramount. The success of dairy players depends on effective utilisation of these facilities,
given the huge fixed cost associated with the facilities, in terms of initial investment as well as during operations.

High quality of products

Milk and dairy products are mainly consumed for health and nutrition. Hence, it is important for companies to provide fresh and
good quality products to maintain reputation and sales. With rising health consciousness, consumers are increasingly becoming
quality conscious and do not hesitate to pay a premium for superior quality of products.

Ability to manage input costs

Ability to efficiently manage rise in cost of inputs, such as power, labour and packaging materials, is critical as the company moves
up the value chain. Packaging cost has a larger share in the overall manufacturing cost of higher VADPs as companies rely on
extensive packaging not only to extend the product's shelf life but also to premiumise the products to fetch better margins.

Challenges for dairy players

126
Players in the milk and dairy products industry face several risks. One of the risks is price uncertainty at both ends of the value
chain as well as the low shelf life of the core product. Another challenge for private processors is competition from state
cooperatives. To mitigate these challenges, strong inter-linkages among the existing stakeholders, an evolving strategy, a lean
business model to quickly adapt to situations, and use of technology have become essential.

Players operating in the dairy and milk products industry in India face the following risks:

Volatility in milk prices

Adverse environmental conditions such as weak monsoons usually push up prices of major crops that are used as fodder and feed
for cattle. This affects productivity of milch animals, leading to a sharp rise in milk prices. Although cattle-related diseases have
not been a major issue in India so far, the dairy and milk products industry remains exposed to this risk (more visible in global
markets). Corporates can help mitigate this risk by providing knowledge and training to dairy farmers about proper healthcare and
hygiene of milch animals.

Seasonal supply of milk in most parts of India

In 2016, almost half of the milk (~49%) in India was produced by buffaloes which made up ~34% of the milch animals. Buffaloes
typically have higher milk yield during winters than during summers (wherein milk production drops to a third) owing to harsh
weather conditions and low availability of fodder. This results in seasonal supply of milk. Players usually mitigate this risk by
converting milk into SMP during winters and then using the SMP to convert it into milk during summers to maintain milk supply
to their markets.

Sharp rise in MSP of major crops which constitute feed and fodder for cattle

A sharp rise in the MSP of major crops such as jowar, bajra, maize, wheat, paddy and sugarcane results in a proportionate rise in
the prices of feed and fodder for cattle. Farmers pass on these hikes in the form of increase in price for milk. This poses a major
risk for companies, as they might not be able to completely pass on the rise in milk prices to end-consumers. Companies can partly
control raw material cost by backward integrating (tying up with farmers) and provisioning quality fodder.

Perishability of products

As milk is a highly perishable commodity, its storage even for 2-3 days requires adequate chilling infrastructure and cold storage
facilities. The cost associated with this is very high and, thus, becomes a challenge for players in the event of an inventory pile up.
Ability to produce products using superior technology, availability of cold storage facilities across geographies, and use of
packaging materials that can increase shelf life can help companies mitigate such risks.

Dominance of stronger cooperatives limiting pricing power of private players

As cooperatives account for 50-55% share of the organised dairy industry in India and operate with an objective of maximising
farmer remuneration, we understand that their dominance in the industry limits the pricing power of private companies. Few
companies have mitigated this risk by backward integrating and procuring milk directly from farmers in regions where the
cooperatives do not have a large presence. Also, with the rising prominence of private players and affluence of the consumer, the
severity of this risk is gradually decreasing.

Aggression of the cooperatives in the high-margin VADP space might pose a challenge to private players, and result in stiff
competition in some products and markets. Combined with an established brand, the rising presence of cooperatives in VADPs
could shrink margins and lower returns on associated investments.

Supply-side fragmentation limits scale of operation

The supply side of milk and dairy products in India is highly fragmented. In India, ~72% of households have only 1-2 milch
animals each. Also, the per annum yield of milch animals (cow yield is 1.2 tonnes per animal and buffalo yield is 1.7 tonnes per
animal) is much lower than other milk producing nations such as the US, Germany, New Zealand, etc. Fragmentation also prevents
multinationals from entering the Indian market unless they set up a strong, fully integrated procurement system.

Various corporate players have gone in for backward integration to ensure uninterrupted supply of consistent quality milk through
educating farmers, providing veterinary services, quality cattle feed, etc. Thus, we believe that fully integrated players across the
value chain have a strategic procurement advantage and, thus, a competitive edge.

Government policies and their impact on the dairy industry

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The Government of India (GoI) has been instrumental in the dairy sector’s growth, by way of timely policy intervention that has
aided stakeholders in the dairy value chain. The dairy industry enjoys priority sector status and also receives government support
in the form of subsidies and duty exemptions.

The government’s focus has also been on enhancing the welfare of farmers. National Dairy Plans 1 and 2 and Operation Flood
benefitted small and marginal farmers as attractive prices offered by cooperatives encouraged dairy farmers to shift from
indigenous cows to high-yielding cross-bred cows, thereby increasing milk supply and consequently their income. Setting up of
support infrastructure such as cattle feed plants by cooperatives, training programmes, and government initiatives such as breeding
centres and veterinary centres have led to further increase in milk production.

Summary of key government schemes for the dairy industry

Scheme/parameter Brief details

Tax exemption For dairy units started after FY09, 100% tax exemption for the initial five years of operation,
post which 25% (30% in case of a company) for the next five years under Section 80 1B (11A)
of Income Tax Act, 1961. This is not applicable to units formed by splitting up or by way of
reconstruction of business.

Scheme for integrated cold The objective of the scheme is to provide integrated cold chain, preservation and value
chain and value addition addition infrastructure facilities without any break, from the farm gate to the consumer in order
infrastructure to reduce losses of horticulture and non-horticulture agricultural produce. Maximum grant-in
aid allowed is `100 million per project.

Priority lending status The sector has this status since 1999, resulting in low interest rates on borrowings for dairy
projects.

Technology upgradation The government allows subsidy up to 40% of the total cost in general areas and up to 50% in
challenging areas for technology upgradation (subject to a maximum of `10 million).

FDI 100% FDI permitted in dairy products.

Import of equipment 5% customs duty on import of capital goods/machinery, including second-hand equipment.

Dairy Entrepreneurship The Department of Animal Husbandry, Dairying and Fisheries (DAHD&F), GoI launched a
Development Scheme pilot scheme - Venture Capital Scheme for Dairy and Poultry - in FY06 with the main objective
(DEDS) of extending assistance for setting up small dairy farms and other components to bring
structural changes in the dairy sector. In September 2010, a revised scheme - Dairy
Entrepreneurship Development Scheme - was launched with improvements, such as setting up
of modern dairy farms for production of clean milk and generating self-employment
opportunities.

MRTP, FEMA regulations Monopolies and Restrictive Trade Practices Act and Foreign Exchange Management Act have
been eased to encourage investment and expansion by large corporates.

Creation of backward & The scheme was introduced to provide effective and seamless backward and forward
forward linkages integration in the food processing industry. Under the scheme, financial assistance is provided
for setting up primary processing centres/collection centres at farm gate and modern retail
outlets at the front end along with backward connectivity through insulated or refrigerated
transport. A maximum of `50 million or 35% per project (provided only for technical civil
work and eligible plant and machinery) of the eligible project cost for general areas/states and
@ 50% for north-east states, Himalayan states, ITDP areas and islands.

National Mission on Food State governments will set up large-scale food processing units/parks and the Centre will
Processing provide technological and logistical support. The central government also plans to set up nodal
agencies that will test the quality of dairy products and ensure that the food processing units
register with it in order to operate.

National Livestock NLM is an initiative of the Ministry of Agriculture and Farmers Welfare. The mission, which
Mission 2014-15 (NLM) commenced in FY15, has been designed with the objective of sustainable development of the
livestock sector through livestock development, feed and fodder development and skill
development amongst others.

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Source: CRISIL Research

Few key initiatives of state governments in Telangana, Andhra Pradesh, Tamil Nadu and Karnataka

Scheme/parameter Brief details

Telangana

Ksheera Viplavam In September 2017, the Telangana government announced a cash incentive of `4 per litre of milk to
initiative dairy farmers supplying milk to the state dairy federation.

Further, the state government announced a subsidy programme for farmers to encourage buying
buffaloes. Under this scheme, the beneficiary will be able to claim 50-75% subsidy (50% for general
category and 75% for SC/ST categories) on purchase of buffaloes.

Area Development With the main aim of giving a fillip to flow of investment credit and augment farmers’ income, the
Scheme (ADS) National Bank for Agriculture and Rural Development has prepared an ADS for five years, starting
FY19, for all 30 districts in Telangana.

Telangana state food This policy aims to establish a vibrant ecosystem for food processing in the state. Further it aims at
processing and creating jobs, improve the GSDP through the food processing sector, and increase the fixed capital
preservation policy 2017 base of food processing industry by at least `100 billion by 2022.

Andhra Pradesh

AP Food Processing The policy was implemented with an aim to become the most preferred destination for the food
Policy 2015 -2020 processing industry. The policy aims to capitalise on the rich and diverse food production base of
Andhra Pradesh to provide fillip to the sector.

For the dairy industry specifically, the state government will provide capital subsidy of 35% for
setting up of cold chain, up to a maximum of `50 million.

Karnataka

Special livestock Under this programme, the subsidy is being provided to small, marginal farmers and agricultural
development plan labourers for cross-breed cows and buffaloes, rearing of calves, rearing of birds, pigs, sheep and goats.

Dairy development Falling under the NLM scheme, it aims to strengthen infrastructure for quality and clean milk
scheme production, develop dairy programmes for women, and provide incentives to milk producers.

Tamil Nadu

State Fodder The government implemented State Fodder Development Scheme in FY12 to reduce the demand-
Development Scheme supply gap between feed and fodder through enhancement of production and efficient utilisation of
(SFDS) available resources.

Drought mitigation To avoid distress sale of cattle by farmers owing to severe drought situation, `780 million was allotted
measures to Animal Husbandry Department for undertaking drought mitigation measures.

Source: NDDB, MOFPI, NABARD, various state government websites, CRISIL Research

Impact of demonetisation

Prior to demonetisation, the raw material cost (i.e. milk) and labour wages – which together account for ~80% of the overall cost
– were typically paid for in cash. Cash crunch in the short-term post demonetisation led to delay in payments to farmers. This
affected the feed for the livestock, resulting in a slight temporary fall in raw milk production.

The impact was felt more severely by smaller/marginal players than established ones as the latter typically have contractual
procurement. Several large players were already making use of the banking system to pay farmers, and hence, demonetisation had
minimal impact on the operations of such dairy companies. Similarly, cooperatives such Kerala Cooperative Milk Marketing
Federation (KCMMF) and Gujarat Cooperative Milk Marketing Federation (GCMMF) were also able to avert the impact of

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demonetisation owing to some quick measures taken. For KCMMF, since most farmers had bank accounts, which were set up
mainly to collect the state government’s subsidy given directly to the farmers under the Direct Benefit Transfer Scheme, they
could easily shift from paying cash to transferring to the farmer’s accounts.

VADP sales took a hit post demonetisation in both the organised and unorganised segments. Traditional milkmen were not large
affected owing to the monthly nature of payment to them. However, sale of packaged milk took a hit during the initial few days
of demonetisation, with normalcy restored within a short period.

Post demonetisation, numerous dairies have adopted the banking system to pay farmers. This route of payment is expected to
minimise mistakes owing to human intervention, eliminate the cost of middlemen and aid prompt payment to farmers.

Impact of GST on the dairy industry

GST implementation had a marginal to neutral impact on the fluid milk segment. However, depending on the region, some VADPs
such as ghee faced an adverse impact.

Broad overview of the impact of GST on dairy products

Scheme/parameter Overall impact Old rate on final product* GST rate on final product
Overall dairy industry  0-15% 0-12%
Malted milk  VAT: 5% 5%
Butter  VAT: 12.5-15% 12%
Cheese  VAT: 12.5% 12%
Ghee  VAT-5.5-15% 12%
Milk and cream  Nil Nil
Milk food for babies  Nil Nil
Milk powder, UHT milk, skimmed milk, 
VAT: 5% 5%
yogurt
Ice cream  16.5% 18%

*Old rate on final product includes excise, VAT, etc.

Source: CRISIL Research

Fluid milk as well as some VADPs such as buttermilk, lassi and curd, which form 3-4% of the overall industry in value terms
(FY18), are exempted from the GST regime. Ice cream has felt a marginally negative impact. This is because pre-GST, most states
attracted a 2% central excise (without CENVAT credit) and 14.5% VAT, adding up to 16.5%. However, ice cream now falls under
the 18% GST bracket.

Ghee, which is one of the most prominent VADP (~16% value share in the industry in FY18), was adversely impacted in the north
Indian states where 5% VAT was charged pre-GST compared with the current GST of 12%. However, players in south India
received a marginal benefit of 2.5% as previously 14.5% VAT was charged. Therefore, in south, most players have passed on this
benefit to their customers.

Comparison of private players in the dairy industry in southern India

Owing to the perishable nature of milk and limited shelf life of most dairy products, the dairy industry is dominated by regional
players - both cooperatives as well as private. The business model of cooperatives is different from that of private players since
the former operates as a not-for-profit organisation with the primary objective of improving farmers’ income.

Therefore, only private dairy players with a significant presence in southern region are considered for comparison. Further, we
have considered only players having milk processing capacity of more than 10 LLPD as of March 2017. Accordingly, we have
selected five players for comparison: Hatsun Agro Product Ltd, Heritage Foods Ltd, Tirumala Milk Products Pvt Ltd, Dodla Dairy
Ltd and Creamline Dairy Products Ltd (in the order of FY17 revenue).

Comparison on operational parameters

Particulars Hatsun Agro Heritage Foods Tirumala Milk Dodla Dairy Ltd Creamline Dairy
Product Ltd Ltd Products Pvt Ltd Products Ltd

Milk procurement 2.7 mn 1.0 mn NA 1.0 mn 0.6 mn

(LPD) – FY17

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 Particulars Hatsun Agro Heritage Foods Tirumala Milk Dodla Dairy Ltd Creamline Dairy
Product Ltd Ltd Products Pvt Ltd Products Ltd

Milk processing NA 1.5 mn NA  India – 1.2 mn 1.2 mn

capacity (LPD) – FY17
 Uganda – 40,000

Procurement 320,000+ farmers 300,000+ farmers NA 250,000+ farmers NA

reach/network across 13,000 across 8 states across 7000
villages villages

Chilling centres NA 147 bulk coolers, NA 72+ chilling ~119 chilling

mini chilling and centres centres
chilling centres

No of plants 16 15 9 11 9

Brands  Arun Icecreams  Heritage  Tirumala  Dodla  Jersey

 Arokya Milk  Dairy Life  Lactel Sshup  Dairy Top
 Hatsun  Dairy Pure
 Ibaco
 Santosa
 Oyalo
 Aniva

Note: NA - Not available

Source: Company website, annual reports and filings, CRISIL Research

Key observations

Amongst the players for whom data was available, Hatsun Agro Product Ltd was the largest in terms of milk procurement (2.7
million litres per day as of FY17), followed by Heritage Foods Ltd and Dodla Dairy Ltd, both of whom procured around 1 million
litres per day. Although all players market their products, especially products with a long shelf life, in multiple states, their
procurement base is normally limited to regions where they have a strong connect with farmers nurtured over the years. For
example, Dodla Dairy Ltd’s strong areas for milk procurement are Andhra Pradesh, Karnataka, and parts of Tamil Nadu and
Telangana.

In terms of the number of plants, Hatsun Agro Product Ltd has the maximum number of plants (16), followed by Heritage Foods
Ltd (15) and Dodla Dairy Ltd (11). Players generally set up plants close to procurement centres and in areas where they have a
strong market presence on the demand side.

Financial comparison

Particulars (FY17) Hatsun Agro Heritage

Tirumala Milk Dodla Creamline Dairy
Product Ltd Foods Ltd
Products Pvt Dairy Products Ltd
Ltd Ltd
Revenue (` mn) 41,997 26,429 19,462 14,415 10,093
Revenue CAGR FY14-FY17 (%) 19.0% 15.3% 7.2% 19.6% 8.4%*
Contribution from VADPs (%) 35% 23% NA 33%& 21%
Gross margin (%) 27.4% 21.9% 27.0% 21.3% 20.8%
Average gross margin (%) FY14-FY17 26.6% 20.9% 25.9% 20.4% 22.0%#
EBITDA margin (%) 9.0% 5.3% 8.5% 6.2% 5.5%
Average EBITDA margin (%) FY14-FY17 7.9% 5.1% 7.7% 5.4% 5.0%#
PAT (` mn) 1,340 668 1,092 439 260
PAT margin (%) 3.2% 2.5% 5.6% 3.0% 2.6%
*CAGR FY15-FY17; **Average over FY16-FY17; #Average over FY15-FY17, &as per rating rationale dated October 2017;

Note:

1) All figures are calculated based on information available in public domain

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2) For Hatsun Agro Product Ltd, standalone figures are considered since the company does not have a subsidiary

3) For Heritage Foods Ltd, the figures are for the entity before de-merger, i.e. FY17 figures are taken from the annual
report of FY17

4) For Tirumala Milk Products Pvt Ltd and Dodla Dairy Ltd, standalone figures are considered for FY14 and FY15 since
consolidated figures are not available. For FY16 and FY17, consolidated figures are considered

5) For Creamline Dairy Products Ltd, consolidated figures are considered

Key observations

Among the above players, Hatsun Agro Product Ltd is the largest in terms of FY17 revenue. Hatsun Agro Product Ltd and Dodla
Dairy Ltd had a higher proportion of dairy business revenue emanating from value-added products, at 35% and 33% respectively,
in FY17.

Over FY14-17, Dodla Dairy Ltd’s revenue grew at the highest CAGR of 19.6%, followed by Hatsun Agro Product Ltd (19%) and
Heritage Foods Ltd (15.3%).

Overview of the African dairy industry

In Africa, the dairy industry is less developed. Africa contributes nearly 5-6% of world milk production. It has registered mild
growth in the past owing to low level of awareness and training coupled with lack of necessary infrastructure for milk production
and processing. However, the landscape of dairy industry is changing fast in the region as it has been gaining traction from
producers from within as well as around the world owing to attractive opportunities, especially in east and sub-Saharan Africa. In
Uganda, for example, the quantum of milk processed is estimated to have increased to 30% from around 20% in 2014. This
increase is indicative of the opportunity for organised players.

Share of Africa in global milk production

Africa, 6%

Rest of the world,

94%

Source: FAOSTAT 2016

The African dairy industry has a tremendous potential for growth

Milk production in Africa had been stable over 2011-16. At the end of this period, milk production reached ~49 million tonnes.
Despite having nearly 21% of world’s cow and buffalo population (or 26% of cow population), which accounts for majority of the
global milk production, Africa contributes only ~6% of global milk production. Milk production in Africa increased at 3.3%
CAGR from 1990 to 2016.

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During 2017, Africa is estimated to have imported dairy products worth nearly US$4.4 billion from across the world to meet the
local demand. High import of milk and dairy products indicates huge existing demand in the African continent along with a short
supply in the local market.

Milk and dairy products imports in Africa

Source: ITC trade map

High population of milk animals coupled with low production of milk and high dependency on imports are indicators that the
dairy industry in Africa has tremendous potential for growth which can be realised with improvement in milk yields, investments
in processing, and supply chain and logistics infrastructure within African nations.

Milk production in Africa

(million tonne)

49.0

48.8

48.6

48.4

48.9
48.2

48.0

48.1
47.8

47.6
2011 2016

Milk Production

Source: FAOSTAT 2016

Nearly two-third of the total milk production of Africa comes from the eastern region – Kenya, Uganda and Tanzania – with the
highest cattle population. With improving yields as a result of improving breeding and better infrastructure for milk collection,
this region is expected to witness a rise in milk production as well as consumption.

Per capita milk consumption is low in African nations

Kenya has the highest per capita consumption of milk amongst the east African countries, 80-100 litres a year. In other major
producers such as Tanzania and Uganda, PCC falls to 40-45 litres a year. This is way below many of the developed countries in
Europe, Russia and America. Low PCC indicates huge potential for growth in these countries with demographics changes.

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Per capita milk supply in east African nations

(kg/capita/year)
Milk supply quantity
100
90
80
70
60
50 95
40
30
20 37 40
10
9 8 7
0
Ghana Kenya Nigeria Rwanda Uganda United
Republic of
Tanzania

Source: FAOSTAT 2016

Growth drivers of the east African dairy industry

Growth in the east African dairy industry is expected to be driven by the following factors:

1. Abundance of cattle and grazing land – Availability of large grazing lands make feed easily available for the large
animal population in Africa and, thus, makes milk farming easier. Easy access to quality feed, which otherwise is a
large component of input costs for a farmer, at low cost is one of the key factors aiding the growth of the sector.

2. Growing interest of global milk processors – The dairy industry in east Africa is attracting global processors owing to
exhaustion of opportunities in European countries, Russia (owing to restricted entry) and Asian countries (owing to
self-sufficiency). The huge market potential and unavailability of other investment destinations make Africa a good
opportunity for processors across globe.

3. Superior profitability – Owing to weak competition, low cost of production and constrained supply of processed milk,
dairy players’ margins are higher in Africa than in other major markets which is also attracting investments in Africa
by global milk processors.

4. Imports by other African countries – While the dairy sector in eastern and southern Africa is well established, western
and central Africa remain highly dependent on imports for finished dairy products as well as fluid milk. Demand from
western and central African nations makes east Africa a potential market for growth.

Challenges to the African dairy industry

Uneven production patterns have been a growth dampener for the dairy sector in Africa. Plagued by issues such as uneven rainfall,
social security, political instability and various such macro as well micro factors, the continent has been witnessing stagnant
production volumes in the past few years. Some specific challenges faced by the African dairy industry are as follows:

1. Poor infrastructure – Dairy products have a low shelf life and their management requires cold storage and transport
facilities, state-of-the-art collection centres, organised distributor networks, and various quality checks at all stages to
minimise loss. Africa lacks public infrastructure facilities such as modern roadways, and connectivity near farmlands
and from processing capacities to end consumers.

2. Low yields and lack of advanced techniques – Owing to lack of technological advancement and awareness, milk yields
are comparatively low. This is also because of lack of better breeds and cross-breeding techniques in the countries.

3. Disruptions from extreme events and outbreak of diseases owing to poor hygiene – High dependence on rainfall and
the uncertainty that comes along with it, and lack of technology adoption for adequate water distribution are the major
reasons behind stagnant production across eastern Africa. As per FAO, regions in Africa have struggled to increase
their production and have stagnated due to either flood or draught like situation.

Incidence of diseases such as foot and mouth in cattle in some parts of Africa has also dragged down production of milk and, in
turn, other dairy products. Mortality and production losses owing to East Coast fever, lumpy skin, anthrax and similar other issues

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have been prevalent in Kenya, Uganda and Burundi, as per some of the latest studies. Creating a more hygienic environment and
better inventory planning will be major challenges for growth of the industry.

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 OUR BUSINESS

Some of the information in the following discussion, including information with respect to our plans and strategies, contains
forward-looking statements that involve risks and uncertainties. You should read the section “Forward-Looking Statements”
beginning on page 13 for a discussion of the risks and uncertainties related to those statements and also the section “Risk Factors”
beginning on page 14 for a discussion of certain factors that may affect our business, financial condition or results of operations.
Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our Financial
Year ends on March 31 of each year, and references to a particular Financial Year are to the twelve-month period ended March
31 of that year.

You should carefully consider all the information in this Draft Red Herring Prospectus, including this section, “Risk Factors”,
“Industry Overview”, “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” beginning on pages 14, 96, 184 and 300, respectively, before making an investment in the Equity Shares. In this
section, any reference to the “Company” “we”, “us” or “our” refers to Dodla Dairy Limited and our Subsidiaries and Associates
on a consolidated basis, unless otherwise specified. Unless otherwise stated, the financial information of our Company used in
this section has been derived from our Restated Consolidated Financial Information. Unless noted otherwise, some of the
information in this section is obtained or extracted from CRISIL Report on our request.

We are an integrated dairy company based in south India deriving all of our consolidated revenues for Fiscal 2018 from the sale
of milk and dairy based VAPs in the branded consumer market. Amongst private dairy players with a significant presence in the
southern region, we are the third highest in terms of milk procurement (Source: CRISIL Report) with an average procurement of
1.00 million litres of raw milk per day as of May 31, 2018 (“MLPD”) and second highest in terms of market presence amongst
private dairies (Source: CRISIL Report). Our operations in India are primarily across the four South Indian states of Andhra
Pradesh, Telangana, Karnataka and Tamil Nadu. Our international operations are based in Uganda and Kenya. Our Indian and
international operations are undertaken under our brands “Dodla Dairy” and “Dairy Top” respectively. We process and retail milk
(full cream, standardised, toned and double toned) and produce dairy based value added products (“VAPs”) such as curd, ultra-
high temperature processing (“UHT”) milk, ghee, butter, flavoured milk and ice cream amongst others. Our revenues from sale
of milk and dairy based VAPs constituted 68.41% and 31.59% of our consolidated revenues in Fiscal 2018 respectively.

Our integrated business model in India consists of procurement, processing, distribution and marketing operations. Our
procurement operations are spread across the states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka and consist of an
average procurement of 1.00 million MLPD as of May 31, 2018 from approximately 220,789 farmers through 3,212 procurement
agents including third party suppliers across 7,598 villages and through our own Dodla Dairy Collection Centres (“DDCCs”) as
of May 31, 2018. The raw milk collected is then transported to our chilling centres and thereafter to our processing plants. Our
chilling centres are strategically placed in close proximity to our raw milk procurement locations in order to maintain the freshness
of the raw milk. Our total average raw milk procurement increased from 0.62 MLPD in Fiscal 2014 to 1.02 MLPD in Fiscal 2018.
As of May 31, 2018 our procurement operations consisted of 3,717 DDCCs, 3,212 procurement agents and 78 chilling centres.
The number of our DDCCs has consistently increased from 322 to 3,544 from March 31, 2014 to March 31, 2018 respectively.

Our processing operations consist of processing of the raw milk collected into packaged milk and manufacturing of other dairy
based VAPs by 11 processing plants with an aggregate installed capacity of 1.29 MLPD. Our aggregate installed capacity has
increased from 0.57 MLPD in Fiscal 2014 to 1.29 MLPD in Fiscal 2018. Further, we intend to commence operations at our 12th
plant near Rajahmundry, Andhra Pradesh in 2019. Our distribution and marketing operations consist of distribution of our milk
and dairy based VAPs through 14 sales offices, 3,329 distribution agents, 379 milk distributors and 466 milk product distributors
across nine states in India. Additionally, as of May 31, 2018, our milk and dairy based VAPs are also available through 217 “Dodla
Retail Parlors” which commenced operations in 2016 and are spread across the states of Andhra Pradesh, Telangana, Tamil Nadu
and Karnataka. Our processing plants are in close proximity to our milk procurement operations and our target market which
enables us to optimise transportation and raw milk handling costs. For further details on our processing plants, see “Our Business
– Our Facilities” on page 142.

We commenced our African operations in Fiscal 2015 with the acquisition of the operations of Hillside Dairy and Agriculture Ltd.
through our Subsidiary Lakeside Dairy Ltd. For our international operations, we procure raw milk from cooperative societies and
follow a similar integrated business model as our India operations. Packaged milk and dairy based VAPs for retail are produced
from our processing plant in Uganda and are distributed in Uganda and Kenya. Our distribution operations in Uganda are
conducted through our African Subsidiary Lakeside Dairy Ltd. and include distribution of our milk and dairy based VAPs as of
May 31, 2018 through 21 distributors and four distribution agents. Our distribution operations in Kenya are conducted through
our African Subsidiary Dodla Dairy Kenya Limited and include distribution of our milk and dairy based VAPs as of May 31, 2018
through 107 distribution agents and 34 distributors.

We place significant emphasis on quality control across our integrated business model and have obtained several quality control
certifications and registrations for our operations. The raw milk procured by us is tested by electronic milk analysers which tests

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for the fat and solid not fat (SNF) content of the raw milk and undergo further tests during the procurement stage. Our milk and
dairy based VAPs have received certifications from the FSSAI. Some of our processing plants are ISO 22000:2005 certified for
food management system and ISO 50001:2011certified for energy management system. Our Nellore processing plant is export
inspection certified and BIS certified for SMP. Our processing plants situated at Nellore and Hyderabad, for producing ghee, are
AGMARK registered and our plant at Nellore for production of milk powder, holds a BIS certification. Further, our processing
plant in Uganda has obtained various quality certifications including, inter alia, Uganda National Bureau of Standards (“UNBS”)
permits for producing ghee, plain yogurt, strawberry yogurt, UHT milk and vanilla.

Our Company is promoted by Dodla Sesha Reddy and Dodla Sunil Reddy, who each have over 20 years of experience in dairy
industry which have been instrumental in the growth of our Company. Further our CEO, Venkat Krishna Reddy Busireddy, has
over 33 years of experience in the dairy industry. We have also been awarded a number of industry awards including the HMTV
Business Excellence Award, 2017. For further details see “History and Certain Corporate Matters” on page 157. The RISE Fund,
which is a social impact fund of TPG Growth, through TPG Dodla Dairy Holdigs Pte. Ltd. is invested in our Company. APIDC-
Venture Capital and BR CPF (Mauritius) Limited were our shareholders in the past.

Our consolidated revenue from operations increased at a CAGR of 17.24% over Fiscal 2014 to Fiscal 2018 and amounted to
`15,904.75 million in Fiscal 2018, while our consolidated EBITDA and profit after tax increased during the same period at a
CAGR of 28.70% and 21.00% amounted to `1,113.64 million and `543.35 million in Fiscal 2018, respectively. Despite cumulative
capital expenditure of `2,467.11 million over the past 3 years, towards inter alia, commissioning our new plants at Dharmapuri,
Hyderabad and Rajahmundry and establishment of new DDCCs our return on equity and return on capital employed for Fiscal
2018 were at 17.42% and 23.07%, respectively.

Competitive Strengths

Consumer focused dairy company with a diverse range of products under the “Dodla Dairy” brand

We believe we have developed one of the leading brands in the dairy products industry in south India with strong consumer
recognition, particularly in the States of Andhra Pradesh, Karnataka, Tamil Nadu and Telangana. We derived all of our
consolidated revenues in Fiscal 2018 from sale of milk and dairy based VAPs in the branded consumer market. We are the third
largest private milk company in south India in terms of procurement (Source: CRISIL Report) and second highest in terms of
market presence amongst private dairies (Source: CRISIL Report). We offer a diverse portfolio of dairy based VAPs targeted at
various consumer segments and this, we believe, enables us to cater to the changing preferences of our retail customers. We sell
fresh milk, ghee, butter, curd, paneer and gulab jamun, doodh peda and junnu, which is targeted at consumption at home. We sell
UHT milk, flavoured milk, ice-cream and beverages such as buttermilk under our brand, primarily for direct consumption. We
also believe that the strength of our brands helps us in many aspects of our business, including expanding to new markets, entering
into agreements with distributors and retailers and building relationships with our customers, investors and lenders.

Integrated business model with well-defined procurement, processing and distribution capabilities

Our integrated business model enables us to provide end to end capabilities from procurement till distribution and marketing in a
cost efficient manner. The key components of our integrated business model are as follows:

 Procurement - Raw milk is one of the key raw materials for our business. Our procurement operations are spread across the
states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka and consist of procurement of on an average approximately
1.00 MLPD of raw milk from approximately 220,789 farmers across 7,598 villages through 3,717 DDCCs, 3,212 procurement
agents and 78 chilling centres as of May 31, 2018. We procure raw milk either directly from the farmers and through third
party suppliers. We believe that a robust raw milk procurement process is essential for our business to consistently procure
quality raw milk for our operations. We also pay the farmers once every 10 to 15 days, with the money being sent directly to
their bank accounts, which motivates them to engage with us more frequently. Our procurement of raw milk from DDCCs has
increased from 7% in Fiscal 2014 to 49% in Fiscal 2018. For Fiscal 2018, our procurement of raw milk from DDCCs and
procurement agents is 86.45%. As on May 31 2018, we operate more than 250 milk procurement routes. These routes have a
regular procurement plan with timely pick up of raw milk from the DDCC and procurement agents and transportation to the
nearest chilling centres. This enables us to preserve the freshness of the raw milk. The raw milk is thereafter transported to the
nearest processing plant through tankers for onward processing into retail milk packages or manufacture of dairy based VAPs.
The strategic location of our processing plants to our chilling centres and in turn of our chilling centres to our DDCCs and
agents enables us to minimise the transportation and handling costs, without any loss in quality or nutritional value.

 Processing – Our processing operations are spread across 11 processing plants (nine of which are owned and two are leased)
located in the states of Andhra Pradesh, Telangana, Karnataka and Tamil Nadu in India with an aggregate installed capacity of
1.29 MLPD, excluding a SMP plant with an installed capacity of 15,000 kgs per day. We regularly incur capital expenditure
to upgrade technology across our processing plants and expand into new geographies by way of introduction of modern

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 automated plants. We have introduced fully automated processing lines. Our processing infrastructure is designed in a manner
to ensure efficient operations and high product quality standards

 Distribution and marketing – We sell our products under the “Dodla Dairy” brand in India. As of May 31, 2018 we distributed
our milk and dairy based VAPs through 14 sales offices, 3,329 distribution agents, 379 milk distributors and 466 milk product
distributors. As of May 31, 2018, our products are also available through 217 “Dodla Retail Parlors” which are operated on a
franchisee model and spread across the states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka. Our total
advertisement and distribution expenses for Fiscals 2016, 2017 and 2018 were `310.03 million, `424.77 million and `491.91
million respectively. We engage in various marketing and promotional campaigns in order to market our products such as
undertaking, door to door campaigning for our products, bus brandings, local wall paintings, hoardings, signages, direction
boards and kiosk promotions.

Focused engagement and long term relationship with dairy farmers

We believe our farmer friendly policies and continuous engagement with them with welfare programs have strengthened our
relationships with farmers which in turn has strengthened our raw milk procurement process. We offer a variety of initiatives for
the farmers from whom we procure raw milk. In order to ensure transparency, we test the quality and quantity of the raw milk
procured by the farmers with electronic milk analysers. Our DDCCs are equipped with GPRS enabled milk analyzers and weigh
scales which provide a transparent reading of quantity and components, as well as a receipt of the sale which helps farmers show
cash flows and gain access to formal channels of financing. We pay the farmers once every 10 to 15 days with the money being
sent directly to their bank accounts, which motivates them to engage with us more frequently. We also work with regional banks
and facilitate sanctioning of loans to farmers which they utilise to invest in their cattle. We procure cattle feed on behalf of the
farmers and pass on the price benefits of bulk purchase of such cattle feed to the farmers. We have recently tied up with various
veterinarians to provide services to farmers for their cattle. We also organise various training camps with veterinarians for farmers
to educate them about the best ways to prevent common ailments for their cattle. We believe our continuous engagement with
farmers and our knowledge in the dairy industry combined with our welfare programs for the farmers have enabled us to have a
strong procurement network in the regions in which we operate and thus helped us to contain the cost of raw milk and ensure
supply of quality raw milk.

Stringent quality control procedures

We are committed towards quality and food safety of our products. Our determination towards quality and food safety is
demonstrated by well-defined quality and food safety procedures at various stages from procurement to distribution of our
products. We maintain a cold storage chain from the procurement stage till the time the milk and dairy based VAPs reach the
consumer. All quality checks are documented in a quality manual to ensure that we only procure raw milk which meets our
standards for further processing. Our DDCCs are equipped with GPRS enabled electronic milk analysers which test for the fat and
solid not fat (SNF) content of the raw milk. We also conduct tests including for colour and smell which enables us to segregate
poor quality of raw milk at our DDCCs. At our chilling centres we conduct adulteration tests and neutralizer tests. At our processing
plants, the raw milk undergoes, adulteration tests and neutralizer tests to detect contaminants in the raw milk. We have received
several quality certifications in relation to our products and our processing plants including certifications from the FSSAI for our
products; the ISO 22000:2005 certification for our food management system, export inspection certification and BIS certification
for SMP production for our Nellore processing plant, AGMARK registration for our ghee production facilities at Nellore and
Hyderabad.

Financial Growth and operational efficiencies

We have delivered consistent growth over the last five financial years both in terms of financial and operational metrics. Our
consolidated revenue from operations increased at a CAGR of 17.24% between Fiscal 2014 to Fiscal 2018 and amounted to
`15,904.75 million in Fiscal 2018, while our consolidated EBITDA and profit after tax increased during the same period at a
CAGR of 28.70% and 21.00% amounted to `1,113.64 million and `543.35 million as at Fiscal 2018, respectively. Despite
cumulative capital expenditure of `2,467.11 million over the past 3 years, including, inter alia, towards commissioning our new
plants at Dharmapuri, Hyderabad and Rajahmundry our return on equity and return on capital employed were at 17.42% and
23.07% for the Fiscal 2018, respectively. Further, our Receivable days were 0.58 days as on March 31, 2018 with our receivables
amounting to `36.05 million as on March 31, 2018.

Experienced Board and senior management team

We are led by an experienced Board, who have extensive knowledge and understanding of the dairy business and have the expertise
and vision to organically and inorganically scale up our business. Our Board led by our chairman, Dodla Sesha Reddy and
managing director, Dodla Sunil Reddy have led the Company through the period of growth and also have taken initiatives to
improve processes and efficiencies, implementation of enterprise resource planning system in the year 2000 and replication of our

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India business model in Uganda and Kenya which led to our overseas operations turning profitabe. Further, post the investment
by private investors into our Company since 2012, our Company has undertaken a number of initiatives such as, inter alia,
formulating a future growth strategy, further strengthening our corporate governance standards, entry into new line of VAPs,
internal processes and controls including migration to SAP and introducing KPI based formal appraisal systems for the
management.

Our Board is supplemented by our senior and middle-level management team members. We believe that the knowledge and
experience of our senior and middle-level management team in the dairy business provides us with a significant competitive
advantage as we seek to grow our business. Our core managerial team has an average dairy industry experience of more than 20
years and most of them have been associated with our Company since our formative years. For further details of our key managerial
personnel, see “Our Management” on page 174.

Our chairman, Dodla Sesha Reddy has been associated with the dairy industry for the past 20 years. Dodla Sunil Reddy, who is a
Promoter of our Company and the Managing Director, has over 20 years of experience in the dairy industry. Our CEO, Venkat
Krishna Reddy Busireddy, has over 30 years of experience in the dairy industry and leads the management team in all aspects of
our operations and is also a lifetime member of the Indian Diary Association.

Our Strategies

Enhance our brand visibility and expand the reach of our products

We believe that our brands are recognised by our consumers given our presence across the south Indian markets for over 23 years
and robust quality of our processed milk. We have a strong presence in the southern states of Andhra Pradesh, Karnataka, and
parts of Tamil Nadu and Telangana (Source: CRISIL Report) and we have the third largest procurement network amongst private
dairy companies in south India (Source: CRISIL Report) and second highest in terms of market presence amongst private dairies
(Source: CRISIL Report). Further, presence across multiple VAPs such as curd, flavoured milk, ice cream, butter milk, ghee and
butter has also enabled us to strengthen our brand visibility and we plan to leverage upon it to launch new value-added products.
Going forward, we intend to increase our brand visibility by undertaking more advertisement campaigns through various mediums
such as bus brandings and wall paintings. We have in the last fiscal also revamped our milk packaging so as to ensure better brand
visibility. As part of our product outreach program, we intend to actively increase our distribution network and actively engage
with hyper markets, super markets and retailers so that all our products become more accessible to our consumers. We also intend
to increase the number of Dodla Retail Parlors in the states of Andhra Pradesh, Telangana, Karnataka and Tamil Nadu based on
the existing franchise model.

Further strengthen our procurement and processing operations

Our current raw milk procurement operations are primarily dependant on dairy farmers as well as third party suppliers supplying
us raw milk. These third party suppliers typically buy raw milk from other farmers and also charge us a commission on the raw
milk procured by them. This results in increase of cost of our primary raw material, raw milk, and farmers being paid lesser for
their produce by such third party suppliers. We intend to further reduce our reliance on third party suppliers by engaging with
farmers directly. Our total average raw milk procurement through DDCCs increased at a CAGR of 83.03% from an average of
0.045 MLPD in Fiscal 2014 to 0.50 MLPD in Fiscal 2018. Accordingly, procurement of raw milk from DDCCs has increased
from 7% in Fiscal 2014 to 49% in Fiscal 2018. This will enable us to reduce our costs of raw milk and keep our products
competitively priced.

For our processing operations, we are identifying various strategic initiatives to improve our operational efficiencies and reduce
operating costs. For example, we intend to continue (i) our automation as we expand across existing and new geographies; (ii)
adopt more efficient production process to decrease milk reprocessing and reduce our water use; (iii) decrease our electricity
consumption due to refrigeration by refining the current plant and machinery; and (iv) switch from conventional to non-
conventional sources of energy. We are also investing in modern technology and equipment to address changing customer
preferences as well as to improve operational efficiency. We continue to adopt best practices and standards followed in the Indian
dairy industry across our production facilities and draw upon our management’s expertise and experience in dairy plant
management.

Expand our operations domestically and internationally by way of organic and inorganic growth

We intend to continue to grow domestically and internationally by way of organic and inorganic growth in order to increase our
presence and our revenues. For our India operations, we have in the past grown both organically by setting up our own processing
plants and inorganically by either acquiring processing plants or business units from third parties. We have acquired plants,
including, in Fiscal 2016, a processing plant in Dharmapuri, Tamil Nadu which provided us access to the markets in central and
southern Tamil Nadu. In Fiscal 2013, we acquired a 0.01 MLPD plant in Kurnool. We are also in the process of setting up of a

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new 0.20 MLPD processing plant in Rajahmundry, Andhra Pradesh which will provide us access to the markets of coastal Andhra
Pradesh. For our international operations, we entered into the markets of Uganda in Fiscal 2015 with the acquisition of operations
of Hillside Dairy and Agriculture Ltd. by our Subsidiary Lakeside Dairy Ltd. Our entry in the Ugandan market allowed us to
expand our reach to the East African markets. To complement our growth strategies of setting up processing plants and acquiring
processing plants and businesses in markets where we see opportunities, we continuously evaluate further expansion through
acquisitions in new underpenetrated markets in India. We also continue to assess further opportunities in markets abroad.

Increase our revenues from dairy based VAPs

Historically, sales of processed milk have been our primary revenue driver. In order to grow further and also increase margins,
over the last few years we have focused on dairy based VAPs as they generate lower revenues but higher margins. We intend to
supplement our revenues by increasing the sales of our VAPs and strike a balance between processed milk and VAPs to optimise
our product portfolio. While our current product portfolio includes curd, we propose to introduce new variants of yogurt consisting
of fruit flavoured yogurts to expand our product portfolio and reach a wider variety of consumers. We believe that our existing
product portfolio is in line with and is capable of being altered with the changing dairy consumption habits and preferences. We
have in the past five fiscals introduced products such as ice creams, extended shelf life milk and flavoured milk in pet bottles. Key
drivers of our dairy based VAPs are curd, UHT milk, ghee, butter, flavoured milk, paneer, and ice creams for our Indian operations
and liquid milk yogurt, ghee, paneer, cheese and UHT milk for our international operations. While revenues from milk grew at a
CAGR of 14.40% from `6,346.6 million in Fiscal 2014 to `10,870.7 million in Fiscal 2018, our revenues from dairy based VAPs
increased at a CAGR of 23.97% from `2,064.20 million in Fiscal 2014 to `4,875.80 million in Fiscal 2018. Curd was our primary
revenue driver in dairy based VAPs where revenues increased at a CAGR of 35.23% from `906.66 million in Fiscal 2014 to
`3,032.1 million in Fiscal 2018. Our average curd sales volume increased at a CAGR of 30.01% from 0.07 MLPD in Fiscal 2014
to 0.20 MLPD in Fiscal 2018.

Research and Development in dairy farming

We are committed towards implementation of scientific techniques in dairy farming and allied activities. Our research and
development activities are focused towards increased productivity of cattle leading to production of quality and safe milk and milk
products, through our Associate Company GVC. GVC focuses on breeding, nutrition and farm management, with the aim of
leading farmers supplying raw milk towards increased productivity of raw milk.

Our research activities are divided into the following focus areas:

(i) Genetic Research- Investigation into genetic diversity and relationship between HF breed cows and varied India cattle
breed to lead to improvement of dairy herd genetics that affect health, longevity and reproductive traits in cattle used for
raw milk production.
(ii) Breeding Research- We undertake research to reduce the breeding cycle of cows and on related activities including
semen selection for more productive cows.

Our Products

Consumer Products (India)

We offer a wide range of products in both liquid milk and allied VAP categories. Our India product portfolio under the “Dodla
Dairy” brand includes the following

(a) Pasteurized pouch milk

Pasteurization is generally adopted to reduce the risks of disease from microbial growth while preserving the nutrients of
raw milk. The following table provides the features of our pasteurized milk:

Pouched milk Product Specifications

Full cream milk SPecifications
Fat content: (min) 6%; SNF content: (min) 9%; and other features: homogenized,
and pasteurized Specifications
Standardized milk Fat content: 4.5%; SNF content: 8.5%; and other features: homogenized and
pasteurized
Toned milk Fat content: 3%; SNF content: 8.5%; and other features: homogenized and
pasteurized
Double toned milk Fat content: 1.5%; SNF content: 9.0%; and other features: homogenized and
pasteurized

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 Our pasteurized pouch milk is sold in the states of Karnataka, Tamil Nadu, Andhra Pradesh and Telangana.

(b) UHT milk

Compared with our fresh milk products, our UHT milk products have a longer shelf life, are sold in special seven layer
film packaging and do not require cold chain storage. Our UHT milk is sold in the states of Karnataka, Tamil Nadu,
Andhra Pradesh and Telangana.

(c) Sterilized flavored milk

Our sterilized flavored milk products have a shelf life of 120 days from the date of manufacture and are made by blending
pasteurized double toned milk with other ingredients. Our sterilized flavored milk is available in seven flavors - Badam,
Strawberry, Pista, Vanilla, Elaichi, Chocolate and Pineapple. Our sterilized flavored milk is sold in the states of Karnataka,
Tamil Nadu, Andhra Pradesh and Telangana.

(d) Curd (Dahi)

Our curd is made from pasteurized milk with selected strains of lactic acid bacteria and does not contain any preservatives.
Our curd contains proteins, carbohydrates, fats, calcium, phosphorous, magnesium, zinc, iodine and vitamins. Our curd
is packed in (i) cups of 100 gm, 200 gm and 400 gm; (ii) sachets of 100 gms, 180 gm, 200 gm and 500 gm; and (iii)
buckets of 1 kg, 5 kg, 10 kg and 20 kg. Our curd is sold in the states of Karnataka, Tamil Nadu, Andhra Pradesh and
Telangana.

(e) Butter

Butter is produced in three variants - yellow salted butter made from cow milk cream (table butter), yellow cooking butter
made from cow milk cream and white cooking butter made from buffalo milk. Our white cooking butter is sold in boxes
of 500 gms. Our yellow salted butter is sold in boxes of 200 gms and 500 gms and yellow cooking butter in boxes of 500
gms and 20 kgs. Our butter is sold in the states of Andhra Pradesh, Tamil Nadu, Karnataka and Telangana.

(f) Clarified butter (ghee)

Clarified butter (ghee) is produced in three variants - cow ghee, white ghee (buffalo ghee) and premium ghee (full boiled
white ghee). We collect and treat cow and buffalo milk separately and do not mix them during processing. Both cow and
buffalo ghee are sold in jars, pouches, sachet and tin. Our ghee is sold in the states of Karnataka, Tamil Nadu, Andhra
Pradesh, Telangana, Maharashtra, Madhya Pradesh, Gujarat, West Bengal and Rajasthan.

(g) Butter milk

Butter milk is sold in pouches and cups and is sold in the states of Karnataka, Tamil Nadu, Andhra Pradesh and Telangana.

(h) Lassi

Lassi is sold in cups. Our lassi is sold in the states of Tamil Nadu, Andhra Pradesh and Telangana.

(i) Ice creams

Our ice creams are available in 54 stock keeping unit (“SKUs”) and are available in box, bars, cones and cups. Our ice
creams are manufactured using only milk fat. Our ice creams are sold in the states of Telangana and Andhra Pradesh.

(j) Skimmed milk powder

Our skimmed milk powder is manufactured for captive consumption during the lean months for reconstitution and for
making up SNF. Our skimmed milk powder is sold in the states of Karnataka, Andhra Pradesh, Telangana, Madhya Pradesh
and Gujarat.

(k) Paneer

Our paneer is an unaged, acid-set, non-melting cottage cheese made by coagulating the pasteurized milk using citric acid.

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 Our paneer is currently sold in the states of Andhra Pradesh, Tamil Nadu, Telangana and Karnataka.

(l) Milk based sweets:

In addition to the above, we also manufacture milk based sweets such as doodh peda, gulab jamun, basundhi and junnu.
Our milk based sweets are sold in the states of Andhra Pradesh, Tamil Nadu and Telangana.
Consumer Products (Africa)

We offer a wide range of products in both liquid milk and VAP categories. Our Africa product portfolio is marketed under the
“Dairy Top” brand and includes extended shelf life milk, yogurt with different flavours, ghee, paneer, cheese and UHT milk.

Our Facilities

India

We have 11 milk processing plants across the states of Andhra Pradesh, Telangana, Karnataka and Tamil Nadu with a combined
installed milk processing capacity of 1.29 MLPD. We are in the process of setting up a processing plant of capacity 0.2 MLPD
near Rajahmundry, Andhra Pradesh. Our processing plants are strategically located and are in proximity to our target markets.
We also have a SMP plant in Nellore with a capacity of 15,000 kgs and a UHT milk manufacturing facility at Indragi, Karnataka.

We have adopted advanced technologies and processes to ensure operational efficiencies. Our processing plant at Hyderabad
is fully automated and centrally configured with progammable logical controller computer system. Our processing plants at
Palamaner, Andhra Pradesh, Indragi, Karnataka, Dharmapuri, Tamil Nadu and Hyderabad, Telangana are automated.

Most of the motors used in our processing plants have variable frequency drives (VFD) to ensure energy efficiency. We also
recover condensate from process steam and pump the same into the boilers, which increases the overall thermal efficiency of
our processes. We have also installed homogenizers and separators and centralized cleaning in place (CIP) units within our
processing plants. We have also implemented supervisory control and data acquisition (SCADA) automation systems at our
processing plants to enable real-time monitoring of our operations, system modifications, troubleshooting, increasing
equipment life and automatic report generation. We believe that these systems have contributed to significant savings on time
and expenses by eliminating the need for personnel to visit each site for inspection, data collection, data entry or making
adjustments.

Brief details of our processing plants are as follows:

Badvel, Andhra Pradesh

This processing plant commenced its operations in 2007. The processing plant processes milk and manufactures dairy based
VAPs such as curd and butter milk.

This plant caters to the Cuddapah and Ananthapur districts.

Kurnool, Andhra Pradesh

This processing plant was acquired by us in 2013 pursuant to a sale deed dated October 31, 2013. The processing plant processes
milk and manufactures VAPs such as curd and butter milk.

This plant caters to the Kurnool and Old Mahbubnagar districts.

Nellore, Andhra Pradesh

This is our first and parent processing plant which commenced operations in 1997. The processing plant dairy is also equipped
with infrastructure for the manufacture of dairy based VAPs such as curd, butter, ghee, SMP, paneer, sterilized flavoured milk,
lassi, buttermilk, doodh peda, gulab jamun and milk cake. The SMP production facility acts as feeder balancing during lean
season to convert the excess milk produced into SMP for consumption.

The processing plant caters to the liquid milk demand in Chennai, Nellore, Ongole, and Tirupati. The VAPs produced from this
processing plant cater to states such as Andhra Pradesh, Tamil Nadu, Maharashtra, Rajasthan, Madhya Pradesh and West
Bengal.

Palamaner, Andhra Pradesh

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This processing plant commenced its operations in the year 2004 with an initial installed capacity was 0.1 MLPD. The installed
capacity was subsequently increased to 0.38 MLPD in 2018. The processing plant processes milk and manufactures VAPs such
as paneer, butter, curd, buttermilk and doodh peda.

The processing plant caters to the liquid milk demand and supplies dairy based VAPs to Bengaluru and Mysore and other towns
in Tamil Nadu and Andhra Pradesh.

Penumur, Andhra Pradesh

This processing plant commenced its operations in 2001. The processing plant processes milk and manufactures dairy based
VAPs such as curd, butter and butter milk.

This plant caters to the cities of Bengaluru and Chittoor and towns of Tamil Nadu and Andhra Pradesh.

Sattenapalle, Andhra Pradesh

This processing plant commenced its operations in 2007. The processing plant processes milk and manufactures dairy based
VAPs such as curd, butter, butter milk, paneer and doodh peda.

This plant caters to the cities of Vijayawada and Guntur and rural areas of Krishna and Guntur districts.

Tanuku, Andhra Pradesh

This processing plant commenced its operations in 2011. The processing plant processes milk and manufactures dairy based
VAPs such as curd.

This plant caters to the towns of Tanuku, Bhimavaram, Tadepalli Gudem, Palakollu, Kakinada, Rajahmundry, Amalapuram,
Badrachalam, Kothagudem, East Godavari, West Godavari and Khammam districts.

Indragi, Karnataka

This is a automated processing plant which commenced operations in the year 2014. The processing plant processes milk and
manufactures dairy based VAPs such as UHT milk, butter, flavoured milk, curd and buttermilk.

The plant caters to the cities in central and northern parts of Karnataka.

Tumkur, Karnataka

This processing plant commenced its operations in 2011 and is engaged in the processing of milk.

This plant caters to the towns of Bengaluru, Tumkur, Sira and Iruyur.

Dharmapuri, Tamil Nadu

This processing plant was acquired by us in 2016 pursuant to sale deeds dated December 16, 2015 and May 12, 2016. The
processing plant processes milk and manufactures dairy based VAPs such as curd.

The plant caters to the cities of Bengaluru, Salem, Dharmapuri, Karur and Coimbatore.

Hyderabad, Telangana

This is fully automated plant located at Gundrampally, near Hyderabad which commenced operations in 2017. The processing
plant processes milk and manufactures dairy based VAPs such as curd, butter, ghee, paneer, ice cream, flavoured milk and
doodh peda. The plant caters to the cities of Hyderabad, Nalgonda, Karimnagar, Warangal, Bijapur, Gulbarga and Shedum.

Africa

Uganda

Lakeside Dairy Limited (“LDL”) was incorporated in 2014, to acquire the operations of Hillside Dairy and Agriculture Limited

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(“HDL”) and carry on the business of dairy and agriculture. It is a wholly owned subsidiary of DHPL. Subsequently, LDL
obtained investments licence from the Uganda Investment Authority for processing milk and dairy products. We are in process
of diversifying our business portfolio to cater to the growing African market. LDL currently processes 0.03 MLPD of milk as
of Fiscal 2018.

Production Capacity

The following table sets forth information relating to the aggregate installed production capacities (per day) of our processing
plants for the products specified below, as of May 31, 2018:

Installed Capacity for Milk Handling

Fiscal 2014 Fiscal 2015 Fiscal 2016 Fiscal 2017 Fiscal 2018
(in (in (in (in kgs) (in
MLP kgs) MLPD) MLPD (in (in (in
Processing Plant D) ) (in kgs) MLPD) (in kgs) MLPD) kgs)
Badvel, Andhra Pradesh 0.02 - 0.02 - 0.02 - 0.02 - 0.05 -
Kurnool, Andhra Pradesh 0.01 - 0.01 - 0.01 - 0.01 - 0.01 -
Palamaner, Andhra 0.20 - 0.20 - 0.20 - 0.20 - 0.38 -
Pradesh
Penumur, Andhra Pradesh 0.05 - 0.05 - 0.05 - 0.05 - 0.05 -
Nellore, Andhra Pradesh 0.20 - 0.20 - 0.20 - 0.20 - 0.20 -
Nellore (SMP), Andhra - 15,000 15,000 - 15,000 - 15,000 - 15,000
Pradesh
Sattenapalle, Andhra 0.04 - 0.04 - - - -
Pradesh 0.04 0.04 0.04
Tanuku, Andhra Pradesh 0.005 - 0.005 - 0.005 - 0.005 - 0.005 -
Indragi, Karnataka - - 0.20 - 0.20 - 0.20 - 0.20 -
Tumkur, Karnataka 0.03 - 0.03 - 0.03 - 0.03 - 0.03 -
Dharmapuri, Tamil Nadu - - - - - 0.10 - 0.10 -
Hyderabad, Telangana - - - - - 0.21 - 0.21 -
Uganda 0.03 - 0.03 - 0.48 - 0.10 - - -

Capacity utilisation

We regularly monitor the performance of our processing plants through a number of performance indicators commonly used in
the dairy industry. The following table provides information relating to the aggregate estimated capacity utilization rates of our
processing plants for the plants below in Fiscal 2016, 2017 and 2018. The capacity utilization for our processing plants has been
calculated on the basis of the actual aggregate production of the relevant product during the relevant period, divided by the average
aggregate installed production capacity for such product for such period, as adjusted for scheduled and unscheduled downtime.

Capacity Utilisation
Fiscal 2014 Fiscal 2015 Fiscal 2016 Fiscal 2017 Fiscal 2018
(in (%) (in (%) (in (%) (in (%) (in (%)
MLP MLP MLP MLPD) MLPD)
Processing Plant D) D) D)
Badvel, Andhra Pradesh 0.03 78.00 0.02 135.00 0.02 145.00 0.04 201.00 0.04 90.00
Kurnool, Andhra Pradesh 0.003 30.00 0.03 330.00 0.03 327.00 0.03 360.00 0.03 80.00
Palamaner, Andhra Pradesh 0.21 57.00 0.23 118.00 0.23 117.00 0.24 124.00 0.21 55.00
Penumur, Andhra Pradesh 0.03 76.00 0.05 110.00 0.05 114.0 0.05 102.00 0.04 95.00
Nellore, Andhra Pradesh 0.19 96.00 0.20 97.00 0.19 95.00 0.21 105.00 0.22 100.00
Sattenapalle, Andhra 0.09 195.00 0.09 202.00 0.10 212.00 0.08 183.00 0.01 50.00
Pradesh
Tanuku, Andhra Pradesh 0.01 240.00 0.01 260.00 0.01 266.00 0.01 306.00 0.02 100.00
Indragi, Karnataka - - 0.04 22.00 0.11 58.00 0.15 78.00 0.15 75.00
Tumkur, Karnataka 0.003 9.00 0.02 74.00 0.02 82.00 0.03 100.00 0.04 100.00
Dharmapuri, Tamil Nadu - - - - - - 0.04 46.00 0.10 100.00
Hyderabad, Telangana - - - - - - 0.03 16.00 0.11 53.00
Uganda 0.005 0 0.01 31.00 0.01 38.00 0.03 32.00
Total 0.61 0.74 0.82 0.98 1.06

Further, the capacity utilisation for the Nellore (SMP) plant was 4,303 kgs (28.68%), 6,861 kgs (45.74%) and 9,107 kgs (60.71%)
for the Fiscals 2016, 2017 and 2018 respectively.

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Milk Procurement and Infrastructure

Raw Milk Procurement

We have over the years developed a robust milk procurement system that enables us to source raw milk directly from the milk
farmers and agents in the states of Andhra Pradesh, Telangana, Karnataka and Tamil Nadu. Our milk procurement model consists
of procurement of approximately 1.00 MLPD of raw milk from approximately 2,20,789 farmers across 7,598 villages through
3,717 DDCCs, 3,212 procurement agents as of May 31, 2018. Our procurement model enables us to control our raw milk costs
and exercise greater control over the quality of raw milk supplied. Raw milk collected at our DDCCs is measured and tested for
quality through GPRS enabled milk analyzers, where the raw milk is tested for fat and SNF content percentage, which provides
the basis of payment to the farmers. In addition to testing for fat/SNF content percentage, we also subject the raw milk to various
quality tests. Once the raw milk is measured and tested, the data is transferred automatically to a computer system for further
processing and payment. The farmer / agent is provided with a receipt containing details of the quantity, quality, and amount
payable. The payment is made directly to the farmer’s / agent’s bank account based on the real time data uploaded into our
centralized server, once in every 10 to 15 days.

We operate more than 250 milk procurement routes. These routes have a regular procurement plan with timely pick up of raw
milk from the DDCC and procurement agents and transportation to the nearest chilling centres for further processes which enables
us to preserve the freshness of the raw milk. The raw milk is thereafter transported to the nearest processing plant through tankers
for onward processing into retail milk or manufacture of VAPs. The strategic location of our processing plants to our chilling
centres and in turn of our chilling centres to our DDCCs and agents enables us to minimise the transportation and handling costs,
without any loss in quality or nutritional value of milk.

Farmer welfare

In order to strengthen our relationship with farmers and help farmers increase their milk productivity, we have undertaken various
initiatives / programs. We educate/train the farmers in cattle breeding, animal nutrition, healthcare, clean milk production,
assistance with cattle purchase financing, cattle insurance and supply of quality cattle feed.

We also partner with a number of veterinary doctors and para-veterinary workers to assist milk farmers with cattle health care, de-
worming, vaccination and other initiatives. We believe that this procurement model together with our strong long-term relationship
with the milk farmers through continued engagement, knowledge and infrastructure support and transparent dealings, has enabled
us to ensure continued association with milk farmers, reduced raw milk costs and ensures consistent supply of quality raw milk.

We work with regional banks and facilitate sanctioning of loans to farmers which they utilise to purchase milch animals,
construction of cattle sheds, feed and fodder etc. We procure cattle feed on behalf of the farmers and pass on the price benefits of
bulk purchase of such cattle feed to the farmers.

Other Raw Materials

Our primary raw material is milk which we procure mainly from milk farmers. We also require sugar, flavours, skimmed milk
powder, butter and other additives. We typically do not have long term supply arrangements with our suppliers. The price and
supply of raw materials depend on various factors beyond our control, including economic conditions, competition, availability
of quality suppliers, production levels, transportation costs, import duties, fuel prices, and trade restrictions. In order to maintain
and manage our raw material requirements, we have a comprehensive inventory management system for raw materials and other
consumables which is linked to SAP. Further, we also require packaging materials such as poly film for milk packing, plastic
jars, glass bottles, and other materials for our products which for which do not have have long term supply arrangements.

Power and Water

Our operations involve a significant amount of electricity as our raw materials including milk and dairy based VAPs are required
to be stored at specified temperatures and require significant refrigeration facilities. The production processes of certain of our
dairy products also require significant power. We have installed captive solar power plants with a combined capacity of 1 mega
watt at Hyderabad, Sattanapally and Indragi processing plants. We also depend on the relevant state electricity supply for our
power requirements. The electricity supply at our processing plants is equipped with feeder connections to ensure uninterrupted
supply of power. We also use diesel generators to meet exigencies and to operate our processing plants during power failures.

In addition, availability of water is important in relation to our production processes. To ensure adequate supply of water, tube
wells have been installed within our processing plants for supply of water in addition to the routine sources of water such as
natural water available in nearby rivers. We have also established RO systems to treat impurities in the water by removing
dissolved solids and harmful bacteria, minerals and other impurities.

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Production Process

All our production processes begin with the procurement of milk which is tested for quality parameters before it is sent for further
processing. The brief production processes of some of our products are as follows:

Pasteurized Milk

Raw milk is procured and accepted by us based on quality parameters. The milk is chilled and transferred to stainless steel silos
which is further taken for pasteurization. Simultaneously homogenization of the raw milk is done and standardized for milk
variants to meet the legal and organizational standards. The raw milk is then transferred to the packaging section, where it is
packed in different sizes of pouches and stored in cold storage.

Curd

Milk meant for curd manufacture is standardised, pasteurized cooled to a particular temperature and transferred to culture
inoculation tank. Curd culture is added to the milk at required proportion and circulated for proper mixing. After the circulation,
the culture added milk is pumped to the packing machines and packed in different formation (pouches/cups/buckets). The packs
are incubated at a particular temperature. After attaining required acidity/pH the product is shifted to cold store and kept cooled to
a particular temperature. The product is dispatched in insulated vehicles for market.

UHT Milk

Pasteurized and standardised milk is fed to a sterilizer where the milk is heated above 135 degrees celsius for a specified duration
of time so as to destroy all microorganisms. The raw milk is then cooled and aseptically packed in a layer packaging film into
pouches of different sizes. These pouches are then kept under observation for certain days under incubation and then after quality
assurance testing is released for dispatch. UHT milk has longer shelf life under certain conditions without any preservatives
being added and does not require any refrigeration.

Flavoured Milk

Pasteurized double toned milk is mixed with filtered sugar syrup together with colour and flavour and stored in a tank. The
flavoured milk is then fed into bottle fillers and filled in glass bottles which are thereafter transferred to the bottle sterilizer and
heated to a minimum temperature for a specified period of time so as to kill all microorganisms. After sterilization, the bottles
are removed and stored in quarantine area for certain days for quality assurance analysis. Once the quality assurance analysis is
cleared, the bottles are labelled and packed in boxes.

Skimmed Milk Powder

Pasteurized skimmed milk is subjected to evaporation as a result of which we get concentrated milk. This concentrated milk is
fed to spray drying chamber at a certain temperature with the help of high pressure pump, and after multi-stage drying, the
powder formation takes place. This powder is then cooled in ‘vibro fluidized’ bed dryer (VFBD) and is then passed through mesh
sieve and packed in paper bags in a particular manner so as to prevent addition of microbial load in the product. The bags are
weighed, sealed, stitched and passed through a metal detector to verify any metal contamination in the product, and after quality
assurance analysis the bags are ready for dispatch.

Clarified Butter (Ghee)

During pasteurization, a part of the milk is passed through centrifugal separator and the cream is separated. The cream is
pasteurized, cooled and stored in cream tanks for ageing. The cream is then fed in the butter churn / continuous butter making
machine (CBM) to form butter. The butter is thereafter stored in deep freeze rooms at minus 18 degrees Celsius or below for
ageing of butter and flavor stabilization. The butter is then taken out from the cold store and melted, fed into ghee boilers to
produce ghee. After filtration and clarification, the ghee is packed into various packaging formations. The packed ghee is kept in
the ghee granulation room which is maintained below a particular temperature for a specified period of time for the granulation
process.

Quality Assurance

Quality food safety forms a part of our policy and one of the main drivers of our business. We have well defined documented
quality system which is monitored at various stages of procurement and processing. Our processing plants Nellore, Palamaner,

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Penemuru, Indragi, Kurnool and Sattenapalli plants are ISO 22000:2005 certified for food management system and our Nellore
and Palamner processing plants are ISO 50001:2011 certified for energy management system. Our Nellore processing plant is
export inspection certified and BIS certified for SMP. Our products have received certifications from FSSAI. Our processing
plants situated at Nellore and Hyderabad, for producing ghee, are AGMARK registered. Further, our Uganda Unit has obtained
various quality certification including, inter alia, UNBS permits for producing ghee, plain yogurt, strawberry yogurt, UHT milk
and vanilla.

Stringent Quality Checks

We have established stringent quality control measures right from the procurement of raw milk collection till the dispatch of our
products to the consumers. The various tests for raw and processed milk are as follows:

 Tests for screening: referred to as platform tests used to decide on the acceptability of milk (physical and chemical
characteristics, organoleptic test/ sensory evaluation, hygienic characteristics, tests for adulteration (sugar, salt, urea,
vegetable oil, detergents maltodextrin) test for drug residues);

 Tests for grading: Tests such as methylene blue reduction test and heat stability tests in order to grade the raw milk;

 Tests for payment system: Tests undertaken to ascertain the quantity and compositional quality of the raw milk in order to
accurately pay the farmers / agents;

 Product testing: Tests include online inspections, tests for work-in-progress, finished product testing and test during
dispatch for various parameters such as colour, moisture, texture, added sugar and protein content of the raw milk;

 Micro biological testing: We perform the following microbiology tests in house for milk and dairy based VAPs-

1. Standard plate count test;

2. Coliform count test; and
3. Yeast and mould count test.

Additionally, we also test our milk powder for Escherichia Coli & Staphilococcus Aurus.

Further, we get the following bacteriological tests done from external labs for our SMP:

1. Listeria monocytogens test;

2. Salmonella test;
3. Shigella test;
4. Staphylococcus Aureus;
5. Aerobic spore count; and
6. Anearobic spore count.

Sterility of equipment is assessed by using electronic Bio-luminino meter, ambient air quality is assessed by plating ambient
air at different areas of plant and personal hygiene also examined by visible examination and by doing hand swab. Further,
compositional, chemical, and microbiological test are conducted by an external lab once a year for milk, milk products and
water; and

 Raw and Packaging Materials Testing: Various raw and packaging materials are tested to ensure conformity with our
specifications and legal requirement as per the defined test procedures.

Quality Control during procurement and storage of raw milk

We procure raw milk from the milk farmers, procurement agents and at our DDCCs. The raw milk undergoes stringent tests to
ensure maintenance of our quality standards. These tests include organoleptic evaluation heat stability tests, alcohol test, acidity
test, clot on boiling tests, microbiological analysis, adulterants test and antibiotics residue test, which ensure that the quality and
safety of the raw milk is in compliance with the statutory standards as well as our internal quality standards. We also issue a
report detailing the test results and quality indicators before the raw milk is accepted and stored by us. In addition, we implement
stringent cleaning standards to our processing plants and perform inspections on our milk tanks to ensure the hygiene level of
the milk tanks.

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Quality Control during delivery of raw milk

We engage third-party logistics companies to deliver and transport our raw milk from our DDCCs to our processing plants. Our
logistics department focuses on overseeing and implementing our stringent safety and quality policy throughout the transportation
process. We require that the milk trucks transporting our raw milk are thoroughly cleaned and inspected by our trained personnel
after each round of delivery, following our quality standards. Each milk truck is sealed at our chilling centres, and is only opened
by authorized personnel on arrival at our production plants. Thereafter, the raw milk is inspected again to ensure the quality and
also to ensure that the appropriate temperature has been maintained for preservation.

In addition, we perform regular reviews on our third party logistics partners to ensure compliance with our policies and standards
on timeliness of vehicle dispatching and delivery, condition of vehicles, status of delivered raw milk and documentation.

Quality Control over raw materials and suppliers

We have implemented stringent quality control standards with respect to the raw materials we source from external suppliers and
stringent evaluation and engagement policies for new suppliers. Before engaging a new supplier, our quality department will first
review the qualifications of the supplier, and then conduct thorough on-site inspection. A supplier will only be qualified if it
passes the qualifications review and on-site inspections. Once qualified, the suppliers remain subject to routine review and
evaluation of various aspects. We also conduct inspection on raw materials upon delivery.

Quality Control over production process

We implement stringent safety and quality standards at each stage of our production process. The infrastructure and facilities in
our processing plants are designed, constructed, maintained and inspected in accordance with applicable food safety standards,
laws and regulations. We also enforce strict hygiene standards for our personnel involved in production activities. Further, we
take care to ensure that the raw materials and ingredients used in our production processes are strictly in compliance with
applicable laws and regulations and, semi-finished products are tested to ensure compliance with our stringent quality standards
before proceeding to the next stage of production. Major tests include sampling tests to ensure that appearance, colour, odour,
taste and nutrients comply with our safety and quality standard. Material factors in relation to the quality of our production at
each step are listed out and monitored closely according to our internal plan in order to prevent and rectify any potential
occurrence of manufacturing errors. We have also installed homogenisers for homogenization of pasteurised milk and separators
for separation of cream, and centralized cleaning in place (CIP) units at most units at our processing plants.

Quality Control over packaging, storage and delivery of finished products

We perform batch-wise quality inspection on our products to ensure compliance with national food safety standards and
applicable regulations. We implement quality standards for packaging, loading, delivering and unloading of the product and
ensure that the delivery process is in compliance with the guidelines for product transportation to ensure maintenance of the
quality and safety of our products. We place emphasis on packaging of products, such as milk powder and curd, which are
sensitive to external factors like temperature and moisture. We also use vacuum technology for some of our products, which
ensures that the air is removed before sealing of the package of the products to increase its shelf life as well as preserve the
products. Further, we ensure that the products are packaged under supervision, and in accordance with our internal policies as
well as policies and regulations provided by the FSSAI and UNBS. We also impose stringent and specific requirements on the
trucks used to deliver our dairy products. We store a sample from each batch of dairy products delivered to facilitate addressing
any issues or feedbacks from customers. We also conduct sample surveys to ensure our dairy products are properly transported
and stored.

Product Development

We believe that research and development is critical in maintaining our competitive edge. In order to keep pace with the
technological developments in the dairy industry and to continually enhance our competitive advantages, we place significant
emphasis on research and development. Since our establishment, we have focused our research and development efforts to improve
various aspects of the milk and milk product development and supply chain such as offering new products to address the evolving
consumer preferences, ensuring product safety and efforts to improve profitability. We have product development capabilities at
our processing plants at Gundrampalli and Nellore processing plants.

Distribution and marketing

Our India distribution and marketing operations consist of distribution of our milk and VAPs through 14 sales offices, 3,329
distribution agents, 379 milk distributors and 466 milk product distributors. Additionally, as of May 31, 2018, our milk and VAPs
are also available through 217 “Dodla Retail Parlors”. Our distribution operations in Uganda are conducted through our African

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Subsidiary Lakeside Dairy Ltd. and includes distribution of our products as of May 31, 2018 through 21 distributors and four
agents. Our distribution operations in Kenya are conducted through our African Subsidiary Dodla Dairy Kenya Limited and
includes distribution of our products as of May 31, 2018 through 107 agents and 34 distributors.

We engage in various marketing and promotional campaigns in order to market our products such as undertaking, door to door
campaigning for our products, bus brandings, local wall paintings, hoardings, signages, direction boards and kiosk promotions.

Employees

As of May 31, 2018, we had a workforce of 4,262 personnel which included 2,203 whole time employees and 2,059 contract
employees. We consider our human resource as a critical factor to our success and engage in a human resource strategy that focuses
heavily on recruiting, training and retaining our employees, as well as offering them competitive compensation. In addition to a
base salary and performance-linked incentives, we provide a number of benefits to our employees, such as medical insurance and
group gratuity schemes. Our employee policies aim to recruit a talented and qualified work force, facilitate their integration and
encourage development of their skills in order to facilitate the growth of our operations. We are also committed to providing an
empowering environment that motivates and facilitates growth and rewards contribution. We also have a dedicated team of
employees who specialize in marketing and distribution of dairy products, and these employees are responsible for regularly
engaging with our distributors and dealers, for expanding our distribution network, and enhancing the sales of our retail consumer
products.

Information Technology

Our facilities are connected to our central IT network that facilitates monitoring of our operations and management of supply
chain. Our IT infrastructure enables us to track procurement of raw milk, quality parameters of milk procured, and payments to
milk farmers, procurement agents and third party suppliers. We have also implemented integrated business management software
for planning and management of operations at our processing plants, including an integrated SAP enterprise resource planning
(ERP) solution covering production (including monitoring of critical plant and machinery), quality, finance, sales, stores,
purchase, inventory and payroll operations.

Competition

The dairy industry is highly competitive, especially the markets for processed milk products and dairy based VAPs, which are
experiencing rapid development and increasing competition. We compete with large multi-national companies particularly as
well as regional and local companies in each of the regions where we operate. Besides, in most product categories, we compete
not only with other widely advertised branded products, but also with non-premium milk producers distributing milk in our
marketing area as well as private and economy brand products that are generally sold at lower prices. In addition, a number of
our competitors have also engaged in integration within the value chain, including making investments in dairy farms. Such
strategic moves may lead to a more competitive environment.

Intellectual Property

Our intellectual property includes trademarks associated with our business. As on the date of this Draft Red Herring Prospectus,
our Company has registered and holds three registrations in respect of trademarks, including our “Dodla Dairy” trademark, under
classes 29, 30 and 32, granted by the Registrar of Trademarks under the Trademarks Act, 1999 in India.

Further, our Company has registered, and holds, registrations for two copyrights granted by the Deputy Registrar of Copyrights
under the Copyright Act, 1957 in relation to “Dodla Dairy” in India. Further, as on date, our Company has not filed applications
for registration of any other copyrights.

Insurance

We maintain insurance cover for our assets to cover all normal risks associated with operations of our business, including for fire,
burglary and coverage for stock in transit. Further, we also hold policies for securing our cash in holding. Additionally, we have
covered specific liabilities against our directors and certain specified officers through a directors and officers liability insurance
policy. Our Company has also obtained an employee compensation policy, group mediclaim policy and group personal accident
insurance policy.

Property

Our Registered and Corporate office located at 8-2-293/82/A/270-Q, Road No. 10-C, Jubilee Hills, Hyderabad, 500 033,
Telangana, India, is owned by our Company. All our processing plants, except for our plants situated at Tumkur, Karnataka and

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Tanuku, Andhra Pradesh, are situated on lands that are owned by the Company. Our chilling centres are situated on lands which
are a mix of leasehold lands and freehold lands.

Corporate Social Responsibility

We have adopted a Corporate Social Responsibility (“CSR”) policy in compliance with the requirements of the Companies Act,
2013 and the rules framed thereunder. Our CSR activities are primarily focused on initiatives related to education and these
activities are centred around the geographical areas near our processing plants.

Our CSR activities are monitored by the CSR committee of our Board. For details of the terms of reference of CSR committee,
see “Our Management” on page 172. For the Fiscal 2018, we had spent an amount of `6.19 million in CSR activities. For further
details see section “Financial Statements” on page 184.

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 REGULATIONS AND POLICIES

Given below is a summary of certain sector-specific relevant laws and regulations as prescribed by the Government of India, state
governments, other governmental authorities and governments of other countries which are applicable to our Company and
Subsidiaries. The information in this chapter has been obtained from publications available in the public domain. The description
of the applicable regulations as given below has been provided in a manner to provide general information to the investors and
is not exhaustive and shall not be treated as a substitute for professional legal advice. The statements below are based on the
current provisions of applicable law, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions.

I. Key regulations in relation to the milk production sector in India

The Food Safety and Standards Act, 2006 (the “FSSA”)

The FSSA was enacted with a view to consolidate the laws relating to food and establish the Food Safety and Standards Authority
of India (“FSSAI”) for setting out scientific standards for articles of food and to regulate their manufacture, storage, distribution,
sale and import to ensure availability of safe and wholesome food for human consumption. The standards prescribed by the FSSAI
include specifications for ingredients, contaminants, pesticide residue, biological hazards and labels. The FSSA also sets out
requirements for licensing and registering food businesses, general principles of food safety, and responsibilities of the food
business operator and liability of manufacturers and sellers, and adjudication by ‘Food Safety Appellate Tribunal’.

In exercise of powers under the FSSA, the FSSAI has also framed the Food Safety and Standards Rules, 2011 (the “FSSR”). The
FSSR provides the procedure for registration and licensing process for food business and lays down detailed standards for various
food products. The FSSR sets out the enforcement structure of ‘commissioner of food safety’, ‘the food safety officer’ and ‘the
food analyst’ and procedures of taking extracts, seizure, sampling and analysis. The FSSA also lays down penalties for various
offences (including recall procedures).

Legal Metrology Act, 2009 (the “Legal Metrology Act”) and Legal Metrology (Packaged Commodities) Rules, 2011 (the
“Packaged Commodities Rules”)

The Legal Metrology Act has been in force since April 1, 2011 and replaces the Standards of Weights and Measures Act, 1976.
The Legal Metrology Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected therewith
or incidental thereto. The key features of the Legal Metrology Act are (a) appointment of Government approved test centres for
verification of weights and measures; (b) allowing the companies to nominate a person who will be held responsible for breach of
provisions under the Legal Metrology Act; (c) requirement of licenses for companies in order to manufacture and sell products;
and (d) stringent punishment for violation of provisions.

In exercise of powers under the Legal Metrology Act, the Packaged Commodities Rules were framed the Packaged Commodities
Rules lays down specific provisions applicable to packages intended for retail sale and whole sale. A “pre-packaged commodity”
is defined as a commodity which without the purchaser being present is placed in a package of a pre-determined quantity. As per
the Packaged Commodities Rules, it is illegal to manufacture, pack, sell, distribute, deliver, offer, expose or possess for sale any
pre-packaged commodity unless the package is in such standard quantities or number and bears thereon such declarations and
particulars as prescribed. No pre-packaged commodity shall be packed with error in net quantity beyond the limit prescribed in
the Packaged Commodity Rules.

Bureau of Indian Standards Act, 1986 (the “BIS Act”)

The BIS Act provides for the establishment of a bureau for the standardisation, marking and quality certification of goods. The
BIS Act provides for the functions of the bureau which includes, among others (a) recognize as an Indian standard, any standard
established for any article or process by any other institution in India or elsewhere; (b) specify a standard mark to be called the,
Bureau of Indian Standards Certification Mark, which shall be of such design and contain such particulars as may be prescribed
to represent a particular Indian standard; and (c) make such inspection and take such samples of any material or substance as may
be necessary to see whether any article or process in relation to which the standard mark has been used conforms to the Indian
Standard or whether the standard mark has been improperly used in relation to any article or process with or without a license.

The Andhra Pradesh (Agricultural Produce and Livestock) Markets Act, 1966 (the “AP Markets Act”)

The AP Markets Act was enacted to regulate the purchase and sale of agricultural produce, livestock and products of livestock and
the establishment of markets in the state of Andhra Pradesh. In order to achieve these objectives, a Markets Committee (“MC”) is

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set up for every notified area by the Government under the AP Markets Act which are vested with diverse powers such as granting
licenses, levy of fees and imposing penalties under the AP Markets Act.

The Telangana (Agricultural Produce and Livestock) Markets Act, 1966 (the “Telangana Markets Act”)

The Telangana Markets Act was enacted to regulate the purchase and sale of agricultural produce, livestock and products of
livestock and the establishment of markets in the state of Telangana. In order to achieve these objectives, a Markets Committee
(“MC”) is set up for every notified area by the Government under the Telangana Markets Act which are vested with diverse
powers such as granting licenses, levy of fees and imposing penalties under the Telangana Markets Act.

The Karnataka Agricultural Produce Marketing (Regulation) Act, 1966 (the “KAPM Act”)

The KAPM Act was enacted to regulate the marketing of agricultural and certain other produce in market areas and markets
established in the state of Karnataka. The agricultural and other products regulated by the KAPM Act include butter and ghee.

The Tamil Nadu Agricultural Produce Marketing (Regulation) Act, 1959 (the “TAPM Act”)

The TAPM was enacted to regulate the purchase and sale of agricultural produce and the establishment of markets in the state of
Tamil Nadu. In order to achieve these objectives, a Markets Committee (“MC”) is set up for every notified area by the Government
under the TAPM which are vested with diverse powers such as granting licenses, levy of fees and imposing penalties under the
TAPM Act.

II. Key applicable intellectual property laws

The Copyright Act, 1957 (“Copyright Act”)

The Copyright Act governs copyrights subsisting in original literary, dramatic, musical or artistic works, cinematograph films, and
sound recordings, including computer programmes, tables and compilations including computer databases. Even while copyright
registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work, registration under the
Copyright Act acts as a prima facie evidence of the particulars entered therein and helps expedite infringement proceedings and
reduce delay caused due to evidentiary considerations.

Trade Marks Act, 1999 (“Trade Marks Act”)

The Trademarks Act provides for the application and registration of trademarks in India. The purpose of the Trademarks Act is to
grant exclusive rights to marks such as a brand, label, heading and to obtain relief in case of infringement of such marks.
Application for the registration of trademarks has to be made Controller – General of Patents, Designs and Trade Marks who is a
Registrar of Trademarks for the purposes of the Trade Marks Act. The Trademarks Act prohibits registration of deceptively similar
trademarks. It also provides for penalties for infringement, falsifying and falsely applying trademarks and using them to cause
confusion among the public.

III. Laws relating to employment

The Factories Act, 1948 (the “Factories Act”) defines a “factory” to cover any premises which employs ten or more workers and
in which manufacturing process is carried on with the aid of power and any premises where there are at least 20 workers, even
while there may not be an electrically aided manufacturing process being carried on. State Governments have the authority to
formulate rules in respect matters such as prior submission of plans and their approval for the establishment of factories and
registration and licensing of factories. The Factories Act provides that the person who has ultimate control over the affairs of the
factory and in the case of a company, any one of the directors, must ensure the health, safety and welfare of all workers. There is
a prohibition on employing children below the age of fourteen years in a factory. The occupier and the manager of a factory may
be punished with imprisonment for a term up to two years or with a fine in case of contravention of any provisions of the Factories
Act or rules framed there under and in case of a contravention continuing after conviction, and with a fine of up to `1,000 per day
of contravention. In addition to the Factories Act, the employment of workers, depending on the nature of activity, is regulated by
a wide variety of generally applicable labour laws.

The following is an indicative list of labour laws applicable to the business and operations of Indian companies engaged in
manufacturing activities:

 Child Labour (Prohibition and Regulation) Act, 1986;

 Contract Labour (Regulation and Abolition) Act, 1970;
 Employees’ Compensation Act, 1923;

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 Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
 Employees’ State Insurance Act, 1948;
 Industrial Disputes Act, 1947;
 Industrial Employment (Standing orders) Act 1946;
 Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
 Maternity Benefit Act, 1961;
 Minimum Wages Act, 1948;
 Motor Transport Workers Act, 1961;
 Payment of Bonus Act, 1965;
 Payment of Gratuity Act, 1972;
 Payment of Wages Act, 1936;
 Trade Union Act, 1926;
 Workmen’s Compensation Act, 1923;
 Shops and Establishment Act; and
 Equal Remuneration Act, 1976

Sale of Goods Act, 1930 (the “Sale of Goods Act”)

The Sale of Goods Act governs contracts relating to sale of goods in India. The contracts for sale of goods are subject to the general
principles of the law relating to contracts. A contract of sale may be an absolute one, or based on certain conditions. The Sale of
Goods Act contains provisions in relation to the essential aspects of such contracts, including the transfer of ownership of the
goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract and the conditions and warranties
implied under a contract for sale of goods.

IV. Environment regulations

We are subject to various environment regulations as the operation of our establishments might have an impact on the environment
in which they are situated. The basic purpose of the statutes given below is to control, abate and prevent pollution. In order to
achieve these objectives, Pollution Control Boards (“PCBs”), which are vested with diverse powers to deal with water and air
pollution, have been set up in each state. The PCBs are responsible for setting the standards for maintenance of clean air and water,
directing the installation of pollution control devices in industries and undertaking inspection to ensure that industries are
functioning in compliance with the standards prescribed. These authorities also have the power of search, seizure and investigation.
All industries are required to obtain consent orders from the PCBs, which are indicative of the fact that the industry in question is
functioning in compliance with the pollution control norms. These consent orders are required to be kept renewed.

Environment Protection Act, 1986 (“EPA”) and Environment (Protection) Rules, 1986

The EPA is the umbrella legislation in respect of the various environmental protection laws in India. Under the EPA, the
Government of India is empowered to take any measure it deems necessary or expedient for protecting and improving the quality
of the environment and preventing and controlling environmental pollution. This includes rules for, inter alia, laying down
standards for the quality of environment, standards for emission of discharge of environment pollutants from various sources, as
provided under the Environment (Protection) Rules, 1986, inspection of any premises, plant, equipment, machinery, examination
of manufacturing processes and materials likely to cause pollution. Penalties for violation of the EPA include fines up to `100,000
or imprisonment of up to five years, or both. The imprisonment can extend up to seven years if the violation of the EPA continues.
There are provisions with respect to certain compliances by persons handling hazardous substances, furnishing of information to
the authorities in certain cases, establishment of environment laboratories and appointment of Government analysts.

Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the standards set down
by the State Pollution Control Board (“State PCB”). The Water Act also provides that the consent of the State PCB must be
obtained prior to opening of any new outlets or discharges, which are likely to discharge sewage or effluent.

Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)

The Air Act requires that any individual, industry or institution responsible for emitting smoke or gases by way of use as fuel or
chemical reactions must apply in a prescribed form and obtain consent from the State PCB prior to commencing any activity. The
consent may contain conditions relating to specifications of pollution control equipment to be installed. Within a period of four
months after the receipt of the application for consent the State PCB shall, by order in writing and for reasons to be recorded in
the order, grant the consent applied for subject to such conditions and for such period as may be specified in the order, or refuse
consent.

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V. Tax Legislations

The tax related laws that are applicable to our Company include the Central Goods and Services Tax Act, 2017, Karnataka Goods
and Services Tax Act, 2017, Customs Act, 1962, Income Tax Act, 1961, the Income Tax Rules, 1962 and Finance Act, 2018.

VI. Laws governing foreign investments

Foreign investment in India is governed by the provisions of FEMA along with the rules, regulations and notifications made by
RBI thereunder, and the Consolidated FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry, Government of India ("DIPP") from time to time. Under the current FDI Policy (effective August 28,
2017) 100% foreign direct investment is permitted in IT/ITES sector, under the automatic route.

In terms of applicable regulations notified under FEMA and the SEBI (Foreign Portfolio Investors) Regulations, 2014 (“SEBI
FPI Regulations”), investments by Foreign Portfolio Investors ("FPIs") in the capital of an Indian company under the SEBI FPI
Regulations are subject to certain limits individual holding limits of 10% of the capital of the company per FPI and the aggregate
holding limit of 24% of the capital of the company. However, the aggregate limit for FPI investment in a company can be increased
up to the applicable sectoral cap by passing a resolution of the company’s board of directors, followed by a special resolution by
the shareholders and prior intimation to the RBI.

Overseas Direct Investment ("ODI")

In terms of the Master Direction No. 15/2015-16 on "Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiary
Abroad" issued by the RBI, dated January 1, 2016, an Indian entity is allowed to make ODI under the automatic route up to limits
prescribed by the RBI, which currently should not exceed 400% of its net worth. ODI can be made by investing in either joint
ventures or wholly owned subsidiaries outside India. Any financial commitment exceeding USD one billion (or its equivalent) in
a financial year would require prior approval of the RBI.

VII. Key regulations in relation to the milk production and trade sector in Uganda and Kenya

The following is an indicative list of laws applicable to the business and operations of companies engaged in manufacturing
activities and in the dairy sector in Uganda:

 Income Tax Act as amended;

 The Value Added Tax Act;
 The Tax Procedures Code Act, 2014;
 The Companies Act, No. 1 of 2012;
 The Anti-Money Laundering Act, 2013;
 The Common Market for Eastern and Southern Africa Treaty Act;
 The Dairy Industry Act, Cap. 85;
 The Public Health Act;
 The Trade (Licencing) Act, Cap;
 The Employment Act, No. 1 of 2006;
 The Workers Compensation Act;
 The National Social Security Fund Act, Cap. 222;
 The Uganda National Bureau of Standards Act, Cap. 327;
 The Investment Code Act, Cap. 92.;
 The Local Governments (Rating) Act 2005;
 The Local Governments (Rating) (Amendment) Act, 2006;
 The Land Act, Cap. 230;
 The Registration of Titles Act, Cap. 227;
 The Local Governments (Amendment) No. 2 Act 2008; and
 The Trademarks Act, 2010.

The following is an indicative list of laws applicable to the business and operations of companies engaged in manufacturing
activities and in the dairy sector in Kenya:

 The Constitution of Kenya (being the supreme law in Kenya);

 Companies Act;
 Employment Act;

154
 Dairy Industry Act;
 All Intellectual Property Rights Act;
 Where the Company has any interest in land, the Land Act and Land Regulations Act, the Landlord Shops hotels and Catering
Establishments Act;
 Occupational Health and Safety Act;
 Standards Act;
 Consumer Protection Act (as applicable);
 Anti-Counterfeit Act (as applicable);
 Industrial Training Act;
 Agriculture Food and Fisheries Authority Act (as applicable);
 Occupiers Liability Act;
 Work Injury Benefits Act;
 Value Added Tax Act;
 Income Tax Act;
 Tax Procedures Act; and
 Customs and Excise Act.

VIII. Other Regulations

In addition to the above, our Company is also required to, among other things, comply with the provisions of certain other
legislations including Indian Boilers Act, 1923 and the Electricity Act, 2003

155
 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as Dodla Dairy Limited on May 15, 1995 at Hyderabad, Andhra Pradesh as a public limited company
under the Companies Act, 1956. Our Company commenced business on May 23, 1995. Our Company has not changed its name
since incorporation.

Our Company had historically, in various public documents such as annual reports and secretarial filings, named Dodla Sunil Reddy,
Dodla Sesha Reddy, Dodla Subba Reddy, Dodla Girija Reddy, Dodla Deepa Reddy and D. Padmavathamma as our promoters.
Pursuant to a resolution of the Board in its meeting held on July 13, 2018, Dodla Subba Reddy, Dodla Girija Reddy, Dodla Deepa
Reddy and D. Padmavathamma were declassified as promoters of our Company and reclassified as promoter group and it was
resolved that Dodla Sunil Reddy, Dodla Sesha Reddy and Dodla Family Trust will be the Promoters of our Company. For details of
our Promoters, see “Our Promoter, Promoter Group” on page 179.

Business and Management

For details regarding the description of our activities, services, market, growth, technology, managerial competence and standing
with reference to prominent competitors, see “Our Management”, “Our Business” and “Industry Overview” on pages 162, 136 and
96, respectively.

Changes in Registered Office

Except as disclosed below, there have been no changes in the registered office of our Company since the date of its incorporation:

Effective date of Details of the address of registered office

change of registered
Office
August 10, 2016 From 8-2-696, Road No.12, Banjara Hills, Hyderabad to 8-2-293/82/A/270-Q, Road No 10-C, Jubilee Hills,
Hyderabad, Telangana, 500 033

The change in the address of the Registered Office was to situate the office in a Company-owned premise.

Main Objects of our Company

The main objects contained in the MoA of our Company are as follows:

1. To carry on the Business as manufacturers, processors, producers, preservators, canners, bottlers, makers, packers,
repackers, importers, exporters, buyers, sellers, suppliers, stockists, agents, merchants, distributors and concessionaries in
milk, evaporated milk, powdered milk, butter, cheese, cream and all types of milk products, including dairy whitener, non
dairy whitener, infant milk formulas, casein, and other related products such as chocolate, coffee, tea and other food
preparations and beverages and as confectioners, dairymen, grocers, general provision merchants, refreshment
contractors.

2. To Buy, sell, manufacture, refine, prepare, pack and deal in all kinds of food including milk food products, beverages, infant
foods, dietetic products, and other articles thereof.

3. To carry on business of manufacture, processors, producers, growers, makers, importers, exporters, buyers, sellers,
suppliers, stockists, agents, merchants, distributors and concessionaires of and dealers in flour, cakes, pastry, chocolates,
confectionery, sweets, fruit drops, sugar glucose, chewing gums, ice cream, fruit juices, canned fruits and fruit products,
milk and malted food, horticultural products protein foods, maize products, butter, ghee, cheese and other dairy products

4. To carry on animal husbandry and conduct research in livestock, animal nutrition and process animal feed, milk and milk
based products, develop new procurement processes, new milk selling techniques and improvements, collect, process milk
or milk based products, associated and allied areas of animal husbandry including but not limited to dairy or other such
animal husbandry activities incidental or ancillary to the above objects.

5. To promote or invest in other companies with specific intent of developing and promoting some or all areas which are
incidental or ancillary to Main Objects of the Company.

The main objects as contained in the MoA enable our Company to carry on the business presently being carried out and the
activities proposed to be undertaken pursuant to the objects of the Offer. For further details, see “Objects of the Offer” on page 81.

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Amendments to the MoA

Set out below are the amendments to our MoA:

Date of Particulars
Shareholders’
Resolution
January 24, 1997 Clause V of the MoA was amended to reflect the increase in authorised share capital from `1,000,000 divided into
100,000 Equity Shares of `10 each to `60,000,000 divided into 6,000,000 Equity Shares of `10 each.
September 29, 1998 Clause V of the MoA was amended to reflect the reclassification in authorised share capital from `60,000,000 divided
into 6,000,000 Equity Shares of `10 each to `60,000,000 divided into 3,500,000 Equity Shares of `10 each and
2,500,000 Redeemable Preference Shares of `10 each.
September 24, 2012 Clause III of the MoA was altered to reflect the addition of clause 4 and 5 to the main objects in the following manner:
4. To carry on animal husbandry and conduct research in livestock, animal nutrition and process animal feed,
milk and milk based products, develop new procurement processes, new milk selling techniques and
improvements, collect, process milk or milk based products, associated and allied areas of animal husbandry
including but not limited to dairy or other such animal husbandry activities incidental or ancillary to the above
objects.
5. To promote or invest in other companies with specific intent of developing and promoting some or all areas
which are incidental or ancillary to Main Objects of the Company.

October 20, 2012 Clause V of the MoA was amended to reflect the reclassification in authorised share capital from `60,000,000 divided
into 3,500,000 Equity Shares of `10 each and 2,500,000 Redeemable Preference Shares of `10 each to `60,000,000
divided into 6,000,000 Equity Shares of `10 each.
March 30, 2015 Replacing the old MoA of the Company with a new MoA to bring it in consonance with table-A of Schedule I of the
Companies Act, 2013
March 23, 2018 Clause V of the MoA was amended to reflect the increase in authorised share capital from `60,000,000 divided into
6,000,000 Equity Shares of `10 each to `750,000,000 divided into 75,000,000 Equity Shares of `10 each.

Major events and milestones of our Company

The table below sets forth the key events in the history of our Company:

Year Particulars
2017  Commenced production in Hyderabad plant
 Acquired land for new processing plant in Rajahmundry
2016 Commenced production in Palacode plant
2014  Commenced production Indragi plants
 Acquired Lakeside Dairy, Uganda and commenced operations
 Established large scale farm in Pulivendula under GVC
2012 Commenced production in Mahbubnagar plant
2011  Commenced production at Tanuku plant
 Commenced production in Tumkur plant
2009  Implemented Microsoft Dynamic ERP across our Company
 Established milk powder plant and SMP plant at Nellore
2007 Commenced production in Badvel plant
2007 Commenced production in Sattenapally plant
2004 Commenced production in Palamaner plant
2001 Commenced production in Penumuru plant
1997 Commenced production in Nellore plant

Awards and Accreditations

We have received the following awards and accreditations:

Year Awards and Accreditations

- Awarded the Yes Bank Emerging Companies Excellence award
2015 Awarded the TV5 Business Leader award in the food processing (medium) category
2018 Awarded the HMTV Business Excellence award for the best agri/food processing company

Lock-outs and Strikes

There have been no lock-outs or strikes in our Company since incorporation, and as on the date of the Draft Red Herring
Prospectus.

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Injunction or restraining order

As on the date of this Draft Red Herring Prospectus, our Company is not operating under any injunction or restraining order.

Details regarding acquisition of business/ undertakings, mergers, amalgamation, revaluation of assets, if any

Our Company, entered into an MoU in 2014 with Hillside Dairy and Agriculture Limited (“Hillside Dairy”) for the acquisition
of its operations. In furtherance of this MoU, our Subsidiary, LDL acquired the milk processing business of Hillside Dairy through
a business transfer agreement dated July 30, 2014 (“BTA”). The BTA provides for the transfer of milk processing business of
Hillside Dairy to LDL. LDL paid an amount of USD 2.45 million for the transfer of the assets of Hillside Dairy situated in Mbarra,
Uganda. Except as stated herein, our Company has neither acquired any entity, business, undertaking, nor undertaken any merger,
amalgamation or revaluation of assets.

Capital raising activities through equity and debt

Other than as disclosed in the section “Capital Structure” and “Financial Indebtedness” on pages 69 and 319, respectively, we
have not raised any capital in the form of equity or debt.

Defaults or rescheduling of borrowings with financial institutions/ banks and conversion of loans into equity

Except as stated in “Risk Factors” on page 14, there have been no defaults or rescheduling of borrowings with financial institutions/
banks. None of our outstanding loans have been converted into Equity Shares.

Time and cost overruns

During the course of our business, our Company has set up processing plants for conducting our dairy operations. In the course of
setting up such processing plants, our Company has not experienced any time or cost overruns in relation thereto.

Changes in the activities of our Company during the last five years

There have been no changes in the activities of our Company during the last five years which may have had a material effect on
the profits and loss account of our Company, including discontinuance of lines of business, loss of agencies or markets and similar
factors.

Accumulated Profits or Losses of subsidiaries not accounted for by us

There are no accumulated profits or losses of any of our Subsidiaries that are not accounted for by our Company in the Restated
Consolidated Financial Information.

Our Shareholders

Our Company has nine Shareholders as of the date of this Draft Red Herring Prospectus. For further details, regarding our
Shareholders, see “Capital Structure” on page 69.

Strategic or Financial Partners

Our Company does not have any financial and strategic partners as of the date of this Draft Red Herring Prospectus.

Holding Company

Our Company does not have a holding company.

Our Subsidiaries

As on the date of this Draft Red Herring Prospectus, our Company has three subsidiaries.

Dodla Holdings PTE. Limited (“DHPL”)

Corporate Information

DHPL was incorporated on June 20, 2014 as a private company under the Companies Act (Cap.50) in the Republic of Singapore.
It has its registered office at 1 Robinson Road, #17-00 AIA Towers, Singapore, 048 542.

DHPL is primarily engaged in investment activities and acts as an investment holding company for our Company.

Capital Structure
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The issued share capital of DHPL is USD $6,500,000 which comprises 6,606,628 equity shares out of which 574,713 and 531,915
ordinary shares were issued for a total consideration of USD $500,000 each

Shareholding

Our Company holds the entire issued and paid up share capital of DHPL.

Dodla Dairy Kenya Limited (“DDKL”)

Corporate Information

DDKL was incorporated on May 24, 2017 as a private limited under the Companies Act, 2015 in the Republic of Kenya. It has its
registered office at Avocado Towers, LR No. 209/1907, Muthithi Road, P. O. Box 45669 - 00100 - G.P.O Nairobi.

DDKL is primarily engaged in trading of dairy product in Kenya.

Capital Structure

The issued and paid up share capital of DDKL comprises 2,500 equity shares of KES 1,000 each.

Shareholding

Our Company’s subsidiary DHPL holds 2,000 equity shares of face value of KES 1,000 each of DDKL constituting 80.00% of
the issued and paid up share capital of DDKL.

Lakeside Dairy Limited (“LDL”)

Corporate Information

LDL was incorporated on July 15, 2014 as a private limited company under the Companies Act No. 1 of 2012 in the Republic of
Uganda. It has its registered office at Plot no. 4-8, Ntengye Road, Mbarara Municipality, Uganda.

LDL is primarily engaged in the business of, inter alia, manufacturing, processing, producing, preserving, canning, bottling,
making, packing, re-packing, importing, buying, selling, supplying and distributing milk, evaporated milk, powdered milk, butter,
cheese and all types of milk products including dairy whitener, non-dairy whitener to dairymen, grocers, general provision
merchants and refreshment contractors.

Capital Structure

The authorised share capital of LDL comprises 200,000 ordinary shares of UGX 10,000 each. The issued and paid up share capital
LDL comprises 200,000 ordinary shares of UGX 10,000 each.

Shareholding

Our Company’s subsidiary DHPL holds 199,999 equity shares of face value of UGX 10,000 each of LDL constituting 99.99% of
the issued and paid up share capital of LDL.

Our Associate Company

As on the date of this Draft Red Herring Prospectus, our Company has one Associate Company, GVC, which was incorporated as
a joint venture company pursuant to a collaboration agreement dated January 10, 2009 between our Company, International Media
and Cultures and Indira Gandhi Centre for Advanced Research on Livestock Private Limited.

Global Vetmed Concepts India Private Limited (“GVC”)

For further information in relation to GVC, which has also been classified as our Group Company pursuant to a Board resolution
dated July 13, 2018, see “Our Group Companies” on page 179.

Common Pursuits

Our Subsidiaries are engaged in activities similar to that of our Company or are enabled under their respective memorandums of
association, to engage in activities similar to that of our Company. Our Company will adopt the necessary procedures and practices
as permitted by law to address any conflict situation if and when they arise.

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Confirmations

None of our Subsidiaries are listed nor have they been refused listing on any stock exchanges in India or abroad.

None of our Subsidiaries have made any public or rights issue in the last three years preceding the date of this Draft
Red Herring Prospectus.

Except as disclosed in “Financial Statements” on page 184, there are no sales or purchases between our Company and our
Subsidiaries where such sales or purchases exceed in value in the aggregate of 10% of the total sales or purchases of our Company.

Except as disclosed in “Our Business” and “Related Party Transactions” beginning on pages 136 and 182, our Subsidiaries do not
have any business interests in our Company.

Summary of Key Agreements and Shareholders’ Agreements

Shareholders Agreements

1. Shareholders Agreement dated May 2, 2017 entered into between our Company, Dodla Sunil Reddy, Dodla Sesha
Reddy, Dodla Subba Reddy, Dodla Girija Reddy, Dodla Deepa Reddy, D Padmavathamma (“Listed Persons”) and
TPG Dodla Dairy Holdings Pte. Ltd. (“TDDHPL”) (“TPG Investment Agreement”) as amended by amendment
agreement executed on July 12, 2017 between our Company, Listed Persons and TPG (“TPG SHA Amendment
Agreement”) and by the second amendment agreement executed on July 13, 2018 between our Company, TPG and
the Listed Persons (“TPG SHA Second Amendment Agreement”)

In terms of the TPG Investment Agreement, TDDHPL acquired 109,379 equity shares from Dodla Sunil Reddy and
Dodla Deepa Reddy (representing 3.34% of the share capital of our Company) and 774,823, equity shares were acquired
from, Black River Capital Partners Food Fund Holdings, (Singapore) Pte. Ltd. (“BR CPF”) (representing 23.66% of the
share capital of our Company). The aggregate shareholding of TDDHPL pursuant to this investment was 884,202
representing 27.00% of the paid up share capital of our Company as on the date of the acquisition.

The TPG Investment Agreement confers certain rights and obligations upon the Listed Persons, our Company and
TDDHPL including, inter alia, a put option to TDDHPL on the shares acquired by it, rights in relation a first offer to
TDDHPL prior to issuance of additional capital by our Company, a right of first refusal in relation to transfers proposed
to be effected by our Promoters and right of first offer of proposed transfers by the TDDHPL, a tag along right to
TDDHPL in relation to transfer of shares held by our Promoters, affirmative voting rights in relation to certain reserved
matters and rights to our Promoters, right of TDDHPL to nominate two directors (“Investor Directors”) on the Board.
The TPG Investment Agreement also confers on TDDHPL the right to require our Company and our Promoters to initiate
the process for listing of our Company’s Equity Shares on NSE or BSE or an internationally recognised stock exchange
by way of qualified initial public offering of the securities of our Company. The following clauses shall survive the expiry
or earlier termination of the TPG Investment Agreement, (i) Definitions and Interpretation, (ii) Announcements and
Confidentiality, (iii) Indemnification, (iv) Governing Law and Submission to Jurisdiction, (v) Notices, (vi) Severability,
(vii) Entire Agreement, (viii) Waiver, (ix) Costs and Expenses, (x) Assignment, and (x) Authorised Representative.

Our Company has executed the TPG SHA Amendment Agreement by which, the shareholding pattern as mentioned in
the TPG Investment Agreement was amended increasing the shareholding of Dodla Sunil Reddy from 26.41% to 28.62%
in our Company and decreasing the shareholding of Dodla Deepa Reddy from 10.09% to 7.88% in our Company.

Further, our Company has also executed the TPG SHA Second Amendment Agreement, which inter alia, states that the
TPG Investment Agreement shall terminate with effect from the date of listing of the Equity Shares of our Company and
that certain rights of TDDHPL such as rights to receive financial and other information shall be suspended upto listing
of the Equity Shares of our Company. Additionally, it also provides for a right to TDDHPL, subject to approval of the
post-Offer shareholders, to nominate 1 (one) director on the board of directors of our Company, until such time that
TDDHPL continues to hold 5% (Five percent) of the fully diluted share capital of our Company.

2. Share Purchase Agreement dated May 2, 2017 between our Company, TDDHPL, and Dodla Sunil Reddy, Dodla Sesha
Reddy, Dodla Subba Reddy, Dodla Girija Reddy, Dodla Deepa Reddy, D Padmavathamma (“Promoters”) (“TDDHPL
SPA 1”) as amended by the first amendment to the TDDHPL SPA 1 dated July 3, 2017 (“SPA Amendment”)

Our Company executed the TDDHPL SPA 1 and the SPA Amendment, pursuant to which our Promoter, Dodla Sunil
Reddy and our Shareholder Dodla Deepa Reddy agreed to transfer 4,163 and 105,216 Equity Shares of face value `10
each representing 3.34% of the equity share capital of our Company as on the date of the acquisition, respectively to
TDDHPL.

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3. Share Purchase Agreement dated May 2, 2017 between our Company, TDDHPL and Black River Capital Partners
Food Fund Holding (Singapore) Pte. Ltd. (“Erstwhile Investor”)(“TDDHPL SPA 2”)

Our Company executed the TDDHPL SPA 2 pursuant to which TDDHPL has agreed to purchase 774,823 equity shares
of face value `10 each, representing 23.66% of the equity share capital of our Company as on the date of the acquisition
from the Erstwhile Investor.

4. Shareholders Agreement between Indira Gandhi Centre for Advanced Research on Livestock Private Limited
(“IGCARL”), International Media and Cultures (“IMAC”), our Company and GVC (together as “Parties”) dated
August 26, 2009 (“SHA”)

Pursuant to the Collaboration Agreement, as described below, our Company has entered into the SHA which conferred
certain rights and obligations upon the parties to it, which inter alia include, right of IGCARL to appoint at least two
directors on the board of GVC, right of IMAC and our Company to appoint the remaining members on the board of GVC
and the right to appoint the chairman of the board of GVC, affirmative voting rights in relation to certain reserved matters
and management rights to IGCARL, a put option to Parties on the shares allotted to it. Additionally, the SHA also provides
a lock in period for the shares held by IMAC and our Company in GVC and a restriction on IMAC and our Company
from transferring of shares of GVC without prior written consent of IGCARL.

Other Material Agreements

Except as stated below, our Company has not entered into any material contract other than in the ordinary course of business
carried on or intended to be carried on by our Company in the two years preceding the date of this Draft Red Herring Prospectus.

1. Collaboration Agreement dated January 10, 2009 between our Company, International Media and Cultures (“IMAC”)
and Indira Gandhi Centre for Advanced Research on Livestock Private Limited (“IGCARL”) (“Collaboration
Agreement”)

Our Company, along with IMAC, have entered into a Collaboration Agreement with IGCARL pursuant to which our
joint venture company GVC was incorporated to provide facilities and services to conduct livestock research and related
activities. In terms of the Collaboration Agreement, GVC is required to procure necessary scientific apparatus and appoint
qualified personnel and other staff to carry out research in the areas, inter alia, livestock, life sciences and biotechnology.
Additionally, the Collaboration Agreements provides that the land requirements for this project would be met by
IGCARL. The Collaboration Agreement also provides for the shareholding of IGCARL in GVC to be limited to 26%.
GVC is required to utilize the land granted by IGCARL in terms of the master plan submitted by GVC. The right to
transfer of equity shares of all the parties under the Collaboration Agreement is subject to a right of first refusal in favour
of the other parties. Our Company along with IMAC, is obligated to use the land granted only for the purposes of the
project and nothing else.

2. Dairy Project Development Agreement dated April 1, 2014 between our Company and GVC (“DPDA”)

Pursuant to the Collaboration Agreement, GVC was given possession of land belonging to IGCARL at Pulivendula,
Kadapa, Andhra Pradesh for developing and operating a project to provide facilities and services related to livestock
research and related products (“Project Facility Area”). Subsequently, our Company entered into a DPDA with GVC,
in order to effectively use the Project Facility Area. Pursuant to the terms of the DPDA, our Company is required to
maintain the dairy livestock at the Project Facility Area, which would be managed by GVC. The milk produced in the
Project Facility Area is required to be shared between the Company and GVC in the ratio 75% and 25% respectively. The
DPDA is valid for a period of five years from the date of execution and may be renewed for an additional period on
mutually agreed terms and conditions. Upon termination of the DPDA, GVC shall continue to remain liable for all
outstanding dues payable to our Company up to the effective date of termination, our Company shall be entitled to remove
and take back any additions or improvements to the Project Facility Area carried out by our Company which are not
permanently fastened to the earth, and take back the livestock belonging to our Company.

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 OUR MANAGEMENT

Board of Directors

In terms of our Articles of Association, our Company is required to have not less than three Directors provided that in the event
our Company undertakes the Offer, it can have as many number of directors that are required to satisfy corporate governance
requirements. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations
and the Companies Act, 2013 in relation to the composition of Board and constitution of our committees.

As on the date of this Draft Red Herring Prospectus, our Board comprises eight Directors.

The following table sets forth details regarding our Board:

Sr. Name, designation, address, occupation, nationality, Age Other directorships

No. term and DIN (years)

1. Dodla Sesha Reddy 76 Indian Companies

Designation: Chairman and Non- Executive Director  Nelcast Limited

Address: 2, Bishop Wallers, Avenue (West), Mylapore,  Dodla Enterprises Private Limited
Chennai, 600 004, Tamil Nadu, India
Foreign Companies
Occupation: Business
Nil
Nationality: Indian

Term: Liable to retire by rotation

DIN: 00520448

2. Dodla Sunil Reddy 50 Indian Companies

Designation: Managing Director  Dodla Enterprises Private Limited

Address: 8-2-696/697 G 04/05 La Creative Heights Road  Dodla Trusteeship Services Private Limited
No. 12, Banjara Hills, Hyderabad, 500 034, Telangana, India
 Global Vetmed Concepts India Private Limited
Occupation: Business
 Simply Fresh Private Limited
Nationality: Indian
Foreign Companies
Term: For a period of five years from April 1, 2016 to March
31, 2021*  Dodla Holdings PTE Limited
DIN: 00794889  Lakeside Dairy Limited

 Dodla Dairy Kenya Limited

3. Madhusudhana Reddy Ambavaram 49 Indian Companies

Designation: Whole-time Director Nil

Address: 10-3-32/9/29/B, East Maredpally, Near OBC Foreign Companies

Secunderabad, 500 026, Telangana, India
Nil
Occupation: Professional

Nationality: Indian

Term: For a period of five years from May 3, 2018 to April

30, 2023*

DIN: 08126380

4. Akshay Tanna 35 Indian Companies

Designation: Non-Executive Nominee Director  Automark Motors Private Limited

162
 Sr. Name, designation, address, occupation, nationality, Age Other directorships
No. term and DIN (years)

Address: A/72, Darshan Apts, Mount Pleasant Road,  Jhara Finance Private Limited
Malabar Hill, Nr Chief Ministers Bungalow, Mumbai, 400
006, Maharashtra, India  Landmark Insurance Brokers Private Limited

Occupation: Professional  Landmark Commercial Vehicles Private

Limited
Nationality: Indian
 Lenskart Solutions Private Limited
Term: Not liable to retire by rotation
Foreign Companies
DIN: 02967021
 Lakeside Dairy Limited

5. Kishore Mirchandani 68 Indian Companies

Designation: Independent Director  Simply Fresh Private Limited

Address: 450 Alton Rd, Apt 3506, Miami Beach, 33139- Foreign Companies
0000, Florida
 Avestar Holdings LLC, New York
Occupation: Business
 Algoma Steel, Canada
Nationality: American
 Comply Global Pte Limited Singapore
Term: Five years from March 30, 2015
 One Paper Lane Inc NY USA
DIN: 00739535
 TMA Group, Miami

6. Ponnavolu Divya 35 Indian Companies

Designation: Independent Director  Nelcast Limited

Address: 54, Kasthuri Rangan Road, Alwarpet, Chennai,  NC Energy Limited

600 018, Tamil Nadu, India
 Ponnas Infrastructure Private Limited
Occupation: Business
Foreign Companies
Nationality: Indian
 Uptown Hospitality LLC
Term: Five years from March 30, 2015

DIN: 05158352

7. Rampraveen Swaminathan 44 Indian Companies

Designation: Independent Director Nil

Address: Fl No-C-1, Block-C, Meenakshi Trident Towers, Foreign Companies

Near Raheja Mindspace Circle, Gachibowli, 500 032,
Telangana, India Nil

Occupation: Service

Nationality: Indian

Term: Five years from July 17, 2018

DIN: 01300682

8. Raman Tallam Puranam 76 Indian Companies

Designation: Independent Director  Lancor Holdings Limited

Address: C-3, Ashreya, No. 11/23, Raman Street, T. Nagar, Foreign Companies

163
 Sr. Name, designation, address, occupation, nationality, Age Other directorships
No. term and DIN (years)

Chennai, 600 017, Tamil Nadu, India Nil

Occupation: Retired professional

Nationality: Indian

Term: Five years from July 17, 2018

DIN: 00320782

* Also liable to retire by rotation

In compliance with Section 152 of the Companies Act, not less than two-thirds of the Directors, other than our Independent
Directors, are liable to retire by rotation.

Relationship between our Directors

Except Dodla Sesha Reddy, who is the father of Dodla Sunil Reddy, none of our Directors are related to each other.

Brief Biographies of Directors

Dodla Sesha Reddy is the Chairman and non-executive Director on the Board of our Company. He holds a bachelor’s degree in
arts from Nizam College. He has been associated with our Company for more than 20 years and has dairy industry experience of
more than 20 years and has not held any other positions in the past. He is currently a director on the board of Nelcast Limited. He
is responsible for ensuring active engagement of board members and effective decision making process to be followed in our board
and committee meetings.

Dodla Sunil Reddy is the Managing Director of our Company. He holds a bachelor’s degree in engineering from Mangalore
University. He has been associated with our Company since incorporation and has more than 23 years of experience in the dairy
industry and has not held any other positions in the past. He is responsible for setting up our business strategy with a focus on
accountability, competitive performance and value creation.

Madhusudhana Reddy Ambavaram is a whole-time Director of our Company. He holds a bachelor’s degree in law from Sri
Venkateswara University and a master’s degree in business administration from Dr. B.R. Ambedkar Open University.
Additionally, he also has a post graduate diploma in human resource management from Pondicherry University, a post graduate
diploma in business and administrative management from the Andhra Pradesh Productivity Council and a diploma in journalism
from DNF College of Journalism. He is enrolled as an advocate on the rolls of the bar council of the State of Andhra Pradesh. He
has previously worked with Imperial Granites Limited and has 12 years of experience in the dairy industry. He is incharge of the
legal compliance in relation to industrial and labour laws and the human resource functions of our Company and joined our
Company on October 1, 2006.

Akshay Tanna, is, a Non-Executive Nominee Director on the Board of our Company. He holds a bachelor’s degree in economics
from the University of Pennsylvania. He has worked in organisations such as Deutsche Bank and Merrill Lynch, Pierce, Fenner
& Smith, Inc in the past. He also serves as a director on, inter alia, the boards of Lenskart Solutions Private Limited and Landmark
Commercial Vehicles Private Limited.

Kishore Mirchandani is an Independent Director on the Board of our Company. He holds a bachelor’s degree in Science from
the City University, London. He is a Certified Public Accountant in the state of New York and a member of the American Institute
of Certified Public Accountants. He has 30 years of experience in various industries. He has previously been, inter alia, associated
with SmartShift Technologies Inc., Outsource Partners International, Inc. and Russell Bedford Stefanou Mirchandani LLP. He
currently serves on the boards of Avestar Holdings LLC, TMA Group Miami., Comply Global Pte Limited Singapore, Algoma
Steel and One Paper Lane Inc NY USA.

Ponnavolu Divya is an Independent Director on the Board of our Company. She holds a bachelor’s degree in engineering from
Stevens Institute of Technology, a minor concentration in electrical engineering from the Stevens Institute of Technology and a
master’s degree in engineering (networked information system) from Stevens Institute of Technology. Additionally, she has also
completed a graduate certificate program in wireless communications from Stevens Institute of Technology. She has various years
of experience and was previously working with Deutsche Bank as Global Head for Change Governance, SLM Operations,
Configuration Management and PC Power Management. She also serves as a director on the boards of Nelcast Limited, NC Energy
Limited and Ponnas Infrastructure Private Limited and is also a member of Uptown Hospitality LLC. She is also the Vice President
of Sri Sri Venkateswara Educational Society, under which, she is the co-founder of Avenues School.

Rampraveen Swaminathan is an Independent Director on the Board of our Company. He holds a bachelor’s degree in commerce
164
from St. Joseph’s College of Commerce and a post graduate diploma in management from the T.A. Pai Management Institute. He
over 10 years of experience in various industries and has previously worked with Cummins India Limited and International Paper
(India) Private Limited, where he was the president and managing director for a period of over two years. He was previously on
the boards of International Paper APPM Limited and IP India Foundation.

Raman Tallam Puranam is an independent Director on the Board of our Company. He holds a bachelor’s degree and a master’s
degree in commerce from Osmania University. He has previously worked with SBI Capital Markets Limited and was the managing
director and chief executive officer of Sundaram Asset Management Company Limited for over 15 years.

Confirmations

None of our Directors is or was a director of any listed company during the last five years preceding the date of filing of this Draft
Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of
their directorship in such company.

None of our Directors is, or was a director of any listed company which has been or was delisted from any stock exchange during
the term of their directorship in such company.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or
companies in which they are interested as members by any person either to induce them to become or to help them qualify as a
Director, or otherwise for services rendered by them or by the firm or company in which they are interested, in connection with
the promotion or formation of our Company.

Terms of appointment of the Executive Directors

Dodla Sunil Reddy

The terms of appointment of Dodla Sunil Reddy are as per the appointment agreement dated April 25, 2016 as amended on July
3, 2017 and further amended by the employment amendment agreement dated May 3, 2018 (collectively the “DSR Appointment
Agreement”).

Term From the effective date of the DSR Appointment Agreement, i.e. July 3, 2017 till the termination of the same as
provided for in the DSR Appointment Agreement
Compensation and As per the terms of the DSR Appointment Agreement, our Managing Director is entitled to a basic salary of `1.75
benefits million per month. In addition to this, he is also entitled to the following allowances and perquisites-
 Two cars with drivers maintained by the Company for official use;
 Salary advances and loans as per the policy of our Company;
 Earned privileged leave earned but not availed. This will be paid at the time of retirement/leaving our
Company;
 One time membership fee of `4 million in two premium club and reimbursement of annual subscription fee in
the premium clubs, up to a maximum amount of `0.6 million per annum;
 Contribution to provident fund with a ceiling of `0.1 million per month; and
 House keeping, security allowance and utility allowance up to max of 4.08 million per annum
Termination The DSR Appointment Agreement may be, inter alia, terminated by way of the following-
 Our Company or the Managing Director may terminate the DSR Appointment Agreement by giving a twelve
month prior notice after the Committed Period; and
 Our Company may terminate the DSR Appointment Agreement if (i) in the reasonable opinion of the Company,
the Managing Director has committed any material breach of the DSR Appointment Agreement or the
Shareholders’ Agreement, (ii) breached fiduciary duty, made false representations, submitted false documents,
suppressed material facts, been grossly negligent, committed wilful misconduct or such act which is likely to
affect the reputation or operations of the Company, and (iii) committed any offence involving moral turpitude
with respect to the Company

Madhusudhana Reddy Ambavaram

The terms of appointment of Madhusudhana Reddy Ambavaram are as per employment agreement dated May 4, 2018 (“MR
Employment Agreement”)

Term From the effective date of the MR Employment Agreement, i.e. May 4, 2018 till the termination of the same as
provided for in the MR Employment Agreement
Compensation and As per the terms of the MR Appointment Agreement, our whole-time Director is entitled to a basic salary of `87,500
benefits per month. In addition to this, he is also entitled to the following allowances and perquisites-
 Encashment of earned leaves but not availed;
 Employer provident fund, exgratia and gratuity as per company policy; and
 Vehicle maintenance and fuel at the rate of `0.15 million per annum
Termination The MR Employment Agreement may be, inter alia, terminated by way of the following-

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  Our Company or the Whole-time Director may terminate the MR Employment Agreement by giving 3 month
prior notice; and
 Our Company may terminate the MR Employment Agreement if (i) in the reasonable opinion of the Company,
the Whole-time Director has committed any material breach of the MR Employment Agreement or the
Shareholders’ Agreement, (ii) breached fiduciary duty, made false representations, submitted false documents,
suppressed material facts, been grossly negligent, committed wilful misconduct or such act which is likely to
affect the reputation or operations of the Company, and (iii) committed any offence involving moral turpitude
with respect to the Company

Payment or benefit and remuneration to Directors of our Company

The sitting fees/ other remuneration paid to our Directors in Fiscal 2018 are as follows:

Remuneration to Executive Director:

The details of remuneration paid to the Executive Directors of our Company in Fiscal 2018 are set forth in the table below:

S.No. Name of the Director (` million )

1. Dodla Sunil Reddy 21.67
2. Madhusudhana Reddy Ambavaram* 2.07
*Appointed as an whole time director on May 4, 2018

Remuneration to Non-Executive Directors:

Our Company has, pursuant to a board resolution dated December 17, 2015, fixed `50,000 payable to our non–executive
Independent Directors for attending the meetings of our Board and its committees thereof. Additionally, by the aforementioned
board resolution the Company has also fixed `0.1 million as being payable to Kishore Mirchandani, our Independent Director, for
attending meetings of the Board and its committees thereof.

Our Company does not pay any sitting fees to our non-executive Nominee Director for attending the meetings of our Board or the
committees thereof.

Additionally, our Company, pursuant to a board resolution dated December 17, 2015 and a shareholders’ resolution dated January
11, 2016, pays a consultancy fee of `0.3 million per month for a period of five years from January 1, 2016 to our Chairman, Dodla
Sesha Reddy

The details of the remuneration paid to the Non-Executive Directors of our Company in Fiscal 2018 are set forth in the table
below:

S.No. Name of the Director (` million )

3. Dodla Sesha Reddy* 3.60
4. Zubin Jamshed Irani(1) Nil
5. Akshay Tanna Nil
6. Kishore Mirchandani 1.20
7. Ponnavolu Divya 0.60
8. James David Sayre(2) Nil
9. Deepak Malik(3) Nil
10. Vishwarupe Narain(4) Nil
(1) Resigned with effect from August 2, 2018
(2) Resigned with effect from July 20, 2017
(3) Resigned with effect from July 20, 2017
(4) Resigned with effect from October 13, 2017
 Includes the consultancy fee paid by our Company

Contingent or deferred compensation payable to Directors

There is no contingent or deferred compensation payable to our Directors which does not form part of their remuneration

Arrangement or understanding with major Shareholders, customers, suppliers or others

Other than our Director, Akshay Tanna, who has been nominated to our Board pursuant to Shareholders’ Agreement dated May
2, 2017 entered into amongst our Company, our Promoters, Dodla Deepa Reddy, Dodla Subba Reddy, D. Girija Reddy, D.
Padmavathamma and TDDHPL, there is no arrangement or understanding with the major shareholders, customers, suppliers or
others, pursuant to which any of our Directors has been appointed on the Board. For further details, “History and Certain Corporate
Matters- Summary of Key Agreements and Shareholders’ Agreements” on page 160.

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Shareholding of Directors in our Company

The shareholding of our Directors in our Company as of the date of filing of this Draft Red Herring Prospectus is set forth below:

Name of Director Number of Equity Shares Pre-Offer Percentage Post-Offer Percentage

Shareholding (%) Shareholding (%)
Dodla Sesha Reddy 556,716 1.00 [●]
Dodla Sunil Reddy 14,857,479 26.69 [●]

Our Articles of Association do not require our Directors to hold any qualification shares.

Interest of Directors

All Directors may be deemed to be interested to the extent of fees payable to them, if any, for attending meetings of our Board or
a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under our
Articles of Association, and to the extent of remuneration paid to them for services rendered as an officer or employee of our
Company.

Interest in land and property

Except as stated in “Our Promoter and Promoter Group- Interest of Promoters in property of our Company” on page 177 our
Directors have no interest in any property acquired by our Company within two years prior to the date of this Draft Red Herring
Prospectus or presently intended to be acquired by our Company or in any transaction for acquisition of land, construction of
building and supply of machinery.

Certain Directors may also be regarded as interested in the Equity Shares, if any, held by them or Equity Shares that may be
subscribed by or allotted to them, their relatives or to the companies, firms and trusts, in which they are interested as directors,
members, partners, trustees and promoters, pursuant to this Offer.

Certain of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions
in respect of the Equity Shares held by them or the shareholder they represent. In particular, our non-executive Nominee Directors,
may be deemed to be interested to the extent of the shareholding of TDDHPL in our Company.

No loans have been availed by our Directors from our Company.

None of the beneficiaries of loans, advances and sundry debtors are related to our Directors.

None of our Directors are party to any bonus or profit sharing plan of our Company.

Interest in promotion of our Company

Except, Dodla Sunil Reddy, our Managing Director, and Dodla Sesha Reddy, our Chairman, who are also the individual Promoters
of our Company, none of our Directors have any interest in the promotion of our Company.

Business interest

Except as stated in this sub-section and “Related Party Transactions” on page 182, our Directors do not have any other interest in
our business or our Company.

Service Contracts with Directors and Key Management Personnel

Except as disclosed under “ – Terms of appointment of the Executive Directors” on page 165, none of our Directors and the Key
Management Personnel have entered into a service contract with our Company pursuant to which they are entitled to any benefits
upon termination of employment, and statutory benefits payable upon termination of employment in our Company or upon
retirement.

Changes in our Board in the last three years

The changes in our Board in the last three years preceding the date of filing of this Draft Red Herring Prospectus are as follows:

Name Date of Appointment/ Resignation/ Reason

Redesignation
Dodla Sunil Reddy April 25, 2016 Re-appointed as Managing Director
James David Sayre July 20, 2017 Resigned as Director
Deepak Malik July 20, 2017 Resigned as Director
Vishwarupe Narain July 21, 2017 Appointed as an Additional director
167
 Name Date of Appointment/ Resignation/ Reason
Redesignation
Akshay Tanna July 21, 2017 Appointed as an Additional director
Vishwarupe Narain July 21, 2017 Redesignated as a Director
Akshay Tanna July 21, 2017 Redesignated as a Director
Vishwarupe Narain October 13, 2017 Resigned as Director
Zubin Jamshed Irani November 3, 2017 Appointed as an additional Director
Zubin Jamshed Irani March 23, 2018 Redesignated as a Director
Madhusudhana Reddy Ambavaram May 3, 2018* Appointed as a whole-time director
Rampraveen Swaminathan July 13, 2018 Appointed as an additional independent Director
Raman Tallam Puranam July 13, 2018 Appointed as an additional independent Director
Akshay Tanna July 13, 2018 Redesignated as nominee Director
Rampraveen Swaminathan July 17, 2018 Redesignated as an independent Director
Raman Tallam Puranam July 17, 2018 Redesignated as an independent Director
Zubin Jamshed Irani August 2, 2018 Resigned as a Director
*Shareholders’ approval for appointment as a whole-time Director was obtained on July 17, 2018

Borrowing Powers of Board

In accordance with the Articles of Association and pursuant to a resolution passed by the Shareholders of our Company on July
17, 2018, our Board is authorised to borrow such sum or sums of money or monies for the purposes of the business of our Company
as may be required from time to time either in foreign currency and/ or in Indian rupees, on such terms and conditions and with or
without security as our Board may think fit, which together with the monies already borrowed by our Company, may exceed the
aggregate for the time being of the paid up capital of our Company and its free reserves, provided that the total amount of money/
monies so borrowed by our Board shall not at any time exceed the limit of `5,000 million.

Corporate Governance

In addition to the corporate governance provisions under the Companies Act, 2013, which are currently applicable to us, the
corporate governance provisions of the SEBI Listing Regulations will also become applicable to us immediately upon the listing
of the Equity Shares on the Stock Exchanges.

Currently, our Board has eight Directors, including one woman director. In compliance with the requirements of SEBI Listing
Regulations, we have two executive Director, one non-executive Director, four Independent Directors and one Non Executive
Nominee Director on our Board.

Committees of our Board

Our Company is in compliance with corporate governance norms prescribed under the SEBI Listing Regulations in relation to
board level committees.

In addition to the committees of our Board detailed below, our Board may from time to time, constitute committees for various
functions.

Audit Committee

The members of the Audit Committee are:

(a) Kishore Mirchandani (Chairman);

(b) Raman Tallam Puranam

(c) Rampraveen Swaminathan; and

(d) Dodla Sunil Reddy

The Audit Committee was constituted by a meeting of our Board held on May 15, 2015 and last reconstituted on July 13, 2018.
The terms of reference of the Audit Committee were amended by a resolution of our Board dated July 13, 2018. The scope and
function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and SEBI Listing Regulations and
its terms of reference include the following:

a) Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible;

b) Recommending to the Board, the appointment, re-appointment, and replacement, remuneration, and terms of appointment of
the internal auditor, cost auditor and statutory auditor and the fixation of audit fee;
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c) Reviewing and monitoring the auditor’s independence and performance and the effectiveness of audit process;

d) Approving payments to the statutory, internal and cost auditors for any other services rendered by statutory, internal and cost
auditors;

e) Reviewing with the management, the annual financial statements and auditor’s report thereon before submission to the Board
for approval, with particular reference to:

(i) Matters required to be stated in the Director’s responsibility statement to be included in the Board’s report in terms
of Section 134(3)(c) of the Companies Act, 2013;

(ii) Changes, if any, in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on the exercise of judgment by management;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v) Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure of any related party transactions; and

(vii) Qualifications and modified opinions in the draft audit report;

f) Reviewing with the management, the quarterly, half-yearly and annual financial statements before submission to the Board
for approval;

g) Scrutiny of inter-corporate loans and investments;

h) Valuation of undertakings or assets of the Company, wherever it is necessary;

i) Evaluation of internal financial controls and risk management systems;

j) Approval or any subsequent modification of transactions of the Company with related parties, provided that the audit
committee may make omnibus approval for related party transactions proposed to be entered into by the Company subject to
such conditions as may be prescribed;

Explanation: The term "related party transactions" shall have the same meaning as provided in Regulation 2(1)(zc) of the
SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

k) Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a
public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

l) Evaluating undertakings or assets of the Company, wherever necessary;

m) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

n) Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control
systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p) Discussion with internal auditors on any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors, internal auditors, secretarial auditors and cost auditors before the audit commences, about
the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;

t) Approval of appointment of the chief financial officer (i.e., the whole-time Finance Director or any other person heading the
169
 finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate;

u) Reviewing the functioning of the whistle blower mechanism, in case the same is existing;

v) Carrying out any other functions as provided under the Companies Act, the SEBI Listing Regulations and other applicable
laws;

w) To formulate, review and make recommendations to the Board to amend the Audit Committee charter from time to time;

x) To investigate activity within its terms of reference;

y) To seek information from any employees;

z) To obtain outside legal or other professional advice;

aa) To secure attendance of outsiders with relevant expertise, if it considers necessary;

bb) To have full access to the information contained in the records of the Company;

cc) Management discussion and analysis of financial condition and result of operations;

dd) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

ee) Management letters/letters of internal control weaknesses issued by the statutory auditors;

ff) Internal audit reports relating to internal control weaknesses;

gg) The appointment, removal and terms of remuneration of the chief internal auditor;

hh) Statement of deviations:

(1) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s)
in terms of Regulation 32(1) of the SEBI Listing Regulations; and

(2) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms
of Regulation 32(7) of the SEBI Listing Regulations.

Stakeholders Relationship Committee

The members of the Stakeholders Relationship Committee are:

a. Raman Tallam Puranam (Chairman);

b. Akshay Tanna

c. Dodla Sunil Reddy

The Stakeholders Relationship Committee was constituted by our Board of Directors at their meeting held on July 13, 2018. The
terms of reference of the Stakeholders’ Relationship Committee, inter alia, include the following:

1. redressal of grievances of shareholders, debenture holders and other security holders, including complaints related to the
transfer of shares, including non receipt of share certificates and review of cases for refusal of transfer/transmission of shares
and debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc. and
assisting with quarterly reporting of such complaints;

2. giving effect to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

3. dematerialisation of shares and re-materialisation of shares, issue of duplicate certificates and new certificates on
split/consolidation/renewal;

4. overseeing the performance of the registrars and transfer agents of our Company and to recommend measures for overall
improvement in the quality of investor services; and

5. carrying out any other function as prescribed under the SEBI Listing Regulations, Companies Act, 2013 and the rules and
regulations made thereunder, each as amended or other applicable law..”
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Nomination, Remuneration and Compensation Committee

The members of the Nomination and Remuneration Committee are:

(a) Rampraveen Swaminathan (Chairman);

(b) Dodla Sesha Reddy;

(c) Kishore Mirchandani; and

(d) Akshay Tanna

The Nomination, Remuneration and Compensation Committee was constituted by a meeting of our Board held on May 15, 2015
and was last reconstituted on July 13, 2018. The terms of reference of the Nomination, Remuneration and Compensation
Committee were amended by a resolution of our Board dated July 13, 2018. The scope and function of the Audit Committee is in
accordance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations and its terms of reference include the
following:

a) Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to
the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b) Formulation of criteria for evaluation of performance of independent directors and the Board;

c) Devising a policy on Board diversity;

d) Identify persons who are qualified to become directors or who may be appointed in senior management in accordance with
the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every
director’s performance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

e) Analysing, monitoring and reviewing various human resource and compensation matters;

f) Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and
any compensation payment, and determining remuneration packages of such directors;

g) Determine compensation levels payable to the senior management personnel and other staff (as deemed necessary), which
shall be market-related, usually consisting of a fixed and variable component;

h) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in
accordance with applicable laws;

i) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 including the following:

(i) administering the “Dodla Dairy Limited Employee Stock Option Plan 2018” (the “Plan”);

(ii) determining the eligibility of employees to participate under the Plan;

(iii) granting options to eligible employees and determining the date of grant;

(iv) determining the number of options to be granted to an employee;

(v) determining the exercise price under of the Plan;

(vi) deciding on matters such as quantum of and milestones for grant, eligibility of employees who shall be entitled to grant
of options, vesting period and conditions thereof, termination policies etc. and

(vii) construing and interpreting the Plan and any agreements defining the rights and obligations of the Company and eligible
employees under the Plan, and prescribing, amending and/or rescinding rules and regulations relating to the
administration of the Plan;

j) Framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any securities
laws or any other applicable laws in India or overseas, including:

(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
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 (ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the
Securities Market) Regulations, 2003;

k) Determine whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors; and

l) Perform such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law
to be attended to by such committee.

Corporate Social Responsibility Committee

The members of the Corporate Social Responsibility Committee are:

(a) Dodla Sesha Reddy (Chairman);

(b) Akshay Tanna; and

(c) Ponnavolu Divya

The Corporate Social Responsibility Committee was constituted by our Board at their meeting held on May 15, 2015 and was last
reconstituted on July 13, 2018. The terms of reference of the Corporate Social Responsibility Committee include the following:

a) Formulating and recommending to the Board the corporate social responsibility policy of the Company, including any
amendments thereto in accordance with Schedule VII of the Companies Act, 2013 and the rules made thereunder;

b) Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;

c) Recommending the amount of corporate social responsibility policy expenditure for the corporate social responsibility
activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

d) Identifying and appointing the corporate social responsibility team of the Company including corporate social responsibility
manager, wherever required;

e) Delegating responsibilities to the corporate social responsibility team and supervise proper execution of all delegated
responsibilities;

f) Reviewing and monitoring the implementation of corporate social responsibility policy of the Company, from time to time
and programmes thereunder, and issuing necessary directions as required for proper implementation and timely completion
of corporate social responsibility programmes; and

g) Performing such other duties and functions as the Board may require the corporate social responsibility committee to
undertake to promote the corporate social responsibility activities of the Company.

IPO Committee

The members of the IPO Committee are:

(a) Kishore Mirchandani (Chairman);

(b) Dodla Sunil Reddy

(c) Akshay Tanna

The IPO Committee was constituted by our Board of Directors on July 13, 2018. The IPO Committee has been authorized to
approve and decide upon all activities in connection with the Offer, including, but not limited to, to approve the Draft Red Herring
Prospectus, the Red Herring Prospectus and the Prospectus, to decide the terms and conditions of the Offer, including the Price
Band and the Offer Price, to appoint various intermediaries, negotiating and executing Offer related agreements and to submit
applications and documents to relevant statutory and other authorities from time to time.

172
173
Key Management Personnel

The details of the Key Management Personnel of our Company are as follows:

For details in relation to Dodla Sunil Reddy and Madhusudhana Reddy Ambavaram, our Managing Director and whole-time
director respectively, see “– Brief Biographies of Directors” and “– Terms of Appointment of the Executive Directors” on pages
164 and 165.

Hemanth Kundavaram is the Chief Financial Officer of our Company. He holds a bachelor’s degree in commerce from Sri
Venkateswara University. He has cleared the final examination held by the Institute of Chartered Accountants of India (“ICAI”)
and is also a fellow member of the ICAI. He has over 14 years of experience in various industries. Prior to joining our Company,
he worked with Ford Business Services Center Private Limited, IBM Daksh Business Process Services Private Limited, Thomson
Coporation (International) Private Limited, Rockwell Collins India Enterprise Private Limited and Tintometer India Private
Limited in various roles. He last worked with Cogent Glass Limited as the Chief Financial Officer. He was awarded the ‘CFO
100’ in March 2018 by the 9.9 Group. He joined our Company on October 23, 2015. He was appointed as a Key Management
Personnel on July 13, 2018. During Fiscal 2018, he was paid a compensation of `5.12 million.

Venkat Krishna Reddy Busireddy is the Chief Executive Officer of our Company. He holds a bachelor’s degree in dairy
technology from Osmania University. He has over 33 years of experience in the dairy sector. He has been with our Company for
more than 21 years. Prior to joining our Company, he was associated with Premier Extractions Limited. He was appointed as a
Key Management Personnel on March 26, 2015. During Fiscal 2018, he was paid a compensation of `46.43 million

Ruchita Malpani is the Company Secretary and Compliance Officer of our Company. She holds a bachelor’s degree in commerce
from Osmania University College for Women and is as an associate member of the ICSI. Prior to joining our Company, she was
associated with GVK Technology and Consultancy Services Private Limited as the assistant company secretary. She has over five
years of experience in various industries. Ruchita Malpani joined our Company on February 10, 2016, when she was appointed as
the Company Secretary of our Company. She was appointed as a Key Management Personnel on April 1, 2016. Subsequently, on
July 13, 2018, she was appointed as the Compliance Officer of our Company. During Fiscal 2018, she was paid a compensation
of `0.68 million.

All the Key Management Personnel are permanent employees of our Company.

Senior Management Personnel

The details of the Senior Management Personnel of our Company are as follows:

Konda Balakrishna Reddy is production head of our Company. He holds a bachelor’s degree in computer applications from the
University of Madras and also has a diploma in dairy technology from the Indian Council of Agricultural Research. He joined our
Company in 2014. He previously worked with Dharampuri District Cooperative Milk Producers’ Union Limited for a period of
23 years and Heritage Foods Limited for a period of eight years.

Meherbaba Yerroju is the sales head of our Company. He has a bachelor’s degree in science from Osmania University and has
cleared the diploma examination for marketing and sales management conducted by the Rajendra Prasad Institute of
Communication and Management. He joined our Company in 2017. He has an experience of over 31 years in various industries.
He has previously worked with Bakelite Hylam Limited, Glaxo Laboratories (India) Limited, Nestle India Limited, Gillette India
Limited and Heinz India Private Limited.

Sebastian Joseph is the quality head of our Company. He holds a bachelor’s degree in agricultural engineering from University
of Allahabad and a master’s degree in technology from Indian Institute of Technology, Kharagpur and a post graduate diploma in
production management from St. Joseph’s College of Business Administration. Further, he has also obtained certification from
IRCA for completion of training courses on ISO/FSSC 22000 for food safety management systems auditor/lead auditor and has
completed the ISO 9000 auditor/lead auditor training course. He has previously worked with the National Dairy Development
Board and has over 30 years of experience. He joined our Company in 2010.

Siva Rama Krishna Reddy Vanga is a consultant with our Company and the procurement head of our Company. He has
previously worked with Milkoma Foods Private Limited, National Dairy Development Board and M.P.C.S Vallabhapuram. He
joined our Company in 2002.

Shareholding of Key Management Personnel

Except as disclosed below, none of our Key Management Personnel hold any Equity Shares as of the date of filing of this Draft
Red Herring Prospectus:

Name Number of Equity Shares Pre-Offer Shareholding (%) Post-Offer Shareholding (%)
Dodla Sunil Reddy 14,857,479 26.69 [●]

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 Name Number of Equity Shares Pre-Offer Shareholding (%) Post-Offer Shareholding (%)
Venkat Krishna Reddy 679,201 1.22 [●]
Busireddy
Total 15,536,680 27.91 [●]

Bonus or profit sharing plan of the Key Management Personnel

There is no profit sharing plan for the Key Management Personnel. Our Company makes certain performance linked bonus
payment for each Fiscal to certain Key Management Personnel as per their respective terms of employment.

Interests of Key Management Personnel

Except Dodla Sunil Reddy who is our Promoter and holds 14,857,479 Equity Shares and Venkat Krishna Reddy Busireddy, who
is our CEO and holds 679,201 Equity Shares in our Company and and options granted to him under our ESOP Plan, as on the date
of filing of this Draft Red Herring Prospectus and as stated in relation to Dodla Sunil Reddy in “Our Promoter and Promoter
Group” on page 176 and “Capital Structure” on page 69, the other Key Management Personnel do not have any interest in our
Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment
and reimbursement of expenses incurred by them during the ordinary course of business.

None of the Key Management Personnel have been paid any consideration of any nature from our Company, other than their
remuneration. There is no contingent or deferred compensation payable to our Key Management Personnel which does not form
part of their remuneration.

Understanding with the major shareholders, customers, suppliers or others

Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which
any Key Management Personnel was selected as member of senior management.

No loans have been availed by the Key Management Personnel from our Company.

Relationship among Key Managerial Personnel

None of the Key Management Personnel are related to each other.

Changes in the Key Management Personnel

The changes in the Key Management Personnel in the last three years preceeding the date of filing of this Draft Red Herring
Prospectus are as follows:

Name Designation Date of change Reason for change

Ruchita Malpani Company Secretary April 1, 2016 Appointment
Dodla Sunil Reddy Managing Director April 25, 2016 Re-appointment
Madhusudhana Reddy Whole-time Director May 3, 2018 Appointment
Ambavaram
Hemanth Kundavaram Chief Financial Officer July 13, 2018 Appointment

Payment or Benefit to officers of our Company

No amount or benefit has been paid or given to any of our Company’s employees including the Key Management Personnel and
our Directors within the two years preceding the date of filing of this Draft Red Herring Prospectus. No such amount or benefit is
intended to be paid or given to any of our Company’s employees including the Key Management Personnel and our Directors.

ESOP Plan

For details of the Company’s ESOP Plan, see “Capital Structure- Employee Stock Option Plans” on page 76

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 OUR PROMOTER AND PROMOTER GROUP

Dodla Sunil Reddy, Dodla Sesha Reddy and the Dodla Family Trust are the Promoters of our Company. Our Promoters hold an
aggregate of 31,559,072 Equity Shares, aggregating to 56.69% of the pre-Offer issued, subscribed and paid-up Equity Share capital
of our Company. For further details, see “Capital Structure” on page 69.

Dodla Sesha Reddy

Dodla Sesha Reddy (DIN: 00520448), aged 76 years, is a resident Indian national.
For further details in respect of his address, educational qualifications, professional
experience, posts held in the past and other directorships, special achivements,
business and financial activities, see “Our Management” on page 164.

He holds a driver’s license no. AP02619830002257 and a voter’s identification

card bearing no. KSV0782060.

Dodla Sesha Reddy holds 556,716 Equity Shares in our Company. Other than as
disclosed in “– Our Promoter Group”, “History and Certain Corporate Matters”
and “Our Management” on pages 178, 156 and 162, respectively, Dodla Sesha
Reddy is not involved in any other venture.

Dodla Sunil Reddy

Dodla Sunil Reddy (DIN: 00794889), aged 50 years, is the Managing Director of
our Company. He is a resident Indian national. For further details in respect of his
address, educational qualifications, professional experience, posts held in the past
and other directorships, special achivements, business and financial activities, see
“Our Management” on page 164.

He holds a voter’s identification card bearing no. FYY5578224. He does not have
a driver’s license.

Dodla Sunil Reddy holds 14,857,479 Equity Shares in our Company. Other than as
disclosed in “– Our Promoter Group”, “History and Certain Corporate Matters”
and “Our Management” on pages 178, 156 and 162, respectively, Dodla Sunil
Reddy is not involved in any other venture.

Dodla Family Trust (“DFT”)

Trust Information

The DFT was formed pursuant to a trust deed dated May 11, 2018 (the “Trust Deed”). The office of DFT is located at 301, 3rd
Floor, NED Chambers, 8-2-694/697, Road No. 12, Banjara Hills, 500 034, Hyderabad, Telangana.

Dodla Sunil Reddy and Dodla Sesha Reddy are the settlors of the DFT.

As of the date of filing of this Draft Red Herring Prospectus, DFT holds 16,144,877 Equity Shares in our Company.

Board of Trustees

The Trustees of DFT as on date of this Draft Red Herring Prospectus are Dodla Trusteeship Services Private Limited and Dodla
Sesha Reddy.

Beneficiaries of DFT

The beneficiaries of DFT include (i) Dodla Girijamma; (ii) Dodla Sunil Reddy; (iii) D. Rahul Reddy; (iv) D. Silpa Reddy; (v) D.
Swapna Reddy (collectively the “Immediate Beneficiaries”). Additionally, after Dodla Sunil Reddy’s lifetime, his grandchildren
would be considered beneficiaries of DFT. Further, in case of D. Rahul Reddy, D. Silpa Reddy and D. Swapna Reddy, the
beneficiaries will also include their children out of wedlock (with Immediate Benefiaries, the “Beneficiaries”).

Objects and Function

The overall objective of DFT is to provide for well-being of the Beneficiaries. Other objects, inter alia, include (i) to retain close
family bonds and ensure unity amongst the family members; and (ii) to provide a framework for succession.

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Under the Trust Deed, the trustees of DFT have certain rights and obligations. These rights and obligations inter alia, include the
rights to carry out and operate all transactions in the name of DFT, diligently exercise their duties in achieving the objectives of
DFT and maintain proper accounts with respect to the administration of DFT.

Interests of Promoters in the promotion of our Company

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of their
respective shareholding in our Company and the dividend payable, if any and other distributions in respect of the Equity Shares
held by them. For details regarding the shareholding of our Promoters in our Company, see “Capital Structure” and “Our
Management” on pages 73 and 167, respectively. Dodla Sunil Reddy is the Managing Director of our Company and Dodla Sesha
Reddy is the Chairman and Non-Executive Director of our Company and hence they may be deemed to be interested to the extent
of remuneration and reimbursement of expenses payable to them. For further details, see “Our Management – Interest of
Directors” on page 167. Except as disclosed in the “Capital Structure” and “Our Management” on pages 69 and 162 respectively,
our Promoters have no other interests in our Company.

Interests of Promoters in property of our Company

Our Promoters have no interest in any property acquired in the two years preceding the date of the Draft Red Herring Prospectus
or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building
or supply of machinery.

Business Interests

No sum has been paid or agreed to be paid to any of our Promoters or to the firms or companies in which they are interested as
members in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as directors or otherwise
for services rendered by such Promoter(s) or by such firms or Companies in connection with the promotion or formation of our
Company.

Related Party Transactions

Except the related party transactions entered into by our Company as disclosed in this Draft Red Herring Prospectus, our Company
has not entered into any contract, agreements or arrangements which are not in the ordinary course of business during the preceding
two years from the date of this draft Red Herring Prospectus or proposes to enter into any such contract in which our Promoters
are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or
arrangements which are proposed to be made with them. For further details of related party transactions, see “Related Party
Transactions” on page 182.

Interest of Promoters in Sales and Purchases

There are no sales or purchase between the Subsidiaries and our Company where such sales or purchase exceed in value in the
aggregate 10% of the total sales or purchase of our Company.

Payment of benefits to our Promoters or our Promoter Group

Except as stated in “Related Party Transactions”, “Our Management”, “Financial Statements” and “– Business Interests” on
pages 182, 166, 184 and 177 respectively, no amount or benefit has been paid or given to our Promoters or Promoter Group during
the two years preceding the filing of this Draft Red Herring Prospectus nor is there any intention to pay or give any amount or
benefit to our Promoters or Promoter Group.

Confirmations

Our Promoters, relatives, as per Companies Act, 2013, of our Promoters and members of our Promoter Group have not been
declared as Wilful Defaulters and there are no violations of securities laws committed by our Promoters in the past and no
proceedings for violation of securities laws are pending against them.

Our Promoters and members of our Promoter Group or any other person in control of our Company have not been debarred
prohibited from accessing or operating in capital markets or restrained from buying, selling or dealing in securities under any order
or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters are not and have never been a promoter, director or person in control of any other company which is prohibited
from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental
authority or which is a Wilful Defaulter.

Our Promoters have not taken any unsecured loans which may be recalled by the lenders at any time. Our Promoters are not related
to any of our sundry debtors or beneficiaries of loans and advances provided by our Company.
177
Our Company does not have an unsecured loan taken from any our Promoters which may be recalled at any time.

Our Company confirms that the permanent account number, bank account number and passport number of our Promoters, as
applicable shall be submitted to the Stock Exchanges at the time of filing of this Draft Red Herring Prospectus.

Common Pursuits

Our Promoter is not involved in any other venture which is in the same line of activity or business as us.

Companies with which our Promoters have disassociated in the last three years

Our Promoters have not disassociated themselves from any company in the three years immediately preceding the date of this
Draft Red Herring Prospectus.

Change in the management and control of our Company

Our Promoters are the original promoters of our Company and there has not been any change in the management or control of our
Company in the immediately preceding five years from the date of filing of this Draft Red Herring Prospectus.

Our Promoter Group

In addition to the Promoters named above, the following individuals and entities form part of the Promoter Group of our Company.

A. Natural persons who are part of the Promoter Group

 Dodla Deepa Reddy;

 Dodla Girija Reddy;
 D. Padmavathamma;
 D. Silpa Reddy;
 Dodla Subba Reddy;
 Bommi Surekha Reddy;
 D. Swapna Reddy;
 G. Santhamma;
 K.Haritha;
 M.Sreenivasulu Reddy;
 M. Syama Reddy;
 P.Dwaraknath Reddy;
 P.JaganMohan Reddy
 P.Sivakumar Reddy;
 P.Sudhakar Reddy;
 M. Sridhar Reddy
 T.Praveena; and
 V. Nirmala

B. Entities forming part of the Promoter Group

 Adfac Laboratories Private Limited;

 Dodla Dairy (Vinjumur);
 Dodla Engineering;
 Dodla Enterprises Private Limited;
 Dodla Nutri feeds LLP;
 Dodla Sunil Reddy (HUF); and
 Dodla Trusteeship services Private Limited;
 Hanslot Pile Foundation;
 Krishe Sapphire Management Company Private Limited;
 Mylktree Consultants LLP;
 Prolife Nutraceuticals Private limited;
 Reddy Builders LLP; and
 Surekha Milk Chilling Centre

178
 OUR GROUP COMPANIES

The definition of ‘group companies’ was amended pursuant to the SEBI (Issue of Capital and Disclosure Requirements) (Fourth
Amendment) Regulations, 2015, to include companies covered under applicable accounting standards and such other companies
as are considered material by the Board. Pursuant to a Board resolution dated July 13, 2018, the Board formulated a policy with
respect to companies which it considered material to be identified as group companies. Our Board has approved that other than
the current Subsidiaries, all companies which are identified as Group Companies in accordance with Ind-AS 24 as per the Restated
Consolidated Financial Information are identified as Group Companies for inclusion in the Draft Red Herring Propspectus.
Accordingly, Tropical Bovine Genetics Private Limited (“TBGPL”), D Soft India Private Limited (“DIPL”), Oremus Corporate
Services Private Limited (“OCSPL”) and our Associate Company, GVC have been identified as Group Companies and our Board
has approved that other than TBGPL, DIPL, OCSPL and GVC there are no companies which are considered material by the Board
to be identified as a group company. For further details of our Subsidiaries please see “History and Certain Corporate Matters-
Our Subsidiaries” on page 158.

On the basis of the Materiality Policy, other than the companies already covered under Ind AS 24 in the Restated Consolidated
Financial Information, no company was considered to be material by our Board for the purposes of disclosure in this Draft Red
Herring Prospectus.

Unless otherwise specified, all information in this section is as of the date of this Draft Red Herring Prospectus.

A. Details of our Group Companies and Associate Company

1. Oremus Corporate Services Private Limited (“OCSPL”)

OCSPL was incorporated on July 23, 2002 under the Companies Act, 1956 as a private limited company. It has its
registered office at 3rd Floor, at 6-3-249/3 Abhinandan Towers, Road No.1, Banjara Hills, Hyderabad, 500 034,
Telangana. Its CIN number is U74140TG2002PTC039358. OCSPL is engaged, inter alia, in the business of providing
back office services not being a company undertaking investment advisory or financial consultancy services viz.
accounting, secretarial compliance and payroll services to various clients in India and abroad.

Interest of our Promoters

Our Promoters have no interest in OCSPL.

Financial Information
(in ` million, except per share data)
Particulars For the Financial Year
2017 2016 2015
Equity Capital 0.32 0.32 0.32
Reserves (excluding revaluation reserves) and 42.42 35.35 28.60
Surplus
Revenue from Operations and Other Income 101.6 80.76 71.11
Profit/(Loss) after Tax 7.07 6.75 4.75
Basic EPS (in `) 219.58 209.53 147.44
Diluted EPS (in `) 219.58 209.53 147.44
Net asset value per share (in `) 1327.35 1107.78 1060.65

Significant notes of auditors of OCSPL for the last three Financial Years

OCSPL does not have any significant notes of auditors for the last three Financial Years.

2. D Soft India Private Limited (“DIPL”)

DIPL was incorporated on April 17, 2002 under the Companies Act, 1956 as a private limited company. It has its
registered office at No.1, Bishop Wallers Avenue (West) Mylapore, Chennai 600 004, Tamil Nadu. Its CIN number is
U72300TN2002PTC048782. DIPL is engaged, inter alia, in the business of data management, data processing and
software.

Interest of our Promoters

Our promoter, Dodla Sunil Reddy holds 50% of the share capital of DIPL.

Financial Information
(in ` million, except per share data)
Particulars For the Financial Year
2017 2016 2015
Equity Capital 0.10 0.10 0.10
179
 Particulars For the Financial Year
2017 2016 2015
Reserves (excluding revaluation reserves) 0.03 0.01 (0.01)
and Surplus
Revenue from Operations and Other 0.68 0.71 0.86
Income
Profit/(Loss) after Tax 0.02 0.02 (0.03)
Basic EPS (in `) 24.00 24.00 (29.00)
Diluted EPS (in `) 24.00 24.00 (29.00)
Net asset value per share (in `) 129.30 105.14 80.80

Significant notes of auditors of DIPL for the last three Financial Years

DIPL does not have any significant notes of auditors for the last three Financial Years.

3. Global Vetmed Concepts Private Limited (“GVC”)

GVC was incorporated on March 16, 2009 under the Companies Act, 1956 as a private limited company. It has its
registered office at suit no.507, Topaz Building, Amrutha Hills, Punjagutta, Hyderabad, 500 034, Telangana, India. Its
CIN number is U15400TG2009PTC063052.

GVC is primarily engaged in conducting research in livestock, animal nutrition and processing animal feed, milk and
milk based products. It is also engaged in the business of making, processing, buying, selling, importing, exporting, or
otherwise dealing in all kinds of food including milk food products, beverages, dietetic foods and other related products.

Interest of our Promoters

Dodla Sunil Reddy, one of our Promoters, holds 10,000 equity shares in GVC amounting to 0.12% of the paid up share
capital of GVC.

Financial Information
(in ` million, except per share data)
Particulars For the Financial Year
2018 2017 2016
Equity Capital 80.66 80.66 80.66
Reserves (excluding revaluation reserves) (41.61) (40.90) (38.13)
and Surplus
Revenue from Operations and Other Income 9.04 6.30 8.32
Profit/(Loss) after Tax (0.70) (2.77) (8.19)
Basic EPS (in `) (0.09) (0.34) (1.02)
Diluted EPS (in `) (0.09) (0.34) (1.02)
Net asset value per share (in `) (book value) 4.84 4.93 5.27

Significant notes of auditors of GVC for the last three Financial Years

GVC does not have any significant notes of auditors for the last three Financial Years.

4. Tropical Bovine Genetics Private Limited (“TBGPL”)

TBGPL was incorporated on April 3, 2017 under the Companies Act, 2013 as a private limited company. It has its
registered office at IGCARLPL, 1st floor, Administrative wing, main Research building, APCARL Pulivendula Cuddapah
516 390, Andhra Pradesh. Its CIN number is U74999AP2017PTC105566. TBGPL is engaged, inter alia, in the business
of opening, running and managing assisted in vitro embryo production clinics for animal breeding in dairy and other
animals in accordance with law, including legal restrictions, if any.

Interest of our Promoters

Our Promoters have no interest in TBGPL.

Financial Information

TBGPL was incorporated on April 3, 2017 and hence no financial information in relation to it is currently available.

B. Details of Group Companies with negative net worth

As on the date of this Draft Red Herring Prospectus, none of our Group Companies have a negative net worth
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 Loss making Group Companies

The following table sets forth the details of our Group Companies which have incurred losses in the last Fiscal

(in `million, except per share data)

Particulars Loss in Fiscal 2018
GVC (0.70)

Nature and Extent of Interest of our Group Company

(a) In the promotion of our Company

Our Group Companies do not have any interest in the promotion or formation of our Company.

Except as disclosed in “Related Party Transactions” on page 182, our Group Companies do not have any business interest
in our Company.

(b) In the properties acquired by our Company in the past two years before filing this Draft Red Herring Prospectus with
SEBI or proposed to be acquired

Our Group Companies are not interested in the properties acquired by our Company in the two years preceding the filing
of this Draft Red Herring Prospectus or proposed to be acquired.

(c) In transactions for acquisition of land, construction of building and supply of machinery

Our Group Companies are not interested in any transactions for the acquisition of land, construction of building or supply
of machinery.

Common Pursuits amongst the Group Companies and our Company

There are no common pursuits between our Group Companies and our Company.

Related Business Transactions with the Group Company and significance on the financial performance of our
Company

For further information, see “Related Party Transactions” on page 182.

Significant Sale/Purchase between our Group Companies and our Company

Our Group Companies are not involved in any sales or purchase with our Company where such sales or purchases exceed
in value the aggregate of 10% of the total sales or purchases of our Company.

Sick or Defunct Group Companies

As on date of this Draft Red Herring Prospectus, our Group Companies are not and have never been sick or defunct and
no application has been made to the registrar of companies for striking off the name of our Group Companies during the
five years preceding the date of filing of this Draft Red Herring Prospectus with SEBI. Further, our Group Companies do
not fall under the definition of sick companies under the erstwhile SICA and are not under winding up. Further, none of
our Group Companies have been declared as insolvent or bankrupt under the Insolvency and Bankruptcy Code, 2016 and
there are no insolvency or bankruptcy proceedings initiated against any of our Group Companies.

None of the securities of our Group Companies are listed on any stock exchange or failed to list on any recognised stock
exchange or incurred any penalty imposed by any recognised stock exchange, and our Group Companies have not made
any public or rights issue of securities in the preceding three years.

Our Group Companies have not been debarred from accessing the capital market for any reasons by the SEBI or any other
authorities.

Our Group Companies have not been identified as a Wilful Defaulter.

None of our Group Companies have granted any unsecured loans to the Company that can be recalled by lenders at any
time.

There are no violations of securities law committed by any of our Group Companies in the past and no proceedings for
violations of securities laws are pending against them.

181
 RELATED PARTY TRANSACTIONS

For details of the related party transactions during the last five Fiscals, as per the requirements under Ind AS 24, see “Financial
Statements”on pages 221 and 279.

182
 DIVIDEND POLICY

The declaration and payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at
their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act, 2013.
The dividend, if any, will depend on a number of factors, including but not limited to the earnings, capital requirements, contractual
obligations, applicable legal restrictions and overall financial position of our Company. Our Company has no formal dividend
policy.

In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan
or financing arrangements our Company is currently availing of or may enter into to finance our fund requirements for our business
activities. For further details, see “Financial Indebtedness” beginning on page 319.

The details of dividend paid by our Company in the last five Fiscals are given set out in the following table:

Fiscal Number of Equity Shares of Dividend per Equity Share of Rate of dividend on Equity Total dividend on Equity
face value of 10 each face value of 10 each (in ) Share of face value of 10 Share of face value of 10
each (%) each (in million)
2016 3,274,823(1) 25 250.00 81.87
1. Our Board of Directors approved an interim dividend of `25 per Equity Share on October 30, 2015

183
SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

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184
 Examination Report on Restated Consolidated Financial Information in connection with
Draft Red Herring Prospectus

The Board of Directors

Dodla Dairy Limited
8-2-293/82/A, Plot No - 270/Q, Road No 10-C,
Venkatagiri, Jubilee Hills,
Hyderabad, Telangana

Dear Sirs,

1) We have examined the attached Restated Consolidated Financial Information (initialed by us for
identification purpose) of Dodla Dairy Limited (the “Company”), its subsidiaries (collectively,
“the Group”) and of its associates, which comprise of the Restated Consolidated Statement of
Assets and Liabilities as at 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and
31 March 2014, the Restated Consolidated Statement of Profit and Loss, the Restated
Consolidated Statement of Cash Flows and the Restated Consolidated Statement of Changes in
Equity for each of the years ended 31 March 2018, 31 March 2017, 31 March 2016, 31 March
2015 and 31 March 2014, and the significant accounting policies, read together with the
annexures and notes thereto and other restated consolidated financial information explained in
paragraph 10 below (collectively, the “Restated Consolidated Financial Information”), for the
purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) prepared by the Company
in connection with its proposed Initial Public Offer (“IPO”) of Equity shares by way of fresh
issue and an offer for sale by certain of its existing shareholders. The Restated Consolidated
Financial Information have been approved by the Board of Directors of the Company and is
prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act"); and

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 as amended from time to time in pursuance of provisions of Securities and
Exchange Board of India Act, 1992 ("ICDR Regulations").

2) The preparation of the Restated Consolidated Financial Information is the responsibility of the
Management of the Company for the purpose set out in paragraph 13 below. The Management’s
responsibility includes designing, implementing and maintaining adequate internal control
relevant to the preparation and presentation of the Restated Consolidated Financial Information.
The Management is also responsible for identifying and ensuring that the Company complies
with the Act and ICDR Regulations.

185
3) We have examined such Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with
our engagement letter dated 04 May 2018 in connection with the proposed IPO of the
Company; and

b) The Guidance Note on Reports in Company Prospectuses (Revised 2016) issued by the
Institute of Chartered Accountants of India (“ICAI”) (“the Guidance Note”).

4) The Restated Consolidated Financial Information have been compiled by the Management as
follows:

a) As at and for the years ended 31 March 2018 and 31 March 2017: From the audited
Consolidated financial statements of the Group and its associate as at and for the year ended
31 March 2018 and 31 March 2017 (being comparative period for the financials for the year
ended 31 March 2018), prepared in accordance with Indian Accounting Standards (Ind AS)
as prescribed under Section 133 of Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards)
(Amendment) Rules, 2016 and other relevant provisions of the Act, which have been
approved by the Board of Directors on 13 July 2018.

b) As at and for the year ended 31 March 2016: From the audited Consolidated financial
statements of the Group and its associate as at and for the year ended 31 March 2016, prepared
in accordance with Accounting Standards as prescribed under Section 133 of the Companies
Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the other relevant
provisions of the Act. This consolidated financial statement as at and for the year ended 31
March 2016 has been approved by the Board of Directors on 10 August 2016 and have been
converted into figures as per the Ind AS to align accounting policies, exemptions and
disclosures as adopted by the Company on its first time adoption of Ind AS as on 1 April
2016.

c) As at and for the year ended 31 March 2015: From the audited Consolidated financial
statements of the Group as at and for the year ended 31 March 2015, prepared in accordance
with Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and the other relevant provisions of the
Act. This Consolidated financial statement as at and for the year ended 31 March 2015 has
been approved by the Board of Directors on 13 July 2018 and have been converted into figures
as per the Ind AS to align accounting policies, exemptions and disclosures as adopted by the
Company on its first time adoption of Ind AS as on 1 April 2016.

d) As at and for the year ended 31 March 2014: From the audited Consolidated financial
statements of the Group and its associate as at and for the year ended 31 March 2014, prepared
in accordance with the Accounting Standards as prescribed in Companies (Accounting
Standards) Rules, 2006, issued by the Central Government, and the relevant provisions of the
Companies Act, 1956. The Consolidated financial statements as at and for the year ended 31
March 2014 have also been prepared in accordance with the relevant provisions of the
companies Act, 2013 notified and to the extent applicable for the year ended 31 March 2014.
This Consolidated financial statement has been approved by the Board of Directors on 13 July
2018 and has been converted into figures as per the Ind AS to align accounting policies,
exemptions and disclosures as adopted by the Company on its first time adoption of Ind AS
as on 1 April 2016.

186
 The Restated Consolidated Financial Information mentioned in the 4(b), 4(c) and 4(d) above, as
at and for the year ended 31 March 2016, 31 March 2015 and 31 March 2014 are referred to as
“the Proforma Ind AS Restated Consolidated Financial Information” as per the Guidance Note.

5) The audit of the Consolidated financial statements of the Group and its associate for each of the
years ended 31 March 2018, 31 March 2015 and 31 March 2014 was conducted by us, B S R &
Associates LLP.

The audit of the Consolidated financial statements of the Group and its associate for each of the
year ended 31 March 2017 and 31 March 2016 was jointly conducted by B S R & Associates
LLP along with A. Ramachandra Rao & Co and accordingly reliance has been placed on the
financials information examined jointly by B S R & Associates LLP along with A. Ramachandra
Rao & Co for the said years. The financial report included for these years, i.e. 31 March 2017
and 31 March 2016 are based solely on the Reports submitted by B S R & Associates LLP jointly
with A. Ramachandra Rao & Co. Further, B S R & Associates LLP along with A. Ramachandra
Rao & Co. have also confirmed that the Restated Consolidated Financial Information for each of
the year ended 31 March 2017 and 31 March 2016:

a) have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as per
changed accounting policy for all the reporting years;

b) have been made after incorporating adjustments for the material amounts in the respective
financial years to which they relate; and

c) do not contain any exceptional items that need to be disclosed separately in the Restated
Consolidated Financial Information and do not contain any qualifications requiring
adjustments.

6) We did not audit the financial statements of certain subsidiaries incorporated outside India,
whose share of total assets, total revenues and net cash flows included in the Restated
Consolidated Financial Information is tabulated below. These financial statements have been
audited by other auditors duly qualified to act as auditors in those countries, whose reports have
been furnished to us by the Management of the Company. For the purposes of preparation of
consolidated financial statements, the aforesaid financial statements prepared under generally
accepted accounting principles (“GAAP”) of the respective countries have been converted by the
management of the said entities so that they conform to the Ind AS. We have audited these
conversion adjustments made by the Company’s Management. Our opinion, in so far as it relates
to the amounts and disclosures included in the Restated Consolidated Financial Information are
based solely on the audit reports of the other auditors (details furnished in Appendix I) and the
conversion adjustments prepared by the Management of the Company and audited by us.
(INR in millions)
Particulars 31 March 31 March 31 March 31 March 31 March
2018 2017 2016 2015 2014
Total assets 408.66 357.55 308.50 248.49 -
Revenues 532.08 300.60 193.37 65.45 -
Net cash (13.27) 17.38 (43.05) 73.60 -
inflows/
(outflow)

187
7) We did not audit the financial statements of one associate incorporated in India, whose Group’s
share of net profit included in the Restated Consolidated Financial Information is tabulated
below. These financial statements have been audited by another auditor whose reports have been
furnished to us by the Management of the Company and our opinion, in so far as it relates to the
amounts and disclosures included in the Restated Consolidated Financial Information is based
solely on the audit reports of the other auditor (details furnished in Appendix II).
(INR in millions)
Particulars 31 March 31 March 31 March 31 March 31 March
2018 2017 2016 2015 2014
Group’s shares - - - - -
of net profit

8) We did not audit the financial statements of one subsidiary and associate incorporated outside
India, whose share of total assets, total revenues and net cash flows (for the subsidiary) and the
Group’s share of net profit included in the Restated Consolidated Financial Information is
tabulated below. These financial statements are unaudited and have been furnished to us by the
Management and our opinion, in so far as it relates to the amounts and disclosures included in
the Restated Consolidated Financial Information are based solely on such unaudited financial
statements (details furnished in Appendix III). In our opinion and according to the information
and explanations given to us by the Management, the unaudited financial statements are not
material to the group.
(INR in millions)
Subsidiary
Particulars 31 March 31 March 31 March 31 March 31 March
2018 2017 2016 2015 2014
Total assets - - - - -*
Revenues - - - - -
Net cash inflows/ - - - - -
(outflow)
*below the rounding off norm adopted by the Group. The actual amount is INR 61.
Associate
Particulars 31 March 31 March 31 March 31 March 31 March
2018 2017 2016 2015 2014
Group’s shares of - - - - -
net profit

9) Based on our examination and in accordance with the requirements of Section 26 of Part I of
Chapter III of the Act, read with the ICDR Regulations and the Guidance Note, we report that:

a) The Restated Consolidated Statement of Assets and Liabilities of the Group and its associates
as at 31 March 2017 and 31 March 2016 examined and reported jointly by B S R & Associates
LLP along with A. Ramachandra Rao & Co. and on which reliance has been placed by us and
as at 31 March 2018, 31 March 2015 and 31 March 2014 examined and reported by us, as set
out in Annexure I to the Restated Consolidated Financial Information, have been arrived at
after making adjustments and regroupings/ reclassifications as in our opinion, were
appropriate and more fully described in Annexure V to the Restated Consolidated Financial
Information – Impact of adjustments to Consolidated audited financial statements.

188
b) The Restated Consolidated Statement of Profit and Loss of the of the Group and its associates
for each of the years ended 31 March 2017 and 31 March 2016 examined and reported jointly
by B S R & Associates LLP along with A. Ramachandra Rao & Co., and on which reliance
has been placed by us and for the year ended 31 March 2018, 31 March 2015 and 31 March
2014 examined and reported by us, as set out in Annexure II to the Restated Consolidated
Financial Information, have been arrived at after making adjustments and regroupings/
reclassifications as in our opinion, were appropriate and more fully described in Annexure V
to the Restated Consolidated Financial Information – Impact of adjustments to Consolidated
audited financial statements.

c) The Restated Consolidated Statement of Changes in Equity of the Group and its associates
for each of the years ended 31 March 2017 and 31 March 2016 examined and reported jointly
by B S R & Associates LLP along with A. Ramachandra Rao & Co., and on which reliance
has been placed by us and for the year ended 31 March 2018, 31 March 2015 and 31 March
2014 examined and reported by us, as set out in Annexure III to the Restated Consolidated
Financial Information, have been arrived at after making adjustments and regroupings/
reclassifications as in our opinion, were appropriate and more fully described in Annexure V
to the Restated Consolidated Financial Information – Impact of adjustments to Consolidated
audited financial statements.

d) The Restated Consolidated Statement of Cash Flows of the Group and its associates for each
of the years ended 31 March 2017 and 31 March 2016 examined and reported jointly by B S
R & Associates LLP along with A. Ramachandra Rao & Co., and on which reliance has been
placed by us and for the year ended 31 March 2018, 31 March 2015 and 31 March 2014
examined and reported by us, as set out in Annexure IV to the Restated Consolidated
Financial Information, have been arrived at after making adjustments and regroupings/
reclassifications as in our opinion, were appropriate and more fully described in Annexure V
to the Restated Consolidated Financial Information– Impact of adjustments to Consolidated
audited financial statements.

e) Based on the above and according to the information and explanation given to us, and also as
per the reliance placed on the reports submitted jointly by B S R & Associates LLP along with
A. Ramachandra Rao & Co. as referred to in Para 5 above, we further report that the Restated
Consolidated Financial Information:

(i) have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as
per changed accounting policy for all the reporting years;

(ii) have been made after incorporating adjustments for the material amounts in the respective
financial years to which they relate; and

(iii) do not contain any exceptional items that need to be disclosed separately in the Restated
Consolidated Financial Information and do not contain any qualifications requiring
adjustments.

189
10) We have also examined the following other Restated Consolidated Financial Information of the
Group and its associate as set out in the Annexures prepared by the Management and approved
by the Board of Directors on 13 July 2018, for each of the years ended 31 March 2018, 31 March
2017, 31 March 2016, 31 March 2015 and 31 March 2014. In respect of the years ended 31
March 2017 and 31 March 2016 reliance has also been placed upon the reports submitted jointly
by B S R & Associates LLP along with A. Ramachandra Rao & Co. as referred to in Para 5
above:
i. Impact of adjustments to audited Consolidated financial statements, as enclosed in
Annexure V;
ii. Basis of preparation and significant accounting policies as enclosed in Annexure VI;
iii. Notes to the Restated Consolidated Financial Information as enclosed in Annexure VII;
iv. Restated statement of details of terms and conditions of the non-current borrowing and
current borrowing as at 31 March 2018, as enclosed in Note 21 and 25 of Annexure VII;
v. Restated statement of related parties, related party transactions and related party balances,
as enclosed in Note 43 of Annexure VII;
vi. Restated statement of other income, as enclosed in VIII;
vii. Restated statement of dividend paid, as enclosed in Annexure IX;
viii. Restated statement of capitalisation, as enclosed in Annexure X;
ix. Restated statement of accounting ratios, as enclosed in Annexure XI;

According to the information and explanations given to us, and also as per the reliance placed on
the reports submitted jointly by B S R & Associates LLP along with A. Ramachandra Rao & Co.
as referred to in Para 5 above, in our opinion, the Restated Consolidated Financial Information
of the Company as at and for the year ended 31 March 2018 and 31 March 2017, including the
above mentioned other Restated Consolidated Financial Information contained in Annexures I
to XI, read with the significant accounting policies disclosed in Annexure VI, are prepared after
making adjustments and regroupings as considered appropriate as disclosed in Annexure V and
the Proforma Ind AS Restated Consolidated Financial Information of the Company as at and for
the years ended 31 March 2016, 31 March 2015 and 31 March 2014, contained in Annexures I
to XI, read with the significant accounting policies disclosed in Annexure VI, are prepared after
making adjustments and regroupings as considered appropriate (including Proforma Ind AS
adjustments) as disclosed in Annexure V and have been prepared in accordance with Section 26
of Part I of Chapter III of the Act read with the ICDR Regulations and the Guidance Note.

11) This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the
Consolidated financial statements referred to herein.

12) We have no responsibility to update our report for events and circumstances occurring after the
date of the report.

190
 13) Our report is intended solely for use of the Management for inclusion in the DRHP to be filed
with Securities and Exchange Board of India and Bombay stock exchange and National stock
exchange, where the equity shares are proposed to be listed and Registrar of Companies,
Hyderabad, Andhra Pradesh & Telangana in connection with the proposed issue of Equity
Shares of the Company. Our report should not be used, referred to or distributed for any other
purpose except with our prior consent in writing.

for B S R & Associates LLP

Chartered Accountants
ICAI Firm Registration Number: 116231W/ W-100024

Vikash Somani
Partner
Membership No. 061272

Place: Hyderabad
Date: 17 July 2018

191
Appendix 1
Details of subsidiaries incorporated outside India, included in the Company’s Consolidated
Financial Statements which were audited by their local auditors as at and for the years ended 31
March 2018, 31 March 2017, 31 March 2016 and 31 March 2015:
For the year
Name of the entity Auditors Name
ended
Dodla Holdings Pte. Limited Foo Kon Tan LLP Public Accountants and 31 March 2015
(Subsidiary), Singapore Chartered accountants
Rohan . Mah & Partners LLP, Chartered 31 March 2016
Accountants, Singapore
31 March 2017
31 March 2018
Lakeside Dairy Limited (Step Grant Thronton, Certified Public Accountants 31 March 2015
down Subsidiary), Uganda
31 March 2016
31 March 2017
31 March 2018
Dodla Dairy Kenya Limited Moses and Associates, Certified Public 31 March 2018
(Step down Subsidiary), Kenya Accountants (K)

Appendix II
Details of associate incorporated in India included in the Company’s Consolidated Financial
Statements which were audited by other auditors as at and for the years ended 31 March 2018, 31
March 2017 and 31 March 2016:
Name of the entity Name of auditors For the year ended
Global VetMed Concepts Bitla & Co, Chartered Accountants 31 March 2016
Private Limited 31 March 2017
31 March 2018

Appendix III

Details of associate and subsidiary incorporated outside India, included in the Company’s
Consolidated Financial Statements which were unaudited as at and for the years ended 31 March
2014:
Name of the entity Relationship For the year ended
Abyssinia Bharat Food Parks PLC, Associate 31 March 2014
Ethiopia
Dodla Singapore Pte Limited Subsidiary 31 March 2014

192
Dodla Dairy Limited

Annexure I
Restated Consolidated Statement of Assets and Liabilities (₹ in million)
As at 31 March
Note No. to
Particulars 2016 2015 2014
Annexure VII 2018 2017
Proforma Proforma Proforma
ASSETS
Non-current assets
Property, plant and equipment 4 3,173.62 2,530.00 1,777.31 1,353.46 745.06
Capital work-in-progress 4 160.42 299.11 365.20 49.78 187.36
Intangible assets 5 6.61 3.33 2.17 2.20 2.45
Biological assets other than bearer plants
Matured biological assets 6 20.34 17.68 12.89 5.52 -
Immatured biological assets 6 7.65 5.87 5.35 7.94 4.33
Financial assets
Investments 7 71.10 - - - 1.63
Loans 8 148.24 206.34 38.22 32.92 28.42
Other financial assets 9 - 0.50 - - -
Income tax assets 29 46.19 43.54 44.16 0.44 10.59
Other non-current assets 10 110.40 170.34 362.02 271.23 251.07
Total non-current assets 3,744.57 3,276.71 2,607.32 1,723.49 1,230.91

Current assets
Inventories 11 1,340.83 851.96 904.33 1,424.30 482.48
Financial assets
Investments 12 598.49 683.54 637.10 609.72 925.60
Trade receivables 13 36.05 14.28 20.37 16.06 6.49
Loans 14 67.00 12.50 12.50 - -
Cash and cash equivalents 15 (a) 139.17 111.62 118.19 183.84 428.12
Bank balances other than above 15 (b) 0.70 - - 2.41 -
Derivatives 16 - 4.88 11.28 11.27 12.07
Other financial assets 17 1.63 1.39 1.30 25.58 73.43
Other current assets 18 79.23 300.48 39.05 56.79 78.60
Total current assets 2,263.10 1,980.65 1,744.12 2,329.97 2,006.79
Total assets 6,007.67 5,257.36 4,351.44 4,053.46 3,237.70

EQUITY AND LIABILITIES

Equity
Equity share capital 19 32.75 32.75 32.75 32.75 32.75
Other equity 20 3,364.84 2,808.05 2,378.21 1,963.74 1,874.57
Equity attributable to owners of the Company 3,397.59 2,840.80 2,410.96 1,996.49 1,907.32
Non-controlling interest - - - - -
Total equity 3,397.59 2,840.80 2,410.96 1,996.49 1,907.32

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 21 222.50 315.00 323.79 80.92 126.82
Deferred tax liabilities (net) 22 189.72 100.25 70.73 91.02 89.38
Government grants 23 34.52 14.46 15.91 3.45 3.67
Provisions 24 68.88 88.67 52.94 38.97 18.44
Total non-current liabilities 515.62 518.38 463.37 214.36 238.31

Current liabilities
Financial liabilities
Borrowings 25 943.13 968.37 707.27 1,132.15 390.14
Trade payables 26 631.51 514.66 439.17 435.60 311.55
Other financial liabilities 27 317.82 244.77 186.90 126.76 292.46
Government grants 23 2.86 1.46 1.46 0.22 0.22
Provisions 28 16.15 8.38 5.59 4.34 2.41
Current tax liabilities 29 132.74 112.46 99.22 116.70 77.45
Other current liabilities 30 50.25 48.08 37.50 26.84 17.84
Total current liabilities 2,094.46 1,898.18 1,477.11 1,842.61 1,092.07
Total liabilities 2,610.08 2,416.56 1,940.48 2,056.97 1,330.38
Total equity and liabilities 6,007.67 5,257.36 4,351.44 4,053.46 3,237.70

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to consolidated audited financial statements in Annexure V and notes to the Restated Consolidated Financial
Information in Annexure VII.
As per our report of even date attached
for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

193
Dodla Dairy Limited

Annexure II
Restated Consolidated Statement of Profit and Loss (₹ in million)
For the year ended 31 March
Note No. to
Particulars 2016 2015 2014
Annexure VII 2018 2017
Proforma Proforma Proforma

Revenue from operations 31 15,904.75 14,400.44 12,009.01 10,248.81 8,419.19

Other income 32 65.38 73.26 60.06 84.69 69.21
Total income 15,970.13 14,473.70 12,069.07 10,333.50 8,488.40

Expenses
Cost of materials consumed 33 12,744.26 11,155.78 8,925.43 9,290.16 6,345.07
Purchases of stock-in-trade - - 27.46 26.62 2.16
Changes in inventories of finished goods, stock-in-trade and work-in-progress 34 (427.22) 198.53 284.50 (885.34) 479.73
Employee benefits expense 35 649.79 549.93 489.14 363.00 268.50
Depreciation and amortisation expense 36 268.56 190.35 159.47 118.70 47.97
Finance costs 37 99.70 78.04 108.17 82.78 36.71
Other expenses 38 1,824.28 1,620.54 1,323.68 1,169.23 917.87
Total expenses 15,159.37 13,793.17 11,317.85 10,165.15 8,098.01

Profit before tax 810.76 680.53 751.22 168.35 390.39

Income tax expense

-Current tax 39 186.04 184.27 242.25 54.00 127.54
-Deferred tax 39 81.37 30.95 (19.34) 1.07 9.40
Total tax expense 267.41 215.22 222.91 55.07 136.94

Profit for the year (A) 543.35 465.31 528.31 113.28 253.45

Other comprehensive income

Items that will be reclassified subsequently to the statement of profit or loss
Foreign currency translation reserve (2.78) (32.77) (13.50) (25.18) -
Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation 23.40 (4.13) (2.75) 1.64 1.58
Income tax relating to these items 39 (8.10) 1.43 0.95 (0.57) (0.55)
Other comprehensive income for the year (B) 12.52 (35.47) (15.30) (24.11) 1.03

Total comprehensive income for the year (A+B) 555.87 429.84 513.01 89.17 254.48

Profit attributable to:

Owners of the Company 543.67 465.31 528.31 113.28 253.45
Non-controlling interest (0.32) - - - -
Profit for the year 543.35 465.31 528.31 113.28 253.45

Other comprehensive income attributable to:

Owners of the Company 12.52 (35.47) (15.30) (24.11) 1.03
Non-controlling interest - - - - -
Other comprehensive income for the year 12.52 (35.47) (15.30) (24.11) 1.03

Total comprehensive income attributable to:

Owners of the Company 556.19 429.84 513.01 89.17 254.48
Non-controlling interest (0.32) - - - -
Total comprehensive income for the year 555.87 429.84 513.01 89.17 254.48

Earnings per share (nominal value of ₹ 10 each) 42

Basic [in ₹] 166.02 142.09 161.33 34.59 77.39
Diluted [in ₹] 166.02 142.09 161.33 34.59 77.39
Weighted average number of equity shares used in computing earnings per share:
-Basic 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
-Diluted 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to consolidated audited financial statements in Annexure V and notes to the Restated Consolidated Financial
Information in Annexure VII.
As per our report of even date attached
for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

194
Dodla Dairy Limited

Annexure III
Restated Consolidated Statement of Changes in Equity (₹ in million)
Other equity
Total equity
Reserves and surplus Attributable to
Equity share attributable to
Particulars Capital Share options non-controlling Total
capital Securities Retained owners of the
redemption FCTR outstanding interest
premium earnings Company
reserve account
Balance as at 01 April 2013 Proforma 32.75 12.00 1,092.25 - 515.84 - 1,652.84 - 1,652.84
Profit for the year - - - - 253.45 - 253.45 - 253.45
Remeasurement of the net defined benefit obligation, net of tax effect - - - - 1.03 - 1.03 - 1.03
Foreign currency translation reserve - - - - - - - - -
Balance as at 31 March 2014 Proforma 32.75 12.00 1,092.25 - 770.32 - 1,907.32 - 1,907.32

Other equity
Total equity
Reserves and surplus Attributable to
Equity share attributable to
Particulars Capital Share options non-controlling Total
capital Securities Retained owners of the
redemption FCTR outstanding interest
premium earnings Company
reserve account
Balance as at 01 April 2014 Proforma 32.75 12.00 1,092.25 - 770.32 - 1,907.32 - 1,907.32
Profit for the year - - - - 113.28 - 113.28 - 113.28
Remeasurement of the net defined benefit obligation, net of tax effect - - - - 1.07 - 1.07 - 1.07
Foreign currency translation reserve - - - (25.18) - - (25.18) - (25.18)
Balance as at 31 March 2015 Proforma 32.75 12.00 1,092.25 (25.18) 884.67 - 1,996.49 - 1,996.49

Other equity
Total equity
Reserves and surplus Attributable to
Equity share attributable to
Particulars Capital Share options non-controlling Total
capital Securities Retained owners of the
redemption FCTR outstanding interest
premium earnings Company
reserve account
Balance as at 01 April 2015 Proforma 32.75 12.00 1,092.25 (25.18) 884.67 - 1,996.49 - 1,996.49
Profit for the year - - - - 528.31 - 528.31 - 528.31
Remeasurement of the net defined benefit obligation, net of tax effect - - - - (1.80) - (1.80) - (1.80)
Interim dividend on equity shares [₹ 25 per share] and dividend distribution
tax thereon - - - - (98.54) - (98.54) - (98.54)
Foreign currency translation reserve - - - (13.50) - - (13.50) - (13.50)
Balance as at 31 March 2016 Proforma 32.75 12.00 1,092.25 (38.68) 1,312.64 - 2,410.96 - 2,410.96

Other equity
Total equity
Reserves and surplus Attributable to
Equity share attributable to
Particulars Capital Share options non-controlling Total
capital Securities Retained owners of the
redemption FCTR outstanding interest
premium earnings Company
reserve account
Balance as at 01 April 2016 32.75 12.00 1,092.25 (38.68) 1,312.64 - 2,410.96 - 2,410.96
Profit for the year - - - - 465.31 - 465.31 - 465.31
Remeasurement of the net defined benefit obligation, net of tax effect - - - - (2.70) - (2.70) - (2.70)
Foreign currency translation reserve - - - (32.77) - - (32.77) - (32.77)
Balance as at 31 March 2017 32.75 12.00 1,092.25 (71.45) 1,775.25 - 2,840.80 - 2,840.80

Other equity
Total equity
Reserves and surplus Attributable to
Equity share attributable to
Particulars Capital Share options non-controlling Total
capital Securities Retained owners of the
redemption FCTR outstanding interest
premium earnings Company
reserve account
Balance as at 01 April 2017 32.75 12.00 1,092.25 (71.45) 1,775.25 - 2,840.80 - 2,840.80
Capital infused by non-controlling interest in the subsidiary - - - - - - - 0.32 0.32
Profit for the year - - - - 543.67 - 543.67 (0.32) 543.35
Remeasurement of the net defined benefit obligation, net of tax effect - - - - 15.30 - 15.30 - 15.30
Employee share based payment expense - - - - - 0.60 0.60 - 0.60
Foreign currency translation reserve - - - (2.78) - - (2.78) - (2.78)
Balance as at 31 March 2018 32.75 12.00 1,092.25 (74.23) 2,334.22 0.60 3,397.59 - 3,397.59

Note 1: The Board of Directors of the Holding Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing shareholders of the Holding Company. The proposal of the Board of Directors was approved by the
Shareholders of the Holding Company in their Annual General Meeting held on 17 July 2018.

Note 2: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to consolidated audited financial statements in Annexure V and notes to the Restated Consolidated Financial Information in Annexure VII.

As per our report of even date attached

for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

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Dodla Dairy Limited

Annexure IV
Restated Consolidated Statement of Cash Flows (₹ in million)

Particulars For the year ended 31 March

2016 2015 2014
2018 2017
Proforma Proforma Proforma
Cash flows from operating activities
Profit before tax 810.76 680.53 751.22 168.35 390.39
Adjustments for:
Depreciation and amortisation expense 268.56 190.35 159.47 118.70 47.97
Gain on fair valuation of biological assets (9.82) (8.95) (8.39) (6.25) (1.68)
Net loss on sale/ retirement of property, plant and equipment 6.19 17.47 1.68 0.41 1.20
Net loss on sale/ retirement of biological assets 3.67 2.59 0.71 0.28 -
Interest income (3.31) (3.46) (2.95) (5.16) (16.26)
Finance costs 99.70 78.04 108.17 82.78 36.71
Dividend income from investment in mutual funds (3.90) (19.56) (23.03) (29.49) (14.12)
Employee share based payment expenses 0.60 - - - -
Net profit on sale of current investments (0.82) (3.73) (1.94) (5.15) (1.38)
Profit on sale of investments in associate - - - (0.55) -
Fair value gain on financial assets measured at fair value through profit and loss, net (32.51) (26.83) (11.57) (27.99) (16.23)
Government grants income (4.32) (1.88) (1.30) (0.22) (0.22)
Reversal of provision for doubtful debts - - (17.95) 1.75 -
Provision for other than temporary diminution in the value of non-current investments - - 38.67 - -
Unrealised foreign exchange (gain)/ loss, net (0.34) (1.15) (1.66) (6.56) (3.53)
1,134.46 903.42 991.13 290.90 422.85
Change in operating assets and liabilities
(Increase)/ decrease in trade receivables (21.75) 4.99 (4.96) (10.02) 9.24
(Increase)/ decrease in inventories (488.92) 50.67 519.27 (943.01) 273.40
(Increase) decrease in loans and other financial assets (0.47) (12.26) (9.84) 37.15 (57.19)
Decrease/ (increase) in other current and non-current assets 224.35 (263.75) 9.12 (52.85) 7.93
Increase in trade payables and other financial liabilities 169.48 100.33 45.48 142.55 42.18
Increase in employee benefit obligations 11.38 34.39 12.47 24.10 6.55
Increase/ (decrease) in other current and non-current liabilities 2.17 10.58 10.66 9.00 (0.82)
Cash generated from operations 1,030.70 828.37 1,573.33 (502.18) 704.14
Income taxes paid, net (169.74) (218.64) (341.99) (15.94) (113.44)
Net cash generated from/ (used in) operating activities 860.96 609.73 1,231.34 (518.12) 590.70

Cash flows from investing activities

Payments for property, plant and equipment and intangible assets (717.33) (802.39) (947.39) (599.94) (561.59)
Proceeds from sale of property, plant and equipment and intangible assets 4.14 3.67 2.47 1.54 3.52
Proceeds from sale of biological assets 1.71 1.05 2.90 0.13 -
Purchase of biological assets - - - (3.29) (2.65)
Capital infused by non-controlling interest in the subsidiary 0.32 - - - -
Purchase of shares in associate - - (17.67) - -
Proceeds from sale of investment in associate - - - 2.18 -
Redemption of/ (investment in) inter corporate deposit - - - 55.00 (55.00)
Investment made in Dodla Milk Processing Plc - Ethiopia - - - - (14.74)
Refund of share application money pending allotment - Dodla Milk Processing Plc - Ethiopia - - 12.44 - -
Purchase of mutual funds (445.57) (260.88) (346.20) (934.49) (1,143.12)
Proceeds from sale of mutual funds 492.85 245.00 332.33 1,283.51 1,212.39
Interest/ dividend received 6.97 22.93 25.73 37.29 27.14
Deposits (placed)/ matured (having original maturity of more than three months) (0.20) (0.50) 2.41 (2.41) 4.44
Net cash used in investing activities (657.11) (791.12) (932.98) (160.48) (529.61)

Cash flows from financing activities

Receipt of long term borrowings from banks - 70.00 300.00 - 205.00
Repayment of long term borrowings to banks (72.82) (54.07) (44.24) (231.09) (86.37)
Receipt of government grant 25.78 0.43 15.00 - -
(Repayment)/ receipt of short term borrowings, net (250.00) 275.00 (421.50) 381.50 50.00
Dividend paid (including dividend distribution tax) - - (98.54) - -
Finance costs paid (103.81) (99.64) (108.59) (74.64) (28.92)
Net cash (used in)/ generated from financing activities (400.85) 191.72 (357.87) 75.77 139.71

Net (decrease)/ increase in cash and cash equivalents (197.00) 10.33 (59.51) (602.83) 200.80
Cash and cash equivalents at the beginning of the financial year (231.75) (239.08) (176.81) 427.98 227.18
Effect of exchange rate fluctuations on cash held (0.21) (3.00) (2.76) (1.96) -
Cash and cash equivalents at end of the year (428.96) (231.75) (239.08) (176.81) 427.98

Cash and cash equivalents as per above comprise of the following:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Cash on hand 15.03 20.30 13.24 12.65 44.82

Balances with banks
-in current accounts 74.14 91.32 104.95 161.80 310.18
-in deposit accounts (with original maturity of less than three months) 50.00 - - 9.39 73.12
Cash credit and overdraft balances (568.13) (343.37) (357.27) (360.65) (0.14)
Balances as per statement of cash flows (428.96) (231.75) (239.08) (176.81) 427.98

Effective 1 April 2017, the Group adopted the amendment to Ind AS 7, which require the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including
both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to meet the disclosure
requirement. The adoption of the amendment did not have any material impact on the financial statements.
Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to consolidated audited financial statements in Annexure V and notes to the Restated Consolidated Financial Information in
Annexure VII.

for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

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Dodla Dairy Limited

Annexure V - Impact of adjustments to consolidated audited financial statements

i. Material restatement adjustments and Proforma Ind AS adjustments

Summarised below are the restatement adjustments made to the audited financial statements for the year ended 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014 and their impact on the profit of the
Group:
(₹ in million)
For the year ended 31 March
Note No.
Particulars 2016 2015 2014
of iii below 2018 2017
Proforma Proforma Proforma
Net profit after tax as per audited financial statements prepared under previous GAAP Not applicable* Not applicable* 359.28 133.16 275.72
Proforma Ind AS adjustments
Government grants recognised as deferred income a 1.68 1.08 - -
Changes in fair value of biological assets b 1.57 (0.12) 0.21 (0.09)
Investment in mutual funds recognised at fair value c 15.20 (10.19) 14.22 1.50
Deferred tax on above adjustment d (6.24) 8.40 (5.00) (0.49)
Remeasurement of the net defined benefit obligation recognised in other comprehensive income e 2.70 1.80 (1.07) (1.03)
Total impact on Ind AS adjustments Not applicable* Not applicable* 0.97 8.36 (0.11)
Other comprehensive income net of taxes e Not applicable* Not applicable* (15.30) (24.11) 1.03
Total comprehensive income as per Ind AS 583.33 417.98 344.95 117.41 276.64

Material adjustments on account of restatement

MAT credit written off g - - 41.21 (41.21) -
Depreciation and amortisation f - - - 12.72 (1.28)
Deferred tax charge in respect of earlier years g (30.50) 9.61 15.69 7.46 (0.71)
Current tax for earlier years g - - 97.54 (4.98) (29.33)
Interest on income tax h 3.04 2.25 13.62 (7.20) (6.63)
Provision for doubtful advances i - - - 14.33 23.48
Total (27.46) 11.86 168.06 (18.88) (14.47)
Deferred tax impact on material adjustments on account of restatement j - - - (9.36) (7.69)
Total impact of the adjustments (27.46) 11.86 168.06 (28.24) (22.16)
Net profit after tax as restated 555.87 429.84 513.01 89.17 254.48
Note: To be read together with summary of significant accounting policies in Annexure VI and notes to the Restated Consolidated Financial Information in Annexure VII.
*The financial statements of the Group and its associate as at and for the years ended 31 March 2018 and 31 March 2017 (being the comparative period for the year ended 31 March 2018) have been prepared in accordance with Indian
Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the 'Act') and other relevant provisions of the Act. Hence, proforma Ind AS
adjustments are not applicable for the financial years ended 31 March 2018 and 31 March 2017.

ii Material restatement adjustments and Proforma Ind AS adjustments made in the audited opening balance of total equity as at 1 April 2013
(₹ in million)
As at
Note No.
Particulars 01 April 2013
of iii below
Proforma
Total equity as per previous GAAP 1,740.66

Proforma Ind AS adjustments

Investment in mutual funds recognised at fair value c 21.78
Deferred tax on above adjustment d (7.54)

Total impact of Ind AS adjustments 14.24

Material adjustments on account of restatement
Depreciation and amortisation f (11.44)
Deferred tax charge in respect of earlier years g (1.55)
Current tax for earlier years g (63.23)
Interest on income tax h (5.08)
Provision for doubtful advances i (37.81)
Total (119.11)
Deferred tax impact on material adjustments on account of restatement j 17.05
Total impact of the adjustments (87.82)
Total equity as restated 1,652.84

Figures in brackets represent decrease in total equity.

iii) Proforma Ind AS adjustments and other material adjustments on account of restatement

a. Government grants
The Group has received government grants against the capital expenditure incurred. Under the previous GAAP, the aforesaid grants were carried under capital reserve. Under Ind AS, government grants received against depreciable assets
shall be credited to the statement of profit and loss over the useful life of the respective assets. The impact as at the date of transition has been adjusted through retained earnings.
b. Biological assets
Under the previous GAAP, biological assets were measured at cost. Ind AS requires all biological assets to be measured on each reporting date at their respective fair values with the fair value changes being recognised in the statement of
profit and loss. The impact as at the date of transition has been adjusted through retained earnings.
c. Investments
Under the previous GAAP, investments in mutual funds were classified as non-current investments or current investments based on the intended holding period and realisability. Non-current investments were carried at cost less provision
for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes
of these investments have been recognised in retained earnings as at the date of transition.
d. Deferred tax
The deferred tax impact of the above Ind AS adjustments has been considered based on the tax laws.
e. Other comprehensive income
Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss
but are shown in the statement of profit and loss as 'other comprehensive income' includes re-measurements of defined benefit plans, net of its tax impact. The concept of other comprehensive income did not exist under previous GAAP.
f. Depreciation and amortisation
The carrying amount of fixed assets whose useful life as on 1 April 2014 had been completed as per Schedule II to the Companies Act 2013 was adjusted in the statement of profit and loss for the year ended 31 March 2015. Depreciation
as per the transitional provision, has been adjusted to the respective years to effect the difference in the useful life.
g. Deferred tax and current tax - pertaining to earlier years and reversal of MAT credit
Based on assessment by Income-tax authorities for certain years, the Group has accounted tax for earlier years. As these were relating to earlier years, the same has been accounted for in the financial year to which the amount relates to.
Tax to the extent pertaining to the period before 31 March 2013 has been adjusted to the opening reserves as at 1 April 2013. Similarly the MAT credit reversed in the subsequent year has been adjusted in the year in which the MAT
credit was recognised.

Further in respect of one subsidiary, in the earlier years, the Group has recognised deferred tax asset only to the extent of deferred tax labilities in the absence of convincing evidence of future taxable profits. Deferred tax asset was
recognised in full during the year ended 31 March 2018 with respect to the aforementioned subsidiary. As they relate to earlier years, the same has been accounted for in the financial year to which the amount relates to.

h. Interest on income tax

Based on assessment by Income-tax authorities for certain years, the Group has computed and accounted interest for earlier years pertaining to the tax for earlier years as stated in note g above. As these were relating to earlier years, the
same has been accounted for in the financial year to which the amount relates to.
i. Provision for doubtful advances
Provision for doubtful advances given to Global VetMed Concepts Private Limited were adjusted in arriving at the profits for the years in which advances were given irrespective of the year in which the event triggering the profit or loss
has occurred.
j. Deferred tax impact on adjustments
The deferred tax impact of the aforesaid material adjustments has been considered based on the tax laws.

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Annexure V - Impact of adjustments to consolidated audited financials (continued)

(iv) Non-adjusting items

In addition to the audit opinion on the consolidated financial statements, the auditors were required to comment upon the matters included in the Companies (Auditor’s Report) Order, 2015 (“the CARO 2015 Order”) issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act on the consolidated financial statements of the Company as at and for the financial years ended 31 March 2015. Certain statements/ comments
included in audit opinion on the consolidated financial statements and the CARO 2015 Order, which do not require any adjustments in the Restated Consolidated Financial Information are reproduced below in respect of the
financial statements presented.

Financial Year: 2013-14

Audit qualification in respect of financial statements of Dodla Dairy Limited

a) During the year 2013-14, the Company purchased raw materials from Global VetMed Concepts Private Limited (GVC) amounting to ₹ 0.62 million and sold goods to GVC amounting to ₹ 7.58 million in which Mr. D. Sunil
Reddy, Managing Director is a Director. The said transactions were covered under Section 297 of the Companies Act, 1956 and in respect of which prior approval of the Central Government, as envisaged under that section, has
not been obtained.

b) During the period from 1 April 2013 to 11 September 2013, the Company has given loans aggregating ₹ 47.13 million and recovered an amount of ₹ 34.13 million from Dodla Engineering (Partnership Firm) in which Mr. D.
Sunil Reddy, Managing Director and Mr. D. Sesha Reddy, Chairman are partners. Such loans are covered under Section 295 of the Companies Act, 1956 and in respect of which prior approval of the Central Government, as
envisaged under that section, has not been obtained. Further in respect of the said loan, the Company further paid an amount of ₹ 13.00 million during the period 12 September 2013 to 31 March 2014 .The loan was fully recovered
by 31 March 2014. According to the sub-section 1 of the Section 185 of the Companies Act, 2013, which was applicable from 12 September 2013, no Company shall give any loan to parties in which Directors are interested.

Financial Year: 2014-15

Audit qualification in respect of financial statements of Dodla Dairy Limited

a) During the period from 1 April 2013 to 11 September 2013, the Company has given loans aggregating ₹ 47.13 million and recovered an amount of ₹ 34.13 million from Dodla Engineering (Partnership Firm) in which Mr. D.
Sunil Reddy, Managing Director and Mr. D. Sesha Reddy, Chairman are partners. Such loans are covered under Section 295 of the Companies Act, 1956 and in respect of which prior approval of the Central Government, as
envisaged under that section, has not been obtained. Further in respect of the said loan, the Company further paid an amount of ₹ 127.00 million during the period 12 September 2013 to 31 March 2015. The loan was fully
recovered by 31 March 2015. According to sub-section 1 of Section 185 of the Companies Act, 2013, which was applicable from 12 September 2013, no Company shall give any loan to parties in which Directors are interested.

CARO 2015 Order

We have made the following comments in terms with the requirements of the CARO 2015 Order, issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies Act, 2013 of India for
financial year 2014-15.

Clause (iv)
In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company’s specialised requirements and
similarly certain services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with
the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and sale of goods and services, except that, the internal control system for purchase of fixed assets with respect to
documenting the justification for not obtaining alternative quotations needs to be strengthened further. In our opinion, there is continuing failure to correct a major weakness in the internal control system with regard to purchase of
fixed assets.

Clause (vii) (a) and (b)

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including
Provident Fund, Employees’ State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax and other material statutory dues have generally been regularly deposited during the
year by the Company with the appropriate authorities though there has been a slight delay in a few cases. As explained to us, the Company did not have any dues on account of Cess.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of
Excise, Value added tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except for an amount of ₹ 2.61 million due towards Sales tax
which has been outstanding for more than six months.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise and Value added tax which
have not been deposited by the Company on account of any disputes. The Company however disputes the following dues of Income-tax:

Amount in ₹ Period to which the

Name of the statute Nature of dues Forum where dispute is pending
million * amount relates
1.68
Income-tax Act, 1961 Income tax and interest thereon AY 2008-09 Deputy Commissioner of Income Tax Hyderabad Circle 1(2)
(0.69)

Income-tax Act, 1961 Income tax and interest thereon 30.37 AY 2012-13 Commissioner of Income Tax (Appeals) V

* Amount in parenthesis represents amount paid under protest.

Financial Year: 2015-16

Emphasis of matter in respect of financial statements of Lakeside Dairy Limited

Lakeside Dairy Limited's total liabilities exceeded its total assets. However, the financial statements were prepared on a going concern basis on the assumption that continued financial support will be provided by the shareholders.

Financial Year: 2016-17

Reporting under section 143(3) of the Companies Act, 2013 - Clause (a), (b), (e) and (h)(iv) for Dodla Dairy Limited

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except as discussed under para (iv) of clause para (iv) of clause (h)
below;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except as discussed under para (iv) of clause para (iv) of clause (h) below;
e) the matter described under para (iv) of clause (h) below, in our opinion, may have an adverse effect on the functioning of the Company;
h) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. The Management has
obtained an opinion from an independent legal counsel and is of the view that the cash collected in specified bank notes in the normal course of the business is covered under the ambit of exemption provided under clause (d) of the
notification S.O.3408(E) dated 8 November 2016 issued by the Ministry of Finance, allowing the use of specified bank notes for purchase at milk booths operating under authorisation of the Central or State Governments until 15
December 2016 (originally 11 November 2016, amended by notifications issued from time to time). However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance
with books of account maintained by the Company and as produced to us by the Management.

Going concern issues in respect of financial statements of Lakeside Dairy Limited

Lakeside Dairy Limited’s current liabilities exceeded its total assets by USh (614,544) thousand, total liabilities exceeded its total assets by USh (615,337) thousand and Lakeside Dairy Limited had accumulated losses of USh
(4,340,407) thousand. These events or conditions indicate that a uncertainty exists that may cast doubt on the Lakeside Dairy Limited’s ability to continue as a going concern. However, management is of the view that Lakeside
Dairy Limited will be able to meet its obligations from its operations and should there be a need, the Board of Directors undertake that they will be able to continue procuring funds to meet the needs of the company and accordingly
the financial statements have been prepared on a going concern basis.

(v) Regrouping
Figures have been regrouped/ reclassified for the consistency of presentation.

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Notes to the Restated Consolidated Financial Information

Annexure VI - Basis of preparation and significant accounting policies

1 Reporting entity
Dodla Dairy Limited (‘the Company’) was incorporated on 15 May 1995. The Registered office of the Company is situated at 8-2-293/82/A/270-Q, Road No. 10-C, Jubilee hills, Hyderabad. These
consolidated financial statements comprise the Company and its subsidiaries (referred to collectively as the ‘Group’) and the Group’s interest in associates. The Group is in the business of processing/
production of milk and production of milk products.

2 Basis of preparation
A. Statement of compliance
The Restated Consolidated Financial Information of the Group and its associates have been specifically prepared for inclusion in the document to be filed by the Company with the Securities and
Exchange Board of India (“SEBI”) in connection with the proposed Initial Public Offering ('IPO') of equity shares of the Company (referred to as the "Issue"). The Restated Consolidated Financial
Information consist of the Restated Consolidated Summary Statement of Assets and Liabilities of the Group and associates as at 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015
and 31 March 2014, the Restated Consolidated Summary Statement of Profit and Loss, the Restated Consolidated Summary Statement of Cash Flow and the Restated Consolidated Summary
Statement of Changes in Equity for the years ended 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014 and Annexures VI to XI thereto (hereinafter collectively
referred to as “the Restated Consolidated Financial Information”).
The Restated Consolidated Financial Information has been prepared to comply in all material respects with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013 ('the
Act') read with applicable provisions within Rules 4 to 6 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 ('the Rules') and the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations 2009 notified by SEBI on August 26, 2009, as amended from time to time in pursuance to the provisions of Securities and Exchange Board
of India Act, 1992 (“the ICDR Regulations”). The Act and the ICDR Regulations require the information in respect of the assets and liabilities and profits and losses of the Group and associates
for each of the five years immediately preceding the issue of the Prospectus.
These Restated Consolidated Financial Information were approved by the Board of Directors of the Company in their meeting held on 17 July 2018.
The Restated Consolidated Financial Information of the Group have been prepared and presented under the historical cost convention as follows:
a. As at and for the years ended 31 March 2018 and 31 March 2017: From the audited consolidated financial statements of the Group and its associate as at and for the year ended 31 March 2018,
prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules 2015,
Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and other relevant provisions of the Act and as at and for the year ended 31 March 2017, in accordance with Ind AS being the
comparative period for the year ended 31 March 2018, which have been approved by the Board of Directors on 13 July 2018.
b. As at and for the year ended 31 March 2016: From the audited consolidated financial statements of the Group and its associate as at and for the year ended 31 March 2016 prepared in
accordance with Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the
Companies Act, 2013, which has been approved by the Board of Directors on 10 August 2016 and which has been converted into figures as per the Ind AS to align accounting policies, exemptions
and disclosures as adopted for the preparation of the first Ind AS financial statements for the year ended 31 March 2018.
c. As at and for the year ended 31 March 2015 and 31 March 2014: From the audited special purpose consolidated financial statements of the Group and its associate as at and for the year ended
31 March 2015 and 31 March 2014, prepared in accordance with Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013, which has been approved by the Board of Directors on 13 July 2018 and which have been converted into figures
as per the Ind AS to align accounting policies, exemptions and disclosures as adopted for the preparation of the first Ind AS financial statements for the year ended 31 March 2018.
The Restated Consolidated Financial Information as at and for the years ended 31 March 2016, 31 March 2015 and 31 March 2014 are referred to as "the Proforma Ind AS Restated Consolidated
Financial Information".

For the preparation of Proforma Ind AS financial statements as at and for the year ended 31 March 2016, 31 March 2015 and 31 March 2014 which were prepared under previous generally
accepted accounting principles followed in India (Previous GAAP) and based on the SEBI circular SEBI/HO/CFD/DIL/CIR/P/2016/47 dated 31 March 2016, following accounting policy choices/
restatements were made:
i. Ind AS transition adjustments and accounting policy choices as initially adopted on 1 April 2016 were effected from 1 April 2013 for the preparation of Proforma Ind AS financial information;
ii. Opening balance sheet was restated to recognise all assets and liabilities whose recognition is required by Ind AS;
iii. All mandatory exceptions and optional exemptions available under Ind AS 101 were analysed on case to case basis for the first-time adoption and restatement adjustments were made
accordingly. Refer note 53 for the list of mandatory and optional exemptions availed by the Group.
iv. In accordance with Ind AS 101, the Group has opted for optional exemption for not applying retrospectively accounting principles of Ind AS 103 for business combinations that occurred before
the transition date (i.e. 1 April 2013) and accordingly not to apply Ind AS 103 for business combinations that have occurred between the period 1 April 2013 and 31 March 2016;
v. In accordance with Ind AS 101, Group has elected to continue with the carrying values under the previous GAAP to measure all the items of property, plant and equipment. Accordingly, the
same accounting policy choice has been followed as at 1 April 2013 for the purpose of measuring property plant and equipment.

Therefore, the accounting policies set out elsewhere in this document should be read along with the approach adopted for the preparation of the financial information as set out in (i) to (v) above.

The Restated Consolidated Financial Information are prepared by applying uniform accounting policies for similar transactions and other events in similar circumstances across the Group and its
associates. The accounting policies have been consistently applied by the Group and its associates.

The Restated Consolidated Financial Information have been prepared so as to contain information/ disclosures and incorporating adjustments set out below in accordance with the SEBI
Regulations:
(a) Adjustments, if any, for audit qualification requiring corrective year adjustment in the financial statements;
(b) Adjustments for the material amounts in respective years to which they relate, if any;
(c) Adjustments for previous years identified and adjusted in arriving at the profits of the years to which they relate irrespective of the year in which the event triggering the profit or loss occurred,
if any;
(d) Adjustments to the profits or losses of the earlier years and of the year in which the change in the accounting policy has taken place is recomputed to reflect what the profits or losses of those
years would have been if a uniform accounting policy was followed in each of these years, if any;
(e) Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the audited financial statements of
the Group as at and for the year ended 31 March 2018 and the requirements of the SEBI Regulations, if any;
(f) The resultant impact of deferred tax due to the aforesaid adjustments, if any.

B. Functional and presentation currency

These Restated Consolidated Financial Information are presented in Indian Rupees (₹), which is also the Company's functional currency. All amounts have been rounded-off to the nearest millions
with two decimals except for earnings per share details and where not mentioned otherwise.

C. Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, except for the following items:
Items Measurement basis
Certain financial assets and liabilities Fair value
Biological assets Fair value less cost to sell
Shared-based payments Fair value
Net defined benefit (asset)/ liability Fair value of plan assets less present value of defined

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Annexure VI - Basis of preparation and significant accounting policies (continued)

2 Basis of preparation (continued)

D. Use of estimates and judgements

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is included in the
following notes:
- Note 38(i) - leases: whether an arrangement contains a lease and lease classification.
Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 31 March 2019 is included in the following notes:

- Note 6 - determining the fair value of biological assets on the basis of significant unobservable inputs;
- Note 24 - measurement of defined benefit obligations: key actuarial assumptions;
- Note 40 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources;
- Note 3(a) - useful life of property, plant and equipment
- Note 48 - impairment of financial assets
- Note 52 - business combination

E. Measurement of fair values

Certain accounting policies and disclosures of the Group require the measurement of fair values, for both financial and non financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability falls into the
different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the
entire measurement.
Further information about the assumptions made in the measuring fair values is included in the following notes:
- Note 6 - Biological assets other than bearer plants
- Note 48(b) - Financial instruments
- Note 19(e) - Share based payment arrangement

F. Current versus non-current classification

All assets and liabilities are classified into current and non-current.
An asset is classified as current when it satisfies any of the following criteria:
• It is expected to be realised or intended to be sold or consumed in Group's normal operating cycle;
• It is held primarily for the purpose of trading;
• It is expected to be realised within twelve months after the reporting period; or
• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.
Apart from the above, current assets also include the current portion of non-current financial assets. All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

• It is expected to be settled in Group's normal operating cycle;
• It is held primarily for the purpose of trading;
• It is due to be settled within twelve months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the date.
Apart from the above, current liabilities also include current portion of non-current financial liabilities. All other liabilities are classified as non-current.
Operating cycle - The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified twelve months as its
operating cycle for the purpose of current and non-current classification of assets and liabilities.

G. Basis of consolidation

(i) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
The Group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and expenses. Inter company transactions,
balances and unrealised gains on transactions between Group Companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(ii) Non - controlling interests (NCI)

NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition.
Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(iii) Associates
Associates are all entities over which the Group has significant influence but not control or joint control over the financial and operating policies.
Interests in associates are accounted for using the equity method. They are initially recognised at cost which includes transaction cost. Subsequent to initial recognition, the consolidated financial
statements include the Group’s share of profit or loss and other comprehensive income of equity accounted investees until the date on which significant influence ceases.

(iv) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee
in profit and loss, and the Group’s share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are
recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise
further losses, unless it has incurred obligations or made payments on behalf of the other entity.
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Annexure VI - Basis of preparation and significant accounting policies (continued)

2 Basis of preparation (continued)

G. Basis of consolidation (continued)

(v) Transactions eliminated on consolidation
Intra - Group balances and transactions, and any unrealised income and expenses arising from intra - Group transactions, are eliminated. Unrealised gains arising from transactions with equity
accounted investees are eliminated against the investment to the extent of the Group’s interest in the Investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.

(vi) Subsidiaries and associate companies considered in the consolidated financial statements:
Country of Ownership interest (in %)
Name of the Company
incorporation 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Subsidiary companies:
Dodla Holdings Pte Limited Singapore 100.00 100.00 100.00 100.00 -
Lakeside Dairy Limited Uganda 100.00 100.00 100.00 100.00 -
Dodla Dairy Kenya Limited Kenya 80.00 - - - -
Dodla Singapore Pte Limited Singapore - - - - 100.00

Associates:
Global VetMed Concepts Private Limited India 47.94 47.94 47.94 - -
Abyssinia Bharat Food Parks PLC Ethiopia - - - - 34.02

(vii) Principles of consolidation

These consolidated financial statements have been prepared by consolidation of the financial statements of the Company and its subsidiaries on a line-by-line basis after fully eliminating the inter-
company transactions.

3 Significant accounting policies

(a) Property, plant and equipment
i. Recognition and measurement
Items of property, plant and equipment, are measured at cost (which includes capitalised borrowing costs, if any) less accumulated depreciation and accumulated impairment losses, if any.
Cost of an item of property, plant and equipment includes its purchase price, duties, taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its
working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.
The cost of a self-constructed item of property, plant and equipment comprises the cost of materials, direct labour and any other costs directly attributable to bringing the item to its intended
working condition and estimated costs of dismantling, removing and restoring the site on which it is located, wherever applicable.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit or loss.
ii. Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as on 1 April 2016, measured as per the previous
GAAP, and use that carrying value as the deemed cost of such property, plant and equipment (refer note 53).
iii. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
iv. Depreciation
Depreciation on tangible assets (other than for those class of assets specifically mentioned below) is calculated on a straight-line basis as per the useful lives prescribed and in the manner laid
down under Schedule II to the Companies Act, 2013 and additions and deletions are restricted to the period of use. If the Management’s estimate of the useful life of a fixed asset is different
than that envisaged in the aforesaid Schedule, depreciation is provided based on the Management’s estimate of the useful life. Pursuant to this policy, depreciation on the following class of
fixed assets has been provided at the rates based on the following useful lives of fixed assets as estimated by Management which is different from the useful life prescribed under Schedule II
of the Companies Act, 2013:

Useful life
Asset* Useful life prescribed under
Schedule II
Laboratory equipment 3 years 10 years
Temporary Structures 1 years 3 years
Freehold land is not depreciated.
*for these class of assets, the Management believes, based on technical evaluation carried out by them internally, that the useful life as given above best represent the period over which the
Management expects to use these assets. Hence, the useful life for these assets is different from the useful life as in Schedule II of the Act.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year-end and adjusted prospectively, if appropriate.
v. Capital work-in-progress
Capital work-in-progress includes cost of property, plant and equipment under installation/ under development as at the balance sheet date.

(b) Intangible assets

Intangible assets including those acquired by the Group are initially measured at cost. Such intangible assets are subsequently measured at cost less accumulated amortisation and any accumulated
impairment losses.
Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values over their estimated useful lives using the straight line method, and is included in depreciation
and amortisation in statement of profit and loss.
The estimated useful lives are as follows:
Asset Useful life
Computer software 3 years
Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.
Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2016, measured as per the previous GAAP, and use that
carrying value as the deemed cost of such intangible assets (see note 53).

(c) Biological assets

Biological assets i.e. living animals, are measured at fair value less cost to sell. Costs to sell include the minimal transportation charges for transporting the cattle to the market but excludes finance
costs and income taxes. Changes in fair value of livestock are recognised in the statement of profit and loss. Costs such as vaccination, fodder and other expenses are expensed as incurred. The
animals reared from conception (calf) and heifers are classified as 'immatured biological assets' until the animals become productive. All the productive animals are classified as "matured
biological assets". 201
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Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(d) Impairment
i. Financial assets
The Group recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables
with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-
month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or
reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss in profit or loss.

ii. Non -financial assets

Intangible assets and property, plant and equipment
(a) Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be
recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis
unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset
belongs. If such assets are considered to be impaired, the impairment to be recognised in the statement of profit and loss is measured as the amount by which the carrying value of the assets
exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the
recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been
determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

(e) Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment
of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

As a lessee
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net
of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected
general inflation to compensate for the lessor’s expected inflationary cost increases.

(f) Inventories
Inventories comprise of raw materials and packing materials, work-in-progress, finished goods, stock-in-trade and stores and spares and are carried at the lower of cost and net realisable value. The
cost of inventories is based on the weighted average cost method and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing
them to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of fixed production overheads based on normal
operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The net realisable
value of work-in-progress is determined with reference to the selling prices of related finished products. The comparison of cost and net realisable value is made on an item-by-item basis.
Raw materials, components and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is
estimated that the cost of the finished products will exceed their net realisable value.
Goods-in-transit are valued at cost which represents the costs incurred upto the stage at which the goods are in-transit.

(g) Financial instruments

i. Recognition and initial measurement
The Group initially recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are measured
at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or
loss, are added to the fair value on initial recognition.
ii. Classification and subsequent measurement
Financial Assets
Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortised cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the
carrying amounts approximate fair value due to the short maturity of these instruments.
Investment in subsidiaries and associates
Investment in subsidiaries and associates is carried at cost in the financial statements.
iii. Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the right to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial assets are transferred or in which the Group neither transfers nor retains substantially all of the risks
and rewards of ownership and does not retain control of the financial asset.
If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the
transferred assets are not derecognised.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Group also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability
based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and a new financial liability with modified terms is
recognised in the statement of profit and loss.
iv. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently has a legally enforceable right to set off the
amounts and it intends either to settle them on a net basis or realise the asset and settle the liability simultaneously.

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Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(h) Revenue recognition

Revenue from sale of goods is recognised, when the significant risks and rewards of ownership have transferred to the buyer, recovery of the consideration is probable, the associated costs and
possible return of goods can be estimated reliably, there is no continuing effective control over, or managerial involvement with, the goods, and the amount of revenue can be measured reliably.
Revenue from the sale of goods and sale of scrap is measured at the fair value of the consideration received or receivable, exclusive of sales tax and net of sales return, trade discounts and volume
rebates.
Revenue from service rendered is recognised in profit and loss in proportion to the stage of completion of the transaction at the reporting date, based on the terms and conditions of the relevant
agreement.
Dividend income is recognised when the Group's right to receive the payment is established, which is generally when shareholders approve the dividend.
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash
payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other
income in the statement of profit and loss.

(i) Earnings per share

Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted
earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of
equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued
at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The number
of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for the share splits.

(j) Business combination

In accordance with Ind AS 103, the Group accounts for the business combinations using the acquisition method when control is transferred to the Group. The consideration transferred for the
business combination is generally measured at fair value as at the date the control is acquired (acquisition date), as are the net identifiable assets acquired. Any goodwill that arises is tested annually
for impairment. Any gain on a bargain purchase is recognised in OCI and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for classifying the business
combination as resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Transaction costs are expensed as incurred, except to the extent related to the
issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships with the acquiree. Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as
equity, then it is not remeasured subsequently and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date and changes in the fair
value of the contingent consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the
acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. The determination of the amount to be included in consideration transferred is
based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-
combination service
If a business combination is achieved in stages, any previously held equity interest in the acquiree is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in
profit or loss or OCI, as appropriate.
Business combinations arising from transfers of interest in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the
beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are
recognised at their carrying amounts. The identity of the reserves is preserved and they appear in the financial statements of the Group in the same form in which they appeared in the financial
statements of the acquired entity. The difference, if any, between the value of net assets and the consequent reduction in value of investment held by the Group is transferred to the capital reserve or
to the accumulated balance of profit and loss.

(k) Foreign currencies

Transactions in foreign currencies are initially recorded by the Group at their functional currency spot rates at the date the transaction. Monetary assets and liabilities denominated in foreign
currency are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet
date of the Group’s monetary items at the closing rates, are recognised as income or expenses in the period in which they arise. Non-monetary items which are carried at historical cost denominated
in a foreign currency are reported using the exchange rates at the date of transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value is determined.

(l) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.
Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented
within other income. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a
straight-line basis over the expected lives of the related assets and presented within other income.

(m) Income tax

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other
comprehensive income.
i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The
amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any related to income taxes. It is measured using tax rates
(and tax laws) enacted or substantively enacted by the reporting date.
ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for
taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at
the time of transaction.
- temporary differences related to investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used.
Deferred tax assets recognised or unrecognised are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related
tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively
enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount
of its assets and liabilities.
The Group offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities, where it has a legally enforceable right and where it intends to settle
such assets and liabilities on a net basis.

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Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(n) Borrowing costs

Borrowing costs directly attributable to the acquisition or construction of those property, plant and equipment which necessarily takes a substantial period of time to get ready for their intended use
are capitalised. All other borrowing costs are expensed in the period in which they incur in the statement of profit and loss.

(o) Provisions and contingent liabilities

i. General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss
net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.
ii. Contingent liabilities
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources. When there is a possible or a
present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.
iii. Onerous contracts
Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under
it, are recognised when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event based on a
reliable estimate of such obligation.

(p) Employee benefits

i. Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be
paid e.g., under short-term cash bonus, if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of
obligation can be estimated reliably.
ii. Share-based payment transactions
The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period
that the employees unconditionally become entitled to the awards. The amount recognised as expense is based on the estimate of the number of awards for which the related service and non-
market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market
vesting conditions at the vesting date.
iii. Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay
further amounts. The Group makes specified monthly contributions towards Government administered provident fund scheme. Obligations for contributions to defined contribution plans are
recognised as an employee benefits expense in profit or loss in the periods during which the related services are rendered by employees.
iv. Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit plans is calculated separately for each
plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the
Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan (‘the
asset ceiling’). In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any,
excluding interest), are recognised in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used
to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined benefit
liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on
curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
v. Other long-term employee benefits
The Group’s net obligation in respect of long-term employee benefits other than post-employment benefits is the amount of future benefit that employees have earned in return for their
service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The obligation is measured on the basis of
an annual independent actuarial valuation using the projected unit credit method. Remeasurements gains or losses are recognised in profit or loss in the period in which they arise.

(q) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Where bank
overdrafts/ cash credits which are repayable on demand form an integral part of an entity's cash management, bank overdrafts are included as a component of cash and cash equivalents for the
purposes of cash flow statement. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(r) Cash flow statement

Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from regular revenue generating (operating activities), investing and financing activities of the Group are segregated.

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Notes to the Restated Consolidated Financial Information

Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(s) Recent accounting pronouncements

Standards issued but not yet effective
On 28 March 2018, the Ministry of Corporate Affairs ("MCA") vide the Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind
ASs which the Group has not applied as they are effective for annual periods beginning on or after 1 April 2018:

1. Ind AS 115 - Revenue from Contracts with Customers

2. Ind AS 21 - The effect of changes in Foreign Exchange rates
Ind AS 115, Revenue from Contracts with Customers

Ind AS 115, establishes a comprehensive framework for determining whether, how much and when revenue should be recognised. It replaces existing revenue recognition guidance, including Ind
AS 18 Revenue, Ind AS 11 Construction Contracts and Guidance Note on Accounting for Real Estate Transactions. Ind AS 115 is effective for annual periods beginning on or after 1 April 2018
and will be applied accordingly.
The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligation in contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

The Group has completed an initial assessment of the potential impact of the adoption of Ind AS 115 on accounting policies followed in its financial statements. The quantitative impact of
adoption of Ind AS 115 on the financial statements in the period of initial application is not reasonably estimable as at present.

Ind AS 21 – The effect of changes in Foreign Exchange Rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction,
for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in
advance, a date of transaction is established for each payment or receipt. The Group has completed an initial assessment of the potential impact of the amendment on the financial statements. There
is no material impact of adoption of clarification on the financial statements.

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Annexure VII - Notes to the Restated Consolidated Financial Information

Note 4: Property, plant and equipment and capital work-in-progress

Reconciliation of carrying amount (₹ in million)
Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Description
As at As at As at Depreciation for As at As at
Additions Disposals Forex loss Disposals Forex loss
01 April 2017 31 March 2018 01 April 2017 the year 31 March 2018 31 March 2018
Freehold land 344.83 138.25 - - 483.08 - - - - - 483.08
Buildings 676.90 175.77 0.23 0.38 852.06 16.65 29.96 0.01 0.03 46.57 805.49
Plant and equipment 1,332.61 389.91 5.46 1.01 1,716.05 84.96 119.59 1.26 0.12 203.17 1,512.88
Electrical installation 80.45 13.49 1.96 - 91.98 8.00 10.60 1.69 - 16.91 75.07
Electronic data processors 12.93 20.00 0.19 - 32.74 4.06 5.57 0.13 - 9.50 23.24
Office equipments 15.02 10.16 0.08 - 25.10 2.34 4.33 0.06 - 6.61 18.49
Furniture and fixtures 39.90 19.33 0.23 - 59.00 2.41 5.30 0.11 - 7.60 51.40
Laboratory equipment 192.06 138.04 1.70 0.02 328.38 65.32 87.15 1.34 - 151.13 177.25
Vehicles 22.87 16.34 6.07 0.02 33.12 3.83 3.58 1.00 0.01 6.40 26.72
Total 2,717.57 921.29 15.92 1.43 3,621.51 187.57 266.08 5.60 0.16 447.89 3,173.62
Add: Capital work-in-progress 160.42
3,334.04

Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Description Deemed cost Deemed cost
As at Depreciation for As at As at
As at Additions Disposals Forex loss As at Disposals Forex loss
31 March 2017 the year 31 March 2017 31 March 2017
01 April 2016 01 April 2016
Freehold land 305.90 38.93 - - 344.83 - - - - - 344.83
Buildings 415.52 266.97 0.07 5.52 676.90 - 16.91 - 0.26 16.65 660.25
Plant and equipment 840.42 522.01 16.04 13.78 1,332.61 - 86.03 - 1.07 84.96 1,247.65
Electrical installation 49.37 31.15 0.07 - 80.45 - 8.00 - - 8.00 72.45
Electronic data processors 6.23 6.78 0.08 - 12.93 - 4.06 - - 4.06 8.87
Office equipments 5.83 9.23 0.03 0.01 15.02 - 2.34 - - 2.34 12.68
Furniture and fixtures 14.21 25.79 0.08 0.02 39.90 - 2.41 - - 2.41 37.49
Laboratory equipment 116.25 76.43 0.50 0.12 192.06 - 65.32 - - 65.32 126.74
Vehicles 23.58 4.32 4.27 0.76 22.87 - 3.98 - 0.15 3.83 19.04
Total 1,777.31 981.61 21.14 20.21 2,717.57 - 189.05 - 1.48 187.57 2,530.00
Add: Capital work-in-progress 299.11
2,829.11

Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Description As at As at As at As at As at
Depreciation for
01 April 2015 Additions Disposals Forex loss 31 March 2016 01 April 2015 Disposals Forex loss 31 March 2016 31 March 2016
the year
Proforma Proforma Proforma Proforma Proforma
Freehold land 162.17 143.73 - - 305.90 - - - - - 305.90
Buildings 316.76 129.25 1.26 2.95 441.80 13.79 12.97 0.37 0.11 26.28 415.52
Plant and equipment 789.77 212.73 3.15 6.99 992.36 80.89 73.05 1.60 0.40 151.94 840.42
Electrical installation 60.02 5.81 0.06 - 65.77 3.48 12.95 0.02 0.01 16.40 49.37
Electronic data processors 19.21 3.93 0.51 - 22.63 13.00 3.91 0.51 - 16.40 6.23
Office equipments 7.54 2.78 0.36 0.01 9.95 2.29 2.18 0.34 0.01 4.12 5.83
Furniture and fixtures 13.20 4.76 0.05 0.01 17.90 1.83 1.91 0.03 0.02 3.69 14.21
Laboratory equipment 122.93 83.89 2.90 - 203.92 42.78 46.42 1.52 0.01 87.67 116.25
Vehicles 23.67 8.25 0.82 0.63 30.47 3.75 3.79 0.57 0.08 6.89 23.58
Total 1,515.27 595.13 9.11 10.59 2,090.70 161.81 157.18 4.96 0.64 313.39 1,777.31
Add: Capital work-in-progress 365.20
2,142.51

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 4: Property, plant and equipment and capital work-in-progress (continued)

Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Description As at As at As at As at As at
Depreciation for
01 April 2014 Additions Disposals Forex loss 31 March 2015 01 April 2014 Disposals Forex loss 31 March 2015 31 March 2015
the year
Proforma Proforma Proforma Proforma Proforma
Freehold land 52.60 109.57 - - 162.17 - - - - - 162.17
Buildings 130.18 188.12 - 1.54 316.76 5.67 8.15 - 0.03 13.79 302.97
Plant and equipment 494.40 299.92 1.35 3.20 789.77 26.50 55.32 0.78 0.15 80.89 708.88
Electrical installation 21.94 38.08 - - 60.02 1.56 1.92 - - 3.48 56.54
Electronic data processors 16.11 3.93 0.41 0.42 19.21 7.04 6.47 0.41 0.10 13.00 6.21
Office equipments 5.07 2.55 0.07 0.01 7.54 0.54 1.79 0.04 - 2.29 5.25
Furniture and fixtures 7.11 6.09 - - 13.20 0.54 1.29 - - 1.83 11.37
Laboratory equipment 55.80 68.18 1.05 - 122.93 3.60 39.30 0.12 - 42.78 80.15
Vehicles 8.30 16.42 0.73 0.32 23.67 1.00 3.08 0.31 0.02 3.75 19.92
Total 791.51 732.86 3.61 5.49 1,515.27 46.45 117.32 1.66 0.30 161.81 1,353.46
Add: Capital work-in-progress 49.78
1,403.24

Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Deemed cost Deemed cost
Description As at As at As at
as at as at Depreciation for
Additions Disposals Forex loss 31 March 2014 Disposals Forex loss 31 March 2014 31 March 2014
01 April 2013 01 April 2013 the year
Proforma Proforma Proforma
Proforma Proforma
Freehold land 17.10 35.50 - - 52.60 - - - - - 52.60
Buildings 107.56 22.75 0.13 - 130.18 - 5.67 - - 5.67 124.51
Plant and equipment 419.45 76.15 1.20 - 494.40 - 26.50 - - 26.50 467.90
Electrical installation 20.31 1.82 0.19 - 21.94 - 1.56 - - 1.56 20.38
Electronic data processors 12.06 4.12 0.07 - 16.11 - 7.04 - - 7.04 9.07
Office equipments 3.00 2.15 0.08 - 5.07 - 0.54 - - 0.54 4.53
Furniture and fixtures 6.40 0.73 0.02 - 7.11 - 0.54 - - 0.54 6.57
Laboratory equipment 32.16 26.67 3.03 - 55.80 - 3.60 - - 3.60 52.20
Vehicles 6.62 1.68 - - 8.30 - 1.00 - - 1.00 7.30
Total 624.66 171.57 4.72 - 791.51 - 46.45 - - 46.45 745.06
Add: Capital work-in-progress 187.36
932.42

(i) Capital work-in-progress

Capital work-in-progress mainly comprises new plant and machinery, buildings, chilling centres and other assets under errection for the plant.

(ii) Contractual obligations

Refer to note 41 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

(iii) On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1 April 2016 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of the
property, plant and equipment. The Group has followed the same accounting policy choice as initially adopted on transition date i.e. 1 April 2016 while preparing Proforma Restated schedule for the years ended 31 March 2016, 31 March 2015 and 31 March
2014.

(iv) Carrying amount of property, plant and equipment (included in above) pledged as securities for borrowings - 31 March 2018: ₹ 2,937.77, 31 March 2017: ₹ 2,315.19, 31 March 2016: ₹ 1,585.54, 31 March 2015: ₹ 1,244.20, 31 March 2014: ₹ 745.06.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 5: Intangible assets (₹ in million)

Reconciliation of carrying amount
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Gross carrying amount at the beginning of the year 4.59 2.17 5.19 3.97 2.57
Additions 5.78 2.49 2.28 0.82 1.40
Disposals 0.02 - - - -
Forex adjustment (0.01) (0.07) (0.03) 0.40 -
Gross carrying amount at the end of the year 10.34 4.59 7.44 5.19 3.97
Accumulated amortisation at the beginning of the year 1.26 - 2.99 1.52 -
Amortisation expense 2.48 1.30 2.29 1.38 1.52
Disposals 0.01 - - - -
Forex adjustment - (0.04) (0.01) 0.09 -
Accumulated amortisation at the end of the year 3.73 1.26 5.27 2.99 1.52
Carrying amount (net) at the end of the year 6.61 3.33 2.17 2.20 2.45

On transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2016 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of the intangible assets. The Group
has followed the same accounting policy choice as initially adopted on transition date i.e. 1 April 2016 while preparing Proforma Restated schedule for the years ended 31 March 2016, 31 March 2015 and 31 March 2014.

Note 6: Biological assets other than bearer plants

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Matured Biological Assets 20.34 17.68 12.89 5.52 -
Immatured Biological Assets 7.65 5.87 5.35 7.94 4.33
27.99 23.55 18.24 13.46 4.33

Reconciliation of carrying amount:

As at 31 March 2018 31 March 2017
Matured Immatured Matured Immatured
biological assets biological assets biological assets biological assets
Balance at the beginning of the year 17.68 5.87 12.89 5.35
Change in fair value (refer note 32) 4.26 5.56 5.33 3.62
Cattles matured during the year 3.36 (3.36) 3.05 (3.05)
Cattles sold/ discarded during the year (4.96) (0.42) (3.59) (0.05)
Balance at the end of the year 20.34 7.65 17.68 5.87

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma

Matured Immatured Matured Immatured Matured Immatured

biological assets biological assets biological assets biological assets biological assets biological assets

Balance at the beginning of the year 5.52 7.94 - 4.33 - -

Additions during the year - - - 3.29 - 2.65
Change in fair value (refer note 32) 5.99 2.40 3.33 2.92 - 1.68
Cattles matured during the year 3.30 (3.30) 2.19 (2.19) - -
Cattles sold/ discarded during the year (1.92) (1.69) - (0.41) - -
Balance at the end of the year 12.89 5.35 5.52 7.94 - 4.33

As at 31 March 2018, there were 212 cattle (31 March 2017: 202 cattle, 31 March 2016: 170 cattle, 31 March 2015: 191 cattle, 31 March 2014: 129 cattle) as immatured biological assets and 245 cattle (31 March 2017: 221 cattle, 31 March 2016: 183 cattle, 31 March
2015: 69 cattle, 31 March 2014: Nil) as matured biological assets. During the current year, the Group has sold/ discarded 76 cattle (year ended 31 March 2017: 52 cattle; year ended 31 March 2016: 70 cattle; year ended 31 March 2015: 14 cattle, year ended 31 March
2014: Nil).

The fair valuation of biological assets is classified as level 2 in the fair value hierarchy as they are determined based on the basis of the best available quote from the nearest market to the farm and on the basis of age of the calves, cows and heifers.

Note 7: Non-current investments

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Investment in equity instruments
Carried at cost less provision for other than temporary impairment
Unquoted

Investment in associates
Global VetMed Concepts India Private Limited (refer note 51) 38.67 38.67 38.67 - -
(31 March 2017: 3,866,923; 31 March 2016: 3,866,923) equity shares of face value ₹ 10 each, fully paid up (at cost)]
Less: Provision for impairment (38.67) (38.67) (38.67) - -
Abyssinia Bharat Food Parks PLC, Ethiopia - - - - 1.63
(31 March 2014: 59,400) equity shares of face value ₹ 10 each, fully paid up (at cost)

Investment in quoted mutual funds (carried at fair value through profit and loss (FVTPL)) 71.10 - - - -
71.10 - - - 1.63

Aggregate value of non-current investments - unquoted 38.67 38.67 38.67 - 1.63

Aggregate book/ market value of non-current investments - quoted 71.10 - - - -
Aggregate provision for impairment in value of investment (38.67) (38.67) (38.67) - -

Note 8: Non-current loans

Unsecured, considered good
Security deposits 58.05 45.89 35.72 32.92 28.42
Amounts receivable from vendors 90.19 160.45 2.50 - -
Unsecured, considered doubtful
Amounts receivable from vendors 5.00 2.50 2.50 - -
Less: Provision for doubtful advances (5.00) (2.50) (2.50) - -
148.24 206.34 38.22 32.92 28.42

Note 9: Other non-current financial assets

Balance with bank held as margin money* - 0.50 - - -
Share application money pending allotment** - - - 21.00 21.00
Less : Provision for doubtful advance** - - - (21.00) (21.00)

- 0.50 - - -
* Represents margin money deposits against bank guarantee.
** Forms a part of outstanding balances as disclosed under note 43 (iii)

Note 10: Other non-current assets

Capital advances
Unsecured, considered good 7.87 64.81 302.73 251.57 251.07
Unsecured, considered doubtful 0.03 0.03 0.03 - -
Less : Provision for doubtful advances (0.03) (0.03) (0.03) - -
Advances other than capital advances (Unsecured, considered good)
Prepaid operating lease rent 24.50 25.20 28.28 19.66 -
Salary advances to key managerial person** 3.00 5.40 - - -
Taxes paid under protest 75.03 74.93 31.01 - -
110.40 170.34 362.02 271.23 251.07
** Includes a part of outstanding balances as disclosed under note 43 (iii)

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(₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 11: Inventories*

Raw materials 233.60 188.25 49.85 285.25 230.81
Work-in-progress 456.46 244.57 297.66 425.44 100.39
Finished goods** 602.28 394.56 540.36 697.24 137.26
Stock-in-trade 8.30 - 0.36 0.51 0.20
Stores and spares 40.19 24.58 16.10 15.86 13.82
1,340.83 851.96 904.33 1,424.30 482.48
Carrying amount of inventories (included in above) pledged as securities for borrowings 1,295.79 828.18 891.49 1,416.66 482.48
*Refer note 3 (f) for mode of valuation for inventories.
**includes goods-in-transit amounting to ₹ Nil (31 March 2017: ₹ 16.89; 31 March 2016: ₹ 25.11; 31 March 2015: ₹ 8.75; 31 March 2014: ₹ 11.63).
The write down of inventories to net realisable value during the year amounted to ₹ 0.82 (31 March 2017: ₹ 0.10, 31 March 2016: ₹ 30.30; 31 March 2015: ₹ 25.90; 31 March 2014: Nil). The write down are included in cost of materials consumed or changes in
inventories of finished goods, stock-in-trade and work-in-progress.

Note 12: Current investments

Investment in quoted mutual funds (carried at FVTPL) 598.49 683.54 637.10 609.72 925.60
598.49 683.54 637.10 609.72 925.60
Carrying amount of investments (included in above) pledged as securities for borrowings 531.42 632.79 395.52 396.07 -
Aggregate book/ market value of current investments - quoted 598.49 683.54 637.10 609.72 925.60
Aggregate amount of impairment in value of investment - - - - -
Information about the Group's exposure to credit and market risks, and fair value measurement, is included in note 48.

Note 13: Trade receivables

Unsecured, considered good 36.05 14.28 20.37 16.06 6.49
Unsecured, considered doubtful 0.45 1.33 4.00 3.02 2.39
36.50 15.61 24.37 19.08 8.88
Less: Allowance for doubtful debts (0.45) (1.33) (4.00) (3.02) (2.39)
36.05 14.28 20.37 16.06 6.49
Carrying amount of receivables (included in above) pledged as securities for borrowings 19.35 5.26 5.07 11.52 6.49

Due date based ageing

- Debts outstanding for a period exceeding six months from the date they became due 0.92 1.87 4.42 3.05 2.61
- Other debts 35.58 13.74 19.95 16.03 6.27
36.50 15.61 24.37 19.08 8.88

The Group’s exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in note 48.

Note 14: Current loans

Unsecured, considered good
Loans to director (refer note 47)** - 12.50 12.50 - -
Amounts receivable from vendors 67.00 - - - -
67.00 12.50 12.50 - -
** Forms a part of outstanding balances as disclosed under note 43 (iii)

Note 15: Cash and bank balances

(a) Cash and cash equivalents:
Cash on hand 15.03 20.30 13.24 12.65 44.82
Balances with banks
-in current accounts# 74.14 91.32 104.95 161.80 310.18
-in deposit accounts (with original maturity of less than three months) 50.00 - - 9.39 73.12
139.17 111.62 118.19 183.84 428.12

(b) Other bank balances* 0.70 - - 2.41 -

0.70 - - 2.41 -

# Current account balances with banks include funds which are not freely available amounting to ₹ Nil (31 March 2017: ₹ 13.53; 31 March 2016: ₹ 13.53; 31 March 2015: Nil; 31 March 2014: Nil) (refer note 43(c))
* Represents margin money deposits against bank guarantee.

Note 16: Derivatives

Cross currency interest rate swaps - 4.88 11.28 11.27 12.07
- 4.88 11.28 11.27 12.07
Details about the Group’s exposure to credit and market risks and fair value measurement is included in note 48.

Note 17: Other current financial assets

Unsecured, considered good
Interest accrued ** 1.63 1.39 1.30 1.05 3.69
Excess remuneration paid to managing director held in trust** - - - 11.54 -
Inter corporate deposits - - - - 55.00
Share application money pending allotment - Dodla Milk Processing Plc - Ethiopia (refer note 43(c))
Unsecured, considered good - - - 12.99 14.74
Unsecured, considered doubtful - 2.30 2.30 1.75 -
Less: provision for doubtful advances - (2.30) (2.30) (1.75) -
1.63 1.39 1.30 25.58 73.43
** Includes a part of outstanding balances as disclosed under note 43 (iii)

Note 18: Other current assets

Advances other than capital advances:
Unsecured considered good:
Salary advances to employees 3.93 3.13 2.88 2.43 2.23
Salary advances to key managerial person** 2.40 2.40 3.48 0.08 -
Prepaid expenses 21.38 14.12 8.02 5.59 5.29
Advance to suppliers 6.93 245.73 11.22 42.73 68.20
Other advances** 9.09 16.64 6.74 5.42 2.88
Prepaid operating lease rent 0.54 0.54 0.54 0.54 -
Balance with government authorities 34.96 17.92 6.17 - -

Unsecured, considered doubtful:

Other advances ** 53.64 53.64 53.64 55.59 33.95
Less : Provision for doubtful advances (53.64) (53.64) (53.64) (55.59) (33.95)
79.23 300.48 39.05 56.79 78.60

** Includes a part of outstanding balances as disclosed under note 43 (iii)

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 19: Equity share capital ( ₹ in million except per share data)

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Authorised
75,000,000 (31 March 2017, 2016, 2015, 2014: 6,000,000) equity shares of ₹10 each 750.00 60.00 60.00 60.00 60.00
750.00 60.00 60.00 60.00 60.00

Issued, subscribed & paid up share capital

3,274,823 (31 March 2017, 2016, 2015, 2014: 3,274,823) equity shares of ₹10 each fully paid up 32.75 32.75 32.75 32.75 32.75
32.75 32.75 32.75 32.75 32.75

(a) Reconciliation of shares outstanding at the beginning and at the end of the year
As at 31 March 2018 31 March 2017
Number of Number of
Amount Amount
shares shares
Equity shares
At the commencement of the year 3,274,823 32.75 3,274,823 32.75
Issued during the year - - - -
Outstanding at the end of the year 3,274,823 32.75 3,274,823 32.75

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Number of Number of Number of
Amount Amount Amount
shares shares shares
Equity shares
At the commencement of the year 3,274,823 32.75 3,274,823 32.75 3,274,823 32.75
Issued during the year - - - - - -
Outstanding at the end of the year 3,274,823 32.75 3,274,823 32.75 3,274,823 32.75

(b) Rights, preferences and restrictions attached to equity shares:

The Group has a single class of equity shares as at 31 March 2018 having a par value of ₹ 10 per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Group, TPG Dodla Dairy Holdings Pte.
Ltd (“the Investor”) shall be paid from the distributable proceeds, an amount (hereafter referred to as the “investor liquidation amount”) which is the higher of:
(i) an amount equal to the investment amount, plus any accrued or declared but unpaid dividends on its investor shares; and
(ii) such amount as is equivalent to it's proportionate share of the distributable proceeds, based on the Investor’s then existing shareholding percentage, provided that, in the event that the distributable proceeds are less than the investor
liquidation amount, the investor will have the right to receive (and the Promoters and the Group shall procure that the Investor receives) the entire distributable proceeds.

After the payment in full is made to the Investor, as set forth in above clause, the balance of the distributable proceeds, if any, shall be distributed to all shareholders, excluding the Investor pro rata in proportion to their inter se shareholding
held in the Group.

(c) Details of shareholders holding more than 5% shares in the Holding Company
As at 31 March 2018 31 March 2017
Number of Number of
% holding % holding
shares shares
Equity shares of ₹10/- each fully paid-up
Mr. D. Sunil Reddy 832,124 25.41% 832,124 25.41%
Mrs. D. Girija Reddy 1 0.00% 822,120 25.10%
Mrs. D. Deepa Reddy 363,256 11.09% 363,256 11.09%
Mr. D. Subba Reddy 1 0.00% 337,499 10.31%
Mr. D. Sesha Reddy 1,195,238 36.50% - -
Black River Capital Partners Food Fund Holdings (Singapore) Pte Ltd - - 774,823 23.66%
TPG Dodla Dairy Holdings Pte. Ltd. 884,202 27.00% - -

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Number of Number of Number of
% holding % holding % holding
shares shares shares
Equity shares of ₹10/- each fully paid-up
Mr. D. Sunil Reddy 832,124 25.41% 832,124 25.41% 832,124 25.41%
Mrs. D. Girija Reddy 822,120 25.10% 822,120 25.10% 822,120 25.10%
Mrs. D. Deepa Reddy 363,256 11.09% 363,256 11.09% 363,256 11.09%
Mr. D. Subba Reddy 337,499 10.31% 337,499 10.31% 337,499 10.31%
Black River Capital Partners Food Fund Holdings (Singapore) Pte Ltd 774,823 23.66% 774,823 23.66% - -
BR CPF Holdings (Mauritius) Limited - - - - 774,823 23.66%

(d) During the five years immediately preceeding the balance sheet date, no shares have been bought back, issued for consideration other than cash and no bonus shares have been issued.

(e) Share based payment arrangement

During the financial year 2017-18, the Holding Company introduced Dodla Dairy Limited Employee Stock Option Plan 2018 (‘the Plan’). As per the Plan, the Nomination and Remuneration Committee grants options to the eligible
employees and directors of the Holding Company. The vesting period of the option shall be provided in the relevant grant letter and shall be subject to the applicable law. Options granted under the Plan can be exercised within the period
determined by the Nomination and remuneration committee. Exercise of an option is subject to continued employment.

Under the Plan, the Holding Company granted 49,122 options on 23 March 2018 at an exercise price of ₹ 3,627.38 per share to the Chief Executive Officer of the Company. Each option represents one equity share of ₹ 10/- each.

Movement in the options under the Plan No. of options

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Options outstanding at the beginning of the year - - - - -
Options granted during the year 49,122 - - - -
Options exercised during the year - - - - -
Options exercisable at the end of the year 49,122 - - - -

Fair value measurement

The fair value at grant date is determined using the Black Scholes valuation option-pricing model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying
share, the expected dividend yield and the risk free interest rate for the term of the option.

The key inputs used in Black-Scholes model for calculating fair value of options under the plan as on the date of grant are as follows:

No. of options granted 49,122

Date of grant 23-Mar-18
Vesting period (years) 1 to 4
Expected volatility 45.00%
Risk free rate 7.60%

(f) The Board of Directors of the Holding Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing shareholders of the Holding Company. The proposal of the Board
of Directors was approved by the Shareholders of the Holding Company in their Annual General Meeting held on 17 July 2018.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued) ( ₹ in million)

Note 20: Other equity

Attributable to the owners of the Company
Capital Share options
Securities Retained
Particulars redemption FCTR outstanding Total
premium earnings
reserve account
Balance as at 01 April 2013 Proforma 12.00 1,092.25 - 515.84 - 1,620.09
Additions:
Remeasurement of the net defined benefit obligation, net of tax effect - - - 1.03 - 1.03
Net profit after tax transferred from the statement of profit and loss - - 253.45 - 253.45
Balance as at 31 March 2014 Proforma 12.00 1,092.25 - 770.32 - 1,874.57

Capital Share options

Securities Retained
Particulars redemption FCTR outstanding Total
premium earnings
reserve account
Balance as at 01 April 2014 Proforma 12.00 1,092.25 - 770.32 - 1,874.57
Additions:
Foreign currency translation difference - - (25.18) - - (25.18)
Remeasurement of the net defined benefit obligation, net of tax effect - - - 1.07 - 1.07
Net profit after tax transferred from the statement of profit and loss - - - 113.28 - 113.28
Balance as at 31 March 2015 Proforma 12.00 1,092.25 (25.18) 884.67 - 1,963.74

Capital Share options

Securities Retained
Particulars redemption FCTR outstanding Total
premium earnings
reserve account
Balance as at 01 April 2015 Proforma 12.00 1,092.25 (25.18) 884.67 - 1,963.74
Additions:
Foreign currency translation difference - - (13.50) - - (13.50)
Remeasurement of the net defined benefit obligation, net of tax effect - - - (1.80) - (1.80)
Net profit after tax transferred from the statement of profit and loss - - - 528.31 - 528.31
Less: Interim dividend on equity shares [₹ 25 per share] and dividend distribution tax thereon - - - (98.54) - (98.54)
Balance as at 31 March 2016 Proforma 12.00 1,092.25 (38.68) 1,312.64 - 2,378.21

Capital Share options

Securities Retained
Particulars redemption FCTR outstanding Total
premium earnings
reserve account
Balance as at 01 April 2016 12.00 1,092.25 (38.68) 1,312.64 - 2,378.21
Additions:
Foreign currency translation difference - - (32.77) - - (32.77)
Remeasurement of the net defined benefit obligation, net of tax effect - - - (2.70) - (2.70)
Net profit after tax transferred from the statement of profit and loss - - - 465.31 - 465.31
Balance as at 31 March 2017 12.00 1,092.25 (71.45) 1,775.25 - 2,808.05

Capital Share options

Securities Retained
Particulars redemption FCTR outstanding Total
premium earnings
reserve account
Balance as at 01 April 2017 12.00 1,092.25 (71.45) 1,775.25 - 2,808.05
Additions:
Foreign currency translation difference - - (2.78) - - (2.78)
Remeasurement of the net defined benefit obligation, net of tax effect - - - 15.30 - 15.30
Employee share based payment expense - - - - 0.60 0.60
Net profit after tax transferred from the statement of profit and loss - - - 543.67 - 543.67
Balance as at 31 March 2018 12.00 1,092.25 (74.23) 2,334.22 0.60 3,364.84

Nature and purpose of the reserve

Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued under Dodla Dairy Limited Employee Stock Option Plan 2018. (refer note 19(e)).
Capital redemption reserve
The Group had redeemed the preference shares and as per the provisions of the applicable laws, a sum equal to the nominal value of the shares so redeemed is required to be transferred to the capital redemption reserve.
Securities Premium
Securities premium reserve is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Foreign currency translation reserve (FCTR)
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income and accumulated in this reserve within equity. The cumulative amount will be reclassified to profit or loss when the net
investment is disposed-off.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

( ₹ in million)
Note 21: Non-current borrowings

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Secured
Term loans
- from banks (refer below) 222.50 315.00 323.79 80.92 126.82
222.50 315.00 323.79 80.92 126.82

Borrowings : Statement of details of long-term borrowings taken by the Holding Company outstanding as at 31 March 2018

Amount
Name of the Amount Rate of Interest as on Year of Default charges/
S. No. Nature of borrowing Sanctioned currency outstanding as at Repayment terms Prepayment charges Security
lender sanctioned 31 March 2018 sanction Penal interest
31 March 2018
1 HDFC Bank Term Loan INR 65.00 60.93 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable fixed
installments commencing outstanding any monies payable (principal as well as interest) and assets acquired using the term loan, pari-passu second charge on the current assets
from January 2018 of ₹ non-completion of documentation as required by the and personal guarantee furnished by the director of the Holding Company, Mr. Sunil
4.06 each bank within the stipulated time. Reddy.
2 HDFC Bank Term Loan INR 100.00 93.75 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable fixed
installments commencing outstanding any monies payable (principal as well as interest) and assets acquired using the term loan, pari-passu second charge on the current assets
from January 2018 of ₹ non-completion of documentation as required by the and personal guarantee furnished by the director of the Holding Company, Mr. Sunil
6.25 each bank within the stipulated time. Reddy.
3 HDFC Bank Term Loan INR 90.00 28.13 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable fixed
installments commencing outstanding any monies payable (principal as well as interest) and assets acquired using the term loan, pari-passu second charge on the current assets
from September 2016 of ₹ non-completion of documentation as required by the and personal guarantee furnished by the director of the Holding Company, Mr. Sunil
3.13 each bank within the stipulated time. Reddy.
4 HDFC Bank Term Loan INR 25.00 23.44 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable fixed
installments commencing outstanding any monies payable (principal as well as interest) and assets acquired using the term loan, pari-passu second charge on the current assets
from January 2018 of ₹ non-completion of documentation as required by the and personal guarantee furnished by the director of the Holding Company, Mr. Sunil
1.56 each bank within the stipulated time. Reddy.
5 HDFC Bank Term Loan INR 60.00 56.25 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable fixed
installments commencing outstanding any monies payable (principal as well as interest) and assets acquired using the term loan, pari-passu second charge on the current assets
from January 2018 of ₹ non-completion of documentation as required by the and personal guarantee furnished by the director of the Holding Company, Mr. Sunil
3.75 each bank within the stipulated time. Reddy.
6 HDFC Bank Term Loan INR 150.00 52.50 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable fixed
installments commencing outstanding any monies payable (principal as well as interest) and assets acquired using the term loan, pari-passu second charge on the current assets
from April 2017 of ₹ 4.38 non-completion of documentation as required by the and personal guarantee furnished by the director of the Holding Company, Mr. Sunil
each bank within the stipulated time. Reddy.

Aggregate amount of loans (including current maturities) guaranteed by the directors of the Holding Company outstanding as at 31 March 2018 is ₹ 315.00 millions (31 March 2017: ₹ 393.04, 31 March 2016: ₹ 384.66, 31 March 2015: ₹ 130.55, 31 March 2014: ₹ 360.20)
Information about the Group’s exposure to interest rate, foreign currency and liquidity risks is included in note 48.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

(₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Note 22: Deferred tax liabilities
The balance comprises temporary differences attributable to:
Deferred tax liabilities
On account of property, plant and equipment (PPE) 268.58 194.98 145.21 128.03 102.87
Fair value changes in mutual funds 16.99 14.71 9.45 12.98 8.06
Others - - - - 0.58
Deferred tax assets
Provision for employee benefits (39.40) (42.34) (27.52) (18.75) (9.69)
Provision for doubtful debts and advances (20.34) (20.54) (21.55) (20.48) (12.44)
Unabsorbed business loss (22.88) (31.08) (21.55) (9.51) -
Others (13.23) (15.48) (13.31) (1.25) -
Net deferred tax liabilities 189.72 100.25 70.73 91.02 89.38
Also refer note 39, for tax expense.
Movement in deferred tax liabilities/ (assets)
Fair value Provision for
Carried forward On account of Provision for
changes in doubtful debts Others Total
losses PPE employee benefit
mutual funds and advances
Balance as at 01 April 2013 Proforma - 92.14 7.54 (6.59) (13.66) - 79.43
Charged/ (credited):
- to profit or loss - 10.73 0.52 (3.65) 1.22 0.58 9.40
- to other comprehensive income - - - 0.55 - - 0.55
Balance as at 31 March 2014 Proforma - 102.87 8.06 (9.69) (12.44) 0.58 89.38

Fair value Provision for

Carried forward On account of Provision for
changes in doubtful debts Others Total
losses PPE employee benefit
mutual funds and advances
Balance as at 01 April 2014 Proforma - 102.87 8.06 (9.69) (12.44) 0.58 89.38
Charged/ (credited):
- to profit or loss (9.51) 25.16 4.92 (9.63) (8.04) (1.83) 1.07
- to other comprehensive income - - - 0.57 - - 0.57
Balance as at 31 March 2015 Proforma (9.51) 128.03 12.98 (18.75) (20.48) (1.25) 91.02

Fair value Provision for

Carried forward On account of Provision for
changes in doubtful debts Others Total
losses PPE employee benefit
mutual funds and advances
Balance as at 01 April 2015 Proforma (9.51) 128.03 12.98 (18.75) (20.48) (1.25) 91.02
Charged/ (credited):
- to profit or loss (12.04) 17.18 (3.53) (7.82) (1.07) (12.06) (19.34)
- to other comprehensive income - - - (0.95) - - (0.95)
Balance as at 31 March 2016 Proforma (21.55) 145.21 9.45 (27.52) (21.55) (13.31) 70.73

Fair value Provision for

Carried forward On account of Provision for
changes in doubtful debts Others Total
losses PPE employee benefit
mutual funds and advances
Balance as at 01 April 2016 (21.55) 145.21 9.45 (27.52) (21.55) (13.31) 70.73
Charged/ (credited):
- to profit or loss (9.53) 49.77 5.26 (13.39) 1.01 (2.17) 30.95
- to other comprehensive income - - - (1.43) - - (1.43)
Balance as at 31 March 2017 (31.08) 194.98 14.71 (42.34) (20.54) (15.48) 100.25

Fair value Provision for

Carried forward On account of Provision for
changes in doubtful debts Others Total
losses PPE employee benefit
mutual funds and advances
Balance as at 01 April 2017 (31.08) 194.98 14.71 (42.34) (20.54) (15.48) 100.25
Charged/ (credited):
- to profit or loss 8.20 73.60 2.28 (5.16) 0.20 2.25 81.37
- to other comprehensive income - - - 8.10 - - 8.10
Balance as at 31 March 2018 (22.88) 268.58 16.99 (39.40) (20.34) (13.23) 189.72

Note 23: Government grants

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Non-current 34.52 14.46 15.91 3.45 3.67
Current 2.86 1.46 1.46 0.22 0.22
37.38 15.92 17.37 3.67 3.89

Movement of government grants:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Balance at the beginning of the year 15.92 17.37 3.67 3.89 4.11
Add: Received during the year 25.78 0.43 15.00 - -
Less: Released to statement of profit and loss (refer note 32) (4.32) (1.88) (1.30) (0.22) (0.22)
Balance at the end of the year 37.38 15.92 17.37 3.67 3.89

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

(₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 24: Non-current provisions

Provision for employee benefits
Compensated absences 53.32 54.54 35.32 24.20 7.91
Gratuity (refer note (ii) below) 15.56 34.13 17.62 14.77 10.53
68.88 88.67 52.94 38.97 18.44
(i) Post retirement benefit - Defined contribution plans
The Group makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and other funds which are defined contribution plans. The Group has no obligations other than to make the specified
contributions. The contributions are charged to the statement of profit and loss as they accrue.

(ii) Post retirement benefit - Defined benefit plans

The Group provides its employees with the benefits under a defined benefit plan, referred to as the “Gratuity Plan”. The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month’s salary for each year of
completed service (service of six months and above is rounded off as one year) at the time of retirement/ exit, restricted to a sum of ₹ 2.00 million).

a) The amounts recognised in the statement of assets and liabilities and the movements in the defined benefit obligation and plan assets over the years are as follows:
As at 31 March 2018 31 March 2017
Present value of Fair value of plan Present value of Fair value of
Net amount Net amount
obligation assets obligation plan assets
Opening balance (A) 60.21 (22.24) 37.97 42.60 (22.25) 20.35

Current service cost 14.48 - 14.48 12.20 - 12.20

Past service cost 2.78 - 2.78 - - -
Interest cost 4.03 - 4.03 3.11 - 3.11
Expected returns - (1.49) (1.49) - (1.72) (1.72)
Total amount recognised in profit or loss (B) 21.29 (1.49) 19.80 15.31 (1.72) 13.59
Remeasurements
(Gain)/ loss from change in demographic assumptions (3.58) - (3.58) - - -
(Gain)/ loss from change in financial assumptions (20.37) - (20.37) 4.72 0.10 4.82
Experience losses/ (gains) 1.43 (0.88) 0.55 (0.69) - (0.69)
Total amount recognised in other comprehensive income (C) (22.52) (0.88) (23.40) 4.03 0.10 4.13
Contributions (D) - (12.55) (12.55) - (0.10) (0.10)
Benefit paid (E) (1.35) 1.35 - (1.73) 1.73 -
Closing balance (A+B+C+D+E) 57.63 (35.81) 21.82 60.21 (22.24) 37.97

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Present value of Fair value of plan Present value of Fair value of plan Present value of Fair value of
Net amount Net amount Net amount
obligation assets obligation assets obligation plan assets
Opening balance (A) 29.78 (13.12) 16.66 20.45 (8.93) 11.52 19.36 (8.60) 10.76

Current service cost 9.17 - 9.17 9.43 - 9.43 1.53 - 1.53

Interest cost 2.27 - 2.27 1.84 - 1.84 1.79 - 1.79
Expected returns - (1.42) (1.42) - (0.92) (0.92) - (0.75) (0.75)
Total amount recognised in profit or loss (B) 11.44 (1.42) 10.02 11.27 (0.92) 10.35 3.32 (0.75) 2.57
Remeasurements
(Gain)/ loss from change in financial assumptions 1.36 0.17 1.53 3.70 (0.08) 3.62 1.51 0.01 1.52
Experience losses/ (gains) 1.22 - 1.22 (5.26) - (5.26) (3.10) - (3.10)
Total amount recognised in other comprehensive income (C) 2.58 0.17 2.75 (1.56) (0.08) (1.64) (1.59) 0.01 (1.58)
Contributions (D) - (9.08) (9.08) - (3.57) (3.57) - (0.23) (0.23)
Benefit paid (E) (1.20) 1.20 - (0.38) 0.38 - (0.64) 0.64 -
Closing balance (A+B+C+D+E) 42.60 (22.25) 20.35 29.78 (13.12) 16.66 20.45 (8.93) 11.52

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 24: Non-current provisions (continued)

b) Significant estimates: actuarial assumptions

The significant actuarial assumptions for defined benefit obligation are as follows:
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Discount rate 7.60% 6.69% 7.46% 7.77% 9.10%
Salary escalation rate 10.00% 12.00% 12.00% 12.00% 12.00%
Employee attrition rate 12.00% 8.00% 8.00% 8.00% 8.00%
Retirement age 58 years 58 years 58 years 58 years 58 years

i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated term of obligations.
ii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

c) Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Discount rate (1% movement) 53.76 62.07 54.21 67.39 38.32 47.69 26.82 33.29 18.62 22.59
Salary escalation rate (1% movement) 61.81 53.90 66.24 54.88 47.02 38.67 32.87 27.05 22.35 18.75
Employee attrition rate (1% movement) 56.96 58.40 57.79 63.04 41.19 44.21 28.84 30.86 20.03 20.92

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as and when calculating the defined benefit liability recognised
in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

d) The major categories of plan assets are as follows

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Funds managed by Life Insurance Corporation of India 35.81 22.24 22.25 13.12 8.93
Total 35.81 22.24 22.25 13.12 8.93

The Group makes annual contribution to the Life Insurance Corporation of India ('LIC') of an amount advised by LIC. The Group was not informed by LIC of the investments made by them or the breakup of the plan assets into various type of investments.

e) Risk exposure
Through its defined benefit plan, the Group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The Group's plan assets are insurer managed funds and are subject to less material risk.
Changes in bond yields: A decrease in bond yields will increase plan liabilities and the Group ensures that it has enough reserves to fund the liability.

f) Maturity profile of defined benefit obligation:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
1st following year 6.26 4.00 2.73 1.69 0.99
2nd following year 7.11 3.69 2.97 1.74 1.89
3rd following year 7.73 4.16 3.32 2.34 1.35
4th following year 6.64 4.42 3.76 2.33 1.82
5th following year 5.79 3.90 3.71 2.85 1.72
Thereafter 81.56 74.19 110.52 79.82 55.29

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 25: Current borrowings

Loans repayable on demand from banks
Secured
Cash credit 212.80 - 15.49 12.90 0.14
Overdraft 355.33 343.37 341.78 347.75 -
Other loans from banks
Secured
Working capital demand loans 375.00 625.00 250.00 771.50 290.00
Unsecured
Working capital demand loans - - 100.00 - 100.00
943.13 968.37 707.27 1,132.15 390.14

Borrowings : Statement of details of current borrowings taken by the Holding Company outstanding as at 31 March 2018

Amount
Name of the Amount Rate of interest as on
S. No. Nature of borrowing Sanctioned currency outstanding as at Security
lender sanctioned 31 March 2018
31 March 2018
1 ICICI Bank Overdraft INR 250.00 128.47 8.00% - 9.00% This facility is secured by way of pari-passu first charge on the selected investments of the Holding Company in the mutual
funds.
2 ICICI Bank Working capital INR 225.00 225.00 7.00% - 8..00% This facility from ICICI Bank is secured by way of pari-passu first charge on the entire stock of inventory and such other
demand loan movables including book debts, receivables, both present and future and a pari-passu second charge on the fixed assets of the
Holding Company which are both moveable and immovable in nature (except for the fixed assets funded out of HDFC term
loan) and personal guarantee furnished by the director of the Company, Mr. Sunil Reddy.
3 Kotak Mahindra Working capital INR 300.00 150.00 7.70% - 8.10% This facility is secured by pari-passu first charge on all the current assets of the Holding Company and second charge on all the
Bank demand loan fixed assets of the Holding Company including equitable mortgage on the specified property of the Holding Company, both
present and future (other than assets exclusively charged to term lenders) and personal guarantee furnished by the director of
the Holding Company, Mr. Sunil Reddy.
4 HDFC Bank Cash credit and INR 200.00 12.98 Cash credit - 9.50%- These facilities are secured by pari-passu first charge on all the current assets of the Holding Company and second charge on
working capital 10.00% all the fixed assets of the Holding Company other than those financed by ICICI Bank and SCB Bank and personal guarantees
demand loan Working capital demand furnished by the director of the Holding Company, Mr. Sunil Reddy.
loan - 8.00% - 9.00%
5 HSBC Bank Overdraft and Working INR 200.00 199.82 7.60% - 9.10% These facilities are secured by pari-passu hypothecation charge on entire current asset of the Holding Company, second charge
capital demand loan on all the fixed assets of the Holding Company both present and future and personal guarantee furnished by the director of the
Holding Company, Mr. Sunil Reddy.
6 HSBC Bank Overdraft INR 250.00 226.86 7.60% - 9.10% This facility is secured by way of pari-passu first charge on the selected investments of the Holding Company in the mutual
funds.

Aggregate amount of loans guaranteed by the directors of the Holding Company outstanding as at 31 March 2018 is ₹ 587.80 millions (31 March 2017: ₹ 625.00, 31 March 2016: ₹ 365.49, 31 March 2015: ₹ 781.41, 31 March 2014: ₹ 390.00)
Information about the Group’s exposure to interest rate, foreign currency and liquidity risks is included in note 48.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

(₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2016 31 March 2016
Proforma Proforma Proforma

Note 26: Trade payables

Total outstanding dues of micro and small enterprises (refer note below) - 0.01 - - -
Total outstanding dues of other than micro and small enterprises ** 631.51 514.65 439.17 435.60 311.55
631.51 514.66 439.17 435.60 311.55
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the
Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at the reporting date has been made in the financial statements based
on information received and available with the Group. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises
Development Act, 2006 ("the MSMED Act") is not expected to be material. The Group has not received any claim for interest from any supplier under the said Act.

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
i) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of the year:
- Principal - 0.01 - - -
- Interest - - - - -
ii) The amount of interest paid by the Group in terms of Section 16 of the MSMED Act, 2006 along with the amount of the payment
- - - - -
made to the supplier beyond the appointed date during the year
iii) The amount of the payments made to micro and small suppliers beyond the appointed day during each accounting year - - - - -
iv) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified under MSMED Act, 2006.
v) The amount of interest accrued and remaining unpaid at the end of each accounting year. - - - - -
vi) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise for the purposes of disallowance as a deductable expenditure under the MSMED Act, - - - - -
2006
- 0.01 - - -
** Includes a part of outstanding balances as disclosed under note 43 (iii)
The Group’s exposure to currency and liquidity risks related to trade payables is disclosed in note 48.

Note 27: Other financial liabilities

Current maturities of long term debt from banks (refer note 21) 92.50 78.04 60.87 49.63 233.38
Current maturities of long term debts from other than banks - - - - 0.60
Interest accrued but not due on borrowings 2.72 4.63 5.38 3.52 2.78
Capital creditors 33.71 26.13 12.53 9.92 10.01
Employee payables** 91.63 62.03 63.49 39.63 30.18
Security deposits 97.26 73.94 44.63 24.06 15.51
317.82 244.77 186.90 126.76 292.46
** Includes a part of outstanding balances as disclosed under note 43 (iii)

The Group’s exposure to currency and liquidity risks related to the above financial liabilities is disclosed in note 48.

Note 28: Current provisions

Provision for employee benefits
Compensated absences 9.89 4.54 2.86 2.45 1.42
Gratuity (refer note 24) 6.26 3.84 2.73 1.89 0.99
16.15 8.38 5.59 4.34 2.41

Note 29: Income tax assets and current tax liabilities

Current tax liability 132.74 112.46 99.22 116.70 77.45
Current tax asset (46.19) (43.54) (44.16) (0.44) (10.59)
86.55 68.92 55.06 116.26 66.86
Also refer note 39, for tax expense.

Note 30: Other current liabilities

Advances from customers 18.31 24.03 21.66 19.57 10.51
Statutory dues (including provident fund and tax deducted at source) 31.94 24.05 15.84 7.27 7.33
50.25 48.08 37.50 26.84 17.84

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

(₹ in million)
For the Year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 31: Revenue from operations

Sale of goods:
- Finished goods 15,746.54 14,393.32 11,972.16 10,217.26 8,410.76
- Traded goods 145.06 - 26.04 25.27 2.10
Sale of services
- Conversion service charges 6.66 1.19 5.09 2.40 2.14
Other operating revenue
- Sale of scrap 6.49 5.93 5.72 3.88 4.19
15,904.75 14,400.44 12,009.01 10,248.81 8,419.19

Note 32: Other income

Interest income
- on deposits 0.03 0.02 0.19 0.92 9.51
- on others 3.28 3.44 2.76 4.24 6.75
Amortisation of government grants (refer note (i) below and note 23) 4.32 1.88 1.30 0.22 0.22
Changes in fair value of biological assets (refer note 6) 9.82 8.95 8.39 6.25 1.68
Fair value gain on financial assets measured at fair value through profit and loss 32.51 26.83 11.57 27.99 16.23
Dividend income from investment in mutual funds 3.90 19.56 23.03 29.49 14.12
Profit on sale of investments in mutual funds, net 0.82 3.73 1.94 5.15 1.38
Profit on sale of investment in associate - - - 0.55 -
Gain on account of foreign exchange fluctuations, net 1.43 1.95 5.44 3.41 3.51
Other non-operating income 9.27 6.90 5.44 6.47 15.81
65.38 73.26 60.06 84.69 69.21

Note (i): Government grants relate to capital investments in property, plant and equipment for creation of cold chain projects. The investment subsidies received from Government towards acquisition of assets are treated as
"Government grants" and the amount in proportion to the depreciation is transferred to statement of profit and loss.

Note 33: Cost of materials consumed

Inventory of materials at the beginning of the year 188.25 49.85 285.25 230.81 22.22
Add: Purchases 12,789.71 11,295.11 8,690.39 9,344.22 6,553.66
Less: Inventory of materials at the end of the year 233.60 188.25 49.85 285.25 230.81
Foreign currency translation adjustment (0.10) (0.93) (0.36) 0.38 -
12,744.26 11,155.78 8,925.43 9,290.16 6,345.07

Break up of cost of material consumed

Consumption of raw material 12,176.81 10,652.80 8,557.45 8,940.12 6,071.62
Consumption of packing material 567.45 486.74 343.10 324.16 261.45
Consumption of consumables for biological assets - 16.24 24.88 25.88 12.00
12,744.26 11,155.78 8,925.43 9,290.16 6,345.07

Note 34: Changes in inventories of finished goods, work-in-progress and stock-in-trade

a) Finished goods
Opening stock 394.56 540.36 697.24 137.26 337.35
Closing stock (602.28) (394.56) (540.36) (697.24) (137.26)
(207.72) 145.80 156.88 (559.98) 200.09
b) Work-in-progress
Opening stock 244.57 297.66 425.44 100.39 380.17
Closing stock (456.46) (244.57) (297.66) (425.44) (100.39)
(211.89) 53.09 127.78 (325.05) 279.78
c) Stock-in-trade
Opening stock - 0.36 0.51 0.20 0.06
Closing stock (8.30) - (0.36) (0.51) (0.20)
(8.30) 0.36 0.15 (0.31) (0.14)

d) Foreign currency translation adjustment 0.69 (0.72) (0.31) - -

(427.22) 198.53 284.50 (885.34) 479.73

Note 35: Employee benefits expense

Salaries, wages and bonus 578.50 494.83 440.70 320.08 239.15
Employee share based payment expenses (refer notes 19(e) and 20) 0.60 - - - -
Contribution to provident and other funds 41.66 34.09 28.44 22.35 16.65
Expenses related to post-employment defined benefit plans (refer note 24) 19.80 13.59 10.02 10.35 2.57
Staff welfare expenses 9.23 7.42 9.98 10.22 10.13
649.79 549.93 489.14 363.00 268.50

Note 36: Depreciation and amortisation expense

Depreciation of property, plant and equipment 266.08 189.05 157.18 117.32 46.45
Amortisation of intangible assets 2.48 1.30 2.29 1.38 1.52
268.56 190.35 159.47 118.70 47.97

Note 37: Finance costs

Interest expense on loan from banks 98.45 72.87 96.94 65.26 26.84
Other interest costs 1.23 4.31 7.41 11.34 6.63
Other borrowing costs 0.02 0.86 3.82 6.18 3.24
99.70 78.04 108.17 82.78 36.71

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

(₹ in million)
For the Year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 38: Other expenses

Power and fuel 279.08 235.46 187.86 176.12 127.58
Consumption of stores and spare parts 134.76 108.78 89.21 85.18 67.06
Conversion and processing charges - 0.63 8.76 4.10 -
Milk procurement expenses 10.96 10.59 12.42 8.47 7.09
Freight inward and handling 397.89 353.06 279.45 249.93 175.44
Repairs and maintenance:
- building 23.02 13.71 14.95 7.73 5.01
- machinery 21.16 10.09 6.49 12.00 7.89
- other assets 3.11 4.52 7.08 3.39 1.02
Rent (refer note (i) below) 53.41 48.12 54.22 37.19 27.40
Rates and taxes 24.43 22.38 12.56 7.91 10.95
Communication expenses 10.75 10.46 9.34 8.50 7.34
Printing and stationery 7.63 5.05 4.52 3.96 3.43
Travelling and conveyance 53.77 47.92 53.44 36.12 35.62
Vehicle hire charges 8.66 8.16 7.06 5.81 5.18
Bank charges 5.26 6.13 7.09 6.02 4.85
Legal and professional charges (refer note (ii) below) 49.21 50.07 33.60 33.89 27.82
Security expenses 29.41 24.82 17.30 14.37 10.32
Bad debts written off 3.06 2.75 - - -
Advances written off 2.33 - 0.33 0.27 -
Provision for doubtful debts (0.88) (2.59) 1.04 0.65 0.72
Provision for doubtful advances 0.20 - (19.87) 23.39 17.14
Provision for other than temporary diminution in the value of investment in associate - - 38.67 - -
Insurance 12.81 10.16 7.80 6.45 1.51
Loss on sale/ retirement of property, plant and equipment, net 6.19 17.47 1.68 0.41 1.20
Loss on sale/ retirement of biological assets 3.67 2.59 0.71 0.28 -
Corporate social responsibility (refer note (iii) below) 6.19 0.22 - - -
Freight and forwarding 152.30 176.45 156.80 159.62 137.19
Advertisement expenses 51.36 75.44 39.49 11.00 25.07
Distribution expenses 440.55 349.33 270.54 240.94 192.23
Miscellaneous expenses 33.99 28.77 21.14 25.53 18.81
1,824.28 1,620.54 1,323.68 1,169.23 917.87
Note:
(i) Operating leases:
The Group has certain cancellable operating leases for plants, chilling centres and milk parlours. Such leases are generally with the option of renewal against increased rent and premature termination of agreement. Rental
expense of ₹ 53.41 (31 March 2017: ₹ 48.12 ; 31 March 2016: ₹ 54.22 ; 31 March 2015: ₹ 37.19; 31 March 2014: ₹ 27.40) in respect of obligation under operating leases have been recognised in the statement of profit and
loss.

(ii) Auditors remuneration (included in legal and professional, including tax)

Audit fees
Statutory audit* 6.88 5.54 5.86 3.76 3.15
Other services - 0.65 1.66 0.46 0.46
Out-of-pocket expenses 0.28 0.25 0.36 0.34 0.12
7.16 6.44 7.88 4.56 3.73
* includes ₹ 0.30 billed in the year ended 31 March 2015 for the statutory audit for the year ended 31 March 2014.

(iii) Corporate social responsibility

Gross amount required to be spent by the Group during the year amounts to ₹ 10.43 (31 March 2017: ₹ 8.48; 31 March 2016: ₹ 6.64; 31 March 2015: ₹ 7.37)

Yet to be
Amount spent during the year ended 31 March 2018 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets 6.19 - 6.19

Yet to be
Amount spent during the year 31 March 2017 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets 0.22 - 0.22

Yet to be
Amount spent during the year 31 March 2016 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets 0.72 - 0.72

Yet to be
Amount spent during the year 31 March 2015 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets - - -

For the Year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Note 39: Income tax expense
(a) Amounts recognised in profit or loss
Current tax 186.04 184.27 242.25 54.00 127.54
Deferred tax 81.37 30.95 (19.34) 1.07 9.40
267.41 215.22 222.91 55.07 136.94

(b) Amounts recognised in other comprehensive income

Current tax - - - - -
Deferred tax 8.10 (1.43) (0.95) 0.57 0.55
8.10 (1.43) (0.95) 0.57 0.55
(c) Reconciliation of effective tax rate
Profit before tax 810.76 680.53 751.22 168.35 390.39
Statutory income tax rate 34.61% 34.61% 34.61% 33.99% 33.99%
Tax using the Group's domestic tax rate 280.59 235.52 259.98 57.22 132.69
Tax effect of:
Exempt income (8.50) (11.58) (29.27) (10.02) (9.82)
Lower tax rate in subsidiary (2.28) 1.56 2.13 1.40 -
Adjustment for items taxed at a lower rate - (3.45) - - -
Others (2.41) (6.83) (9.93) 6.47 14.07
267.41 215.22 222.91 55.07 136.94

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

(₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Note 40: Contingent liabilities
Claims against the Company not acknowledged as debts :
Income tax matters 0.99 0.99 0.99 0.99 0.99
Indirect tax matters 6.44 4.09 - - -

The Group is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before tax authorities and including matters mentioned above. The uncertainties and possible
reimbursements are dependent on the outcome of the different legal processes which have been invoked by the claimants or the Group, as the case may be, and therefore cannot be predicted accurately. The Group engages
reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes. The Management believes that it has a reasonable case in its defence of the proceedings and
accordingly, no further provision is required.

Note 41: Commitments

Capital commitments:

Estimated amount of contracts remaining to be executed on capital account (net of advances) 9.83 79.97 120.44 246.68 28.42

Note 42: Earnings per share ('EPS')

For the year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Earnings
Profit attributable to equity shareholders (A) 543.67 465.31 528.31 113.28 253.45

Shares
Weighted average number of equity shares outstanding during the period for computing basic EPS (B) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
Add: Dilutive effect of employee stock options - - - - -
Weighted average shares used for computing diluted EPS (C) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
Basic earnings per share of face value of ₹10 (A/B) 166.02 142.09 161.33 34.59 77.39
Diluted earnings per share of face value of ₹10 (A/C) 166.02 142.09 161.33 34.59 77.39

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 43: Related parties (₹ in million)

As per the Indian Accounting Standards - “Related Party Disclosures” (Ind AS 24) the following disclosures are made:

(i) Names of related parties and nature of relationship:

Nature of relationship Name of the party
Entities exercising significant influence over the Company TPG Dodla Dairy Holdings Pte. Ltd. (from 20 July 2017)
Black River Capital Partners Food Fund Holdings (Singapore) Pte Ltd (from 11 December 2014 till 20 July 2017)
BR CPF Holdings (Mauritius) Limited (till 11 December 2014)
Associate Global VetMed Concepts India Private Limited (‘GVC’) (from 31 March 2016)
Abyssinia Bharat Food Parks PLC, Ethiopia (till 08 July 2014)
Key management personnel (‘KMP’) Mr. Sunil Reddy, Managing Director
Mr. B.V.K. Reddy, Chief Executive Officer (CEO) (w.e.f. 26 March 2015)
Relatives of KMP Mr. Sesha Reddy, Father of Mr. Sunil Reddy
Mrs. Surekha Reddy, Sister of Mr. Sunil Reddy
Ms. Shilpa Reddy, Daughter of Mr. Sunil Reddy
Enterprise over which KMP have significant influence Dodla Dairy, Vinjimuru
Oremus Corporate Services Private Limited (from 15 June 2015)
D Soft India Private Limited
Surekha Milk Chilling Centre
Dodla Engineering, a Partnership Firm
Global VetMed Concepts Private Limited (‘GVC’) (till 31 March 2016)
Tropical Bovine Genetics Private Limited (from 20 November 2017)
Dodla Nutri Feeds LLP (from 29 June 2017)

(ii) Details of transactions with the above related parties:

Transactions
For the year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Lease rent paid
-Dodla Dairy, Vinjimuru 1.20 1.20 1.20 1.20 1.20
-Surekha Milk Chilling Centre 0.90 0.90 0.90 0.70 0.60
-Dodla Nutri Feeds LLP 0.25 - - - -
Software maintenance expenses
-D Soft India Private Limited 0.60 0.60 0.60 0.59 0.59
Remuneration paid to Key Managerial Personnel (refer note b)
- Short-term employee benefits 74.02 42.38 62.23 8.72 24.21
- Post employment benefits 2.14 2.14 2.14 1.21 1.20
Purchase of raw material
-GVC 9.03 6.24 8.31 2.71 6.57
-Dodla Nutri Feeds LLP 0.22 - - - -
Sale of finished goods, (net of discounts)
-Mr. Sunil Reddy -* 0.05 - 0.01 -
-Mrs. Surekha Reddy -* 0.02 0.02 - -
Other non-operating income
-GVC - - - - 7.58
Expenditure incurred on behalf of
-GVC 6.77 6.91 20.81 24.33 12.43
Reimbursement of expenses paid to
- D Soft India Private Limited - - - 0.01 0.02
- Mr. Sunil Reddy - - - - 0.19
- GVC - - - - 0.63
Consultancy expense
-Oremus Corporate Services Private Limited 0.90 1.03 2.68 - -
-Mr. Sesha Reddy 3.60 3.60 3.60 3.60 3.60
-Ms. Shilpa Reddy 0.60 0.05 - - -
Unsecured loans given
- Mr. Sunil Reddy - - 25.00 - -
- Dodla Engineering - - - 91.50 82.63
Unsecured loans repaid
- Mr. Sunil Reddy 12.50 - 12.50 - -
- Dodla Engineering - - - 91.50 82.63
Sitting fees
- Mr. B.V.K. Reddy 0.77 0.80 - - -
Interest income
- Mr. Sunil Reddy 0.92 1.13 0.29 - -
- Dodla Engineering - - - - 1.13
Investment made in the shares
- Shares subscribed in GVC (adjusted from amount receivable) - - 38.57 - -
- Shares of GVC purchased from Mr. Sunil Reddy - - 0.10 - -
Purchase of goods
-Tropical Bovine Genetics Private Limited 0.54 - - - -
* Below rounding off norm adopted by the company. The actual amounts in ₹ terms are:
Sale of finished goods to Mr. Sunil Reddy - ₹ 1,866
Sale of finished goods to Mrs. Surekha Reddy - ₹ 1,140.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 43: Related parties (continued) (₹ in million)

(iii) Balances with related parties:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Other non-current financial assets
- GVC - Share application money pending allotment - - - 21.00 21.00
- GVC – Provision for doubtful advances - - - (21.00) (21.00)
Loans
- Mr. Sunil Reddy – Loan to director - 12.50 12.50 - -
Other non-current financial assets
- Excess remuneration recoverable from D Sunil Reddy - managing director - - - 11.54 -
Other current financial assets
- Mr. Sunil Reddy – Interest accrued - 0.10 0.10 - -
Other current and non-current assets
- GVC - Other advances 55.17 57.55 53.64 55.56 33.95
- GVC – Provision for doubtful advances (53.64) (53.64) (53.64) (55.56) (33.95)
- Mr. Sunil Reddy – Advance given against salary, net - - 3.48 0.06 -
- Mr. B.V.K. Reddy – Advance given against salary, net - 7.80 - 0.02 -
- Dodla Engineering - - - - 1.13
Other financial liabilities and trade payable
- Oremus Corporate Services Private Limited – Consultancy fees payable 0.08 0.09 0.28 - -
- Ms. Shilpa Reddy - Consultancy fees payable - 0.05 - - -
- Mr. Sunil Reddy - Remuneration payable, net 0.52 0.84 - - 0.77
- Mr. B.V.K Reddy - Remuneration payable, net 9.28 - 10.56 - -

Notes:
a. The borrowings of the Group are secured by personal guarantees given by the director of the Holding Company, Mr. Sunil Reddy as detailed in note 21 and 25.

b. As the future liabilities for gratuity and leave encashment is provided on an actuarial basis and payment of insurance costs are made for the Group as a whole, the amount pertaining to the key management personnel is not
ascertainable, therefore, not included above. Share-based compensation expense allocable to key management personnel ₹ 0.60 (31 March 2017 - ₹ Nil, 31 March 2016 - ₹ Nil, 31 March 2015 - ₹ Nil, 31 March 2014 - ₹ Nil) is also not
included in the remuneration disclosed above.

c. During the year 2013-14, the Group has paid share application money pending allotment to Dodla Milk Processing Plc amounting to ₹ 14.74. During the year 2014-15, the Board of directors of the Group has decided to wind up
Dodla Milk Processing Plc since it does not intend to pursue the business opportunities in Ethiopia and it stands dissolved on 24 November 2015. Shares of Dodla Milk Processing Plc were not allotted to the Group. Subsequently, the
Group had initiated process of settling the dues and repatriating the funds to India and has received ₹13.53, which was deposited in nostro account with Authorised dealer. The Group is required to obtain approval from Reserve Bank
of India (‘RBI’) to utilise these funds. Accordingly, the Group had made necessary application with RBI, who in turn has issued a letter to the Group intimating the contravention made by the Group. The Group has filed the requisite
applications to the RBI for compounding of the contraventions. During the current year, RBI has compounded the said offence and accordingly, the Group can now utilise the fund of ₹ 13.53 received from Ethiopia.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

(₹ in million)
Note 44: Segment reporting
The Group is in the business of processing and selling milk and milk products. The Group's Chief Operating Decision Maker (CODM) reviews the performance of the Group on the basis of economic performance for Liquid Milk, Products
and Curd. For the purpose of reporting the operating segments, all the three segments have been aggregated as a single reporting segment under the provisions of Ind AS 108 'Operating Segments' as the nature of products, the production and
distribution process, class of customers and the regulatory environment is similar for all the segment. Thus, the segment revenue, segment profit, total segment assets and liabilities are all as reflected in the Financial Statements as at and for
the years ended 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014.

The geographical information analyses the Group’s revenues and non-current assets by the Company’s country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the
geographic location of customers and segment assets which have been based on the geographical location of the assets.

(i) Revenues For the year ended

31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
India 15,372.67 14,099.84 11,815.64 10,183.37 8,419.19
Outside India 532.08 300.60 193.37 65.44 -
Total 15,904.75 14,400.44 12,009.01 10,248.81 8,419.19

(ii) Non-current assets * As at

31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
India 3,241.49 2,815.59 2,326.85 1,529.35 1,200.86
Outside India 283.74 254.28 242.25 161.22 -
Total 3,525.23 3,069.87 2,569.10 1,690.57 1,200.86

* Non-current assets excludes financial instruments.

Note 45: Specified Bank Notes (“SBN”)

Details of Specified Bank Notes (SBNs) held and transacted during the period from 8 November, 2016 to 30 December, 2016 are as below:

SBNs* Other denomination

Particulars Total
notes
Closing cash in hand as on 8 November 2016 1.04 2.00 3.04
Add: Permitted receipts# 130.47 1,001.32 1,131.79
Less: Permitted payments - 6.09 6.09
Less: Amount deposited in banks 131.51 989.93 1,121.44
Closing cash in hand as on 30 December 2016 - 7.30 7.30

#The Management has obtained an opinion from an independent legal counsel and is of the view that the cash collected in specified bank notes in the normal course of the business is covered under the ambit of exemption provided under
clause (d) of the notification S.O.3408(E) dated 8th November 2016 issued by the Ministry of Finance, allowing the use of specified bank notes for purchase at milk booths operating under authorisation of the Central or State Governments
until 15 December 2016 (originally 11 November 2016, amended by notifications issued from time to time). Hence, the above specified bank notes collected are considered as permitted receipts.

*For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated
the 8th November, 2016.

Note 46: Transfer pricing

The Group has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92-92F of the Income-tax Act, 1961. The Management is of the opinion that its
domestic transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expenses and that of provision for taxation.

Note 47: Details of the loan given under Section 186 of the Companies Act, 2013
Pursuant to a scheme approved by the members by a special resolution in their meeting dated 6 July 2015, the Group, during the financial year 2015-16, has given an unsecured personal loan to the Managing Director, Mr. Sunil Reddy,
carrying an interest rate of 9% p.a.
Movement in the balance during the five years are as follows:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Opening 12.50 12.50 - - -
Given during the financial year - - 25.00 - -
Repaid during the financial year (12.50) - (12.50) - -
Closing - 12.50 12.50 - -

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 48: Financial instruments - fair values and risk management (₹ in million)

Accounting classification and fair values

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Fair value level
Financial instruments by category Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost FVTPL
Financial Assets
Investments in mutual funds (refer note (a) below) - 669.59 - 683.54 - 637.10 - 609.72 - 925.60 Level 1
Investment in associates - - - - - - - - 1.63 -
Trade receivables 36.05 - 14.28 - 20.37 - 16.06 - 6.49 - -
Cash and cash equivalents 139.17 - 111.62 - 118.19 - 183.84 - 428.12 - -
Bank balances other than above 0.70 - - - - - 2.41 - -
Non-current loans 148.24 - 206.34 - 38.22 - 32.92 - 28.42 - -
Current loans 67.00 - 12.50 - 12.50 - - - - - -
Other non-current financial assets - - 0.50 - - - - - - - -
Other current financial assets 1.63 - 1.39 - 1.30 - 25.58 - 73.43 - -
Derivatives (refer note (b) below) - - - 4.88 - 11.28 - 11.27 - 12.07 Level 2
Total Financial Assets 392.79 669.59 346.63 688.42 190.58 648.38 260.81 620.99 538.09 937.67

Financial Liabilities
Borrowings (current and non-current) 1,258.13 - 1,361.41 - 1,091.93 - 1,262.70 - 750.94 - -
Trade payables 631.51 - 514.66 - 439.17 - 435.60 - 311.55 - -
Interest accrued but not due on borrowings 2.72 - 4.63 - 5.38 - 3.52 - 2.78 - -
Capital creditors 33.71 - 26.13 - 12.53 - 9.92 - 10.01 - -
Security deposits 97.26 - 73.94 - 44.63 - 24.06 - 15.51 - -
Employee payables 91.63 - 62.03 - 63.49 - 39.63 - 30.18 - -
Total Financial Liabilities 2,114.96 - 2,042.80 - 1,657.13 - 1,775.43 - 1,120.97 - -

Measurement of fair values

The carrying amount of the current financial assets and current financial liabilities are considered to be same as their fair values, due to their short term nature.

(a) The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are determined based on their quoted prices.

(b) The fair valuation of derivative financial assets is classified as level 2 in the fair value hierarchy as they are determined based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the market place.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 48: Financial instruments - fair values and risk management (continued) (₹ in million)

Financial Risk Management

The Group's financial risk management is an integral part of how to plan and execute its business strategies. The Group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The
Group's primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. A summary of the risks have been given below.

Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers and
loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the
carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Group assesses the credit quality of the counterparties, taking into account their
financial position, past experience and other factors.

Trade and other receivable

Credit risk is managed by Head (Sales) of the Group. Usually, the business is carried on cash and carry basis. However, for institutional customers credit is provided after a detailed background check and credit analysis.
The Accounts Receivable team along with sales team will evaluate all new customers to determine payment terms and methods to be required, and what level of credit will be established. The Accounts Receivable team
and sales team will also periodically review and re-evaluate payment terms and credit lines of existing customers and to support new customer requirements, and do manage risk as financial and business conditions
change.
Majority of milk customers are un- registered and multi brand sellers. Billing transaction takes all the 365 days in a year. The credit allowed is monitored as per the approved limits.

The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The default in collection as a percentage to total receivable is low. Refer below
for the expected credit loss for trade receivables.

Reconciliation of expected credit loss- Trade receivables

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Expected credit loss - opening 1.33 4.00 3.02 2.39 1.67
Changes in loss allowance (0.88) (2.59) 1.04 0.65 0.72
Foreign currency translation reserve - (0.08) (0.06) (0.02) -
Expected credit loss - closing 0.45 1.33 4.00 3.02 2.39

Cash and cash equivalents

Credit risk on cash and cash equivalents is limited as the Group generally invest in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies.

Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.

The central treasury team monitors rolling forecasts of the Group's liquidity position and cash and cash equivalents on the basis of expected cash flows and any excess/ short liquidity is managed in the form of inter
corporate deposits.

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014. The amounts are gross
and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.

Particulars As at 31 March 2018

Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 631.51 631.51 631.51 - -
Borrowings 1,258.13 1,310.69 1,062.04 109.31 139.34
Other financial liabilities 225.32 225.32 225.32 - -
2,114.96 2,167.52 1,918.87 109.31 139.34

Particulars As at 31 March 2017

Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 514.66 514.66 514.66 - -
Borrowings 1,361.41 1,456.67 1,087.00 119.62 250.05
Other financial liabilities 166.73 166.73 166.73 - -
2,042.80 2,138.06 1,768.39 119.62 250.05

Particulars As at 31 March 2016

Proforma
Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 439.17 439.17 439.17 - -
Borrowings 1,091.93 1,212.63 809.24 92.84 310.55
Other financial liabilities 126.03 126.03 126.03 - -
1,657.13 1,777.83 1,374.44 92.84 310.55

Particulars As at 31 March 2015

Proforma
Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 435.60 435.60 435.60 - -
Borrowings 1,262.70 1,300.17 1,211.98 55.38 32.81
Other financial liabilities 77.13 77.13 77.13 - -
1,775.43 1,812.90 1,724.71 55.38 32.81

Particulars As at 31 March 2014

Proforma
Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 311.55 311.55 311.55 - -
Borrowings 750.94 799.63 655.78 77.73 66.12
Other financial liabilities 58.48 58.48 58.48 - -
1,120.97 1,169.66 1,025.81 77.73 66.12

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 48: Financial instruments - fair values and risk management (continued) (₹ in million)
Financial Risk Management (continued)

Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest Risk
The Group's main interest rate risk arises from long-term and short-term borrowings with variable rates, which exposes the Group to cash flow interest rate risk. The Group also has variable interest deposit receivable
which mitigate the interest rate risk on payables.
The exposure of the Group to interest rate changes at the end of the reporting period are as follows:
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Variable rate borrowings 1,258.13 1,361.41 1,073.60 1,226.04 695.34
Total 1,258.13 1,361.41 1,073.60 1,226.04 695.34

At the end of the reporting period, the Group had the following variable rate borrowings :
As at 31 March 2018 31 March 2017
Weighted % of total Weighted % of total
Average Interest Balance outstanding Average Interest Balance outstanding
rate % payable/receivable rate % payable/receivable
Financial Liabilities
Long term borrowings (including current maturities) 9.70% 315.00 25.04% 9.70% 393.04 28.87%
Current borrowings 7.97% 943.13 74.96% 8.15% 968.37 71.13%
Total 1,258.13 1,361.41

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Weighted % of total Weighted % of total Weighted % of total
Average Interest Balance outstanding Average Interest Balance outstanding Average Interest Balance outstanding
rate % payable/receivable rate % payable/receivable rate % payable/receivable
Financial Liabilities
Long term borrowings 9.37% 366.33 34.12% 10.79% 93.89 7.66% 10.72% 305.20 43.89%
Current borrowings 8.42% 707.27 65.88% 10.51% 1,132.15 92.34% 10.49% 390.14 56.11%
Total 1,073.60 1,226.04 695.34

Sensitivity
The profit or loss is sensitive to higher/lower interest expense and interest income as a result of changes in interest rates.
Impact on profit after tax 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Interest rate - Increases by 50 basis points (6.29) (6.81) (5.37) (6.13) (3.48)
Interest rate - Decreases by 50 basis points 6.29 6.81 5.37 6.13 3.48

Currency risk
The Group has majority of its foreign exchange exposure in the form of External commercial borrowings (ECB), payables and advances for purchase of materials and capital goods. The Group has hedged itself against
the exchange rate fluctuations in relation to ECB by opting for cross currency interest rate swaps.
The following is the nominal value of outstanding derivative contracts entered into by the Group for hedging currency and interest rate related risks as at:
As at 31 March 2018 As at 31 March 2017

Particulars Currency Foreign currency Foreign currency

₹ in million ₹ in million
(Absolute figures) (Absolute figures)

Cross currency swap and interest rate USD - - 500,000 27.16

As at 31 March 2016 As at 31 March 2015 As at 31 March 2014

Proforma Proforma Proforma
Particulars Currency
Foreign currency Foreign currency Foreign currency
₹ in million ₹ in million ₹ in million
(Absolute figures) (Absolute figures) (Absolute figures)

Cross currency swap and interest rate USD 1,000,000 54.33 1,500,000 81.49 2,000,000 108.65

The particulars of un-hedged foreign currency exposure as at balance sheet date is as under
As at 31 March 2018 As at 31 March 2017

Particulars Currency Foreign currency Foreign currency

₹ in million ₹ in million
(Absolute figures) (Absolute figures)

Capital creditors USD - - 35,600 2.31

Cash on hand USD 157,272 10.02 604,047 39.17
Trade receivables USD 567,992 36.19 58,201 3.77
Trade payables USD 81,882 5.21 13,820 0.90

As at 31 March 2016 As at 31 March 2015 As at 31 March 2014

Proforma Proforma Proforma
Particulars Currency
Foreign currency Foreign currency Foreign currency
₹ in million ₹ in million ₹ in million
(Absolute figures) (Absolute figures) (Absolute figures)

Capital creditors USD 35,600 2.36 - - - -

Trade payables EURO - - - - 689 0.06
Cash on hand USD 307,606 20.40 - - - -

Sensitivity
The profit or loss is sensitive to foreign exchange gain/ loss as a result of changes in foreign exchange rates.
Impact on profit after tax 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Foreign exchange rate - Increases by 5% 2.05 1.99 0.90 - -*
Foreign exchange rate - Decreases by 5% (2.05) (1.99) (0.90) - -*
* Below rounding off norm adopted by the company. The actual amount in ₹ terms are as follows:

Impact on profit after tax 31 March 2014

Proforma
Foreign exchange rate - Increases by 5% 2,845.00
Foreign exchange rate - Decreases by 5% (2,845.00)

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 49: Capital management

(a) Risk Management

The Group’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investors, creditors and market confidence and to sustain future development and growth of its
business. In order to maintain the capital structure the Group monitors the return on capital, as well as the level of dividends to equity shareholders. The Group aims to manage its capital efficiently so as to safeguard its
ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves and debt.

The Group monitors capital on the basis of the following:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Total debt 1,258.13 1,361.41 1,091.93 1,262.70 750.94
Total equity 3,397.59 2,840.80 2,410.96 1,996.49 1,907.32
Net debt to equity ratio 37.03% 47.92% 45.29% 63.25% 39.37%

(b) Dividends
During the year ended 31 March 2016, the Board of Directors of Dodla Dairy Limited in its meeting held on 30 October 2015 declared an interim dividend aggregating to ₹ 25 per share on 3,274,823 paid-up equity
shares of ₹ 10 each.

Note 50: Description of the Group

Dodla Dairy Limited (“the Ultimate Holding Group”) together with its subsidiaries and associate entities (collectively referred to as “the Group” or “Dodla Dairy Group”) is headquartered in Hyderabad, India. The Group
is engaged in the business of processing/ production of milk and production of milk products.

Dodla Dairy’s subsidiaries and associate entity are listed below:

Entity Percentage holding (%)

Country of incorporation As at As at As at As at As at
31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Subsidiary
Dodla Holdings Pte Ltd (‘DHPL’) Singapore 100.00 100.00 100.00 100.00 -

Step down subsidiaries

Lakeside Dairy Limited (‘LDL’) Uganda 100.00 100.00 100.00 100.00 -
Dodla Dairy Kenya Limited Kenya 80.00 - - - -
Dodla Singapore Pte Limited Singapore - - - - 100.00

Associates
Global VetMed Concepts India Private Limited (GVC) India 47.94 47.94 47.94 - -
Abyssinia Bharat Food Parks PLC Ethiopia - - - - 34.02

Note 51: Investment in associate

On 31 March 2016, the Group acquired 3,866,923 shares (47.94%) in GVC for a consideration of ₹ 38.67. The Group has not recognised any share of losses of the associate as it exceeds the carrying amount of the
investment.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 52: Business combination (₹ in million)

Summary of acquisition

Name and description of the acquisition Slump purchase of assets from Dr. K Slump purchase of assets from A-One Milk
Navanthi Reddy Products Private Limited
Date of acquisition 31 October 2013 17 December 2015
Primary reason for business combination The acquisition was made to increase the The acquisition was made to increase the
Group's base in these areas through Group's base in these areas through
inorganic growth. inorganic growth.

Details of the purchase consideration and the net assets acquired are as follows:
Particulars Dr. K Navanthi Reddy A-One Milk Products Private Limited
Assets
Freehold land 9.73 29.96
Freehold buildings 6.44 44.94
Plant and machinery 9.63 6.50
Net assets taken over (A) 25.80 81.40
Purchase consideration paid (B) 25.80 81.40
Goodwill (B-A) - -

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53 First-time adoption of Ind AS

The Group has prepared its first financial statements for the year ended 31 March 2018 in accordance with Ind AS. For the year
ended 31 March 2017, the Group had prepared its financial statements in accordance with Companies (Accounting Standards)
Rules, 2006, notified under Section 133 of the Act and other relevant provisions of the Act.

The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended 31 March 2018
including the comparative information for the year ended 31 March 2017 and the opening Ind AS balance sheet on the date of
transition i.e. 1 April 2016.

In preparing its Ind AS balance sheet as at 1 April 2016 and in presenting the comparative information for the year ended 31 March
2017, the Group has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. For
the preparation of Proforma Ind AS financial statements as at and for the year ended 31 March 2016, 31 March 2015 and 31 March
2014 which were prepared under previous generally accepted accounting principles followed in India (Previous GAAP) and based
on the SEBI circular SEBI/HO/ CFD/DIL/CIR/P/2016/47 dated 31 March 2016, following accounting policies/ restatements were
made:
i. Ind AS transition adjustments and accounting policy choices as initially adopted on 1 April 2016 were effected from 1 April 2013
for the preparation of Proforma Ind AS financials
ii. Opening balance sheet was restated to recognise all assets and liabilities whose recognition is required by Ind AS; and
iii. All mandatory exceptions and optional exemptions available under Ind AS 101 were analysed on case to case basis for the first-
time adoption and restatement adjustments were made accordingly.

This note explains the principal adjustments made by the Group in restating its financial statements prepared in accordance with
previous GAAP, and how the transition from previous GAAP to Ind AS has affected the Group's financial position, financial
performance and cash flows.

Optional exemptions availed and mandatory exceptions

In preparing the financial statements, the Group has applied the below mentioned optional exemptions and mandatory exceptions.

A.1 Optional exemptions availed

1 Property, plant and equipment and intangible assets

As per Ind AS 101 an entity may elect to:

(i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed
cost at that date.
(ii) use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost
at the date of revaluation, provided the revaluation was, at the date of revaluation, broadly comparable to:
- fair value
- or cost or depreciated cost under Ind AS adjusted to reflect.
The elections under (i) and (ii) above are also available for intangible assets that meets the recognition criteria in Ind AS 38,
Intangible Assets, (including reliable measurement of original cost); and criteria in Ind AS 38 for revaluation (including the
existence of an active market).
(iii) use carrying values of property, plant and equipment and intangible assets as on the date of transition to Ind AS (which are
measured in accordance with previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under
Ind AS 101) if there has been no change in its functional currency on the date of transition.
As permitted by Ind AS 101, the Group has elected to continue with the carrying values under previous GAAP for all the items of
property, plant and equipment. The same election has been made in respect of intangible assets also.

2 Business combination
Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the
transition date. This provides relief from full retrospective application that would require restatement of all business combinations
prior to the transition date.
The Group elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business
combinations occurring prior to the transition date have not been restated.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53 First-time adoption of Ind AS (continued)

Optional exemptions availed and mandatory exceptions (continued)

A.2 Mandatory exceptions

1 Estimates
As per Ind AS 101, an entity's estimates in accordance with Ind AS at the date of transition to Ind AS or at the end of the
comparative period presented in the entity's first Ind AS financial statements, as the case may be, should be consistent with
estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates
were in error. However, the estimates should be adjusted to reflect any differences in accounting policies.
As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous
GAAP, those estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS
balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS).
The Group's estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the
financial statements that were not required under the previous GAAP are listed below:
- Fair valuation of biological assets
- Fair valuation of financial instruments carried at FVTPL

2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the
date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and
circumstances existing at the date of transition if retrospective application is impracticable.
Accordingly, the Group has determined the classification of financial assets based on facts and circumstances that existed on the
date of transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the
same is impracticable.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2017 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment D - (vii) 2,555.74 (25.74) 2,530.00 - 2,530.00
Capital work-in-progress 299.11 - 299.11 - 299.11
Intangible assets 3.33 - 3.33 - 3.33
Biological assets other than bearer plants
Matured biological assets D - (ii) 16.11 1.57 17.68 - 17.68
Immatured biological assets 5.87 - 5.87 - 5.87
Financial assets
Loans 206.34 - 206.34 - 206.34
Other financial assets 0.50 - 0.50 - 0.50
Income tax assets 43.54 - 43.54 - 43.54
Other non-current assets D - (vii) 145.14 25.20 170.34 - 170.34
Total non-current assets 3,275.68 1.03 3,276.71 - 3,276.71

Current assets
Inventories 851.96 - 851.96 - 851.96
Financial assets
Investments D - (iii) 641.03 42.51 683.54 - 683.54
Trade receivables 14.28 - 14.28 - 14.28
Loans 12.50 - 12.50 - 12.50
Cash and cash equivalents 111.62 - 111.62 - 111.62
Derivatives 4.88 - 4.88 - 4.88
Other financial assets 1.39 - 1.39 - 1.39
Other current assets D - (vii) 299.94 0.54 300.48 - 300.48
Total current assets 1,937.60 43.05 1,980.65 - 1,980.65
Total assets 5,213.28 44.08 5,257.36 - 5,257.36

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 2,760.03 20.56 2,780.59 27.46 2,808.05
Total equity 2,792.78 20.56 2,813.34 27.46 2,840.80

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 315.00 - 315.00 - 315.00
Deferred tax liabilities (net) D - (iv) 119.89 10.86 130.75 (30.50) 100.25
Government grants D - (i) 3.26 11.20 14.46 - 14.46
Provisions 88.67 - 88.67 - 88.67
Total non-current liabilities 526.82 22.06 548.88 (30.50) 518.38

Current liabilities
Financial liabilities
Borrowings 968.37 - 968.37 - 968.37
Trade payables 514.66 - 514.66 - 514.66
Other financial liabilities 244.77 - 244.77 - 244.77
Government grants D - (i) - 1.46 1.46 - 1.46
Provisions 8.38 - 8.38 - 8.38
Current tax liabilities 109.42 - 109.42 3.04 112.46
Other current liabilities 48.08 - 48.08 - 48.08
Total current liabilities 1,893.68 1.46 1,895.14 3.04 1,898.18
Total liabilities 2,420.50 23.52 2,444.02 (27.46) 2,416.56
Total equity and liabilities 5,213.28 44.08 5,257.36 - 5,257.36

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2016 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment D - (vii) 1,806.13 (28.82) 1,777.31 - 1,777.31
Capital work-in-progress 365.20 - 365.20 - 365.20
Intangible assets 2.17 - 2.17 - 2.17
Biological assets other than bearer plants
Matured biological assets 12.89 - 12.89 - 12.89
Immatured biological assets 5.35 - 5.35 - 5.35
Financial assets
Investments - - - - -
Loans 38.22 - 38.22 - 38.22
Other financial assets - - - - -
Income tax assets 44.16 - 44.16 - 44.16
Other non-current assets D - (vii) 333.74 28.28 362.02 - 362.02
Total non-current assets 2,607.86 (0.54) 2,607.32 - 2,607.32

Current assets
Inventories 904.33 - 904.33 - 904.33
Financial assets
Investments D - (iii) 609.79 27.31 637.10 - 637.10
Trade receivables 20.37 - 20.37 - 20.37
Loans 12.50 - 12.50 - 12.50
Cash and cash equivalents 118.19 - 118.19 - 118.19
Derivatives 11.28 - 11.28 - 11.28
Other financial assets 1.30 - 1.30 - 1.30
Other current assets D - (vii) 38.51 0.54 39.05 - 39.05
Total current assets 1,716.27 27.85 1,744.12 - 1,744.12
Total assets 4,324.13 27.31 4,351.44 - 4,351.44

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 2,353.84 8.77 2,362.61 15.60 2,378.21
Total equity 2,386.59 8.77 2,395.36 15.60 2,410.96

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 323.79 - 323.79 - 323.79
Deferred tax liabilities (net) D - (iv) 87.00 4.62 91.62 (20.89) 70.73
Government grants D - (i) 3.45 12.46 15.91 - 15.91
Provisions 52.94 - 52.94 - 52.94
Total non-current liabilities 467.18 17.08 484.26 (20.89) 463.37

Current liabilities
Financial liabilities
Borrowings 707.27 - 707.27 - 707.27
Trade payables 439.17 - 439.17 - 439.17
Other financial liabilities 186.90 - 186.90 - 186.90
Government grants D - (i) - 1.46 1.46 - 1.46
Provisions 5.59 - 5.59 - 5.59
Current tax liabilities 93.93 - 93.93 5.29 99.22
Other current liabilities 37.50 - 37.50 - 37.50
Total current liabilities 1,470.36 1.46 1,471.82 5.29 1,477.11
Total liabilities 1,937.54 18.54 1,956.08 (15.60) 1,940.48
Total equity and liabilities 4,324.13 27.31 4,351.44 - 4,351.44

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2015 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment D - (vii) 1,373.66 (20.20) 1,353.46 - 1,353.46
Capital work-in-progress 49.78 49.78 - 49.78
Intangible assets 2.20 - 2.20 - 2.20
Biological assets other than bearer plants
Matured biological assets D - (ii) 3.88 1.64 5.52 - 5.52
Immatured biological assets D - (ii) 9.46 (1.52) 7.94 - 7.94
Financial assets
Loans 32.92 - 32.92 - 32.92
Other financial assets - - - - -
Income tax assets 0.44 - 0.44 - 0.44
Other non-current assets D - (vii) 251.57 19.66 271.23 - 271.23
Total non-current assets 1,723.91 (0.42) 1,723.49 - 1,723.49

Current assets
Inventories 1,424.30 - 1,424.30 - 1,424.30
Financial assets
Investments D - (iii) 572.22 37.50 609.72 - 609.72
Trade receivables 16.06 - 16.06 - 16.06
Cash and cash equivalents 183.84 - 183.84 - 183.84
Bank balances other than above 2.41 - 2.41 - 2.41
Derivatives 11.27 - 11.27 - 11.27
Other financial assets 25.58 - 25.58 - 25.58
Other current assets D - (vii) 56.25 0.54 56.79 - 56.79
Total current assets 2,291.93 38.04 2,329.97 - 2,329.97
Total assets 4,015.84 37.62 4,053.46 - 4,053.46

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 2,091.60 24.60 2,116.20 (152.46) 1,963.74
Total equity 2,124.35 24.60 2,148.95 (152.46) 1,996.49

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 80.92 - 80.92 - 80.92
Deferred tax liabilities (net) D - (iv) 41.99 13.02 55.01 36.01 91.02
Government grants 3.45 - 3.45 - 3.45
Provisions 38.97 - 38.97 - 38.97
Total non-current liabilities 165.33 13.02 178.35 36.01 214.36

Current liabilities
Financial liabilities
Borrowings 1,132.15 - 1,132.15 - 1,132.15
Trade payables 435.60 - 435.60 - 435.60
Other financial liabilities 126.76 - 126.76 - 126.76
Government grants 0.22 - 0.22 - 0.22
Provisions 4.34 - 4.34 - 4.34
Current tax liabilities 0.25 - 0.25 116.45 116.70
Other current liabilities 26.84 - 26.84 - 26.84
Total current liabilities 1,726.16 - 1,726.16 116.45 1,842.61
Total liabilities 1,891.49 13.02 1,904.51 152.46 2,056.97
Total equity and liabilities 4,015.84 37.62 4,053.46 - 4,053.46

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2014 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment 757.78 - 757.78 (12.72) 745.06
Capital work-in-progress 187.36 - 187.36 - 187.36
Intangible assets 2.45 - 2.45 - 2.45
Biological assets other than bearer plants
Matured biological assets - - - - -
Immatured biological assets D - (ii) 4.42 (0.09) 4.33 - 4.33
Financial assets
Investments 1.63 - 1.63 - 1.63
Loans 28.42 - 28.42 - 28.42
Other financial assets - - - - -
Income tax assets 10.59 - 10.59 - 10.59
Other non-current assets 251.07 - 251.07 - 251.07
Total non-current assets 1,243.72 (0.09) 1,243.63 (12.72) 1,230.91

Current assets
Inventories 482.48 - 482.48 - 482.48
Financial assets
Investments D - (iii) 902.32 23.28 925.60 - 925.60
Trade receivables 6.49 - 6.49 - 6.49
Cash and cash equivalents 428.12 - 428.12 - 428.12
Derivatives 12.07 - 12.07 - 12.07
Other financial assets 73.43 - 73.43 - 73.43
Other current assets 92.93 - 92.93 (14.33) 78.60
Total current assets 1,997.84 23.28 2,021.12 (14.33) 2,006.79
Total assets 3,241.56 23.19 3,264.75 (27.05) 3,237.70

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 1,983.62 15.17 1,998.79 (124.22) 1,874.57
Total equity 2,016.37 15.17 2,031.54 (124.22) 1,907.32

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 126.82 - 126.82 - 126.82
Deferred tax liabilities (net) D - (iv) 88.46 8.02 96.48 (7.10) 89.38
Government grants 3.67 3.67 - 3.67
Provisions 18.44 - 18.44 - 18.44
Total non-current liabilities 237.39 8.02 245.41 (7.10) 238.31

Current liabilities
Financial liabilities
Borrowings 390.14 - 390.14 - 390.14
Trade payables 311.55 - 311.55 - 311.55
Other financial liabilities 292.46 - 292.46 - 292.46
Government grants 0.22 - 0.22 - 0.22
Provisions 2.41 - 2.41 - 2.41
Current tax liabilities (26.82) - (26.82) 104.27 77.45
Other current liabilities 17.84 - 17.84 - 17.84
Total current liabilities 987.80 - 987.80 104.27 1,092.07
Total liabilities 1,225.19 8.02 1,233.21 97.17 1,330.38
Total equity and liabilities 3,241.56 23.19 3,264.75 (27.05) 3,237.70

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the total comprehensive income reconciliation from previous GAAP to Ind AS:

Reconciliation of toil comprehensive income for the year ended 31 March 2017 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 14,415.26 (14.82) 14,400.44 - 14,400.44

Other income D - (i), (ii) & (iii) 47.03 26.23 73.26 - 73.26
Total income 14,462.29 11.41 14,473.70 - 14,473.70

Expenses
Cost of materials consumed D - (ii) 11,139.54 16.24 11,155.78 - 11,155.78
Changes in inventories of finished goods, stock-in-trade and work-in-progress 198.53 - 198.53 - 198.53
Employee benefits expense D - (ii) & (v) 549.95 (0.02) 549.93 - 549.93
Depreciation and amortisation expense D - (ii) & (vii) 202.50 (12.15) 190.35 - 190.35
Finance costs 80.29 - 80.29 (2.25) 78.04
Provision for impairment on live stock D - (ii) 7.81 (7.81) - - -
Other expenses D - (ii), (vi) & (vii) 1,627.97 (7.43) 1,620.54 - 1,620.54
Total expenses 13,806.59 (11.17) 13,795.42 (2.25) 13,793.17

Profit before tax 655.70 22.58 678.28 2.25 680.53

Income tax expense

-Current tax 184.27 - 184.27 - 184.27
-Deferred tax D - (iv) 32.89 7.67 40.56 (9.61) 30.95
Total tax expense 217.16 7.67 224.83 (9.61) 215.22

Profit for the year (A) 438.54 14.91 453.45 11.86 465.31

Other comprehensive income D - (v)

Items that will be reclassified subsequently to the statement of profit or loss
Foreign currency translation reserve - (32.77) (32.77) - (32.77)
Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - (4.13) (4.13) - (4.13)
Income tax relating to these items D - (iv) - 1.43 1.43 - 1.43
Other comprehensive income for the year (B) - (35.47) (35.47) - (35.47)

Total comprehensive income for the year (A+B) 438.54 (20.56) 417.98 11.86 429.84
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

Reconciliation of toil comprehensive income for the year ended 31 March 2016 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 12,013.47 (4.46) 12,009.01 - 12,009.01

Other income D - (i), (ii) & (iii) 60.25 (0.19) 60.06 - 60.06
Total income 12,073.72 (4.65) 12,069.07 - 12,069.07

Expenses
Cost of materials consumed D - (ii) 8,900.55 24.88 8,925.43 - 8,925.43
Purchases of stock-in-trade 27.46 - 27.46 - 27.46
Changes in inventories of finished goods, stock-in-trade and work-in-progress 284.50 - 284.50 - 284.50
Employee benefits expense D - (ii) & (v) 484.91 4.23 489.14 - 489.14
Depreciation and amortisation expense D - (ii) & (vii) 168.31 (8.84) 159.47 - 159.47
Finance costs 121.77 0.02 121.79 (13.62) 108.17
Provision for impairment on live stock D - (ii) 21.10 (21.10) - - -
Other expenses D - (ii), (vi) & (vii) 1,321.03 2.65 1,323.68 - 1,323.68
Total expenses 11,329.63 1.84 11,331.47 (13.62) 11,317.85

Profit before tax 744.09 (6.49) 737.60 13.62 751.22

Income tax expense

-Current tax 242.25 - 242.25 - 242.25
-Tax for earlier years 142.26 - 142.26 (142.26) -
-Deferred tax D - (iv) 0.30 (7.46) (7.16) (12.18) (19.34)
Total tax expense 384.81 (7.46) 377.35 (154.44) 222.91

Profit for the year (A) 359.28 0.97 360.25 168.06 528.31

Other comprehensive income D - (v)

Items that will be reclassified subsequently to the statement of profit or loss
Foreign currency translation reserve - (13.50) (13.50) - (13.50)
Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - (2.75) (2.75) - (2.75)
Income tax relating to these items D - (iv) - 0.95 0.95 - 0.95
Other comprehensive income for the year (B) - (15.30) (15.30) - (15.30)

Total comprehensive income for the year (A+B) 359.28 (14.33) 344.95 168.06 513.01
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the total comprehensive income reconciliation from previous GAAP to Ind AS:

Reconciliation of toil comprehensive income for the year ended 31 March 2015 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 10,249.69 (0.88) 10,248.81 - 10,248.81

Other income D - (ii) & (iii) 65.33 19.36 84.69 - 84.69
Total income 10,315.02 18.48 10,333.50 - 10,333.50

Expenses
Cost of materials consumed D - (ii) 9,264.28 25.88 9,290.16 - 9,290.16
Purchases of stock-in-trade 26.62 - 26.62 - 26.62
Changes in inventories of finished goods, stock-in-trade and work-in-progress (885.34) - (885.34) - (885.34)
Employee benefits expense D - (ii) & (v) 349.46 13.54 363.00 - 363.00
Depreciation and amortisation expense D - (ii) & (vii) 132.43 (1.01) 131.42 (12.72) 118.70
Finance costs 75.58 - 75.58 7.20 82.78
Provision for impairment on live stock D - (ii) 51.94 (51.94) - - -
Other expenses D - (ii), (vi) & (vii) 1,164.34 19.22 1,183.56 (14.33) 1,169.23
Total expenses 10,179.31 5.69 10,185.00 (19.85) 10,165.15

Profit before tax 135.71 12.79 148.50 19.85 168.35

Income tax expense

-Current tax 48.90 - 48.90 5.10 54.00
-MAT credit entitlement (41.21) - (41.21) 41.21 -
-Tax for earlier years 0.12 - 0.12 (0.12) -
-Deferred tax D - (iv) (5.26) 4.43 (0.83) 1.90 1.07
Total tax expense 2.55 4.43 6.98 48.09 55.07

Profit for the year (A) 133.16 8.36 141.52 (28.24) 113.28

Other comprehensive income D - (v)

Items that will be reclassified subsequently to the statement of profit or loss
Foreign currency translation reserve - (25.18) (25.18) - (25.18)
Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - 1.64 1.64 - 1.64
Income tax relating to these items D - (iv) - (0.57) (0.57) - (0.57)
Other comprehensive income for the year (B) - (24.11) (24.11) - (24.11)

Total comprehensive income for the year (A+B) 133.16 (15.75) 117.41 (28.24) 89.17
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

Reconciliation of toil comprehensive income for the year ended 31 March 2014 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 8,421.05 (1.86) 8,419.19 - 8,419.19

Other income D - (ii) & (iii) 66.03 3.18 69.21 - 69.21
Total income 8,487.08 1.32 8,488.40 - 8,488.40

Expenses
Cost of materials consumed D - (ii) 6,333.07 12.00 6,345.07 - 6,345.07
Purchases of stock-in-trade 2.16 - 2.16 - 2.16
Changes in inventories of finished goods, stock-in-trade and work-in-progress 479.73 - 479.73 - 479.73
Employee benefits expense D - (ii) & (v) 265.32 3.18 268.50 - 268.50
Depreciation and amortisation expense 46.69 - 46.69 1.28 47.97
Finance costs 30.08 - 30.08 6.63 36.71
Provision for impairment on live stock D - (ii) 13.18 (13.18) - - -
Other expenses D - (ii), (vi) & (vii) 941.86 (0.51) 941.35 (23.48) 917.87
Total expenses 8,112.09 1.49 8,113.58 (15.57) 8,098.01

Profit before tax 374.99 (0.17) 374.82 15.57 390.39

Income tax expense

-Current tax 96.31 - 96.31 31.23 127.54
-Tax for earlier years 1.90 - 1.90 (1.90) -
-Deferred tax D - (iv) 1.06 (0.06) 1.00 8.40 9.40
Total tax expense 99.27 (0.06) 99.21 37.73 136.94

Profit for the year (A) 275.72 (0.11) 275.61 (22.16) 253.45

Other comprehensive income D - (v)

Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - 1.58 1.58 - 1.58
Income tax relating to these items D - (iv) - (0.55) (0.55) - (0.55)
Other comprehensive income for the year (B) - 1.03 1.03 - 1.03

Total comprehensive income for the year (A+B) 275.72 0.92 276.64 (22.16) 254.48
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued)

C (i): Reconciliation of statement of equity as previously reported under IGAAP and Ind AS
(₹ in million)
Notes to first time 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Particulars
adoption Proforma Proforma Proforma
Total equity as per Indian GAAP 2,792.78 2,386.59 2,124.35 2,016.37
Government grants recognised as deferred income D - (i) (12.66) (13.92) - -
Changes in fair value of biological assets D - (ii) 1.57 - 0.12 (0.09)
Investment in mutual funds recognised at fair value D - (iii) 42.51 27.31 37.50 23.28
Deferred tax on above adjustment D - (iv) (10.86) (4.62) (13.02) (8.02)
Total equity as per Ind AS 2,813.34 2,395.36 2,148.95 2,031.54

C (ii): Reconciliation of statement of profit and loss as previously reported under IGAAP and Ind AS

Notes to first time 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Particulars
adoption Proforma Proforma Proforma
Net profit after tax as per IGAAP 438.54 359.28 133.16 275.72
Government grants recognised as deferred income D - (i) 1.68 1.08 - -
Changes in fair value of biological assets D - (ii) 1.57 (0.12) 0.21 (0.09)
Investment in mutual funds recognised at fair value D - (iii) 15.20 (10.19) 14.22 1.50
Deferred tax on above adjustment D - (iv) (6.24) 8.40 (5.00) (0.49)
Remeasurement of the net defined benefit obligation recognised in other comprehensive income 2.70 1.80 (1.07) (1.03)
Net profit after tax as per Ind AS 453.45 360.25 141.52 275.61
Other comprehensive income net of taxes (35.47) (15.30) (24.11) 1.03
Total comprehensive income as per Ind AS 417.98 344.95 117.41 276.64

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 53: First-time adoption of Ind AS (continued) (₹ in million)

D: Notes to reconciliation

(i) Government grant

The Group has received government grants against the capital expenditure incurred. Under the previous GAAP, the aforesaid grants were carried under capital reserve. Under Ind AS,
government grants received against depreciable assets shall be credited to the statement of profit and loss over the useful life of the respective assets. The impact as at the date of
transition has been adjusted through retained earnings.

(ii) Biological assets

Under the previous GAAP, biological assets were measured at cost. Ind AS requires all biological assets to be measured on each reporting date at their respective fair values with the
fair value changes being recognised in the statement of profit and loss. The impact as at the date of transition has been adjusted through retained earnings.

(iii) Investments
Under the previous GAAP, investments in mutual funds were classified as non-current investments or current investments based on the intended holding period and realisability. Non-
current investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair
value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments have been recognised in retained earnings as at
the date of transition.

(iv) Deferred tax

The deferred tax impact of the above Ind AS adjustments has been considered based on the tax laws.

(v) Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of
income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as 'other comprehensive income' includes re-measurements of defined
benefit plans, net of its tax impact and foreign currency translation adjustments. The concept of other comprehensive income did not exist under previous GAAP.

(vi) Sale of goods

Under previous GAAP, scheme based discounts and rebates were grouped under other expenses, however, under Ind AS, these expenses are netted off against sale of goods. There is
no impact on the profit or retained earnings of the Group.

(vii) Prepaid operating lease rent

Under the previous GAAP, land was specifically scoped out from the scope of AS 19 Leases, hence leasehold land was grouped under plant, property and equipment and the
respective amortisation charge was disclosed as depreciation charge in the statement of profit or loss. There is no such exclusion under Ind AS 17, hence the Group has reclassified
leasehold land from plant, property and equipment to prepaid rent, with a corresponding amortisation charge debited to rent expense.

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Annexure VII - Notes to the Restated Consolidated Financial Information (continued)
(₹ in millions except for share data or otherwise stated)

Note 54 Additional information pursuant to para 2 of general instructions for the preparation of Consolidated Financial Statements:

As at and for the year ended 31 March 2018

Name of the Entity
Net assets (i.e. total assets minus total liabilities) Share in profit or (loss) Share in other comprehensive income Total

As % of consolidated net As % of consolidated profit or As % of consolidated other As % of consolidated total

Amount Amount Amount Amount
assets loss comprehensive income comprehensive income

Parent
Dodla Dairy Limited 100.91% 3,428.40 93.62% 508.69 122.20% 15.30 94.27% 523.99

Subsidiary
Dodla Holdings Pte Limited 11.10% 377.10 12.01% 65.23 - - 11.73% 65.23

Non-controlling interest - - -0.06% (0.32) - - (0.00) (0.32)

Associate
Global VetMed Concepts Private Limited** - - - - - - - -

Adjustment arising out of consolidation -12.01% (407.91) -5.57% (30.25) -22.20% (2.78) -5.94% (33.03)

Total 100.00% 3,397.59 100.00% 543.35 100.00% 12.52 100.00% 555.87

As at and for the year ended 31 March 2017

Name of the Entity
Net assets (i.e. total assets minus total liabilities) Share in profit or (loss) Share in other comprehensive income Total

As % of consolidated net As % of consolidated profit or As % of consolidated other As % of consolidated total

Amount Amount Amount Amount
assets loss comprehensive income comprehensive income
Parent
Dodla Dairy Limited 102.22% 2,903.81 99.09% 461.08 7.61% (2.70) 106.64% 458.38

Subsidiary
Dodla Holdings Pte Limited 12.14% 344.82 0.91% 4.23 - - 0.98% 4.23

Associate
Global VetMed Concepts Private Limited** - - - - - - - -

Adjustment arising out of consolidation -14.36% (407.83) 0.00% (0.00) 92.39% (32.77) -7.62% (32.77)

Total 100.00% 2,840.80 100.00% 465.31 100.00% (35.47) 100.00% 429.84

As at and for the year ended 31 March 2016

Proforma
Name of the Entity
Net assets (i.e. total assets minus total liabilities) Share in profit or (loss) Share in other comprehensive income Total

As % of consolidated net As % of consolidated profit or As % of consolidated other As % of consolidated total

Amount Amount Amount Amount
assets loss comprehensive income comprehensive income
Parent
Dodla Dairy Limited 101.43% 2,445.43 97.03% 512.61 11.76% (1.80) 99.57% 510.81
Subsidiary
Dodla Holdings Pte Limited 12.68% 305.59 2.97% 15.70 - - 3.06% 15.70

Associate
Global VetMed Concepts Private Limited** - - - - - - 0.00% -

Adjustment arising out of consolidation -14.11% (340.06) - - 88.24% (13.50) -2.63% (13.50)

Total 100.00% 2,410.96 100.00% 528.31 100.00% (15.30) 100.00% 513.01

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Dodla Dairy Limited
Changes in inventories of finished goods, stock-in-trade and work-in-progress
(₹ in millions except for share data or otherwise stated)

Note 54 Additional information pursuant to para 2 of general instructions for the preparation of Consolidated Financial Statements (continued):

As at and for the year ended 31 March 2015

Name of the Entity
Net assets (i.e. total assets minus total liabilities) Share in profit or (loss) Share in other comprehensive income Total

As % of consolidated net As % of consolidated profit or As % of consolidated other As % of consolidated total

Amount Amount Amount Amount
assets loss comprehensive income comprehensive income

Parent
Dodla Dairy Limited 101.84% 2,033.16 110.14% 124.77 -4.44% 1.07 141.13% 125.84

Subsidiary
Dodla Holdings Pte Limited 13.14% 262.35 -10.38% (11.76) - - -13.19% (11.76)

Associate
Global VetMed Concepts Private Limited** - - - - - - - -

Adjustment arising out of consolidation -14.98% (299.02) 0.24% 0.27 104.44% (25.18) -27.94% (24.91)

Total 100.00% 1,996.49 100.00% 113.28 100.00% (24.11) 100.00% 89.17

As at and for the year ended 31 March 2014

Proforma
Name of the Entity
Net assets (i.e. total assets minus total liabilities) Share in profit or (loss) Share in other comprehensive income Total

As % of consolidated net As % of consolidated profit or As % of consolidated other As % of consolidated total

Amount Amount Amount Amount
assets loss comprehensive income comprehensive income

Parent
Dodla Dairy Limited 100.00% 1,907.32 100.00% 253.45 100.00% 1.03 100.00% 254.48

Subsidiary
Dodla Singapore Pte. Limited -* -* - - - - - -

Associate
Abyssinia Bharat Food Parks PLC - - - - - - - -

Adjustment arising out of consolidation -* -* - - - - - -

Total 100.00% 1,907.32 100.00% 253.45 100.00% 1.03 100.00% 254.48

* Below rounding off norm adopted by the company. The actual amount in ₹ terms is ₹ 61.
**The group has not recognised any share of losses of the associate as it exceeds the carrying amount of the investment.

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Dodla Dairy Limited

Annexure VII - Notes to the Restated Consolidated Financial Information (continued)

Note 55: During the year ended 31 March 2018 no material foreseeable loss (year ended 31 March 2017, 31 March 2016, 31 March 2015, 31 March 2014 : Nil) was incurred for any long-term contract including derivative
contracts.

As per our report of even date attached

for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

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Dodla Dairy Limited

Annexure VIII: Restated statement of other income

(₹ in million)
For the Year ended
Nature (Recurring/
Particulars 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Non-recurring)
Proforma Proforma Proforma
Interest income
- on deposits Recurring 0.03 0.02 0.19 0.92 9.51
- on others Recurring 3.28 3.44 2.76 4.24 6.75
Amortisation of government grants Recurring 4.32 1.88 1.30 0.22 0.22
Changes in fair value of biological assets Recurring 9.82 8.95 8.39 6.25 1.68
Fair value gain on financial assets measured at fair value
Recurring 32.51 26.83 11.57 27.99 16.23
through profit and loss
Dividend income from investment in mutual funds Recurring 3.90 19.56 23.03 29.49 14.12
Profit on sale of investments in mutual funds, net Recurring 0.82 3.73 1.94 5.15 1.38
Profit on sale of investment in associate Non-recurring - - - 0.55 -
Gain on account of foreign exchange fluctuations, net Recurring 1.43 1.95 5.44 3.41 3.51
Other non-operating income Recurring 9.27 6.90 5.44 6.47 15.81
Total other income* 65.38 73.26 60.06 84.69 69.21
* Not related to normal business activity.

Annexure IX - Restated statement of dividend paid (All amounts and number of shares in ₹ millions, except per share data)

For the year ended

Particulars 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Number of fully paid equity shares 3.27 3.27 3.27 3.27 3.27
Equity share capital 32.75 32.75 32.75 32.75 32.75
Face value (₹) 10 10 10 10 10
Rate of dividend % - - 250% - -
Amount of interim dividend paid - - 81.87 - -
Dividend distribution tax - - 16.67 - -

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to consolidated audited financial statements in Annexure V and notes to
the Restated Consolidated Financial Information in Annexure VII.

Annexure X - Restated statement of capitalisation

(₹ in million)
As at Post issue (refer
Particulars
31 March 2018 note 3 below)
Debt:
Long term borrowings 222.50
Short term borrowings 943.13
Current portion of secured long term borrowings, included in other financial liabilities 92.50
Total Debt (A) 1,258.13

Shareholders Funds:
Equity share capital 32.75
Other equity
Capital redemption reserve 12.00
Securities premium 1,092.25
Foreign currency translation reserve (74.23)
Retained earnings 2,334.22
Share options outstanding account 0.60
Total Shareholders Funds (B) 3,397.59

Total Debt/ Shareholder Funds (A/B) 0.37

Note 1 : The Board of Directors of the Holding Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing
shareholders of the Holding Company. The proposal of the Board of Directors was approved by the Shareholders of the Holding Company in their Annual General Meeting held on 17 July
2018. The effect of post balance sheet adjustment has not been considered above.

Note 2 : To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to consolidated audited financial statements in Annexure V and notes
to the Restated Consolidated Financial Information in Annexure VII.

Note 3 : The corresponding post issue capitalisation data in the above table is not determinable at this stage pending the completion of the Book Building Process and hence the same has
not been provided in the above statement.

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Dodla Dairy Limited

Annexure XI - Restated Statement of Accounting Ratios

(All amounts and number of shares in ₹ millions, except per share data)
For the year ended
Particulars 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Net worth as at the year end (refer note 4 below) (A) 3,397.59 2,840.80 2,410.96 1,996.49 1,907.32
Profit attributable to the equity shareholders (B) 543.35 465.31 528.31 113.28 253.45

Weighted average number of basic equity shares outstanding during the period
For basic earnings per share (C) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
For diluted earnings per share (D) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823

Earning per share ₹ 10 each (refer note 3 below)

Basic (₹) (E = B/C) 165.92 142.09 161.33 34.59 77.39
Diluted (₹) (F = B/D) 165.92 142.09 161.33 34.59 77.39

Return on net worth (%) (G = B/A) 15.99% 16.38% 21.91% 5.67% 13.29%

Number of equity shares outstanding at the end of the year (H) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823

Net assets value per share of ₹ 10 each (I = A/H) 1,037.49 867.47 736.21 609.65 582.42

Face value (₹) 10 10 10 10 10

Notes:
1. The above ratios are calculated as under:
a) Basic earnings per share = Profit attributable to the equity shareholders / weighted average number of shares outstanding during the year.
b) Diluted earnings per share = Profit attributable to the equity shareholders / weighted average number of diluted potential shares outstanding during the year.
c) Return on net worth (%) = Profit attributable to the equity shareholders / net worth as at the end of year.
d) Net asset value (Rs) = Net worth as at the end of year / number of equity shares as at the end of year.

2. The figures disclosed above are based on the Restated Consolidated Financial Information of Dodla Dairy Limited.

3. Earning per shares (EPS) calculation is in accordance with Indian Accounting Standard (Ind AS) 33 "Earnings per share" prescribed by the Companies (Indian Accounting Standards)
Rules, 2015.

4. Net worth for ratios mentioned above represents the aggregate of the paid up share capital and other equity (including capital redemption reserve, securities premium, general reserve,
share option outstanding account and retained earnings).

5. Proforma accounting ratio disclosure:

The Board of Directors of the Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing shareholders of the
Company. The proposal of the Board of Directors was approved by the shareholders of the Company in their Annual General Meeting held on 17 July 2018.

The impact of the above post balance sheet adjustment to equity share capital on the accounting ratios has been provided below:
Computation of proforma equity shares:
No. of
Particulars
equity shares
Number of equity shares outstanding as on 31 March 2018 3,274,823
Add: Bonus equity shares issued in the ratio of 16:1 to the existing shareholders 52,397,168
Proforma number of basic and diluted equity shares outstanding after impacting the above post balance sheet adjustment (J) 55,671,991

For the year ended

Particulars
31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014

Proforma net assets value per share of ₹ 10 each based on the equity shares
outstanding, after impacting the post balance sheet adjustment (₹) (K = A/J) 61.03 51.03 43.31 35.86 34.26

Proforma basic earnings per share of ₹ 10 each, after impacting the post balance sheet
adjustment (₹) (L = B/J) 9.76 8.36 9.49 2.03 4.55

Proforma diluted earnings per share of ₹ 10 each, after impacting the post balance
sheet adjustment (₹) (M = B/J) 9.76 8.36 9.49 2.03 4.55

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to consolidated audited financials in Annexure V and notes to the
Restated Consolidated Financial Information in Annexure VII.

243
 Examination Report on Restated Standalone Financial Information in connection with
Draft Red Herring Prospectus

The Board of Directors

Dodla Dairy Limited
8-2-293/82/A, Plot No - 270/Q, Road No 10-C,
Venkatagiri, Jubilee Hills,
Hyderabad, Telangana

Dear Sirs,

1) We have examined the attached Restated Standalone Financial Information (initialed by us for
identification purpose) of Dodla Dairy Limited (the “Company”), which comprise of the Restated
Standalone Statement of Assets and Liabilities as at 31 March 2018, 31 March 2017, 31 March
2016, 31 March 2015 and 31 March 2014, the Restated Standalone Statement of Profit and Loss,
the Restated Standalone Statement of Cash Flows and the Restated Standalone Statement of
Changes in Equity for each of the years ended 31 March 2018, 31 March 2017, 31 March 2016,
31 March 2015 and 31 March 2014, and the significant accounting policies, read together with
the annexures and notes thereto and other restated standalone financial information explained in
paragraph 7 below (collectively, the “Restated Standalone Financial Information”), for the
purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) prepared by the Company
in connection with its proposed Initial Public Offer (“IPO”) of Equity shares by way of fresh
issue and an offer for sale by certain of its existing shareholders. The Restated Standalone
Financial Information have been approved by the Board of Directors of the Company and is
prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act"); and

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 as amended from time to time in pursuance of provisions of Securities and
Exchange Board of India Act, 1992 ("ICDR Regulations").

2) The preparation of the Restated Standalone Financial Information is the responsibility of the
Management of the Company for the purpose set out in paragraph 10 below. The Management’s
responsibility includes designing, implementing and maintaining adequate internal control
relevant to the preparation and presentation of the Restated Standalone Financial Information.
The Management is also responsible for identifying and ensuring that the Company complies
with the Act and ICDR Regulations.

244
3) We have examined such Restated Standalone Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with
our engagement letter dated 04 May 2018 in connection with the proposed IPO of the
Company; and

b) The Guidance Note on Reports in Company Prospectuses (Revised 2016) issued by the
Institute of Chartered Accountants of India (“ICAI”) (“the Guidance Note”).

4) The Restated Standalone Financial Information have been compiled by the Management as
follows:

a) As at and for the years ended 31 March 2018 and 31 March 2017: From the audited standalone
financial statements of the Company as at and for the year ended 31 March 2018 and 31 March
2017 (being comparative period for the financials for the year ended 31 March 2018),
prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under
Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards)
Rules, 2015 and Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and
other relevant provisions of the Act, which have been approved by the Board of Directors on
13 July 2018.

b) As at and for the year ended 31 March 2016 and 31 March 2015: From the audited standalone
financial statements of the Company as at and for the year ended 31 March 2016 and 31 March
2015, prepared in accordance with Accounting Standards as prescribed under Section 133 of
the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the
other relevant provisions of the Act. These standalone financial statement as at and for the
year ended 31 March 2016 and 31 March 2015 have been approved by the Board of Directors
on 10 August 2016 and 7 September 2015, respectively and have been converted into figures
as per the Ind AS to align accounting policies, exemptions and disclosures as adopted by the
Company on its first time adoption of Ind AS as on 1 April 2016.

c) As at and for the year ended 31 March 2014: From the audited standalone financial statements
of the Company as at and for the year ended 31 March 2014, prepared in accordance with the
Accounting Standards as prescribed in Companies (Accounting Standards) Rules, 2006,
issued by the Central Government, and the relevant provisions of the Companies Act, 1956.
The standalone financial statements as at and for the year ended 31 March 2014 have also
been prepared in accordance with the relevant provisions of the companies Act, 2013 notified
and to the extent applicable for the year ended 31 March 2014. This standalone financial
statement has been approved by the Board of Directors on 6 September 2014 and has been
converted into figures as per the Ind AS to align accounting policies, exemptions and
disclosures as adopted by the Company on its first time adoption of Ind AS as on 1 April
2016.

The Restated Standalone Financial Information mentioned in the 4(b) and 4(c) above, as at and
for the year ended 31 March 2016, 31 March 2015 and 31 March 2014 are referred to as “the
Proforma Ind AS Restated Standalone Financial Information” as per the Guidance Note.

245
5) The audit of the Company’s standalone financial statements for the year ended 31 March 2018
was conducted by us, B S R & Associates LLP.

The audit of the Company’s standalone financial statements for each of the year ended 31 March
2017, 31 March 2016 and 31 March 2015 was jointly conducted by B S R & Associates LLP
along with A. Ramachandra Rao & Co and accordingly reliance has been placed on the financials
information examined jointly by B S R & Associates LLP along with A. Ramachandra Rao &
Co for the said years. The financial report included for these years, i.e. 31 March 2017, 31 March
2016 and 31 March 2015 are based solely on the Reports submitted by B S R & Associates LLP
jointly with A. Ramachandra Rao & Co. Further, B S R & Associates LLP along with A.
Ramachandra Rao & Co. have also confirmed that the Restated Standalone Financial Information
for each of the year ended 31 March 2017, 31 March 2016 and 31 March 2015:

a) have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as per
changed accounting policy for all the reporting years;

b) have been made after incorporating adjustments for the material amounts in the respective
financial years to which they relate; and

c) do not contain any exceptional items that need to be disclosed separately in the Restated
Standalone Financial Information and do not contain any qualifications requiring
adjustments.

Further the audit of the Company’s standalone financial statements for the year ended 31 March
2014 was conducted jointly by B S R R & Co, Chartered Accountants (one of the other member
entity of B S R & Affiliates, a network registered with the Institute of Chartered Accountants of
India (ICAI) as on the date of issuance of audit report, now ceased to be a firm of Chartered
Accountants), along with A. Ramachandra Rao & Co, Chartered Accountants, whose Report has
been furnished to us and our opinion in so far as it relates to the amounts included in the attached
Restated Standalone Financial Information are based solely on the Report submitted by them.
We have placed reliance on the financial information examined by A. Ramachandra Rao & Co.
for the said year. Further, A. Ramachandra Rao & Co. have confirmed that the Restated
Standalone Financial Information for the year ended 31 March 2014:

a) have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as per
changed accounting policy for all the reporting years;

b) have been made after incorporating adjustments for the material amounts in the respective
financial years to which they relate; and

c) do not contain any exceptional items that need to be disclosed separately in the Restated
Standalone Financial Information and do not contain any qualifications requiring
adjustments.

246
6) Based on our examination and in accordance with the requirements of Section 26 of Part I of
Chapter III of the Act, read with the ICDR Regulations and the Guidance Note, we report that:

a) The Restated Standalone Statement of Assets and Liabilities of the Company as at 31 March
2017, 31 March 2016 and 31 March 2015 examined and reported jointly by B S R &
Associates LLP along with A. Ramachandra Rao & Co.; as at 31 March 2014 examined and
reported by A. Ramachandra Rao & Co. and on which reliance has been placed by us; and as
at 31 March 2018 examined and reported by us, as set out in Annexure I to the Restated
Standalone Financial Information, have been arrived at after making adjustments and
regroupings/ reclassifications as in our opinion, were appropriate and more fully described in
Annexure V to the Restated Standalone Financial Information – Impact of adjustments to
standalone audited financial statements.

b) The Restated Standalone Statement of Profit and Loss of the Company for each of the years
ended 31 March 2017, 31 March 2016 and 31 March 2015 examined and reported jointly by
B S R & Associates LLP along with A. Ramachandra Rao & Co.; for the year ended 31 March
2014 examined and reported by A. Ramachandra Rao & Co. and on which reliance has been
placed by us; and for the year ended 31 March 2018 examined and reported by us, as set out
in Annexure II to the Restated Standalone Financial Information, have been arrived at after
making adjustments and regroupings/ reclassifications as in our opinion, were appropriate and
more fully described in Annexure V to the Restated Standalone Financial Information –
Impact of adjustments to standalone audited financial statements.

c) The Restated Standalone Statement of Changes in Equity of the Company for the year ended
31 March 2018 examined and reported by B S R & Associates LLP; each of the years ended
31 March 2017, 31 March 2016 and 31 March 2015 examined and reported jointly by B S R
& Associates LLP along with A. Ramachandra Rao & Co.; and for the year ended 31 March
2014 examined and reported by A. Ramachandra Rao & Co. and on which reliance has been
placed by us, as set out in Annexure III to the Restated Standalone Financial Information,
have been arrived at after making adjustments and regroupings/ reclassifications as in our
opinion, were appropriate and more fully described in Annexure V to the Restated Standalone
Financial Information – Impact of adjustments to standalone audited financial statements.

d) The Restated Standalone Statement of Cash Flows of the Company for each of the years ended
31 March 2017, 31 March 2016 and 31 March 2015 examined and reported jointly by B S R
& Associates LLP along with A. Ramachandra Rao & Co.; for the year ended 31 March 2014
examined and reported by A. Ramachandra Rao & Co. and on which reliance has been placed
by us; and for the year ended 31 March 2018 examined and reported by us, as set out in
Annexure IV to the Restated Standalone Financial Information, have been arrived at after
making adjustments and regroupings/ reclassifications as in our opinion, were appropriate and
more fully described in Annexure V to the Restated Standalone Financial Information –
Impact of adjustments to standalone audited financial statements.

247
 e) Based on the above and according to the information and explanation given to us, and also as
per the reliance placed on the reports submitted jointly by B S R & Associates LLP along with
A. Ramachandra Rao & Co. and report submitted by A. Ramachandra Rao & Co. as referred
to in Para 5 above, we further report that the Restated Standalone Financial Information:

(i) have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as
per changed accounting policy for all the reporting years;

(ii) have been made after incorporating adjustments for the material amounts in the respective
financial years to which they relate; and

(iii) do not contain any exceptional items that need to be disclosed separately in the Restated
Standalone Financial Information and do not contain any qualifications requiring
adjustments.

7) We have also examined the following other Restated Standalone Financial Information of the
Company set out in the Annexures prepared by the Management and approved by the Board of
Directors on 13 July 2018, for each of the years ended 31 March 2018, 31 March 2017, 31 March
2016, 31 March 2015 and 31 March 2014. Reliance has also been placed upon the reports
submitted jointly by B S R & Associates LLP along with A. Ramachandra Rao & Co in respect
of the years ended 31 March 2017, 31 March 2016 and 31 March 2015 and the report submitted
by A. Ramachandra Rao & Co in respect of the years ended 31 March 2014, as referred to in
Para 5 above:

i. Impact of adjustments to audited standalone financial statements, as enclosed in Annexure

V;
ii. Basis of preparation and significant accounting policies as enclosed in Annexure VI;
iii. Notes to the Restated Standalone Financial Information as enclosed in Annexure VII;
iv. Restated statement of details of terms and conditions of the non-current borrowing and
current borrowing as at 31 March 2018, as enclosed in Note 21 and 25 of Annexure VII;
v. Restated statement of related parties, related party transactions and related party balances,
as enclosed in Note 43 of Annexure VII;
vi. Restated statement of other income, as enclosed in VIII;
vii. Restated statement of dividend paid, as enclosed in Annexure IX;
viii. Restated statement of capitalisation, as enclosed in Annexure X;
ix. Restated statement of accounting ratios, as enclosed in Annexure XI;
x. Restated statement of tax shelter, as enclosed in Annexure XII.

248
 According to the information and explanations given to us, and also as per the reliance placed on
the reports submitted jointly by B S R & Associates LLP along with A. Ramachandra Rao & Co.
and the report submitted by A. Ramachandra Rao & Co. as referred to in Para 5 above, in our
opinion, the Restated Standalone Financial Information of the Company as at and for the year
ended 31 March 2018 and 31 March 2017, including the above mentioned other Restated
Standalone Financial Information contained in Annexures I to XII, read with the significant
accounting policies disclosed in Annexure VI, are prepared after making adjustments and
regroupings as considered appropriate as disclosed in Annexure V and the Proforma Ind AS
Restated Standalone Financial Information of the Company as at and the for the years ended 31
March 2016, 31 March 2015 and 31 March 2014, contained in Annexures I to XII, read with the
significant accounting policies disclosed in Annexure VI, are prepared after making adjustments
and regroupings as considered appropriate (including Proforma Ind AS adjustments) as disclosed
in Annexure V and have been prepared in accordance with Section 26 of Part I of Chapter III of
the Act read with the ICDR Regulations and the Guidance Note.

8) This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the
standalone financial statements referred to herein.

9) We have no responsibility to update our report for events and circumstances occurring after the
date of the report.

10) Our report is intended solely for use of the Management for inclusion in the DRHP to be filed
with Securities and Exchange Board of India and Bombay stock exchange and National stock
exchange, where the equity shares are proposed to be listed and Registrar of Companies,
Hyderabad, Andhra Pradesh & Telangana in connection with the proposed issue of Equity
Shares of the Company. Our report should not be used, referred to or distributed for any other
purpose except with our prior consent in writing.

for B S R & Associates LLP

Chartered Accountants
ICAI Firm Registration Number: 116231W/ W-100024

Vikash Somani
Partner
Membership No. 061272

Place: Hyderabad
Date: 17 July 2018

249
Dodla Dairy Limited

Annexure I
Restated Standalone Statement of Assets and Liabilities ( ₹ in million)
As at 31 March
Note No. to
2016 2015 2014
Annexure VII 2018 2017
Proforma Proforma Proforma
ASSETS
Non-current assets
Property, plant and equipment 4 2,937.77 2,315.19 1,585.54 1,244.20 745.06
Capital work-in-progress 4 150.10 298.82 351.66 35.67 187.36
Intangible assets 5 6.07 2.83 1.78 1.90 2.45
Biological assets other than bearer plants
Matured biological assets 6 20.34 17.68 12.89 5.52 -
Immatured biological assets 6 7.65 5.87 5.35 7.94 4.33
Financial assets
Investments 7 478.94 407.84 340.07 274.11 1.63
Loans 8 147.07 205.93 38.22 32.73 28.42
Other financial assets 9 - 0.50 - - -
Income tax assets 29 38.52 38.52 38.52 - 10.59
Other non-current assets 10 81.04 136.68 331.11 234.12 251.07
Total non-current assets 3,867.50 3,429.86 2,705.14 1,836.19 1,230.91

Current assets
Inventories 11 1,295.79 828.18 891.49 1,416.66 482.48
Financial assets
Investments 12 598.49 683.54 637.10 609.72 925.60
Trade receivables 13 19.35 5.26 5.07 11.52 6.49
Loans 14 67.00 12.50 12.50 - -
Cash and cash equivalents 15 (a) 110.98 69.37 91.85 110.24 428.12
Bank balances other than above 15 (b) 0.70 - - 2.41 -
Derivatives 16 - 4.88 11.28 11.27 12.07
Other financial assets 17 1.63 1.39 1.30 25.58 73.43
Other current assets 18 46.00 273.26 27.30 55.49 78.60
Total current assets 2,139.94 1,878.38 1,677.89 2,242.89 2,006.79
Total assets 6,007.44 5,308.24 4,383.03 4,079.08 3,237.70

EQUITY AND LIABILITIES

Equity
Equity share capital 19 32.75 32.75 32.75 32.75 32.75
Other equity 20 3,395.65 2,871.06 2,412.68 2,000.41 1,874.57
Total equity 3,428.40 2,903.81 2,445.43 2,033.16 1,907.32

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 21 222.50 315.00 323.79 80.92 126.82
Deferred tax liabilities (net) 22 208.52 130.75 91.62 99.73 89.38
Government grants 23 34.52 14.46 15.91 3.45 3.67
Provisions 24 68.88 88.67 52.94 38.97 18.44
Total non-current liabilities 534.42 548.88 484.26 223.07 238.31

Current liabilities
Financial liabilities
Borrowings 25 943.13 968.37 707.27 1,132.15 390.14
Trade payables 26 592.52 486.38 423.53 427.37 311.55
Other financial liabilities 27 314.72 239.26 182.37 122.92 292.46
Government grants 23 2.86 1.46 1.46 0.22 0.22
Provisions 28 16.15 8.38 5.59 4.34 2.41
Current tax liabilities 29 131.41 111.02 99.22 116.70 77.45
Other current liabilities 30 43.83 40.68 33.90 19.15 17.84
Total current liabilities 2,044.62 1,855.55 1,453.34 1,822.85 1,092.07
Total liabilities 2,579.04 2,404.43 1,937.60 2,045.92 1,330.38
Total equity and liabilities 6,007.44 5,308.24 4,383.03 4,079.08 3,237.70

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to standalone audited financial statements in Annexure V and notes to the Restated
Standalone Financial Information in Annexure VII.

As per our report of even date attached

for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

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Dodla Dairy Limited

Annexure II
Restated Standalone Statement of Profit and Loss ( ₹ in million)
For the year ended 31 March
Note No. to
2018 2017 2016 2015 2014
Annexure VII
Proforma Proforma Proforma

Revenue from operations 31 15,372.67 14,099.84 11,815.64 10,183.37 8,419.19

Other income 32 63.50 71.45 55.93 81.17 69.21
Total income 15,436.17 14,171.29 11,871.57 10,264.54 8,488.40

Expenses
Cost of materials consumed 33 12,407.11 10,976.15 8,813.28 9,255.42 6,345.07
Purchases of stock-in-trade - - 27.46 26.62 2.16
Changes in inventories of finished goods, stock-in-trade and work-in-progress 34 (417.14) 199.11 289.88 (883.35) 479.73
Employee benefits expense 35 613.13 522.03 461.16 347.63 268.50
Depreciation and amortisation expense 36 252.79 177.50 150.53 113.89 47.97
Finance costs 37 99.70 78.04 108.17 82.78 36.71
Other expenses 38 1,725.03 1,534.19 1,273.39 1,133.00 917.87
Total expenses 14,680.62 13,487.02 11,123.87 10,075.99 8,098.01

Profit before tax 755.55 684.27 747.70 188.55 390.39

Income tax expense

-Current tax 39 177.19 182.63 242.25 54.00 127.54
-Deferred tax 39 69.67 40.56 (7.16) 9.78 9.40
Total tax expense 246.86 223.19 235.09 63.78 136.94

Profit for the year (A) 508.69 461.08 512.61 124.77 253.45

Other comprehensive income

Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation 23.40 (4.13) (2.75) 1.64 1.58
Income tax relating to these items 39 (8.10) 1.43 0.95 (0.57) (0.55)
Other comprehensive income for the year (B) 15.30 (2.70) (1.80) 1.07 1.03

Total comprehensive income for the year (A+B) 523.99 458.38 510.81 125.84 254.48

Earnings per share (nominal value of ₹ 10 each) 42

Basic [in ₹] 155.33 140.80 156.53 38.10 77.39
Diluted [in ₹] 155.33 140.80 156.53 38.10 77.39
Weighted average number of equity shares used in computing earnings per share:
-Basic 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
-Diluted 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to standalone audited financial statements in Annexure V and notes to the Restated Standalone Financial
Information in Annexure VII.
As per our report of even date attached
for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

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Dodla Dairy Limited

Annexure III
Restated Standalone Statement of Changes in Equity ( ₹ in million)
Other equity
Total equity
Reserves and surplus
Equity share attributable to
Particulars Capital Share options
capital Securities Retained owners of the
redemption outstanding Company
premium earnings
reserve account
Balance as at 01 April 2013 Proforma 32.75 12.00 1,092.25 515.84 - 1,652.84
Profit for the year - - - 253.45 - 253.45
Remeasurement of the net defined benefit obligation, net of tax effect - - - 1.03 - 1.03
Balance as at 31 March 2014 Proforma 32.75 12.00 1,092.25 770.32 - 1,907.32

Other equity
Total equity
Reserves and surplus
Equity share attributable to
Particulars Capital Share options
capital Securities Retained owners of the
redemption outstanding Company
premium earnings
reserve account
Balance as at 01 April 2014 Proforma 32.75 12.00 1,092.25 770.32 - 1,907.32
Profit for the year - - - 124.77 - 124.77
Remeasurement of the net defined benefit obligation, net of tax effect - - - 1.07 - 1.07
Balance as at 31 March 2015 Proforma 32.75 12.00 1,092.25 896.16 - 2,033.16

Other equity
Total equity
Reserves and surplus
Equity share attributable to
Particulars Capital Share options
capital Securities Retained owners of the
redemption outstanding Company
premium earnings
reserve account
Balance as at 01 April 2015 Proforma 32.75 12.00 1,092.25 896.16 - 2,033.16
Profit for the year - - - 512.61 - 512.61
Remeasurement of the net defined benefit obligation, net of tax effect - - - (1.80) - (1.80)
Interim dividend on equity shares [₹ 25 per share] and dividend distribution
tax thereon - - - (98.54) - (98.54)
Balance as at 31 March 2016 Proforma 32.75 12.00 1,092.25 1,308.43 - 2,445.43

Other equity
Total equity
Reserves and surplus
Equity share attributable to
Particulars Capital Share options
capital Securities Retained owners of the
redemption outstanding
premium earnings Company
reserve account
Balance as at 01 April 2016 32.75 12.00 1,092.25 1,308.43 - 2,445.43
Profit for the year - - - 461.08 - 461.08
Remeasurement of the net defined benefit obligation, net of tax effect - - - (2.70) - (2.70)
Balance as at 31 March 2017 32.75 12.00 1,092.25 1,766.81 - 2,903.81

Other equity
Total equity
Reserves and surplus
Equity share attributable to
Particulars Capital Share options
capital Securities Retained owners of the
redemption outstanding Company
premium earnings
reserve account
Balance as at 01 April 2017 32.75 12.00 1,092.25 1,766.81 - 2,903.81
Profit for the year - - - 508.69 - 508.69
Employee share based payment expense - - - - 0.60 0.60
Remeasurement of the net defined benefit obligation, net of tax effect - - - 15.30 - 15.30
Balance as at 31 March 2018 32.75 12.00 1,092.25 2,290.80 0.60 3,428.40

Note 1: The Board of Directors of the Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing shareholders of the
Company. The proposal of the Board of Directors was approved by the Shareholders of the Company in their Annual General Meeting held on 17 July 2018.

Note 2: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to standalone audited financial statements in Annexure V and notes to the
Restated Standalone Financial Information in Annexure VII.
As per our report of even date attached
for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

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Dodla Dairy Limited

Annexure IV
Restated Standalone Statement of Cash Flows ( ₹ in million)

Particulars For the year ended 31 March

2018 2017 2016 2015 2014
Proforma Proforma Proforma
Cash flows from operating activities
Profit before tax 755.55 684.27 747.70 188.55 390.39
Adjustments for:
Depreciation and amortisation expense 252.79 177.50 150.53 113.89 47.97
Gain on fair valuation of biological assets (9.82) (8.95) (8.39) (6.25) (1.68)
Net loss on sale/ retirement of property, plant and equipment 4.62 1.83 1.69 0.41 1.20
Net loss on sale/ retirement of biological assets 3.67 2.59 0.71 0.28 -
Interest income (3.28) (3.25) (2.85) (5.05) (16.26)
Finance costs 99.70 78.04 108.17 82.78 36.71
Employee share based payment expenses 0.60 - - - -
Dividend income from investment in mutual funds (3.90) (19.56) (23.03) (29.49) (14.12)
Net profit on sale of current investments (0.82) (3.73) (1.94) (5.15) (1.38)
Profit on sale of investments in associate - - - (0.55) -
Fair value gain on financial assets measured at fair value through profit and loss, net (32.51) (26.83) (11.57) (27.99) (16.23)
Government grant income (4.32) (1.88) (1.30) (0.22) (0.22)
Reversal of provision for doubtful debts - - (17.95) 1.75 -
Provision for other than temporary diminution in the value of non-current investments - - 38.67 - -
Unrealised foreign exchange (gain)/ loss, net (0.34) (1.15) 3.73 1.64 (3.53)
1,061.94 878.88 984.17 314.60 422.85
Change in operating assets and liabilities
(Increase)/ decrease in trade receivables (14.09) (0.19) 6.45 (5.03) 9.24
(Increase)/ decrease in inventories (467.61) 63.31 525.17 (934.18) 273.40
Decrease/ (increase) in loans and other financial assets 1.10 (9.76) (3.95) 39.15 (57.19)
Decrease/ (increase) in other current and non-current assets 229.66 (251.36) 28.19 (31.89) 7.93
Increase in trade payables and other financial liabilities 160.47 94.49 38.73 129.47 40.51
Increase in employee benefit obligations 11.38 34.39 12.47 24.10 6.55
Increase/ (decrease) in other current and non-current liabilities 3.15 6.78 14.75 1.31 (0.82)
Cash generated from operations 986.00 816.54 1,605.98 (462.47) 702.47
Income taxes paid, net (158.13) (219.06) (336.67) (15.50) (113.44)
Net cash generated from/ (used in) operating activities 827.87 597.48 1,269.31 (477.97) 589.03

Cash flows from investing activities

Payments for property, plant and equipment and intangible assets (668.52) (738.80) (869.40) (441.43) (559.92)
Proceeds from sale of property, plant and equipment and intangible assets 2.62 1.40 2.46 1.54 3.52
Proceeds from sale of biological assets 1.71 1.05 2.90 0.13 -
Purchase of biological assets - - - (3.29) (2.65)
Purchase of shares in subsidiary - (67.77) (65.96) (274.11) -
Purchase of shares in associate - - (17.67) - -
Proceeds from sale of investment in associate - - - 2.18 -
Redemption of/ (investment in) inter corporate deposit - - - 55.00 (55.00)
Investment made in Dodla Milk Processing Plc - Ethiopia - - - - (14.74)
Refund of share application money pending allotment - Dodla Milk Processing Plc - Ethiopia - - 12.44 - -
Purchase of mutual funds (445.57) (260.88) (346.20) (934.49) (1,143.12)
Proceeds from sale of mutual funds 492.85 245.00 332.33 1,283.51 1,212.39
Interest/ dividend received 6.94 22.72 25.63 37.18 27.14
Deposits (placed)/ matured (having original maturity of more than three months) (0.20) (0.50) 2.41 (2.41) 4.44
Net cash used in investing activities (610.17) (797.78) (921.06) (276.19) (527.94)

Cash flows from financing activities

Receipt of long term borrowings from banks - 70.00 300.00 - 205.00
Repayment of long term borrowings to banks (72.82) (54.07) (49.63) (231.09) (86.37)
Receipt of government grant 25.78 0.43 15.00 - -
(Repayment)/ receipt of short term borrowings, net (250.00) 275.00 (421.50) 381.50 50.00
Dividend paid (including dividend distribution tax) - - (98.54) - -
Finance costs paid (103.81) (99.64) (108.59) (74.64) (28.92)
Net cash (used in)/ generated from financing activities (400.85) 191.72 (363.26) 75.77 139.71

Net (decrease)/ increase in cash and cash equivalents (183.15) (8.58) (15.01) (678.39) 200.80
Cash and cash equivalents at the beginning of the financial year (274.00) (265.42) (250.41) 427.98 227.18
Cash and cash equivalents at end of the year (457.15) (274.00) (265.42) (250.41) 427.98

Cash and cash equivalents as per above comprise of the following:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Cash on hand 14.46 18.54 12.80 12.39 44.82

Balances with banks
-in current accounts 46.52 50.83 79.05 97.85 310.18
-in deposit accounts (with original maturity of less than three months) 50.00 - - - 73.12
Cash credit and overdraft balances (568.13) (343.37) (357.27) (360.65) (0.14)
Balances as per statement of cash flows (457.15) (274.00) (265.42) (250.41) 427.98

Effective 1 April 2017, the Company adopted the amendment to Ind AS 7, which require the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including
both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to meet the disclosure
requirement. The adoption of the amendment did not have any material impact on the financial statements.
Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to standalone audited financial statements in Annexure V and notes to the Restated Standalone Financial Information in
Annexure VII.

for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

253
Dodla Dairy Limited

Annexure V - Impact of adjustments to standalone audited financial statements

i. Material restatement adjustments and Proforma Ind AS adjustments

Summarised below are the restatement adjustments made to the audited financial statements for the year ended 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014 and their impact on the profit of the Company:

(₹ in million)
For the year ended 31 March
Note No.
Particulars 2016 2015 2014
of iii below 2018 2017
Proforma Proforma Proforma
Net profit after tax as per audited financial statements prepared under previous GAAP Not Applicable * Not Applicable * 355.76 153.36 275.72
Proforma Ind AS adjustments
Government grants recognised as deferred income a 1.68 1.08 - -
Changes in fair value of biological assets b 1.57 (0.12) 0.21 (0.09)
Investment in mutual funds recognised at fair value c 15.20 (10.19) 14.22 1.50
Deferred tax on above adjustment d (6.24) 8.40 (5.00) (0.49)
Remeasurement of the net defined benefit obligation recognised in other comprehensive income e 2.70 1.80 (1.07) (1.03)
Total impact of Ind AS adjustments Not Applicable * Not Applicable * 0.97 8.36 (0.11)
Other comprehensive income net of taxes e Not applicable* Not applicable* (1.80) 1.07 1.03
Net Profit after tax as per Ind AS 520.95 456.13 354.93 162.79 276.64

Material adjustments on account of restatement

MAT credit written off g - - 41.21 (41.21) -
Depreciation and amortisation f - - - 12.72 (1.28)
Deferred tax charge in respect of earlier years g - - 3.51 (1.25) (0.71)
Current tax for earlier years g - - 97.54 (4.98) (29.33)
Interest on income tax h 3.04 2.25 13.62 (7.20) (6.63)
Provision for doubtful advances i - - - 14.33 23.48
Total 3.04 2.25 155.88 (27.59) (14.47)
Deferred tax impact on material adjustments on account of restatement j - - - (9.36) (7.69)
Total impact of the adjustments 3.04 2.25 155.88 (36.95) (22.16)

Net profit after tax as restated 523.99 458.38 510.81 125.84 254.48
Note: To be read together with summary of significant accounting policies in Annexure VI and notes to the restated consolidated financial information in Annexure VII.

*The financial statements of the Company as at and for the years ended 31 March 2018 and 31 March 2017 (being the comparative period for the year ended 31 March 2018) have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies
(Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the 'Act') and other relevant provisions of the Act. Hence, proforma Ind AS adjustments are not applicable for the financial years ended 31 March 2018 and 31 March 2017.

ii Material restatement adjustments and Proforma Ind AS adjustments made in the audited opening balance of total equity as at 1 April 2013
(₹ in million)
As at
Note No.
Particulars 01 April 2013
of iii below
Proforma
Total equity as per previous GAAP 1,740.66

Proforma Ind AS adjustments

Investment in mutual funds recognised at fair value c 21.78
Deferred tax on above adjustment d (7.54)

Total impact of Ind AS adjustments 14.24

Material adjustments on account of restatement

Depreciation and amortisation f (11.44)
Deferred tax charge in respect of earlier years g (1.55)
Current tax for earlier years g (63.23)
Interest on income tax h (5.08)
Provision for doubtful advances i (37.81)
Total (119.11)
Deferred tax impact on material adjustments on account of restatement j 17.05
Total impact of the adjustments (87.82)

Total equity as restated 1,652.84

Figures in brackets represent decrease in total equity.

(iii) Proforma Ind AS adjustments and other material adjustments on account of restatement

a. Government grants
The Company has received government grants against the capital expenditure incurred. Under the previous GAAP, the aforesaid grants were carried under capital reserve. Under Ind AS, government grants received against depreciable assets shall be credited to the statement of
profit and loss over the useful life of the respective assets. The impact as at the date of transition has been adjusted through retained earnings.

b. Biological assets
Under the previous GAAP, biological assets were measured at cost. Ind AS requires all biological assets to be measured on each reporting date at their respective fair values with the fair value changes being recognised in the statement of profit and loss. The impact as at the date of
transition has been adjusted through retained earnings.

c. Investments
Under the previous GAAP, investments in mutual funds were classified as non-current investments or current investments based on the intended holding period and realisability. Non-current investments were carried at cost less provision for other than temporary decline in the
value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments have been recognised in retained earnings as at the date of
transition.

d. Deferred tax
The deferred tax impact of the above Ind AS adjustments has been considered based on the tax laws.

e. Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and
loss as 'other comprehensive income' includes re-measurements of defined benefit plans, net of its tax impact. The concept of other comprehensive income did not exist under previous GAAP.

f. Depreciation and amortisation

The carrying amount of fixed assets whose useful life as on 1 April 2014 had been completed as per Schedule II to the Companies Act 2013 was adjusted in the statement of profit and loss for the year ended 31 March 2015. Depreciation as per the transitional provision, has been
adjusted to the respective years to effect the difference in the useful life.

g. Deferred tax and current tax - pertaining to earlier years and reversal of MAT credit
Based on assessment by Income-tax authorities for certain years, the Company has accounted tax for earlier years. As these were relating to earlier years, the same has been accounted for in the financial year to which the amount relates to. Tax to the extent pertaining to the period
before 31 March 2013 has been adjusted to the opening reserves as at 1 April 2013. Similarly, the MAT credit reversed in the subsequent year has been adjusted in the year in which the MAT credit was recognised.

h. Interest on income tax

Based on assessment by Income-tax authorities for certain years, the Company has computed and accounted interest for earlier years pertaining to the tax for earlier years as stated in note g above. As these were relating to earlier years, the same has been accounted for in the
financial year to which the amount relates to.

i. Provision for doubtful advances

Provision for doubtful advances given to Global VetMed Concepts Private Limited were adjusted in arriving at the profits for the years in which advances were given irrespective of the year in which the event triggering the profit or loss has occurred.

j. Deferred tax impact on adjustments

The deferred tax impact of the aforesaid adjustments has been considered based on the tax laws.

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Annexure V - Impact of adjustments to audited standalone financial statements (continued)

(iv) Non-adjusting items

In addition to the audit opinion on the standalone financial statements, the auditors are required to comment upon the matters included in the Companies (Auditor’s Report) Order, 2003 ("the CARO 2003 Order") issued by the Central Government of
India under sub-section (4A) of Section 227 of Companies Act, 1956, on the standalone financial statements of the Company as at and for the financial year ended 31 March 2014, Companies (Auditor’s Report) Order, 2015 (“the CARO 2015 Order”)
issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act on the standalone financial statements of the Company as at and for the financial years ended 31 March 2015 and the Companies (Auditor’s Report) Order,
2016 (“the CARO 2016 Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act on the standalone financial statements of the Company as at and for the financial years ended 31 March 2016, 31 March
2017 and 31 March 2018 respectively. Certain statements/ comments included in audit opinion on the standalone financial statements, the CARO 2003 Order, the CARO 2015 Order and the CARO 2016 Order which do not require any adjustments in
the Restated Standalone Financial Information are reproduced below in respect of the financial statements presented.

Financial Year: 2013-14

Basis for Qualified Opinion in Independent Auditor's Report

a) During the year 2013-14, the Company purchased raw materials from Global VetMed Concepts Private Limited (GVC) amounting to ₹ 0.62 million and sold goods to GVC amounting to ₹ 7.58 million in which Mr. D. Sunil Reddy, Managing
Director is a Director. The said transactions were covered under Section 297 of the Companies Act, 1956 and in respect of which prior approval of the Central Government, as envisaged under that section, has not been obtained.

b) During the period from 1 April 2013 to 11 September 2013, the Company has given loans aggregating ₹ 47.13 million and recovered an amount of ₹ 34.13 million from Dodla Engineering (Partnership Firm) in which Mr. D. Sunil Reddy, Managing
Director and Mr. D. Sesha Reddy, Chairman are partners. Such loans are covered under Section 295 of the Companies Act, 1956 and in respect of which prior approval of the Central Government, as envisaged under that section, has not been obtained.
Further in respect of the said loan, the Company further paid an amount of ₹ 13.00 million during the period 12 September 2013 to 31 March 2014. The loan was fully recovered by 31 March 2014. According to the sub-section 1 of the Section 185 of
the Companies Act, 2013, which was applicable from 12 September 2013, no Company shall give any loan to parties in which Directors are interested.

CARO 2003 Order

We have made the following comments in terms with the requirements of the CARO 2003 Order as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section 4A of
Section 127 of the Companies Act, 1956 of India for financial year 2013-14;

Clause (vii)
The Company does not have an internal audit system.

Clause (ix) (a) and (b)

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Employees’ State
Insurance, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been slight delay in a few cases, amounts deducted/ accrued in the
books of account in respect of undisputed dues pertaining to Provident fund, Income tax, Sales tax and Professional tax have not been regularly deposited with the appropriate authorities and there have been serious delays in a large number of cases. As
explained to us, the Company did not have any dues on account of Investor Education and Protection fund.
According to the information and explanations given to us, no undisputed amounts payable in respect of Employees’ State Insurance, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March
2014 for a period of more than six months from the date they became payable except for an amount of ₹ 2.61 million due towards Sales tax and ₹ 0.03 million due towards Provident fund which have been outstanding for more than six months.

(b) According to the information and explanations given to us, there are no dues of Sales tax, Service tax, Customs duty, Excise duty and Wealth tax which have not been deposited with the appropriate authorities on account of any dispute. According to
the information and explanations given to us, the following dues of Income tax as at 31 March 2014 have not been deposited by the Company on account of disputes:
Amount in ₹ Period to which the
Name of the statute Nature of dues Forum where dispute is pending
million amount relates
Income-tax Act, 1961 Income tax and interest thereon 1.68 AY 2008-09 Deputy Commissioner of Income Tax Hyderabad Circle 1(2)

Financial Year: 2014-15

Basis for Qualified Opinion in Independent Auditor's Report

a) During the period from 1 April 2013 to 11 September 2013, the Company has given loans aggregating ₹ 47.13 million and recovered an amount of ₹ 34.13 million from Dodla Engineering (Partnership Firm) in which Mr. D. Sunil Reddy, Managing
Director and Mr. D. Sesha Reddy, Chairman are partners. Such loans are covered under Section 295 of the Companies Act, 1956 and in respect of which prior approval of the Central Government, as envisaged under that section, has not been obtained.
Further in respect of the said loan, the Company further paid an amount of ₹ 127.00 million during the period 12 September 2013 to 31 March 2015. The loan was fully recovered by 31 March 2015. According to sub-section 1 of Section 185 of the
Companies Act, 2013, which was applicable from 12 September 2013, no Company shall give any loan to parties in which Directors are interested.

CARO 2015 Order

We have made the following comments in terms with the requirements of the CARO 2015 Order, issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies Act, 2013 of India for financial year 2014-15.

Clause (iv)
In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company’s specialised requirements and similarly certain
services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the
nature of its business with regard to purchase of inventories and fixed assets and sale of goods and services, except that, the internal control system for purchase of fixed assets with respect to documenting the justification for not obtaining alternative
quotations needs to be strengthened further. In our opinion, there is continuing failure to correct a major weakness in the internal control system with regard to purchase of fixed assets.

Clause (vii) (a) and (b)

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund,
Employees’ State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax and other material statutory dues have generally been regularly deposited during the year by the Company with the
appropriate authorities though there has been a slight delay in a few cases. As explained to us, the Company did not have any dues on account of Cess.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax
and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except for an amount of ₹ 2.61 million due towards Sales tax which has been outstanding for more than 6
months.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise and Value added tax which have not been deposited
by the Company on account of any disputes. The Company however disputes the following dues of Income-tax:

Amount in ₹ Period to which the

Name of the statute Nature of dues Forum where dispute is pending
million* amount relates
1.68
Income-tax Act, 1961 Income tax and interest thereon AY 2008-09 Deputy Commissioner of Income Tax Hyderabad Circle 1(2)
(0.69)
Income-tax Act, 1961 Income tax and interest thereon 30.37 AY 2012-13 Commissioner of Income Tax (Appeals) V

* Amount in parenthesis represents amount paid under protest.

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Dodla Dairy Limited

Annexure V - Impact of adjustments to audited standalone financial statements (continued)

Financial Year: 2015-16

CARO 2016 Order

We have made the following comments in terms with the requirements of the CARO 2016 Order, issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies Act, 2013 of India for financial year 2015-16

Clause (vii) (a) and (b)

(a) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ State Insurance, Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of Excise, Value added tax and other
material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable except for an amount of ₹ 2.61 million due towards Sales tax which has been outstanding for more than 6 months.

b) According to the information and explanations given to us, there are no dues of Sales tax, Service tax, Duty of Excise and Value added tax which have not been deposited with the appropriate authorities on account of any dispute. According to the
information and explanations given to us, the following dues of Income tax and Duty of Customs have not been deposited by the Company on account of disputes:

Amount in ₹ Period to which the

Name of the statute Nature of dues Forum where dispute is pending
million* amount relates
1.68
Income-tax Act, 1961 Income tax and interest thereon AY 2008-09 Deputy Commissioner of Income Tax Hyderabad Circle 1(2)
(0.69)
30.37
Income-tax Act, 1961 Income tax and interest thereon AY 2012-13 Commissioner of Income Tax (Appeals) V
(30.32)
Customs Act, 1962 Customs duty 2.90 FY 2015-16 Additional Commissioner of Customs (Imports)

* Amounts in parenthesis represents amounts paid under protest.

Financial Year: 2016-17

Reporting under section 143(3) of the Companies Act, 2013 - Clause (a), (b), (e) and (h)(iv)

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except as discussed under para (iv) of clause para (iv) of clause (h) below;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except as discussed under para (iv) of clause para (iv) of clause (h) below;
e) the matter described under para (iv) of clause (h) below, in our opinion, may have an adverse effect on the functioning of the Company;
h) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. The Management has obtained an opinion from an
independent legal counsel and is of the view that the cash collected in specified bank notes in the normal course of the business is covered under the ambit of exemption provided under clause (d) of the notification S.O.3408(E) dated 8 November 2016
issued by the Ministry of Finance, allowing the use of specified bank notes for purchase at milk booths operating under authorisation of the Central or State Governments until 15 December 2016 (originally 11 November 2016, amended by notifications
issued from time to time). However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management.

CARO 2016 Order

We have made the following comments in Standalone Financial Statement in terms with the requirements of the CARO 2016 Order issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies Act, 2013 of
India for financial year 2016-17.

Clause (vii) (a) and (b)

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund,
Income-tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases in the
payment of Provident fund and Income-tax. Employees’ state insurance have not generally been regularly deposited with the appropriate authorities and there have been serious delays in a large number of cases. As explained to us, the Company did not
have any dues on account of Cess.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax and other
material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable, except for an amount of ₹ 2.61 million due towards Sales tax which have been outstanding for more than 6 months.

b) According to the information and explanations given to us, there are no dues of Service tax, Duty of Excise and Sales tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and
explanations given to us, the following dues of Income tax, Value added tax and Duty of Customs have not been deposited by the Company on account of disputes:

Amount in ₹ Period to which the

Name of the statute Nature of dues Forum where dispute is pending
million* amount relates
1.68 AY 2008-09
Income-tax Act, 1961 Income tax and interest thereon Deputy Commissioner of Income Tax Hyderabad Circle 1(2)
(0.68)
30.37
Income-tax Act, 1961 Income tax and interest thereon AY 2012-13 Commissioner of Income Tax (Appeals) V
(30.32)
2.87
Income-tax Act, 1961 Income tax and interest thereon AY 2010-11 Commissioner of Income Tax (Appeals) V
(2.87)
6.42
Income-tax Act, 1961 Income tax and interest thereon AY 2011-12 Commissioner of Income Tax (Appeals) V
(6.42)
25.36
Income-tax Act, 1961 Income tax and interest thereon AY 2013-14 Commissioner of Income Tax (Appeals) V
(25.36)
9.25
Income-tax Act, 1961 Income tax and interest thereon AY 2014-15 Commissioner of Income Tax (Appeals) V
(9.25)
Financial year
Andhra Pradesh Value Added Tax Act, 2005 Value added tax 4.09 Deputy Commissioner (CT)
2012-13 and 2013-14

Customs Act, 1962 Customs duty 2.90 FY 2015-16 Additional Commissioner of Customs (Imports)

* Amounts in parenthesis represents amounts paid under protest.

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Annexure V - Impact of adjustments to audited standalone financial statements (continued)

Financial Year: 2017-18

CARO 2016 Order

We have made the following comments in terms with the requirements of the CARO 2016 Order issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies Act, 2013 of India for financial year 2017-18.

Clause (vii) (a) and (b)

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund,
Employees’ state insurance, Goods and Service tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues have been regularly deposited with the appropriate authorities. Income-tax and
Professional tax have not generally been regularly deposited with the appropriate authorities and there have been serious delays in a large number of cases.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Goods and Service tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value
added tax, Cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable, except as mentioned below:

Amount in ₹ Period to which the

Name of the statute Nature of dues Due date Paid subsequent to the year end
million amount relates
20th of the
Sales tax July 2012 to November
Tamil Nadu Value Added Tax Act, 2006 2.61 subsequent month Not paid till date
2012
7th of the
April 2017 to August
Income-tax Act, 1961 Tax deducted at source 0.03 subsequent month 22 June 2018
2017
Last date of the
Town Panchayats, Municipalities and Municipal
October 2016 to respective half
Corporations (Collection of arrears of tax on profession, Professional tax 0.02 Not paid till date
September 2017 year
trade, calling and employment) Rules, - 1998

(b) According to the information and explanations given to us, there are no dues of Goods and Service tax, Service tax, Duty of Excise and Sales tax which have not been deposited with the appropriate authorities on account of any dispute. According to
the information and explanations given to us, the following dues of Income tax, Duty of Customs and Value added tax have not been deposited by the Company on account of disputes:

Amount in ₹ Period to which the

Name of the statute Nature of dues Forum where dispute is pending
million* amount relates
1.68 Assessment year
Income-tax Act, 1961 Income tax and interest thereon Deputy Commissioner of Income-tax Hyderabad Circle 1(2)
(0.68) 2008 – 2009
2.87 Assessment year
Income-tax Act, 1961 Income tax and interest thereon Commissioner of Income-tax (Appeals) V
(2.87) 2010 – 2011
6.42 Assessment year
Income-tax Act, 1961 Income tax and interest thereon Commissioner of Income-tax (Appeals) V
(6.42) 2011 – 2012
30.37 Assessment year
Income-tax Act, 1961 Income tax and interest thereon Commissioner of Income-tax (Appeals) V
(30.32) 2012 – 2013
25.36 Assessment year
Income-tax Act, 1961 Income tax and interest thereon Commissioner of Income-tax (Appeals) V
(25.36) 2013 – 2014
9.25 Assessment year
Income-tax Act, 1961 Income tax and interest thereon Commissioner of Income-tax (Appeals) V
(9.25) 2014 – 2015
3.79 Financial year
Customs Act, 1962 Custom duty and Penalty thereon High Court of Karnataka
(0.01) 2015-2016
Financial year
Andhra Pradesh Value Added Tax Act, 2005 Value Added Tax 4.09 Deputy Commissioner (CT)
2012-13 and 2013-14
* Amounts in parenthesis represents amounts paid under protest.

(v) Regrouping
Figures have been regrouped/ reclassified for the consistency of presentation.

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Dodla Dairy Limited
Notes to the Restated Standalone Financial Information

Annexure VI - Basis of preparation and significant accounting policies

1 Reporting entity
Dodla Dairy Limited (‘the Company’) was incorporated on 15 May 1995. The Registered office of the Company is situated at 8-2-293/82/A/270-Q, Road No. 10-C, Jubilee hills, Hyderabad. The
Company is in the business of processing/ production of milk and production of milk products.

2 Basis of preparation
A. Statement of compliance
The Restated Standalone Financial Information of the Company have been specifically prepared for inclusion in the document to be filed by the Company with the Securities and Exchange Board of
India (“SEBI”) in connection with the proposed Initial Public Offering ('IPO') of equity shares of the Company (referred to as the "Issue"). The Restated Standalone Financial Information consist of
the Restated Standalone Summary Statement of Assets and Liabilities of the Company as at 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014, the Restated
Standalone Summary Statement of Profit and Loss, the Restated Standalone Summary Statement of Cash Flows and Standalone Summary Statement of Changes in Equity for the years ended 31
March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014 and Annexures VI to XII thereto (hereinafter collectively referred to as “the Restated Standalone Financial
Information”).
The Restated Standalone Financial Information has been prepared to comply in all material respects with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the
Act”) read with applicable provisions within Rules 4 to 6 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (“the Rules’) and the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009 notified by SEBI on August 26, 2009, as amended from time to time in pursuance to the provisions of Securities and Exchange Board of
India Act, 1992 (“the ICDR Regulations”). The Act and the ICDR Regulations require the information in respect of the assets and liabilities and profits and losses of the Company for each of the
five years immediately preceding the issue of the Prospectus.
These Restated Standalone Financial Information were approved by the Board of Directors of the Company in their meeting held on 17 July 2018.
The Restated Standalone Financial Information of the Company have been prepared and presented under the historical cost convention as follows:
a. As at and for the years ended 31 March 2018 and 31 March 2017: From the audited standalone financial statements of the Company as at and for the year ended 31 March 2018, prepared in
accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of Companies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015, Companies (Indian
Accounting Standards) (Amendment) Rules, 2016 and other relevant provisions of the Act and as at and for the year ended 31 March 2017, in accordance with Ind AS being the comparative period
for the year ended 31 March 2018, which have been approved by the Board of Directors on 13 July 2018.
b. As at and for the year ended 31 March 2016, 31 March 2015 and 31 March 2014: From the audited standalone financial statements of the Company as at and for the year ended 31 March 2016,
31 March 2015 and 31 March 2014, prepared in accordance with Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts)
Rules, 2014 and the relevant provisions of the Companies Act, 2013, which has been approved by the Board of Directors on 10 August 2016, 07 September 2015 and 26 September 2014
respectively and which have been converted into figures as per the Ind AS to align accounting policies, exemptions and disclosures as adopted for the preparation of the first Ind AS financial
statements for the year ended 31 March 2018. The Restated Standalone Financial Information as at and for the year ended 31 March 2016, 31 March 2015 and 31 March 2014 are referred to as "the
Proforma Ind AS Restated Standalone Financial Information".
For the preparation of Proforma Ind AS financial statements as at and for the year ended 31 March 2016, 31 March 2015 and 31 March 2014 which were prepared under previously generally
accepted accounting principles followed in India (Previous GAAP) and based on the SEBI circular SEBI/HO/CFD/DIL/CIR/P/2016/47 dated 31 March 2016, following accounting policies/
restatements were made:

i. Ind AS transition adjustments and accounting policy choices as initially adopted on 1 April 2016 were effected from 1 April 2013 for the preparation of Proforma Ind AS financial information;

ii. Opening balance sheet was restated to recognise all assets and liabilities whose recognition is required by Ind AS;
iii. All mandatory exceptions and optional exemptions available under Ind AS 101 were analysed on case to case basis for the first-time adoption and restatement adjustments were made
accordingly. Refer note 51 for the list of mandatory and optional exemptions availed by the Company.
iv. In accordance with Ind AS 101, the Company has opted for optional exemption for not applying retrospectively accounting principles of Ind AS 103 for business combinations that occurred
before the transition date (i.e. 1 April 2013) and accordingly not to apply Ind AS 103 for business combinations that have occurred between the period 1 April 2013 and 31 March 2016;
v. In accordance with Ind AS 101, Company has elected to continue with the carrying values under the previous GAAP to measure all the items of property, plant and equipment. Accordingly, the
same accounting policy choice has been followed as at 1 April 2013 for the purpose of measuring property plant and equipment.
Therefore, the accounting policies set out elsewhere in this document should be read along with the approach adopted for the preparation of the financial information as set out in (i) to (v) above.
The Restated Standalone Financial Information are prepared by applying uniform accounting policies for similar transactions and other events in similar circumstances across the Company. The
accounting policies have been consistently applied by the Company.
The Restated Standalone Financial Information have been prepared so as to contain information/ disclosures and incorporating adjustments set out below in accordance with the SEBI Regulations:
(a) Adjustments, if any, for audit qualification requiring corrective year adjustment in the financial statements;
(b) Adjustments for the material amounts in respective years to which they relate, if any;
(c) Adjustments for previous years identified and adjusted in arriving at the profits of the years to which they relate irrespective of the year in which the event triggering the profit or loss occurred, if
any;
(d) Adjustments to the profits or losses of the earlier years and of the year in which the change in the accounting policy has taken place is recomputed to reflect what the profits or losses of those
years would have been if a uniform accounting policy was followed in each of these years, if any;
(e) Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the audited financial statements of
the Company as at and for the year ended 31 March 2018 and the requirements of the SEBI Regulations, if any;
(f) The resultant impact of deferred tax due to the aforesaid adjustments, if any.

B. Functional and presentation currency

These Restated Standalone Financial Information are presented in Indian Rupees (₹), which is also the Company's functional currency. All amounts have been rounded-off to the nearest millions
with two decimals except for earnings per share details and where not mentioned otherwise.

C. Basis of measurement
The standalone financial statements have been prepared on a historical cost basis, except for the following items:
Items Measurement basis
Certain financial assets and liabilities Fair value
Biological assets Fair value less cost to sell
Shared-based payments Fair value
Net defined benefit (asset)/ liability Fair value of plan assets less present value of defined benefit obligations

D. Use of estimates and judgements

In preparing these standalone financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the standalone financial statements is included in the
following notes:
- Note 38(i) - leases: whether an arrangement contains a lease and lease classification.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 31 March 2019 is included in the following notes:
- Note 6 - determining the fair value of biological assets on the basis of significant unobservable inputs;
- Note 24 - measurement of defined benefit obligations: key actuarial assumptions;
- Note 40 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources;
- Note 3(a) - useful life of property, plant and equipment
- Note 48 - impairment of financial assets
- Note 50 - business combination 258
Dodla Dairy Limited
Notes to the Restated Standalone Financial Information (continued)

Annexure VI - Basis of preparation and significant accounting policies (continued)

2 Basis of preparation (continued)

E. Measurement of fair values

Certain accounting policies and disclosures of the Company require the measurement of fair values, for both financial and non financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability falls into the
different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the
entire measurement.
Further information about the assumptions made in the measuring fair values is included in the following notes:
- Note 6 - Biological assets other than bearer plants
- Note 48(b) - Financial instruments
- Note 19(e) - Share based payment arrangement

F. Current versus non-current classification

All assets and liabilities are classified into current and non-current.
An asset is classified as current when it satisfies any of the following criteria:
• It is expected to be realised or intended to be sold or consumed in Company's normal operating cycle;
• It is held primarily for the purpose of trading;
• It is expected to be realised within twelve months after the reporting period; or
• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.
Apart from the above, current assets also include the current portion of non-current financial assets. All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

• It is expected to be settled in Company's normal operating cycle;
• It is held primarily for the purpose of trading;
• It is due to be settled within twelve months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the date.
Apart from the above, current liabilities also include current portion of non-current financial liabilities. All other liabilities are classified as non-current.
Operating cycle - The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its
operating cycle for the purpose of current and non-current classification of assets and liabilities.

3 Significant accounting policies

(a) Property, plant and equipment

i. Recognition and measurement
Items of property, plant and equipment, are measured at cost (which includes capitalised borrowing costs, if any) less accumulated depreciation and accumulated impairment losses, if any.
Cost of an item of property, plant and equipment includes its purchase price, duties, taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its
working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.
The cost of a self-constructed item of property, plant and equipment comprises the cost of materials, direct labour and any other costs directly attributable to bringing the item to its intended
working condition and estimated costs of dismantling, removing and restoring the site on which it is located, wherever applicable.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit or loss.
ii. Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as on 1 April 2016, measured as per the previous
GAAP, and use that carrying value as the deemed cost of such property, plant and equipment (refer note 51).
iii. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
iv. Depreciation
Depreciation on tangible assets (other than for those class of assets specifically mentioned below) is calculated on a straight-line basis as per the useful lives prescribed and in the manner laid
down under Schedule II to the Companies Act, 2013 and additions and deletions are restricted to the period of use. If the Management’s estimate of the useful life of a fixed asset is different
than that envisaged in the aforesaid Schedule, depreciation is provided based on the Management’s estimate of the useful life. Pursuant to this policy, depreciation on the following class of
fixed assets has been provided at the rates based on the following useful lives of fixed assets as estimated by Management which is different from the useful life prescribed under Schedule II of
the Companies Act, 2013:

Useful life prescribed

Asset* Useful life
under Schedule II
Laboratory equipment 3 years 10 years
Temporary Structures 1 years 3 years

*for these class of assets, the Management believes, based on technical evaluation carried out by them internally, that the useful life as given above best represent the period over which the
Management expects to use these assets. Hence, the useful life for these assets is different from the useful life as in Schedule II of the Act.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year-end and adjusted prospectively, if appropriate.
v. Capital work-in-progress
Capital work-in-progress includes cost of property, plant and equipment under installation/ under development as at the balance sheet date.

259
Dodla Dairy Limited
Notes to the Restated Standalone Financial Information (continued)

Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(b) Intangible assets

Intangible assets including those acquired by the Company are initially measured at cost. Such intangible assets are subsequently measured at cost less accumulated amortisation and any accumulated
impairment losses.
Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values over their estimated useful lives using the straight line method, and is included in depreciation
and amortisation in statement of profit and loss.
The estimated useful lives are as follows:
Asset Useful life
Computer software 3 years
Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2016, measured as per the previous GAAP, and use that
carrying value as the deemed cost of such intangible assets (see note 51).

(c) Biological assets

Biological assets i.e. living animals, are measured at fair value less cost to sell. Costs to sell include the minimal transportation charges for transporting the cattle to the market but excludes finance
costs and income taxes. Changes in fair value of livestock are recognised in the statement of profit and loss. Costs such as vaccination, fodder and other expenses are expensed as incurred. The
animals reared from conception (calf) and heifers are classified as ''immatured biological assets'' until the animals become productive. All the productive animals are classified as "matured biological
assets".

(d) Impairment
i. Financial assets
The Company recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade
receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the
12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or
reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss in profit or loss.
ii. Non -financial assets
Intangible assets and property, plant and equipment
(a) Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset
does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets
are considered to be impaired, the impairment to be recognised in the statement of profit and loss is measured as the amount by which the carrying value of the assets exceeds the estimated
recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The
carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any
accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

(e) Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of
the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

As a lessee
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases (net
of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general
inflation to compensate for the lessor’s expected inflationary cost increases.

(f) Inventories
Inventories comprise of raw materials and packing materials, work-in-progress, finished goods, stock-in-trade and stores and spares and are carried at the lower of cost and net realisable value. The
cost of inventories is based on the weighted average cost method and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing
them to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of fixed production overheads based on normal
operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The net realisable value
of work-in-progress is determined with reference to the selling prices of related finished products. The comparison of cost and net realisable value is made on an item-by-item basis.

Raw materials, components and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is
estimated that the cost of the finished products will exceed their net realisable value.
Goods-in-transit are valued at cost which represents the costs incurred upto the stage at which the goods are in-transit.

(g) Financial instruments

i. Recognition and initial measurement
The Company initially recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are measured
at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or
loss, are added to the fair value on initial recognition.
ii. Classification and subsequent measurement
Financial Assets
Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortised cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying
amounts approximate fair value due to the short maturity of these instruments.
Investment in subsidiaries and associates
Investment in subsidiaries and associates is carried at cost in the financial statements.
260
Dodla Dairy Limited
Notes to the Restated Standalone Financial Information (continued)

Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(g) Financial instruments (continued)

iii. Derecognition
Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the right to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial assets are transferred or in which the Company neither transfers nor retains substantially all of the
risks and rewards of ownership and does not retain control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the
transferred assets are not derecognised.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability
based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and a new financial liability with modified terms is
recognised in the statement of profit and loss.
iv. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the
amounts and it intends either to settle them on a net basis or realise the asset and settle the liability simultaneously.

(h) Revenue recognition

Revenue from sale of goods is recognised, when the significant risks and rewards of ownership have transferred to the buyer, recovery of the consideration is probable, the associated costs and
possible return of goods can be estimated reliably, there is no continuing effective control over, or managerial involvement with, the goods, and the amount of revenue can be measured reliably.
Revenue from the sale of goods and sale of scrap is measured at the fair value of the consideration received or receivable, exclusive of sales tax and net of sales return, trade discounts and volume
rebates.
Revenue from service rendered is recognised in profit and loss in proportion to the stage of completion of the transaction at the reporting date, based on the terms and conditions of the relevant
agreement.
Dividend income is recognised when the Company's right to receive the payment is established, which is generally when shareholders approve the dividend.
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments
or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other income in the
statement of profit and loss.

(i) Earnings per share

Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted
earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of
equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at
a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The number of
shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for the share splits.

(j) Business Combination

In accordance with Ind AS 103, the Company accounts for the business combinations using the acquisition method when control is transferred to the Company. The consideration transferred for the
business combination is generally measured at fair value as at the date the control is acquired (acquisition date), as are the net identifiable assets acquired. Any goodwill that arises is tested annually
for impairment. Any gain on a bargain purchase is recognised in OCI and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for classifying the business
combination as resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Transaction costs are expensed as incurred, except to the extent related to the
issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships with the acquiree. Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as
equity, then it is not remeasured subsequently and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date and changes in the fair
value of the contingent consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the
acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. The determination of the amount to be included in consideration transferred is
based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-
combination service
If a business combination is achieved in stages, any previously held equity interest in the acquiree is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit
or loss or OCI, as appropriate.

Business combinations arising from transfers of interest in entities that are under the control of the shareholder that controls the Company are accounted for as if the acquisition had occurred at the
beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are
recognised at their carrying amounts. The identity of the reserves is preserved and they appear in the financial statements of the Company in the same form in which they appeared in the financial
statements of the acquired entity. The difference, if any, between the value of net assets and the consequent reduction in value of investment held by the Company is transferred to the capital reserve
or to the accumulated balance of profit and loss.

(k) Foreign currencies

Transactions in foreign currencies are initially recorded by the Company at their functional currency spot rates at the date the transaction. Monetary assets and liabilities denominated in foreign
currency are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet
date of the Company’s monetary items at the closing rates, are recognised as income or expenses in the period in which they arise. Non-monetary items which are carried at historical cost
denominated in a foreign currency are reported using the exchange rates at the date of transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value is determined.

(l) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented
within other income. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a
straight-line basis over the expected lives of the related assets and presented within other income.

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Notes to the Restated Standalone Financial Information (continued)

Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(m) Income tax

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other
comprehensive income.
i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The
amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any related to income taxes. It is measured using tax rates
(and tax laws) enacted or substantively enacted by the reporting date.
ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for
taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at
the time of transaction.
- temporary differences related to investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used.
Deferred tax assets recognised or unrecognised are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related
tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively
enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount
of its assets and liabilities.
The Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities, where it has a legally enforceable right and where it intends to settle
such assets and liabilities on a net basis.

(n) Borrowing costs

Borrowing costs directly attributable to the acquisition or construction of those property, plant and equipment which necessarily takes a substantial period of time to get ready for their intended use
are capitalised. All other borrowing costs are expensed in the period in which they incur in the statement of profit and loss.

(o) Provisions and contingent liabilities

i. General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss net
of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.
ii. Contingent liabilities
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources. When there is a possible or a
present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.
iii. Onerous contracts
Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it,
are recognised when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event based on a reliable
estimate of such obligation.

(p) Employee benefits

i. Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid
e.g., under short-term cash bonus, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of
obligation can be estimated reliably.
ii. Share-based payment transactions
The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that
the employees unconditionally become entitled to the awards. The amount recognised as expense is based on the estimate of the number of awards for which the related service and non-market
vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market vesting
conditions at the vesting date.
iii. Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay
further amounts. The Company makes specified monthly contributions towards Government administered provident fund scheme. Obligations for contributions to defined contribution plans are
recognised as an employee benefits expense in profit or loss in the periods during which the related services are rendered by employees.
iv. Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in respect of defined benefit plans is calculated separately for
each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the
Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan (‘the
asset ceiling’). In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding
interest), are recognised in OCI. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined benefit liability
(asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on
curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
v. Other long-term employee benefits
The Company’s net obligation in respect of long-term employee benefits other than post-employment benefits is the amount of future benefit that employees have earned in return for their
service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The obligation is measured on the basis of an
annual independent actuarial valuation using the projected unit credit method. Remeasurements gains or losses are recognised in profit or loss in the period in which they arise.

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Notes to the Restated Standalone Financial Information (continued)

Annexure VI - Basis of preparation and significant accounting policies (continued)

3 Significant accounting policies (continued)

(q) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Where bank
overdrafts/ cash credits which are repayable on demand form an integral part of an entity's cash management, bank overdrafts are included as a component of cash and cash equivalents for the
purposes of cash flow statement. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(r) Cash flow statement

Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from regular revenue generating (operating activities), investing and financing activities of the Company are segregated.

(s) Recent accounting pronouncements

Standards issued but not yet effective
On 28 March 2018, the Ministry of Corporate Affairs ("MCA") vide the Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind
ASs which the Company has not applied as they are effective for annual periods beginning on or after 1 April 2018:

1. Ind AS 115 - Revenue from Contracts with Customers

2. Ind AS 21 - The effect of changes in Foreign Exchange rates

Ind AS 115, Revenue from Contracts with Customers

Ind AS 115, establishes a comprehensive framework for determining whether, how much and when revenue should be recognised. It replaces existing revenue recognition guidance, including Ind AS
18 Revenue, Ind AS 11 Construction Contracts and Guidance Note on Accounting for Real Estate Transactions. Ind AS 115 is effective for annual periods beginning on or after 1 April 2018 and
will be applied accordingly.
The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligation in contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

The Company has completed an initial assessment of the potential impact of the adoption of Ind AS 115 on accounting policies followed in its financial statements. The quantitative impact of
adoption of Ind AS 115 on the financial statements in the period of initial application is not reasonably estimable as at present.

Ind AS 21 – The effect of changes in Foreign Exchange Rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction,
for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in
advance, a date of transaction is established for each payment or receipt. The Company has completed an initial assessment of the potential impact of the amendment on the financial statements.
There is no material impact of adoption of clarification on the financial statements.

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Dodla Dairy Limited

Annexure VII - Notes to the Restated Standalone Financial Information

Note 4: Property, plant and equipment and capital work-in-progress

Reconciliation of carrying amount ( ₹ in million)
Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Description
As at As at As at Depreciation for As at As at
Additions Disposals Disposals
01 April 2017 31 March 2018 01 April 2017 the year 31 March 2018 31 March 2018
Freehold land 344.83 138.25 - 483.08 - - - - 483.08
Buildings 613.48 173.57 0.23 786.82 15.15 27.60 0.01 42.74 744.08
Plant and equipment 1,178.06 352.55 5.46 1,525.15 76.57 107.37 1.26 182.68 1,342.47
Electrical installation 80.45 13.49 1.96 91.98 8.00 10.60 1.69 16.91 75.07
Electronic data processors 12.93 19.63 0.19 32.37 4.06 5.53 0.13 9.46 22.91
Office equipments 14.92 9.81 0.08 24.65 2.33 4.30 0.06 6.57 18.08
Furniture and fixtures 39.61 18.98 0.23 58.36 2.39 5.25 0.11 7.53 50.83
Laboratory equipment 189.55 138.04 1.70 325.89 65.24 86.65 1.34 150.55 175.34
Vehicles 17.80 15.98 2.98 30.80 2.70 3.19 1.00 4.89 25.91
Total 2,491.63 880.30 12.83 3,359.10 176.44 250.49 5.60 421.33 2,937.77
Add: Capital work-in-progress 150.10
3,087.87

Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Description Deemed cost Deemed cost
As at Depreciation for As at As at
As at Additions Disposals As at Disposals
31 March 2017 the year 31 March 2017 31 March 2017
01 April 2016 01 April 2016
Freehold land 305.90 38.93 - 344.83 - - - - 344.83
Buildings 363.26 250.29 0.07 613.48 - 15.15 - 15.15 598.33
Plant and equipment 710.78 469.68 2.40 1,178.06 - 76.57 - 76.57 1,101.49
Electrical installation 49.37 31.15 0.07 80.45 - 8.00 - 8.00 72.45
Electronic data processors 6.23 6.78 0.08 12.93 - 4.06 - 4.06 8.87
Office equipments 5.72 9.23 0.03 14.92 - 2.33 - 2.33 12.59
Furniture and fixtures 14.13 25.56 0.08 39.61 - 2.39 - 2.39 37.22
Laboratory equipment 116.25 73.80 0.50 189.55 - 65.24 - 65.24 124.31
Vehicles 13.90 3.90 - 17.80 - 2.70 - 2.70 15.10
Total 1,585.54 909.32 3.23 2,491.63 - 176.44 - 176.44 2,315.19
Add: Capital work-in-progress 298.82
2,614.01

Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Description As at As at As at As at As at
Depreciation for
01 April 2015 Additions Disposals 31 March 2016 01 April 2015 Disposals 31 March 2016 31 March 2016
the year
Proforma Proforma Proforma Proforma Proforma
Freehold land 162.17 143.73 - 305.90 - - - - 305.90
Buildings 282.23 106.59 1.26 387.56 13.02 11.65 0.37 24.30 363.26
Plant and equipment 718.06 139.00 3.15 853.91 77.73 67.00 1.60 143.13 710.78
Electrical installation 60.02 5.82 0.06 65.78 3.48 12.95 0.02 16.41 49.37
Electronic data processors 19.21 3.94 0.51 22.64 13.01 3.91 0.51 16.41 6.23
Office equipments 7.41 2.78 0.36 9.83 2.29 2.16 0.34 4.11 5.72
Furniture and fixtures 13.10 4.78 0.05 17.83 1.83 1.90 0.03 3.70 14.13
Laboratory equipment 122.93 83.90 2.90 203.93 42.78 46.42 1.52 87.68 116.25
Vehicles 16.37 3.33 0.82 18.88 3.16 2.39 0.57 4.98 13.90
Total 1,401.50 493.87 9.11 1,886.26 157.30 148.38 4.96 300.72 1,585.54
Add: Capital work-in-progress 351.66
1,937.20

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 4: Property, plant and equipment and capital work-in-progress (continued)

Reconciliation of carrying amount ( ₹ in million)

Gross carrying amount Accumulated depreciation Carrying
amounts (net)
Description As at As at As at As at As at
Depreciation for
01 April 2014 Additions Disposals 31 March 2015 01 April 2014 Disposals 31 March 2015 31 March 2015
the year
Proforma Proforma Proforma Proforma Proforma
Freehold land 52.60 109.57 - 162.17 - - - - 162.17
Buildings 130.18 152.05 - 282.23 5.67 7.35 - 13.02 269.21
Plant and equipment 494.40 225.01 1.35 718.06 26.50 52.01 0.78 77.73 640.33
Electrical installation 21.94 38.08 - 60.02 1.56 1.92 - 3.48 56.54
Electronic data processors 16.11 3.51 0.41 19.21 7.04 6.38 0.41 13.01 6.20
Office equipments 5.07 2.41 0.07 7.41 0.54 1.79 0.04 2.29 5.12
Furniture and fixtures 7.11 5.99 - 13.10 0.54 1.29 - 1.83 11.27
Laboratory equipment 55.80 68.18 1.05 122.93 3.60 39.30 0.12 42.78 80.15
Vehicles 8.30 8.80 0.73 16.37 1.00 2.47 0.31 3.16 13.21
Total 791.51 613.60 3.61 1,401.50 46.45 112.51 1.66 157.30 1,244.20
Add: Capital work-in-progress 35.67
1,279.87

Carrying
Gross carrying amount Accumulated depreciation
amounts (net)
Deemed cost Deemed cost
Description As at As at As at
As at As at Depreciation for
Additions Disposals 31 March 2014 Disposals 31 March 2014 31 March 2014
01 April 2013 01 April 2013 the year
Proforma Proforma Proforma
Proforma Proforma
Freehold land 17.10 35.50 - 52.60 - - - - 52.60
Buildings 107.56 22.75 0.13 130.18 - 5.67 - 5.67 124.51
Plant and equipment 419.45 76.15 1.20 494.40 - 26.50 - 26.50 467.90
Electrical installation 20.31 1.82 0.19 21.94 - 1.56 - 1.56 20.38
Electronic data processors 12.06 4.12 0.07 16.11 - 7.04 - 7.04 9.07
Office equipments 3.00 2.15 0.08 5.07 - 0.54 - 0.54 4.53
Furniture and fixtures 6.40 0.73 0.02 7.11 - 0.54 - 0.54 6.57
Laboratory equipment 32.16 26.67 3.03 55.80 - 3.60 - 3.60 52.20
Vehicles 6.62 1.68 - 8.30 - 1.00 - 1.00 7.30
Total 624.66 171.57 4.72 791.51 - 46.45 - 46.45 745.06
Add: Capital work-in-progress 187.36
932.42

(i) Capital work-in-progress

Capital work-in-progress mainly comprises new plant and machinery, buildings, chilling centres and other assets under erection for the plant.

(ii) Contractual obligations

Refer note 41 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

(iii) On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1 April 2016 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of
the property, plant and equipment. The Company has followed the same accounting policy choice as initially adopted on transition date i.e. 1 April 2016 while preparing Proforma Restated schedule for the years ended 31 March 2016, 31 March 2015 and 31
March 2014.

(iv) Carrying amount of property, plant and equipment (included in above) pledged as securities for borrowings - 31 March 2018: ₹ 2,937.77, 31 March 2017: ₹ 2,315.19, 31 March 2016: ₹ 1,585.54, 31 March 2015: ₹ 1,244.20, 31 March 2014: ₹ 745.06.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 5: Intangible Assets ( ₹ in million)

Reconciliation of carrying amount
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Gross carrying amount at the beginning of the year 3.89 1.78 4.80 3.97 2.57
Additions 5.55 2.11 2.03 0.83 1.40
Disposals 0.02 - - - -
Gross carrying amount at the end of the year 9.42 3.89 6.83 4.80 3.97
Accumulated amortisation at the beginning of the year 1.06 - 2.90 1.52 -
Amortisation expense 2.30 1.06 2.15 1.38 1.52
Disposals 0.01 - - - -
Accumulated amortisation at the end of the year 3.35 1.06 5.05 2.90 1.52
Carrying amount (net) at the end of the year 6.07 2.83 1.78 1.90 2.45

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2016 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of the intangible assets. The
Company has followed the same accounting policy choice as initially adopted on transition date i.e. 1 April 2016 while preparing Proforma Restated schedule for the years ended 31 March 2016, 31 March 2015 and 31 March 2014.

Note 6: Biological assets other than bearer plants

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Matured Biological Assets 20.34 17.68 12.89 5.52 -
Immatured Biological Assets 7.65 5.87 5.35 7.94 4.33
27.99 23.55 18.24 13.46 4.33

Reconciliation of carrying amount:

As at 31 March 2018 31 March 2017
Matured Immatured Matured Immatured
biological assets biological assets biological assets biological assets
Balance as at the beginning of the year 17.68 5.87 12.89 5.35
Change in fair value (refer note 32) 4.26 5.56 5.33 3.62
Cattles matured during the year 3.36 (3.36) 3.05 (3.05)
Cattles sold/ discarded during the year (4.96) (0.42) (3.59) (0.05)
Balance as at the end of the year 20.34 7.65 17.68 5.87

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma

Matured Immatured Matured Immatured Matured Immatured

biological assets biological assets biological assets biological assets biological assets biological assets
Balance at the beginning of the year 5.52 7.94 - 4.33 - -
Additions during the year - - - 3.29 - 2.65
Change in fair value (refer note 32) 5.99 2.40 3.33 2.92 - 1.68
Cattles matured during the year 3.30 (3.30) 2.19 (2.19) - -
Cattles sold/ discarded during the year (1.92) (1.69) - (0.41) - -
Balance at the end of the year 12.89 5.35 5.52 7.94 - 4.33

As at 31 March 2018, there were 212 cattle (31 March 2017: 202 cattle, 31 March 2016: 170 cattle, 31 March 2015: 191 cattle, 31 March 2014: 129 cattle) as immatured biological assets and 245 cattle (31 March 2017: 221 cattle, 31 March 2016: 183 cattle, 31
March 2015: 69 cattle, 31 March 2014: Nil) as matured biological assets. During the current year, the Company has sold/ discarded 76 cattle (year ended 31 March 2017: 52 cattle; year ended 31 March 2016: 70 cattle; year ended 31 March 2015: 14 cattle, year
ended 31 March 2014: Nil).

The fair valuation of biological assets is classified as level 2 in the fair value hierarchy as they are determined based on the basis of the best available quote from the nearest market to the farm and on the basis of age of the calves, cows and heifers.

Note 7: Non-current investments

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Investment in equity instruments
Carried at cost less provision for other than temporary impairment
Unquoted
Investment in subsidiaries
Dodla Holding Pte. Limited, Singapore 407.84 407.84 340.07 274.11 -
(31 March 2017: 6,606,628; 31 March 2016: 5,500,000; 31 March 2015: 4,500,290) equity shares of face value USD 1.00 each, fully paid up (at cost)]
Dodla Singapore Pte. Limited, Singapore - - - - -*
(31 March 2014: 100) equity shares of face value USD 0.01 each, fully paid up (at cost)
Investment in associates
Global VetMed Concepts India Private Limited 38.67 38.67 38.67 - -
(31 March 2017: 3,866,923; 31 March 2016: 3,866,923) equity shares of face value ₹ 10 each, fully paid up (at cost)]
Less: Provision for impairment (38.67) (38.67) (38.67) - -
Abyssinia Bharat Food Parks PLC, Ethiopia - - - - 1.63
(31 March 2014: 59,400) equity shares of face value ₹ 10 each, fully paid up (at cost)

Investment in quoted mutual funds (carried at fair value through profit and loss (FVTPL)) 71.10 - - - -
478.94 407.84 340.07 274.11 1.63

Aggregate value of non-current investments - unquoted 446.51 446.51 378.74 274.11 -

Aggregate book/ market value of non-current investments - quoted 71.10 - - - -
Aggregate provision for impairment in value of investment (38.67) (38.67) (38.67) - -

* Below the rounding off norm adopted by the Company. The actual amount of investment in Dodla Singapore Pte. Limited, Singapore in ₹ 61.

Note 8: Non-current loans

Unsecured, considered good
Security deposits 56.88 45.48 35.72 32.73 28.42
Amounts receivable from vendors 90.19 160.45 2.50 - -
Unsecured, considered doubtful
Amounts receivable from vendors 5.00 2.50 2.50 - -
Less: Provision for doubtful advances (5.00) (2.50) (2.50)
147.07 205.93 38.22 32.73 28.42

Note 9: Other non-current financial assets

Balance with bank held as margin money* - 0.50 - - -
Share application money pending allotment** - - - 21.00 21.00
Less : Provision for doubtful advance** - - - (21.00) (21.00)
- 0.50 - - -
* Represents margin money deposits against bank guarantee.
** Forms a part of outstanding balances as disclosed under note 43 (iii)

Note 10: Other non-current assets

Capital advances
Unsecured, considered good 3.01 56.35 300.10 234.12 251.07
Unsecured, considered doubtful 0.03 0.03 0.03 - -
Less : Provision for doubtful advances (0.03) (0.03) (0.03) - -
Advances other than capital advances (Unsecured, considered good)
Salary advances to key managerial person** 3.00 5.40 - - -
Taxes paid under protest 75.03 74.93 31.01 - -
81.04 136.68 331.11 234.12 251.07
** Forms a part of outstanding balances as disclosed under note 43 (iii)

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 11: Inventories*

Raw materials and packing materials 211.42 173.87 44.43 280.05 230.81
Work-in-progress 455.92 242.34 297.24 424.78 100.39
Finished goods** 593.43 389.87 533.72 695.91 137.26
Stock-in-trade - - 0.36 0.51 0.20
Stores and spares 35.02 22.10 15.74 15.41 13.82
1,295.79 828.18 891.49 1,416.66 482.48
Carrying amount of inventories (included in above) pledged as securities for borrowings 1,295.79 828.18 891.49 1,416.66 482.48
*Refer note 3 (f) for mode of valuation for inventories.
**includes goods-in-transit amounting to ₹ Nil (31 March 2017: ₹ 16.89; 31 March 2016: ₹ 25.11; 31 March 2015: ₹ 8.75; 31 March 2014: ₹ 11.63).
The write down of inventories to net realisable value during the year amounted to ₹ 0.82 (31 March 2017: ₹ 0.10, 31 March 2016: ₹ 30.30; 31 March 2015: ₹ 25.90; 31 March 2014: Nil). The write down are included in cost of materials consumed or changes in
inventories of finished goods, stock-in-trade and work-in-progress.

Note 12: Current investments

Investment in quoted mutual funds (carried at FVTPL) 598.49 683.54 637.10 609.72 925.60
598.49 683.54 637.10 609.72 925.60
Carrying amount of investments (included in above) pledged as securities for borrowings 531.42 632.79 395.52 396.07 -
Aggregate book/ market value of current investments - quoted 598.49 683.54 637.10 609.72 925.60
Aggregate amount of impairment in value of investment - - - - -
Details about the Company’s exposure to credit and market risks and fair value measurement is included in note 48.

Dodla Dairy Limited

Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Note 13: Trade receivables
Unsecured, considered good 19.35 5.26 5.07 11.52 6.49
Unsecured, considered doubtful 0.45 0.45 3.03 2.39 2.39
19.80 5.71 8.10 13.91 8.88
Less: Allowance for doubtful debts (0.45) (0.45) (3.03) (2.39) (2.39)
19.35 5.26 5.07 11.52 6.49
Carrying amount of receivables (included in above) pledged as securities for borrowings 19.35 5.26 5.07 11.52 6.49

Due date based ageing

- Debts outstanding for a period exceeding six months from the date they became due 0.92 0.45 3.03 2.41 2.61
- Other debts 18.88 5.26 5.07 11.50 6.27
19.80 5.71 8.10 13.91 8.88

The Company’s exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in note 48.

Note 14: Current loans

Unsecured, considered good
Loans to director (refer note 47)** - 12.50 12.50 - -
Amounts receivable from vendors 67.00 - - - -
67.00 12.50 12.50 - -
** Forms a part of outstanding balances as disclosed under note 43 (iii)

Note 15: Cash and bank balances

(a) Cash and cash equivalents:
Cash on hand 14.46 18.54 12.80 12.39 44.82
Balances with banks
-in current accounts# 46.52 50.83 79.05 97.85 310.18
-in deposit accounts (with original maturity of less than three months) 50.00 - - - 73.12
110.98 69.37 91.85 110.24 428.12

(b) Other bank balances* 0.70 - - 2.41 -

0.70 - - 2.41 -

# Current account balances with banks include funds which are not freely available amounting to ₹ Nil (31 March 2017: ₹ 13.53; 31 March 2016: ₹ 13.53; 31 March 2015: Nil; 31 March 2014: Nil) (refer note 43(c))
* Represents margin money deposits against bank guarantee.

Note 16: Derivatives

Cross currency interest rate swaps - 4.88 11.28 11.27 12.07
- 4.88 11.28 11.27 12.07
Details about the Company’s exposure to credit and market risks and fair value measurement is included in note 48.

Note 17: Other current financial assets

Interest accrued ** 1.63 1.39 1.30 1.05 3.69
Excess remuneration paid to managing director held in trust** - - 11.54 -
Inter corporate deposits - - - - 55.00
Share application money pending allotment - Dodla Milk Processing Plc - Ethiopia (refer note 43(c))
Unsecured, considered good - - - 12.99 14.74
Unsecured, considered doubtful - 2.30 2.30 1.75 -
Less: provision for doubtful advances - (2.30) (2.30) (1.75) -
1.63 1.39 1.30 25.58 73.43
** Includes a part of outstanding balances as disclosed under note 43 (iii)

Note 18: Other current assets

Advances other than capital advances:
Unsecured considered good:
Salary advances to employees 3.74 3.13 2.32 2.16 2.23
Salary advances to key managerial person** 2.40 2.40 3.48 0.08 -
Prepaid expenses 19.18 14.04 7.86 5.40 5.29
Advance to suppliers 6.45 244.44 6.87 42.40 68.20
Other advances** 8.19 9.25 6.77 5.45 2.88
Balance with government authorities 6.04 - - - -

Unsecured, considered doubtful:

Other advances** 53.64 53.64 53.64 55.59 33.95
Less : Provision for doubtful advances (53.64) (53.64) (53.64) (55.59) (33.95)
46.00 273.26 27.30 55.49 78.60
** Includes a part of outstanding balances as disclosed under note 43 (iii)

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 19: Equity share capital ( ₹ in million except per share data)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Authorised
75,000,000 (31 March 2017, 2016, 2015, 2014: 6,000,000) equity shares of ₹10 each 750.00 60.00 60.00 60.00 60.00
750.00 60.00 60.00 60.00 60.00

Issued, subscribed & paid up share capital

3,274,823 (31 March 2017, 2016, 2015, 2014: 3,274,823) equity shares of ₹10 each fully paid up 32.75 32.75 32.75 32.75 32.75
32.75 32.75 32.75 32.75 32.75

(a) Reconciliation of shares outstanding at the beginning and at the end of the year
As at 31 March 2018 31 March 2017
Number of Number of
Amount Amount
shares shares
Equity shares
At the commencement of the year 3,274,823.00 32.75 3,274,823 32.75
Issued during the year - - - -
Outstanding at the end of the year 3,274,823 32.75 3,274,823 32.75

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Number of Number of Number of
Amount Amount Amount
shares shares shares
Equity shares
At the commencement of the year 3,274,823 32.75 3,274,823 32.75 3,274,823 32.75
Issued during the year - - - - - -
Outstanding at the end of the year 3,274,823 32.75 3,274,823 32.75 3,274,823 32.75

(b) Rights, preferences and restrictions attached to equity shares:

The Company has a single class of equity shares as at 31 March 2018 having a par value of ₹ 10 per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, TPG Dodla Dairy Holdings Pte. Ltd (“the
Investor”) shall be paid from the distributable proceeds, an amount (hereafter referred to as the “investor liquidation amount”) which is the higher of:
(i) an amount equal to the investment amount, plus any accrued or declared but unpaid dividends on its investor shares; and
(ii) such amount as is equivalent to it's proportionate share of the distributable proceeds, based on the Investor’s then existing shareholding percentage, provided that, in the event that the distributable proceeds are less than the investor liquidation amount,
the investor will have the right to receive (and the Promoters and the Company shall procure that the Investor receives) the entire distributable proceeds.

After the payment in full is made to the Investor, as set forth in above clause, the balance of the distributable proceeds, if any, shall be distributed to all shareholders, excluding the Investor pro rata in proportion to their inter se shareholding held in the
Company.

(c) Details of shareholders holding more than 5% shares in the Company

As at 31 March 2018 31 March 2017
Number of Number of
% holding % holding
shares shares
Equity shares of ₹10/- each fully paid-up
Mr. D. Sunil Reddy 832,124 25.41% 832,124 25.41%
Mrs. D. Girija Reddy 1 0.00% 822,120 25.10%
Mrs. D. Deepa Reddy 363,256 11.09% 363,256 11.09%
Mr. D. Subba Reddy 1 0.00% 337,499 10.31%
Mr. D. Sesha Reddy 1,195,238 36.50% - -
Black River Capital Partners Food Fund Holdings (Singapore) Pte Ltd - - 774,823 23.66%
TPG Dodla Dairy Holdings Pte. Ltd. 884,202 27.00% - -

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Number of Number of Number of
% holding % holding % holding
shares shares shares
Equity shares of ₹10/- each fully paid-up
Mr. D. Sunil Reddy 832,124 25.41% 832,124 25.41% 832,124 25.41%
Mrs. D. Girija Reddy 822,120 25.10% 822,120 25.10% 822,120 25.10%
Mrs. D. Deepa Reddy 363,256 11.09% 363,256 11.09% 363,256 11.09%
Mr. D. Subba Reddy 337,499 10.31% 337,499 10.31% 337,499 10.31%
Black River Capital Partners Food Fund Holdings (Singapore) Pte Ltd 774,823 23.66% 774,823 23.66% - -
BR CPF Holdings (Mauritius) Limited - - - - 774,823 23.66%

(d) During the five years immediately preceeding the balance sheet date, no shares have been bought back, issued for consideration other than cash and no bonus shares have been issued.

(e) Share based payment arrangement

During the financial year 2017-18, the Company introduced Dodla Dairy Limited Employee Stock Option Plan 2018 (‘the Plan’). As per the Plan, the Nomination and Remuneration Committee grants options to the eligible employees and directors of the
Company. The vesting period of the option shall be provided in the relevant grant letter and shall be subject to the applicable law. Options granted under the Plan can be exercised within the period determined by the Nomination and remuneration
committee. Exercise of an option is subject to continued employment.

Under the Plan, the Company granted 49,122 options on 23 March 2018 at an exercise price of ₹ 3,627.38 per share to the Chief Executive Officer of the Company. Each option represents one equity share of ₹ 10/- each.

Movement in the options under the Plan No. of options

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Options outstanding at the beginning of the year - - - - -
Options granted during the year 49,122 - - - -
Options exercised during the year - - - - -
Options exercisable at the end of the year 49,122 - - - -

Fair value measurement

The fair value at grant date is determined using the Black Scholes valuation option-pricing model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option.

The key inputs used in Black-Scholes model for calculating fair value of options under the plan as on the date of grant are as follows:
No. of options granted 49,122
Date of grant 23-Mar-18
Vesting period (years) 1 to 4
Expected volatility 45.00%
Risk free rate 7.60%

(f) The Board of Directors of the Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing shareholders of the Company. The proposal of the Board of Directors was approved by the
Shareholders of the Company in their Annual General Meeting held on 17 July 2018.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued) ( ₹ in million)

Note 20: Other equity

Attributable to the owners of the Company
Capital Share options
Securities Retained
Particulars redemption outstanding Total
premium earnings
reserve account
Balance as at 01 April 2013 Proforma 12.00 1,092.25 515.84 - 1,620.09
Additions:
Remeasurement of the net defined benefit obligation, net of tax effect - - 1.03 - 1.03
Net profit after tax transferred from the statement of profit and loss - - 253.45 - 253.45
Balance as at 31 March 2014 Proforma 12.00 1,092.25 770.32 - 1,874.57

Capital Share options

Securities Retained
Particulars redemption outstanding Total
premium earnings
reserve account
Balance as at 01 April 2014 Proforma 12.00 1,092.25 770.32 - 1,874.57
Additions:
Remeasurement of the net defined benefit obligation, net of tax effect - - 1.07 - 1.07
Net profit after tax transferred from the statement of profit and loss - - 124.77 - 124.77
Balance as at 31 March 2015 Proforma 12.00 1,092.25 896.16 - 2,000.41

Capital Share options

Securities Retained
Particulars redemption outstanding Total
premium earnings
reserve account
Balance as at 01 April 2015 Proforma 12.00 1,092.25 896.16 - 2,000.41
Additions:
Remeasurement of the net defined benefit obligation, net of tax effect - - (1.80) - (1.80)
Net profit after tax transferred from the statement of profit and loss - - 512.61 - 512.61
Less: Interim dividend on equity shares [₹ 25 per share] and dividend distribution tax thereon - - (98.54) - (98.54)
Balance as at 31 March 2016 Proforma 12.00 1,092.25 1,308.43 - 2,412.68

Capital Share options

Securities Retained
Particulars redemption outstanding Total
premium earnings
reserve account
Balance as at 01 April 2016 12.00 1,092.25 1,308.43 - 2,412.68
Additions:
Remeasurement of the net defined benefit obligation, net of tax effect - - (2.70) - (2.70)
Net profit after tax transferred from the statement of profit and loss - - 461.08 - 461.08
Balance as at 31 March 2017 12.00 1,092.25 1,766.81 - 2,871.06

Capital Share options

Securities Retained
Particulars redemption outstanding Total
premium earnings
reserve account
Balance as at 01 April 2017 12.00 1,092.25 1,766.81 - 2,871.06
Additions:
Remeasurement of the net defined benefit obligation, net of tax effect - - 15.30 - 15.30
Employee share based payment expense - - - 0.60 0.60
Net profit after tax transferred from the statement of profit and loss - - 508.69 - 508.69
Balance as at 31 March 2018 12.00 1,092.25 2,290.80 0.60 3,395.65

Nature and purpose of the reserve

Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued under Dodla Dairy Limited Employee Stock Option Plan 2018 (refer note 19(e)).
Capital redemption reserve
The Company had redeemed the preference shares and as per the provisions of the applicable laws, a sum equal to the nominal value of the shares so redeemed is required to be transferred to the capital redemption reserve.
Securities Premium
Securities premium reserve is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
Note 21: Non-current borrowings

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Secured
Term loans
- from banks (refer below) 222.50 315.00 323.79 80.92 126.82
222.50 315.00 323.79 80.92 126.82

Borrowings : Statement of details of long-term borrowings outstanding as at 31 March 2018

Amount outstanding as
Name of the Amount at 31 March 2018 Rate of Interest as on
S. No. Nature of borrowing Sanctioned currency Year of sanction Repayment terms Prepayment charges Default charges Security
lender sanctioned (including current 31 March 2018
maturities)
1 HDFC Bank Term Loan INR 65.00 60.93 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable
installments commencing outstanding any monies payable (principal as well as interest) and fixed assets acquired using the term loan, pari-passu second charge on the current
from January 2018 of ₹ non-completion of documentation as required by the assets and personal guarantee furnished by the director of the Company, Mr. Sunil
4.06 each bank within the stipulated time. Reddy.
2 HDFC Bank Term Loan INR 100.00 93.75 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable
installments commencing outstanding any monies payable (principal as well as interest) and fixed assets acquired using the term loan, pari-passu second charge on the current
from January 2018 of ₹ non-completion of documentation as required by the assets and personal guarantee furnished by the director of the Company, Mr. Sunil
6.25 each bank within the stipulated time. Reddy.
3 HDFC Bank Term Loan INR 90.00 28.13 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable
installments commencing outstanding any monies payable (principal as well as interest) and fixed assets acquired using the term loan, pari-passu second charge on the current
from September 2016 of ₹ non-completion of documentation as required by the assets and personal guarantee furnished by the director of the Company, Mr. Sunil
3.13 each bank within the stipulated time. Reddy.
4 HDFC Bank Term Loan INR 25.00 23.44 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable
installments commencing outstanding any monies payable (principal as well as interest) and fixed assets acquired using the term loan, pari-passu second charge on the current
from January 2018 of ₹ non-completion of documentation as required by the assets and personal guarantee furnished by the director of the Company, Mr. Sunil
1.56 each bank within the stipulated time. Reddy.
5 HDFC Bank Term Loan INR 60.00 56.25 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable
installments commencing outstanding any monies payable (principal as well as interest) and fixed assets acquired using the term loan, pari-passu second charge on the current
from January 2018 of ₹ non-completion of documentation as required by the assets and personal guarantee furnished by the director of the Company, Mr. Sunil
3.75 each bank within the stipulated time. Reddy.
6 HDFC Bank Term Loan INR 150.00 52.50 MCLR plus 1.10% 2015-2016 16 equal quarterly 2% on principal 2% p.a. above the normal rate for all overdue/ delays of The term loan is secured by exclusive charge on all the movable and immovable
installments commencing outstanding any monies payable (principal as well as interest) and fixed assets acquired using the term loan, pari-passu second charge on the current
from April 2017 of ₹ 4.38 non-completion of documentation as required by the assets and personal guarantee furnished by the director of the Company, Mr. Sunil
each bank within the stipulated time. Reddy.

Aggregate amount of loans (including current maturities) guaranteed by the directors of the Company outstanding as at 31 March 2018 is ₹ 315.00 millions (31 March 2017: ₹ 393.04, 31 March 2016: ₹ 384.66, 31 March 2015: ₹ 130.55, 31 March 2014: ₹ 360.20)
Information about the Company’s exposure to interest rate, foreign currency and liquidity risks is included in note 48.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 22: Deferred tax liabilities

The balance comprises temporary differences attributable to:
Deferred tax liabilities
On account of property, plant and equipment (PPE) 246.37 175.96 130.78 122.56 102.87
Fair value changes in mutual funds 16.99 14.71 9.45 12.98 8.06
Others 5.02 2.81 0.19 3.24 0.58
Deferred tax assets
Provision for employee benefits (39.40) (42.34) (27.52) (18.75) (9.69)
Provision for doubtful debts and advances (20.46) (20.39) (21.28) (20.30) (12.44)
Net deferred tax liabilities 208.52 130.75 91.62 99.73 89.38
Also refer note 39, for tax expense.
Movement in deferred tax liabilities/ (assets)

Fair value Provision for

On account of Provision for
changes in doubtful debts Others Total
PPE employee benefit
mutual funds and advances
Balance as at 01 April 2013 Proforma 92.14 7.54 (6.59) (13.66) - 79.43
Charged/ (credited):
- to profit or loss 10.73 0.52 (3.65) 1.22 0.58 9.40
- to other comprehensive income - - 0.55 - - 0.55
Balance as at 31 March 2014 Proforma 102.87 8.06 (9.69) (12.44) 0.58 89.38

Fair value Provision for

On account of Provision for
changes in doubtful debts Others Total
PPE employee benefit
mutual funds and advances
Balance as at 01 April 2014 Proforma 102.87 8.06 (9.69) (12.44) 0.58 89.38
Charged/ (credited):
- to profit or loss 19.69 4.92 (9.63) (7.86) 2.66 9.78
- to other comprehensive income - - 0.57 - - 0.57
Balance as at 31 March 2015 Proforma 122.56 12.98 (18.75) (20.30) 3.24 99.73

Fair value Provision for

On account of Provision for
changes in doubtful debts Others Total
PPE employee benefit
mutual funds and advances
Balance as at 01 April 2015 Proforma 122.56 12.98 (18.75) (20.30) 3.24 99.73
Charged/ (credited):
- to profit or loss 8.22 (3.53) (7.82) (0.98) (3.05) (7.16)
- to other comprehensive income - - (0.95) - - (0.95)
Balance as at 31 March 2016 Proforma 130.78 9.45 (27.52) (21.28) 0.19 91.62

Fair value Provision for

On account of Provision for
changes in doubtful debts Others Total
PPE employee benefit
mutual funds and advances
Balance as at 01 April 2016 130.78 9.45 (27.52) (21.28) 0.19 91.62
Charged/ (credited):
- to profit or loss 45.18 5.26 (13.39) 0.89 2.62 40.56
- to other comprehensive income - - (1.43) - - (1.43)
Balance as at 31 March 2017 175.96 14.71 (42.34) (20.39) 2.81 130.75

Fair value Provision for

On account of Provision for
changes in doubtful debts Others Total
PPE employee benefit
mutual funds and advances
Balance as at 01 April 2017 175.96 14.71 (42.34) (20.39) 2.81 130.75
Charged/ (credited):
- to profit or loss 70.41 2.28 (5.16) (0.07) 2.21 69.67
- to other comprehensive income - - 8.10 - - 8.10
Balance as at 31 March 2018 246.37 16.99 (39.40) (20.46) 5.02 208.52

Note 23: Government grants

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Non-current 34.52 14.46 15.91 3.45 3.67
Current 2.86 1.46 1.46 0.22 0.22
37.38 15.92 17.37 3.67 3.89

Movement of Government grants:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Balance at the beginning of the year 15.92 17.37 3.67 3.89 4.11
Add: Received during the year 25.78 0.43 15.00 - -
Less: Released to statement of profit and loss (refer note 32) (4.32) (1.88) (1.30) (0.22) (0.22)
Balance at the end of the year 37.38 15.92 17.37 3.67 3.89

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 24: Non-current provisions

Provision for employee benefits
Compensated absences 53.32 54.54 35.32 24.20 7.91
Gratuity (refer note (ii) below) 15.56 34.13 17.62 14.77 10.53
68.88 88.67 52.94 38.97 18.44
(i) Post retirement benefit - Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and other funds which are defined contribution plans. The Company has no obligations other than to make the specified
contributions. The contributions are charged to the statement of profit and loss as they accrue.

(ii) Post retirement benefit - Defined benefit plans

The Company provides its employees with the benefits under a defined benefit plan, referred to as the “Gratuity Plan”. The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month’s salary for each year of
completed service (service of six months and above is rounded off as one year) at the time of retirement/ exit, restricted to a sum of ₹ 2.00 million).

a) The amounts recognised in the statement of assets and liabilities and the movements in the defined benefit obligation and plan assets over the years are as follows:
As at 31 March 2018 31 March 2017
Present value of Fair value of plan Present value of Fair value of plan
Net amount Net amount
obligation assets obligation assets
Opening balance (A) 60.21 (22.24) 37.97 42.60 (22.25) 20.35

Current service cost 14.48 - 14.48 12.20 - 12.20

Past service cost 2.78 - 2.78 - - -
Interest cost 4.03 - 4.03 3.11 - 3.11
Expected returns - (1.49) (1.49) - (1.72) (1.72)
Total amount recognised in profit or loss (B) 21.29 (1.49) 19.80 15.31 (1.72) 13.59
Remeasurements
(Gain)/ loss from change in demographic assumptions (3.58) - (3.58) - - -
(Gain)/ loss from change in financial assumptions (20.37) - (20.37) 4.72 0.10 4.82
Experience losses/ (gains) 1.43 (0.88) 0.55 (0.69) - (0.69)
Total amount recognised in other comprehensive income (C) (22.52) (0.88) (23.40) 4.03 0.10 4.13
Contributions (D) - (12.55) (12.55) - (0.10) (0.10)
Benefit paid (E) (1.35) 1.35 - (1.73) 1.73 -
Closing balance (A+B+C+D+E) 57.63 (35.81) 21.82 60.21 (22.24) 37.97

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Present value of Fair value of plan Present value of Fair value of plan Present value of Fair value of plan
Net amount Net amount Net amount
obligation assets obligation assets obligation assets
Opening balance (A) 29.78 (13.12) 16.66 20.45 (8.93) 11.52 19.36 (8.60) 10.76

Current service cost 9.17 - 9.17 9.43 - 9.43 1.53 - 1.53

Interest cost 2.27 - 2.27 1.84 - 1.84 1.79 - 1.79
Expected returns - (1.42) (1.42) - (0.92) (0.92) - (0.75) (0.75)
Total amount recognised in profit or loss (B) 11.44 (1.42) 10.02 11.27 (0.92) 10.35 3.32 (0.75) 2.57
Remeasurements
(Gain)/ loss from change in financial assumptions 1.36 0.17 1.53 3.70 (0.08) 3.62 1.51 0.01 1.52
Experience losses/ (gains) 1.22 - 1.22 (5.26) - (5.26) (3.10) - (3.10)
Total amount recognised in other comprehensive income (C) 2.58 0.17 2.75 (1.56) (0.08) (1.64) (1.59) 0.01 (1.58)
Contributions (D) - (9.08) (9.08) - (3.57) (3.57) - (0.23) (0.23)
Benefit paid (E) (1.20) 1.20 - (0.38) 0.38 - (0.64) 0.64 -
Closing balance (A+B+C+D+E) 42.60 (22.25) 20.35 29.78 (13.12) 16.66 20.45 (8.93) 11.52

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Annexure VII - Notes to the Restated Standalone Financial Information (continued) (₹ in million)

Note 24: Non-current provisions (continued)

b) Significant estimates: actuarial assumptions

The significant actuarial assumptions for defined benefit obligation are as follows:
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Discount rate 7.60% 6.69% 7.46% 7.77% 9.10%
Salary escalation rate 10.00% 12.00% 12.00% 12.00% 12.00%
Employee attrition rate 12.00% 8.00% 8.00% 8.00% 8.00%
Retirement age 58 years 58 years 58 years 58 years 58 years

i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated term of obligations.
ii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

c) Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Discount rate (1% movement) 53.76 62.07 54.21 67.39 38.32 47.69 26.82 33.29 18.62 22.59
Salary escalation rate (1% movement) 61.81 53.90 66.24 54.88 47.02 38.67 32.87 27.05 22.35 18.75
Employee attrition rate (1% movement) 56.96 58.40 57.79 63.04 41.19 44.21 28.84 30.86 20.03 20.92

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation
to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as and when calculating the defined benefit liability recognised in the
balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

d) The major categories of plan assets are as follows

31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
As at
Proforma Proforma Proforma
Funds managed by Life Insurance Corporation of India 35.81 22.24 22.25 13.12 8.93
Total 35.81 22.24 22.25 13.12 8.93

The Company makes annual contribution to the Life Insurance Corporation of India ('LIC') of an amount advised by LIC. The Company was not informed by LIC of the investments made by them or the breakup of the plan assets into various type of investments.

e) Risk exposure
Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The Company's plan assets are insurer managed funds and are subject to less material risk.
Changes in bond yields: A decrease in bond yields will increase plan liabilities and the Company ensures that it has enough reserves to fund the liability.

f) Maturity profile of defined benefit obligation:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
1st following year 6.26 4.00 2.73 1.69 0.99
2nd following year 7.11 3.69 2.97 1.74 1.89
3rd following year 7.73 4.16 3.32 2.34 1.35
4th following year 6.64 4.42 3.76 2.33 1.82
5th following year 5.79 3.90 3.71 2.85 1.72
Thereafter 81.56 74.19 110.52 79.82 55.29

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Annexure VII - Notes to the Restated Standalone Financial Information (continued) ( ₹ in million)

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 25: Current borrowings

Loans repayable on demand from banks
Secured
Cash credit 212.80 - 15.49 12.90 0.14
Overdraft 355.33 343.37 341.78 347.75 -
Other loans from banks
Secured
Working capital demand loans 375.00 625.00 250.00 771.50 290.00
Unsecured
Working capital demand loans - - 100.00 - 100.00
943.13 968.37 707.27 1,132.15 390.14
Borrowings : Statement of details of current borrowings outstanding as at 31 March 2018

Amount outstanding Rate of interest as on

S. No. Name of the lender Nature of borrowing Sanctioned currency Amount sanctioned Security
as at 31 March 2018 31 March 2018
1 ICICI Bank Overdraft INR 250.00 128.47 8.00% - 9.00% This facility is secured by way of pari-passu first charge on the selected investments of the Company in
the mutual funds.
2 ICICI Bank Working capital demand INR 225.00 225.00 7.00% - 8.00% This facility from ICICI Bank is secured by way of pari-passu first charge on the entire stock of inventory
loan and such other movables including book debts, receivables, both present and future and a pari-passu
second charge on the fixed assets of the Company which are both moveable and immovable in nature
(except for the fixed assets funded out of HDFC term loan) and personal guarantee furnished by the
director of the Company, Mr. Sunil Reddy.
3 Kotak Mahindra Bank Working capital demand INR 300.00 150.00 7.70% - 8.10% This facility is secured by pari-passu first charge on all the current assets of the Company and second
loan charge on all the fixed assets of the Company including equitable mortgage on the specified property of
the Company, both present and future (other than assets exclusively charged to term lenders) and
personal guarantee furnished by the director of the Company, Mr. Sunil Reddy.
4 HDFC Bank Cash credit and working INR 200.00 12.98 Cash credit - 9.50%- These facilities are secured by pari-passu first charge on all the current assets of the Company and
capital demand loan 10.00% second charge on all the fixed assets of the Company other than those financed by ICICI Bank and SCB
Working capital demand Bank and personal guarantees furnished by the director of the Company, Mr. Sunil Reddy.
loan - 8.00% - 9.00%
5 HSBC Bank Overdraft and working INR 200.00 199.82 7.60% - 9.10% These facilities are secured by pari-passu hypothecation charge on entire current asset of the Company,
capital demand loan second charge on all the fixed assets of the Company both present and future and personal guarantee
furnished by the director of the Company, Mr. Sunil Reddy.
6 HSBC Bank Overdraft INR 250.00 226.86 7.60% - 9.10% This facility is secured by way of pari-passu first charge on the selected investments of the Company in
the mutual funds.

Aggregate amount of loans guaranteed by the directors of the Company outstanding as at 31 March 2018 is ₹ 587.80 millions (31 March 2017: ₹ 625.00, 31 March 2016: ₹ 365.49, 31 March 2015: ₹ 781.41, 31 March 2014: ₹ 390.00)
Information about the Company’s exposure to interest rate, foreign currency and liquidity risks is included in note 48.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 26: Trade payables

Total outstanding dues of micro and small enterprises (refer note below) - 0.01 - - -
Total outstanding dues of other than micro and small enterprises ** 592.52 486.37 423.53 427.37 311.55
592.52 486.38 423.53 427.37 311.55
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the
Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at the reporting date has been made in the financial statements based
on information received and available with the Company. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises
Development Act, 2006 ("the MSMED Act") is not expected to be material. The Company has not received any claim for interest from any supplier under the said Act.

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
i) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of the year:
- Principal - 0.01 - - -
- Interest - - - - -
ii) The amount of interest paid by the Company in terms of Section 16 of the MSMED Act, 2006 along with the amount of the payment
- - - - -
made to the supplier beyond the appointed date during the year
iii) The amount of the payments made to micro and small suppliers beyond the appointed day during each accounting year - - - - -
iv) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified under MSMED Act, 2006.
v) The amount of interest accrued and remaining unpaid at the end of each accounting year. - - - - -
vi) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise for the purposes of disallowance as a deductable expenditure under the MSMED Act, - - - - -
2006
- 0.01 - - -
** Includes a part of outstanding balances as disclosed under note 43 (iii)
The Company’s exposure to currency and liquidity risks related to trade payables is disclosed in note 48.

Note 27: Other financial liabilities

Current maturities of long term debt from banks (refer note 21) 92.50 78.04 60.87 49.63 233.38
Current maturities of long term debts from other than banks - - - - 0.60
Interest accrued but not due on borrowings 2.72 4.63 5.38 3.52 2.78
Capital creditors 33.29 24.71 15.88 12.10 11.68
Employee payables** 89.24 58.19 60.61 36.84 30.18
Security deposits 96.97 73.69 39.63 20.83 13.84
314.72 239.26 182.37 122.92 292.46
** Includes a part of outstanding balances as disclosed under note 43 (iii)

The Company’s exposure to currency and liquidity risks related to the above financial liabilities is disclosed in note 48.

Note 28: Current provisions

Provision for employee benefits
Compensated absences 9.89 4.54 2.86 2.45 1.42
Gratuity (refer note 24) 6.26 3.84 2.73 1.89 0.99
16.15 8.38 5.59 4.34 2.41

Note 29: Income tax assets and current tax liabilities

Current tax liability 131.41 111.02 99.22 116.70 77.45
Current tax asset (38.52) (38.52) (38.52) - (10.59)
92.89 72.50 60.70 116.70 66.86
Also refer note 39, for tax expense.

Note 30: Other current liabilities

Advances from customers 15.82 22.53 21.52 13.08 10.51
Statutory dues (including provident fund and tax deducted at source) 28.01 18.15 12.38 6.07 7.33
43.83 40.68 33.90 19.15 17.84

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
For the Year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma

Note 31: Revenue from operations

Sale of goods:
- Finished goods 15,359.62 14,092.84 11,778.84 10,151.92 8,410.76
- Traded goods - - 26.04 25.27 2.10
Sale of services
- Conversion service charges 6.66 1.19 5.09 2.40 2.14
Other operating revenue
- Sale of scrap 6.39 5.81 5.67 3.78 4.19
15,372.67 14,099.84 11,815.64 10,183.37 8,419.19

Note 32: Other income

Interest income
- on deposits 0.03 0.02 0.11 0.81 9.51
- on others 3.28 3.23 2.74 4.24 6.75
Amortisation of government grants (refer note (i) below and note 23) 4.32 1.88 1.30 0.22 0.22
Changes in fair value of biological assets (refer note 6) 9.82 8.95 8.39 6.25 1.68
Fair value gain on financial assets measured at fair value through profit and loss 32.51 26.83 11.57 27.99 16.23
Dividend income from investment in mutual funds 3.90 19.56 23.03 29.49 14.12
Profit on sale of investments in mutual funds, net 0.82 3.73 1.94 5.15 1.38
Profit on sale of investment in associate - - - 0.55 -
Gain on account of foreign exchange fluctuations, net 0.34 0.35 1.41 - 3.51
Other non-operating income 8.48 6.90 5.44 6.47 15.81
63.50 71.45 55.93 81.17 69.21

Note (i): Government grants relate to capital investments in property, plant and equipment for creation of cold chain projects. The investment subsidies received from Government towards acquisition of assets are treated as
"Government grants" and the amount in proportion to the depreciation is transferred to the statement of profit and loss.

Note 33: Cost of materials consumed

Inventory of materials at the beginning of the year 173.87 44.43 280.05 230.81 22.22
Add: Purchases 12,444.66 11,105.59 8,577.66 9,304.66 6,553.66
Less: Inventory of materials at the end of the year 211.42 173.87 44.43 280.05 230.81
12,407.11 10,976.15 8,813.28 9,255.42 6,345.07

Note 34: Changes in inventories of finished goods, work-in-progress and stock-in-trade

a) Finished goods
Opening stock 389.87 533.72 695.91 137.26 337.35
Closing stock (593.43) (389.87) (533.72) (695.91) (137.26)
(203.56) 143.85 162.19 (558.65) 200.09
b) Work-in-progress
Opening stock 242.34 297.24 424.78 100.39 380.17
Closing stock (455.92) (242.34) (297.24) (424.78) (100.39)
(213.58) 54.90 127.54 (324.39) 279.78
c) Stock-in-trade
Opening stock - 0.36 0.51 0.20 0.06
Closing stock - - (0.36) (0.51) (0.20)
- 0.36 0.15 (0.31) (0.14)
(417.14) 199.11 289.88 (883.35) 479.73

Note 35: Employee benefits expense

Salaries, wages and bonus 546.80 470.49 417.44 307.28 239.15
Employee share based payment expenses (refer notes 19(e) and 20) 0.60 - - - -
Contribution to provident and other funds 39.69 31.74 25.70 21.10 16.65
Expenses related to post-employment defined benefit plans (refer note 24) 19.80 13.59 10.02 10.35 2.57
Staff welfare expenses 6.24 6.21 8.00 8.90 10.13
613.13 522.03 461.16 347.63 268.50

Note 36: Depreciation and amortisation expense

Depreciation of property, plant and equipment 250.49 176.44 148.38 112.51 46.45
Amortisation of intangible assets 2.30 1.06 2.15 1.38 1.52
252.79 177.50 150.53 113.89 47.97

Note 37: Finance costs

Interest expense on loan from banks 98.45 72.87 96.94 65.26 26.84
Other interest costs 1.23 4.31 7.41 11.34 6.63
Other borrowing costs 0.02 0.86 3.82 6.18 3.24
99.70 78.04 108.17 82.78 36.71

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Annexure VII - Notes to the Restated Standalone Financial Information (continued) ( ₹ in million)
31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
For the Year ended
Proforma Proforma Proforma
Note 38: Other expenses
Power and fuel 265.77 224.93 179.69 172.35 127.58
Consumption of stores and spare parts 122.72 100.58 86.32 82.82 67.06
Conversion and processing charges - 0.63 8.76 4.10 -
Milk procurement expenses 10.94 10.55 10.90 7.88 7.09
Freight inward and handling 390.91 341.64 275.12 248.79 175.44
Repairs and maintenance:
- building 22.87 13.67 12.15 5.73 5.01
- machinery 20.16 8.17 6.49 12.00 7.89
- other assets 2.41 2.01 1.94 1.35 1.02
Rent (refer note (i) below) 50.65 46.62 52.69 36.25 27.40
Rates and taxes 23.34 21.43 11.67 7.54 10.95
Communication expenses 9.86 10.04 8.90 8.29 7.34
Printing and stationery 7.23 4.66 4.27 3.75 3.43
Travelling and conveyance 47.39 43.22 38.59 33.62 35.62
Vehicle hire charges 8.03 8.16 6.68 5.76 5.18
Bank charges 4.11 5.48 6.46 5.63 4.85
Legal and professional charges (refer note (ii) below) 45.87 47.87 31.88 29.83 27.82
Security expenses 28.28 23.52 17.30 13.91 10.32
Bad debts written off 0.06 2.75 0.33 0.27 -
Advances written off 2.33 - - - -
Provision for doubtful debts - (2.58) 0.64 - 0.72
Provision for doubtful advances 0.20 - (19.87) 23.39 17.14
Provision for other than temporary diminution in the value of investment in associate - - 38.67 - -
Insurance 12.24 9.69 6.97 6.38 1.51
Loss on sale/ retirement of property, plant and equipment, net 4.62 1.83 1.69 0.41 1.20
Loss on sale/ retirement of biological assets 3.67 2.59 0.71 0.28 -
Net loss on account of foreign exchange fluctuations - - - 1.66 -
Corporate social responsibility (refer note (iii) below) 6.19 0.22 0.72 - -
Freight and forwarding 152.30 176.45 156.80 159.62 137.19
Advertisement expenses 49.25 59.79 37.55 10.86 25.07
Distribution expenses 403.65 345.83 270.54 233.42 192.23
Miscellaneous expenses 29.98 24.44 18.83 17.11 18.81
1,725.03 1,534.19 1,273.39 1,133.00 917.87
Note:
(i) Operating leases:
The Company has certain cancellable operating leases for plants, chilling centres and milk parlours. Such leases are generally with the option of renewal against increased rent and premature termination of agreement.
Rental expense of ₹ 50.65 (31 March 2017: ₹ 46.62 ; 31 March 2016: ₹ 52.69 ; 31 March 2015: ₹ 36.25; 31 March 2014: ₹ 27.40) in respect of obligation under operating leases have been recognised in the statement of
profit and loss.
(ii) Auditors remuneration (included in legal and professional, including tax)
Audit fees
Statutory audit* 5.31 4.60 4.16 3.76 3.15
Other services - 0.52 1.40 0.46 0.46
Out-of-pocket expenses 0.28 0.25 0.36 0.34 0.12
5.59 5.37 5.92 4.56 3.73
* includes ₹ 0.30 billed in the year ended 31 March 2015 for the statutory audit for the year ended 31 March 2014.

(iii) Corporate social responsibility

Gross amount required to be spent by the Company during the year amounts to ₹ 10.43 (31 March 2017: ₹ 8.48; 31 March 2016: ₹ 6.64; 31 March 2015: ₹ 7.37)

Yet to be
Amount spent during the year ended 31 March 2018 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets 6.19 - 6.19
Yet to be
Amount spent during the year 31 March 2017 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets 0.22 - 0.22
Yet to be
Amount spent during the year 31 March 2016 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets 0.72 - 0.72
Yet to be
Amount spent during the year 31 March 2015 on In cash Total
paid in cash
Construction or acquisition of assets - - -
Purposes other than construction or acquisition of assets - - -

For the Year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Note 39: Income tax expense
(a) Amounts recognised in profit or loss
Current tax 177.19 182.63 242.25 54.00 127.54
Deferred tax 69.67 40.56 (7.16) 9.78 9.40
246.86 223.19 235.09 63.78 136.94

(b) Amounts recognised in other comprehensive income

Current tax - - - - -
Deferred tax 8.10 (1.43) (0.95) 0.57 0.55
8.10 (1.43) (0.95) 0.57 0.55
(c) Reconciliation of effective tax rate
Profit before tax 755.55 684.27 747.70 188.55 390.39
Statutory income tax rate 34.61% 34.61% 34.61% 33.99% 33.99%
Tax using the Company's domestic tax rate 261.48 236.81 258.76 64.09 132.69
Tax effect of:
Exempt income (8.50) (11.58) (29.27) (10.02) (9.82)
Adjustment for items taxed at a lower rate - (3.45) - - -
Others (6.12) 1.41 5.60 9.71 14.07
246.86 223.19 235.09 63.78 136.94

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Note 40: Contingent liabilities
Claims against the Company not acknowledged as debts :
Income tax matters 0.99 0.99 0.99 0.99 0.99
Indirect tax matters 6.44 4.09 - - -

The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before tax authorities and including matters mentioned above. The
uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the claimants or the Company, as the case may be, and therefore
cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes. The
Management believes that it has a reasonable case in its defence of the proceedings and accordingly, no further provision is required.

Note 41: Commitments

Capital commitments:

Estimated amount of contracts remaining to be executed on capital account (net of advances) 9.80 57.05 120.44 246.68 28.42

Other commitments:
Investment in subsidiary Dodla Holdings Pte. Limited, Singapore - - - 31.28 -

Note 42: Earnings per share ('EPS')

For the year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Earnings
Profit attributable to equity shareholders (A) 508.69 461.08 512.61 124.77 253.45

Shares
Weighted average number of equity shares outstanding during the period for 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
computing basic EPS (B)
Add: Dilutive effect of employee stock options - - - - -
Weighted average shares used for computing diluted EPS (C) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
Basic earnings per share of face value of ₹10 (A/B) 155.33 140.80 156.53 38.10 77.39
Diluted earnings per share of face value of ₹10 (A/C) 155.33 140.80 156.53 38.10 77.39

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 43: Related parties ( ₹ in million)

As per the Indian Accounting Standards - “Related Party Disclosures” (Ind AS 24) the following disclosures are made:

(i) Names of related parties and nature of relationship:

Nature of relationship Name of the party
Entities exercising significant influence over the Company TPG Dodla Dairy Holdings Pte. Ltd. (from 20 July 2017)
Black River Capital Partners Food Fund Holdings (Singapore) Pte Ltd (from 11 December 2014 till 20 July 2017)
BR CPF Holdings (Mauritius) Limited (till 11 December 2014)
Subsidiaries (including step down subsidiary) Dodla Holdings Pte Limited, Singapore (from 20 June 2014)
Lakeside Dairy Limited, Uganda (from 15 July 2014)
Dodla Singapore Pte Limited, Singapore (till 24 November 2015)
Dodla Dairy Kenya Limited (from 24 May 2017)
Associate Global VetMed Concepts India Private Limited (‘GVC’) (from 31 March 2016)
Abyssinia Bharat Food Parks PLC, Ethiopia (till 08 July 2014)
Key management personnel (‘KMP’) Mr. Sunil Reddy, Managing Director
Mr. B.V.K. Reddy, Chief Executive Officer (CEO) (w.e.f. 26 March 2015)
Relatives of KMP Mr. Sesha Reddy, Father of Mr. Sunil Reddy
Mrs. Surekha Reddy, Sister of Mr. Sunil Reddy
Ms. Shilpa Reddy, Daughter of Mr. Sunil Reddy
Enterprise over which KMP have significant influence Dodla Dairy, Vinjimuru
Oremus Corporate Services Private Limited (from 15 June 2015)
D Soft India Private Limited
Surekha Milk Chilling Centre
Dodla Engineering, a Partnership Firm
Global VetMed Concepts Private Limited (‘GVC’) (till 31 March 2016)
Tropical Bovine Genetics Private Limited (from 20 November 2017)
Dodla Nutri Feeds LLP (from 29 June 2017)

(ii) Details of transactions with the above related parties:

Transactions
For the year ended 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Lease rent paid
-Dodla Dairy, Vinjimuru 1.20 1.20 1.20 1.20 1.20
-Surekha Milk Chilling Centre 0.90 0.90 0.90 0.70 0.60
-Dodla Nutri Feeds LLP 0.25 - - - -
Software maintenance expenses
-D Soft India Private Limited 0.60 0.60 0.60 0.59 0.59
Remuneration paid to Key Managerial Personnel (refer note b)
- Short-term employee benefits 74.02 42.38 62.23 8.72 24.21
- Post employment benefits 2.14 2.14 2.14 1.21 1.20
Purchase of raw material
-GVC 9.03 6.24 8.31 2.71 6.57
-Dodla Nutri Feeds LLP 0.22 - - - -
Sale of finished goods, (net of discounts)
-Mr. Sunil Reddy -* 0.05 - 0.01 -
-Mrs. Surekha Reddy -* 0.02 0.02 - -
Other non-operating income
-GVC - - - - 7.58
Expenditure incurred on behalf of
-GVC 6.77 6.91 20.81 24.33 12.43
-Dodla Singapore Pte Limited, Singapore - - 0.33 - 0.27
-Lakeside Dairy Limited, Uganda 1.28 1.57 0.89 - -
-Dodla Holdings Pte Limited, Singapore - - - 0.02 -
-Dodla Dairy Kenya Limited 0.73 - - - -
Reimbursement of expenses paid to
- D Soft India Private Limited - - - 0.01 0.02
- Mr. Sunil Reddy - - - - 0.19
- GVC - - - - 0.63
Consultancy expense
-Oremus Corporate Services Private Limited 0.90 1.03 2.68 - -
-Mr. Sesha Reddy 3.60 3.60 3.60 3.60 3.60
-Ms. Shilpa Reddy 0.60 0.05 - - -
Unsecured loans given
- Mr. Sunil Reddy - - 25.00 - -
- Dodla Engineering - - - 91.50 82.63
Unsecured loans repaid
- Mr. Sunil Reddy 12.50 - 12.50 - -
- Dodla Engineering - - - 91.50 82.63
Interest income
- Mr. Sunil Reddy 0.92 1.13 0.29 - -
- Dodla Engineering - - - - 1.13
Investment made in the shares
- Shares subscribed in Dodla Holdings Pte. Limited, Singapore - 67.77 65.96 274.11 -
- Shares subscribed in GVC (adjusted from amount receivable) - - 38.57 - -
- Shares of GVC purchased from Mr. Sunil Reddy - - 0.10 - -
- Shares subscribed in Dodla Singapore Pte. Limited, Singapore - - - - -*
Investments written off
- Dodla Singapore Pte. Limited, Singapore - - - -* -
Advances written off
-Dodla Singapore Pte. Limited, Singapore - - 0.33 0.27 -
Purchase of goods
-Tropical Bovine Genetics Private Limited 0.54 - - - -

* Below rounding off norm adopted by the Company. The actual amounts in ₹ terms are:
Sale of finished goods to Mr. Sunil Reddy - ₹ 1,866
Sale of finished goods to Mrs. Surekha Reddy - ₹ 1,140.
Investment made in shares of Dodla Singapore Pte. Limited, Singapore - ₹ 61.
Investments written off in Dodla Singapore Pte. Limited, Singapore - ₹ 61.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 43: Related parties (continued) ( ₹ in million)

(iii) Balances with related parties:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Other non-current financial assets
- GVC - Share application money pending allotment - - - 21.00 21.00
- GVC – Provision for doubtful advances - - - (21.00) (21.00)
Loans
- Mr. Sunil Reddy – Loan to director - 12.50 12.50 - -
Other non-current financial assets
- Excess remuneration recoverable from D Sunil Reddy - managing director - - - 11.54 -
Other current financial assets
- Mr. Sunil Reddy – Interest accrued - 0.10 0.10 - -
Other current and non-current assets
- GVC - Other advances 55.17 57.55 53.64 55.56 33.95
- GVC – Provision for doubtful advances (53.64) (53.64) (53.64) (55.56) (33.95)
- Mr. Sunil Reddy – Advance given against salary, net - - 3.48 0.06 -
- Mr. B.V.K. Reddy – Advance given against salary, net - 7.80 - 0.02 -
- Lakeside Dairy Limited – Other advances 0.59 0.55 0.03 - -
- Dodla Singapore Pte. Limited, Singapore - - - - 0.27
- Dodla Engineering - - - - 1.13
Other financial liabilities and trade payable
- Oremus Corporate Services Private Limited – Consultancy fees payable 0.08 0.09 0.28 - -
- Ms. Shilpa Reddy – Consultancy fees payable - 0.05 - - -
- Mr. Sunil Reddy - Remuneration payable, net 0.52 0.84 - - 0.77
- Mr. B.V.K Reddy - Remuneration payable, net 9.28 - 10.56 - -

Notes:
a. The borrowings of the Company are secured by personal guarantees given by the director of the Company, Mr. Sunil Reddy as detailed in note 21 and 25.

b. As the future liabilities for gratuity and leave encashment is provided on an actuarial basis and payment of insurance costs are made for the Company as a whole, the amount pertaining to the key management personnel is not ascertainable,
therefore, not included above. Share-based compensation expense allocable to key management personnel ₹ 0.60 (31 March 2017 - ₹ Nil, 31 March 2016 - ₹ Nil, 31 March 2015 - ₹ Nil, 31 March 2014 - ₹ Nil) is also not included in the
remuneration disclosed above.

c. During the year 2013-14, the Company has paid share application money pending allotment to Dodla Milk Processing Plc amounting to ₹ 14.74. During the year 2014-15, the Board of directors of the Company has decided to wind up
Dodla Milk Processing Plc since it does not intend to pursue the business opportunities in Ethiopia and it stands dissolved on 24 November 2015. Shares of Dodla Milk Processing Plc were not allotted to the Company. Subsequently, the
Company had initiated process of settling the dues and repatriating the funds to India and has received ₹13.53, which was deposited in nostro account with Authorised dealer. The Company is required to obtain approval from Reserve Bank of
India (‘RBI’) to utilise these funds. Accordingly, the Company had made necessary application with RBI, who in turn has issued a letter to the Company intimating the contravention made by the Company. The Company has filed the
requisite applications to the RBI for compounding of the contraventions. During the current year, RBI has compounded the said offence and accordingly, the Company can now utilise the fund of ₹ 13.53 received from Ethiopia.

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( ₹ in million)
Note 44: Segment reporting
The Company is in the business of processing and selling milk and milk products. The Company's Chief Operating Decision Maker (CODM) reviews the performance of the Company on the basis of economic performance for Liquid
Milk, Products and Curd. For the purpose of reporting the operating segments, all the three segments have been aggregated as a single reporting segment under the provisions of Ind AS 108 'Operating Segments' as the nature of
products, the production and distribution process, class of customers and the regulatory environment is similar for all the segment. Thus, the segment revenue, segment profit, total segment assets and liabilities are all as reflected in the
Financial Statements as at and for the years ended 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014.

Note 45: Specified Bank Notes (“SBN”)

Details of Specified Bank Notes (SBNs) held and transacted during the period from 8 November, 2016 to 30 December, 2016 are as below:

Other denomination
Particulars SBNs* Total
notes
Closing cash in hand as on 8 November 2016 1.04 2.00 3.04
Add: Permitted receipts# 130.47 1,001.32 1,131.79
Less: Permitted payments - 6.09 6.09
Less: Amount deposited in banks 131.51 989.93 1,121.44
Closing cash in hand as on 30 December 2016 - 7.30 7.30

#The Management has obtained an opinion from an independent legal counsel and is of the view that the cash collected in specified bank notes in the normal course of the business is covered under the ambit of exemption provided
under clause (d) of the notification S.O.3408(E) dated 8th November 2016 issued by the Ministry of Finance, allowing the use of specified bank notes for purchase at milk booths operating under authorisation of the Central or State
Governments until 15 December 2016 (originally 11 November 2016, amended by notifications issued from time to time). Hence, the above specified bank notes collected are considered as permitted receipts.

*For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E),
dated the 8th November, 2016.

Note 46: Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92-92F of the Income-tax Act, 1961. The Management is of the
opinion that its domestic transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expenses and that of provision for taxation.

Note 47: Details of the loan given under Section 186 of the Companies Act, 2013
Pursuant to a scheme approved by the members by a special resolution in their meeting dated 6 July 2015, the Company, during the financial year 2015-16, has given an unsecured personal loan to the Managing Director, Mr. Sunil
Reddy, carrying an interest rate of 9% p.a.

Movement in the balance during the five years are as follows:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Opening 12.50 12.50 - - -
Given during the financial year - - 25.00 - -
Repaid during the financial year (12.50) - (12.50) - -
Closing - 12.50 12.50 - -

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 48: Financial instruments - fair values and risk management ( ₹ in million)

Accounting classification and fair values

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Fair value level
Financial instruments by category Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost FVTPL
Financial Assets
Investments in mutual funds (refer note (a) below) - 669.59 - 683.54 - 637.10 - 609.72 - 925.60 Level 1
Investment in subsidiary and associates 407.84 - 407.84 - 340.07 - 274.11 - 1.63
Trade receivables 19.35 - 5.26 - 5.07 - 11.52 - 6.49 - -
Cash and cash equivalents 110.98 - 69.37 - 91.85 - 110.24 - 428.12 - -
Bank balances other than above 0.70 - - - - - 2.41 - -
Non-current loans 147.07 - 205.93 - 38.22 - 32.73 - 28.42 - -
Current loans 67.00 - 12.50 - 12.50 - - - - - -
Other non-current financial assets - - 0.50 - - - - - - - -
Other current financial assets 1.63 - 1.39 - 1.30 - 25.58 - 73.43 - -
Derivatives (refer note (b) below) - - - 4.88 - 11.28 - 11.27 - 12.07 Level 2
Total Financial Assets 754.57 669.59 702.79 688.42 489.01 648.38 456.59 620.99 538.09 937.67

Financial Liabilities
Borrowings (current and non-current) 1,258.13 - 1,361.41 - 1,091.93 - 1,262.70 - 750.94 - -
Trade payables 592.52 - 486.38 - 423.53 - 427.37 - 311.55 - -
Interest accrued but not due on borrowings 2.72 - 4.63 - 5.38 - 3.52 - 2.78 - -
Capital creditors 33.29 - 24.71 - 15.88 - 12.10 - 11.68 - -
Security deposits 96.97 - 73.69 - 39.63 - 20.83 - 13.84 - -
Employee payables 89.24 - 58.19 - 60.61 - 36.84 - 30.18 - -
Total Financial Liabilities 2,072.87 - 2,009.01 - 1,636.96 - 1,763.36 - 1,120.97 -

Measurement of fair values

The carrying amount of the current financial assets and current financial liabilities are considered to be same as their fair values, due to their short term nature.

(a) The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are determined based on their quoted prices.

(b) The fair valuation of derivative financial assets is classified as level 2 in the fair value hierarchy as they are determined based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the market place.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 48: Financial instruments - fair values and risk management (continued) ( ₹ in million)

Financial Risk Management

The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company's
primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. A summary of the risks have been given below.

Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from customers and loans
given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the
financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and
other factors.

Trade and other receivable

Credit risk is managed by Head (Sales) of the Company. Usually, the business is carried on cash and carry basis. However, for institutional customers credit is provided after a detailed background check and credit analysis.
The Accounts Receivable team along with sales team will evaluate all new customers to determine payment terms and methods to be required, and what level of credit will be established. The Accounts Receivable team and sales team
will also periodically review and re-evaluate payment terms and credit lines of existing customers and to support new customer requirements, and do manage risk as financial and business conditions change.
Majority of milk customers are un- registered and multi brand sellers. Billing transaction takes all the 365 days in a year. The credit allowed is monitored as per the approved limits.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The default in collection as a percentage to total receivable is low. Refer below for the
expected credit loss for trade receivables.

Reconciliation of expected credit loss- Trade receivables

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Expected credit loss - opening 0.45 3.03 2.39 2.39 1.67
Changes in loss allowance - (2.58) 0.64 - 0.72
Expected credit loss - closing 0.45 0.45 3.03 2.39 2.39

Cash and cash equivalents

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies.

Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s
reputation.

The central treasury team monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows and any excess/ short liquidity is managed in the form of inter corporate
deposits.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014. The amounts are gross and
undiscounted, and include contractual interest payments and exclude the impact of netting agreements.

Particulars As at 31 March 2018

Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 592.52 592.52 592.52 - -
Borrowings 1,258.13 1,310.69 1,062.04 109.31 139.34
Other financial liabilities 222.22 222.22 222 -
2,072.87 2,125.43 1,876.78 109.31 139.34

Particulars As at 31 March 2017

Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 486.38 486.38 486.38 - -
Borrowings 1,361.41 1,456.67 1,087.00 119.62 250.05
Other financial liabilities 161.22 161.22 161.22 - -
2,009.01 2,104.27 1,734.60 119.62 250.05

Particulars As at 31 March 2016

Proforma
Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 423.53 423.53 423.53 - -
Borrowings 1,091.93 1,212.63 809.24 92.84 310.55
Other financial liabilities 121.50 121.50 121.50 - -
1,636.96 1,757.66 1,354.27 92.84 310.55

Particulars As at 31 March 2015

Proforma
Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 427.37 427.37 427.37 - -
Borrowings 1,262.70 1,300.17 1,211.98 55.38 32.81
Other financial liabilities 73.29 73.29 73.29 - -
1,763.36 1,800.83 1,712.64 55.38 32.81

Particulars As at 31 March 2014

Proforma
Carrying value Total Less than 1 year 1-2 years 2 years and above
Financial liabilities
Trade payables 311.55 311.55 311.55 - -
Borrowings 750.94 799.63 655.78 77.73 66.12
Other financial liabilities 58.48 58.48 58.48 - -
1,120.97 1,169.66 1,025.81 77.73 66.12

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 48: Financial instruments - fair values and risk management (continued) ( ₹ in million)
Financial Risk Management (continued)

Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest Risk
The Company's main interest rate risk arises from long-term and short-term borrowings with variable rates, which exposes the company to cash flow interest rate risk. The Company also has variable interest deposit receivable which
mitigate the interest rate risk on payables.
The exposure of the Company to interest rate changes at the end of the reporting period are as follows:
As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Variable rate borrowings 1,258.13 1,361.41 1,073.60 1,226.04 695.34
Total 1,258.13 1,361.41 1,073.60 1,226.04 695.34

At the end of the reporting period, the Company had the following variable rate borrowings :
As at 31 March 2018 31 March 2017
Weighted % of total Weighted % of total
Average Interest Balance outstanding Average Interest Balance outstanding
rate % payable/receivable rate % payable/receivable
Financial Liabilities
Long term borrowings (including current maturities) 9.70% 315.00 25.04% 9.70% 393.04 28.87%
Current borrowings 7.97% 943.13 74.96% 8.15% 968.37 71.13%
Total 1,258.13 1,361.41

As at 31 March 2016 31 March 2015 31 March 2014

Proforma Proforma Proforma
Weighted % of total Weighted % of total Weighted % of total
Average Interest Balance outstanding Average Interest Balance outstanding Average Interest Balance outstanding
rate % payable/receivable rate % payable/receivable rate % payable/receivable
Financial Liabilities
Long term borrowings 9.37% 366.33 34.12% 10.79% 93.89 7.66% 10.72% 305.20 43.89%
Current borrowings 8.42% 707.27 65.88% 10.51% 1,132.15 92.34% 10.49% 390.14 56.11%
Total 1,073.60 1,226.04 695.34

Sensitivity
The profit or loss is sensitive to higher/ lower interest expense and interest income as a result of changes in interest rates.

Impact on profit after tax 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Interest rate - Increases by 50 basis points (6.29) (6.81) (5.37) (6.13) (3.48)
Interest rate - Decreases by 50 basis points 6.29 6.81 5.37 6.13 3.48

Currency risk
The Company has majority of its foreign exchange exposure in the form of External commercial borrowings (ECB), payables and advances for purchase of materials and capital goods. The Company has hedged itself against the
exchange rate fluctuations in relation to ECB by opting for cross currency interest rate swaps.
The following is the nominal value of outstanding derivative contracts entered into by the Company for hedging currency and interest rate related risks as at:

As at 31 March 2018 As at 31 March 2017

Particulars Currency Foreign currency Foreign currency

₹ in million ₹ in million
(Absolute figures) (Absolute figures)

Cross currency swap and interest rate USD - - 500,000 27.16

As at 31 March 2016 As at 31 March 2015 As at 31 March 2014

Proforma Proforma Proforma
Particulars Currency
Foreign currency Foreign currency Foreign currency
₹ in million ₹ in million ₹ in million
(Absolute figures) (Absolute figures) (Absolute figures)

Cross currency swap and interest rate USD 1,000,000 54.33 1,500,000 81.49 2,000,000 108.65

The particulars of un-hedged foreign currency exposure as at balance sheet date is as under
As at 31 March 2018 As at 31 March 2017

Particulars Currency Foreign currency Foreign currency

₹ in million ₹ in million
(Absolute figures) (Absolute figures)

Capital creditors USD - - 35,600 2.31

Cash on hand USD 508 0.03 - -

As at 31 March 2016 As at 31 March 2015 As at 31 March 2014

Proforma Proforma Proforma
Particulars Currency
Foreign currency Foreign currency Foreign currency
₹ in million ₹ in million ₹ in million
(Absolute figures) (Absolute figures) (Absolute figures)

Capital creditors USD 35,600 2.36 - - - -

Trade payables EURO - - - - 689 0.06

Sensitivity
The profit or loss is sensitive to foreign exchange gain/ loss as a result of changes in foreign exchange rates.
Impact on profit after tax 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Foreign exchange rate - Increases by 5% -* (0.12) (0.12) - -*
Foreign exchange rate - Decreases by 5% -* 0.12 0.12 - -*
* Below rounding off norm adopted by the Company. The actual amount in ₹ terms are as follows:

Impact on profit after tax 31 March 2018 31 March 2014

Proforma
Foreign exchange rate - Increases by 5% 1,654.000 2,845.00
Foreign exchange rate - Decreases by 5% (1,654.00) (2,845.00)

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 49: Capital management ( ₹ in million)

(a) Risk Management

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investors, creditors and market confidence and to sustain future development and growth of its business. In order to
maintain the capital structure the Company monitors the return on capital, as well as the level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going
concern and to optimise returns to all its shareholders. For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves and debt.

The Company monitors capital on the basis of the following:

As at 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Total debt 1,258.13 1,361.41 1,091.93 1,262.70 750.94
Total equity 3,428.40 2,903.81 2,445.43 2,033.16 1,907.32
Net debt to equity ratio 36.70% 46.88% 44.65% 62.11% 39.37%

(b) Dividends
During the year ended 31 March 2016, the Board of Directors in its meeting held on 30 October 2015 declared an interim dividend aggregating to ₹ 25 per share on 3,274,823 paid-up equity shares of ₹ 10 each.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

( ₹ in million)
Note 50: Business combination

Summary of acquisition
Name and description of the acquisition Slump purchase of assets from Dr. K Slump purchase of assets from A-One Milk
Navanthi Reddy Products Private Limited
Date of acquisition 31 October 2013 17 December 2015
Primary reason for business combination The acquisition was made to increase the The acquisition was made to increase the
Company base in these areas through Company base in these areas through
inorganic growth. inorganic growth.

Details of the purchase consideration and the net assets acquired are as follows:
Particulars Dr. K Navanthi Reddy A-One Milk Products Private Limited
Assets
Freehold land 9.73 29.96
Buildings 6.44 44.94
Plant and equipment 9.63 6.50
Net assets taken over (A) 25.80 81.40
Purchase consideration paid (B) 25.80 81.40
Goodwill (B-A) - -

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51 First-time adoption of Ind AS

The Company has prepared its first financial statements for the year ended 31 March 2018 in accordance with Ind AS. For the year ended 31
March 2017, the Company had prepared its financial statements in accordance with Companies (Accounting Standards) Rules, 2006, notified
under Section 133 of the Act and other relevant provisions of the Act.

The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended 31 March 2018 including
the comparative information for the year ended 31 March 2017 and the opening Ind AS balance sheet on the date of transition i.e. 1 April 2016.

In preparing its Ind AS balance sheet as at 1 April 2016 and in presenting the comparative information for the year ended 31 March 2017, the
Company has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP.
For the preparation of Proforma Ind AS financial statements as at and for the year ended 31 March 2016, 31 March 2015 and 31 March 2014
which were prepared under previous generally accepted accounting principles followed in India (Previous GAAP) and based on the SEBI
circular SEBI/HO/ CFD/DIL/CIR/P/2016/47 dated 31 March 2016, following accounting policies/ restatements were made:
i. Ind AS transition adjustments and accounting policy choices as initially adopted on 1 April 2016 were effected from 1 April 2013 for the
preparation of Proforma Ind AS financials
ii. Opening balance sheet was restated to recognise all assets and liabilities whose recognition is required by Ind AS; and
iii. All mandatory exceptions and optional exemptions available under Ind AS 101 were analysed on case to case basis for the first-time
adoption and restatement adjustments were made accordingly.

This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with previous
GAAP, and how the transition from previous GAAP to Ind AS has affected the Company's financial position, financial performance and cash
flows.

Optional exemptions availed and mandatory exceptions

In preparing the financial statements, the Company has applied the below mentioned optional exemptions and mandatory exceptions.

A.1 Optional exemptions availed

1 Property, plant and equipment and intangible assets

As per Ind AS 101 an entity may elect to:

(i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that
date.
(ii) use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of
revaluation, provided the revaluation was, at the date of revaluation, broadly comparable to:
- fair value
- or cost or depreciated cost under Ind AS adjusted to reflect.
The elections under (i) and (ii) above are also available for intangible assets that meets the recognition criteria in Ind AS 38, Intangible Assets,
(including reliable measurement of original cost); and criteria in Ind AS 38 for revaluation (including the existence of an active market).
(iii) use carrying values of property, plant and equipment and intangible assets as on the date of transition to Ind AS (which are measured in
accordance with previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there
has been no change in its functional currency on the date of transition.
As permitted by Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of property,
plant and equipment. The same election has been made in respect of intangible assets also.

2 Investment in subsidiaries and associates

As permitted by Ind AS 101, the Company has elected to carry all investments in subsidiaries and associates at cost as determined in
accordance with Ind AS 27 and Ind AS 28.

3 Business combination
Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date.
This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date.
The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations
occurring prior to the transition date have not been restated.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51 First-time adoption of Ind AS (continued)

Optional exemptions availed and mandatory exceptions (continued)

A.2 Mandatory exceptions

1 Estimates
As per Ind AS 101, an entity's estimates in accordance with Ind AS at the date of transition to Ind AS or at the end of the comparative period
presented in the entity's first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in
accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be
adjusted to reflect any differences in accounting policies.
As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP,
those estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the
end of the comparative period (for presenting comparative information as per Ind AS).
The Company's estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial
statements that were not required under the previous GAAP are listed below:
- Fair valuation of biological assets
- Fair valuation of financial instruments carried at FVTPL

2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of
transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing
at the date of transition if retrospective application is impracticable.
Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that existed on the date of
transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the same is
impracticable.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2017 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment 2,315.19 - 2,315.19 - 2,315.19
Capital work-in-progress 298.82 - 298.82 - 298.82
Intangible assets 2.83 - 2.83 - 2.83
Biological assets other than bearer plants
Matured biological assets D - (ii) 16.11 1.57 17.68 - 17.68
Immatured biological assets 5.87 - 5.87 - 5.87
Financial assets
Investments 407.84 - 407.84 - 407.84
Loans 205.93 - 205.93 - 205.93
Other financial assets 0.50 - 0.50 - 0.50
Income tax assets 38.52 - 38.52 - 38.52
Other non-current assets 136.68 - 136.68 - 136.68
Total non-current assets 3,428.29 1.57 3,429.86 - 3,429.86

Current assets
Inventories 828.18 - 828.18 - 828.18
Financial assets
Investments D - (iii) 641.03 42.51 683.54 - 683.54
Trade receivables 5.26 - 5.26 - 5.26
Loans 12.50 - 12.50 - 12.50
Cash and cash equivalents 69.37 - 69.37 - 69.37
Derivatives 4.88 - 4.88 - 4.88
Other financial assets 1.39 - 1.39 - 1.39
Other current assets 273.26 - 273.26 - 273.26
Total current assets 1,835.87 42.51 1,878.38 - 1,878.38
Total assets 5,264.16 44.08 5,308.24 - 5,308.24

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 2,853.54 20.56 2,874.10 (3.04) 2,871.06
Total equity 2,886.29 20.56 2,906.85 (3.04) 2,903.81

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 315.00 - 315.00 - 315.00
Deferred tax liabilities (net) D - (iv) 119.89 10.86 130.75 - 130.75
Government grants D - (i) 3.26 11.20 14.46 - 14.46
Provisions 88.67 - 88.67 - 88.67
Total non-current liabilities 526.82 22.06 548.88 - 548.88

Current liabilities
Financial liabilities
Borrowings 968.37 - 968.37 - 968.37
Trade payables 486.38 - 486.38 - 486.38
Other financial liabilities 239.26 - 239.26 - 239.26
Government grants D - (i) - 1.46 1.46 - 1.46
Provisions 8.38 - 8.38 - 8.38
Current tax liabilities 107.98 - 107.98 3.04 111.02
Other current liabilities 40.68 - 40.68 - 40.68
Total current liabilities 1,851.05 1.46 1,852.51 3.04 1,855.55
Total liabilities 2,377.87 23.52 2,401.39 3.04 2,404.43
Total equity and liabilities 5,264.16 44.08 5,308.24 - 5,308.24

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS (continued)

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2016 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment 1,585.54 - 1,585.54 - 1,585.54
Capital work-in-progress 351.66 - 351.66 - 351.66
Intangible assets 1.78 - 1.78 - 1.78
Biological assets other than bearer plants
Matured biological assets 12.89 - 12.89 - 12.89
Immatured biological assets 5.35 - 5.35 - 5.35
Financial assets
Investments 340.07 - 340.07 - 340.07
Loans 38.22 - 38.22 - 38.22
Other financial assets - - - - -
Income tax assets 38.52 - 38.52 - 38.52
Other non-current assets 331.11 - 331.11 - 331.11
Total non-current assets 2,705.14 - 2,705.14 - 2,705.14

Current assets
Inventories 891.49 - 891.49 - 891.49
Financial assets
Investments D - (iii) 609.79 27.31 637.10 - 637.10
Trade receivables 5.07 - 5.07 - 5.07
Loans 12.50 - 12.50 - 12.50
Cash and cash equivalents 91.85 - 91.85 - 91.85
Derivatives 11.28 - 11.28 - 11.28
Other financial assets 1.30 - 1.30 - 1.30
Other current assets 27.30 - 27.30 - 27.30
Total current assets 1,650.58 27.31 1,677.89 - 1,677.89
Total assets 4,355.72 27.31 4,383.03 - 4,383.03

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 2,409.20 8.77 2,417.97 (5.29) 2,412.68
Total equity 2,441.95 8.77 2,450.72 (5.29) 2,445.43

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 323.79 - 323.79 - 323.79
Deferred tax liabilities (net) D - (iv) 87.00 4.62 91.62 - 91.62
Government grants D - (i) 3.45 12.46 15.91 - 15.91
Provisions 52.94 - 52.94 - 52.94
Total non-current liabilities 467.18 17.08 484.26 - 484.26

Current liabilities
Financial liabilities
Borrowings 707.27 - 707.27 - 707.27
Trade payables 423.53 - 423.53 - 423.53
Other financial liabilities 182.37 - 182.37 - 182.37
Government grants D - (i) - 1.46 1.46 - 1.46
Provisions 5.59 - 5.59 - 5.59
Current tax liabilities 93.93 - 93.93 5.29 99.22
Other current liabilities 33.90 - 33.90 - 33.90
Total current liabilities 1,446.59 1.46 1,448.05 5.29 1,453.34
Total liabilities 1,913.77 18.54 1,932.31 5.29 1,937.60
Total equity and liabilities 4,355.72 27.31 4,383.03 - 4,383.03

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS (continued)

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2015 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment 1,244.20 - 1,244.20 - 1,244.20
Capital work-in-progress 35.67 - 35.67 - 35.67
Intangible assets 1.90 - 1.90 - 1.90
Biological assets other than bearer plants
Matured biological assets D - (ii) 3.88 1.64 5.52 - 5.52
Immatured biological assets D - (ii) 9.46 (1.52) 7.94 - 7.94
Financial assets
Investments 274.11 - 274.11 - 274.11
Loans 32.73 - 32.73 - 32.73
Other non-current assets 234.12 - 234.12 - 234.12
Total non-current assets 1,836.07 0.12 1,836.19 - 1,836.19

Current assets
Inventories 1,416.66 - 1,416.66 - 1,416.66
Financial assets
Investments D - (iii) 572.22 37.50 609.72 - 609.72
Trade receivables 11.52 - 11.52 - 11.52
Loans - - - - -
Cash and cash equivalents 110.24 - 110.24 - 110.24
Bank balances other than above 2.41 - 2.41 - 2.41
Derivatives 11.27 - 11.27 - 11.27
Other financial assets 25.58 - 25.58 - 25.58
Other current assets 55.49 - 55.49 - 55.49
Total current assets 2,205.39 37.50 2,242.89 - 2,242.89
Total assets 4,041.46 37.62 4,079.08 - 4,079.08

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 2,136.98 24.60 2,161.58 (161.17) 2,000.41
Total equity 2,169.73 24.60 2,194.33 (161.17) 2,033.16

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 80.92 - 80.92 - 80.92
Deferred tax liabilities (net) D - (iv) 41.99 13.02 55.01 44.72 99.73
Government grants 3.45 - 3.45 - 3.45
Provisions 38.97 - 38.97 - 38.97
Total non-current liabilities 165.33 13.02 178.35 44.72 223.07

Current liabilities
Financial liabilities
Borrowings 1,132.15 - 1,132.15 - 1,132.15
Trade payables 427.37 - 427.37 - 427.37
Other financial liabilities 122.92 - 122.92 - 122.92
Government grants 0.22 - 0.22 - 0.22
Provisions 4.34 - 4.34 - 4.34
Current tax liabilities 0.25 - 0.25 116.45 116.70
Other current liabilities 19.15 - 19.15 - 19.15
Total current liabilities 1,706.40 - 1,706.40 116.45 1,822.85
Total liabilities 1,871.73 13.02 1,884.75 161.17 2,045.92
Total equity and liabilities 4,041.46 37.62 4,079.08 - 4,079.08

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS (continued)

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous GAAP to Ind AS:

Reconciliation of equity as at 31 March 2014 (₹ in million)

Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments
ASSETS
Non-current assets
Property, plant and equipment 757.78 - 757.78 (12.72) 745.06
Capital work-in-progress 187.36 - 187.36 - 187.36
Intangible assets 2.45 - 2.45 - 2.45
Biological assets other than bearer plants
Matured biological assets - - - - -
Immatured biological assets D - (ii) 4.42 (0.09) 4.33 - 4.33
Financial assets
Investments 1.63 - 1.63 - 1.63
Loans 28.42 - 28.42 - 28.42
Income tax assets 10.59 - 10.59 - 10.59
Other non-current assets 251.07 - 251.07 - 251.07
Total non-current assets 1,243.72 (0.09) 1,243.63 (12.72) 1,230.91

Current assets
Inventories 482.48 - 482.48 - 482.48
Financial assets
Investments D - (iii) 902.32 23.28 925.60 - 925.60
Trade receivables 6.49 - 6.49 - 6.49
Loans - - - - -
Cash and cash equivalents 428.12 - 428.12 - 428.12
Derivatives 12.07 - 12.07 - 12.07
Other financial assets 73.43 - 73.43 - 73.43
Other current assets 92.93 - 92.93 (14.33) 78.60
Total current assets 1,997.84 23.28 2,021.12 (14.33) 2,006.79
Total assets 3,241.56 23.19 3,264.75 (27.05) 3,237.70

EQUITY AND LIABILITIES

Equity
Equity share capital 32.75 - 32.75 - 32.75
Other equity C - (i) 1,983.62 15.17 1,998.79 (124.22) 1,874.57
Total equity 2,016.37 15.17 2,031.54 (124.22) 1,907.32

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 126.82 - 126.82 - 126.82
Deferred tax liabilities (net) D - (iv) 88.46 8.02 96.48 (7.10) 89.38
Government grants 3.67 - 3.67 - 3.67
Provisions 18.44 - 18.44 - 18.44
Total non-current liabilities 237.39 8.02 245.41 (7.10) 238.31

Current liabilities
Financial liabilities
Borrowings 390.14 - 390.14 - 390.14
Trade payables 311.55 - 311.55 - 311.55
Other financial liabilities 292.46 - 292.46 - 292.46
Government grants 0.22 - 0.22 - 0.22
Provisions 2.41 - 2.41 - 2.41
Current tax liabilities (26.82) - (26.82) 104.27 77.45
Other current liabilities 17.84 - 17.84 - 17.84
Total current liabilities 987.80 - 987.80 104.27 1,092.07
Total liabilities 1,225.19 8.02 1,233.21 97.17 1,330.38
Total equity and liabilities 3,241.56 23.19 3,264.75 (27.05) 3,237.70

*Previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the total comprehensive income reconciliation from previous GAAP to Ind AS:

Reconciliation of total comprehensive income for the year ended 31 March 2017 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 14,114.66 (14.82) 14,099.84 - 14,099.84

Other income D - (i), (ii) & (iii) 45.22 26.23 71.45 - 71.45
Total income 14,159.88 11.41 14,171.29 - 14,171.29

Expenses
Cost of materials consumed D - (ii) 10,959.91 16.24 10,976.15 - 10,976.15
Changes in inventories of finished goods, stock-in-trade and work-in-progress 199.11 - 199.11 - 199.11
Employee benefits expense D - (ii) & (v) 522.05 (0.02) 522.03 - 522.03
Depreciation and amortisation expense D - (ii) 189.06 (11.56) 177.50 - 177.50
Finance costs 80.29 - 80.29 (2.25) 78.04
Provision for impairment on live stock D - (ii) 7.81 (7.81) - - -
Other expenses D - (ii) & (vi) 1,542.21 (8.02) 1,534.19 - 1,534.19
Total expenses 13,500.44 (11.17) 13,489.27 (2.25) 13,487.02

Profit before tax 659.44 22.58 682.02 2.25 684.27

Income tax expense

-Current tax 182.63 - 182.63 - 182.63
-Deferred tax D - (iv) 32.89 7.67 40.56 - 40.56
Total tax expense 215.52 7.67 223.19 - 223.19

Profit for the year (A) 443.92 14.91 458.83 2.25 461.08

Other comprehensive income D - (v)

Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - (4.13) (4.13) - (4.13)
Income tax relating to these items D - (iv) - 1.43 1.43 - 1.43
Other comprehensive income for the year (B) - (2.70) (2.70) - (2.70)

Total comprehensive income for the year (A+B) 443.92 12.21 456.13 2.25 458.38
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

Reconciliation of total comprehensive income for the year ended 31 March 2016 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 11,820.10 (4.46) 11,815.64 - 11,815.64

Other income D - (i), (ii) & (iii) 56.12 (0.19) 55.93 - 55.93
Total income 11,876.22 (4.65) 11,871.57 - 11,871.57

Expenses
Cost of materials consumed D - (ii) 8,788.40 24.88 8,813.28 - 8,813.28
Purchases of stock-in-trade 27.46 - 27.46 - 27.46
Changes in inventories of finished goods, stock-in-trade and work-in-progress 289.88 - 289.88 - 289.88
Employee benefits expense D - (ii) & (v) 456.93 4.23 461.16 - 461.16
Depreciation and amortisation expense D - (ii) 158.73 (8.20) 150.53 - 150.53
Finance costs 121.77 0.02 121.79 (13.62) 108.17
Provision for impairment on live stock D - (ii) 21.10 (21.10) - - -
Other expenses D - (ii) & (vi) 1,271.38 2.01 1,273.39 - 1,273.39
Total expenses 11,135.65 1.84 11,137.49 (13.62) 11,123.87

Profit before tax 740.57 (6.49) 734.08 13.62 747.70

Income tax expense

-Current tax 242.25 - 242.25 - 242.25
-Tax for earlier years 142.26 - 142.26 (142.26) -
-Deferred tax D - (iv) 0.30 (7.46) (7.16) - (7.16)
Total tax expense 384.81 (7.46) 377.35 (142.26) 235.09

Profit for the year (A) 355.76 0.97 356.73 155.88 512.61

Other comprehensive income D - (v)

Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - (2.75) (2.75) - (2.75)
Income tax relating to these items D - (iv) - 0.95 0.95 - 0.95
Other comprehensive income for the year (B) - (1.80) (1.80) - (1.80)

Total comprehensive income for the year (A+B) 355.76 (0.83) 354.93 155.88 510.81
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued)

B. Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the total comprehensive income reconciliation from previous GAAP to Ind AS:

Reconciliation of total comprehensive income for the year ended 31 March 2015 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 10,184.25 (0.88) 10,183.37 - 10,183.37

Other income D - (ii) & (iii) 61.81 19.36 81.17 - 81.17
Total income 10,246.06 18.48 10,264.54 - 10,264.54

Expenses
Cost of materials consumed D - (ii) 9,229.54 25.88 9,255.42 - 9,255.42
Purchases of stock-in-trade 26.62 - 26.62 - 26.62
Changes in inventories of finished goods, stock-in-trade and work-in-progress (883.35) - (883.35) - (883.35)
Employee benefits expense D - (ii) & (v) 334.09 13.54 347.63 - 347.63
Depreciation and amortisation expense D - (ii) 127.25 (0.64) 126.61 (12.72) 113.89
Finance costs 75.58 - 75.58 7.20 82.78
Provision for impairment on live stock D - (ii) 51.94 (51.94) - - -
Other expenses D - (ii) & (vi) 1,128.48 18.85 1,147.33 (14.33) 1,133.00
Total expenses 10,090.15 5.69 10,095.84 (19.85) 10,075.99

Profit before tax 155.91 12.79 168.70 19.85 188.55

Income tax expense

-Current tax 48.90 - 48.90 5.10 54.00
- MAT credit entitlement (41.21) - (41.21) 41.21 -
-Tax for earlier years 0.12 - 0.12 (0.12) -
-Deferred tax D - (iv) (5.26) 4.43 (0.83) 10.61 9.78
Total tax expense 2.55 4.43 6.98 56.80 63.78

Profit for the year (A) 153.36 8.36 161.72 (36.95) 124.77

Other comprehensive income D - (v)

Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - 1.64 1.64 - 1.64
Income tax relating to these items D - (iv) - (0.57) (0.57) - (0.57)
Other comprehensive income for the year (B) - 1.07 1.07 - 1.07

Total comprehensive income for the year (A+B) 153.36 9.43 162.79 (36.95) 125.84
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

Reconciliation of total comprehensive income for the year ended 31 March 2014 (₹ in million)
Notes to first time Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
adoption Adjustments adjustments

Revenue from operations D - (vi) 8,421.05 (1.86) 8,419.19 - 8,419.19

Other income D - (ii) & (iii) 66.03 3.18 69.21 - 69.21
Total income 8,487.08 1.32 8,488.40 - 8,488.40

Expenses
Cost of materials consumed D - (ii) 6,333.07 12.00 6,345.07 - 6,345.07
Purchases of stock-in-trade 2.16 - 2.16 - 2.16
Changes in inventories of finished goods, stock-in-trade and work-in-progress 479.73 - 479.73 - 479.73
Employee benefits expense D - (ii) & (v) 265.32 3.18 268.50 - 268.50
Depreciation and amortisation expense 46.69 - 46.69 1.28 47.97
Finance costs 30.08 - 30.08 6.63 36.71
Provision for impairment on live stock D - (ii) 13.18 (13.18) - - -
Other expenses D - (ii) & (vi) 941.86 (0.51) 941.35 (23.48) 917.87
Total expenses 8,112.09 1.49 8,113.58 (15.57) 8,098.01

Profit before tax 374.99 (0.17) 374.82 15.57 390.39

Income tax expense

-Current tax 96.31 - 96.31 31.23 127.54
-Tax for earlier years 1.90 - 1.90 (1.90) -
-Deferred tax D - (iv) 1.06 (0.06) 1.00 8.40 9.40
Total tax expense 99.27 (0.06) 99.21 37.73 136.94

Profit for the year (A) 275.72 (0.11) 275.61 (22.16) 253.45

Other comprehensive income D - (v)

Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation - 1.58 1.58 - 1.58
Income tax relating to these items D - (iv) - (0.55) (0.55) - (0.55)
Other comprehensive income for the year (B) - 1.03 1.03 - 1.03

Total comprehensive income for the year (A+B) 275.72 0.92 276.64 (22.16) 254.48
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued)

C (i): Reconciliation of statement of equity as previously reported under IGAAP and Ind AS
(₹ in million)
Particulars Notes to first 31 March 2017 31 March 2016 31 March 2015 31 March 2014
time adoption Proforma Proforma Proforma
Total equity as per Indian GAAP 2,886.29 2,441.95 2,169.73 2,016.37
Government grants recognised as deferred income D - (i) (12.66) (13.92) - -
Changes in fair value of biological assets D - (ii) 1.57 - 0.12 (0.09)
Investment in mutual funds recognised at fair value D - (iii) 42.51 27.31 37.50 23.28
Deferred tax on above adjustment D - (iv) (10.86) (4.62) (13.02) (8.02)
Total equity as per Ind AS 2,906.85 2,450.72 2,194.33 2,031.54

C (ii): Reconciliation of statement of profit and loss as previously reported under IGAAP and Ind AS

Particulars Notes to first 31 March 2017 31 March 2016 31 March 2015 31 March 2014
time adoption Proforma Proforma Proforma
Net profit after tax as per IGAAP 443.92 355.76 153.36 275.72
Government grants recognised as deferred income D - (i) 1.68 1.08 - -
Changes in fair value of biological assets D - (ii) 1.57 (0.12) 0.21 (0.09)
Investment in mutual funds recognised at fair value D - (iii) 15.20 (10.19) 14.22 1.50
Deferred tax on above adjustment D - (iv) (6.24) 8.40 (5.00) (0.49)
Remeasurement of the net defined benefit obligation recognised in other comprehensive income 2.70 1.80 (1.07) (1.03)
Net profit after tax as per Ind AS 458.83 356.73 161.72 275.61
Other comprehensive income net of taxes (2.70) (1.80) 1.07 1.03
Total comprehensive income as per Ind AS 456.13 354.93 162.79 276.64

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Annexure VII - Notes to the Restated Standalone Financial Information (continued)

Note 51: First-time adoption of Ind AS (continued) (₹ in million)

D: Notes to reconciliation

(i) Government grant

The Company has received government grant against the capital expenditure incurred. Under the previous GAAP, the aforesaid grant were carried under capital reserve. Under Ind AS, government grant received against
depreciable assets shall be credited to the statement of profit and loss over the useful life of the respective assets. The impact as of the date of transition has been adjusted through retained earnings.

(ii) Biological assets

Under the previous GAAP, biological assets were measured at cost. Ind AS requires all biological assets to be measured on each reporting date at their respective fair values with the fair value changes being recognised in the
statement of profit and loss. The impact as of the date of transition has been adjusted through retained earnings.

(iii) Investments
Under the previous GAAP, investments in mutual funds were classified as non-current investments or current investments based on the intended holding period and realisability. Non-current investments were carried at cost
less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The
resulting fair value changes of these investments have been recognised in retained earnings as at the date of transition.

(iv) Deferred tax

The deferred tax impact of the above Ind AS adjustments has been considered based on the tax laws.

(v) Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in
profit or loss but are shown in the statement of profit and loss as 'other comprehensive income' includes re-measurements of defined benefit plans, net of its tax impact. The concept of other comprehensive income did not
exist under previous GAAP.

(vi) Sale of goods

Under previous GAAP, scheme based discounts and rebates were grouped under other expenses, however, under Ind AS, these expenses are netted off against sale of goods. There is no impact on the profit or retained earnings
of the Company.

Note 52: During the year ended 31 March 2018, no material foreseeable loss (year ended 31 March 2017, 31 March 2016, 31 March 2015, 31 March 2014 : Nil) was incurred for any long-term contract including derivative
contracts.

As per our report of even date attached

for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Dodla Dairy Limited
ICAI Firm registration number: 116231W/ W-100024 CIN: U15209TG1995PLC020324

Vikash Somani D. Sesha Reddy D. Sunil Reddy B.V.K. Reddy

Partner Chairman Managing Director Chief Executive Officer
Membership number: 061272 DIN: 00520448 DIN: 00794889

Place: Hyderabad Place: Hyderabad Hemanth Kundavaram Ruchita Malpani

Date: 17 July 2018 Date: 17 July 2018 Chief Financial Officer Company Secretary
M. No. 216189 (FCA) M. No. A32883

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Annexure VIII: Restated statement of other income

( ₹ in million)
For the Year ended
Nature (Recurring/
Particulars 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Non-recurring)
Proforma Proforma Proforma
Interest income
- on deposits Recurring 0.03 0.02 0.11 0.81 9.51
- on others Recurring 3.28 3.23 2.74 4.24 6.75
Amortisation of government grants Recurring 4.32 1.88 1.30 0.22 0.22
Changes in fair value of biological assets Recurring 9.82 8.95 8.39 6.25 1.68
Fair value gain on financial assets measured at fair value
Recurring 32.51 26.83 11.57 27.99 16.23
through profit and loss
Dividend income from current investments Recurring 3.90 19.56 23.03 29.49 14.12
Profit on sale of current investments, net Recurring 0.82 3.73 1.94 5.15 1.38
Gain on account of foreign exchange fluctuations, net Recurring 0.34 0.35 1.41 - 3.51
Profit on sale of investment in associate Non-recurring - - - 0.55 -
Other non-operating income Recurring 8.48 6.90 5.44 6.47 15.81
Total other income* 63.50 71.45 55.93 81.17 69.21
* Not related to normal business activity.

Annexure IX - Restated statement of dividend paid (All amounts and number of shares in ₹ millions, except per share data)

For the year ended

Particulars 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Number of fully paid equity shares 3.27 3.27 3.27 3.27 3.27
Equity share capital 32.75 32.75 32.75 32.75 32.75
Face value (₹) 10 10 10 10 10
Rate of dividend % - - 250% - -
Amount of interim dividend paid - - 81.87 - -
Dividend distribution tax - - 16.67 - -

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to standalone audited financial statements in Annexure V and notes to
the Restated Standalone Financial Information in Annexure VII.

Annexure X - Restated statement of capitalisation

(₹ in million)
Post issue
As at
Particulars (refer note 3
31 March 2018
below)
Debt:
Long term borrowings 222.50
Short term borrowings 943.13
Current portion of secured long term borrowings, included in other financial liabilities 92.50
Total Debt (A) 1,258.13

Shareholders Funds:
Equity share capital 32.75
Other equity
Capital redemption reserve 12.00
Securities premium 1,092.25
Retained earnings 2,290.80
Share options outstanding account 0.60
Total Shareholders Funds (B) 3,428.40

Total Debt/ Shareholder Funds (A/B) 0.37

Note 1 : The Board of Directors of the Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing shareholders of
the Company. The proposal of the Board of Directors was approved by the Shareholders of the Company in their Annual General Meeting held on 17 July 2018. The effect of post
balance sheet adjustment has not been considered above.

Note 2 : To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to standalone audited financial statements in Annexure V and notes
to the Restated Standalone Financial Information in Annexure VII.

Note 3 : The corresponding post issue capitalisation data in the above table is not determinable at this stage pending the completion of the Book Building Process and hence the same has
not been provided in the above statement.

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Dodla Dairy Limited

Annexure XI - Restated Statement of Accounting Ratios

(All amounts and number of shares in ₹ millions, except per share data)
For the year ended
Particulars 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
Net worth as at the year end (refer note 4 below) (A) 3,428.40 2,903.81 2,445.43 2,033.16 1,907.32
Profit attributable to the equity shareholders (B) 508.69 461.08 512.61 124.77 253.45

Weighted average number of basic equity shares outstanding during the period
For basic earnings per share (C) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823
For diluted earnings per share (D) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823

Earning per share ₹ 10 each (refer note 3 below)

Basic (₹) (E = B/C) 155.33 140.80 156.53 38.10 77.39
Diluted (₹) (F = B/D) 155.33 140.80 156.53 38.10 77.39

Return on net worth (%) (G = B/A) 14.84% 15.88% 20.96% 6.14% 13.29%

Number of equity shares outstanding at the end of the year (H) 3,274,823 3,274,823 3,274,823 3,274,823 3,274,823

Net assets value per share of ₹ 10 each (I = A/H) 1,046.90 886.71 746.74 620.85 582.42

Face value (₹) 10 10 10 10 10

Notes:
1. The above ratios are calculated as under:
a) Basic earnings per share = Profit attributable to equity shareholders / weighted average number of shares outstanding during the year.
b) Diluted earnings per share = Profit attributable to equity shareholders / weighted average number of diluted potential shares outstanding during the year.
c) Return on net worth (%) = Profit attributable to equity shareholders / net worth as at the end of year.
d) Net asset value (Rs) = Net worth as at the end of year / number of equity shares as at the end of year.

2. The figures disclosed above are based on the Restated Standalone Financial Information of Dodla Dairy Limited.

3. Earning per shares (EPS) calculation is in accordance with Indian Accounting Standard (Ind AS) 33 "Earnings per share" prescribed by the Companies (Indian Accounting Standards)
Rules, 2015.

4. Net worth for ratios mentioned above represents the aggregate of the paid up share capital and other equity (including capital redemption reserve, securities premium, general reserve,
share option outstanding account and retained earnings).

5. Proforma accounting ratio disclosure:

The Board of Directors of the Company in their meeting held on 13 July 2018 have proposed for the issuance of Bonus shares in the ratio of 16:1 to the existing shareholders of the
Company. The proposal of the Board of Directors was approved by the shareholders of the Company in their Annual General Meeting held on 17 July 2018.

The impact of the above post balance sheet adjustment to equity share capital on the accounting ratios has been provided below:

Computation of proforma equity shares:

No. of
Particulars
equity shares
Number of equity shares outstanding as on 31 March 2018 3,274,823
Add: Bonus equity shares issued in the ratio of 16:1 to the existing shareholders 52,397,168
Proforma number of basic and diluted equity shares outstanding after impacting the above post balance sheet adjustment (J) 55,671,991

For the year ended

Particulars
31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma net assets value per share of ₹ 10 each based on the equity shares
outstanding, after impacting the post balance sheet adjustment (₹) (K = A/J) 61.58 52.16 43.93 36.52 34.26

Proforma basic earnings per share of ₹ 10 each, after impacting the post balance sheet
adjustment (₹) (L = B/J) 9.14 8.28 9.21 2.24 4.55

Proforma diluted earnings per share of ₹ 10 each, after impacting the post balance sheet
adjustment (₹) (M = B/J) 9.14 8.28 9.21 2.24 4.55

Note: To be read together with summary of significant accounting policies in Annexure VI, impact of adjustments to standalone audited financial statements in Annexure V and notes to
the Restated Standalone Financial Information in Annexure VII.

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Dodla Dairy Limited

Annexure XII - Restated statement of tax shelter

(₹ in million)
For the year ended
Particulars 31 March 2018 31 March 2017 31 March 2016 31 March 2015 31 March 2014
Proforma Proforma Proforma
A Profit before tax, as restated 755.55 684.27 747.70 188.55 390.39

B Tax rates (including surcharge and education cess)

Tax rate - Normal - B(i) 34.61% 34.61% 34.61% 33.99% 33.99%
Tax rate for Long term capital gain - B(ii) - 23.07% - - -

C Permanent differences
Dividend income (3.90) (19.56) (23.03) (29.49) (14.12)
Income exempt under the Income tax Act 1961 (12.94) - - - -
Income exempt under Section 80 IB of the Income tax Act 1961 (20.67) (13.90) (61.56) - -
Long term capital gain - exempt income - - - - (14.76)
Long term capital gain taxable at special income tax rates - to be treated separately (17.39) (10.89) - - -
Short term capital gain taxable at normal income tax rates - to be treated separately (9.18) (4.06) (23.16) (20.59) (1.35)
Interest income to be treated separately (0.03) (0.02) (0.38) (5.05) (16.26)
Other permanent differences (net) 12.64 4.10 16.15 37.82 32.14
Total permanent differences (51.47) (44.33) (91.98) (17.31) (14.35)

D Timing differences
Difference between book depreciation and tax depreciation (203.45) (130.55) (23.75) (57.93) (31.57)
Fair value changes in mutual funds (6.59) (15.20) 10.20 (14.47) (1.53)
Provision for employee benefit 14.91 38.69 22.60 28.33 10.74
Provision for doubtful debts and advances 0.20 (2.57) 2.83 23.12 (3.59)
Others (6.39) (7.57) 8.81 (17.07) 7.53
Total timing differences (201.32) (117.20) 20.69 (38.02) (18.42)

E Total net adjustments (C+D) (252.79) (161.53) (71.29) (55.33) (32.77)

F Business Income taxable at normal income tax rates (A + E) 502.76 522.74 676.41 133.22 357.62

G Income under head Capital Gain

Long term capital gain taxable at special income tax rates - 1.27 - - -
Short term capital gain taxable at normal income tax rates 9.18 4.06 23.16 20.59 1.35

H Income under head Other Sources

Others 0.03 0.02 0.38 5.05 16.26

I Total taxable income (F+G+H) 511.97 528.09 699.95 158.86 375.23

J Income taxable at normal income tax rates 511.97 526.82 699.95 158.86 375.23
K Long term capital gain taxable at special income tax rates - 1.27 - - -

L Tax on (including surcharge and cess)

Normal profits - at normal income tax rates (B(i) * J) 177.19 182.33 242.25 54.00 127.54
Long term capital gains - at special tax rates (B(ii) * K) - 0.30 - - -
Provision for current tax as per books of accounts 177.19 182.63 242.25 54.00 127.54

Notes:
1. The aforesaid tax shelter has been prepared as per the Restated Standalone Statement of Profit and Loss of the Company.
2. The permanent/timing differences have been computed considering the income-tax computation prepared at the time of preparation of financial statements for the relevant years.

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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey management’s perspective on our financial condition and results of operations for
the Fiscals ended March 31, 2018, 2017 and 2016. You should read the following discussion and analysis of our financial condition
and results of operations in conjunction with our Restated Financial Information and the sections entitled “Summary of Financial
Information” and “Financial Statements” on pages 52 and 184, respectively. This discussion contains forward-looking statements
and reflects our current views with respect to future events and our financial performance and involves numerous risks and
uncertainties, including, but not limited to, those described in the section entitled “Risk Factors” on page 14. Actual results could
differ materially from those contained in any forward-looking statements and for further details regarding forward-looking
statements, kindly refer to the section entitled “Forward-Looking Statements” on page 13. Unless otherwise stated, the financial
information of our Company used in this section has been derived from the Restated Consolidated Financial Information.

Our fiscal year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular fiscal year are
to the 12-month period ended March 31 of that year.

Overview

We are an integrated dairy company based in south India deriving all of our consolidated revenues for Fiscal 2018 from the sale
of milk and dairy based VAPs in the branded consumer market. Amongst private dairy players with a significant presence in the
southern region, we are the third highest in terms of milk procurement (Source: CRISIL Report) with an average procurement of
1.00 million litres of raw milk per day as of May 31, 2018 (“MLPD”) and second highest in terms of market presence amongst
private dairies (Source: CRISIL Report). Our operations in India are primarily across the four South Indian states of Andhra
Pradesh, Telangana, Karnataka and Tamil Nadu. Our international operations are based in Uganda and Kenya. Our Indian and
international operations are undertaken under our brands “Dodla Dairy” and “Dairy Top” respectively. We process and retail milk
(full cream, standardised, toned and double toned) and produce dairy based value added products (“VAPs”) such as curd, ultra-
high temperature processing (“UHT”) milk, ghee, butter, flavoured milk and ice cream amongst others. Our revenues from sale
of milk and dairy based VAPs constituted 68.41% and 31.59% of our consolidated revenues in Fiscal 2018 respectively.

Our integrated business model in India consists of procurement, processing, distribution and marketing operations. Our
procurement operations are spread across the states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka and consist of an
average procurement of 1.00 million MLPD as of May 31, 2018 from approximately 220,789 farmers through 3,212 procurement
agents including third party suppliers across 7,598 villages and through our own Dodla Dairy Collection Centres (“DDCCs”) as
of May 31, 2018. The raw milk collected is then transported to our chilling centres and thereafter to our processing plants. Our
chilling centres are strategically placed in close proximity to our raw milk procurement locations in order to maintain the freshness
of the raw milk. Our total average raw milk procurement increased from 0.62 MLPD in Fiscal 2014 to 1.02 MLPD in Fiscal 2018.
As of May 31, 2018 our procurement operations consisted of 3,717 DDCCs, 3,212 procurement agents and 78 chilling centres.
The number of our DDCCs has consistently increased from 322 to 3,544 from March 31, 2014 to March 31, 2018 respectively.

Our processing operations consist of processing of the raw milk collected into packaged milk and manufacturing of other dairy
based VAPs by 11 processing plants with an aggregate installed capacity of 1.29 MLPD. Our aggregate installed capacity has
increased from 0.57 MLPD in Fiscal 2014 to 1.29 MLPD in Fiscal 2018. Further, we intend to commence operations at our 12th
plant near Rajahmundry, Andhra Pradesh in 2019. Our distribution and marketing operations consist of distribution of our milk
and dairy based VAPs through 14 sales offices, 3,329 distribution agents, 379 milk distributors and 466 milk product distributors
across nine states in India. Additionally, as of May 31, 2018, our milk and dairy based VAPs are also available through 217 “Dodla
Retail Parlors” which commenced operations in 2016 and are spread across the states of Andhra Pradesh, Telangana, Tamil Nadu
and Karnataka. Our processing plants are in close proximity to our milk procurement operations and our target market which
enables us to optimise transportation and raw milk handling costs. For further details on our processing plants, see “Our Business
– Our Facilities” on page 142.

We commenced our African operations in Fiscal 2015 with the acquisition of the operations of Hillside Dairy and Agriculture Ltd.
through our Subsidiary Lakeside Dairy Ltd. For our international operations, we procure raw milk from cooperative societies and
follow a similar integrated business model as our India operations. Packaged milk and dairy based VAPs for retail are produced
from our processing plant in Uganda and are distributed in Uganda and Kenya. Our distribution operations in Uganda are
conducted through our African Subsidiary Lakeside Dairy Ltd. and include distribution of our milk and dairy based VAPs as of
May 31, 2018 through 21 distributors and four distribution agents. Our distribution operations in Kenya are conducted through
our African Subsidiary Dodla Dairy Kenya Limited and include distribution of our milk and dairy based VAPs as of May 31, 2018
through 107 distribution agents and 34 distributors.

We place significant emphasis on quality control across our integrated business model and have obtained several quality control
certifications and registrations for our operations. The raw milk procured by us is tested by electronic milk analysers which tests
for the fat and solid not fat (SNF) content of the raw milk and undergo further tests during the procurement stage. Our milk and
dairy based VAPs have received certifications from the FSSAI. Some of our processing plants are ISO 22000:2005 certified for
food management system and ISO 50001:2011certified for energy management system. Our Nellore processing plant is export
300
inspection certified and BIS certified for SMP. Our processing plants situated at Nellore and Hyderabad, for producing ghee, are
AGMARK registered and our plant at Nellore for production of milk powder, holds a BIS certification. Further, our processing
plant in Uganda has obtained various quality certifications including, inter alia, Uganda National Bureau of Standards (“UNBS”)
permits for producing ghee, plain yogurt, strawberry yogurt, UHT milk and vanilla.

Our Company is promoted by Dodla Sesha Reddy and Dodla Sunil Reddy, who each have over 20 years of experience in dairy
industry which have been instrumental in the growth of our Company. Further our CEO, Venkat Krishna Reddy Busireddy, has
over 33 years of experience in the dairy industry. We have also been awarded a number of industry awards including the HMTV
Business Excellence Award, 2017. For further details see “History and Certain Corporate Matters” on page 157. The RISE Fund,
which is a social impact fund of TPG Growth, through TPG Dodla Dairy Holdigs Pte. Ltd. is invested in our Company. APIDC-
Venture Capital and BR CPF (Mauritius) Limited were our shareholders in the past.

Factors Affecting Our Results of Operations

Our business and results of operations are affected by a number of important factors that we believe will continue to affect our
business and results of operations in the future. These factors include the following:

Availability of large quantities of raw milk at viable prices

Our Indian operations are dependent on the supply of large amounts of raw milk, which is the primary raw material used in the
manufacture of all our dairy products. As of May 31, 2018, our supply chain network consisted of an average procurement of 1.00
MLPD from approximately 220,789 farmers through 3,212 procurement agents including third party suppliers across 7,598
villages and through our own Dodla Dairy Collection Centres (“DDCCs”) as of May 31, 2018. Our average daily milk procurement
for the Fiscal 2018, 2017 and 2016 was approximately 1.02 MLPD, 0.94 MLPD and 0.79 MLPD, respectively. We do not have
any formal arrangements with farmers and therefore they are not obligated to supply their milk to us. Our ability to operate our
production facilities at optimal capacities is dependent on adequate and timely supply of raw milk.

The availability and price of raw milk is subject to a number of factors beyond our control including seasonal factors,
environmental factors, general health of cattle in the regions in which we operate and Government policies and regulations. For
instance, the volume and quality of milk produced by cows and buffalos is dependent upon the quality of nourishment provided
by the cattle feed which in turn is dependent on the weather conditions. Also, any disease or epidemic affecting the health of cows
and buffalos in India, especially within our procurement regions, could significantly affect our ability to procure adequate amount
of raw milk. Further, availability of raw milk is linked to the policies of the Government or the respective State Governments
where our operations are based, including those affecting the use or ownership of agricultural land or the dairy industry in general.

Seasonality of business

The supply of raw milk is subject to seasonal factors. Cows and buffalos generally produce more milk in temperate weather, and
extreme cold or hot weather could lead to lower than expected production. Our raw milk procurement and production is therefore
higher in the second half of the financial year during the winter months with temperate climate in our milk procurement region. In
contrast, the demand for our products such as curd is higher in the first half of the financial year during summer months and the
demand for ghee is higher during festive seasons. As a result, comparisons of our sales and operating results over different quarterly
periods during the same financial year may not necessarily be meaningful.

Dependence on third parties for distribution of our products

We sell our products to retail customers through 14 sales offices, 3,329 distribution agents, 379 milk distributors and 466 milk
product distributors as of May 31, 2018. Additionally, as of May 31, 2018, our products are also available through 217 “Dodla
Retail Parlors”. Our distribution operations in Uganda are conducted through our African Subsidiary Lakeside Dairy Ltd. and
includes distribution of our products through 21 distributors and four distribution agents as of May 31, 2018. Our distribution
operations in Kenya are conducted through our African Subsidiary Dodla Dairy Kenya Limited and includes distribution of our
products through 107 distribution agents and 34 distributors as of May 31, 2018.

We constantly seek to grow our product reach to under-penetrated geographies, increase the penetration of our products in markets
in which we are currently present and widen the portfolio of our products available in those markets by growing our distribution
network. Our success is dependent on our ability to successfully appoint new distributors to expand our network and effectively
manage our existing distribution network. Further, we may also face disruptions in the delivery of our products for reasons beyond
our control, including poor handling by distributors of our products, transportation bottlenecks, natural disasters and labour issues,
which could lead to delayed or lost deliveries.

Competition

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The dairy products industry in India is highly competitive, especially the markets for pasteurized milk, UHT milk, flavoured milk,
curd and ice cream. These products are experiencing rapid development and increasing competition. We currently compete, and
in the future will continue to compete, with large multinational companies as well as regional and local companies and dairy co-
operatives in each of the regions in which we operate. We compete not only with widely advertised and established branded
products, but also with non-premium dairy producers as well as private and economy brand products that are generally sold at
lower prices. Many of our competitors may have substantially greater financial and other resources and may be better established
with greater brand recognition than us.

The expansion of our retail consumer business in existing and new markets is dependent on our ability to introduce distinctive
brands, packaging and products that differentiate us from our competitors. Some of our competitors have used, and we expect
them to continue to use, greater amounts of incentives and subsidies for distributors and retailers and more advanced processes
and technologies. In addition, significant increase in advertising expenditures and promotional activities by our competitors may
require us to similarly increase our marketing expenditure for our growing retail consumer business and engage in effective pricing
strategies.

Changing consumer preferences

The dairy industry in India is evolving and consumers may be tempted to shift their choices and preferences when new products
are launched or various marketing and pricing campaigns of different brands are introduced. Our future growth depends on our
ability to continue to increase our revenues and margins from our dairy based value added products (“VAPs”). While we believe
our current VAPs are in line with changing consumer preferences, our growth would be dependent on our ability to respond to
such changing consumer preferences more effectively and successfully. The success of our VAPs depend on our ability to
accurately anticipate the tastes and dietary habits of consumers and to offer products that appeal to their preferences and fall within
a price range acceptable to them.

Tax incentives

We are currently entitled to certain governmental tax incentives. These incentives are available to our Company under sections
32, 32AD and 80IB of the Income Tax Act. Under section 32AD of the Income Tax Act, we will be entitled to claim a deduction
of a sum equal to fifteen per cent of the actual cost of assets acquired and installed during the year if we set up a processing plant
and acquire and install any new asset for the purpose of the processing plant in a backward area notified by the GoI (which
currently includes the state of Telangana and Andhra Pradesh) between April 1, 2015 and April 1, 2020. Under section 32 of the
Income Tax Act, we are entitled to an additional depreciation for any new plant and machinery installed after March 31, 2015 in
such backward areas. Under section 80IB of the Income Tax Act, we are entitled to claim a deduction with respect to our processing
plants deriving profit from the business of processing, preservation and packaging of dairy products. The amount of deduction
available is 100% of the profits and gains derived from such processing plants, for first five years and 30% of the profits and gains
for next five years, in such a manner that total period of deduction does not exceed ten consecutive years. Any changes in the tax
measures may have an impact on our revenues and profitability.

Our Critical Accounting Policies (as per our consolidated Ind AS financial statements)

Basis of consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct
the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

The Group combines the financial statements of the parent and of its subsidiaries line by line adding together like items of assets,
liabilities, equity, income and expenses. Inter-Company transactions, balances and unrealised gains on transactions between Group
Companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.

Non - controlling interests (NCI)

NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition.

Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Associates
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Associates are all entities over which the Group has significant influence but not control or joint control over the financial and
operating policies.

Interests in associates are accounted for using the equity method. They are initially recognised at cost which includes transaction
cost. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and other
comprehensive income of equity accounted investees until the date on which significant influence ceases.

Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the
Group’s share of the post-acquisition profits or losses of the investee in profit and loss, and the Group’s share of other
comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint
ventures are recognised as a reduction in the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other
unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the other entity.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are
eliminated. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to
the extent of the Group’s interest in the Investee. Unrealised losses are eliminated in the same way as unrealised gains, but only
to the extent that there is no evidence of impairment.

Subsidiaries and associate companies considered in the consolidated financial statements:

Name of the Company Country of Ownership interest (in %)

incorporation March 31, March 31, March 31, March 31, March 31,
2018 2017 2016 2015 2014
Subsidiary companies:
Dodla Holdings Pte Limited Singapore 100.00 100.00 100.00 100.00 -

Lakeside Dairy Limited Uganda 100.00 100.00 100.00 100.00 -

Dodla Dairy Kenya Limited Kenya 80.00 - - - -

Dodla Singapore Pte Limited Singapore - - - - 100.00

Associates:
Global VetMed Concepts India 47.94 47.94 47.94 - -
Private Limited
Abyssinia Bharat Food Parks Ethiopia - - - - 34.02
PLC

Principles of consolidation

These consolidated financial statements have been prepared by consolidation of the financial statements of the Company and its
subsidiaries on a line-by-line basis after fully eliminating the intercompany transactions.

Significant Accounting Policies

(a) Property, plant and equipment

(1) Recognition and measurement

Items of property, plant and equipment, are measured at cost (which includes capitalised borrowing costs, if any) less
accumulated depreciation and accumulated impairment losses, if any.

Cost of an item of property, plant and equipment includes its purchase price, duties, taxes, after deducting trade discounts
and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated
costs of dismantling and removing the item and restoring the site on which it is located.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials, direct labour and
any other costs directly attributable to bringing the item to its intended working condition and estimated costs of
dismantling, removing and restoring the site on which it is located, wherever applicable.

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 If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as
separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit or loss.

(2) Transition to Ind AS

On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and
equipment recognised as on 1 April 2016, measured as per the previous GAAP, and use that carrying value as the deemed
cost of such property, plant and equipment (refer note 53).

(3) Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the
expenditure will flow to the Group.

(4) Depreciation

Depreciation on tangible assets (other than for those class of assets specifically mentioned below) is calculated on a
straight-line basis as per the useful lives prescribed and in the manner laid down under Schedule II to the Companies Act,
2013 and additions and deletions are restricted to the period of use. If the Management’s estimate of the useful life of a
fixed asset is different than that envisaged in the aforesaid Schedule, depreciation is provided based on the Management’s
estimate of the useful life. Pursuant to this policy, depreciation on the following class of fixed assets has been provided
at the rates based on the following useful lives of fixed assets as estimated by Management which is different from the
useful life prescribed under Schedule II of the Companies Act, 2013:

Asset* Useful life Useful life prescribed under

Schedule II
Laboratory equipment 3 years 10 years
Temporary Structures 1 years 3 years

Freehold land is not depreciated.

*for these class of assets, the Management believes, based on technical evaluation carried out by them internally, that
the useful life as given above best represent the period over which the Management expects to use these assets. Hence,
the useful life for these assets is different from the useful life as in Schedule II of the Act.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year-end and adjusted prospectively, if appropriate.

(5) Capital work-in-progress

Capital work-in-progress includes cost of property, plant and equipment under installation/ under development as at the
balance sheet date.

(b) Biological assets

Biological assets i.e. living animals, are measured at fair value less cost to sell. Costs to sell include the minimal
transportation charges for transporting the cattle to the market but excludes finance costs and income taxes. Changes in
fair value of livestock are recognised in the statement of profit and loss. Costs such as vaccination, fodder and other
expenses are expensed as incurred. The animals reared from conception (calf) and heifers are classified as 'immatured
biological assets' until the animals become productive. All the productive animals are classified as "matured biological
assets".

(c) Impairment

(1) Financial assets

The Group recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not
fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is
measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an
amount equal to the 12 month ECL, unless there has been a significant increase in credit risk from initial recognition in
which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to
adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an
impairment gain or loss in profit or loss.
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(2) Non -financial assets

Intangible assets and property, plant and equipment

Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual
asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such
cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered to be
impaired, the impairment to be recognised in the statement of profit and loss is measured as the amount by which the
carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the
statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The
carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed
the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no
impairment loss been recognised for the asset in prior years.

(d) Inventories

Inventories comprise of raw materials and packing materials, work-in-progress, finished goods, stock-in-trade and stores
and spares and are carried at the lower of cost and net realisable value. The cost of inventories is based on the weighted
average cost method and includes expenditure incurred in acquiring the inventories, production or conversion costs and
other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and
work-in-progress, cost includes an appropriate share of fixed production overheads based on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
and the estimated costs necessary to make the sale. The net realisable value of work-in-progress is determined with
reference to the selling prices of related finished products. The comparison of cost and net realisable value is made on an
item-by-item basis.

Raw materials, components and other supplies held for use in the production of finished products are not written down
below cost except in cases where material prices have declined and it is estimated that the cost of the finished products
will exceed their net realisable value.

Goods-in-transit are valued at cost which represents the costs incurred upto the stage at which the goods are in-transit.

(e) Revenue recognition

Revenue from sale of goods is recognised, when the significant risks and rewards of ownership have transferred to the
buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated
reliably, there is no continuing effective control over, or managerial involvement with, the goods, and the amount of
revenue can be measured reliably. Revenue from the sale of goods and sale of scrap is measured at the fair value of the
consideration received or receivable, exclusive of sales tax and net of sales return, trade discounts and volume rebates.

Revenue from service rendered is recognised in profit and loss in proportion to the stage of completion of the transaction
at the reporting date, based on the terms and conditions of the relevant agreement.

Dividend income is recognised when the Group's right to receive the payment is established, which is generally when
shareholders approve the dividend.

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR),
which is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the
financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest
income is included in other income in the statement of profit and loss.

(f) Earnings per share

Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the
weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing
the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also
the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity
shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date.
In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per
share or increases loss per share are included. The number of shares and potentially dilutive equity shares are adjusted
retrospectively for all periods presented for the share splits.

305
(g) Foreign currencies

Transactions in foreign currencies are initially recorded by the Group at their functional currency spot rates at the date
the transaction. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency
spot rates of exchange at the reporting date. Exchange differences that arise on settlement of monetary items or on
reporting at each balance sheet date of the Group’s monetary items at the closing rates are recognised as income or
expenses in the period in which they arise. Non-monetary items which are carried at historical cost denominated in a
foreign currency are reported using the exchange rates at the date of transaction. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

(h) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be
received and the Group will comply with all attached conditions. Government grants relating to income are deferred and
recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate
and presented within other income. Government grants relating to the purchase of property, plant and equipment are
included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the
expected lives of the related assets and presented within other income.

(i) Income tax

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a
business combination or to an item recognised directly in equity or in other comprehensive income.

(1) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment
to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the
tax amount expected to be paid or received after considering the uncertainty, if any related to income taxes. It is measured
using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

(2) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised
in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:

- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss at the time of transaction.
- temporary differences related to investments in subsidiaries, associates and interests in joint ventures, when the
timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences
will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against
which they can be used.

Deferred tax assets recognised or unrecognised are reviewed at each reporting date and are recognised / reduced to the
extent that it is probable / no longer probable respectively that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability
is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

The Group offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities,
where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

(j) Borrowing costs

Borrowing costs directly attributable to the acquisition or construction of those property, plant and equipment which
necessarily takes a substantial period of time to get ready for their intended use are capitalised. All other borrowing costs
are expensed in the period in which they incur in the statement of profit and loss.

(k) Provisions and contingent liabilities

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(1) General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of
profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.

(2) Contingent liabilities

A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may
probably not require an outflow of resources. When there is a possible or a present obligation where the likelihood of
outflow of resources is remote, no provision or disclosure is made.

(3) Onerous contracts

Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the
contract exceed the economic benefits expected to be received under it, are recognised when it is probable that an outflow
of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event
based on a reliable estimate of such obligation.

(l) Employee benefits

(1) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service
is provided. A liability is recognised for the amount expected to be paid e.g., under short-term cash bonus, if the Group
has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and
the amount of obligation can be estimated reliably.

(2) Share-based payment transactions

The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to
the awards. The amount recognised as expense is based on the estimate of the number of awards for which the related
service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an
expense is based on the number of awards that do meet the related service and non-market vesting conditions at the
vesting date.

(3) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a
separate entity and will have no legal or constructive obligation to pay further amounts. The Group makes specified
monthly contributions towards Government administered provident fund scheme. Obligations for contributions to defined
contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related
services are rendered by employees.

(4) Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net
obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future
benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value
of any plan assets.

The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit
method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value
of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the
plan (‘the asset ceiling’). In order to calculate the present value of economic benefits, consideration is given to any
minimum funding requirements.

307
 Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets
(excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in OCI. The Group
determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the
discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined
benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a
result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are
recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past
service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognised immediately in profit or
loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(5) Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits other than post-employment benefits is the amount
of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is
discounted to determine its present value, and the fair value of any related assets is deducted. The obligation is measured
on the basis of an annual independent actuarial valuation using the projected unit credit method. Remeasurements gains
or losses are recognised in profit or loss in the period in which they arise.

(m) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months
or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value. Where bank overdrafts/ cash credits which are repayable on demand form an integral part of an entity's cash
management, bank overdrafts are included as a component of cash and cash equivalents for the purpose of cash flow
statement. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(n) Cash flow statement

Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions
of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular
revenue generating (operating activities), investing and financing activities of the Group are segregated.

(o) Recent accounting pronouncements

Standards issued but not yet effective

On March 28, 2018, the Ministry of Corporate Affairs ("MCA") vide the Companies (Indian Accounting Standards)
Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Group has not applied as
they are effective for annual periods beginning on or after April 1, 2018:

1. Ind AS 115 - Revenue from Contracts with Customers

2. Ind AS 21 - The effect of changes in Foreign Exchange rates

Ind AS 115, Revenue from Contracts with Customers

Ind AS 115, establishes a comprehensive framework for determining whether, how much and when revenue should be
recognised. It replaces existing revenue recognition guidance, including Ind AS 18 Revenue, Ind AS 11 Construction
Contracts and Guidance Note on Accounting for Real Estate Transactions. Ind AS 115 is effective for annual periods
beginning on or after 1 April 2018 and will be applied accordingly.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligation in contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
308
 The Company has completed an initial assessment of the potential impact of the adoption of Ind AS 115 on accounting
policies followed in its financial statements. The quantitative impact of adoption of Ind AS 115 on the financial statements
in the period of initial application is not reasonably estimable as at present.

Ind AS 21 – The effect of changes in Foreign Exchange rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration
in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange
rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are
multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company
has completed an initial assessment of the potential impact of the amendment on the financial statements. There is no
material impact of adoption of clarification on the financial statements.

Principal Components of our Statement of Profit and Loss

The following descriptions set forth information with respect to the key components of our Restated Consolidated Financial
Information.

Our Income

Revenue from Operations

Our revenue from operations primarily consists of sale of goods which consists of sale of finished goods and sale of traded goods.

Sale of finished goods consists of sale of processed milk and our dairy based VAPs. Sale of traded goods consists of (i) sale of
UHT milk which was manufactured on our behalf by third party manufacturers and sold by us for our Indian operations till fiscal
2016; (ii) sale of processed milk and our dairy based value added products by DDKL to it’s customers; (iii) sale of services which
consists of conversion service charges for SMP; and (iv) other operating income which consists of sale of scrap of film, cans,
crates and other plastic items.

Other Income

The key components of our other income are fair value gain on financial assets measured at fair value through profit and loss,
changes in fair value of biological assets, amortization of government grant etc.

Our Expenditure

Our expenses primarily consist of the following:

 Cost of materials consumed primarily consists of purchase of raw milk, SMP, flavor and packing materials etc;

 Purchases of stock-in-trade consists of purchase of UHT milk which was manufactured on our behalf by third party
manufacturers and sold by us for our Indian operations till fiscal 2016.

 Changes in inventories of finished goods, stock-in-trade and work-in-progress are an adjustment of the opening and
closing stock of finished goods, work-in-progress and stock-in-trade at the end of the fiscal;

 Employee benefit expense consists of salary, wages and bonus, employee share based payment expenses, contribution to
provident and other funds, expenses related to post-employment defined benefit plans and staff welfare expenses;

 Depreciation and amortisation expense comprises of depreciation expenses for all existing and new property, plant and
equipment added during the year. Amortisation expenses primarily includes amortisation of software licenses;

 Finance costs includes interest expense on loan from banks, other interest costs and other borrowing costs; and

 Other expenses primarily includes expenses on power and fuel, consumption of stores and spares, freight inward and
handling, repairs and maintenance, travelling and conveyance, rates and taxes, insurance, legal and professional charges,
rent, security expenses, distribution expenses, sales promotion expenses, advertisement and freight and forwarding etc.

Our Income Tax Expenses

Elements of our income tax expenses are as follows:

309
 Current tax: Our current tax is the amount of tax payable based on the taxable profit for the period as determined in
accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961

 Deferred tax: Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.

Other Comprehensive Income

The other comprehensive income consists of (i) all the items of income and expense that will be reclassified subsequently to the
statement of profit or loss which consists of foreign currency translation reserves; and (ii) items that will not be reclassified
subsequently to the statement of profit or loss which consists of remeasurement of the net defined benefit obligation and income
tax relating to items.

Total Comprehensive Income for the period

Total comprehensive income for the year consists of profit for the year and total other comprehensive income.

Our Results of Operations

The following table sets forth a breakdown of our restated consolidated results of operations for fiscal 2018, fiscal 2017 and fiscal
2016 and each item as a percentage of our total income for the periods indicated.

Fiscal 2018 Fiscal 2017 Fiscal 2016 (Proforma)

(%) of (%) of (%) of
Particulars
` in million Total ` in million Total ` in million Total
Income Income Income

Revenue from operations 15,904.75 99.59 14,400.44 99.49 12,009.01 99.50

Other income 65.38 0.41 73.26 0.51 60.06 0.50
Total income 15,970.13 100.00 14,473.70 100.00 12,069.07 100.00

Expenses
Cost of materials consumed 12,744.26 79.80 11,155.78 77.08 8,925.43 73.95
Purchases of stock-in-trade - - - - 27.46 0.23
Change in inventories of finished goods, stock (427.22) (2.68) 198.53 1.37 284.50 2.36
in trade and work in progress
Employee benefit expense 649.79 4.07 549.93 3.80 489.14 4.05
Depreciation and amortisation expense 268.56 1.68 190.35 1.31 159.47 1.32
Finance cost 99.70 0.62 78.04 0.54 108.17 0.90
Other expenses 1,824.28 11.42 1,620.54 11.20 1,323.68 10.97
Total expenses 15,159.37 94.92 13,793.17 95.30 11,317.85 93.78

Profit before tax 810.76 5.08 680.53 4.70 751.22 6.22

Income tax expense

(i) Current tax 186.04 1.17 184.27 1.27 242.25 2.01
(ii) Deferred tax 81.37 0.51 30.95 0.22 (19.34) (0.16)
Total tax expense 267.41 1.68 215.22 1.49 222.91 1.85

Profit for the year (A) 543.35 3.40 465.31 3.21 528.31 4.37

Other Comprehensive Income

Items that will be reclassified subsequently to
the statement of profit or loss
Foreign currency translation reserve (2.78) (0.02) (32.77) (0.23) (13.50) (0.11)
Items that will not be reclassified subsequently
to the statement of profit or loss
Remeasurement of the net defined benefit 23.40 0.15 (4.13) (0.03) (2.75) (0.02)
obligation
Income tax relating to these items (8.10) (0.05) 1.43 0.01 0.95 0.01
Other comprehensive income for the year (B) 12.52 0.08 (35.47) (0.25) (15.30) (0.12)
Total comprehensive income for the year (A) 555.87 3.48 429.84 2.96 513.01 4.25
+ (B)

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Fiscal 2018 compared to Fiscal 2017

Total income: We had total income of `15,970.13 million in fiscal 2018, an increase of 10.34% over our total income of `14,473.70
million in fiscal 2017. This increase was mainly due to the following:

 Revenue from operations: Our revenue from operations increased by 10.45% from `14,400.44 million in fiscal 2017 to
`15,904.75 million in fiscal 2018. This increase was primarily due to the following factors:

o Our revenue from sale of finished goods increased by 9.40% from `14,393.32 million in fiscal 2017 to `15,746.54
million in fiscal 2018. The following is a region and product wise break up of our revenue from sale of finished
goods:

India

Our revenue from sale of finished goods increased by 8.99% from `14,092.84 million in fiscal 2017 to `15,359.62
million in fiscal 2018. This increase was due to the following:

 Our revenue from sale of processed milk increased by 15.35% from `9,423.91 million in fiscal 2017 to
`10,870.70 million in fiscal 2018. This was primarily due to an increase in (i) production due to operations
commencing in the new processing plant in Hyderabad; (ii) sales volume driven by our existing distributors
and distribution agents; (iii) the number of Dodla Retail Parlors from 166 as of March 31, 2017 to 192 as of
March 31, 2018; (iv) the number of locations to which our milk was sold; and (vii) the average sales price of
processed milk; and

 Our revenue from sale of dairy based VAPs decreased by 3.86% from `4,668.93 million in fiscal 2017 to
`4,488.92 million in fiscal 2018. This was primarily due to a decrease in sales of ghee by 32.30% from
`1,171.40 million in fiscal 2017 to `793.00 million in fiscal 2018, butter by 20.50% from `322.88 million in
fiscal 2017 to `256.70 million in fiscal 2018 and SMP by 64.02% from 262.69 million in fiscal 2017 to
`94.51 million in fiscal 2018 as (i) ghee prices and butter prices increased due to the implementation of the
goods and service tax; and (ii) withdrawal of SMP from the Kolkata market due to decline in the prices of
SMP globally. Our revenue from sale of curd increased by 13.54% from `2,670.56 million in fiscal 2017 to
`3,032.19 million in fiscal 2018.

The increase in revenue is also due to an increase in the number of distributors and distribution agents to whom our
products are sold from 3,263 as of March 31, 2017 to 3,873 as of March 31, 2018 and an increase in the number of
Dodla Retail Parlors from 166 as of March 31, 2017 to 192 as of March 31, 2018.

Africa

Our revenue from sale of finished goods increased by 28.77% from `300.48 million in fiscal 2017 to `386.92 million
in fiscal 2018. This increase was primarily due to an increase in the sales of extended shelf life milk by 34.60% from
`222.86 in fiscal 2017 to `299.98 million in fiscal 2018 and flavored curd (yogurt) by 29.01% from `69.38 million
in fiscal 2017 to `89.51 million in fiscal 2018.

 Other income: Our other income decreased by 10.76% from `73.26 million in fiscal 2017 to `65.38 in fiscal 2018. This
decrease was primarily due to a decrease in dividend income from current investment from `19.56 million in fiscal 2017
to `3.90 million in fiscal 2018 which was partially offset by an increase in fair value gain on financial assets measured at
fair value through profit and loss from `26.83 million in fiscal 2017 to `32.51 million in fiscal 2018.

Total expenses: Our total expenses was `15,159.37 million in fiscal 2018, an increase of 9.90% over our total expenses of
`13,793.17 million in fiscal 2017. This increase was mainly due to the following factors:

 Cost of materials consumed: Our cost of materials consumed totaled to `12,744.26 million in fiscal 2018, an increase of
14.24% over `11,155.78 million in fiscal 2017. The increase was due to an increase in the (i) production of processed milk
and dairy based value added products; (ii) price of procurement of raw milk; and (iii) cost of packing materials.

 Change in inventories of finished goods, stock-in-trade and work-in-progress: Change in inventories of finished goods,
stock-in-trade and work-in-progress was a decrease of `427.22 million in fiscal 2018, as compared to an increase of `198.53
million in fiscal 2017. This was primarily due to a build up of inventory of ghee and butter as the prices increased with the
implementation of the goods and services tax. Therefore the sales of ghee and butter declined.

 Employee benefit expense: Our employee benefit expense totaled `649.79 million in fiscal 2018, an increase of 18.16%
over `549.93 million in fiscal 2017. This increase was primarily due to a 16.91% increase in salaries, wages and bonus
311
 from `494.83 million in fiscal 2017 to `578.50 million in fiscal 2018. This was due to an increase in employees in the
corresponding period primarily due to the commencement of operations of the Hyderabad processing plant and a revision
in salaries, wages and bonus.

 Depreciation and amortisation expense: Our depreciation and amortisation expenses totaled `268.56 million in fiscal 2018,
an increase of 41.09% over depreciation and amortisation expenses of `190.35 million in fiscal 2017. This increase was
primarily due to an increase in our property, plant and equipment base consequent to commencement of operations of our
Hyderabad processing plant, establishment of new chilling centres and purchase of GPRS enabled milk analysers.

 Finance cost: Our finance cost totaled `99.70 million in fiscal 2018, an increase of 27.75% over our finance cost of `78.04
million in fiscal 2017. This increase was primarily due to an increase in interest expense on loan from banks from `72.87
million in fiscal 2017 to `98.45 million in fiscal 2018. This was primarily due to the increase in interest on our term loans
due to the commissioning of our Hyderabad processing plant and an increase in the average working capital loans.

 Other expenses: Our other expenses totaled `1,824.28 million in fiscal 2018, an increase of 12.57% over other expenses of
`1,620.54 million in fiscal 2017. This increase was primarily due to an increase in (i) distribution expenses from `349.33
million in fiscal 2017 to `440.55 million in fiscal 2018; (ii) freight inward and handling from `353.06 million in fiscal 2017
to `397.89 million in fiscal 2018; (iii) power and fuel from `235.46 million in fiscal 2017 to `279.08 million in fiscal 2018;
and (iv) consumption of stores and spare parts from `108.78 million in fiscal 2017 to `134.76 million in fiscal 2018 which
was partially offset by a decrease in (i) freight and forwarding from `176.45 million in fiscal 2017 to `152.30 million in
fiscal 2018; and (ii) advertisement expenses from `75.44 million in fiscal 2017 to `51.36 million in fiscal 2018. The
increase in other expenses was due to an increase in our installed capacities and capacity utilization which resulted in an
increase in the volume and sale of our products.

Profit before tax: As a result of the factors outlined above, our profit before tax increased by 19.14% from `680.53 million in
fiscal 2017 to `810.76 million in fiscal 2018.

Income Tax expense.

 Current tax: We recorded a current tax of `186.04 million for fiscal 2018, an increase of 0.96% from `184.27 million for
fiscal 2017. This increase was primarily due to an increase in profit before tax which was offset by an increase in deduction
claimed under section 80IB of the Income Tax Act and deduction claimed under section 32AD of the Income Tax Act.

 Deferred tax: We recorded a deferred tax of `81.37 million for fiscal 2018 as compared to a deferred tax of `30.95 million
for fiscal 2017. This increase was primarily due to utilisation of deferred tax asset created in earlier years on brought
forward losses by Lakeside Dairy Ltd as it recorded a profit in fiscal 2018 as compared to a loss in fiscal 2017 and an
increase in the depreciation and amortisation expense due to the increase in our fixed assets base.

Profit for the year: As a result of the factors outlined above, our profit for the year increased by 16.77% from `465.31 million in
fiscal 2017 to `543.35 million in fiscal 2018.

Total Other Comprehensive Income: We recorded a total other comprehensive income of `12.52 million in fiscal 2018 as compared
to a total other comprehensive loss of `35.47 million in fiscal 2017. This was primarily due to effects of foreign currency translation
reserve which will be subsequently reclassified to the statement of profit or loss and re-measurement of the net defined benefit
obligation.

Total comprehensive income for the year: As a result of the factors outlined above, our total comprehensive income for the year
increased by 29.32% from `429.84 million in fiscal 2017 to `555.87 million in fiscal 2018.

Fiscal 2017 compared to Fiscal 2016

Total income: We had total income of `14,473.70 million in fiscal 2017, an increase of 19.92% over our total income of `12,069.07
million in fiscal 2016. This increase was mainly due to the following:

 Revenue from operations: Our revenue from operations increased by 19.91% from `12,009.01 million in fiscal 2016 to
`14,400.44 million in fiscal 2017. This increase was primarily due to the following factors:

o Our revenue from sale of finished goods increased by 20.22% from `11,972.16 million in fiscal 2016 to `14,393.32
million in fiscal 2017. The following is a region and product wise break up of our revenue from sale of finished
goods:

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 India

Our revenue from sale of finished goods increased by 19.65% from `11,778.84 million in fiscal 2016 to `14,092.84
million in fiscal 2017. This increase was due to the following:

 Our revenue from sale of processed milk increased by 14.80% from `8,208.91 million in fiscal 2016 to
`9,423.91 million in fiscal 2017. This was primarily due to an increase in (i) the number of locations to which
our milk was sold; (ii) the average sales price of processed milk; and (iii) increase in sales volumes by existing
distributors and distribution agents;

 Our revenue from sale of dairy based VAPs increased by 30.78% from `3,569.93 million in fiscal 2016 to
`4,668.93 million in fiscal 2017. This increase was primarily due to an increase in the sale of curd by 23.96%
from `2,154.44 million in fiscal 2016 to `2,670.56 million in fiscal 2017 coupled with an increase in the
average sales price of curd.

Revenue from processed milk and dairy based VAPsalso increased due to an increase in the number of distributors
and distribution agents to whom our products are sold from 3,053 as of March 31, 2016 to 3,263 as of March 31,
2017 and an increase in the number of Dodla Retail Parlors from 47 as of March 31, 2016 to 166 as of March 31,
2017.

Africa

Our revenue from sale of finished goods increased by 55.43% from `193.32 million in fiscal 2016 to `300.48 million
in fiscal 2017. This increase was primarily due to an increase in the sales of extended shelf life milk by 85.95% from
`119.85 in fiscal 2016 to `222.86 million in fiscal 2017.

 Other income: Our other income increased by 21.98% from `60.06 million in fiscal 2016 to `73.26 in fiscal 2017. This
increase was primarily due to an increase in fair value gain on financial assets measured at fair value through profit and
loss from `11.57 million in fiscal 2016 to `26.83 million in fiscal 2017.

Total expenses: Our total expenses was `13,793.17 million in fiscal 2017, an increase of 21.87% over our total expenses of
`11,317.85 million in fiscal 2016. This increase was mainly due to the following factors:

 Cost of materials consumed: Our cost of materials consumed totaled to `11,155.78 million in fiscal 2017, an increase of
24.99% over `8,925.43 million in fiscal 2016. The increase was due to an increase in the (i) production of processed milk
and dairy based VAPs; (ii) price of procurement of raw milk; and (iii) cost of packing materials.

 Purchase of stock-in-trade: Our purchase of stock-in-trade was `27.46 million in fiscal 2016. No purchase of stock-in-trade
was recorded in fiscal 2017.

 Change in inventories of finished goods, stock-in-trade and work-in-progress: Change in inventories of finished goods,
stock-in-trade and work-in-progress totaled to `198.53 million in fiscal 2017 as compared to `284.50 million in fiscal 2016.
This was primarily due to availability of more raw milk which resulted in an increase in our procurement operations. This
increase in our procurement operations resulted in less consumption from our inventory.

 Employee benefit expense: Our employee benefit expense totaled `549.93 million in fiscal 2017, an increase of 12.43%
over `489.14 million in fiscal 2016. This increase was primarily due to a 12.28% increase in salaries, wages and bonus
from `440.70 million is fiscal 2016 to `494.83 million in fiscal 2017. This was due to an increase in employees in the
corresponding period and a revision in salaries, wages and bonus.

 Depreciation and amortisation expense: Our depreciation and amortisation expenses totaled `190.35 million in fiscal 2017,
an increase of 19.36% over depreciation and amortisation expenses of `159.47 million in fiscal 2016. This increase was
primarily due to an increase in our property, plant and equipment base consequent to the (i) capital expenditure towards
plant and machinery for our processing plants at Hyderabad, Palamaner and Dharmapuri; (ii) capitalization of our
Registered and Corporate Office; and (iii) purchase of milk analysers.

 Finance cost: Our finance cost totaled `78.04 million in fiscal 2017, a decrease of 27.85% over our finance cost of `108.17
million in fiscal 2016. This decrease was primarily due to a decrease in interest expense on loan from banks from `96.94
million in fiscal 2016 to `72.87 million in fiscal 2017 due to the reduction in our average working capital borrowings.

 Other expenses: Our other expenses totaled `1,620.54 million in fiscal 2017, an increase of 22.43% over other expenses of
`1,323.68 million in fiscal 2016. This increase was primarily due to an increase in (i) distribution expenses from `270.54
million in fiscal 2016 to `349.33 million in fiscal 2017; (ii) freight inward and handling from `279.45 million in fiscal 2016
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 to `353.06 million in fiscal 2017; (iii) power and fuel from `187.86 million in fiscal 2016 to `235.46 million in fiscal 2017;
(iv) consumption of stores and spare parts from `89.21 million in fiscal 2016 to `108.78 million in fiscal 2017; (v) freight
and forwarding from `156.80 million in fiscal 2016 to `176.45 million in fiscal 2017; and (vi) advertisement expenses from
`39.49 million in fiscal 2016 to `75.44 million in fiscal 2017. The increase in other expenses was due to an increase in our
installed capacities and capacity utilization which resulted in an increase in the volume and sale of our products.

Profit before tax: As a result of the factors outlined above, our profit before tax decreased by 9.41% from `751.22 million in fiscal
2016 to `680.53 million in fiscal 2017.

Income Tax expense.

 Current tax: We recorded a current tax of `184.27 million for fiscal 2017, a decrease of 23.93% from `242.25 million for
fiscal 2016. This increase was primarily due to the decrease in profit before tax.

 Deferred tax: We recorded a deferred tax charge of `30.95 million for fiscal 2017 as compared to a deferred tax credit of
`19.34 million for fiscal 2016. This increase was primarily due to an increase in the depreciation and amortization expense
due to the increase in our property, plant and equipment base.

Profit for the year: As a result of the factors outlined above, our profit for the year decreased by 11.93% from `528.31 million in
fiscal 2016 to `465.31 million in fiscal 2017.

Total Other Comprehensive Income: We recorded a total other comprehensive loss of `35.47 million in fiscal 2017 as compared
to a total other comprehensive loss of `15.30 million in fiscal 2016. This was primarily due to losses from foreign currency
translation reserves which will be subsequently classified to profit or loss.

Total comprehensive income for the year: As a result of the factors outlined above, our total comprehensive income for the year
decreased by 16.21% from `513.01 million in fiscal 2016 to `429.84 million in fiscal 2017.

Liquidity and Capital Resources

Capital Requirements

For fiscals 2016, 2017 and 2018 we met our funding requirements, including capital expenditure, satisfaction of debt obligations,
investments, taxes, working capital requirements and other cash outlays, principally with funds generated from operations and
optimisation of operating working capital, with the balance principally met using external borrowings from banks.

The following table sets forth information on cash and cash equivalents as at the dates indicated:

As at March 31
Particulars 2018 2017 2016
(in ` million)
Cash and cash equivalents 139.17 111.62 118.19

The following table sets forth certain information concerning our cash flows for the periods indicated:

Fiscal 2018 Fiscal 2017 Fiscal 2016

Particulars
(in `million)
Net cash generated from operating activities 860.96 609.73 1,231.34
Net cash used in investing activities (657.11) (791.12) (932.98)
Net cash (used in) / generated from financing
(400.85) 191.72 (357.87)
activities

Net Cash Flow Generated From Operating Activities

For fiscal 2018, our net cash flow generated from operating activities was `860.96 million which primarily comprised of (i) profit
before income tax of `810.76 million which was adjusted for, primarily among other things, depreciation and amortisation expense
of `268.56 million, finance costs of `99.70 million offset by fair value gain on financial assets measured at fair value through
profit and loss, net of `32.51 million; (ii) changes in operating assets and liabilities; and (iii) income taxes paid, net. Changes in
operating assets and liabilities primarily included, inter-alia, increase in trade receivables of `21.75 million due to increased sales,
increase in inventories of `488.92 million due to increase in our inventories as the stock of butter and ghee increased due to
implementation of goods and service tax, increase in trade payables and other financial liabilities of `169.48 million due a decrease
in other current and non-current assets of `224.35 million. Net cash used in operating activities also included income taxes paid,
net of `169.74 million.

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For fiscal 2017, our net cash flow generated from operating activities was `609.73 million which primarily comprised of (i) profit
before income tax of `680.53 million which was adjusted for, primarily among other things, depreciation and amortisation expense
of `190.35 million, finance costs of `78.04 offset by fair value gain on financial assets measured at fair value through profit and
loss, net of `26.83 million and dividend income from investment in mutual funds of `19.56 million; (ii) changes in operating
assets and liabilities; and (iii) income taxes paid, net. Changes in operating assets and liabilities primarily included, inter-alia,
increase in other current and non-current assets of `263.75 million, increase in trade payables and other financial liabilities due to
an increase in the procurement of raw milk coupled with an increase in the price of raw milk of `100.33 million primarily due to
(i) an increase in the procurement of raw milk; and (ii) an increase in advances given for SMP. Net cash used in operating activities
also included income taxes paid, net of `218.64 million.

For fiscal 2016, our net cash flow generated from operating activities was `1,231.34 million which primarily comprised of (i)
profit before income tax of `751.22 million which was adjusted for, primarily among other things, depreciation and amortisation
expense of `159.47 million, finance costs of `108.17 offset by dividend income from investment in mutual funds of `23.03 million;
(ii) changes in operating assets and liabilities; and (iii) income taxes paid, net. Changes in operating assets and liabilities primarily
included, inter-alia, a decrease in inventories of `519.27 million due to bulk sales of ghee and butter and consumption of SMP.
Net cash used in operating activities also included income taxes paid, net of `341.99 million.

Net Cash Used In Investing Activities

For fiscal 2018, our net cash used in investing activities was `657.11 million which primarily comprised of payments for property,
plant and equipment and intangible assets of `717.33 million (primarily comprising of plant and machinery of `265.23 million,
building of `145.24 million and land of `138.25 million) and purchase of mutual funds of `445.57 million which was offset by
the proceeds from the sale of mutual funds of `492.85 million.

For fiscal 2017, our net cash used in investing activities was `791.12 million which primarily comprised of payments for property,
plant and equipment and intangible assets of `802.39 million (primarily comprising of plant and machinery of `407.23 million,
buildings of `244.73 million and land of `38.93 million) and purchase of mutual funds of `260.88 million which was offset by
the proceeds from the sale of mutual funds of `245.00 million.

For fiscal 2016, our net cash used in investing activities was `932.98 million which primarily comprised of payments for property,
plant and equipment and intangible assets of `947.39 million (primarily comprising of capital work in progress of `315.42 million,
land of `143.73 million, plant and machinery of `131.54 million and building of `112.55 million) and purchase of mutual funds
of `346.20 million which was offset by the proceeds from the sale of mutual funds of `332.33 million.

Net Cash (Used in) / Generated from Financing Activities

For fiscal 2018, our net cash used in financing activities was `400.85 million which primarily comprised of repayment of short
term borrowings, net of `250.00 million, finance costs paid of `103.81 million and repayment of long term borrowings to banks
of `72.82 million offset by the receipt of government grant of `25.78 million.

For fiscal 2017, our net cash generated from financing activities was `191.72 million which primarily comprised of receipt of
short term borrowings, net of `275.00 million, receipt of long term borrowings from banks of `70.00 million partially offset by
finance costs paid of `99.64 million and repayment of long term borrowings of `54.07 million.

For fiscal 2016, our net cash used in financing activities was `357.87 million which primarily comprised of repayment of short
term borrowings, net of `421.50 million, finance costs paid of `108.59 million and dividend paid (including dividend distribution
tax) of `98.54 million offset by the receipt of long term borrowings from banks of `300.00 million

Capital Expenditures

Our capital expenditures are mainly related to our Hyderabad processing plant.

The table below provides details of our net cash outflow on capital expenditures for the periods stated on a restated consolidated
basis.

Fiscal 2018 Fiscal 2017 Fiscal 2016

Particulars
(in ` million)
Payments for property, plant and equipment
717.33 802.39 947.39
and intangible assets

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Planned Capital Expenditures

Our planned capital expenditures for fiscal 2019 to be used for the expansion of our current processing plants, establishment of
new processing plants and chilling centres and purchase of GPRS analysers. We estimate our planned capital expenditure to be
approximately `1,166.10 million.

The anticipated source of funding for our planned capital expenditures is combination of cash from our operations and financial
assistance from scheduled commercial banks and financial institutions. For further information see “Objects of the Offer” on page
81

Indebtedness

As of June 30, 2018, we had fund and non-fund based borrowings. For further details see “Financial Indebtedness” on page 319.

Contractual Obligations

The table below sets forth, as of March 31, 2018, we had contractual obligations with definitive payment terms. These obligations
primarily relate to contracts entered into for the expansion of our installed capacities.

As at March 31, 2018

Carrying value Total Less than 1 More than 1
Particulars
year year
(in ` million)
Trade payables 631.51 631.51 631.51 -
Borrowings 1,258.13 1,310.69 1,062.04 248.65
Other financial liabilities 225.32 225.32 225.32 -

Contingent Liabilities

As of March 31, 2018, we had the following contingent liabilities that had not been provided for:

As at
Particulars March 31, 2018
(` Million)
Income tax matters 0.99
Indirect tax matters 6.44
Total 7.43

Our contingent liabilities may become actual liabilities. In the event that any of our contingent liabilities become non-contingent,
our business, financial condition and results of operations may be adversely affected. Furthermore, there can be no assurance that
we will not incur similar or increased levels of contingent liabilities in the current fiscal year or in the future.

Off-Balance Sheet Transactions

We have not entered into any off balance sheet transactions.

Market Risks

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Group's
income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters, while optimising the return.

Commodity Price Risk

We are exposed to fluctuations in the price of raw milk, processed milk and our dairy based value added products. The market
price of these commodities fluctuate due to certain factors, such as government policy and level of demand and supply in the
market. Therefore, fluctuations in the prices of raw milk, processed milk and our dairy based value added products may have a
significant effect on our business, results of operations and financial condition.

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Interest Rate Risk

We have floating rate and marginal cost of fund based lending rate indebtedness with banks and thus are exposed to market risk
as a result of changes in interest rates. Upward fluctuations in interest rates increase the cost of both existing and new debt. We
monitor the movement of interest rates on an ongoing basis.

Exchange Rate Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. We transact business primarily in Indian Rupees, U.S. dollars and Euro. We have foreign currency trade payables
and receivables in relation to our overseas operations and are therefore exposed to foreign exchange risk. Certain of our
transactions act as a natural hedge as a portion of both our assets and liabilities are denominated in similar foreign currencies. For
the remaining exposure to foreign exchange risk we adopt a policy of selective hedging based on the risk perception of our
management.

Liquidity risk

Liquidity risk is the risk that we will encounter difficulties in meeting the obligations associated with our financial liabilities that
are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, to the extent possible,
that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to our reputation. We manage liquidity risk by maintaining adequate reserves,
banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching
the maturity profiles of financial assets and liabilities.

Credit risk

We are exposed to credit risk from our operating activities, primarily from trade receivables. We typically extend credit terms of
less than one day to our distributors. If the counterparties do not pay promptly, or at all, we may have to make provisions for or
write-off such amounts. As of March 31, 2018, 2017 and 2016, our net trade receivables on a restated consolidated basis were
`36.05 million, `14.28 million and `20.37 million, respectively. As at fiscals 2018, 2017 and 2016 our provision for doubtful
debts were `0.45 million, `1.33 million and `4.00 million, respectively.

Inflation Risk

In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact
on our business and results of operations, inflation generally impacts the overall economy and business environment and hence
could affect us.

Total turnover of each major industry segment in which our Company operated

We are engaged in the business of processing and selling milk and dairy based VAPs. We review the economic performance of
processed milk and dairy based VAPs. For the purpose of reporting the operating segments, all the two segments have been
aggregated as a single reporting segment under the provisions of Ind AS 108 'Operating Segments' as the nature of products, the
production and distribution process, class of customers and the regulatory environment is similar for all the segments.

Unusual or Infrequent Events or Transactions

Except as described in this Draft Red Herring Prospectus, there have been no events or transactions to our knowledge that have in
the past or may in the future affect our business operations or financial performance which may be described as “unusual” or
“infrequent”.

Known Trends or Uncertainties

Other than as described in “Risk Factors” and this “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” on pages 14 and 300, respectively, to our knowledge there are no known trends or uncertainties that have or had
or are expected to have a material adverse impact on our revenues or income from continuing operations.

Future Relationships Between Expenditure and Income

Other than as described in “Risk Factors” on page 14 and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 300, to our knowledge there are no known factors which we expect will have a material adverse
impact on our operations or finances.

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New Product or Business Segments

Other than as described in “Our Business” on page 136, there are no new products or business segments in which we operate /
intend to diversify.

Competitive Conditions

We expect competitive conditions in our industry to further intensify as new entrants emerge and as existing competitors seek to
emulate our business model and offer similar products. For further details, please refer to “Risk Factors” and “Our Business”
beginning on pages 14 and 136, respectively.

Significant Developments after March 31, 2018

To our knowledge, except as stated below and as otherwise disclosed in this Draft Red Herring Prospectus, there is no subsequent
development after the date of our financial statements contained in this Draft Red Herring Prospectus which materially and
adversely affects, or is likely to affect, our operations or profitability, or the value of our assets, or our ability to pay our material
liabilities within the next 12 months:

 Our Company has allotted 52,397,168 bonus Equity Shares to our Shareholders on July 17, 2018. For further details see
“Capital Structure” on page 69

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 FINANCIAL INDEBTEDNESS

Our Company has availed loans in the ordinary course of business for the purposes of expansion of its existing processing plants
to meet growing business opportunities, setting up of new processing plants, for incurring capital expenditure at some of our
processing plants, purchase of packing material, stores and spares and meeting working capital requirements. Our individual
Promoters, Dodla Sunil Reddy and Dodla Sesha Reddy have provided personal guarantees in relation to these loans.

In accordance with the Articles of Association and pursuant to a resolution passed by the Shareholders of our Company on July
17, 2018 our Board is authorised to borrow such sum or sums of money or monies for the purposes of the business of our Company
as may be required from time to time either in foreign currency and/ or in Indian rupees, on such terms and conditions and with or
without security as our Board may think fit, which together with the monies already borrowed by our Company, may exceed the
aggregate for the time being of the paid up capital of our Company and its free reserves, provided that the total amount of money/
monies so borrowed by our Board shall not at any time exceed the limit of `5,000 million.

Set forth below is a brief summary of our consolidated borrowings as of June 30, 2018:

Category of borrowing Sanctioned Amount (in `million) Outstanding amount (in `million) as on June 30, 2018
Term loans
Secured 1,340.00 291.88
Unsecured Nil -
Cash Credit Facilities - -
Working Capital Facilities 1,325.00 450.95
Foreign Currency Loans Nil Nil
Overdraft Facilities 500.00 166.20
Total 3,165.00 909.02
*As certified by M/s A Ramachandra Rao & Co, Chartered Accountants, through their certificate dated August 8, 2018

Principal terms of the borrowings availed by us:

1. Interest: The interest rate is typically the base rate as specified by the lender and a spread per annum. The interest spread
varies between different loans for different banks.

2. Tenor: The tenor of the term loans availed by us typically ranges from four and half years to seven years and the tenor
of the working capital facilities availed by is typically twelve months

3. Security: In terms of our borrowings where security needs to be created, we are typically required to:

a) create exclusive charges in favour of a lender on our fixed assets, create charges on our current assets and book
debts in favour of the lender and create security by way of hypothecation of our present and future fixed assets;

b) create pari-passu charges on some of our properties and plants and machinery; and

c) create equitable mortgage over some of our properties

Additionally, in certain cases the facilities may also require our individual Promoters to provide personal guarantees as
security.

The details above are indicative and there may be additional requirements for creation of security under the various
borrowing arrangements entered into by us.

4. Re-payment: The working capital facilities are typically repayable on demand or before the expiry of the tenure of the
working capital facility. However, in certain cases, our lenders may have a right to modify or cancel the facilities without
prior notice and require immediate repayment of all outstanding amounts. The term loan facilities availed by us are
repayable in 16 equal quarterly instalments.

5. Penalty: The loans availed by us contain provisions prescribing penalties for delayed payment or default in the repayment
obligations or for diversion of short term funds to long term funds. These penalties typically range from 1% p.a. to 2%
p.a.

6. Prepayment: Our Company may prepay part or full amount with notice and certain pre-payment charges as may be
applicable in accordance with the terms and conditions agreed upon with a specific lender. The prepayment charge is
typically 2% of the amount being prepaid.

7. Events of Default: Borrowing arrangements entered into by our Company contain standard events of default, including:

a) change in company’s shareholding structure;

319
 b) any material change in the management of its business;

c) any change in the ownership or control of our Company which may change the effective beneficial ownership
or control of our Company

d) change or amendment to the constitutional documents without the prior approval of the lender;

e) any change from the date of the agreement in the general nature or scope of our Company’s business, operations,
management or ownership of our Company, which, in the opinion of the lender, that could have a material
adverse effect; and

f) creation of any further charge on the fixed assets of our Company without prior approval of the lender.

The details above are indicative and there may be additional terms that may amount to an event of default under the various
borrowing arrangements entered into by us.

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 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as disclosed in this section, there are no (i) outstanding criminal proceedings, (ii) actions taken by statutory or regulatory
authorities, (iii) tax proceedings and (iv) material litigation, in each case, involving our Company, our Promoters, our
Subsidiaries, our Group Companies or our Directors.

For the purpose of material litigation in (iv) above, our Board has considered and adopted the following policy on materiality
with regard to outstanding litigation pursuant to board resolution dated July 13, 2018 to be disclosed by our Company in the
Draft Red Herring Prospectus:

(a) Criminal, tax proceedings and actions by statutory authorities/ regulatory authorities: All criminal and tax proceedings
and actions by statutory/ regualtory authorities involving the relevant parties shall be deemed to be material; and

(b) De minimis monetary threshold for civil litigation: Pending litigation involving the relevant parties, other than criminal
proceedings, statutory and regualtory actions and taxation matters, shall be considered material if the monetary amount
of the claim by or against the entity or person in any such proceeding exceeds 1% of the profit after tax of our Company
as per the last restated annual financial statements. For the purposes of disclsoure in the Draft Red Herring Prospectus,
it is clarified that the de minimis threshold for all outstanding civil litigation involving the relevant parties is `5.43
million. However, in the event of pending civil litigation wherein a monetary liability is not quantifiable, such litigation
shall be construed as material only in the event that the outcome of such litigation has a bearing on the operations,
performance, prospectus or reputation of our Company.

It is clarified that pre-litigation notices (other than those issued by governmental, statutory or regulatory authorities)
received by our Company, our Subsidiaries, our Directors, our Promoters or our Group Companies shall not be
considered as litigation until such time that any of our Company, our Subsidiaries, our Directors, our Promoters or our
Group Companies, as the case may be, is made a party to proceedings initiated before any court, tribunal or
governmental authority, or is notified by any governmental, statutory or regulatory authority of any such proceeding that
may be commenced.

Litigation involving our Company

I. Litigation against our Company

A. Criminal Proceedings

1. An inspection order dated June 20, 2017 (“Inspection Order”) was received by our Company from Deputy Chief Inspector
of Factories, Chittoor (“Complainant”) in relation to the death of a contract worker due to electrocution at our processing
plant situated at Palamaner (“Palamaner Unit”). The Inspection Order, inter alia, alleges a violation of Section 6 and
Section 41 of Factories Act and certain rules of the Andhra Pradesh Factories Rules, 1950 (“Factories Act and Rules”),
framed thereunder. The aforestated provisions and the Inspection Order, inter alia, relate to our Company having allegedly
not obtained all proper permissions to carry out milk processing at our Palamaner Unit and consequent to which the contract
worker died. Our Company replied to the Inspection Order on August 4, 2017 refuting the alleged violations of the Factories
Act and Rules and submitted that the deceased contract employee did not handle the electric equipment in a proper manner
which resulted in the electrocution. Subsequently a criminal complaint CC No 17/2018 dated September 6, 2017
(“Complaint”) has been filed by the Inspector of Factories, Chittoor (FAC) against the plant manager of the Palamaner
Unit and our Managing Director, Dodla Sunil Reddy, before the Court of the Judicial First Class Magistrate, Palamaner
(“Court”) for the alleged violations as stated in the Inspection Order. This case is currently pending.

2. An intimation for the testing of our curd sample and results of the testing were received from the Office of the Designated
Officer, District Health and Family Welfare Office, Chickaballapura District dated October 6, 2015 at our processing plant
situated at Nadimidoddi Palli, Morom Post, Palamaner, Chittor District (“Palamaner Unit”). The test report indicated that
our curd had a lesser fat content than as prescribed under the provisions of the FSSA. Our Company filed a reply to the test
report on October 28, 2015 wherein we requested for a re-analysis of the curd sample. Subsequently an order dated
December 6, 2016 was passed by the Additional District Officer, Chikkaballapura District levying a penalty of `0.2 million
on the manager of our Palamaner Unit, our Company and our Managing Director for the aforestated violations of the FSSA
(“Penalty Order”). Our Company has filed a writ petition number 17499/2018 before the High Court of Karnataka at
Bengaluru for quashing of the Penalty Order and have also prayed for granting an interim stay on the Penalty Order. The
matter is currently pending.

3. A criminal complaint bearing number CC 515/2010 was filed by Food Inspector, SPSR Nellore District, Nellore before the
Court of IV Additional Judicial First Class Magistrate, Nellore against an ex-manager of our Nellore processing plant and
our Company alleging that flavoured milk being sold by our Company does not conform to the standards prescribed under

321
 the Prevention of Food Adulteration Act, 1954 is being adulterated. The matter has been stayed pursuant to a petition filed
by the public prosecutor dated February 6, 2018 and is currently pending.

4. A criminal complaint bearing number 230/2011 has been filed by the Food Inspector, Jodhpur before the Chief Judicial
Magistrate, Jaisalmer (“Court”) against, inter alia, an employee working at our Company’s branch office situated at T/22
Krishi Mandi, Jodhpur and our Company for selling allegedly adultered ghee in violation of the Prevention of Food
Adulteration Act, 1954. The matter is currently pending.

5. A show cause notice dated October 10, 2017 was received from Assistant Labour Commissioner, Koppal (“Complainant”)
by, inter alia, our Company and our Managing Director for alleged failure to produce registers and documents maintained
under the provisions of the Minimum Wages Act, 1948, Equal Remuneration Act 1976 and the Contract Labour (Regulation
and Abolition) Act 1970. Subsequently criminal case numbers CC No. 62, 63 and 64/2018 were filed before the court of
Civil Judge and Judicial Magistrate First Class, Koppal (“Court”) for non-maintenance of inter alia, muster roll and annual
return as required under the provisions of the Minimum Wages Act, 1948. Our Company has received summons dated
January 27, 2018 for appearance in the Court and the matter is currently pending.

B. Material Outstanding Civil Litigation

1. A public interest litigation (“PIL”) 14288 of 2017 has been filed by R. Karthikeyan (“Complainant”) before the High
Court of Judicature at Madras (“High Court”) on June 6, 2017, against, amongst other private dairies, our Company
claiming adulteration of milk and violations of the FSSA and the rules framed thereunder and asking for random testing of
our milk by the health department, government of Tamil Nadu. This PIL followed a number of public statements made
against private dairies by K. T. Rajenthra Bhalaji, the then Minister for Dairy Development in the Government of Tamil
Nadu. The High Court directed concerned authorities from the Government of Tamil Nadu to file a status report on the
aforestated complaints of milk adulteration. Our Company was not named as being in violation of the FSSA. In light of
this, our Company, along with other private dairies has filed a plaint 529/2017 on July 4, 2017 before the High Court,
wherein our Company has claimed damages of `10 million from K. T. Rajenthra Bhalaji and also prayed for a permanent
injunction against K. T. Rajenthra Bhalaji from making any remarks disparaging our Company or our Company’s products.
The matter is currently pending before the High Court.

C. Outstanding actions initiated by regulatory and statutory authorities

1. A notice dated November 17, 2017 was received by our Company (“SCN”) from the Office of the Chief Medical and
Health Officer, Narayanpur District, Chattisgarh, through which we were informed that a sample taken for our product,
ghee, had returned as ‘fake’ during testing and our Company was requested to submit copies of inter alia, a copy of our
food licenses. Our Company replied to the SCN with the required documents on December 12, 2017. This matter is
currently pending.

2. A notice dated August 22, 2017 was received from the office of Controller Weights and Measurement (Legal Measurement
Science), Madhya Pradesh (“Weights Controller”) by our Company in relation to violations of provisions of Legal
Metrology Act, 2009. Subsequently, an order dated December 23, 2017 was passed by the Weights Controller wherein a
compromise was fixed and a total penalty of `1,85,000 was levied. Our Company has not paid the penalty amount.
Subsequently, by a notice received on January 1, 2018 from the Weights Controller, our Company was informed of the
criminal proceeding bearing case number 56/17-18 being commenced before the court of the Chief Judicial Magistrate
Guna (M.P.). The matter is currently pending.

3. A show cause notice (“SCN”) dated January 12, 2017 was received from the Andhra Pradesh Pollution Control Board
(“APPCB”) at our Badvel processing plant (“Badvel Unit”) for, inter alia, manufacturing products exceeding the permitted
capacity and for having allegedly made no specific arrangements for utilisation of treated effluents for greenbelt
development. Our Company has replied to the APPCB on February 16, 2017 stating that the actions mentioned in the SCN
would be complied with. The matter is currently pending.

4. A notice dated June 28, 2018 was received from the Andhra Pradesh Pollution Control Board (“APPCB”) at our site
situated in Chendurthi which intimated us regarding the rejection of our consent to establish which was submitted to the
APPCB on June 11, 2018. Our Company has replied to this notice and the matter is currently pending.

5. During the course of our business operations, we have received certain notices and intimations from various statutory and
regulatory authorities such as office of a concerned agricultural market committee for payment of license fees, district
collector for collection of data for registered manufacturing establishments, deputy electrical inspector for payment of
inspection charges, designated food inspector under the FSSA (i) declaring our products to be substandard or not
conforming to the specifications mentioned in the packaging; (ii) for collection of samples of our products from us, our
distributors or points of sales; (iii) furnishing of information and documents; and (iv) alleging misbranding or deficient
packaging of our products, gram panchayat for payment of gram panchayat tax, labour department to comply with
Minimum Wages Act, 1948, the Karnataka Rules of Minimum Wages, 1958, Equal Remuneration Act, 1976, the Contract
Labour (Regulation and Abolition) Act, 1970, the Payment of Bonus Act, 1965 and rules made thereunder, Karnataka
322
 Industrial Establishments (National and Festival Holidays) Act, 1963 and the rules made thereunder and the Maternity
Benefits Act, 1961, the assistant director of mines and geology for payment of environmental impact fee and the pollution
control boards for (i) not obtaining or delay in obtaining the consent to operate for some of our processing plants; (ii)
collection of samples of air discharged and effluent water; and (iii) non-compliance in relation to discharging of untreated
effluents, non-provision of flow and energy meters or compliance with guidelines prescribed. As of date of this Draft Red
Herring Prospectus, we have received 35 such notices and intimations to which we have replied or are in the process of
replying.

Additionally, we have also received notices and intimations for the renewal of the Agmark and BIS certifications, from the
Department of Boilers for the examination of our boilers and payment of inspection and renewal fees for licenses of our
boilers, from the deputy electrical inspector for the payment of electrical inspection fees, from the Employees Provident
Fund Organisation to provide provident fund coverage to our employees, inspector of export inspection agency for the
renewal of export certifications, various inspector of factories providing directions during inspections including submission
of revised plans, presentation of registers, compliance with safety norms and presentation of annual returns, fire department
for rectification of safety deficiencies, designated food inspector under the FSSA (i) declaring our products to be
substandard; and (ii) for collection of samples of our products from us, our distributors or points of sales, Greater Hyderabad
Municipal Corporation for unauthorised construction of our Registered and Corporate Office, gram panchayat for payment
of panchayat fees, from labour inspectors requiring us to (i) submit documents; (ii) apply for standing orders; and (iii)
selection of workmen committee members, from National Highways Authority of India requiring us to remove
encroachments for one of our processing plants, from pollution control boards (i) for renewal of consent to operate; (ii) for
payment of water cess, certain arrears and other fees; (iii) for non-compliance in relation establishment of boiler and
development of green belt for disposal of treated water; and (iv) requiring us to comply with new plastic waste management
rules, various statistical departments requiring us to submit details for annual survey of industries, annual returns, balance
sheets and details of employees, relevant tax authorities for payment of professional tax and revenue officers for inspection
of the boundaries of one of our processing plants. As of date of this Draft Red Herring Prospectus, we have replied to such
notices and intimations and we have not received any further correspondences from these authorities.

II. Litigation by our Company

A. Criminal Proceedings

1. A criminal complaint SR No. 5101/2015(“Complaint”) has been filed by our Company before the Court of the IIIrd
Additional Chief Metropolitan Magistrate at Hyderabad (“Court”) against a land agent under inter alia, Sections 409 and
420 of the Indian Penal Code, 1860 for misappropriation and cheating. This Complaint alleges that the land agent violated
the terms of a memorandum of understanding entered into between our Company and the land agent and for not returning
`5 million paid to him. The matter is currently pending.

2. Our Company has filed two criminal complaints CC No. 228/2014 and SR 4439/2014 (“Complaints”) before the Court of
the Additional Chief Metropolitan Magistrate at Bangalore and Metropolitan Magistrate at Cyberabad, Medchal
respectively, under Section 138 of the Negotiable Instruments Act, 1881 against two of our distributors in relation to the
dishonour of the cheques, of an aggregate amount of `0.32 million, submitted by them for the purchase of milk products
from our Company. The matters are currently pending at the aforestated forums.

III. Litigation involving our Promoters

A. Outstanding Criminal litigation against our Promoters

1. For details in relation to CC No. 17/ 2018 against, amongst others, our Promoter, Dodla Sunil Reddy, see “- Litigation
against our Company – Criminal Proceedings” on page 321.

2. For details in relation to litigation commenced in furtherance of notice dated October 6, 2015 received from Office of the
Designated Officer, District Health and Family Welfare Office, Chickaballapura District against, amongst others, our
Promoter, Dodla Sunil Reddy, see “- Litigation against our Company – Criminal Proceedings” on page 321.

3. For details in relation to litigation commenced in furtherance of notice dated October 10, 2017 received from Assistant
Labour Commissioner, Kalaburgi against, amongst others, our Promoter, Dodla Sunil Reddy, see “- Litigation against our
Company – Criminal Proceedings” on page 321.

B. Material Outstanding Civil litigation involving our Promoters

1. Nil

IV. Litigation involving our Directors

I. Litigation against our Directors

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A. Criminal Proceedings

1. For details of litigation involving Dodla Sunil Reddy, see “-Litigation involving our Promoter” on page 321.

V. Litigation involving our Subsidiaries

1. Nil

VI. Litigation involving our Group Companies

1. Nil

Tax Proceedings

Except as disclosed, there are no outstanding tax proceedings involving our Company, Subsidiaries, Directors or Promoter.

Nature of case Number of cases Amount involved (in `

million)
Company
Direct Tax 6 75.94
Indirect Tax 3 10.49
Directors
Direct Tax Nil Nil
Indirect Tax Nil Nil
Promoters
Direct Tax Nil Nil
Indirect Tax Nil Nil
Group Companies
Direct Tax Nil Nil
Indirect Tax Nil Nil
Subsidiaries
Direct Tax Nil Nil
Indirect Tax Nil Nil

Outstanding dues to Creditors

Based on information available with our Company, there is no micro, small and medium enterprises as defined under the Micro,
Small and Medium Enterprises Development Act, 2006, to whom our Company owes any amount as of March 31, 2018.

As per the Materiality Policy, creditors of our Company to whom an amount exceeding `6.31 million i.e. 1% of our total
consolidated trade payables for the period ending March 31, 2018 was outstanding, were considered ‘material’ creditors. Based
on the this criteria, our Company had the following material creditors as on March 31, 2018-

Material Creditors Number of cases Amount involved (in `

million)
Small scale undertakings* Nil Nil
Other creditors 6 50.02
* Entities that are identified as “Micro & Small Enterprises” under the Restated Consolidated Financial Information are considered as small
scale undertakings. For further details, see the section titled “Financial Statements” on page 184.

The details pertaining to net outstanding dues towards our creditors are available on the website of our Company at
https://www.dodladairy.com/static/downloads/creditors-as-on-mar18.pdf. It is clarified that other than details pertaining to net
outstanding dues towards our creditors, no information available on our website form a part of this Draft Red Herring Prospectus.

Outstanding litigation against any other person or companies whose outcome could have an adverse effect on our Company

As on the date of this Draft Red Herring Prospectus, there is no outstanding litigation against any other person whose outcome
could materially and adversely affect the operation or finances of our Company or have a material adverse effect on the position
of our Company.

Material Developments

Except as disclosed in “Management’s Discussion And Analysis of Financial Condition and Results of Operations” on page 300,
there have not arisen, since the date of the last financial information disclosed in this Draft Red Herring Prospectus, any
circumstances which materially and adversely affect, or are likely to affect, our profitability taken as a whole or the value of our
consolidated assets or our ability to pay our liabilities within the next 12 months.
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 GOVERNMENT AND OTHER APPROVALS

Our Company and Subsidiaries have received the necessary consents, licenses, permissions, registrations and approvals from the
Government, various governmental agencies and other statutory and/ or regulatory authorities required for carrying out our
present business activities and except as mentioned below, no further material approvals are required for carrying on our present
business activities. Our Company and our Subsidiaries undertake to obtain all material approvals and licenses and permissions
required to operate our present business activities. Unless otherwise stated, these approvals or licenses are valid as of the date of
this Draft Red Herring Prospectus and in case of licenses and approvals which have expired, we have either made an application
for renewal or are in the process of making an application for renewal. For further details in connection with the applicable
regulatory and legal framework, see “Regulations and Policies” on page 151.

The objects clause of the Memorandum of Association enables our Company and our Subsidiaries to undertake their present
business activities.

The approvals required to be obtained by us include the following:

I. Approvals in relation to the Offer

For details of corporate and other approvals in relation to the Offer, see “Other Regulatory and Statutory Disclosures - Authority
for the Offer” on page 328.

II. Incorporation details of our Company

(i) Certificate of incorporation dated May 15, 1995 issued by the RoC to our Company in the name of Dodla Dairy Limited.

(ii) Certificate of commencement of business issued by the RoC to our Company on May 23, 1995

(iii) Our Company was allotted a corporate identity number U15209TG1995PLC020324

III. Approvals in relation to our business operations

A. Material approvals in relation to our Company’s processing plants:

In order to operate our processing plants, chilling centers, sales offices and our Company requires various approvals and/or licenses
under various laws, rules and regulations. We are required to obtain licenses and approvals under the following laws and
regulations:

(i) Factory plan approval under the Factories Act, 1948;

(ii) License to work a factory under the Factories Act, 1948;
(iii) Fire NOC from the relevant fire department;
(iv) Certificate of registration under the Contract Labour (Regulation and Abolition) Act, 1970;
(v) Certifications under the Industrial Employment (Standing Orders) Act, 1946;
(vi) Registration under the Employees State Insurance Act, 1948;
(vii) Registration under the Employees‘ Provident Funds & Miscellaneous Provisions Act, 1952;
(viii) Consent for operation and consent to operate under the Water (Prevention and Control of Pollution) Act, 1974, Air
(Prevention and Control of Pollution) Act, 1981 and Hazardous and Other Wastes (Management and Transboundary
Movement) Rules, 2016;
(ix) Approval of Electrical Inspector under the Central Electricity Authority (Measures relating to Safety and Electric Supply)
Regulations, 2010;
(x) Approval for processing and packing of milk products for export under the Export of Milk Products Quality Inspection
and Monitoring Rules, 2000;
(xi) Certificate of authorisation for grading and marking of ‘Ghee‘ under the Agricultural Produce (Grading and Marking)
Act, 1937;
(xii) License under the Bureau of Indian Standards Act, 1986;
(xiii) FSSAI licenses under the FSSA;
(xiv) Certificate of registration under the Legal Metrology Act, 2009;
(xv) Certificate for use of a boiler under the Indian Boilers Act, 1923;
(xvi) Certificate of importer-exporter code; and
(xvii) Certificate of registration for operation of food safety program which complied with HACCP Code, 2003

B. Material approvals in relation to our Company’s chilling centres:

325
In order to operate our chilling centres, our Company requires various approvals and/or licenses under various laws, rules and
regulations. We are required to obtain licenses and approvals under the following laws and regulations:

(i) Factory plan approval under the Factories Act, 1948;

(ii) License to work a factory under the Factories Act, 1948;
(iii) Registration under the Employees State Insurance Act, 1948;
(iv) Registration under the Employees‘ Provident Funds & Miscellaneous Provisions Act, 1952;
(v) Consent for operation and consent to operate under the Water (Prevention and Control of Pollution)
Act, 1974, Air (Prevention and Control of Pollution) Act, 1981 and Hazardous and Other Wastes
(Management and Transboundary Movement) Rules, 2016;
(vi) Approval of Electrical Inspector under the Central Electricity Authority (Measures relating to Safety
and Electric Supply) Regulations, 2010;
(vii) FSSAI licenses under the FSSA;
(viii) Certificate of registration under the Legal Metrology Act, 2009;
(ix) Certificate of registration for operation of food safety program in compliance with HACCP Code,
2003.

IV. Foreign trade related approvals

Our Company has obtained the required registrations issued by the Export Inspection Agency, under the Ministry of Commerce
and Industry, Government of India for approval of Nellore plant as an establishment for processing and packing of milk products
for export as required under the Export of Milk Products (Quality Control, Inspection and Monitoring) Rules, 2000.

V. Approvals for our business operations under tax legislations

We are required to register under various national tax laws and state specific tax laws such as the Income Tax Act, 1961, Central
Sales Tax, 1956, state specific sales tax, goods and services tax, excise and value added tax legislations. We are also required to
pay service tax and state specific professional tax. We have also obtained the importer exporter code for our operations. We have
obtained the necessary licenses and approvals from the appropriate regulatory and governing authorities in relation to such tax
laws.

VI. Pending Approvals

Certain licensees may have lapsed or are due to lapse under the normal course. Our Company has either made an application to
the appropriate authorities for fresh registrations or for renewal of such existing approvals, licenses, registrations and permits or
is in the process of making such applications. The following applications are pending before the relevant authorities:

Gundrampally Processing Plant

1. Application for Fire NOC dated June 19, 2018 for the Gundrampally processing plant has been made with the District Fire
Officer, Nalgonda, Telangana

Kurnool Processing Plant

1. Application for renewal of the license issued under the Standards of Weights and Measures and Enforcement Act, 1976 for
the Kurnool processing plant dated July 19, 2018 has been made with the District Legal Metrology Officer, Legal Metrology
Department, Gadwal.

2. Application for obtaining certification under the Industrial Employment (Standing Orders) Act, 1946 for the Kurnool
processing plant dated May 9, 2018 has been made with the Joint Commissioner of Labour, Rangareddy Zone, Hyderabad.

Sattenapalli Processing Plant

1. Application for Fire NOC dated July 19, 2018 for the Sattenapalli processing plant has been made with the Regional Fire
Officer, Sattenapalli, Guntur

Tanuku Processing Plant

1. Application for Fire NOC dated July 16, 2018 for the Tanuku processing plant has been made with the Regional Fire Officer,
Tanuku, Andhra Pradesh.

326
2. Application for obtaining approval under Regulation 43(4) of the Central Electricity Authority (Measures relating to Safety
and Electric Supply) Regulations, 2010 for Tanuku processing plant dated July 16,2 018 has been made with the Junior
Accounts Officer –HT, APEPDCL- Eluru, Andhra Pradesh.

Palamaneru Processing Plant

1. Application for obtaining certification under the Industrial Employment (Standing Orders) Act, 1946 for the Palamaneru
processing plant dated May 22, 2017 has been made with the Certified Officer, Joint Commissioner of Labour, Tirupathi.

2. Application for Fire NOC dated July 3, 2017 for the Palamaneru processing plant has been made with the Regional Fire
Officer, Palamaneru, Chittor.

3. Application for renewal of boiler license dated July 20, 2018 for the Palamaneru processing plant has been made with the
Inspector of Boilers, Tirupati Region.

4. Application for certification issued under the Standards of Weights and Measures and Enforcement Act, 1976 dated July 16,
2018 has been made with Inspector of Legal Metrology, Chittoor, Andhra Pradesh for the Palamaneru processing plant.

5. Application for renewal of license issued under the Food Safety and Standards Act, 2006 dated July 2, 2018 has been made
for the Palamaneru processing plant.

Penumur Processing Plant

1. Application for obtaining power release certificate for the Penumur processing plant dated July 16, 2018 has been made with
the Junior Accounts Officer, APSPDCL – Tirupathi, Andhra Pradesh.

2. Application for Fire NOC dated July 3, 2018 for the Penumur processing plant has been made with the Regional Fire Officer,
Chittor.

3. Application for obtaining certification under the Industrial Employment (Standing Orders) Act, 1946 for the Penemur
processing plant dated May 22, 2017 has been made with the Certified Officer, Joint Commissioner of Labour, Tirupathi.

4. Application for certification issued under the Standards of Weights and Measures and Enforcement Act, 1976 dated July 16,
2018 has been made with Inspector of Legal Metrology, Chittoor, Andhra Pradesh for the Penumur processing plan

5. Application for renewal of license issued under the Food Safety and Standards Act, 2006 dated July 2, 2018 has been made
for the Penumur processing plant.

Indragi Processing Plant

1. Application for renewal of boiler license bearing number KTK – 4603 was made with the Senior Assistant Director of Boilers,
Huballi dated May 30, 2018 for the boiler in Indragi processing plant.

2. Application for Fire NOC dated June 8, 2018 for the Indragi processing plant has been made with the Regional Fire Officer,
Bellary.

3. Application for certification issued under the Standards of Weights and Measures and Enforcement Act, 1976 dated July 16,
2018 has been made with the Inspector of Legal Metrology, Koppal, Karnataka for the Indragi processing plant.

Tumkur Processing Plant

1. Application for Fire NOC dated July 16, 2018 for the Tumkur processing plant has been made with the Regional Fire Officer,
Tumkur, Karnataka.

2. Application for packer license issued under the Legal Metrology Act, 2009 read with the Legal Metrology (Packaged
Commodities) Rules, 2011 dated July 16, 2018 has been made with the Inspector of Legal Metrology for the Tumkur
processing plant.

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

Our Board has approved the Offer pursuant to the special resolution passed at its meeting held on July 13, 2018 and our
Shareholders have approved the Fresh Issue pursuant to a resolution passed at the AGM held on July 17, 2018 under Section
62(1)(c) of the Companies Act, 2013. Further, the Board has taken on record the approval of the offer for sale by each of the
Selling Shareholders and approved this Draft Red Herring Prospectus pursuant to its resolution dated August 9, 2018.

For details on the authorisation of each of the Selling Shareholders in relation to the Offer, see “The Offer” on page 62.

Each Selling Shareholder severally and not jointly confirms the Equity Shares being offered by the it in the Offer has been held it
them for a period of at least one year prior to the filing of this Draft Red Herring Prospectus with SEBI and are eligible for being
offered for sale in the Offer in accordance with Regulation 26(6) of the SEBI ICDR Regulations. Each Selling Shareholder has
also confirmed that it is the legal and beneficial owner of the Equity Shares being offered by it in the Offer for Sale.

Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters
dated [●] and [●], respectively.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Subsidiaries, our Promoters, members of the Promoter Group, our Group Companies and our Directors have
not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other
regulatory or governmental authority. Each Selling Shareholder, severally and not jointly, confirms that it has not been prohibited
from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or
direction passed by SEBI or any other regulatory or governmental authority in India.

The companies with which our Promoters and Directors are or were associated as promoter, directors or persons in control have
not been prohibited from accessing the capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.

None of our Directors are associated with entities which are engaged in securities market related business and are registered with
SEBI or are themselves associated with the Securities market in any manner.

There has been no action taken by SEBI against our Directors or any of the entities in which our Directors are involved as promoter
or directors.

Prohibition by RBI

None of our Company, our Subsidiaries, our Promoters, members of our Promoter Group or Directors or Group Companies have
been identified as a Wilful Defaulter. There are no violations of securities laws committed by our Company, our Promoters and
our Directors in the past or is pending against our Company, our Promoters and our Directors. Each Selling Shareholder, severally
and not jointly, confirms that it has not been identified as a Wilful Defaulter. There are no violations of securities laws committed
by any of the Selling Shareholders in the past or which are currently pending against such Selling Shareholder.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with the eligibility criteria provided in Regulation 26(1) of the SEBI ICDR
Regulations, and as calculated from the Restated Financial Information prepared in accordance with the Companies Act and
restated in accordance with the SEBI ICDR Regulations:

 our Company has net tangible assets of at least `30 million in each of the preceding three full years (of 12 months each)
of which not more than 50% are held in monetary assets;

 our Company has a minimum average pre-tax operating profit of `150 million calculated on a restated basis, during the
three most profitable years out of the immediately preceding five years;

 our Company has a net worth of at least `10 million in each of the three preceding full years (of 12 months each);

 the aggregate of the Offer and all previous issues made in Fiscal 2019 is not expected to exceed five times the pre-Offer
net worth as per our audited balance sheet for Fiscal 2018;

 our Company has not changed its name in the last one year

328
Our Company’s net worth, net tangible assets, pre-tax operating profit, monetary assets and monetary assets as a percentage of the
net tangible assets derived from the Restated Consolidated and Standalone Financial Information included in this Draft Red
Herring Prospectus as at and for the five years ended Fiscal 2018, 2017, 2016, 2015 and 2014 are set forth below:

A. Based on Restated Consolidated Financial Information:

(` in million, except percentage values)

As at As at As at As at As at
Particulars March 31, March 31, March 31, March 31, March 31,
2018 2017 2016 2015 2014
Net tangible assets, as restated(1) 3,580.70 2,937.72 2,479.52 2,085.31 1,994.25
Monetary assets, as restated(2) 141.50 113.51 119.49 187.30 431.81
Monetary assets, as restated as a % of 3.95% 3.86% 4.82% 8.98% 21.65%
net tangible assets, as restated
Pre-tax operating profit, as restated(3) 845.08 685.31 799.33 166.44 357.89
Net worth, as restated(4) 3,397.59 2,840.80 2,410.96 1,996.49 1,907.32

B. Based on Restated Standalone Financial Information:

(` in million, except percentage values)

As at As at As at As at As at
Particulars March 31, March 31, March 31, March 31, March 31,
2018 2017 2016 2015 2014
Net tangible assets, as restated(1) 3,630.85 3,031.73 2,535.27 2,130.99 1,994.25
Monetary assets, as restated(2) 113.31 71.26 93.15 113.70 431.81
Monetary assets, as restated as a % of 3.12% 2.35% 3.67% 5.34% 21.65%
net tangible assets, as restated
Pre-tax operating profit, as restated(3) 791.75 690.86 799.94 190.16 357.89
Net worth, as restated(4) 3,428.40 2,903.81 2,445.43 2,033.16 1,907.32

(1) Net tangible assets mean the sum of all net assets of the issuer, excluding intangible assets as defined in Indian Accounting
Standard (Ind AS) 38 issued by the Institute of Chartered Accountants of India. Net assets is the aggregate of property, plant
and equipment, capital work-in-progress, non-current investments, non-current and current loans, trade receivables,
inventories, cash and bank balances, other current and non-current assets, (excluding deferred tax assets) less non-current
and current borrowings, trade payables, non-current and current provisions and other non-current and current liabilities
(excluding deferred tax liabilities).

(2) Monetary assets is the aggregate of cash on hand and balance with banks (including the bank deposits and interest accrued
thereon).

(3) Pre-tax operating profit’ is the aggregate of total comprehensive income, finance costs, tax expense and reduced by other
income. There are no exceptional item in Restated Consolidated Financial Information and Restated Standalone Financial
Information each of the years ending 31 March 2018, 31 March 2017, 31 March 2016, 31 March 2015 and 31 March 2014.

(4) Net worth is the aggregate of paid-up share capital, securities premium account and reserves and surplus (excluding
revaluation reserve) as reduced by the aggregate of miscellaneous expenditure (to the extent not adjusted or written off) and
the debit balance of statement of profit and loss

Fiscals 2018, 2017 and 2016 were the three most profitable years out of the immediately preceding five Fiscals in terms of our
Restated Financial Statements.

Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the number of
prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire application
monies shall be refunded or unblocked in the respective ASBA Accounts of the ASBA Bidders, as the case may be. In case of
delay, if any, in refund within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on
the application money at the rate of 15% per annum for the period of delay.

Our Company is in compliance with conditions prescribed in Regulation 4 of the SEBI ICDR Regulations to the extent applicable.

DISCLAIMER CLAUSE OF SEBI

AS REQUIRED, A COPY OF THIS DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS
TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO
SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
329
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED
HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING EDELWEISS FINANCIAL
SERVICES LIMITED AND ICICI SECURITIES LIMITED (“BRLMs”), HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE
IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN
INVESTMENT IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS
DRAFT RED HERRING PROSPECTUS, EACH OF THE SELLING SHAREHOLDERS WILL BE RESPONSIBLE
ONLY FOR THE STATEMENTS SPECIFICALLY MADE OR CONFIRMED BY IT IN THIS DRAFT RED HERRING
PROSPECTUS IN RELATION TO ITSELF AND FOR ITS EQUITY SHARES, THE BRLMs ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDERS
DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE,
THE BRLMs HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED AUGUST 9, 2018 WHICH
READS AS FOLLOWS:

WE, EDELWEISS FINANCIAL SERVICES LIMITED AND ICICI SECURITIES LIMITED WHO HAVE BEEN
APPOINTED BY THE COMPANY AND THE SELLING SHAREHOLDERS TO MANAGE THE OFFER, STATE AND
CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE

COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND
OTHER MATERIAL IN CONNECTION WITH THE FINALIZATION OF THIS DRAFT RED HERRING
PROSPECTUS PERTAINING TO THE SAID OFFER;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF
THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER, PRICE JUSTIFICATION AND THE
CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE COMPANY AND THE
SELLING SHAREHOLDERS, WE CONFIRM THAT:

(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE SECURITIES AND EXCHANGE
BOARD OF INDIA (“SEBI”) IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND
PAPERS RELEVANT TO THE OFFER;

(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE OFFER AS ALSO THE REGULATIONS,
GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ ISSUED BY SEBI, THE CENTRAL
GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN
DULY COMPLIED WITH; AND

(C) THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR
AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS
TO INVESTMENT IN THE PROPOSED OFFER AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT 1956 (AS AMENDED
AND REPLACED BY THE COMPANIES ACT, 2013 TO THE EXTENT IN FORCE), THE
COMPANIES ACT 2013, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE
“SEBI ICDR REGULATIONS”) AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THIS DRAFT
RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH
REGISTRATIONS ARE VALID

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL

THEIR UNDERWRITING COMMITMENTS- NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTER HAS BEEN OBTAINED FOR
INCLUSION OF ITS EQUITY SHARES AS PART OF PROMOTER’S CONTRIBUTION SUBJECT TO
LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF PROMOTER’S CONTRIBUTION
SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED/ SOLD/ TRANSFERRED BY THE PROMOTER
330
 DURING THE PERIOD STARTING FROM THE DATE OF FILING OF THIS DRAFT RED HERRING
PROSPECTUS WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA TILL THE DATE OF
COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THIS DRAFT RED HERRING PROSPECTUS.

6. WE CERTIFY THAT REGULATION 33 OF THE SEBI ICDR REGULATIONS, WHICH RELATES TO

EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTER’S CONTRIBUTION, HAS BEEN
DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID
REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF SUB-
REGULATION (2) OF REGULATION 8 OF THE SEBI ICDR REGULATIONS SHALL BE COMPLIED
WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTER’S
CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE OFFER.
WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED
TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTER’S CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED
COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS
OF THE PUBLIC ISSUE- NOT APPLICABLE

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE FUNDS ARE
BEING RAISED IN THE PRESENT OFFER FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE
OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE
COMPANY AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID
IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONEYS RECEIVED PURSUANT TO THE OFFER ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER
THE PROVISIONS OF SUB SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT
SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED
FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM
THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE OFFER, THE COMPANY
AND THE SELLING SHAREHOLDERS SPECIFICALLY CONTAINS THIS CONDITION- NOTED FOR
COMPLIANCE. ALL MONIES RECEIVED OUT OF THE OFFER SHALL BE CREDITED/TRANSFERRED
TO A SEPARATE BANK ACCOUNT AS REFERRED TO IN SUB-SECTION (3) OF SECTION 40 OF THE
COMPANIES ACT, 2013.

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THIS DRAFT RED HERRING PROSPECTUS
THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR
PHYSICAL MODE- NOT APPLICABLE. UNDER SECTION 29 OF THE COMPANIES ACT, 2013, EQUITY
SHARES IN THE OFFER WILL BE ISSUED IN DEMATERIALISED FORM ONLY.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SEBI ICDR
REGULATIONS HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR
AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THIS DRAFT RED
HERRING PROSPECTUS:

(A) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY; AND

(B) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN

TERMS OF THE SEBI ICDR REGULATIONS WHILE MAKING THE OFFER- COMPLIED WITH AND
NOTED FOR COMPLIANCE

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED
BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OF THE COMPANY,
SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTER’S
EXPERIENCE, ETC

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE

APPLICABLE PROVISIONS OF THE SEBI ICDR REGULATIONS, CONTAINING DETAILS SUCH AS THE

331
 REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT
RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR
COMMENTS, IF ANY.

16. WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY THE BOOK
RUNNING LEAD MANAGERS (WHO ARE RESPONSIBLE FOR PRICING THE OFFER)’, AS PER
FORMAT SPECIFIED BY SEBI THROUGH CIRCULAR.

17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN FROM
LEGITIMATE BUSINESS TRANSACTIONS- COMPLIED WITH TO THE EXTENT OF THE RELATED
PARTY TRANSACTIONS OF THE COMPANY, AS PER THE IND-AS 24 IN THE FINANCIAL
STATEMENTS AND INCLUDED IN THE DRAFT RED HERRING PROSPECTUS AS CERTIFIED BY M/S
A. RAMACHANDRA RAO, CHARTERED ACCOUNTANTS (FIRM REGISTRATION NUMBER:002857S)
PURSUANT TO ITS CERTIFICATE DATED AUGUST 8, 2018.

18. WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER 106Y (1) (A) OR (B) (AS THE CASE MAY BE) TO
LIST ON THE INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER XC OF THESE
REGULATIONS. (IF APPLICABLE)- NOT APPLICABLE

The filing of this Draft Red Herring Prospectus does not, however, absolve the Company or any person who has authorised the
issue of this Draft Red Herring Prospectus from any liabilities under Section 34 or Section 36 of Companies Act, 2013, or from
the requirement of obtaining such statutory and/ or other clearances as may be required for the purpose of the Offer. SEBI further
reserves the right to take up at any point of time, with the BRLMs, any irregularities or lapses in this Draft Red Herring Prospectus.

All legal requirements pertaining to the Offer will be complied with at the time of filing of the Red Herring Prospectus with the
RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer will be complied with at
the time of registration of the Prospectus with the RoC in terms of Sections 26 and 32 of the Companies Act, 2013.

Caution - Disclaimer from our Company, our Directors, the Selling Shareholders and BRLMs

Our Company, our Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements made otherwise
than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our instance and anyone
placing reliance on any other source of information, including our Company’s website www.dodladairy.com, or the respective
websites of our Promoters, Promoter Group or any affiliate of our Company or the Selling Shareholders would be doing so at his
or her own risk. The Investor Selling Shareholder, its directors, affiliates, associates, and officers accept no responsibility for any
statements made in this Draft Red Herring Prospectus other than those statements or undertakings specifically made or confirmed
by either the Investor Selling Shareholders or the Individual Selling Shareholder (as the case may be) in relation to itself and the
Equity Shares offered by such Selling Shareholder through the Offer for Sale

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the Underwriting
Agreement.

All information to the extent required in relation to the Offer, shall be made available by our Company, the Selling Shareholders
and the BRLMs to the Bidders and the public at large and no selective or additional information would be made available for a
section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding
Centres or elsewhere.

None among our Company, any of the Selling Shareholders or any member of the Syndicate shall be liable for any failure in
uploading the Bids due to faults in any software/ hardware system or otherwise.

Investors who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company, the Selling
Shareholders, the Underwriters and their respective directors, officers, agents, affiliates, and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge,
or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, the Underwriters and their respective directors,
officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such
investor is eligible to acquire the Equity Shares.

The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in a wide range of
transactions with, and perform services for, our Company, the Selling Shareholders, their respective affiliates or associates or third
parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment
banking transactions with our Company, the Selling Shareholders and their respective directors, officers, agents, group companies,
affiliates or associates or third parties, for which they have received, and may in the future receive, compensation.

Disclaimer in respect of Jurisdiction

332
This Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act, 1872,
as amended, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under
the applicable laws in India and authorised to invest in shares, domestic Mutual Funds, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks, or trusts under applicable trust law and who are authorised under their constitution
to hold and invest in equity shares, multilateral and bilateral development financial institutions, state industrial development
corporations, insurance companies registered with IRDA, provident funds and pension funds, National Investment Fund, insurance
funds set up and managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department of
Posts, GoI, systemically important NBFCs registered with the RBI) and permitted Non-Residents including FPIs and Eligible
NRIs, AIFs, FVCIs, and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and
regulations to purchase the Equity Shares. This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation
to subscribe to Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation
in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform him or
herself about, and to observe, any such restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of
appropriate court(s) in Hyderabad only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose,
except that the Draft Red Herring Prospectus will be filed with SEBI for its observations. Accordingly, the Equity Shares
represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed,
in any jurisdiction, except in accordance with the legal requirements of such jurisdiction. Neither the delivery of this Draft Red
Herring Prospectus nor any offer or sale hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of our Company or any of the Selling Shareholders since the date hereof or that the information contained
herein is correct as of any time subsequent to this date.

The Equity Shares have not been and will not be registered under the U.S. Securities or any state securities laws in the
United States, and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any
applicable U.S. state securities laws. The Equity Shares are being offered and sold outside the United States in offshore
transactions in reliance on Regulation S under the Securities Act and the applicable laws of each jurisdictions where such
offers and sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of Equity Shares
that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that such
Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative instruments,
such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws.

Disclaimer Clause of BSE

As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as intimated by BSE
to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the
RoC filing.

Disclaimer Clause of NSE

As required, a copy of this Draft Red Herring Prospectus shall be submitted to NSE. The disclaimer clause as intimated by NSE
to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the
RoC filing.

Filing

A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporate Finance Department, Plot No.C4-A, ‘G’ Block,
Bandra Kurla Complex, Bandra (East), Mumbai 400 051 and electronically on the platform provided by SEBI.

A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 32 of the Companies Act,
2013 would be delivered for registration to the Registrar of Companies and a copy of the Prospectus to be filed under Section 26
of the Companies Act, 2013 would be delivered for registration with RoC at the office of the Registrar of Companies, Hyderabad
situated at “2nd Floor, Corporate Bhawan, GSI Post, Tattiannaram Nagole, Bandlaguda, Hyderabad, 500 068 Telangana, India.

Listing

Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. [●] will
be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
333
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock Exchanges
mentioned above, our Company and the Selling Shareholders will forthwith repay, all monies received from the applicants in
pursuance of the Red Herring Prospectus, as required by applicable law. If such money is not repaid within the prescribed time,
then our Company, the Selling Shareholders, to the extent applicable, and every officer in default shall be liable to repay the
money, with interest, as prescribed under applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading
at all the Stock Exchanges mentioned above are taken within six Working Days from the Bid/ Offer Closing Date or within such
period as may be prescribed by SEBI. Further, the Selling Shareholders shall extend all reasonable support required by our
Company and the BRLMs for the completion of the necessary formalities to facilitate the process for listing and commencement
of trading at all the Stock Exchanges within six Working Days of the Bid/ Offer Closing Date or within such period as may be
prescribed by SEBI.

If our Company does not Allot Equity Shares pursuant to the Offer within six Working Days from the Bid/ Offer Closing Date or
within such timeline as prescribed by SEBI, it shall repay, without interest, all monies received from Bidders, failing which interest
shall be due to be paid to the Bidders at the rate as per applicable law, which is presently 15% per annum for the delayed period.

334
Price information of past issues (during current Fiscal and two Fiscals preceeding the current Fiscal) handled by the BRLMs

A. Edelweiss

1. Price information of past issues handled by Edelweiss Financial Services Limited

S. Issue Name Issue Size (`) Issue Price (`) Listing Date Opening Price on +/- % change in closing price, +/- % change in +/- % change in closing
No. in million Listing Date (`) [+/- % change in closing closing price, [+/- % price, [+/- % change in
benchmark]- 30th calendar change in closing closing benchmark]- 180th
days from listing benchmark]- 90th calendar days from listing
1. Fine Organic Industries 6001.69 783.00 July 2, 2018 815.00 5.72% [6.56%] calendar days from
Not Applicable Not Applicable
Limited listing
2. ICICI Securities Limited 34,801.16 520.00 April 4, 2018 435.00 -27.93% [5.44%] -37.26% [5.22%] Not Applicable

3. Galaxy Surfactants 9,370.88 1480.00 February 8, 2018 1,525.00 1.14% [-3.31%] -0.85% [1.33%] -14.68 [7.66%]
Limited
4. Amber Enterprises India 6,000.00 859.00^^^ January 30, 2018 1,175.00 27.15% [-5.04%] 32.56% [-2.81%] 10.68% [2.44%]
Limited
5. Future Supply Chain 6,496.95 664.00 December 18, 2017 664.00 3.50% [3.00%] 6.27% [ -2.83%] -5.20% [4.13%]
Solutions Limited
6. Shalby Limited 5,048.00 248.00 December 15, 2017 239.70 -3.57% [3.95%] -11.51% [0.75%] -28.51 [4.93%]

7. HDFC Standard Life 86,950.07 290.00 November 17, 2017 310.00 30.16% [1.02%] 48.93% [2.11%] 74.66% [5.04%]
Insurance Company
8. Limited
Reliance Nippon Life 15,422.40 252.00 November 6, 2017 295.90 3.61% [-3.19%] 8.12% [2.05%] -4.21% [1.59%]
Asset Management
9. Limited Snacks Limited
Prataap 4,815.98 938.00^^ October 5, 2017 1,270.00 25.12% [5.70%] 31.82% [5.60%] 40.99% [3.27%]

10. ICICI Lombard General 57,009.39 661.00 September 27, 2017 651.10 3.62% [6.25%] 18.97% [8.17%] 15.36% [4.06%]
Insurance Company
Limited
Source: www.nseindia.com
^^^
Amber Enterprises India Limited - Employee Discount of ₹ 85 per Equity Share to the Offer Price was offered to the Eligible Employees Bidding in the Employee Reservation Portion. All calculations are based on the Offer Price of Rs.
859 per equity share
^^
Prataap Snacks Limited - Employee Discount of ₹ 90 per Equity Share to the Issue Price was offered to the Eligible Employees Bidding in the Employee Reservation Portion. All calculations are based on the issue price of Rs. 938 per equity
share

Notes
1. Based on date of listing.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs Issue price. % change in closing benchmark index is calculated based on closing index on listing day vs closing index on 30th/ 90th / 180th
calendar day from listing day.
3. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the next trading day has been considered.
4. The Nifty 50 index is considered as the Benchmark Index
5. Not Applicable. – Period not completed
6. Disclosure in Table-1 restricted to 10 issues.

335
1. Summary statement of disclosure of past issues handled by Edelweiss:

Fiscal Total Total No. of IPOs trading at No. of IPOs trading at premium - 30th No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of discount - 30th calendar days calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds from listing
raised Over Betwee Less Over Between 25- Less than Over Between 25- Less than Over Between 25- Less
(` Mn.) 50% n 25- than 50% 50% 25% 50% 50% 25% 50% 50% than
50% 25% 25%
2018-
2 40,802.85 - 1 - - - 1 - - - - - -
19*
2017-18 11 218,549.76 - - 1 1 5 4 - 1 3 3 1 3
2016 - 123,361.22
6 - - 1 1 3 1 - - - 3 2 1
17
* The information is as on the date of the document
1. Based on date of listing.
2. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the next trading day has been considered.
3. The Nifty 50 index is considered as the Benchmark Index.
For the financial year 2018-19 – 2 issues have been completed.1 issue has completed 30 days. 1 issue has completed 90 days.

B. ICICI Securities Limited

1. Price information of past issues (during current Fiscal and two Fiscals preceding the current Fiscal) handled by I-Sec:

+/- % change in +/- % change in

+/- % change in closing
Opening closing price, [+/- % closing price, [+/- %
price, [+/- % change in
Issue Size Issue Price Price on change in closing change in closing
Sr. No. Issue Name Listing Date closing benchmark]-
(Rs. Mn.) (Rs.) Listing benchmark]- 30th benchmark]- 90th
180th calendar days
Date calendar days from calendar days from
from listing
listing listing
1 AU Small Finance Bank Limited 19,125.14 358.00 10-Jul-17 530.00 +58.76%, [+2.12%] +65.20%, [+2.23%] +95.38%,[+8.06%]
Security and Intelligence Services (India) 7,795.80 815.00 10-Aug-17 879.80
2 -3.29%, [+1.17%] +3.14%, [+5.40%] +39.12%,[+8.62%]
Limited
(1)
3 Matrimony.Com Limited 4,974.79 985.00 21-Sep-17 985.00 -12.28%, [+0.62%] -7.64%,[+3.37%] -16.55%,[-0.27%]
ICICI Lombard General Insurance 57,009.39 661.00 27-Sep-17 651.10
4 +3.62%, [+6.25%] +18.97%,[+8.17%] +15.36%,[4.06%]
Company Limited
(2)
5 SBI Life Insurance Company Limited 83,887.29 700.00 03-Oct-17 735.00 -7.56%, [+5.89%] -0.07%,[+5.84%] -2.30%,[3.57%]
6 Newgen Software Technologies Limited 4,246.20 245.00 29-Jan-18 254.10 -0.20%, [-5.18%] +2.51%[-3.51%] -2.00%,[1.33%]
7 Galaxy Surfactants Limited 9,370.90 1,480.00 8-Feb-18 1,525.00 +1.14%, [-3.31%] -0.85%[+1.33%] -14.68%,[7.66%]
8 Aster DM Healthcare Limited 9,801.40 190.00 26-Feb-18 183.00 -13.66%,[-3.77%] -5.39%,[+1.00%] -
9 Sandhar Technologies Limited 5,124.80 332.00 02-Apr-18 346.10 +19.59%[+4.96%] +15.41%,[+4.36%] -
HDFC Asset Management Company 28,003.31 1,100.00 06-Aug-18 1,726.25
10 - - -
Limited
(1) Discount of `98 per equity share offered to retail investors and to Eligible Employees. All calculations are based on Issue Price of `985.00 per equity share.
(2) Discount of `68 per equity share offered to Eligible Employees. All calculations are based on Issue Price of `700.00 per equity share.

336
Notes:
1. All data sourced from www.nseindia.com
2. Benchmark index considered is NIFTY
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30 th, 90th, 180th calendar day is a holiday, in which case we
have considered the closing data of the next trading day

2. Summary statement of price information of past issues (during current Fiscal and two Fiscals preceding the current Fiscal) handled by I-Sec:

No. of IPOs trading at No. of IPOs trading at

No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th
Total amount discount - 180th calendar premium - 180th calendar
calendar days from listing calendar days from listing
Financial Total no. of funds days from listing days from listing
Year of IPOs raised Less Betwee Less Betwee Less
Over Between 25- Over Between Over Over
(Rs. Mn.) than Less than 25% n 25- than n 25- than
50% 50% 50% 25-50% 50% 50%
25% 50% 25% 50% 25%
2018-19 2 33,128.11 - - - - - 1 - - - - - -
2017-18 9 208,306.61 - - 5 1 - 3 - - 4 1 2 1
2016-17 12 160,855.45 - - 3 4 4 1 - 1 1 7 2 1

Track record of past issues handled by the BRLMs

For details regarding the track record of the BRLMs, as specified in circular reference CIR/ MIRSD/ 1/ 2012 dated January 10, 2012 issued by SEBI, please see the websites of the BRLMs, as
set forth in the table below:

Sr. No Name of the BRLM Website

1. Edelweiss Financial Services Limited www.edelweissfin.com
2. ICICI Securities Limited www.icicisecurities.com

337
Consents

Consents in writing of: (a) all the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, legal
counsels, Bankers to our Company, the BRLMs, the Registrar to the Offer have been obtained; and (b) the Syndicate Members,
the Banker(s) to the Offer/ Escrow Collection Bank(s)/ Refund Bank(s) to act in their respective capacities, will be obtained and
filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act, 2013 and such consents
have not be withdrawn as of the date of this Draft Red Herring Prospectus.

Expert to the Offer

Our Company has received written consent from the Statutory Auditors namely, B S R & Associates LLP, Chartered Accountants,
to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies
Act, 2013, in respect of the reports of the Statutory Auditors on the Restated Financial Information each dated July 17, 2018 and
the statement of tax benefits dated July 20, 2018, included in this Draft Red Herring Prospectus and such consent has not been
withdrawn as on the date of this Draft Red Herring Prospectus.

Our Company has received written consent from Servel Krishna Engineers Private Limited, chartered engineer to include their
names as an “expert” as defined under section 2(38) of the Companies Act in respect of the certificate dated August 2, 2018 and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.

Offer Expenses

Except for the listing fees which shall be solely borne by the Company, all offer expenses will be shared, upon successful
completion of the Offer, between our Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares
issued and allotted by our Company in the Fresh Issue and the offered shares sold by the Selling Shareholders in the Offer for
Sale.

Fees Payable to the Syndicate

The total fees payable to the Syndicate (including underwriting commission and selling commission and reimbursement of their
out-of-pocket expenses) will be as per the engagement letters between our Company, the Selling Shareholders and the BRLMs,
and as stated in the Syndicate Agreement, copies of which will be made available for inspection at the Registered Office from
10:00 am to 4:00 pm on Working Days from the date of filing of the Red Herring Prospectus until the Bid/ Offer Closing Date.

For details of the Offer expenses, see “Objects of the Offer” on page 86.

Commission payable to SCSBs and Registered Brokers

For details of the commission payable to SCSBs and Registered Brokers, see “Objects of the Offer” on page 87.

Fees Payable to the Registrar to the Offer

The fees payable to the Registrar to the Offer will be as per the Registrar Agreement, a copy of which will be made available for
inspection at the Registered Office from 10:00 am to 4:00 pm on Working Days from the date of filing of the Red Herring
Prospectus until the Bid/ Offer Closing Date.

The Registrar to the Offer will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty and
communication expenses. Adequate funds will be provided to the Registrar to the Offer to enable it to send refund orders or
Allotment advice by registered post/ speed post/ under certificate of posting.

Grading of the Offer

No credit rating agency registered with SEBI has been appointed for grading the Offer.

Credit Rating

As this is an offer of Equity Shares, credit rating is not required.

Particulars regarding public or rights issues by our Company during the last five years

Our Company has not made any public or rights issues during the five years preceding the date of this Draft Red Herring
Prospectus.

Previous issues of Equity Shares otherwise than for cash

Our Company has not issued any securities for consideration otherwise than for cash.

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Commission and Brokerage paid on previous issues of the Equity Shares

Since this is the initial public issue of the Equity Shares, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since our Company’s inception.

Previous capital issue during the previous three years by listed Group Companies and subsidiaries/ associates of our
Company

Our Company does not have any listed group companies or any listed subsidiary

Performance vis-à-vis objects – Public/ rights issue of our Company and/ or listed Group Companies and subsidiaries of
our Company

Our Company has not undertaken any previous public or rights issue. None of our Group Companies or Subsidiaries are listed
nor have they undertaken any public or rights issue in the last ten years preceding the date of this Draft Red Herring Prospectus.
Accordingly, the requirement to disclose performance vis-à-vis objects in respect of earlier offerings does not apply to our
Subsidiaries or Group Companies.

Outstanding debentures or bonds or other instruments

Our Company does not have any outstanding debentures or bonds or other instruments as of the date of filing this Draft Red
Herring Prospectus.

Outstanding Preference Shares

Our Company does not have any outstanding preference shares as on date of this Draft Red Herring Prospectus.

Partly Paid-up Shares

Our Company does not have any partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.

Stock Market Data of Equity Shares

This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange and accordingly, no
stock market data is available for the Equity Shares.

Mechanism for Redressal of Investor Grievances

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least eight years from
the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges to enable the investors to approach
the Registrar to the Offer for redressal of their grievances.

All grievances relating to the Offer may be addressed to the Registrar to the Offer, giving full details such as name, address of the
applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection centre where the
application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the relevant Designated
Intermediary with whom the Bid cum Application Form was submitted. The Bidder should provide complete details such as name
of the sole/ first Bidder, ASBA Form number, the Bidder’s, DP ID, Client ID, PAN, date of the ASBA Form, address of the Bidder,
number of Equity Shares applied for, the name and address of the Designated Intermediary where the ASBA Form was submitted
by the ASBA Bidder and the ASBA Account number in which the amount equivalent to the Bid Amount is blocked. Further, the
Bidder shall also enclose the Acknowledgement Slip from the Designated Intermediaries in addition to the documents/ information
mentioned hereinabove. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA Bidders.

All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as name of the sole/
first Bidder, Anchor Investor Form number, DP ID, Client ID, PAN, date of the Anchor Investor Form, address of the Anchor
Investor, number of Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Form and the name and
address of the BRLM where the Anchor Investor Form was submitted by the Anchor Investor.

Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor shall also enclose the
acknowledgment from the Registered Broker in addition to the documents/ information mentioned hereinabove.

Our Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions,
commission of any acts of the Designated Intermediaries including any defaults in complying with their obligations under the
SEBI ICDR Regulations.

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Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB in case of ASBA
Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. In
case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these
complaints as expeditiously as possible.

Our Company has appointed a Stakeholders’ Relationship Committee comprising Raman Tallam Puranam, Akshay Tanna and
Dodla Sunil Reddy as members. For details, see “Our Management” on page 170.

Our Company has also appointed Ruchita Malpani, Company Secretary and Compliance Officer of our Company for the Offer
and she may be contacted in case of any pre-Offer or post-Offer related problems at the following address:

Dodla Dairy Limited

8-2-293/82/A/270-Q, Road No 10-C
Jubilee Hills, Hyderabad, 500 033
Telangana, India
Tel: +91 40 4546 7777
Fax: +91 40 4546 7778
E-mail: [email protected]
Website: www.dodladairy.com
Corporate Identity Number: U15209TG1995PLC020324

Our Company does not have any company under same management within the meaning of section 370(1B) of the Companies Act,
1956.

Disposal of investor grievances by listed companies under the same management

As of the date of this Draft Red Herring Prospectus, none of the companies under the same management within the meaning of
section 370(1B) of the Companies Act, 1956 as that of our Company are listed on any stock exchange. Accordingly, the
requirement to disclose details of investor grievances by listed companies under the same management as our Company does not
apply.

Changes in Auditors

Our Company had joint auditors, A Ramachandra Rao & Co and BSR & Associates LLP from Fiscal 2013 to Fiscal 2017. In
Fiscal 2017, A Ramachandra Rao duly completed their term as the auditors of the Company. Except as aforementioned, there has
been no change in the auditors of the Company in the last three years.

Capitalisation of Reserves or Profits

Except as disclosed in “Capital Structure” on page 69, our Company has not capitalised its reserves or profits at any time during
the last five years.

Revaluation of Assets

Our Company has not revalued its assets at any time in the last five years.

Our Company, Group Companies and Subsidiaries are listed nor have they been refused listing on any stock exchanges in India
or abroad.

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 SECTION VII: OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being issued and transferred pursuant to this Offer shall be subject to the provisions of the Companies Act, the
SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum and Articles of Association, the SEBI Listing Regulations, the
terms of the Red Herring Prospectus, the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the
CAN, the Allotment Advice and other terms and conditions as may be incorporated in the other documents/ certificates that may
be executed in respect of the Offer. The Equity Shares shall also be subject to applicable laws, guidelines, rules, notifications and
regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government
of India, the Stock Exchanges, the RBI, RoC and/ or other authorities, as in force on the date of the Offer and to the extent
applicable or such other conditions as may be prescribed by SEBI, the RBI, the Government of India, the Stock Exchanges, the
RoC and any other authorities while granting their approval for the Offer.

Offer for Sale

The Offer comprises a Fresh Issue and an Offer for Sale by the Selling Shareholders. Except for the listing fees which shall be
solely borne by the Company, all offer expenses will be shared, upon successful completion of the Offer, between our Company
and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and allotted by our Company in the
Fresh Issue and the offered shares sold by the Selling Shareholders in the Offer for Sale.

Ranking of the Equity Shares

The Equity Shares being issued and transferred pursuant to the Offer shall be subject to the provisions of the Companies Act, the
MoA and AoA and shall rank pari-passu in all respects with the existing Equity Shares including in respect of the rights to receive
dividend. The Allottees upon Allotment of Equity Shares under the Offer, will be entitled to dividend and other corporate benefits,
if any, declared by our Company after the date of Allotment in accordance with applicable law. For further details, see “Main
Provisions of Articles of Association” on page 425.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of Companies Act, 2013, the
Memorandum and Articles of Association, the SEBI Listing Regulations and other applicable laws. All dividends, if any, declared
by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the Offer for Sale), will be payable to
the Bidders who have been Allotted Equity Shares in the Offer for the entire year, in accordance with applicable law. For further
details, in relation to dividends, see “Dividend Policy” and “Main Provisions of the Articles of Association” on pages 183 and 425,
respectively.

Face Value and Offer Price

The face value of each Equity Share is `10 and the Offer Price at the lower end of the Price Band is `[●] per Equity Share and at
the higher end of the Price Band is `[●] per Equity Share. The Anchor Investor Offer Price is `[●] per Equity Share.

The Price Band and the minimum Bid Lot size for the Offer will be decided by our Company and the Selling Shareholders in
consultation with the BRLMs and advertised in all editions of the English national daily newspaper [●], all editions of the Hindi
national daily newspaper [●] and all editions of Telugu daily newspaper [●], (Telugu being the regional language of Telangana
where our Registered Office is situated) each with wide circulation, at least five Working Days prior to the Bid/ Offer Opening
Date and shall be made available to the Stock Exchanges for the purpose of uploading the same on their websites. The Price Band,
along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum
Application Forms available on the websites of the Stock Exchanges.

At any given point of time there shall be only one denomination of Equity Shares.

Compliance with SEBI ICDR Regulations

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Equity Shareholders shall have
the following rights:

 Right to receive dividends, if declared;

 Right to attend general meetings and exercise voting rights, unless prohibited by law;

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 Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies Act;

 Right to receive offers for rights shares and be allotted bonus shares, if announced;

 Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

 Right of free transferability of Equity Shares, subject to applicable laws including any RBI rules and regulations; and

 Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the terms of
the SEBI Listing Regulations and the Memorandum and Articles of Association of our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/ or consolidation/ splitting, see “Main Provisions of Articles of Association” on page
384.

Option to Receive Securities in Dematerialised Form and Market Lot and Trading Lot

Pursuant to Section 29 of the Companies Act, 2013 the Equity Shares shall be allotted only in dematerialised form. As per the
SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements
have been signed amongst our Company, the respective Depositories and the Registrar to the Offer:

 Agreement dated October 18, 2012 amongst NSDL, our Company and the Registrar to the Offer; and

 Agreement dated May 4, 2018 amongst CDSL, our Company and the Registrar to the Offer.

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in this Offer will be
only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. For details, please
see “Basis for Allotment” on page 375.

Joint Holders

Subject to our AoA, where two or more persons are registered as the holders of the Equity Shares, they shall be entitled to hold
the same as joint tenants with benefits of survivorship.

Jurisdiction

Exclusive jurisdiction for the purpose of this Offer is with the competent courts/ authorities in Hyderabad.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures), Rules, 2014,
the sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in whom, in the event of the
death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any,
shall vest to the exclusion of other persons, unless the nomination is varied or cancelled in the prescribed manner. A person, being
a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages
to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the
event of his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of Equity Share(s)
by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be
made only on the prescribed form available on request at our Registered Office or to the registrar and transfer agents of our
Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the
production of such evidence as may be required by our Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold
payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.

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Since the Allotment of Equity Shares in the Offer will be made only in dematerialized mode there is no need to make a separate
nomination with our Company. Nominations registered with respective Depository Participant of the applicant would prevail. If
the investor wants to change the nomination, they are requested to inform their respective Depository Participant.

Minimum Subscription

In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a subscription in the
Offer equivalent to atleast the minimum number of securities as specified under Rule 19(2)(b) of the SCRR, including through
devolvement of Underwriters, as applicable, within 60 days from the Bid Offer Closing Date, our Company shall forthwith refund
the entire subscription amount received. If there is a delay beyond the prescribed time, our Company shall pay interest prescribed
under the Companies Act, 2013, the SEBI ICDR Regulations and other applicable law.

Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall not
be less than 1,000 in compliance with Regulation 26(4) of SEBI ICDR Regulations.

Arrangements for Disposal of Odd Lots

There are no arrangements required for disposal of odd lots since the Equity Shares will be traded only in dematerialized form and
the market lot for the Equity Shares is one Equity Share.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for the lock-in of the pre-Offer capital of our Company, lock–in of the minimum Promoter’s contribution and the Anchor
Investor lock-in as provided in “Capital Structure” on page 72 and except as provided in the Articles of Association there are no
restrictions on transfer of Equity Shares. For details, see “Main Provisions of the Articles of Association” on page 397.

Period of operation of subscription list

See “Offer Structure – Bid/ Offer Programme” on page 345.

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 OFFER STRUCTURE

Initial public offer of up to [●] Equity Shares for cash at price of `[●] (including a premium of `[●] per Equity Share) aggregating
up to [●] comprising of a Fresh Issue of up to [●] Equity Shares aggregating up to `1,500 million by our Company and Offer of
Sale of up to 9,543,770 Equity Shares aggregating up to `[●] million by the Selling Shareholders. The Offer will constitute [●]%
of the post-Offer paid-up Equity Share capital of our Company.

The Offer is being made through the Book Building Process.

Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders

Number of Equity Shares Not more than [●] Equity Shares Not less than [●] Equity Shares Not less than [●] Equity Shares
available for Allotment/ available for allocation or Offer less available for allocation or Offer less
allocation (2) allocation to QIB Bidders and Retail allocation to QIB Bidders and Non-
Individual Bidders Institutional Bidders
Percentage of Offer Size Not more than 50% of the Offer Size Not less than 15% of the Offer or the Not less than 35% of the Offer or
available for Allotment/ being available for allocation to Offer less allocation to QIBs and Offer less allocation to QIBs and
allocation QIBs. However, upto 5% of the Net Retail Individual Bidders Non-Institutional Bidders
QIB Portion (excluding Anchor
Investor Portion) will be available for
allocation proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual Fund
Portion will also be eligible for
allocation in the remaining QIB
Portion. The unsubscribed portion in
the Mutual Fund Portion will be
available for allocation to QIBs
Basis of Allotment/ Proportionate as follows (excluding Proportionate Allotment to each retail Individual
allocation if respective the Anchor Investor Portion): Bidder shall not be less than the
category is (a) up to [●] Equity Shares shall be maximum Bid lot, subject to
oversubscribed* available for allocation on a availability of Equity Shares in the
proportionate basis to Mutual Retail Portion and the remaining
Funds only; and available Equity Shares is any, chall
(b) not more than [●] Equity be allotted on a proportionate basis.
Shares shall be allotted on a For details see, “Offer Procedure –
proportionate basis to all QIBs, Part B – Section 7: Allotment
including Mutual Funds Procedure and Basis of Allotment –
receiving allocation as per (a) Allotment to RIIs” on page 375
above.
Up to [●] Equity Shares may be
allocated on a discretionary basis to
Anchor Investors of which one-third
shall be available for allocation to
Mutual Funds only
Minimum Bid Such number of Equity Shares and in Such number of Equity Shares and in [●] Equity Shares and in multiples of
multiples of [●] Equity Shares multiples of [●] Equity Shares [●] Equity Shares thereafter
thereafter such that the Bid Amount thereafter such that the Bid Amount
exceeds `200,000 exceeds `200,000
Maximum Bid Such number of Equity Shares not Such number of Equity Shares not Such number of Equity Shares so
exceeding the size of the Offer, exceeding the size of the Offer, that the Bid Amount does not exceed
subject to applicable limits subject to applicable limits `200,000
Mode of Allotment Compulsorily in dematerialized form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot A minimum of [●] Equity Shares and thereafter in multiples of [●] Equity Shares
For Retail Individual Bidders, [●] Equity Shares and in multiples of one Equity Share thereafter, subject to
availability in the Retail Portion
Trading Lot One Equity Share
Who can apply(3) (4) Public financial institutions as Resident Indian individuals, Eligible Resident Indian individuals, Eligible
specified in Section 2(72) of the NRIs, HUFs (in the name of Karta), NRIs and HUFs (in the name of
Companies Act 2013, scheduled companies, corporate bodies, Karta)
commercial banks, multilateral and scientific institutions, societies and
bilateral development financial trusts, Category III Foreign Portfolio
institutions, mutual funds registered Investors
with SEBI, FPIs other than Category
III Foreign Portfolio Investors,
VCFs, AIFs, FVCIs, state industrial
development corporation, insurance
company registered with IRDA,
provident fund with minimum corpus
of `250 million, pension fund with
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 Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders
minimum corpus of `250 million
National Investment Fund set up by
the Government, insurance funds set
up and managed by army, navy or air
force of the Union of India, insurance
funds set up and managed by the
Department of Posts, India and
Systemically Important NBFCs
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder that is specified in the
ASBA Form at the time of submission of the ASBA Form (4)
 Assuming full subscription in the Issue

(1) Our Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the price Anchor Investor Allocation Price. In the event of under-subscription
or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For
details, see “Offer Structure” on page 344
(2) Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR. The Offer is being made through the
Book Building Process wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company
and the Selling Shareholders in consultation with BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-
third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or
above Anchor Investor Allocation Price. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on
a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
(3) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of
the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder
would be deemed to have signed on behalf of the joint holders
(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference
between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in the
CAN. For details of terms of payment applicable to Anchor Investors, see “Offer Procedure – Part B - Section 7: Allotment Procedure and Basis of Allotment”
from page 375

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the
Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of
our Company and the Selling Shareholders in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate
basis. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories
or a combination of categories. For further details, see “Terms of the Offer” on page 341.

Bidders will be required to confirm and will deemed to have represented to our Company, the Selling Shareholders, the
underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law,
rules, regulations, guidelines and approvals to acquire the Equity Shares.

Withdrawal of the Offer

Our Company and the Selling Shareholders in consultation with the BRLMs, reserve the right not to proceed with the Offer after
the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the
newspapers in which the pre-Offer advertisements were published, within two days of the Bid/ Offer Closing Date or such other
time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer and inform the Stock Exchanges
simultaneously. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs to unblock the bank accounts of the ASBA
Bidders within one Working Day from the date of receipt of such notification and also inform the Bankers to the Offer to process
refunds to the Anchor Investors, as the case may be. Our Company shall also inform the same to the Stock Exchanges on which
Equity Shares are proposed to be listed. The notice of withdrawal will be issued in the same newspapers where the pre-Offer
advertisements have appeared and the Stock Exchanges will also be informed promptly.

If our Company and the Selling Shareholders withdraw the Offer after the Bid/ Offer Closing Date and thereafter determines that
it will proceed with an Fresh Issue/ Offer for sale of the Equity Shares, our Company shall file a fresh draft red herring prospectus
with SEBI. Notwithstanding the foregoing, this Offer is also subject to obtaining the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment, and the final RoC approval of the Prospectus after it is filed with
the RoC.

Bid/ Offer Programme

BID/ OFFER OPENS ON [●](1)

BID/ OFFER CLOSES ON [●](2)

(1) Our Company and the Selling Shareholders, in consultation with the BRLMs may consider participation by Anchor Investors. The Anchor Investor Bidding
Date shall be one Working Day prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations

345
(2) Our Company and the Selling Shareholders, in consultation with the BRLMs may consider closing the Bid/ Offer Period for QIBs one day prior to the Bid/
Offer Closing Date in accordance with the SEBI ICDR Regulations

An indicative timetable in respect of the Offer is set out below:

Event Indicative Date

Bid/ Offer Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock Exchange [●]
Initiation of refunds (if any, for Anchor Investors)/ unblocking of funds in ASBA Accounts [●]
Credit of Equity Shares to demat accounts of Allottees [●]
Commencement of trading of the Equity Shares on the Stock Exchanges [●]

The above timetable is indicative other than the Bid/ Offer Opening Date and the Bid/ Offer Closing Date and does not
constitute any obligation on our Company or the Selling Shareholders or the BRLMs.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within six Working Days of the Bid/
Offer Closing Date or such other period as may be prescribed (and the Selling Shareholders shall extend reasonable
cooperation with respect to their respective Equity Shares Offered under the Offer for Sale), the timetable may change
due to various factors, such as extension of the Bid/ Offer Period by our Company and the Selling Shareholders, revision
of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance
with the applicable laws.

Except in relation to the Bids received from the Anchor Investors, Bids and any revision in Bids shall be accepted only between
10.00 a.m. and 5.00 p.m. Indian Standard Time (“IST”) during the Bid/ Offer Period (except the Bid/ Offer Closing Date) at the
Bidding Centres and the Designated Branches mentioned on the Bid cum Application Form.

On the Bid/ Offer Closing Date, the Bids and any revision in the Bids shall be accepted only between 10.00 a.m. and 3.00 p.m.
IST and shall be uploaded until (i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and (ii) until 5.00 p.m.
IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into
account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges.

It is clarified that Bids not uploaded on the electronic bidding system of the Stock Exchanges or in respect of which the full
Bid Amount is not blocked by SCSBs would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to submit their Bids
one day prior to the Bid/ Offer Closing Date and, in any case, no later than 5.00 p.m. IST on the Bid/ Offer Closing Date. Any
time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are
received on the Bid/ Offer Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to
lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under this Offer. Bids will be
accepted only on Working Days. None among our Company, the Selling Shareholders or any member of the Syndicate is liable
for any failure in uploading the Bids due to faults in any software/ hardware system or otherwise.

In case of any discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical Bid cum
Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as the
final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained
in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the Registrar to the Offer shall ask for
rectified data.

Our Company and the Selling Shareholders in consultation with the BRLMs, reserve the right to revise the Price Band during the
Bid/ Offer Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not
be less than the face value of the Equity Shares. The revision in the Price Band shall not exceed 20% on either side i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly.

In case of such revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working
Days after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in Price Band, and
the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing
a press release and also by indicating the change on the websites of the BRLMs and the terminals of the other Syndicate
Members.

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 OFFER PROCEDURE

All Bidders should review the General Information Document for Investing in Public Issues prepared and issued in accordance
with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI and updated pursuant to among others the
circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 as amended and modified by the circular
(CIR/CFD/DIL/1/2016) dated January 1, 2016 and the circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016,
and (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 notified by SEBI (“General Information Document”)
included below under sub-section titled “ – Part B - General Information Document”, which highlights the key rules, processes
and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the
SCRR and the SEBI ICDR Regulations. The General Information Document has been updated to reflect amendments to the SEBI
ICDR Regulations and provisions of the Companies Act, 2013, to the extent applicable to a public issue and any other enactments
and regulations. The General Information Document is also available on the websites of the Stock Exchanges and the BRLMs.
Please refer to the relevant provisions of the General Information Document which are applicable to the Offer. All Designated
Intermediaries in relation to the Offer should ensure compliance with the SEBI circular (CIR/CFD/POLICYCELL/11/2015) dated
November 10, 2015, as amended and modified by the SEBI circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016,
in relation to clarifications on streamlining the process of public issue of equity shares and convertibles.

Our Company, the Selling Shareholders and the Syndicate do not accept any responsibility for the completeness and accuracy of
the information stated in this section and are not liable for any amendment, modification or change in applicable laws, which may
occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure
that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of
the Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus.

PART A

Book Building Procedure

The Offer is being made through the Book Building Process in accordance with Regulation 26(1) of the SEBI ICDR Regulations,
wherein Net Offer, of not more than 50% of the Offer shall be available for allocation to QIBs on a proportionate basis, provided
that our Company and the Selling Shareholders, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from them at or above the Anchor Investor Allocation Price. In
case of under-subscription or non-allocation in the Anchor Investor Portion, the remaining Equity Shares will be added back to
the QIB Portion (other than the Anchor Investor Portion). 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate
basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-
Institutional Investors and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.

Under-subscription, if any, in any portion except in the QIB Portion, would be allowed to be met with spill-over from any other
portion or combination of portions, at the discretion of our Company and the Selling Shareholders in consultation with the BRLMs
and the Designated Stock Exchange and subject to applicable laws.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid
cum Application Forms that do not have the details of the Bidders’ depository account, including DP ID, Client ID and
PAN, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares
in physical form.

Bid cum Application Form

Copies of the ASBA Form and the abridged prospectus will be available with the Designated Intermediaries at the relevant Bidding
Centres and our Registered Office. An electronic copy of the ASBA Form will also be available for download on the websites of
the NSE (www.nseindia.com) and the BSE (www.bseindia.com), at least one day prior to the Bid/ Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process. Anchor
Investors are not permitted to participate in the Offer through the ASBA process.

ASBA Bidders must provide bank account details and authorisation to block funds in their respective ASBA Accounts in the
relevant space provided in the ASBA Form and the ASBA Forms that do not contain such details are liable to be rejected.

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ASBA Bidders shall ensure that the Bids are submitted on ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified
stamp are liable to be rejected. Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount
equivalent to the full Bid Amount can be blocked by the SCSB at the time of submitting the Bid.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form*
Resident Indians (including relevant QIBs, Non-Institutional Investors, Retail Individual Bidders and Eligible [●]
NRIs, applying on a non-repatriation basis
Non-Residents including Eligible NRIs applying on a repatriation basis, FPI or FVCIs, registered multilateral [●]
and bilateral development financial institutions
Anchor Investors [●]
*
Other than electronic Bid cum Application Form

Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSBs where the Bidder
has a bank account and shall not submit it to any non-SCSB or any Banker to the Offer.

Who can Bid?

In addition to the category of Bidders set forth under “- Part B - General Information Document for Investing in Public Issues –
Category of Investors Eligible to Participate in an Issue” on page 358, the following persons are also eligible to invest in the
Equity Shares under all applicable laws, regulations and guidelines:

• Scientific and/ or industrial research organisations authorised in India to invest in the Equity Shares; and

• Any other persons eligible to Bid in the Offer under the laws, rules, regulations, guidelines and policies applicable to
them.

Participation by Promoter, Promoter Group, BRLMs, Syndicate Members and Persons Related to Them

The BRLMs and Syndicate Members shall not be allowed to purchase Equity Shares in this Offer in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate
Members may Bid for Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be applicable
to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account or on behalf
of their clients. All categories of investors, including associates or affiliates of the BRLMs and Syndicate Members, shall be treated
equally for the purpose of allocation to be made on a proportionate basis.

The BRLMs and any persons related to the BRLMs (other than Mutual Funds sponsored by entities related to the BRLMs) and
our Promoters, Promoter Group and any persons related to our Promoters and Promoter Group cannot apply in the Offer in the
Anchor Investor Portion.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid
cum Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid without assigning
any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes
for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI
and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids, provided that
the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of
any single company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector
or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-
up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of the Bid cum Application Form from the Designated Intermediaries. Eligible NRI Bidders
Bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSBs to block their Non-
Resident External (“NRE”) accounts or Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding

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on a non-repatriation basis by using Resident Forms should authorise their respective SCSBs to block their Non-Resident Ordinary
(“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in
colour).

Bids by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same set
of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our post-Offer Equity Share capital.
Further, in terms of applicable FEMA regulations, the total holding by each FPI shall be below 10% of the total paid-up Equity
Share capital of our Company (on a fully diluted basis) and the total holdings of all FPIs put together shall not exceed 24% of the
paid-up Equity Share capital of our Company(on a fully diluted basis). In case the total holding of an FPI increases beyond 10%
of the total paid-up value of any series of debentures or preference shares or share warrants that may be issued by our Company,
the total investment made by the FPI will be reclassified as FDI subject to conditions of the RBI and SEBI in this regard and our
Company and the investor will be required to comply with the applicable reporting requirements. The aggregate limit of 24% may
be increased up to the sectoral cap by way of a resolution passed by our Board of Directors followed by a special resolution passed
by the Shareholders of our Company and subject to prior intimation to the RBI. In terms of the FEMA Regulations, for calculating
the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

The existing individual and aggregate investment limits for FPI in our Company is 10% and 49% of the total paid-up Share capital
of our Company, respectively.

FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the
Government from time to time.

As per the circular issued by SEBI on November 24, 2014, these investment restrictions shall also apply to subscribers of offshore
derivative instruments. Two or more subscribers of offshore derivate instruments having a common beneficial owner shall be
considered together as a single subscriber of the offshore derivate instrument. In the event an investor has investments as a FPI
and as a subscriber of ODIs, these investment restrictions shall apply on the aggregate of the FPI and offshore derivate instrument
investments held in the underlying company.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of
the SEBI FPI Regulations and circulars issued in this regard, an FPI, other than Category III Foreign Portfolio Investors and
unregulated broad-based funds, which are classified as Category II Foreign Portfolio Investors by virtue of their investment
manager being appropriately regulated, may issue, subscribe or otherwise deal in offshore derivative instruments (as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held
by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly,
only if (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority;
(ii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iii) such offshore
derivative instruments shall not be issued to or transferred to persons who are resident Indians or NRIs and to entities beneficially
owned by resident Indians or NRIs.

An FPI is also required to ensure that any transfer of offshore derivative instrument is made by, or on behalf of it subject to the
following conditions:

(a) such offshore derivative instruments are transferred to persons in accordance with the SEBI FPI Regulations; and

(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments
are to be transferred to are pre-approved by the FPI.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations and the SEBI AIF Regulations prescribe, inter-alia, the investment restrictions applicable to the
VCFs, FVCIs and AIFs registered with SEBI.

The holding by any individual VCF registered with the SEBI in one venture capital undertaking should not exceed 25% of the
corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription to public
offerings.

Category I and category II AIFs cannot invest more than 25% of the investible funds in one investee company. A category III AIF
cannot invest more than 10% of the investible funds in one investee company. A venture capital fund registered as a category I
AIF, as defined in the SEBI AIF Regulations, cannot invest more than one0thirdsof its corpus by way of subscription to an initial
public offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI

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AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the
fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other categories
for the purpose of allocation.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any,
will be payable in Indian Rupees only, and net of bank charges and commission.

Bids by Limited Liability Partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy
of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application
Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid without assigning any reason
thereof.

Bids by Banking Companies

In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application
Form, failing which our Company and the Selling Shareholders reserve the right to reject any Bid by a banking company without
assigning any reason thereof.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or
10% of the bank’s own paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted
to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee company if (i) the investee company
is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the
additional acquisition is through restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect the
bank’s interest on loans/investments made to a company. A banking company is required to submit a time-bound action plan for
disposal of such shares within a specified period to the RBI. A banking company would require a prior approval of the RBI to
make (i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed),
and (ii) investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as
stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016.

Bids by SCSBs

SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars dated September 13, 2012 and January
2, 2013. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a
separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used solely for the
purpose of making application in public issues and clear demarcated funds should be available in such account for such
applications.

Bids by Insurance Companies

In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued by
IRDA must be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve the
right to reject any Bid without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 (the “IRDA Investment Regulations”), are broadly set forth below:

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the
investment assets of a life insurer or general insurer, and the amount calculated under (a), (b) and (c) below, as the case may be.

(a) Limit for the investee company: The lower of: (i) 10%* of the outstanding equity shares (face value); and (ii) 10% of such
funds and reserves as specified under the IRDA Investment Regulations, in case of a life insurer, or 10% of the approved
investments and other investments as permitted under the Insurance Act and the IRDA Investment Regulations, in case
of a general insurer (including reinsurer or a health insurer), as the case may be;

(b) Limit for the entire group of the investee company: Not more than: (i) 15% of such funds and reserves as specified under
the IRDA Investment Regulations, in case of a life insurer, or 15% of the approved investments and other investments as
permitted under the Insurance Act and the IRDA Investment Regulations, in case of a general insurer (including reinsurer
or a health insurer); or (ii) 15% of the investment assets in all companies belonging to the group, whichever is lower; and

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(c) Limit for the industry sector to which the investee company belongs: Not more than: (i) 15% of the such funds and reserves
as specified under the IRDA Investment Regulations, in case of a life insurer, or 15% of the approved investments and
other investments as permitted under the Insurance Act and the IRDA Investment Regulations, in case of a general insurer
(including a re-insurer or a health insurer); or (ii) 15% of the investment asset, whichever is lower.
* The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment assets of `2,500,000
million or more and 12% of outstanding equity shares (face value) for insurers with investment assets of `500,000 million or more but less than `2,500,000
million.

Insurance companies participating in this Offer shall comply with all applicable regulations, guidelines and circulars issued by the
IRDA from time to time.

Bids by Provident Funds/ Pension Funds

In case of Bids made by provident funds/ pension funds with minimum corpus of `250 million, subject to applicable laws, a
certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be
attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any
Bid, without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible FPIs,
AIFs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of India, insurance funds set up
by the Department of Posts, Government of India or the National Investment Fund and provident funds with a minimum corpus
of `250 million (subject to applicable laws) and pension funds with a minimum corpus of `250 million (subject to applicable
laws), Systemically Important NBFCs (as defined under in RBI regulations) a certified copy of the power of attorney or the relevant
resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association
and/ or bye laws must be lodged along with the Bid cum Application Form, as the case may be. Failing this, our Company and the
Selling Shareholders reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason
thereof.

Our Company and the Selling Shareholders in consultation with the BRLMs in their absolute discretion, reserve the right to relax
the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form.

In accordance with existing regulations, OCBs cannot participate in the Offer.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, the BRLMs and
the Syndicate Members are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red
Herring Prospectus.

General Instructions

Do’s:

1. Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus and
under applicable law, rules, regulations, guidelines and approvals;

2. Ensure that you have Bid within the Price Band;

3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidder’s depository account is active, as
Allotment of the Equity Shares will be in the dematerialised form only;

5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Center within the prescribed time;

6. If you are an ASBA Bidder, the first applicant is not the ASBA Account holder, ensure that the Bid cum Application
Form is signed by the ASBA Account holder. Ensure that you have mentioned the correct ASBA Account number in the
Bid cum Application Form;

7. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;

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8. Ensure that the name(s) given in the Bid cum Application Form is/ are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain the name of only the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;

9. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your Bid
options from the concerned Designated Intermediary;

10. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before submitting
the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;

11. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised Acknowledgement Slip;

12. Except for (i) Bids on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms
of circular dated June 30, 2008 of SEBI, may be exempt from specifying their PAN for transacting in the securities
market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms circular dated July 20, 2006 of the SEBI,
may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their
PAN allotted under the Income Tax Act. The exemption for the Central or the State Government and officials appointed
by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN
field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as
per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;

13. Ensure that the Demographic Details are updated, true and correct in all respects;

14. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal;

15. Ensure that the category and the investor status is indicated;

16. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., relevant documents
are submitted;

17. Ensure that Bids submitted by any person resident outside India should be in compliance with applicable foreign and
Indian laws;

18. Bidders should note that in case the DP ID, Client ID and PAN mentioned in their Bid cum Application Form and entered
into the online bidders system of the Stock Exchanges by the relevant Designated Intermediary, as the case may be,
matches with the DP ID, Client ID and PAN available in the Depository database;

19. Ensure that you have correctly signed the authorisation/ undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB via electronic mode, for blocking funds in the ASBA Account equivalent
to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid;

20. Ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary
in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has
named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches
is available on the website of SEBI at http:// www.sebi.gov.in);

21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid cum
Application Form and the Red Herring Prospectus; and

22. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid/ revise Bid Amount to less than the Floor Price or higher than the Cap Price (including any revisions thereof);

3. Do not pay the Bid Amount in cheques, demand drafts, by cash, money order, by postal order or by stock invest;

4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;

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5. If you are a QIB or Non-Institutional Bidder, do not Bid at Cut-off Price;

6. Do not withdraw or lower the size of your Bid (in terms of number of Equity Shares Bid for, or Bid Amount) at any stage,
if you are a QIB or a Non-Institutional Bidder;

7. Do not instruct your respective SCSBs to release the funds blocked in the ASBA Account under the ASBA process;

8. Do not Bid for a Bid Amount exceeding `200,000 (for Bids by Retail Individual Bidders);

9. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/ or investment
limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum
amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus;

10. Do not submit Bid for an amount more than funds available in your ASBA Account;

11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of Bidder;

12. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

13. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);

14. Do not submit more than five Bid cum Application Forms per ASBA Account;

15. Anchor Investors should not bid through the ASBA process;

16. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;

17. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary;

18. Do not send ASBA Forms by post. Instead submit the same to only a Designated Intermediary;

19. Do not Bid on a physical ASBA Form that does not have the stamp of a Designated Intermediary;

20. Do not submit the GIR number instead of the PAN;

21. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is
suspended or for which details cannot be verified by the Registrar to the Offer; and

22. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at
any stage, if you are a QIB or a Non-Institutional Bidder.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Payment into Escrow Account for Anchor Investors

Our Company and the Selling Shareholders in consultation with the BRLMs will decide the list of Anchor Investors to whom the
CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process. Instead, Anchor
Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT). For Anchor Investors, the payment
instruments for payment into the Escrow Account should be drawn in favour of:

(a) In case of resident Anchor Investors: “[●]”

(b) In case of Non-Resident Anchor Investors: “[●]”

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring Prospectus with the RoC,
publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of [●], all editions of [●]
and all editions of [●] (which are English, Hindi and Telugu daily newspapers, (Telugu being the regional language of Telangana
where our Registered Office is located), each with wide circulation. Our Company shall, in the pre-Offer advertisement state the
Bid/ Offer Opening Date, the Bid/ Offer Closing Date and the QIB Bid/ Offer Closing Date. This advertisement, subject to the

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provisions of Section 30 of the Companies Act 2013, shall be in the format prescribed in Part A of Schedule XIII of the SEBI
ICDR Regulations.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company, the Selling Shareholders and the Syndicate intend to enter into an Underwriting Agreement on or
immediately after the finalisation of the Offer Price.

(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in accordance
with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain details of the Offer
Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and will be complete in all material
respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act
2013, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act 2013 includes imprisonment for a term which shall not be less
than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less than
three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount.

Undertakings by our Company

Our Company undertakes the following:

 the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;

 all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges
where the Equity Shares are proposed to be listed are taken within six Working Days of the Bid/ Offer Closing Date or
any other period as may be prescribed, will be taken;

 the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be made available to
the Registrar to the Offer by our Company;

 if Allotment is not made within the prescribed time period under applicable laws, the entire subscription amount received
will be refunded/ unblocked within the time prescribed under applicable laws. If there is delay beyond the prescribed
time, our Company shall pay interest prescribed under the Companies Act 2013, the SEBI ICDR Regulations and other
applicable laws for the delayed period;

 where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be
sent to the applicant within the time prescribed under applicable law, giving details of the bank where refunds shall be
credited along with amount and expected date of electronic credit of refund;

 that details of all monies utilised out of the Fresh Issue shall be disclosed under an appropriate separate head in our
balance sheet indicating the purpose for which monies have been utilised. Further, details of all unutilised monies out of
the Fresh Issue, if any, shall be disclosed under an appropriate separate head in the balance sheet, indicating the form in
which such amounts have been invested;

 that we shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time;

 intimation of the credit of securities/ refund orders to Eligible NRIs shall be despatched within specified time;

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 except for allotment of Equity Shares pursuant to exercise of options under the ESOP Scheme, no further issue of the
Equity Shares shall be made till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid
monies are refunded/ unblocked in ASBA Account on account of non-listing, under-subscription, etc.; and

 adequate arrangements shall be made to collect all Bid cum Application Forms by Bidders.

Undertakings by the Investor Selling Shareholders

Investor Selling Shareholder, with respect to itself only (and not in respect of any other person), undertakes that:

 its portion of the Offered Shares have been held by it for a continuous period of at least one year prior to the date of filing
the Draft Red Herring Prospectus with SEBI or have been issued or received in accordance with Regulation 26(6) of the
SEBI ICDR Regulations;

 It shall not access the funds raised in the Offer until receipt of final listing and trading approvals from the Stock
Exchanges;

 it shall not during the period commencing from the date of the offer agreement and ending on the date, earlier of offer,
transfer, lend, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract
to sell or grant any option, right or warrant to purchase, lend, or otherwise transfer, dispose of or create any Encumbrances
on its portion of the Offered Shares, in relation to any Equity Shares or any securities convertible into or exercisable or
exchangeable (directly or indirectly) for Equity Shares;

 Other than the listing fees, which shall be borne by the Company, the Company and the Selling Shareholders shall bear,
severally and not jointly, in their respective proportion of the Equity Shares offered in the Offer, all fees and expenses
relating to the Offer, in accordance with Applicable Law;

 it shall comply with, the terms and conditions of such approvals and consents, and all Applicable Laws in relation to the
Offer or any other matter incidental thereto, including, without limitation, the Securities and Exchange Board of India
Act, 1992, the SCRA, the SCRR, the Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, the
foreign direct investment policy and the foreign investment regulations in India, and the guidelines, instructions, rules,
communications, circulars and regulations, as amended from time to time, issued by the GoI, the Registrar of Companies,
SEBI, the RBI, the Stock Exchanges, the erstwhile FIPB or by any other governmental, regulatory or statutory authority
or any court or tribunal.

Undertakings by the Individual Selling Shareholders

Individual Selling Shareholder, with respect to itself only (and not in respect of any other person), undertakes that:

 the Equity Shares offered by it in the Offer have been held by it for a period of at least one year prior to the filing of this
Draft Red Herring Prospectus with the SEBI;

 it shall not have any recourse to the proceeds of the Offer until final listing and trading approvals have been received
from the Stock Exchanges;

 it shall take all steps to provide all reasonable assistance to our Company and the BRLMs, as may be required for the
completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges within six
Working Days from the Bid/ Offer Closing Date, failing which it shall forthwith repay without interest all monies received
from Bidders. In case of delay, interest as per applicable laws shall be paid by the Selling Shareholders in proportion to
the Offered Shares;

 it shall not offer, lend, pledge, charge, transfer or otherwise encumber, sell, dispose off any of the Offered Shares being
offered pursuant to the Offer until such time that the lock-in remains effective save and except as may be permitted under
the SEBI ICDR Regulations;

 it shall provide all reasonable assistance to our Company and the BRLMs to ensure that the Equity Shares being offered
by it pursuant to the Offer shall be transferred to the successful Bidders within the time specified under applicable laws;

 it shall reimburse our Company for expenses incurred in relation to the Offer in the manner agreed to amongst the Selling
Shareholders and our Company, in accordance with applicable laws;

 the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be made available to
the Registrar to the Offer by the Selling Shareholders; and

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it shall comply with all applicable laws, including but not limited to the SEBI ICDR Regulations and the Companies Act 2013,
and the rules and regulations made thereunder, in relation to the Offer.

Utilisation of Offer Proceeds

The Selling Shareholders along with our Company declare that all monies received out of the Offer shall be credited/ transferred
to a separate bank account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act 2013.

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 PART B

General Information Document for Investing in Public Issues

This General Information Document highlights the key rules, processes and procedures applicable to public issues in accordance
with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. Bidders/ Applicants should not
construe the contents of this General Information Document as legal advice and should consult their own legal counsel and other
advisors in relation to the legal matters concerning the Offer. For taking an investment decision, the Bidders/ Applicants should
rely on their own examination of the issuer and the Offer, and should carefully read the Red Herring Prospectus/ Prospectus
before investing in the Offer.

SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)

This document is applicable to the public issues undertaken through the Book-Building Process as well as to the Fixed Price
Offers. The purpose of the “General Information Document for Investing in Public Issues” is to provide general guidance to
potential Bidders/ Applicants in IPOs and FPOs, on the processes and procedures governing IPOs and FPOs, undertaken in
accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (“SEBI ICDR Regulations”).

Bidders/ Applicants should note that investment in equity and equity related securities involves risk and Bidder/ Applicant should
not invest any funds in the Offer unless they can afford to take the risk of losing their investment. The specific terms relating to
securities and/ or for subscribing to securities in an Offer and the relevant information about the Issuer undertaking the Offer are
set out in the Red Herring Prospectus (“RHP”)/ Prospectus filed by the Issuer with the Registrar of Companies (“RoC”). Bidders/
Applicants should carefully read the entire RHP/ Prospectus and the Bid cum Application Form/ Application Form and the
Abridged Prospectus of the Issuer in which they are proposing to invest through the Offer. In case of any difference in interpretation
or conflict and/ or overlap between the disclosure included in this document and the RHP/ Prospectus, the disclosures in the RHP/
Prospectus shall prevail. The RHP/ Prospectus of the Issuer is available on the websites of stock exchanges, on the website(s) of
the Lead Manager(s) to the Offer and on the website of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in.

For the definitions of capitalised terms and abbreviations used herein Bidders/ Applicants may see “Glossary and Abbreviations”.

SECTION 2: BRIEF INTRODUCTION TO IPOs/ FPOs

2.1 Initial public offer (IPO)

An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and may include an
Offer for Sale of specified securities to the public by any existing holder of such securities in an unlisted Issuer.

For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of in terms of either
Regulation 26(1) or Regulation 26(2) of the SEBI ICDR Regulations, 2009. For details of compliance with the eligibility
requirements by the Issuer, Bidders/ Applicants may refer to the RHP/ Prospectus.

2.2 Further public offer (FPO)

An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may include Offer for
Sale of specified securities to the public by any existing holder of such securities in a listed Issuer.

For undertaking an FPO, the Issuer is inter-alia required to comply with the eligibility requirements in terms of Regulation
26/ Regulation 27 of the SEBI ICDR Regulations, 2009. For details of compliance with the eligibility requirements by
the Issuer, Bidders/ Applicants may refer to the RHP/ Prospectus.

2.3 Other Eligibility Requirements:

In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to undertake an IPO or
an FPO is required to comply with various other requirements as specified in the SEBI ICDR Regulations, 2009, the
Companies Act, 2013, the Companies Act, 1956 (to the extent applicable), the Securities Contracts (Regulation) Rules,
1957 (“SCRR”), industry-specific regulations, if any, and other applicable laws for the time being in force.

For details in relation to the above Bidders/ Applicants may refer to the RHP/ Prospectus.

2.4 Types of Public Offers – Fixed Price Offers and Book Built Offers

In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either determine the Issue Price
through the Book Building Process (“Book Built Issue”) or undertake a Fixed Price Issue (“Fixed Price Issue”). An
Issuer may mention Floor Price or Price Band in the RHP (in case of a Book Built Issue) and a Price or Price Band in the

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 Draft Prospectus (in case of a fixed price Issue) and determine the price at a later date before registering the Prospectus
with the Registrar of Companies.

The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall announce the Price
or the Floor Price or the Price Band through advertisement in all newspapers in which the pre-issue advertisement was
given at least five Working Days before the Bid/ Offer Opening Date, in case of an IPO and at least one Working Day
before the Bid/ Offer Opening Date, in case of an FPO.

The Floor Price or the Offer price cannot be lesser than the face value of the securities.

Bidders/ Applicants should refer to the RHP/ Prospectus or Offer advertisements to check whether the Offer is a Book
Built Issue or a Fixed Price Issue.

2.5 ISSUE PERIOD

The Offer may be kept open for a minimum of three Working Days (for all category of Bidders/ Applicants) and not more
than ten Working Days. Bidders/ Applicants are advised to refer to the Bid cum Application Form and Abridged
Prospectus or RHP/ Prospectus for details of the Bid/ Offer Period. Details of Bid/ Offer Period are also available on the
website of the Stock Exchange(s).

In case of a Book Built Issue, the Issuer may close the Bid/ Offer Period for QIBs one Working Day prior to the Bid/
Offer Closing Date if disclosures to that effect are made in the RHP. In case of revision of the Floor Price or Price Band
in Book Built Issues the Bid/ Offer Period may be extended by at least three Working Days, subject to the total Bid/ Offer
Period not exceeding 10 Working Days. For details of any revision of the Floor Price or Price Band, Bidders/ Applicants
may check the announcements made by the Issuer on the websites of the Stock Exchanges, and the advertisement in the
newspaper(s) issued in this regard.

2.6 FLOWCHART OF TIMELINES

A flow chart of process flow in Fixed Price and Book Built Issues is as follows. Bidders/ Applicants may note that this
is not applicable for Fast Track FPOs:

 In case of Offer other than Book Built Issue (Fixed Price Issue) the process at the following of the below
mentioned steps shall be read as:

i. Step 7: Determination of Offer Date and Price

ii. Step 10: Applicant submits ASBA Form with any of the Designated Intermediaries.

SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE

Each Bidder/ Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain categories of
Bidders/ Applicants, such as NRIs, FPIs and FVCIs may not be allowed to hold Equity Shares, in excess of certain limits specified
under applicable law. Bidders/ Applicants are requested to refer to the RHP/ Prospectus for more details.

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Subject to the above, an illustrative list of Bidders/ Applicants is as follows:

 Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in single or joint
names (not more than three);

 Bids/ Applications belonging to an account for the benefit of a minor (under guardianship);

 Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/ Applicant should specify that the
Bid is being made in the name of the HUF in the Bid cum Application Form/ Application Form as follows: “Name of
sole or first Bidder/ Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta”. Bids/ Applications by HUFs may be considered at par with Bids/ Applications from individuals;

 Companies, corporate bodies and societies registered under applicable law in India and authorised to invest in equity
shares;

 Scientific and/ or industrial research organisations authorised in India to invest in the Equity Shares;

 QIBs;

 NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable law;

 Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the SEBI ICDR
Regulations, 2009 and other laws, as applicable);

 FPIs other than Category III foreign portfolio investors, Bidding under the QIBs category;

 FPIs which are Category III foreign portfolio investors, Bidding under the NIIs category;

 Trusts/ societies registered under the Societies Registration Act, 1860, or under any other law relating to trusts/ societies
and who are authorised under their respective constitutions to hold and invest in equity shares;

 Limited liability partnerships registered under the Limited Liability Partnership Act, 2008;

 Any other person eligible to Bid/ Apply in the Offer, under the laws, rules, regulations, guidelines and policies applicable
to them and under Indian laws; and

 As per the existing regulations, OCBs are not allowed to participate in an Offer.

SECTION 4: APPLYING IN THE ISSUE

Book Built Issue: Bidders/ Applicants should only use the specified ASBA Form (or in case of Anchor Investors, the Anchor
Investor Application Form) either bearing the stamp of the Designated Intermediary, as available or downloaded from the websites
of the Stock Exchanges. Bid cum Application Forms are available with the Designated Intermediaries at the Bidding Centres and
at the registered office of the Issuer. Electronic Bid cum Application Forms will be available on the websites of the Stock
Exchanges at least one day prior to the Bid/ Offer Opening Date. For further details, regarding availability of Bid cum Application
Forms, Bidders/ Applicants may refer to the RHP/ Prospectus.

Fixed Price Issue: Applicants should only use the specified Bid cum Application Form bearing the stamp of the relevant
Designated Intermediaries, as available or downloaded from the websites of the Stock Exchanges. Application Forms are available
with the Designated Branches of the SCSBs and at the Registered and Corporate Office of the Issuer. For further details, regarding
availability of Application Forms, Applicants may refer to the Prospectus.

Bidders/ Applicants should ensure that they apply in the appropriate category. The prescribed colour of the Bid cum Application
Form for various categories of Bidders/ Applicants is as follows:

Category Colour of the Bid cum

Application Form
Resident Indian, Eligible NRIs applying on a non-repatriation basis White
NRIs, FVCIs, FPIs, on a repatriation basis Blue
Anchor Investors (where applicable) & Bidders/ Applicants Bidding/ applying in the reserved category As specified by the Issuer

Securities issued in an IPO can only be in dematerialised form in accordance with Section 29 of the Companies Act, 2013. Bidders/
Applicants will not have the option of getting the Allotment of specified securities in physical form. However, they may get the
specified securities rematerialised subsequent to Allotment.

4.1 INSTRUCTIONS FOR FILLING THE BID CUM APPLICATION FORM/ APPLICATION FORM
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Bidders/ Applicants may note that forms not filled completely or correctly as per instructions provided in this GID, the
RHP and the Bid cum Application Form/ Application Form are liable to be rejected.

Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the Bid cum Application
Form. Specific instructions for filling various fields of the Resident Bid cum Application Form and Non-Resident Bid
cum Application Form and samples are provided below. The samples of the Bid cum Application Form for resident
Bidders/ Applicants and the Bid cum Application Form for non-resident Bidders/ Applicants are reproduced below:

Application Form – For Residents

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 Application Form – For Non – Residents

4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/ FIRST BIDDER/ APPLICANT

(a) Bidders/ Applicants should ensure that the name provided in this field is exactly the same as the name in which
the Depository Account is held.

(b) Mandatory Fields: Bidders/ Applicants should note that the name and address fields are compulsory and e-mail
and/ or telephone number/ mobile number fields are optional. Bidders/ Applicants should note that the contact
details mentioned in the Bid cum Application Form/ Application Form may be used to dispatch communications
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 in case the communication sent to the address available with the Depositories are returned undelivered or are
not available. The contact details provided in the Bid cum Application Form may be used by the Issuer, the
Designated Intermediaries and the Registrar to the Offer only for correspondence(s) related to an Offer and for
no other purposes.

(c) Joint Bids/ Applications: In the case of Joint Bids/ Applications, the Bids/ Applications should be made in the
name of the Bidder/ Applicant whose name appears first in the Depository account. The name so entered should
be the same as it appears in the Depository records. The signature of only such first Bidder/ Applicant would be
required in the Bid cum Application Form/ Application Form and such first Bidder/ Applicant would be deemed
to have signed on behalf of the joint holders.

(d) Impersonation: Attention of the Bidders/ Applicants is specifically drawn to the provisions of sub-section (1)
of Section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term which
shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest,
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount.

(e) Nomination Facility to Bidder/ Applicant: Nomination facility is available in accordance with the provisions
of Section 72 of the Companies Act, 2013. In case of Allotment of the Equity Shares in dematerialised form,
there is no need to make a separate nomination as the nomination registered with the Depository may prevail.
For changing nominations, the Bidders/ Applicants should inform their respective CDP.

4.1.2 FIELD NUMBER 2: PAN OF SOLE/ FIRST BIDDER/ APPLICANT

(a) PAN (of the sole/ first Bidder/ Applicant) provided in the Bid cum Application Form/ Application Form should
be exactly the same as the PAN of the person(s) in whose sole or first name the relevant beneficiary account is
held as per the Depositories’ records.

(b) PAN is the sole identification number for participants transacting in the securities market irrespective of the
amount of transaction except for Bids/ Applications on behalf of the Central or State Government, Bids/
Applications by officials appointed by the courts and Bids/ Applications by Bidders/ Applicants residing in
Sikkim (“PAN Exempted Bidders/ Applicants”). Consequently, all Bidders/ Applicants, other than the PAN
Exempted Bidders/ Applicants, are required to disclose their PAN in the Bid cum Application Form/ Application
Form, irrespective of the Bid/ Application Amount. Bids/ Applications by the Bidders/ Applicants whose PAN
is not available as per the Demographic Details available in their Depository records, are liable to be rejected.

(c) The exemption for the PAN Exempted Bidders/ Applicants is subject to (a) the Demographic Details received
from the respective Depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of
residents of Sikkim, the address as per the Demographic Details evidencing the same.

(d) Bid cum Application Forms which provide the GIR Number instead of PAN may be rejected.

(e) Bids by Bidders/ Applicants whose demat accounts have been ‘suspended for credit’ are liable to be rejected
pursuant to the circular issued by SEBI on July 29, 2010, bearing number CIR/ MRD/ DP/ 22/ 2010. Such
accounts are classified as “Inactive demat accounts” and Demographic Details are not provided by depositories.

4.1.3 FIELD NUMBER 3: BIDDERS/ APPLICANTS DEPOSITORY ACCOUNT DETAILS

(a) Bidders/ Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid cum Application
Form. The DP ID and Client ID provided in the Bid cum Application Form should match with the DP ID and
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 Client ID available in the Depository database, otherwise, the Bid cum Application Form is liable to be
rejected.

(b) Bidders/ Applicants should ensure that the beneficiary account provided in the Bid cum Application Form is
active.

(c) Bidders/ Applicants should note that on the basis of the DP ID and Client ID as provided in the Bid cum
Application Form, the Bidder/ Applicant may be deemed to have authorised the Depositories to provide to the
Registrar to the Offer, any requested Demographic Details of the Bidder/ Applicant as available on the records
of the depositories. These Demographic Details may be used, among other things, for unblocking of ASBA
Account or for other correspondence(s) related to an Offer.

(d) Bidders/ Applicants are advised to update any changes to their Demographic Details as available in the records
of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the
Demographic Details would be at the Bidders’/ Applicants’ sole risk.

4.1.4 FIELD NUMBER 4: BID OPTIONS

(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be disclosed in the
Prospectus/ RHP by the Issuer. The Issuer is required to announce the Floor Price or Price Band, minimum Bid
Lot and Discount (if applicable) by way of an advertisement in at least one English, one Hindi and one regional
newspaper, with wide circulation, at least five Working Days before Bid/ Offer Opening Date in case of an IPO,
and at least one Working Day before Bid/ Offer Opening Date in case of an FPO.

(b) The Bidders/ Applicants may Bid at or above Floor Price or within the Price Band for IPOs/ FPOs undertaken
through the Book Building Process. In the case of Alternate Book Building Process for an FPO, the Bidders/
Applicants may Bid at Floor Price or any price above the Floor Price (For further details Bidders/ Applicants
may refer to (Section 5.6 (e))

(c) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders can Bid at the Cut-
off Price indicating their agreement to Bid for and purchase the Equity Shares at the Offer Price as determined
at the end of the Book Building Process. Bidding at the Cut-off Price is prohibited for QIBs and NIIs and such
Bids from QIBs and NIIs may be rejected.

(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead Managers may decide the
minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range
of `10,000 to `15,000. The minimum Bid Lot is accordingly determined by an Issuer on basis of such minimum
application value.

(e) Allotment: The Allotment of specified securities to each RII shall not be less than the minimum Bid Lot, subject
to availability of shares in the RII category, and the remaining available shares, if any, shall be Allotted on a
proportionate basis. For details of the Bid Lot, Bidders/ Applicants may to the RHP/ Prospectus or the
advertisement regarding the Price Band published by the Issuer.

4.1.4.1 Maximum and Minimum Bid Size

(a) The Bidder/ Applicant may Bid for the desired number of Equity Shares at a specific price. Bids by Retail
Individual Investors, Retail Individual Shareholders must be for such number of shares so as to ensure that the
Bid Amount less Discount (as applicable), payable by the Bidder/ Applicant does not exceed `200,000 and
Eligible Employees Bidding in the Employee Reservation portion can Bid for a Bid Amount not exceeding
`500,000.

(b) In case the Bid Amount exceeds `200,000 due to revision of the Bid or any other reason, the Bid may be
considered for allocation under the Non-Institutional Category (with it not being eligible for Discount, if any),
then such Bid may be rejected if it is at the Cut-off Price.

(c) For NRIs, a Bid Amount of up to `200,000 may be considered under the Retail Category for the purposes of
allocation and a Bid Amount exceeding `200,000 may be considered under the Non-Institutional Category for
the purposes of allocation.

(d) Bids by QIBs and NIIs must be for such minimum number of shares such that the Bid Amount exceeds `200,000
and in multiples of such number of Equity Shares thereafter, as may be disclosed in the Bid cum Application
Form and the RHP/ Prospectus, or as advertised by the Issuer, as the case may be. Non-Institutional Investors
and QIBs are not allowed to Bid at Cut-off Price.

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 (e) In case the Bid Amount reduces to `200,000 or less due to a revision of the Price Band, Bids by the Non-
Institutional Investors who are eligible for allocation in the Retail Category would be considered for allocation
under the Retail Category.

(f) For Anchor Investors, if applicable, the Bid Amount shall be least `10 crores. One-third of the Anchor Investor
Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the price at which allocation is being done to other Anchor Investors. Bids by various schemes
of a Mutual Fund shall be aggregated to determine the Bid Amount. A Bid cannot be submitted for more than
60% of the QIB Category under the Anchor Investor Portion. Anchor Investors cannot withdraw their Bids or
lower the size of their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after the
Anchor Investor Bid/ Offer Period and are required to pay the Bid Amount at the time of submission of the Bid.
In case the Anchor Investor Offer Price is lower than the Offer Price, the balance amount shall be payable as per
the pay-in-date mentioned in the revised CAN. In case the Offer Price is lower than the Anchor Investor Offer
Price, the amount in excess of the Offer Price paid by the Anchor Investors shall not be refunded to them.

(g) A Bid cannot be submitted for more than the Offer size.

(h) The maximum Bid by any Bidder/ Applicant including QIB Bidder/ Applicant should not exceed the investment
limits prescribed for them under the applicable laws.

(i) The price and quantity options submitted by the Bidder/ Applicant in the Bid cum Application Form may be
treated as optional bids from the Bidder/ Applicant and may not be cumulated. After determination of the Offer
Price, the highest number of Equity Shares Bid for by a Bidder/ Applicant at or above the Offer Price may be
considered for Allotment and the rest of the Bid(s), irrespective of the Bid Amount may automatically become
invalid. This is not applicable in case of FPOs undertaken through Alternate Book Building Process (For details
of Bidders/ Applicants may refer to (Section 5.6 (e)).

4.1.4.2 Multiple Bids

(a) Bidder/ Applicant should submit only one Bid cum Application Form. Bidder/ Applicant shall have the option
to make a maximum of three Bids at different price levels in the Bid cum Application Form and such options
are not considered as multiple Bids.

Submission of a second Bid cum Application Form to either the same or to another Designated Intermediary
and duplicate copies of Bid cum Application Forms bearing the same application number shall be treated as
multiple Bids and are liable to be rejected.

(b) Bidders/ Applicants are requested to note the following procedures may be followed by the Registrar to the Offer
to detect multiple Bids:

i. All Bids may be checked for common PAN as per the records of the Depository. For Bidders/
Applicants other than Mutual Funds, Bids bearing the same PAN may be treated as multiple Bids by a
Bidder/ Applicant and may be rejected.

ii. For Bids from Mutual Funds, submitted under the same PAN, as well as Bids on behalf of the PAN
Exempted Bidders/ Applicants, the Bid cum Application Forms may be checked for common DP ID
and Client ID. Such Bids which have the same DP ID and Client ID may be treated as multiple Bids
and are liable to be rejected.

(c) The following Bids may not be treated as multiple Bids:

i. Bids by Reserved Categories Bidding in their respective Reservation Portion as well as bids made by
them in the Offer portion in public category.

ii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund provided that
the Bids clearly indicate the scheme for which the Bid has been made.

iii. Bids by Mutual Funds submitted with the same PAN but with different beneficiary account numbers,
Client IDs and DP IDs.

iv. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.

4.1.5 FIELD NUMBER 5: CATEGORY OF BIDDERS/ APPLICANTS

(a) The categories of Bidders/ Applicants identified as per the SEBI ICDR Regulations, 2009 for the purpose of
Bidding, allocation and Allotment in the Offer are RIIs, NIIs and QIBs.
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 (b) Up to 60% of the QIB Category can be allocated by the Issuer, on a discretionary basis subject to the criteria of
minimum and maximum number of Anchor Investors based on allocation size, to the Anchor Investors, in
accordance with SEBI ICDR Regulations, 2009, with one-third of the Anchor Investor Portion reserved for
domestic Mutual Funds subject to valid Bids being received at or above the Offer Price. For details regarding
allocation to Anchor Investors, Bidders/ Applicants may refer to the RHP/ Prospectus.

(c) An Issuer can make reservation for certain categories of Bidders/ Applicants as permitted under the SEBI ICDR
Regulations, 2009. For details of any reservations made in the Offer, Bidders/ Applicants may refer to the RHP/
Prospectus.

(d) The SEBI ICDR Regulations, 2009, specify the allocation or Allotment that may be made to various categories
of Bidders/ Applicants in an Offer depending upon compliance with the eligibility conditions. Details pertaining
to allocation are disclosed on reverse side of the Revision Form. For Offer specific details in relation to allocation
Bidder/ Applicant may refer to the RHP/ Prospectus.

4.1.6 FIELD NUMBER 6: INVESTOR STATUS

(a) Each Bidder/ Applicant should check whether it is eligible to apply under applicable law and ensure that any
prospective Allotment to it in the Offer is in compliance with the investment restrictions under applicable law.

(b) Certain categories of Bidders/ Applicants, such as NRIs, FPIs and FVCIs may not be allowed to Bid in the Offer
or hold Equity Shares exceeding certain limits specified under applicable law. Bidders/ Applicant are requested
to refer to the RHP/ Prospectus for more details.

(c) Bidders/ Applicants should check whether they are eligible to apply on non-repatriation basis or repatriation
basis and should accordingly provide the investor status. Details regarding investor status are different in the
Resident Bid cum Application Form and Non-Resident Bid cum Application Form.

(d) Bidders/ Applicant should ensure that their investor status is updated in the Depository records.

4.1.7 FIELD NUMBER 7: PAYMENT DETAILS

(a) The full Bid Amount (net of any Discount, as applicable) shall be blocked in the ASBA Account based on the
authorisation provided in the ASBA Form. If the Discount is applicable in the Offer, the RIIs should indicate
the full Bid Amount in the Bid cum Application Form and the funds shall be blocked for Bid Amount net of
Discount. Only in cases where the RHP/ Prospectus indicates that part payment may be made, such an option
can be exercised by the Bidder/ Applicant. In case of Bidders/ Applicant specifying more than one Bid Option
in the Bid cum Application Form, the total Bid Amount may be calculated for the highest of three options at net
price, i.e. Bid price less Discount offered, if any.

(b) Bidders/ Applicant who Bid at Cut-off Price shall deposit the Bid Amount based on the Cap Price.

(c) All Bidders/ Applicants (except Anchor Investors) have to participate in the Offer only through the ASBA
mechanism.

(d) Bid Amount cannot be paid in cash, through money order or through postal order.

4.1.7.1 Instructions for Anchor Investors:

(a) Anchor Investors may submit their Bids with a Book Running Lead Manager.

(b) Payments should be made either by RTGS, direct credit or NEFT.

(c) The Banker to the Offer shall maintain the monies in the Escrow Account for and on behalf of the Anchor
Investors until the Designated Date.

4.1.7.2 Payment instructions for ASBA Bidders/ Applicants:

(a) Bidders/ Applicants may submit the ASBA Form either

i. in electronic mode through the internet banking facility offered by an SCSB authorising blocking of
funds that are available in the ASBA account specified in the Bid cum Application Form, or

ii. in physical mode to any Designated Intermediary.

(b) Bidders/ Applicants must specify the Bank Account number in the Bid cum Application Form. The Bid cum
Application Form submitted by Bidder and which is accompanied by cash, money order, postal order or any
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 mode of payment other than blocked amounts in the ASBA Account maintained with an SCSB, will not be
accepted.

(c) Bidders/ Applicants should ensure that the Bid cum Application Form is also signed by the ASBA Account
holder(s) if the Bidder is not the ASBA Account holder;

(d) Bidders/ Applicants shall note that for the purpose of blocking funds under ASBA facility clearly demarcated
funds shall be available in the account.

(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.

(f) Bidders/ Applicants should submit the Bid cum Application Form only at the Bidding Centres, i.e. to the
respective member of the Syndicate at the Specified Locations, the SCSBs, the Registered Broker at the Broker
Centres, the RTA at the Designated RTA Locations or CDP at the Designated CDP Locations.

(g) Bidders/ Applicants bidding through a Designated Intermediary (other than an SCSB) should note that ASBA
Forms submitted to them may not be accepted, if the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has not named at least one branch at that location for such Designated Intermediary to
deposit ASBA Forms.

(h) Bidders/ Applicants bidding directly through the SCSBs should ensure that the ASBA is submitted to a
Designated Branch of a SCSB where the ASBA Account is maintained.

(i) Upon receipt of the ASBA Form, the Designated Branch of the SCSB may verify if sufficient funds equal to the
Bid Amount are available in the ASBA Account, as mentioned in the ASBA Form.

(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to the Bid
Amount mentioned in the ASBA Form and for application directly submitted to SCSB by investor, may enter
each Bid option into the electronic bidding system as a separate Bid.

(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not accept
such Bids and such bids are liable to be rejected.

(l) Upon submission of a completed ASBA Form each Bidder may be deemed to have agreed to block the entire
Bid Amount and authorised the Designated Branch of the SCSB to block the Bid Amount specified in the ASBA
Form in the ASBA Account maintained with the SCSBs.

(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment
and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Offer Account, or
until withdrawal or failure of the Offer, or until withdrawal or rejection of the Bid, as the case may be.

(n) SCSBs bidding in the Offer must apply through an Account maintained with any other SCSB; else their Bids
are liable to be rejected.

4.1.7.3 Unblocking of ASBA Account

(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Offer may
provide the following details to the controlling branches of each SCSB, along with instructions to unblock the
relevant bank accounts and for successful applications transfer the requisite money to the Public Offer Account
designated for this purpose, within the specified timelines: (i) the number of Equity Shares to be Allotted against
each Bid, (ii) the amount to be transferred from the relevant bank account to the Public Offer Account, for each
Bid, (iii) the date by which funds referred to in (ii) above may be transferred to the Public Offer Account, and
(iv) details of rejected Bids, if any, to enable the SCSBs to unblock the respective bank accounts.

(b) On the basis of instructions from the Registrar to the Offer, the SCSBs may transfer the requisite amount against
each successful Bidder to the Public Offer Account and may unblock the excess amount, if any, in the ASBA
Account.

(c) In the event of withdrawal or rejection of the ASBA Form and for unsuccessful Bids, the Registrar to the Offer
may give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA Account within six Working
Days of the Bid/ Offer Closing Date.

4.1.7.4 Discount (if applicable)

(a) The Discount is stated in absolute rupee terms.

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 (b) Bidders/ Applicants applying under RII category, Retail Individual Shareholder and employees are only eligible
for discount. For Discounts offered in the Offer, Bidders/ Applicants may refer to the RHP/ Prospectus.

(c) The Bidders/ Applicants entitled to the applicable Discount in the Offer may block the Bid Amount less
Discount.

Bidder may note that in case the net amount blocked (post Discount) is more than two lakh Rupees, the Bidding system
automatically considers such applications for allocation under Non-Institutional Category. These applications are neither
eligible for Discount nor fall under RII category.

4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS

(a) Only the First Bidder is required to sign the Bid cum Application Form. Bidders/ Applicants should ensure that
signatures are in one of the languages specified in the Eighth Schedule to the Constitution of India.

(b) If the ASBA Account is held by a person or persons other than the Bidder, then the Signature of the ASBA
Account holder(s) is also required.

(c) The signature has to be correctly affixed in the authorisation/ undertaking box in the ASBA Form, or an
authorisation has to be provided to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the ASBA Form.

(d) Bidders/ Applicants must note that Bid cum Application Form/ Application Form without signature of Bidder
and/ or ASBA Account holder is liable to be rejected.

4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

(a) Bidders/ Applicants should ensure that they receive the Acknowledgement Slip duly signed and stamped by the
Designated Intermediary, as applicable, for submission of the ASBA Form.

(b) All communications in connection with Bids made in the Offer may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or first Bidder/ Applicant, Bid cum Application
Form number, Bidders’/ Applicants’ DP ID, Client ID, PAN, date of the submission of Bid cum Application
Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated
Intermediary where the Bid cum Application Form was submitted by the Bidder.

(c) Further, the investor shall also enclose a copy of the Acknowledgement Slip duly received from the Designated
Intermediaries in addition to the information mentioned hereinabove.

For further details, Bidder may refer to the RHP/ Prospectus and the Bid cum Application Form.

4.2 INSTRUCTIONS FOR FILING THE REVISION FORM

(a) During the Bid/ Offer Period, any Bidder (other than QIBs and NIIs, who can only revise their bid upwards)
who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her
Bid within the Price Band using the Revision Form, which is a part of the Bid cum Application Form.

(b) RII may revise their bids or withdraw their Bids till the Bid/ Offer Closing Date.

(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision
Form.

(d) The Bidder can make this revision any number of times during the Bid/ Offer Period. However, for any
revision(s) in the Bid, the Bidders/ Applicants will have to use the services of the same Designated Intermediary
through which such Bidder had placed the original Bid. Bidders/ Applicants are advised to retain copies of the
blank Revision Form and the Bid(s) must be made only in such Revision Form or copies thereof.

A sample revision form is reproduced below:

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 Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision Form. Other than
instructions already highlighted at paragraph 4.1 above, point wise instructions regarding filling up various fields of the
Revision Form are provided below:

4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/ FIRST BIDDER, PAN OF SOLE/ FIRST
BIDDER & DEPOSITORY ACCOUNT DETAILS OF THE BIDDER

Bidders/ Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.2.2 FIELD 4 & 5: BID OPTIONS REVISION ‘FROM’ AND ‘TO’

(a) Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all
the bid options given in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder
has Bid for three options in the Bid cum Application Form and such Bidder is changing only one of the options
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 in the Revision Form, the Bidder must still fill the details of the other two options that are not being revised, in
the Revision Form. The Designated Intermediaries may not accept incomplete or inaccurate Revision Forms.

(b) In case of revision, Bid options should be provided by Bidders/ Applicants in the same order as provided in the
Bid cum Application Form.

(c) In case of revision of Bids by RIIs and Retail Individual Shareholders, such Bidders/ Applicants should ensure
that the Bid Amount, subsequent to revision, does not exceed `200,000 and Eligible Employees Bidding in the
Employee Reservation portion can Bid for a Bid Amount not exceeding `500,000. In case the Bid Amount
exceeds `200,000 due to revision of the Bid or for any other reason or `500,000 in case of Bids by Eligible
Employees Bidding under the Employee Reservation Portion, the Bid may be considered, subject to eligibility,
for allocation under the Non-Institutional Category, not being eligible for Discount (if applicable) and such Bid
may be rejected if it is at the Cut-off Price. The Cut-off Price option is given only to the RIIs, Employees and
Retail Individual Shareholders indicating their agreement to Bid for and purchase the Equity Shares at the Offer
Price as determined at the end of the Book Building Process.

(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds `200,000, the Bid will be
considered for allocation under the Non-Institutional Category in terms of the RHP/ Prospectus. If, however, the
RII does not either revise the Bid or make additional payment and the Offer Price is higher than the cap of the
Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose
of allocation, such that no additional payment would be required from the RII and the RII is deemed to have
approved such revised Bid at Cut-off Price.

(e) In case of a downward revision in the Price Band, RIIs and Bids by Employees under the Reservation Portion,
who have bid at the Cut-off Price could either revise their Bid or the excess amount paid at the time of Bidding
may be unblocked after the Allotment is finalised.

4.2.3 FIELD 6: PAYMENT DETAILS

(a) All Bidders/ Applicants are required to authorise blocking of the full Bid Amount (less Discount (if applicable)
along with the Bid Revision Form. In case of Bidders specifying more than one Bid Option in the Bid cum
Application Form, the total Bid Amount may be calculated for the highest of three options at net price, i.e. Bid
price less discount offered, if any.

(b) Bidder may issue instructions to block the revised amount based on cap of the revised Price Band (adjusted for
the Discount (if applicable) in the ASBA Account, to the same Designated Intermediary through whom such
Bidder had placed the original Bid to enable the relevant SCSB to block the additional Bid Amount, if any.

(c) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional payment) exceeds
`200,000, the Bid may be considered for allocation under the Non-Institutional Category in terms of the RHP/
Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Offer
Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for may be
adjusted downwards for the purpose of Allotment, such that additional amount is required blocked and the
Bidder is deemed to have approved such revised Bid at the Cut-off Price.

(d) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual Shareholders, who
have bid at the Cut-off Price, could either revise their Bid or the excess amount paid at the time of Bidding may
be unblocked after finalisation of Basis of Allotment.

4.2.4 FIELDS 7: SIGNATURES AND ACKNOWLEDGEMENTS

Bidders may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.

4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN THROUGH THE
BOOK BUILDING PROCESS (FIXED PRICE ISSUE)

4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/ FIRST BIDDER, PAN OF SOLE/ FIRST BIDDER
& DEPOSITORY ACCOUNT DETAILS OF THE BIDDER

Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT

(a) The Issuer may mention Offer Price or Price Band in the draft Prospectus. However, a prospectus registered
with RoC contains one price or coupon rate (as applicable).

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 (b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead Managers may decide the
minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range
of `10,000 to `15,000. The minimum Lot size is accordingly determined by an Issuer on basis of such minimum
application value.

(c) Applications by RIIs and Retail Individual Shareholders, must be for such number of shares so as to ensure that
the application amount payable does not exceed `200,000 and Eligible Employees Bidding under the Employee
Reservation Portion should ensure that the application amount payable does not exceed `500,000.

(d) Applications by other investors must be for such minimum number of shares such that the application amount
exceeds `200,000 and in multiples of such number of Equity Shares thereafter, as may be disclosed in the
application form and the Prospectus, or as advertised by the Issuer, as the case may be.

(e) An application cannot be submitted for more than the Offer size.

(f) The maximum application by any Applicant should not exceed the investment limits prescribed for them under
the applicable laws.

(g) Multiple Applications: An Applicant should submit only one Application Form. Submission of a second
Application Form to either the same or other SCSB and duplicate copies of Application Forms bearing the same
application number shall be treated as multiple applications and are liable to be rejected.

(h) Applicants are requested to note the following procedures may be followed by the Registrar to the Offer to detect
multiple applications:

i. All applications may be checked for common PAN as per the records of the Depository. For Applicants
other than Mutual Funds, Bids bearing the same PAN may be treated as multiple applications by a
Bidder and may be rejected.

ii. For applications from Mutual Funds, submitted under the same PAN, as well as Bids on behalf of the
PAN Exempted Applicants, the Application Forms may be checked for common DP ID and Client ID.
In any such applications which have the same DP ID and Client ID, these may be treated as multiple
applications and may be rejected.

(i) The following applications may not be treated as multiple Bids:

i. Applications by Reserved Categories in their respective reservation portion as well as that made by
them in the Offer portion in public category.

ii. Separate applications by Mutual Funds in respect of more than one scheme of the Mutual Fund provided
that the Applications clearly indicate the scheme for which the Bid has been made.

iii. Applications by Mutual Funds submitted with the same PAN but with different beneficiary account
numbers, Client IDs and DP IDs.

4.3.3 FIELD NUMBER 5: CATEGORY OF APPLICANTS

(a) The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the purpose of Bidding,
allocation and Allotment in the Offer are RIIs, individual applicants other than RII’s and other investors
(including corporate bodies or institutions, irrespective of the number of specified securities applied for).

(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI ICDR Regulations,
2009. For details of any reservations made in the Offer, applicants may refer to the Prospectus.

(c) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to various categories
of applicants in an Offer depending upon compliance with the eligibility conditions. Details pertaining to
allocation are disclosed on reverse side of the Revision Form. For Offer specific details in relation to allocation
applicant may refer to the Prospectus.

4.3.4 FIELD NUMBER 6: INVESTOR STATUS

Applicants should refer to instructions contained in paragraphs 4.1.6.

4.3.5 FIELD 7: PAYMENT DETAILS

(a) All Applicants (other than Anchor Investors) are required to make use ASBA for applying in the Offer.

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 (b) Application Amount cannot be paid in cash, through money order or through postal order or through stock invest.

4.3.5.1 Payment instructions for Applicants

Applicants should refer to instructions contained in paragraph 4.1.7.2.

4.3.5.2 Unblocking of ASBA Account

Applicants should refer to instructions contained in paragraph 4.1.7.2.1.

4.3.5.3 Discount (if applicable)

Applicants should refer to instructions contained in paragraph 4.1.7.2.3.

4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS & ACKNOWLEDGEMENT AND
FUTURE COMMUNICATION

Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.

4.4 SUBMISSION OF BID CUM APPLICATION FORM/ REVISION FORM

4.4.1 Bidders may submit completed Bid cum application form/ Revision Form in the following manner:-

Mode of Application Submission of Bid cum Application Form

Anchor Investors Application 1) To the Book Running Lead Managers at the locations mentioned in the Anchor Investor
Form Application Form

ASBA Form (a) To members of the Syndicate in the Specified Locations or Registered Brokers at the
Broker Centres or the RTA at the Designated RTA Location or the CDP at the Designated
CDP Location

(b) To the Designated Branches of the SCSBs

(a) Bidders/ Applicants should submit the Revision Form to the same Designated Intermediary through which such
Bidder/ Applicant had placed the original Bid.

(b) Upon submission of the Bid cum Application Form, the Bidder/ Applicant will be deemed to have authorised
the Issuer to make the necessary changes in the RHP and the Bid cum Application Form as would be required
for filing Prospectus with the RoC and as would be required by the RoC after such filing, without prior or
subsequent notice of such changes to the relevant Bidder/ Applicant.

(c) Upon determination of the Offer Price and filing of the Prospectus with the RoC, the Bid cum Application Form
will be considered as the application form.

SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE

Book Building, in the context of the Offer, refers to the process of collection of Bids within the Price Band or above the Floor
Price and determining the Offer Price based on the Bids received as detailed in Schedule XI of SEBI ICDR Regulations, 2009.
The Offer Price is finalised after the Bid/ Offer Closing Date. Valid Bids received at or above the Offer Price are considered for
allocation in the Offer, subject to applicable regulations and other terms and conditions.

5.1 SUBMISSION OF BIDS

(a) During the Bid/ Offer Period, Bidders/ Applicants may approach any of the Designated Intermediaries to register
their Bids. Anchor Investors who are interested in subscribing for the Equity Shares should approach the Book
Running Lead Manager, to register their Bid.

(b) In case of Bidders/ Applicants (excluding NIIs and QIBs) Bidding at Cut-off Price, the Bidders may instruct the
SCSBs to block Bid Amount based on the Cap Price less discount (if applicable).

(c) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform Bidders/ Applicants
are requested to refer to the RHP.

5.2 ELECTRONIC REGISTRATION OF BIDS

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 (a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building
on a regular basis before the closure of the Offer.

(b) On the Bid/ Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/ Allotment. The
Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/ Offer Closing
Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/ Offer Period after which
the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing.

5.3 BUILD UP OF THE BOOK

(a) Bids received from various Bidders/ Applicants through the Designated Intermediaries may be electronically
uploaded on the Bidding Platform of the Stock Exchanges’ on a regular basis. The book gets built up at various
price levels. This information may be available with the Lead Managers at the end of the Bid/ Offer Period.

(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchanges may be
made available at the Bidding Centres during the Bid/ Offer Period.

5.4 WITHDRAWAL OF BIDS

(a) RIIs can withdraw their Bids until Bid/ Offer Closing Date. In case a RII wishes to withdraw the Bid during the
Bid/ Offer Period, the same can be done by submitting a request for the same to the concerned Designated
Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.

(b) The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account upon or after
finalisation of Basis of Allotment. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any
stage.

5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS

(a) The Designated Intermediaries are individually responsible for the acts, mistakes or errors or omission in relation
to:

i. the Bids accepted by the Designated Intermediary,

ii. the Bids uploaded by the Designated Intermediary, and

iii. the Bid cum application forms accepted but not uploaded by the Designated Intermediary.

Any RIB whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek
redressal from the concerned SCSB within three months of the listing date in accordance with the circular
SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018.

(b) The Lead Managers and their affiliate Syndicate Members, as the case may be, may reject Bids if all the
information required is not provided and the Bid cum Application Form is incomplete in any respect.

(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds in the ASBA
account or on technical grounds.

(d) In case of QIB Bidders/ Applicants, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors); and
(ii) Lead Managers and their affiliate Syndicate Members (only in the Specified Locations) have the right to
reject bids. However, such rejection shall be made at the time of receiving the Bid and only after assigning a
reason for such rejection in writing.

(e) All bids by QIBs, entities forming part of the Promoter Group, NIIs & RIIs can be rejected on technical grounds
listed herein.

5.5.1 GROUNDS FOR TECHNICAL REJECTIONS

Bid cum Application Forms can be rejected on the below mentioned technical grounds either at the time of their
submission to any of the Designated Intermediaries, or at the time of finalisation of the Basis of Allotment. Bidders/

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Applicants are advised to note that the Bids/ Applications are liable to be rejected, inter-alia, on the following grounds,
which have been detailed at various placed in this GID:-

a. Bid by persons not competent to contract under the Indian Contract Act, 1872, as amended, (other than minors
having valid Depository Account supported by guardian as per Demographic Details provided by Depositories);

b. Bids by OCBs;

c. Bids by any entity forming part of the Promoter Group;

d. In case of partnership firms, Bid for Equity Shares made in the name of the firm. However, a limited liability
partnership can apply in its own name;

e. In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents are
not being submitted along with the Bid cum Application Form;

f. Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any
other regulatory authority;

g. Bids by any person outside India if not in compliance with applicable foreign and Indian laws;

h. PAN not mentioned in the Bid cum Application Form, except for Bids by or on behalf of the Central or State
Government and officials appointed by the court and by the investors residing in the State of Sikkim, provided
such claims have been verified by the Depository Participant;

i. In case no corresponding record is available with the Depositories that matches the DP ID, the Client ID and the
PAN;

j. Bids for lower number of Equity Shares than the minimum specified for that category of investors;

k. Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;

l. Bids at Cut-off Price by NIIs and QIBs;

m. The amounts mentioned in the Bid cum Application Form do not tally with the amount payable for the value of
the Equity Shares Bid for;

n. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

o. Submission of more than five ASBA Forms as through a single ASBA Account;

p. Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified
in the RHP;

q. Multiple Bids as defined in this GID and the RHP/ Prospectus;

r. Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form at the
time of blocking such Bid Amount in the bank account;

s. Where no confirmation is received from SCSB for blocking of funds;

t. Bids by Bidders/ Applicants (other than Anchor Investors) not submitted through ASBA process;

u. Bids submitted to Designated Intermediaries at locations other than the Bidding Centres or to the Banker to the
Offer (assuming that such bank is not a SCSB where the ASBA Account is maintained), to the issuer or the
Registrar to the Offer;

v. Bids not uploaded on the terminals of the Stock Exchanges;

w. Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the
ASBA Account in the Bid cum Application Form

x. Bids uploaded without affixing the approval of the IRDA to the Bid cum Application Form, in the event the
Allotment of Equity Shares by the Bidder results in the Bidder holding 5% or more of the post-Offer paid up
equity capital of our Company; and

y. Bids not uploaded in the Stock Exchanges bidding system.

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5.6 BASIS OF ALLOCATION

(a) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to various categories
of Bidders/ Applicants in an Offer depending on compliance with the eligibility conditions. Certain details
pertaining to the percentage of Offer size available for allocation to each category is disclosed overleaf of the
Bid cum Application Form and in the RHP/ Prospectus. For details in relation to allocation, the Bidder may refer
to the RHP/ Prospectus.

(b) Under-subscription in any category (except QIB Category) is allowed to be met with spill-over from any other
category or combination of categories at the discretion of the Issuer and in consultation with the Lead Managers
and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations, 2009. Unsubscribed
portion in QIB Category is not available for subscription to other categories.

(c) In case of under subscription in the Offer, spill-over to the extent of such under-subscription may be permitted
from the Reserved Portion to the Offer. For allocation in the event of an under-subscription applicable to the
Issuer, Bidders/ Applicants may refer to the RHP.

(d) Illustration of the Book Building and Price Discovery Process

Bidders/ Applicants should note that this example is solely for illustrative purposes and is not specific to the
Offer; it also excludes Bidding by Anchor Investors.

Bidders/ Applicants can bid at any price within the price band. For instance, assume a price band of `20 to `24
per share, offer size of 3,000 equity shares and receipt of five bids from Bidders/ Applicants, details of which
are shown in the table below. The illustrative book given below shows the demand for the equity shares of the
issuer at various prices and is collated from bids received from various investors.

Bid quantity Bid amount (`) Cumulative quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to
issue the desired number of equity shares is the price at which the book cuts off, i.e., `22.00 in the above
example. The issuer, in consultation with the book running lead managers, may finalise the offer price at or
below such cut-off price, i.e., at or below `22.00. All bids at or above this offer price and cut-off bids are valid
bids and are considered for allocation in the respective categories.

(e) Alternate Method of Book Building

In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the Floor Price is
specified for the purposes of Bidding (“Alternate Book Building Process”).

The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one Working Day prior
to the Bid/ Offer Opening Date. QIBs may Bid at a price higher than the Floor Price and the Allotment to the
QIBs is made on a price priority basis. The Bidder/ Applicant with the highest Bid Amount is allotted the number
of Equity Shares Bid for and then the second highest Bidder/ Applicant is Allotted Equity Shares and this process
continues until all the Equity Shares have been allotted. RIIs, NIIs and Employees are Allotted Equity Shares at
the Floor Price and Allotment to these categories of Bidders/ Applicants is made proportionately. If the number
of Equity Shares Bid for at a price is more than available quantity then the Allotment may be done on a
proportionate basis. Further, the Issuer may place a cap either in terms of number of specified securities or
percentage of issued capital of the Issuer that may be Allotted to a single Bidder/ Applicant, decide whether a
Bidder/ Applicant be allowed to revise the bid upwards or downwards in terms of price and/ or quantity and also
decide whether a Bidder/ Applicant be allowed single or multiple bids.

SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE

Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Offer Price is mentioned in
the Fixed Price Offer therefore on filing of the Prospectus with the RoC, the Application so submitted is considered as the
application form.

Applicants may only use the specified Application Form for the purpose of making an Application in terms of the Prospectus
which may be submitted through the Designated Intermediary.

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Applicants may submit an Application Form either in physical form to the any of the Designated Intermediaries or in the electronic
form to the SCSB or the Designated Branches of the SCSBs authorising blocking of funds that are available in the bank account
specified in the Application Form only (“ASBA Account”). The Application Form is also made available on the websites of the
Stock Exchanges at least one day prior to the Bid/ Offer Opening Date.

In a fixed price Offer, allocation in the net offer to the public category is made as follows: minimum fifty per cent to Retail
Individual Investors; and remaining to (i) individual investors other than Retail Individual Investors; and (ii) other Applicants
including corporate bodies or institutions, irrespective of the number of specified securities applied for. The unsubscribed portion
in either of the categories specified above may be allocated to the Applicants in the other category.

For details of instructions in relation to the Application Form, Bidders/ Applicants may refer to the relevant section of the GID.

SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

The Allotment of Equity Shares to Bidders/ Applicants other than Retail Individual Investors and Anchor Investors may be on
proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/ Applicants may refer to RHP/ Prospectus. No Retail
Individual Investor will be Allotted less than the minimum Bid Lot subject to availability of shares in Retail Individual Investor
Category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a
minimum subscription of 90% of the Offer (excluding any Offer for Sale of specified securities). However, in case the Offer is in
the nature of Offer for Sale only, then minimum subscription may not be applicable.

7.1 ALLOTMENT TO RIIs

Bids received from the RIIs at or above the Offer Price may be grouped together to determine the total demand under this
category. If the aggregate demand in this category is less than or equal to the Retail Category at or above the Offer Price,
full Allotment may be made to the RIIs to the extent of the valid Bids. If the aggregate demand in this category is greater
than the allocation to in the Retail Category at or above the Offer Price, then the maximum number of RIIs who can be
Allotted the minimum Bid Lot will be computed by dividing the total number of Equity Shares available for Allotment
to RIIs by the minimum Bid Lot (“Maximum RII Allottees”). The Allotment to the RIIs will then be made in the
following manner:

(a) In the event the number of RIIs who have submitted valid Bids in the Offer is equal to or less than Maximum
RII Allottees, (i) all such RIIs shall be Allotted the minimum Bid Lot; and (ii) the balance available Equity
Shares, if any, remaining in the Retail Category shall be Allotted on a proportionate basis to the RIIs who have
received Allotment as per (i) above for the balance demand of the Equity Shares Bid by them (i.e. who have Bid
for more than the minimum Bid Lot).

(b) In the event the number of RIIs who have submitted valid Bids in the Offer is more than Maximum RII Allottees,
the RIIs (in that category) who will then be Allotted minimum Bid Lot shall be determined on the basis of draw
of lots.

7.2 ALLOTMENT TO NIIs

Bids received from NIIs at or above the Offer Price may be grouped together to determine the total demand under this
category. The Allotment to all successful NIIs may be made at or above the Offer Price. If the aggregate demand in this
category is less than or equal to the Non-Institutional Category at or above the Offer Price, full Allotment may be made
to NIIs to the extent of their demand. In case the aggregate demand in this category is greater than the Non-Institutional
Category at or above the Offer Price, Allotment may be made on a proportionate basis up to a minimum of the Non-
Institutional Category.

7.4 ALLOTMENT TO QIBs

For the Basis of Allotment to Anchor Investors, Bidders/ Applicants may refer to the SEBI ICDR Regulations, 2009 or
RHP/ Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Offer
Price may be grouped together to determine the total demand under this category. The QIB Category may be available
for Allotment to QIBs who have Bid at a price that is equal to or greater than the Offer Price. Allotment may be undertaken
in the following manner:

(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be determined as follows:
(i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Category, allocation to Mutual Funds may be
done on a proportionate basis for up to 5% of the QIB Category; (ii) In the event that the aggregate demand from
Mutual Funds is less than 5% of the QIB Category then all Mutual Funds may get full Allotment to the extent
of valid Bids received above the Offer Price; and (iii) Equity Shares remaining unsubscribed, if any and not
allocated to Mutual Funds may be available for Allotment to all QIBs as set out at paragraph 7.4(b) below;

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 (b) In the second instance, Allotment to all QIBs may be determined as follows: (i) In the event of oversubscription
in the QIB Category, all QIBs who have submitted Bids above the Offer Price may be Allotted Equity Shares
on a proportionate basis for up to 95% of the QIB Category; (ii) Mutual Funds, who have received allocation as
per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares
on a proportionate basis along with other QIBs; and (iii) Under-subscription below 5% of the QIB Category, if
any, from Mutual Funds, may be included for allocation to the remaining QIBs on a proportionate basis.

7.5 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)

(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Offer Price will be at the discretion of
the issuer in consultation with the Selling Shareholders and the Lead Managers, subject to compliance with the
following requirements:

i. not more than 60% of the QIB Category will be allocated to Anchor Investors;

ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the price at which allocation is being
done to other Anchor Investors; and

iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:

 a maximum number of two Anchor Investors for allocation up to `100 million;

 a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors
for allocation of more than `100 million and up to `2,500 million subject to minimum
Allotment of `50 million per such Anchor Investor; and

 a minimum number of five Anchor Investors and maximum number of 15 Anchor Investors
for allocation more than `2,500 million, and an additional 10 Anchor Investors for every
additional `2,500 million or part thereof, subject to minimum Allotment of `50 million per
such Anchor Investor.

(b) An Anchor Investor shall make an application of a value of at least `100 million in the Offer.

(c) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received
from Anchor Investors. Based on the physical book and at the discretion of the issuer in consultation with the
Lead Managers, selected Anchor Investors will be sent a CAN and if required, a revised CAN.

(d) In the event that the Issue Price is higher than the Anchor Investor Issue Price: Anchor Investors will be
sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares allocated to such
Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then required to
pay any additional amounts, being the difference between the Offer Price and the Anchor Investor Offer Price,
as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment
Advice will be issued to such Anchor Investors.

(e) In the event the Issue Price is lower than the Anchor Investor Issue Price: Anchor Investors who have been
Allotted Equity Shares will directly receive Allotment Advice.

7.6 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIIs AND RESERVED
CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE

In the event of the Offer being over-subscribed, the Issuer may finalise the Basis of Allotment in consultation with the
Designated Stock Exchange in accordance with the SEBI ICDR Regulations, 2009.

The allocation may be made in marketable lots, on a proportionate basis as explained below:

(a) Bidders/ Applicants may be categorised according to the number of Equity Shares applied for;

(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived at on a proportionate
basis, which is the total number of Equity Shares applied for in that category (number of Bidders/ Applicants in
the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-
subscription ratio;

(c) The number of Equity Shares to be Allotted to the successful Bidders/ Applicants may be arrived at on a
proportionate basis, which is total number of Equity Shares applied for by each Bidder/ Applicant in that
category multiplied by the inverse of the over-subscription ratio;
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 (d) In all Bids where the proportionate Allotment is less than the minimum Bid Lot decided per Bidder/ Applicant,
the Allotment may be made as follows: the successful Bidders/ Applicants out of the total Bidders/ Applicants
for a category may be determined by a draw of lots in a manner such that the total number of Equity Shares
Allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above; and
each successful Bidder/ Applicant may be Allotted a minimum of such Equity Shares equal to the minimum Bid
Lot finalised by the Issuer;

(e) If the proportionate Allotment to a Bidder/ Applicant is a number that is more than the minimum Bid Lot but is
not a multiple of one (which is the marketable lot), the decimal may be rounded to the higher whole number if
that decimal is 0.5 or higher. If that number is lower than 0.5 it may be rounded to the lower whole number.
Allotment to all Bidders/ Applicants in such categories may be arrived at after such rounding; and

(f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares Allotted
to the Bidders/ Applicants in that category, the remaining Equity Shares available for Allotment may be first
adjusted against any other category, where the Allotted Equity Shares are not sufficient for proportionate
Allotment to the successful Bidders/ Applicants in that category. The balance Equity Shares, if any, remaining
after such adjustment may be added to the category comprising Bidders/ Applicants applying for minimum
number of Equity Shares.

7.7 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES

(a) Designated Date: On the Designated Date, the Banker to the Offer shall transfer the funds represented by
allocation of Equity Shares to Anchor Investors from the Escrow Account, as per the terms of the Escrow
Agreement, into the Public Offer Account with the Bankers to the Offer. The balance amount after transfer to
the Public Offer Account shall be transferred to the Refund Account. Payments of refund to the Bidders/
Applicants applying in the Anchor Investor Portion shall be made from the Refund Account as per the terms of
the Escrow Agreement and the RHP. On the Designated Date, the Registrar to the Offer shall instruct the SCSBs
to transfer funds represented by allocation of Equity Shares from ASBA Accounts into the Public Offer Account.

(b) Issuance of Allotment Advice: In terms of the Listed Indian Insurance Companies Guidelines, Bidders
submitting Bids for Equity Shares representing 1% or more and less than 5% of the post-Offer paid up equity
capital of our Company should satisfy the ‘fit and proper’ criteria set out by our Company, through a self
certification process. For details of the ‘fit and proper’ criteria set out by our Company, see “Offer Procedure-
Bids by Bidders for 1% or more and less than 5% of the post-Offer paid up equity share capital of our Company”
on page 375. Bidders should note than in the event the acquisition of the Equity Shares results in the Bidder
holding 5% or more of the post-Offer paid up equity capital of our Company, the approval of the IRDA in this
regard will have to be affixed along with the Bid cum Application Form; Upon approval of the Basis of
Allotment by the Designated Stock Exchange, the Registrar shall upload the same on its website. On the basis
of the approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment
and credit of Equity Shares. Bidders/ Applicants are advised to instruct their Depository Participant to accept
the Equity Shares that may be allotted to them pursuant to the Offer.

Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the Bidders/
Applicants who have been Allotted Equity Shares in the Offer.

(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the successful Bidders/
Applicants Depository Account will be completed within six Working Days of the Bid/ Offer Closing Date.

SECTION 8: INTEREST AND REFUNDS

8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING

The Issuer shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges are taken within six Working Days of the Bid/ Offer Closing Date. The Registrar to
the Offer may initiate corporate action for credit to Equity Shares the beneficiary account with Depositories, within six
Working Days of the Bid/ Offer Closing Date.

8.2 GROUNDS FOR REFUND

8.2.1 NON RECEIPT OF LISTING PERMISSION

An Issuer makes an application to the Stock Exchange(s) for permission to deal in/ list and for an official quotation of
the Equity Shares. All the Stock Exchanges from where such permission is sought are disclosed in RHP/ Prospectus. The

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 Designated Stock Exchange may be as disclosed in the RHP/ Prospectus with which the Basis of Allotment may be
finalised.

If the Issuer fails to make application to the Stock Exchange(s) or obtain permission for listing of the Equity Shares, in
accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer shall be punishable with a fine which
shall not be less than `5 lakhs but which may extend to `50 lakhs and every officer of the Issuer who is in default shall
be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than
`50,000 but which may extend to `3 lakhs, or with both.

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the Stock
Exchange(s), the Issuer may forthwith take steps to refund, without interest, all moneys received from Bidders/
Applicants.

If such money is not refunded to the Bidders/ Applicants within the prescribed time after the Issuer becomes liable to
repay it, then the Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of such
period, be liable to repay the money, with interest at such rate, as disclosed in the RHP/ Prospectus.

8.2.2 NON RECEIPT OF MINIMUM SUBSCRIPTION

If the Issuer does not receive a minimum subscription of 90% of the Net Offer (excluding any offer for sale of specified
securities), including devolvement to the Underwriters, the Issuer may forthwith, take steps to unblock the entire
subscription amount received within six Working Days of the Bid/ Offer Closing Date and repay, without interest, all
moneys received from Anchor Investors. In case the Offer is in the nature of Offer for Sale only, then minimum
subscription may not be applicable. In case of under-subscription in the Offer involving a Fresh Issue and the Offer for
Sale, the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale.

If there is a delay beyond the prescribed time after the Issuer becomes liable to pay the amount received from Bidders/
Applicants, then the Issuer and every director of the Issuer who is an officer in default may on and from expiry of 15
Working Days, be jointly and severally liable to repay the money, with interest at the rate as per applicable law, which is
presently 15% per annum in accordance with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as
amended.

8.2.3 MINIMUM NUMBER OF ALLOTTEES

The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be Allotted may not be less
than 1,000 failing which the entire application monies may be refunded forthwith.

8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING

In case an Issuer not eligible under Regulation 26(1) of the SEBI ICDR Regulations, 2009 comes for an Offer under
Regulation 26(2) of SEBI (ICDR) Regulations, 2009 but fails to Allot at least 75% of the Net Offer to QIBs, in such case
full subscription money is to be refunded.

8.3 MODE OF REFUND

(a) In case of ASBA Bids: Within six Working Days of the Bid/ Offer Closing Date, the Registrar to the Offer may
give instructions to SCSBs for unblocking the amount in ASBA Account on unsuccessful Bid and also for any
excess amount blocked on Bidding.

(b) In case of Anchor Investors: Within six Working Days of the Bid/ Offer Closing Date, the Registrar to the
Offer may dispatch the refund orders for all amounts payable to unsuccessful Anchor Investors.

(c) In case of Anchor Investors, the Registrar to the Offer may obtain from the depositories, the Bidders’/
Applicants’ bank account details, including the MICR code, on the basis of the DP ID, Client ID and PAN
provided by the Anchor Investors in their Anchor Investor Application Forms for refunds. Accordingly, Anchor
Investors are advised to immediately update their details as appearing on the records of their depositories. Failure
to do so may result in delays in dispatch of refund orders or refunds through electronic transfer of funds, as
applicable, and any such delay may be at the Anchor Investors’ sole risk and neither the Issuer, the Registrar to
the Offer, the Banker to the Offer, or the Syndicate, may be liable to compensate the Anchor Investors for any
losses caused to them due to any such delay, or liable to pay any interest for such delay. Please note that refunds
shall be credited only to the bank account from which the Bid Amount was remitted to the Banker to the Offer.

8.3.1 Electronic mode of making refunds for Anchor Investors

The payment of refund, if any, may be done through various electronic modes as mentioned below:

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 (a) NACH— National Automated Clearing House which is a consolidated system of ECS. Payment of refund would
be done through NACH for Bidders/ Applicants having an account at any of the centres specified by the RBI
where such facility has been made available. This would be subject to availability of complete bank account
details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the depository.
The payment of refund through NACH is mandatory for Bidders/ Applicants having a bank account at any of
the centres where NACH facility has been made available by the RBI (subject to availability of all information
for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the
depositories), except where the Bidder/ Applicant is otherwise disclosed as eligible to get refunds through NEFT
or Direct Credit or RTGS.

(b) NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’
bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked
to the MICR of that particular branch. The IFSC Code may be obtained from the website of RBI as at a date
prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Anchor Investors have
registered their nine-digit MICR number and their bank account number while opening and operating the demat
account, the same may be duly mapped with the IFSC Code of that particular bank branch and the payment of
refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally
feasible, the payment of refunds may be made through any one of the other modes as discussed in this section;

(c) Direct Credit—Anchor Investors having their bank account with the Refund Banker may be eligible to receive
refunds, if any, through direct credit to such bank account;

(d) RTGS—Anchor Investors having a bank account at any of the centres notified by SEBI where clearing houses
are managed by the RBI, may have the option to receive refunds, if any, through RTGS; and

Please note that refunds through the abovementioned modes shall be credited only to the bank account from which the
Bid Amount was remitted to the Banker to the Offer.

For details of levy of charges, if any, for any of the above methods, Anchor Investors may refer to RHP/ Prospectus.

8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Issuer may pay interest as per applicable law, which is presently 15% per annum, if the Allotment is not made and
refund instructions have not been given to the clearing system in the disclosed manner. Instructions for unblocking of
funds in the ASBA Account are not dispatched within the 15 days of the Bid/ Offer Closing Date.

The Issuer may pay interest as per applicable law, which is presently 15% per annum for any delay beyond 15 days from
the Bid/ Offer Closing Date, if Allotment is not made.

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 SECTION 9: GLOSSARY AND ABBREVIATIONS

Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document may have the
meaning as provided below. References to any legislation, act or regulation may be to such legislation, act or regulation as
amended from time to time.

Term Description
Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Offer to successful Bidders/ Applicants
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/ Applicants who have been Allotted Equity
Shares after the Basis of Allotment has been approved by the designated Stock Exchanges
Allottee An Bidder/ Applicant to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in SEBI ICDR Regulations, 2009 and the draft Red Herring Prospectus.
Anchor Investor Application Form The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which will be
considered as an application for Allotment in terms of the draft Red Herring Prospectus and Prospectus
Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by the Issuer in consultation with the Lead
Managers, to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion is
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds
at or above the price at which allocation is being done to Anchor Investors
Application Supported by Blocked An application, whether physical or electronic, used by Bidders/ Applicants, other than Anchor
Amount / ASBA Investors, to make a Bid and authorising an SCSB to block the Bid Amount in the specified bank account
maintained with such SCSB
ASBA Form Application form, whether physical or electronic, used by ASBA Bidders/ Applicants, which will be
considered as the application for Allotment in terms of the Draft Red Herring Prospectus and the
Prospectus
ASBA Account Account maintained with an SCSB which may be blocked by such SCSB to the extent of the Bid Amount
of the Bidder/ Applicant
ASBA Bidder/ Applicant All Bidders/ Applicants except Anchor Investors
Banker to the Offer/ Escrow Banks which are clearing members and registered with SEBI as Banker to the Offer with whom the
Collection Bank(s)/ Collecting Escrow Account(s) for Anchor Investors may be opened, and as disclosed in the RHP/ Prospectus and
Banker Bid cum Application Form of the Issuer
Basis of Allotment Basis on which the Equity Shares may be Allotted to successful Bidders/ Applicants under the Offer
Bid An indication to make an offer during the Bid/ Offer Period by a prospective Bidder/ Applicants pursuant
to submission of Bid cum Application Form or during the Anchor Investor Bid/ Offer Period by the
Anchor Investors, to subscribe for or purchase the Equity Shares of the Issuer at a price within the Price
Band, including all revisions and modifications thereto. In case of issues undertaken through the fixed
price process, all references to a Bid should be construed to mean an Application
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and payable by the
Bidder/ Applicants upon submission of the Bid (except for Anchor Investors), less discounts (if
applicable). In case of issues undertaken through the fixed price process, all references to the Bid Amount
should be construed to mean the Application Amount
Bid Anchor Investor Application Form or the ASBA Form, as the context requires
Bid/ Offer Closing Date Except in the case of Anchor Investors (if applicable), the date after which the Designated Intermediaries
may not accept any Bids for the Offer, which may be notified in an English national daily, a Hindi
national daily and a regional language newspaper at the place where the registered office of the Issuer is
situated, each with wide circulation. Bidders/ Applicants may refer to the RHP/ Prospectus for the Bid/
Offer Closing Date
Bid/ Offer Opening Date The date on which the Designated Intermediaries may start accepting Bids for the Offer, which may be
the date notified in an English national daily, a Hindi national daily and a regional language newspaper
at the place where the registered office of the Issuer is situated, each with wide circulation. Bidders/
Applicants may refer to the RHP/ Prospectus for the Bid/ Offer Opening Date
Bid/ Offer Period Except in the case of Anchor Investors (if applicable), the period between the Bid/ Offer Opening Date
and the Bid/ Offer Closing Date inclusive of both days and during which prospective ASBA Bidders/
Applicants can submit their Bids, inclusive of any revisions thereof. The Issuer may consider closing the
Bid/ Offer Period for QIBs one working day prior to the Bid/ Offer Closing Date in accordance with the
SEBI ICDR Regulations, 2009. Bidders/ Applicants may refer to the RHP/ Prospectus for the Bid/ Offer
Period
Bidder/ Applicant Any prospective investor who makes a Bid pursuant to the terms of the RHP/ Prospectus and the Bid
cum Application Form. In case of issues undertaken through the fixed price process, all references to a
Bidder/ Applicant should be construed to mean an Applicant
Book Built Process/ Book Building The book building process as provided under SEBI ICDR Regulations, 2009, in terms of which the Offer
Process/ Book Building Method is being made
Broker Centres/ Broker centres notified by the Stock Exchanges, where Bidders/ Applicants can submit the ASBA Forms
to a Registered Broker. The details of such broker centres, along with the names and contact details of
the Registered Brokers are available on the websites of the Stock Exchanges.
BRLM(s)/ Book Running Lead The Book Running Lead Manager to the Offer as disclosed in the RHP/ Prospectus and the Bid cum
Manager(s)/ Lead Manager/ LM Application Form of the Issuer. In case of Offers undertaken through the fixed price process, all
references to the Book Running Lead Manager should be construed to mean the Lead Manager or LM
Business Day Monday to Saturday (except 2nd and 4th Saturday of a month and public holidays)

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 Term Description
CAN/ Confirmation of Allocation Notice or intimation of allocation of Equity Shares sent to Anchor Investors, who have been allocated
Note Equity Shares, after the Anchor Investor Bid/ Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price may
not be finalised and above which no Bids may be accepted
Client ID Client Identification Number maintained with one of the Depositories in relation to demat account
Collecting Depository Participant or A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is
CDPs eligible to procure Bids at the Designated CDP Locations in terms of circular number CIR/ CFD/
POLICYCELL/ 11/ 2015 dated November 10, 2015 issued by SEBI
Cut-off Price Offer Price, finalised by the Issuer in consultation with the Book Running Lead Manager(s), which can
be any price within the Price Band. Only RIIs, Retail Individual Shareholders and employees are entitled
to Bid at the Cut-off Price. No other category of Bidders/ Applicants are entitled to Bid at the Cut-off
Price
DP Depository Participant
DP ID Depository Participant’s Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India) Limited
Demographic Details Details of the Bidders/ Applicants including the Bidders’/ Applicants’ address, name of the Applicant’s
father/ husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms used by Bidders/
Applicants (excluding Anchor Investors) and a list of which is available on http:// www.sebi.gov.in/ cms/
sebi_data/ attachdocs/ 1316087201341.html
Designated CDP Locations Such locations of the CDPs where Bidders/ Applicants can submit the ASBA Forms to Collecting
Depository Participants.
The details of such Designated CDP Locations, along with names and contact details of the Collecting
Depository Participants eligible to accept ASBA Forms are available on the websites of the respective
Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred by the Banker to the Offer from the Escrow Account and the
amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the
Public Offer Account or the Refund Account, as appropriate, after the Prospectus is filed with the RoC,
following which the board of directors may Allot Equity Shares to successful Bidders/ Applicants in the
Fresh Issue may give delivery instructions for the transfer of the Equity Shares constituting the Offer for
Sale
Designated Intermediaries Members of the Syndicate, Sub-Syndicate/ Agents, SCSBs, Registered Brokers, Brokers, the CDPs and
RTAs, who are authorised to collect Bid cum Application Forms from the Bidders/ Applicants, in
relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders/ Applicants can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the RTAs
eligible to accept ASBA Forms are available on the websites of the respective Stock Exchanges
(www.bseindia.com and www.nseindia.com)
Designated Stock Exchange The designated stock exchange as disclosed in the RHP/ Prospectus of the Issuer
Discount Discount to the Offer Price that may be provided to Bidders/ Applicants in accordance with the SEBI
ICDR Regulations, 2009.
Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which may mention a price or a
Price Band
Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and including, in case of a new
company, persons in the permanent and full time employment of the promoting companies excluding
the promoters and immediate relatives of the promoters. For further details, Bidder/ Applicant may refer
to the RHP/ Prospectus
Equity Shares Equity Shares of the Issuer
Escrow Account Account opened with the Banker to the Offer and in whose favour the Anchor Investors may transfer
money through NEFT, direct credit or RTGS in respect of the Bid Amount when submitting a Bid
Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the Book Running Lead
Manager(s), the Syndicate Member(s), the Banker to the Offer and the Refund Bank(s) for collection of
the Bid Amounts from Anchor Investors and where applicable, remitting refunds of the amounts
collected to the Anchor Investors on the terms and conditions thereof
Banker to the Offer Refer to definition of Banker to the Offer
FCNR Account Foreign Currency Non-Resident Account
First Bidder/ Applicant The Bidder/ Applicant whose name appears first in the Bid cum Application Form or Revision Form
Fixed Price Offer/ Fixed Price The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in terms of which the Offer
Process/ Fixed Price Method is being made
Floor Price The lower end of the Price Band, at or above which the Offer Price and the Anchor Investor Offer Price
may be finalised and below which no Bids may be accepted, subject to any revision thereto
FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board of India (Foreign
Portfolio Investors) Regulations, 2014
FPO Further public offering
Foreign Venture Capital Investors or Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI (Foreign Venture
FVCIs Capital Investors) Regulations, 2000
IPO Initial public offering
Offer Public issue of Equity Shares of the Issuer including the Offer for Sale if applicable

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 Term Description
Issuer/ Company The Issuer proposing the initial public offering/ further public offering as applicable
Locations Bidding centres where the syndicate shall accept ASBA Forms from Bidders/ Applicants
Maximum RII Allottees The maximum number of RIIs who can be Allotted the minimum Bid Lot. This is computed by dividing
the total number of Equity Shares available for Allotment to RIIs by the minimum Bid Lot.
MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996
Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for allocation to Mutual
Funds only, being such number of equity shares as disclosed in the RHP/ Prospectus and Bid cum
Application Form
NEFT National Electronic Fund Transfer
NRE Account Non-Resident External Account
NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under
the Offer and in relation to whom the RHP/ Prospectus constitutes an invitation to subscribe to or
purchase the Equity Shares
NRO Account Non-Resident Ordinary Account
Net Offer The Offer less reservation portion
Non-Institutional Investors or NIIs All Bidders/ Applicants, including FPIs which are Category III foreign portfolio investors, that are not
QIBs or RIBs and who have Bid for Equity Shares for an amount of more than `200,000 (but not
including NRIs other than Eligible NRIs)
Non-Institutional Category The portion of the Offer being such number of Equity Shares available for allocation to NIIs on a
proportionate basis and as disclosed in the RHP/ Prospectus and the Bid cum Application Form
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, FPIs and FVCIs
registered with SEBI
OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the extent of at
least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA
Offer for Sale Public offer of such number of Equity Shares as disclosed in the RHP/ Prospectus through an offer for
sale by the Selling Shareholders
Other Investors Investors other than Retail Individual Investors in a Fixed Price Offer. These include individual
applicants other than retail individual investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for
Offer Price The final price, less discount (if applicable) at which the Equity Shares may be Allotted to Bidders/
Applicants other than Anchor Investors, in terms of the Prospectus. Equity Shares will be Allotted to
Anchor Investors at the Anchor Investor Offer Price The Offer Price may be decided by the Issuer in
consultation with the Book Running Lead Manager(s)
PAN Permanent Account Number allotted under the Income Tax Act, 1961
Price Band Price Band with a minimum price, being the Floor Price and the maximum price, being the Cap Price
and includes revisions thereof. The Price Band and the minimum Bid lot size for the Offer may be
decided by the Issuer in consultation with the Book Running Lead Manager(s) and advertised, at least
five working days in case of an IPO and one working day in case of FPO, prior to the Bid/ Offer Opening
Date, in English national daily, Hindi national daily and regional language at the place where the
registered office of the Issuer is situated, newspaper each with wide circulation
Pricing Date Date on which the Issuer in consultation with the Book Running Lead Manager(s), finalise the Offer
Price
Prospectus Prospectus to be filed with the RoC in accordance with Section 26 of the Companies Act, 2013 after the
Pricing Date, containing the Offer Price, the size of the Offer and certain other information
Public Offer Account Bank account opened with the Banker to the Offer to receive monies from the Escrow Account and from
the ASBA Accounts on the Designated Date
QIB Category The portion of the Offer being such number of Equity Shares to be Allotted to QIBs on a proportionate
basis
Qualified Institutional Buyers or As defined under SEBI ICDR Regulations, 2009
QIBs
RTGS Real Time Gross Settlement
Red Herring Prospectus/ RHP The red herring prospectus issued in accordance with Section 32 of the Companies Act, 2013, which
does not have complete particulars of the price at which the Equity Shares are offered and the size of the
Offer. The RHP may be filed with the RoC at least three days before the Bid/ Offer Opening Date and
may become a Prospectus upon filing with the RoC after the Pricing Date. In case of issues undertaken
through the fixed price process, all references to the RHP should be construed to mean the Prospectus
Refund Account(s) The account opened with Refund Bank(s), from which refunds to Anchor Investors, if any, of the whole
or part of the Bid Amount may be made
Refund Bank(s) Refund bank(s) as disclosed in the RHP/ Prospectus and Bid cum Application Form of the Issuer
Registrar and Share Transfer Agents Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
or RTAs RTA Locations in terms of circular number CIR/ CFD/ POLICYCELL/ 11/ 2015 dated November 10,
2015 issued by SEBI
Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide terminals, other than the members
of the Syndicate

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 Term Description
Registrar to the Offer/ RTO The Registrar to the Offer as disclosed in the RHP/ Prospectus and Bid cum Application Form
Reserved Category/ Categories Categories of persons eligible for making application/ Bidding under reservation portion
Reservation Portion The portion of the Offer reserved for such category of eligible Bidders/ Applicants as provided under
the SEBI ICDR Regulations, 2009
Retail Individual Investors/ RIIs Investors who applies or bids for a value of not more than `200,000
Retail Individual Shareholders Shareholders of a listed Issuer who applies or bids for a value of not more than `200,000.
Retail Category The portion of the Offer being such number of Equity Shares available for allocation to RIIs which shall
not be less than the minimum Bid Lot, subject to availability in RII category and the remaining shares
to be Allotted on proportionate basis.
Revision Form The form used by the Bidders/ Applicants in an issue through Book Building Process to modify the
quantity of Equity Shares and/ or bid price indicated therein in any of their Bid cum Application Forms
or any previous Revision Form(s)
RoC The Registrar of Companies
SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange Board of
India Act, 1992
SEBI ICDR Regulations, 2009 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009
Self Certified Syndicate Bank(s) or A bank registered with SEBI, which offers the facility of ASBA and a list of which is available on http://
SCSB(s) www.sebi.gov.in/ cms/ sebi_data/ attachdocs/ 1316087201341.html
Stock Exchanges/ SE The stock exchanges as disclosed in the RHP/ Prospectus of the Issuer where the Equity Shares Allotted
pursuant to the Offer are proposed to be listed
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms
Syndicate The Book Running Lead Manager(s) and the Syndicate Member
Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in relation to collection of ASBA
Forms by Syndicate Members
Syndicate Member(s)/ SM The Syndicate Member(s) as disclosed in the RHP/ Prospectus
Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)
Underwriting Agreement The agreement among the Issuer, and the Underwriters to be entered into on or after the Pricing Date
Working Day All days other than the second and fourth Saturdays of each month, Sundays or public holidays, on which
commercial banks in Mumbai are open for business; provided however, when referring to (a)
announcement of Price Band; and (b) Bid/ Offer Period, the term shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business;
and (c) the time period between the Bid/ Offer Closing Date and the listing of the Equity Shares on the
Stock Exchanges, shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays,
as per the SEBI Circular SEBI/ HO/ CFD/ DIL/ CIR/ P/ 2016/ 26 dated January 21, 2016

383
 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

The Articles of Association of the Company comprise of two parts, Part I and Part II, which parts shall, unless the context
otherwise requires, co-exist with each other. In case of inconsistency between Part I and Part II, the provisions of Part II
shall be applicable. However, Part II shall automatically terminate and cease to have any force and effect from the date of
listing of Equity Shares of the Company on a recognized stock exchange in India pursuant to an initial public offering of
the Equity Shares of the Company without any further action, including any corporate action, by the Company or by the
Shareholders.

PART I

1. CONSTITUTION OF THE COMPANY

a) The regulations contained in table “F” of schedule I to the Companies Act, 2013 shall apply only in so far as
the same are not provided for or are not inconsistent with these Articles.

b) The regulations for the management of the Company and for the observance of the Shareholders thereof and
their representatives shall be such as are contained in these Articles, subject however to the exercise of the
statutory powers of the Company in respect of repeal, additions, alterations, substitution, modifications and
variations thereto by Special Resolution as prescribed by the Companies Act, 2013.

2. INTERPRETATION

A. DEFINITIONS

In the interpretation of these Articles the following words and expressions shall have the following meanings unless
repugnant to the subject or context.

a. “Act” means the Companies Act, 2013 (to the extent that such enactment is in force and applicable to the context
in which such term is used herein), and all rules and clarifications issued thereunder or the Companies Act, 1956
and the rules issued thereunder (to the extent that such enactment is in force and applicable to the context in
which such term is used herein), and shall include all amendments, modifications and re-enactments of the
foregoing. Reference to Act shall also include the Secretarial Standards issued by the Institute of Company
Secretaries of India constituted under the Company Secretaries Act, 1980.

b. “ADRs” shall mean American Depository Receipts representing ADSs.

c. “Annual General Meeting” shall mean a General Meeting of the holders of Equity Shares held in accordance
with the applicable provisions of the Act.

d. “ADSs” shall mean American Depository Shares, each of which represents a certain number of Equity Shares.

e. “Articles” shall mean these articles of association as adopted or as from time to time altered in accordance with
the provisions of these Articles and the Act.

f. “Auditors” shall mean and include those persons appointed as such for the time being by the Company.

g. “Board” shall mean the board of directors of the Company, as constituted from time to time, in accordance with
law and the provisions of these Articles.

h. “Board Meeting” shall mean any meeting of the Board, as convened from time to time and any adjournment
thereof, in accordance with law and the provisions of these Articles.

i. “Beneficial Owner” shall mean beneficial owner as defined in Clause (a) of subsection (1) of section 2 of the
Depositories Act.

j. “Business Day” shall mean a day, not being a Saturday or a Sunday or public holiday, on which banks are open
for business in Bengaluru, India and, in the context of a payment being made to or from a scheduled commercial
bank in a place other than India, in such other place.

k. “Capital” or “Share Capital” shall mean the share capital for the time being, raised or authorised to be raised
for the purpose of the Company.

384
l. “Chairman” shall mean such person as is nominated or appointed in accordance with Article 37 herein below.

m. “Companies Act, 1956” shall mean the Companies Act, 1956 (Act I of 1956), as may be in force for the time
being.

n. “Company” or “this Company” shall mean DODLA DAIRY LIMITED, a company incorporated under the
laws of India.

o. “Committees” shall mean a committee constituted in accordance with Article 74.

p. “Debenture” shall have the meaning assigned to it under the Act.

q. “Depositories Act” shall mean The Depositories Act, 1996 and shall include any statutory modification or re-
enactment thereof.

r. “Depository” shall mean a depository as defined in Clause (e) of sub-section (1) of section 2 of the Depositories
Act.

s. “Director” shall mean any director of the Company, including alternate directors, independent directors and
nominee directors appointed in accordance with law and the provisions of these Articles.

t. “Dividend” shall include interim dividends.

u. “Equity Share Capital” shall mean the total issued and paid-up equity share capital of the Company, calculated
on a Fully Diluted Basis.

v. “Equity Shares” shall mean fully paid-up equity shares of the Company having a par value of INR 10/- (Rupees
Ten) per equity share, and INR 10/- (Rupees Ten) vote per equity share or any other issued Share Capital of the
Company that is reclassified, reorganized, reconstituted or converted into equity shares.

w. “Executor” or “Administrator” shall mean a person who has obtained probate or letters of administration, as
the case may be, from a court of competent jurisdiction and shall include the holder of a succession certificate
authorizing the holder thereof to negotiate or transfer the Securities of the deceased Shareholder and shall also
include the holder of a certificate granted by the Administrator-General appointed under the Administrator
Generals Act, 1963.

x. “Extraordinary General Meeting” shall mean an extraordinary general meeting of the holders of Equity
Shares duly called and constituted in accordance with the provisions of the Act;

y. “Financial Year” shall mean any fiscal year of the Company, beginning on April 1 of each calendar year and
ending on March 31 of the following calendar year.

z. “Fully Diluted Basis” shall mean, in reference to any calculation, that the calculation should be made in relation
to the equity share capital of any Person, assuming that all outstanding convertible preference shares or
debentures, options, warrants and other equity securities convertible into or exercisable or exchangeable for
equity shares of that Person (whether or not by their terms then currently convertible, exercisable or
exchangeable), have been so converted, exercised or exchanged to the maximum number of equity shares
possible under the terms thereof.

aa. “GDRs” shall mean the registered Global Depositary Receipts, representing GDSs.

bb. “GDSs” shall mean the Global Depository Shares, each of which represents a certain number of Equity Shares.

cc. “General Meeting” shall mean a meeting of holders of Equity Shares and any adjournment thereof and
constituted in accordance with the provisions of the Act.

dd. “Independent Director” shall mean an independent director as defined under the Act and under the SEBI
Listing Regulations.

ee. “India” shall mean the Republic of India.

ff. “Law” shall mean all applicable provisions of all (i) constitutions, treaties, statutes, laws (including the common
law), codes, rules, regulations, circulars, ordinances or orders of any governmental authority and SEBI, including
385
 the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 2015, (ii) governmental
approvals or other governmental restriction or any similar form of decision of, or determination by, or any
interpretation or adjudication having the force of law of any of the foregoing, by any governmental authority
having jurisdiction over the matter in question, (iii) orders, decisions, injunctions, judgments, awards and decrees
of or agreements with any governmental authority or other governmental restriction or any similar form of
decision of, or determination by, or any interpretation or adjudication having the force of law of any of the
foregoing by any governmental authority having jurisdiction over the matter in question, (iv) rules, policy,
regulations or requirements of any stock exchanges, (v) international treaties, conventions and protocols, and
(vi) Indian GAAP or any other generally accepted accounting principles.

gg. “Managing Director” shall have the meaning assigned to it under the Act.

hh. “MCA” shall mean the Ministry of Corporate Affairs, Government of India.

ii. “Memorandum” shall mean the memorandum of association of the Company, as amended from time to time.

jj. “Office” shall mean the registered office for the time being of the Company.

kk. “Officer” shall have the meaning assigned thereto by Section 2(59) of the Act.

ll. “Ordinary Resolution” shall have the meaning assigned thereto by Section 114 of the Act.

mm. “Paid up” shall include the amount credited as paid up.

nn. “Person” shall mean any natural person, sole proprietorship, partnership, company, body corporate,
governmental authority, joint venture, trust, association or other entity (whether registered or not and whether
or not having separate legal personality).

oo. “Promoters” shall mean Dodla Sunil Reddy, Dodla Sesha Reddy and Dodla Family Trust.

pp. “Register of Members” shall mean the register of shareholders to be kept pursuant to Section 88 of the Act.

qq. “Registrar” shall mean the Registrar of Companies, from time to time having jurisdiction over the Company.

rr. “Rules” shall mean the rules made under the Act and notified from time to time.

ss. “Seal” shall mean the common seal(s) for the time being of the Company.

tt. “SEBI” shall mean the Securities and Exchange Board of India, constituted under the Securities and Exchange
Board of India Act, 1992.

uu. “SEBI Listing Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time.

vv. “Secretary” shall mean a company secretary as defined in clause (c) of sub-section (1) of section 2 of the
Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a company secretary
under the Act.

ww. “Securities” shall mean any Equity Shares or any other securities, debentures, warrants or options whether or
not, directly or indirectly convertible into, or exercisable or exchangeable into or for Equity Shares.

xx. “Share Equivalents” shall mean any Debentures, preference shares, foreign currency convertible bonds,
floating rate notes, options (including options to be approved by the Board (whether or not issued) pursuant to
an employee stock option plan) or warrants or other Securities or rights which are by their terms convertible or
exchangeable into Equity Shares.

yy. “Shareholder” shall mean any shareholder of the Company, from time to time.

zz. “Shareholders’ Meeting” shall mean any meeting of the Shareholders of the Company, including Annual
General Meetings as well as Extraordinary General Meetings of the Shareholders of the Company, convened
from time to time in accordance with Law and the provisions of these Articles.

aaa. “Special Resolution” shall have the meaning assigned to it under Section 114 of the Act.
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 bbb. “Transfer” shall mean (i) any, direct or indirect, transfer or other disposition of any shares, securities (including
convertible securities), or voting interests or any interest therein, including, without limitation, by operation of
Law, by court order, by judicial process, or by foreclosure, levy or attachment; (ii) any, direct or indirect, sale,
assignment, gift, donation, redemption, conversion or other disposition of such shares, securities (including
convertible securities) or voting interests or any interest therein, pursuant to an agreement, arrangement,
instrument or understanding by which legal title to or beneficial ownership of such shares, securities (including
convertible securities) or voting interests or any interest therein passes from one Person to another Person or to
the same Person in a different legal capacity, whether or not for value; (iii) the granting of any security interest
or encumbrance in, or extending or attaching to, such shares, securities (including convertible securities) or
voting interests or any interest therein, and the word “Transferred” shall be construed accordingly.

ccc. “Tribunal” shall mean the National Company Law Tribunal constituted under Section 408 of the Act.

B. CONSTRUCTION

In these Articles (unless the context requires otherwise):

(i) References to a party shall, where the context permits, include such party’s respective successors, legal heirs
and permitted assigns.

(ii) The descriptive headings of Articles are inserted solely for convenience of reference and are not intended as
complete or accurate descriptions of content thereof and shall not be used to interpret the provisions of these
Articles and shall not affect the construction of these Articles.

(iii) References to articles and sub-articles are references to Articles and sub-articles of and to these Articles unless
otherwise stated and references to these Articles include references to the articles and sub-articles herein.

(iv) Words importing the singular include the plural and vice versa, pronouns importing a gender include each of the
masculine, feminine and neuter genders, and where a word or phrase is defined, other parts of speech and
grammatical forms of that word or phrase shall have the corresponding meanings.

(v) Wherever the words “include,” “includes,” or “including” is used in these Articles, such words shall be deemed
to be followed by the words “without limitation”.

(vi) The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in these Articles mean and refer
to these Articles and not to any particular Article of these Articles, unless expressly stated otherwise.

(vii) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be
done shall be calculated by excluding the day on which the period commences and including the day on which
the period ends and by extending the period to the next Business Day following if the last day of such period is
not a Business Day; and whenever any payment is to be made or action to be taken under these Articles is
required to be made or taken on a day other than a Business Day, such payment shall be made or action taken
on the next Business Day following.

(viii) A reference to a party being liable to another party, or to liability, includes, but is not limited to, any liability in
equity, contract or tort (including negligence).

(ix) Reference to statutory provisions shall be construed as meaning and including references also to any amendment
or re-enactment for the time being in force and to all statutory instruments or orders made pursuant to such
statutory provisions.

(x) References to any particular number or percentage of securities of a Person (whether on a Fully Diluted Basis
or otherwise) shall be adjusted for any form of restructuring of the share capital of that Person, including without
limitation, consolidation or subdivision or splitting of its shares, issue of bonus shares, issue of shares in a
scheme of arrangement (including amalgamation or de-merger) and reclassification of equity shares or variation
of rights into other kinds of securities.

(xi) References made to any provision of the Act shall be construed as meaning and including the references to the
rules and regulations made in relation to the same by the MCA. The applicable provisions of the Companies
Act, 1956 shall cease to have effect from the date on which the corresponding provisions under the Companies
Act, 2013 have been notified.

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 (xii) In the event any of the provisions of the Articles are contrary to the provisions of the Act and the Rules, the
provisions of the Act and Rules will prevail.

3. EXPRESSIONS IN THE ACT AND THESE ARTICLES

Save as aforesaid, any words or expressions defined in the Act or the Depositories Act or the SEBI Listing Regulations,
shall, as the case may be, if not inconsistent with the subject or context, bear the same meaning in these Articles.

4. SHARE CAPITAL

(i) The authorised Share Capital of the Company shall be as stated under Clause V of the Memorandum of
Association of the Company from time to time.

(ii) The Company has power, from time to time, to increase its authorised or issued and Paid up Share Capital in
accordance with the Act, applicable Law and these Articles.

(iii) The Share Capital of the Company may be classified into shares with differential rights as to dividend, voting
or otherwise in accordance with the applicable provisions of the Act, Rules, and Law, from time to time.

(iv) Subject to Article 4(iii), all Equity Shares shall be of the same class and shall be alike in all respects and the
holders thereof shall be entitled to identical rights and privileges including without limitation to identical rights
and privileges with respect to dividends, voting rights, and distribution of assets in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Company.

(v) The Board may allot and issue shares of the Company as payment or part payment for any property purchased
by the Company or in respect of goods sold or transferred or machinery or appliances supplied or for services
rendered to the Company in or about the formation of the Company or the acquisition and/or in the conduct of
its business or for any goodwill provided to the Company; and any shares which may be so allotted may be
issued as fully/partly Paid up shares and if so issued shall be deemed as fully/partly Paid up shares. However,
the aforesaid shall be subject to the approval of shareholders under the relevant provisions of the Act and Rules.

(vi) The amount payable on application on each share shall not be less than 5 per cent of the nominal value of the
share or, as may be specified by SEBI.

(vii) Nothing herein contained shall prevent the Directors from issuing fully Paid up shares either on payment of the
entire nominal value thereof in cash or in satisfaction of any outstanding debt or obligation of the Company.

(viii) Except so far as otherwise provided by the conditions of issue or by these presents, any Capital raised by the
creation of new shares, shall be considered as part of the existing Capital and shall be subject to the provisions
herein contained with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and
transmission, voting and otherwise.

(ix) All of the provisions of these Articles shall apply to the Shareholders.

(x) Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of
any shares therein, shall be an acceptance of shares within the meaning of these Articles and every person who
thus or otherwise accepts any shares and whose name is on the Register of Members shall for the purposes of
these Articles be a Shareholder.

(xi) The money, (if any), which the Board shall, on the allotment of any shares being made by them, require or direct
to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them, shall immediately on
the insertion of the name of the allottee, in the Register of Members as the name of the holder of such shares,
become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him
accordingly.

5. BRANCH OFFICES

The Company shall have the power to establish one or more branch offices, in addition to the Office, in such places at its
Board may deem fit.

6. PREFERENCE SHARES

(a) Redeemable Preference Shares

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 The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have the power
to issue on a cumulative or non-cumulative basis, preference shares liable to be redeemed in any manner
permissible under the Act and the Directors may, subject to the applicable provisions of the Act, exercise such
power in any manner as they deem fit and provide for redemption of such shares on such terms including the
right to redeem at a premium or otherwise as they deem fit.

(b) Convertible Redeemable Preference Shares

The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have power to
issue on a cumulative or non-cumulative basis convertible redeemable preference shares liable to be redeemed
in any manner permissible under the Act and the Directors may, subject to the applicable provisions of the Act,
exercise such power as they deem fit and provide for redemption at a premium or otherwise and/or conversion
of such shares into such Securities on such terms as they may deem fit.

7. PROVISIONS IN CASE OF PREFERENCE SHARES.

Upon the issue of preference shares pursuant to Article 6 above, the following provisions shall apply:

(a) No such preference shares shall be redeemed except out of profits of the Company which would otherwise be
available for Dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;

(b) No such preference shares shall be redeemed unless they are fully paid;

(c) The premium, if any, payable on redemption shall have been provided for out of the profits of the Company or
out of the Company’s securities premium account, before the preference shares are redeemed;

(d) Where any such preference shares are proposed to be redeemed out of the profits of the Company, there shall,
out of such profits, be transferred, a sum equal to the nominal amount of the preference shares to be redeemed,
to a reserve, to be called the “Capital Redemption Reserve Account” and the applicable provisions of the Act
relating to the reduction of the Share Capital of the Company shall, except as provided by Section 55 of the Act,
apply as if the Capital Redemption Reserve Account were Paid up Share Capital of the Company;

(e) The redemption of preference shares under this Article by the Company shall not be taken as reduction of Share
Capital;

(f) The Capital Redemption Reserve Account may, notwithstanding anything in this Article, be applied by the
Company, in paying up un-issued shares of the Company to be issued to the Shareholders as fully paid bonus
shares; and

(g) Whenever the Company shall redeem any redeemable preference shares or cumulative convertible redeemable
preference shares, the Company shall, within 30 (thirty) days thereafter, give notice thereof to the Registrar of
Companies as required by Section 64 of the Act.

8. SHARE EQUIVALENT

The Company shall, subject to the applicable provisions of the Act, compliance with Law and the consent of the Board,
have the power to issue Share Equivalents on such terms and in such manner as the Board deems fit including their
conversion, repayment, and redemption whether at a premium or otherwise.

9. ADRS/ GDRS

The Company shall, subject to the applicable provisions of the Act, compliance with all Laws and the consent of the
Board, have the power to issue ADRs or GDRs on such terms and in such manner as the Board deems fit including their
conversion and repayment. Such terms may include at the discretion of the Board, limitations on voting by holders of
ADRs or GDRs, including without limitation, exercise of voting rights, in accordance with the directions of the Board.

10. ALTERATION OF SHARE CAPITAL

Subject to these Articles and Section 61 of the Act, the Company may, by Ordinary Resolution in General Meeting from
time to time, alter the conditions of its Memorandum as follows, that is to say, it may:

(a) increase its Share Capital by such amount as it thinks expedient;

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 (b) consolidate and divide all or any of its Share Capital into shares of larger amount than its existing shares;

Provided that no consolidation and division which results in changes in the voting percentage of Shareholders
shall take effect unless it is approved by the Tribunal on an application made in the prescribed manner;

(c) convert all or any of its fully Paid up shares into stock and reconvert that stock into fully Paid up shares of any
denomination;

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum, so
however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each
reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and

(e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to
be taken by any Person, and diminish the amount of its Share Capital by the amount of the shares so cancelled.
A cancellation of shares in pursuance of this Article shall not be deemed to be a reduction of Share Capital
within the meaning of the Act.

11. REDUCTION OF SHARE CAPITAL

The Company may, subject to the applicable provisions of the Act, from time to time, reduce its Capital, any capital
redemption reserve account and the securities premium account in any manner for the time being authorized by Law.
This Article is not to derogate any power the Company would have under Law, if it were omitted.

12. POWER OF COMPANY TO PURCHASE ITS OWN SECURITIES

Pursuant to a resolution of the Board or a Special Resolution of the Shareholders, as required under the Act, the Company
may purchase its own shares or other Securities, as may be specified by the Act read with the Rules made thereunder
from time to time, and as may be prescribed by the MCA or the SEBI, by way of a buy-back arrangement, in accordance
with Sections 68, 69 and 70 of the Act, the Rules and subject to compliance with the Law.

13. POWER TO MODIFY RIGHTS

Where, the Capital, is divided (unless otherwise provided by the terms of issue of the shares of that class) into different
classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Section
48 of the Act and the Law, and whether or not the Company is being wound up, be modified, commuted, affected or
abrogated or dealt with by agreement between the Company and any Person purporting to contract on behalf of that class,
provided the same is effected with consent in writing and by way of a Special Resolution passed at a separate meeting of
the holders of the issued shares of that class. Subject to provisions of the Act and applicable Law, all provisions hereafter
contained as to General Meetings (including the provisions relating to quorum at such meetings) shall mutatis mutandis
apply to every such meeting.

14. REGISTERS TO BE MAINTAINED BY THE COMPANY

(a) The Company shall, in terms of the provisions of Section 88 of the Act and the provisions of the Depositories
Act, cause to be kept the following registers in terms of the applicable provisions of the Act

(i) A Register of Members indicating separately for each class of Equity Shares and preference shares held
by each Shareholder residing in or outside India;

(ii) A register of Debenture holders; and

(iii) A register of any other security holders.

(b) The Company shall also be entitled to keep in any country outside India, a part of the registers referred above,
called “foreign register” containing names and particulars of the Shareholders, Debenture holders or holders of
other Securities or beneficial owners residing outside India.

(c) The registers mentioned in this Article shall be kept and maintained in the manner prescribed under the
Companies (Management and Administration) Rules, 2014.

15. SHARES AND SHARE CERTIFICATES

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(a) The Company shall issue, re-issue and issue duplicate share certificates in accordance with the provisions of the
Act and in the form and manner prescribed under the Companies (Share Capital and Debentures) Rules, 2014.

(b) A duplicate certificate of shares may be issued, if such certificate:

i. is proved to have been lost or destroyed; or

ii. has been defaced, mutilated or torn and is surrendered to the Company.

(c) The Company shall be entitled to dematerialize its existing shares, rematerialize its shares held in the depository
and/or to offer its fresh shares in a dematerialized form pursuant to the Depositories Act, and the rules framed
thereunder, if any.

(d) A certificate, issued under the common seal of the Company, specifying the shares held by any Person shall be
prima facie evidence of the title of the Person to such shares. Where the shares are held in depository form, the
record of Depository shall be the prima facie evidence of the interest of the beneficial owner.

(e) If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for
endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be
issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the
Company and on execution of such indemnity as the Company deems adequate, being given, a new certificate
in lieu thereof shall be given to the party entitled to such lost or destroyed certificate, within a period of 30 days
from the receipt of such lodgement.] Every certificate under the Articles shall be issued without payment of fees
if the Directors so decide, or on payment of such fees (not exceeding Rupees two for each certificate) as the
Directors shall prescribe. Provided that, no fee shall be charged for issue of a new certificate in replacement of
those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement
of transfer.

Provided that notwithstanding what is stated above, the Directors shall comply with the applicable provisions of
the Act and Law.

(f) The provisions of this Article shall mutatis mutandis apply to Debentures and other Securities of the Company.

(g) When a new share certificate has been issued in pursuance of sub-article (e) of this Article, it shall be in the form
and manner stated under the Companies (Share Capital and Debentures) Rules, 2014.

(h) Where a new share certificate has been issued in pursuance of sub-articles (e) or (f) of this Article, particulars
of every such share certificate shall be entered in a Register of Renewed and Duplicate Certificates maintained
in the form and manner specified under the Companies (Share Capital and Debentures) Rules, 2014.

(i) All blank forms to be used for issue of share certificates shall be printed and the printing shall be done only on
the authority of a Resolution of the Board. The blank forms shall be consecutively machine–numbered and the
forms and the blocks, engravings, facsimiles and hues relating to the printing of such forms shall be kept in the
custody of the Secretary or of such other person as the Board may authorize for the purpose and the Secretary
or the other person aforesaid shall be responsible for rendering an account of these forms to the Board.

(j) The Secretary shall be responsible for the maintenance, preservation and safe custody of all books and
documents relating to the issue of share certificates including the blank forms of the share certificate referred to
in sub-article (h) of this Article.

(k) All books referred to in sub-article (i) of this Article, shall be preserved in the manner specified in the Companies
(Share Capital and Debentures) Rules, 2014.

(l) The details in relation to any renewal or duplicate share certificates shall be entered into the register of renewed
and duplicate share certificates, as prescribed under the Companies (Share Capital and Debentures) Rules, 2014.

(m) If any Share stands in the names of 2 (two) or more Persons, the Person first named in the Register of Members
shall as regards receipt of Dividends or bonus, or service of notices and all or any other matters connected with
the Company except voting at meetings and the transfer of shares, be deemed the sole holder thereof, but the
joint holders of a share shall be severally as well as jointly liable for the payment of all installments and calls
due in respect of such shares, and for all incidents thereof according to these Articles.

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 (n) Except as ordered by a court of competent jurisdiction or as may be required by Law, the Company shall be
entitled to treat the Shareholder whose name appears on the Register of Members as the holder of such share or
whose name appears as the beneficial owner of shares in the records of the Depository, as the absolute owner
thereof and accordingly shall not be bound to recognise any benami, trust or equity or equitable, contingent or
other claim to or interest in such share on the part of any other Person whether or not such Shareholder shall
have express or implied notice thereof. The Board shall be entitled at their sole discretion to register any shares
in the joint names of any 2 (two) or more Persons or the survivor or survivors of them.

16. SHARES AT THE DISPOSAL OF THE DIRECTORS

(a) Subject to the provisions of Section 62 and other applicable provisions of the Act, and these Articles, the shares
in the Capital of the Company for the time being (including any shares forming part of any increased Capital of
the Company) shall be under the control of the Board who may issue, allot or otherwise dispose of the same or
any of them to Persons in such proportion and on such terms and conditions and either at a premium or at par or
at discount (subject to compliance with Section 53 of the Act) at such time as they may, from time to time, think
fit. to give to any person or persons the option or right to call for any shares either at par or premium or at a
discount subject to the provisions of the Act during such time and for such consideration as the Directors think
fit, and may issue and allot Shares in the capital of the Company on payment in full or part of any property sold
and transferred or for any services rendered to the Company in the conduct of its business and any shares which
may be so allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid up
shares. Provided that option or right to call shares shall not be given to any Person or Persons without the sanction
of the Company in the General Meeting.

(b) Subject to applicable Law, the Directors are hereby authorised to issue Equity Shares or Debentures (whether or
not convertible into Equity Shares) for offer and allotment to such of the officers, employees and workers of the
Company as the Directors may decide or the trustees of such trust as may be set up for the benefit of the officers,
employees and workers in accordance with the terms and conditions of such scheme, plan or proposal as the
Directors may formulate. Subject to the consent of the stock exchanges and SEBI, the Directors may impose the
condition that the Equity Shares or Debentures of the Company so allotted shall not be transferable for a specified
period.

(c) If, by the conditions of allotment of any share, the whole or part of the amount thereof shall be payable by
installments, every such installment shall, when due, be paid to the Company by the person who, for the time
being, shall be the registered holder of the shares or by his Executor or Administrator.

(d) Every Shareholder, or his heirs, Executors, or Administrators shall pay to the Company, the portion of the Capital
represented by his share or shares which may for the time being remain unpaid thereon in such amounts at such
time or times and in such manner as the Board shall from time to time in accordance with the Articles require or
fix for the payment thereof.

(e) In accordance with Section 56 and other applicable provisions of the Act and the Rules:

(i) Every Shareholder or allottee of shares shall be entitled without payment, to receive one or more
certificates specifying the name of the Person in whose favour it is issued, the shares to which it relates
and the amount paid up thereon. Such certificates shall be issued only in pursuance of a resolution
passed by the Board and on surrender to the Company of its letter of allotment or its fractional coupon
of requisite value, save in cases of issue of share certificates against letters of acceptance or of
renunciation, or in cases of issue of bonus shares. Such share certificates shall also be issued in the
event of consolidation or sub-division of shares of the Company. Every such certificate shall be issued
in the manner prescribed under Section 46 of the Act and the Rules framed thereunder. Particulars of
every share certificate issued shall be entered in the Register of Members against the name of the
Person, to whom it has been issued, indicating the date of issue.

(ii) Every Shareholder shall be entitled, without payment, to one or more certificates, in marketable lots,
for all the shares of each class or denomination registered in his name, or if the Directors so approve
(upon paying such fee as the Directors may from time to time determine) to several certificates, each
for one or more of such shares and the Company shall complete and have ready for delivery such
certificates within 2 (two) months from the date of allotment, or within 1 (one) month of the receipt of
instrument of transfer, transmission, sub-division, consolidation or renewal of its shares as the case
may be. Every certificate of shares shall be in the form and manner as specified in Article 15 above and
in respect of a share or shares held jointly by several Persons, the Company shall not be bound to issue
more than one certificate and delivery of a certificate of shares to the first named joint holders shall be
sufficient delivery to all such holders. For any further certificate, the Board shall be entitled, but shall
not be bound to prescribe a charge not exceeding rupees two.
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 (iii) the Board may, at their absolute discretion, refuse any applications for the sub-division of share
certificates or debenture certificates, into denominations less than marketable lots except where sub-
division is required to be made to comply with any statutory provision or an order of a competent court
of law or at a request from a Shareholder or to convert holding of odd lot into transferable/marketable
lot.

(iv) A Director may sign a share certificate by affixing his signature thereon by means of any machine,
equipment or other mechanical means, such as engraving in metal or lithography, but not by means of
a rubber stamp, provided that the Director shall be responsible for the safe custody of such machine,
equipment or other material used for the purpose.

17. COMMISSION AND BROKERAGE

(a) Subject to the applicable provisions of the Act, the Company may at any time pay a commission to any Person
in consideration of his subscribing or agreeing to subscribe or procuring or agreeing to procure subscription,
(whether absolutely or conditionally), for any shares or Debentures in the Company in accordance with the
provisions of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

(b) The Company may also, on any issue of shares or Debentures, pay such brokerage as may be lawful.

18. CALLS

(a) Subject to the provisions of Section 49 of the Act, the Board may, from time to time, subject to the terms on
which any shares may have been issued and subject to the conditions of allotment, by a resolution passed at a
meeting of the Board, (and not by circular resolution), make such call as it thinks fit upon the Shareholders in
respect of all money unpaid on the shares held by them respectively and each Shareholder shall pay the amount
of every call so made on him to the Person or Persons and Shareholders and at the times and places appointed
by the Board. A call may be made payable by installments. Provided that the Board shall not give the option or
right to call on shares to any Person except with the sanction of the Company in the General Meeting.

(b) 30 (thirty) days’ notice in writing at the least of every call (otherwise than on allotment) shall be given by the
Company specifying the time and place of payment and if payable to any Person other than the Company, the
name of the person to whom the call shall be paid, provided that before the time for payment of such call, the
Board may by notice in writing to the Shareholders revoke the same.

(c) The Board may, when making a call by resolution, determine the date on which such call shall be deemed to
have been made, not being earlier than the date of resolution making such call and thereupon the call shall be
deemed to have been made on the date so determined and if no date is determined, the call shall be deemed to
have been made at the time when the resolution of the Board authorising such call was passed and may be made
payable by the Shareholders whose names appear on the Register of Members on such date or at the discretion
of the Board on such subsequent date as shall be fixed by the Board. A call may be revoked or postponed at the
discretion of the Board.

(d) The joint holder of a share shall be jointly and severally liable to pay all instalments and calls due in respect
thereof.

(e) The Board may, from time to time at its discretion, extend the time fixed for the payment of any call and may
extend such time as to all or any of the Shareholders who, from residence at a distance or other cause the Board
may deem fairly entitled to such extension; but no Shareholders shall be entitled to such extension save as a
matter of grace and favour.

(f) If any Shareholder or allottee fails to pay the whole or any part of any call or installment, due from him on the
day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest
on the same from the day appointed for the payment thereof to the time of actual payment at such rate as shall
from time to time be fixed by the Board but nothing in this Article shall render it obligatory for the Board to
demand or recover any interest from any such Shareholder.

(g) Any sum, which by the terms of issue of a share or otherwise, becomes payable on allotment or at any fixed date
or by installments at a fixed time whether on account of the nominal value of the share or by way of premium
shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by
the terms of issue or otherwise the same became payable, and in case of non-payment, all the relevant provisions
of these Articles as to payment of call, interest, expenses, forfeiture or otherwise shall apply as if such sum
became payable by virtue of a call duly made and notified.

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 (h) On the trial or hearing of any action or suit brought by the Company against any Shareholder or his legal
representatives for the recovery of any money claimed to be due to the Company in respect of his shares, it shall
be sufficient to prove that the name of the Shareholder in respect of whose shares the money is sought to be
recovered appears entered on the Register of Members as the holder, or one of the holders at or subsequent to
the date at which the money sought to be recovered is alleged to have become due on the shares; that the
resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the
Shareholder or his representatives so sued in pursuance of these Articles; and it shall not be necessary to prove
the appointment of the Directors who made such call nor that a quorum of Directors was present at the Board at
which any call was made, nor that the meeting at which any call was made was duly convened or constituted
nor any other matters whatsoever; but the proof of the matters aforesaid shall be conclusive evidence of the debt.

(i) Neither a judgment nor a decree in favour of the Company for calls or other money due in respect of any share
nor any part payment or satisfaction thereunder, nor the receipt by the Company of a portion of any money
which shall from time to time be due from any Shareholder to the Company in respect of his shares, either by
way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such
money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as
hereinafter provided.

(j) The Board may, if it thinks fit (subject to the provisions of Section 50 of the Act) agree to and receive from any
Shareholder willing to advance the same, the whole or any part of the money due upon the shares held by him
beyond the sums actually called up, and upon the amount so paid or satisfied in advance or so much thereof as
from time to time and at any time thereafter as exceeds the amount of the calls then made upon and due in respect
of the shares in respect of which such advance has been made, the Company may pay interest, as the Shareholder
paying such sum in advance and the Board agree upon, provided that the money paid in advance of calls shall
not confer a right to participate in profits or dividend. The Directors may at any time repay the amount so
advanced.

(k) No Shareholder shall be entitled to voting rights in respect of the money(ies) so paid by him until the same
would but for such payment, become presently payable.

(l) The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures of the Company.

19. COMPANY’S LIEN:

i. On shares:

(a) The Company shall have a first and paramount lien:

(i) on every share (not being a fully paid share), for all money (whether presently payable or not)
called, or payable at a fixed time, in respect of that share;

Provided that the Board may, at any time, declare any shares wholly or in part to be exempt
from the provisions of this Article.

(b) Company’s lien, if any, on such partly paid shares, shall extend to all Dividends payable and bonuses
declared from time to time in respect of such shares.

(c) Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the
Company’s lien, if any, on such shares. The fully Paid up shares shall be free from all lien and that in
case of partly paid shares, the Company’s lien shall be restricted to money called or payable at a fixed
time in respect of such shares.

(d) For the purpose of enforcing such lien, the Board may sell the shares, subject thereto in such manner
as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of
such shares and may authorise one of their Shareholders to execute and register the transfer thereof on
behalf of and in the name of any purchaser. The purchaser shall not be bound to see to the application
of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in
the proceedings in reference to the sale.

Provided that no sale shall be made:

(i) unless a sum in respect of which the lien exists is presently payable; or

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 (ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given
to the registered holder for the time being of the share or the person entitled thereto by reason
of his death or insolvency.

The net proceeds of any such sale shall be received by the Company and applied in payment of such
part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall
(subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid
to the Person entitled to the shares at the date of the sale.

(e) No Shareholder shall exercise any voting right in respect of any shares registered in his name on which
any calls or other sums presently payable by him have not been paid, or in regard to which the Company
has exercised any right of lien.

ii. On Debentures:

(a) The Company shall have a first and paramount lien:

(i) on every Debenture (not being a fully paid Debenture), for all money (whether presently
payable or not) called, or payable at a fixed time, in respect of that Debenture;

Provided that the Board may, at any time, declare any Debentures wholly or in part to be
exempt from the provisions of this Article.

(b) Company’s lien, if any, on the Debentures, shall extend to all interest and premium payable in respect
of such Debentures.

(c) Unless otherwise agreed, the registration of a transfer of Debentures shall operate as a waiver of the
Company’s lien, if any, on such Debentures. The fully paid up Debentures shall be free from all lien
and that in case of partly paid Debentures, the Company’s lien shall be restricted to money called or
payable at a fixed price in respect of such Debentures.

(d) For the purpose of enforcing such lien, the Board may sell the Debentures, subject thereto in such
manner as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in
respect of such Debentures and may authorize the debenture trustee acting as trustee for the holders of
Debentures or one of the holder of Debentures to execute and register the transfer thereof on behalf of
and in the name of any purchaser. The purchaser shall not be bound to see to the application of the
purchase money, nor shall his title to the Debentures be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

Provided that no sale shall be made:

(i) unless a sum in respect of which the lien exists is presently payable; or

(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given
to the registered holder for the time being of the Debenture or the Person entitled thereto by
reason of his death or insolvency.

The net proceeds of any such sale shall be received by the Company and applied in payment of such
part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall
(subject to a like lien for sums not presently payable as existed upon the Debentures before the sale) be
paid to the Person entitled to the Debentures at the date of the sale.

(e) No holder of Debentures shall exercise any voting right in respect of any Debentures registered in his
name on which any calls or other sums presently payable by him have not been paid, or in regard to
which the Company has exercised any right of lien.

20. FORFEITURE OF SHARES

(a) If any Shareholder fails to pay any call or installment or any part thereof or any money due in respect of any
shares either by way of principal or interest on or before the day appointed for the payment of the same or any
such extension thereof as aforesaid, the Board may, at any time thereafter, during such time as the call or
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 installment or any part thereof or other money remain unpaid or a judgment or decree in respect thereof remain
unsatisfied, give notice to him or his legal representatives requiring him to pay the same together with any
interest that may have accrued and all expenses that may have been incurred by the Company by reason of such
non-payment.

(b) The notice shall name a day, (not being less than 14 (fourteen) days from the date of the notice), and a place or
places on or before which such call or installment or such part or other money as aforesaid and interest thereon,
(at such rate as the Board shall determine and payable from the date on which such call or installment ought to
have been paid), and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-
payment at or before the time and at the place appointed, the shares in respect of which the call was made or
installment is payable, will be liable to be forfeited.

(c) If the requirements of any such notice as aforesaid are not be complied with, any share in respect of which such
notice has been given, may at any time, thereafter before payment of all calls, installments, other money due in
respect thereof, interest and expenses as required by the notice has been made, be forfeited by a resolution of
the Board to that effect. Such forfeiture shall include all Dividends declared or any other money payable in
respect of the forfeited share and not actually paid before the forfeiture subject to the applicable provisions of
the Act. There shall be no forfeiture of unclaimed Dividends before the claim becomes barred by Law.

(d) When any share shall have been so forfeited, notice of the forfeiture shall be given to the Shareholder on whose
name it stood immediately prior to the forfeiture or if any of his legal representatives or to any of the Persons
entitled to the shares by transmission, and an entry of the forfeiture with the date thereof, shall forthwith be made
in the Register of Members, but no forfeiture shall be in any manner invalidated by any omission or neglect to
give such notice or to make any such entry as aforesaid.

(e) Any share so forfeited shall be deemed to be the property of the Company and may be sold; re-allotted, or
otherwise disposed of either to the original holder thereof or to any other Person upon such terms and in such
manner as the Board shall think fit.

(f) Any Shareholder whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay and
shall forthwith pay to the Company on demand all calls, installments, interest and expenses and other money
owing upon or in respect of such shares at the time of the forfeiture together with interest thereon from the time
of the forfeiture until payment at such rate as the Board may determine and the Board may enforce, (if it thinks
fit), payment thereof as if it were a new call made at the date of forfeiture.

(g) The forfeiture of a share shall involve extinction at the time of the forfeiture of all interest in all claims and
demands against the Company, in respect of the share and all other rights incidental to the share, except only
such of these rights as by these Articles are expressly saved.

(h) A duly verified declaration in writing that the declarant is a Director or Secretary of the Company and that a
share in the Company has been duly forfeited in accordance with these Articles on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the shares.

(i) Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the
Board may appoint some Person to execute an instrument of transfer of the shares sold and cause the purchaser’s
name to be entered in the Register of Members in respect of the shares sold and the purchaser shall not be bound
to see to the regularity of the proceedings, or to the application of the purchase money, and after his name has
been entered in the Register of Members in respect of such shares, the validity of the sale shall not be impeached
by any Person and the remedy of any Person aggrieved by the sale shall be in damages only and against the
Company exclusively.

(j) Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or
certificates originally issued in respect of the relevant shares shall, (unless the same shall on demand by the
Company have been previously surrendered to it by the defaulting Shareholder), stand cancelled and become
null and void and of no effect and the Board shall be entitled to issue a new certificate or certificates in respect
of the said shares to the Person or persons entitled thereto.

(k) The Board may, at any time, before any share so forfeited shall have been sold, re-allotted or otherwise disposed
of, annul the forfeiture thereof upon such conditions as it thinks fit.

21. FURTHER ISSUE OF SHARE CAPITAL

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 (a) Where at any time, the Company proposes to increase its subscribed Capital by the issue of further shares, such
shares shall be offered—

(i) to Persons who, at the date of the offer, are holders of Equity Shares of the Company in proportion, as
nearly as circumstances admit, to the Paid up Share Capital on those shares by sending a letter of offer
subject to the following conditions, namely:-

a. the offer shall be made by notice specifying the number of shares offered and limiting a time
not being less than 15 (fifteen) days and not exceeding 30 (thirty) days from the date of the
offer within which the offer, if not accepted, shall be deemed to have been declined;

b. the offer aforesaid shall be deemed to include a right exercisable by the Person concerned to
renounce the shares offered to him or any of them in favour of any other Person; and the notice
referred to in clause a. above shall contain a statement of this right;

c. after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation
from the Person to whom such notice is given that he declines to accept the shares offered, the
Board may dispose of them in such manner which is not disadvantageous to the Shareholders
and the Company;

(ii) to employees under a scheme of employees’ stock option, subject to Special Resolution passed by the
Company and subject to the Rules and such other conditions, as may be prescribed under Law; or

(iii) to any Persons, if it is authorised by a Special Resolution, whether or not those Persons include the
Persons referred to in clause (i) or clause (ii) above, either for cash or for a consideration other than
cash, if the price of such shares is determined by the valuation report of a registered valuer, subject to
the compliance with the applicable provisions of the Act and any other conditions as may be prescribed
under Law.

(b) The notice referred to in sub-clause a. of clause (i) of sub-article (a) shall be dispatched through registered post
or speed post or through electronic mode to all the existing Shareholders at least 3 (three) days before the opening
of the issue.

(c) Nothing in this Article shall apply to the increase of the subscribed Capital of a Company caused by the exercise
of an option as a term attached to the Debentures issued or loan raised by the Company to convert such
Debentures or loans into shares in the Company:

Provided that the terms of issue of such Debentures or loan containing such an option have been approved before
the issue of such Debentures or the raising of loan by a Special Resolution passed by the Company in a General
Meeting.

(d) The provisions contained in this Article shall be subject to the provisions of Section 42 and Section 62 of the
Act, the Rules and the applicable provisions of the Act.

22. TRANSFER AND TRANSMISSION OF SHARES

(a) The Company shall maintain a “Register of Transfers” and shall have recorded therein fairly and distinctly
particulars of every transfer or transmission of any Share, Debenture or other Security held in a material form.

(b) In accordance with Section 56 of the Act, the Rules and such other conditions as may be prescribed under Law,
every instrument of transfer of shares held in physical form shall be in writing. In case of transfer of shares
where the Company has not issued any certificates and where the shares are held in dematerialized form, the
provisions of the Depositories Act shall apply.

(c) (i) An application for the registration of a transfer of the shares in the Company may be made either by
the transferor or the transferee within the time frame prescribed under the Act.

(ii) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not
be registered unless the Company gives notice of the application to the transferee in a prescribed manner
and the transferee communicates no objection to the transfer within 2 (two) weeks from the receipt of
the notice.

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(d) Every such instrument of transfer shall be executed by both, the transferor and the transferee and attested and
the transferor shall be deemed to remain the holder of such share until the name of the transferee shall have been
entered in the Register of Members in respect thereof.

(e) The Board shall have power on giving not less than 7 (seven) days previous notice by advertisement in a
vernacular newspaper and in an English newspaper having wide circulation in the city, town or village in which
the Office of the Company is situated, and publishing the notice on the website as may be notified by the Central
Government and on the website of the Company, to close the transfer books, the Register of Members and/or
Register of Debenture-holders at such time or times and for such period or periods, not exceeding 30 (thirty)
days at a time and not exceeding in the aggregate 45 (forty-five) days in each year, as it may deem expedient.

(f) Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other applicable provisions of the
Act or any other Law for the time being in force, the Board may, refuse to register the transfer of, or the
transmission by operation of law of the right to, any securities or interest of a Shareholder in the Company. The
Company shall, within 30 (thirty) days from the date on which the instrument of transfer, or the intimation of
such transmission, as the case may be, was delivered to the Company, send a notice of refusal to the transferee
and transferor or to the Person giving notice of such transmission, as the case may be, giving reasons for such
refusal.

Provided that, registration of a transfer shall not be refused on the ground of the transferor being either alone or
jointly with any other Person or Persons indebted to the Company on any account whatsoever.

(g) Subject to the applicable provisions of the Act and these Articles, the Directors shall have the absolute and
uncontrolled discretion to refuse to register a Person entitled by transmission to any shares or his nominee as if
he were the transferee named in any ordinary transfer presented for registration, and shall not be bound to give
any reason for such refusal and in particular may also decline in respect of shares upon which the Company has
a lien.

(h) Subject to the provisions of these Articles, any transfer of shares in whatever lot should not be refused, though
there would be no objection to the Company refusing to split a share certificate into several scripts of any small
denominations or, to consider a proposal for transfer of shares comprised in a share certificate to several
Shareholders, involving such splitting, if on the face of it such splitting/transfer appears to be unreasonable or
without a genuine need. The Company should not, therefore, refuse transfer of shares in violation of the stock
exchange listing requirements on the ground that the number of shares to be transferred is less than any specified
number.

(i) In case of the death of any one or more Shareholders named in the Register of Members as the joint-holders of
any shares, the survivors shall be the only Shareholder or Shareholders recognized by the Company as having
any title to or interest in such shares, but nothing therein contained shall be taken to release the estate of a
deceased joint-holder from any liability on shares held by him jointly with any other Person.

(j) The Executors or Administrators or holder of the succession certificate or the legal representatives of a deceased
Shareholder, (not being one of two or more joint-holders), shall be the only Shareholders recognized by the
Company as having any title to the shares registered in the name of such Shareholder, and the Company shall
not be bound to recognize such Executors or Administrators or holders of succession certificate or the legal
representatives unless such Executors or Administrators or legal representatives shall have first obtained probate
or letters of administration or succession certificate, as the case may be, from a duly constituted court in India,
provided that the Board may in its absolute discretion dispense with production of probate or letters of
administration or succession certificate, upon such terms as to indemnity or otherwise as the Board may in its
absolute discretion deem fit and may under Article 22(a) of these Articles register the name of any Person who
claims to be absolutely entitled to the shares standing in the name of a deceased Shareholder, as a Shareholder.

(k) The Board shall not knowingly issue or register a transfer of any share to a minor or insolvent or Person of
unsound mind, except fully paid shares through a legal guardian.

(l) Subject to the provisions of Articles, any Person becoming entitled to shares in consequence of the death, lunacy,
bankruptcy of any Shareholder or Shareholders, or by any lawful means other than by a transfer in accordance
with these Articles, may with the consent of the Board, (which it shall not be under any obligation to give), upon
producing such evidence that he sustains the character in respect of which he proposes to act under this Article,
or of his title, as the Board thinks sufficient, either be registered himself as the holder of the shares or elect to
have some Person nominated by him and approved by the Board, registered as such holder; provided
nevertheless, that if such Person shall elect to have his nominee registered, he shall testify the election by

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 executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained
and until he does so, he shall not be freed from any liability in respect of the shares.

(m) A Person becoming entitled to a share by reason of the death or insolvency of a Shareholder shall be entitled to
the same Dividends and other advantages to which he would be entitled if he were the registered holder of the
shares, except that he shall not, before being registered as a Shareholder in respect of the shares, be entitled to
exercise any right conferred by membership in relation to meetings of the Company.

Provided that the Directors shall, at any time, give notice requiring any such Person to elect either to be registered
himself or to transfer the shares, and if such notice is not complied with within 90 (ninety) days, the Directors
may thereafter withhold payment of all Dividends, bonuses or other monies payable in respect of the shares until
the requirements of the notice have been complied with.

(n) Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by
such evidence as the Board may require to prove the title of the transferor, his right to transfer the shares. Every
registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the
Board.

Where any instrument of transfer of shares has been received by the Company for registration and the transfer
of such shares has not been registered by the Company for any reason whatsoever, the Company shall transfer
the Dividends in relation to such shares to a special account unless the Company is authorized by the registered
holder of such shares, in writing, to pay such Dividends to the transferee and will keep in abeyance any offer of
right shares and/or bonus shares in relation to such shares.

In case of transfer and transmission of shares or other marketable Securities where the Company has not issued
any certificates and where such shares or Securities are being held in any electronic and fungible form in a
Depository, the provisions of the Depositories Act shall apply.

(o) Before the registration of a transfer, the certificate or certificates of the share or shares to be transferred must be
delivered to the Company along with a properly stamped and executed instrument of transfer in accordance with
the provisions of Section 56 of the Act.

(p) No fee shall be payable to the Company, in respect of the registration of transfer or transmission of shares, or
for registration of any power of attorney, probate, letters of administration and succession certificate, certificate
of death or marriage or other similar documents, sub division and/or consolidation of shares and Debentures and
sub-divisions of letters of allotment, renounceable letters of right and split, consolidation, renewal and genuine
transfer receipts into denomination corresponding to the market unit of trading.

(q) The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving
effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof, (as shown
or appearing in the Register of Members), to the prejudice of a Person or Persons having or claiming any
equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had any
notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have
entered such notice or referred thereto, in any book of the Company and the Company shall not be bound or
required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or
interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered
or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend
to any such notice, and give effect thereto if the Board shall so think fit.

(r) The Company shall not register the transfer of its Securities in the name of the transferee(s) when the
transferor(s) objects to the transfer.

Provided that the transferor serves on the Company, within sixty working days of raising the objection, a
prohibitory order of a Court of competent jurisdiction.

(s) The Board may delegate the power of transfer of Securities to a committee or to compliance officer or to the
registrar to an issue and/or share transfer agent(s).

Provided that the delegated authority shall report on transfer of Securities to the Board in each meeting.

(t) There shall be a common form of transfer in accordance with the Act and Rules.

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 (u) The provision of these Articles shall be subject to the applicable provisions of the Act, the Rules and any
requirements of Law. Such provisions shall mutatis mutandis apply to the transfer or transmission by operation
of Law to other Securities of the Company.

23. DEMATERIALIZATION OF SECURITIES

(a) Dematerialization:

Notwithstanding anything contained in these Articles, and subject to the applicable provisions of the Act, the
Company shall be entitled to dematerialize its existing Securities, rematerialize its Securities held in the
Depositories and/or to offer its fresh Securities in a dematerialized form pursuant to the Depositories Act, and
the rules framed thereunder, if any.

(b) Subject to the applicable provisions of the Act, instead of issuing or receiving certificates for the Securities, as
the case maybe, either the Company or the investor may exercise an option to issue, dematerialize, hold the
Securities (including shares) with a Depository in electronic form and the certificates in respect thereof shall be
dematerialized, in which event the rights and obligations of the parties concerned and matters connected
therewith or incidental thereto shall be governed by the provisions of the Depositories Act as amended from
time to time or any statutory modification thereto or re-enactment thereof.

(c) Notwithstanding anything contained in these Articles to the contrary, in the event the Securities of the Company
are dematerialized, the Company shall issue appropriate instructions to the Depository not to Transfer the
Securities of any Shareholder except in accordance with these Articles. The Company shall cause the Promoters
to direct their respective Depository participants not to accept any instruction slip or delivery slip or other
authorisation for Transfer in contravention of these Articles.

(d) If a Person opts to hold his Securities with a Depository, then notwithstanding anything to the contrary contained
in these Articles the Company shall intimate such Depository the details of allotment of the Securities and on
receipt of the information, the Depository shall enter in its record the name of the allottee as the Beneficial
Owner of the Securities.

(e) Securities in Depositories to be in fungible form:

All Securities held by a Depository shall be dematerialized and be held in fungible form. Nothing contained in
Sections 88, 89 and 186 of the Act shall apply to a Depository in respect of the Securities held by it on behalf of
the Beneficial Owners.

(f) Rights of Depositories & Beneficial Owners:

(i) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be
deemed to be the Registered Owner for the purposes of effecting transfer of ownership of Securities on
behalf of the Beneficial Owner.

(ii) Save as otherwise provided in (i) above, the Depository as the Registered Owner of the Securities shall
not have any voting rights or any other rights in respect of the Securities held by it.

(iii) Every Person holding shares of the Company and whose name is entered as the Beneficial Owner in
the records of the Depository shall be deemed to be a Shareholder of the Company.

(iv) The Beneficial Owner of Securities shall, in accordance with the provisions of these Articles and the
Act, be entitled to all the rights and subject to all the liabilities in respect of his Securities, which are
held by a Depository.

(g) Except as ordered by a court of competent jurisdiction or as may be required by Law required and subject to the
applicable provisions of the Act, the Company shall be entitled to treat the Person whose name appears on the
Register as the holder of any share or whose name appears as the Beneficial Owner of any share in the records
of the Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami
trust or equity, equitable contingent, future, partial interest, other claim to or interest in respect of such shares or
(except only as by these Articles otherwise expressly provided) any right in respect of a share other than an
absolute right thereto in accordance with these Articles, on the part of any other Person whether or not it has
expressed or implied notice thereof but the Board shall at their sole discretion register any share in the joint
names of any two or more Persons or the survivor or survivors of them.

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(h) Register and Index of Beneficial Owners:

The Company shall cause to be kept a register and index of members with details of shares and Debentures held
in materialized and dematerialized forms in any media as may be permitted by Law including any form of
electronic media.

The register and index of Beneficial Owners maintained by a Depository under the Depositories Act shall be
deemed to be a register and index of members for the purposes of this Act. The Company shall have the power
to keep in any state or country outside India a register resident in that state or country.

(i) Cancellation of Certificates upon surrender by Person:

Upon receipt of certificate of Securities on surrender by a Person who has entered into an agreement with the
Depository through a participant, the Company shall cancel such certificates and shall substitute in its record,
the name of the Depository as the registered owner in respect of the said Securities and shall also inform the
Depository accordingly.

(j) Service of Documents:

Notwithstanding anything contained in the Act or these Articles to the contrary, where Securities are held in a
Depository, the records of the beneficial ownership may be served by such Depository on the Company by
means of electronic mode or by delivery of floppies or discs.

(k) Transfer of Securities:

(i) Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of Securities
effected by transferor and transferee both of whom are entered as Beneficial Owners in the records of
a Depository.

(ii) In the case of transfer or transmission of shares or other marketable Securities where the Company has
not issued any certificates and where such shares or Securities are being held in any electronic or
fungible form in a Depository, the provisions of the Depositories Act shall apply.

(l) Allotment of Securities dealt with in a Depository:

Notwithstanding anything in the Act or these Articles, where Securities are dealt with by a Depository, the
Company shall intimate the details of allotment of relevant Securities thereof to the Depository immediately on
allotment of such Securities.

(m) Certificate Number and other details of Securities in Depository:

Nothing contained in the Act or these Articles regarding the necessity of having certificate number/distinctive
numbers for Securities issued by the Company shall apply to Securities held with a Depository.

(n) Register and Index of Beneficial Owners:

The Register and Index of Beneficial Owners maintained by a Depository under the Depositories Act, shall be
deemed to be the Register and Index (if applicable) of Shareholders and Security-holders for the purposes of
these Articles.

(o) Provisions of Articles to apply to Shares held in Depository:

Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien on
shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in
Depository so far as they apply to shares held in physical form subject to the provisions of the Depositories Act.

(p) Depository to furnish information:

Every Depository shall furnish to the Company information about the transfer of Securities in the name of the
Beneficial Owner at such intervals and in such manner as may be specified by Law and the Company in that
behalf.

(q) Option to opt out in respect of any such Security:

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 If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, he shall inform the Depository
accordingly. The Depository shall on receipt of such information make appropriate entries in its records and
shall inform the Company. The Company shall within 30 (thirty) days of the receipt of intimation from a
Depository and on fulfillment of such conditions and on payment of such fees as may be specified by the
regulations, issue the certificate of Securities to the Beneficial Owner or the transferee as the case may be.

(r) Overriding effect of this Article:

Provisions of this Article will have full effect and force not withstanding anything to the contrary or inconsistent
contained in any other Articles.

24. NOMINATION BY SECURITIES HOLDERS

(a) Every holder of Securities of the Company may, at any time, nominate, in the manner prescribed under the
Companies (Share Capital and Debentures) Rules, 2014, a Person as his nominee in whom the Securities of the
Company held by him shall vest in the event of his death.

(b) Where the Securities of the Company are held by more than one Person jointly, the joint holders may together
nominate, in the manner prescribed under the Companies (Share Capital and Debentures) Rules, 2014, a Person
as their nominee in whom all the rights in the Securities Company shall vest in the event of death of all the joint
holders.

(c) Notwithstanding anything contained in any other Law for the time being in force or in any disposition, whether
testamentary or otherwise, in respect of the Securities of the Company, where a nomination made in the manner
prescribed under the Companies (Share Capital and Debentures) Rules, 2014, purports to confer on any Person
the right to vest the Securities of the Company, the nominee shall, on the death of the holder of Securities of the
Company or, as the case may be, on the death of the joint holders become entitled to all the rights in Securities
of the holder or, as the case may be, of all the joint holders, in relation to such Securities of the Company to the
exclusion of all other Persons, unless the nomination is varied or cancelled in the prescribed manner under the
Companies (Share Capital and Debentures) Rules, 2014.

(d) Where the nominee is a minor, the holder of the Securities concerned, can make the nomination to appoint in
prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014, any Person to become
entitled to the Securities of the Company in the event of his death, during the minority.

(e) The transmission of Securities of the Company by the holders of such Securities and transfer in case of
nomination shall be subject to and in accordance with the provisions of the Companies (Share Capital and
Debentures) Rules, 2014.

25. NOMINATION FOR FIXED DEPOSITS

A depositor (who shall be the member of the Company) may, at any time, make a nomination and the provisions of
Section 72 of the Act shall, as far as may be, apply to the nominations made in relation to the deposits made subject to
the provisions of the Rules as may be prescribed in this regard.

26. NOMINATION IN CERTAIN OTHER CASES

Subject to the applicable provisions of the Act and these Articles, any Person becoming entitled to Securities in
consequence of the death, lunacy, bankruptcy or insolvency of any holder of Securities, or by any lawful means other
than by a transfer in accordance with these Articles, may, with the consent of the Board (which it shall not be under any
obligation to give), upon producing such evidence that he sustains the character in respect of which he proposes to act
under this Article or of such title as the Board thinks sufficient, either be registered himself as the holder of the Securities
or elect to have some Person nominated by him and approved by the Board registered as such holder; provided
nevertheless that, if such Person shall elect to have his nominee registered, he shall testify the election by executing in
favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so,
he shall not be freed from any liability in respect of the Securities.

27. COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO SHAREHOLDERS

Copies of the Memorandum and Articles of Association of the Company and other documents referred to in Section 17
of the Act shall be sent by the Company to every Shareholder at his request within 7 (seven) days of the request on
payment of such sum as prescribed under the Companies (Incorporation) Rules, 2014.

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28. BORROWING POWERS

(a) Subject to the provisions of Sections 73, 179 and 180, and other applicable provisions of the Act and these
Articles, the Board may, from time to time, at its discretion by resolution passed at the meeting of a Board:

(i) accept or renew deposits from Shareholders;

(ii) borrow money by way of issuance of Debentures;

(iii) borrow money otherwise than on Debentures;

(iv) accept deposits from Shareholders either in advance of calls or otherwise; and

(v) generally raise or borrow or secure the payment of any sum or sums of money for the purposes of the
Company.

Provided, however, that where the money to be borrowed together with the money already borrowed (apart from
temporary loans obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate
of the Paid-up Capital, free reserves and securities premium of the Company, the Board shall not borrow such
money without the consent of the Company by way of a Special Resolution in a General Meeting.

(b) Subject to the provisions of these Articles, the payment or repayment of money borrowed as aforesaid may be
secured in such manner and upon such terms and conditions in all respects as the resolution of the Board shall
prescribe including by the issue of bonds, perpetual or redeemable Debentures or debenture–stock, or any
mortgage, charge, hypothecation, pledge, lien or other security on the undertaking of the whole or any part of
the property of the Company, both present and future. Provided however that the Board shall not, except with
the consent of the Company by way of a Special Resolution in General Meeting mortgage, charge or otherwise
encumber, the Company’s uncalled Capital for the time being or any part thereof and Debentures and other
Securities may be assignable free from any equities between the Company and the Person to whom the same
may be issued.

(c) Any bonds, Debentures, debenture-stock or other Securities may if permissible in Law be issued at a discount,
premium or otherwise by the Company and shall with the consent of the Board be issued upon such terms and
conditions and in such manner and for such consideration as the Board shall consider to be for the benefit of the
Company, and on the condition that they or any part of them may be convertible into Equity Shares of any
denomination, and with any privileges and conditions as to the redemption, surrender, allotment of shares,
appointment of Directors or otherwise. Provided that Debentures with rights to allotment of or conversion into
Equity Shares shall not be issued except with, the sanction of the Company in General Meeting accorded by a
Special Resolution.

(d) Subject to the applicable provisions of the Act and these Articles, if any uncalled Capital of the Company is
included in or charged by any mortgage or other security, the Board shall make calls on the Shareholders in
respect of such uncalled Capital in trust for the Person in whose favour such mortgage or security is executed,
or if permitted by the Act, may by instrument under seal authorize the Person in whose favour such mortgage or
security is executed or any other Person in trust for him to make calls on the Shareholders in respect of such
uncalled Capital and the provisions hereinafter contained in regard to calls shall mutatis mutandis apply to calls
made under such authority and such authority may be made exercisable either conditionally or unconditionally
or either presently or contingently and either to the exclusion of the Board’s power or otherwise and shall be
assignable if expressed so to be.

(e) The Board shall cause a proper Register to be kept in accordance with the provisions of Section 85 of the Act of
all mortgages, Debentures and charges specifically affecting the property of the Company; and shall cause the
requirements of the relevant provisions of the Act in that behalf to be duly complied with within the time
prescribed under the Act or such extensions thereof as may be permitted under the Act, as the case may be, so
far as they are required to be complied with by the Board.

(f) Any capital required by the Company for its working capital and other capital funding requirements may be
obtained in such form as decided by the Board from time to time.

(g) The Company shall also comply with the provisions of the Companies (Registration of Charges) Rules, 2014 in
relation to the creation and registration of aforesaid charges by the Company.

29. SHARE WARRANTS

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 (a) The Company may issue share warrants subject to, and in accordance with, the provisions of Sections 114 and
115 of the Companies Act, 1956; and accordingly the Board may in its discretion, with respect to any Share
which is fully Paid-up, on application in writing signed by the Persons registered as holder of the Share, and
authenticated by such evidence (if any) as the Board may, from time to time, require as to the identity of the
Person signing the application, and on receiving the certificate (if any) of the Share, and the amount of the stamp
duty on the warrant and such fee as the Board may from time to time require, issue a share warrant.

(b) (i) The bearer of a share warrant may at any time deposit the warrant at the Office of the Company, and
so long as the warrant remains so deposited, the depositor shall have the same right of signing a
requisition for calling a meeting of the Company, and of attending, and voting and exercising the other
privileges of a Shareholder at any meeting held after the expiry of 2 (two) clear days from the time of
deposit, as if his name were inserted in the Register of Members as the holder of the Share included in
the deposited warrant.

(ii) Not more than one person shall be recognised as depositor of the share warrant.

(iii) The Company shall, on 2 (two) days’ written notice, return the deposited share warrant to the depositor.

(c) (i) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a
requisition for calling a meeting of the Company, or attend, or vote or exercise any other privileges of
a Shareholder at a meeting of the Company, or be entitled to receive any notices from the Company.

(ii) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages
as if he were named in the Register of Members as the Shareholder included in the warrant, and he shall
be a Shareholder of the Company.

(d) The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share warrant
or coupon may be issued by way of renewal in case of defacement, loss or destruction.

(e) The provisions contained under this Article shall cease to have effect post the notification of section 465 of the
Act which shall repeal the provisions of Companies Act, 1956.

30. CONVERSION OF SHARES INTO STOCK AND RECONVERSION

(a) The Company in General Meeting may, by Ordinary Resolution, convert any Paid-up shares into stock and when
any shares shall have been converted into stock, the several holders of such stock may henceforth transfer their
respective interest therein, or any part of such interests, in the same manner and subject to the same regulations
as those subject to which shares from which the stock arose might have been transferred, if no such conversion
had taken place or as near thereto as circumstances will admit. The Company may, by an Ordinary Resolution,
at any time reconvert any stock into Paid-up shares of any denomination. Provided that the Board may, from
time to time, fix the minimum amount of stock transferable, so however such minimum shall not exceed the
nominal account from which the stock arose.

(b) The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and
advantages as regards Dividends, voting at meetings of the Company, and other matters, as if they held the
shares from which the stock arose, but no such privileges or advantages, (except participation in the Dividends
and profits of the Company and in the assets on winding-up), shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or advantage.

(c) Where the shares are converted into stock, such of the Articles as are applicable to paid-up shares shall apply to
stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock -holder”
respectively.

31. ANNUAL GENERAL MEETING

In accordance with the provisions of the Act, the Company shall in each year hold a General Meeting specified as its
Annual General Meeting and shall specify the meeting as such in the notices convening such meetings. Further, not more
than 15 (fifteen) months gap shall exist between the date of one Annual General Meeting and the date of the next. All
General Meetings other than Annual General Meetings shall be Extraordinary General Meetings.

32. WHEN ANNUAL GENERAL MEETING TO BE HELD

Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the
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 provisions of Section 96(1) of the Act to extend the time within which any Annual General Meeting may be held.

33. VENUE, DAY AND TIME FOR HOLDING ANNUAL GENERAL MEETING

(a) Every Annual General Meeting shall be called during business hours, that is, between 9 A.M. and 6 P.M. on a
day that is not a national holiday, and shall be held at the Office of the Company or at some other place within
the city, town or village in which the Office of the Company is situated, as the Board may determine and the
notices calling the Meeting shall specify it as the Annual General Meeting.

(b) Every Shareholder of the Company shall be entitled to attend the Annual General Meeting either in person or
by proxy and the Auditor of the Company shall have the right to attend and to be heard at any General Meeting
which he attends on any part of the business which concerns him as Auditor. At every Annual General Meeting
of the Company there shall be laid on the table, the Directors’ Report and Audited Statement of Accounts,
Auditors’ Report, (if not already incorporated in the Audited Statement of Accounts), the proxy Register
with proxies and the Register of Directors’ shareholdings which latter Register shall remain open and
accessible during the continuance of the Meeting. The Board shall cause to be prepared the Annual Return and
forward the same to the concerned Registrar of Companies, in accordance with Sections 92 and 137 of the Act.
The Directors are also entitled to attend the Annual General Meeting.

34. NOTICE OF GENERAL MEETINGS

(a) Number of days’ notice of General Meeting to be given: A General Meeting of the Company may be called by
giving not less than 21 (twenty one) days clear notice in writing or in electronic mode, excluding the day on
which notice is served or deemed to be served (i.e., on expiry of 48 (forty eight) hours after the letter containing
the same is posted). However, a General Meeting may be called after giving shorter notice if consent is given in
writing or by electronic mode by not less than 95 (ninety five) percent of the Shareholders entitled to vote at that
meeting.

The notice of every meeting shall be given to:

(a) every Shareholder, legal representative of any deceased Shareholder or the assignee of an insolvent
member of the Company,

(b) Auditor or Auditors of the Company, and

(c) all Directors.

(b) Notice of meeting to specify place, etc., and to contain statement of business: Notice of every meeting of the
Company shall specify the place, date, day and hour of the meeting, and shall contain a statement of the business
to be transacted thereat shall be given in the manner prescribed under Section 102 of the Act.

(c) Contents and manner of service of notice and Persons on whom it is to be served: Every notice may be served
by the Company on any Shareholder thereof either personally or by sending it by post to their/its registered
address in India and if there be no registered address in India, to the address supplied by the Shareholder to the
Company for giving the notice to the Shareholder.

(d) Special Business: Subject to the applicable provisions of the Act, where any items of business to be transacted
at the meeting are deemed to be special, there shall be annexed to the notice of the meeting a statement setting
out all material facts concerning each item of business including any particular nature of the concern or interest
if any therein of every Director or manager (as defined under the provisions of the Act), if any or key managerial
personnel (as defined under the provisions of the Act) or the relatives of any of the aforesaid and where any item
of special business relates to or affects any other company, the extent of shareholding interest in that other
company of every Director or manager (as defined under the provisions of the Act), if any or key managerial
personnel (as defined under the provisions of the Act) or the relatives of any of the aforesaid of the first
mentioned company shall also be set out in the statement if the extent of such interest is not less than 2 per cent
of the paid up share capital of that other company. All business transacted at any meeting of the Company shall
be deemed to be special and all business transacted at the Annual General Meeting of the Company with the
exception of the business specified in Section 102 of the Act shall be deemed to be special.

(e) Resolution requiring Special Notice: With regard to resolutions in respect of which special notice is required to
be given by the Act, a special notice shall be given as required by Section 115 of the Act.

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 (f) Notice of Adjourned Meeting when necessary: When a meeting is adjourned for 30 (thirty) days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting in accordance with the applicable
provisions of the Act.

(g) Notice when not necessary: Save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

(h) The notice of the General Meeting shall comply with the provisions of Companies (Management and
Administration) Rules, 2014.

35. REQUISITION OF EXTRAORDINARY GENERAL MEETING

(a) The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition received from such number of Shareholders who hold, on the date of receipt of the requisition, not
less than one-tenth of such of the Paid up Share Capital of the Company as on that date carries the right of voting
and such meeting shall be held at the Office or at such place and at such time as the Board thinks fit.

(b) Any valid requisition so made by Shareholders must state the object or objects of the meeting proposed to be
called, and must be signed by the requisitionists and be deposited at the Office; provided that such requisition
may consist of several documents in like form each signed by one or more requisitionists.

(c) Upon the receipt of any such valid requisition, the Board shall forthwith call an Extraordinary General Meeting
and if they do not proceed within 21 (twenty-one) days from the date of the requisition being deposited at the
Office to cause a meeting to be called on a day not later than 45 (forty-five) days from the date of deposit of the
requisition, the requisitionists or such of their number as represent either a majority in value of the Paid up Share
Capital held by all of them or not less than one-tenth of such of the Paid-up Share Capital of the Company as is
referred to in Section 100 of the Act, whichever is less, may themselves call the meeting, but in either case any
meeting so called shall be held within three months from the date of the delivery of the requisition as aforesaid.

(d) Any meeting called under the foregoing sub-articles by the requisitionists, shall be called in the same manner,
as nearly as possible, as that in which a meeting is to be called by the Board.

(e) The accidental omission to give any such notice as aforesaid to any of the Shareholders, or the non-receipt
thereof, shall not invalidate any resolution passed at any such meeting.

(f) No General Meeting, Annual or Extraordinary, shall be competent to enter into, discuss or transact any business
which has not been mentioned in the notice or notices by which it was convened.

(g) The Extraordinary General Meeting called under this Article shall be subject to and in accordance with the
provisions contained under the Companies (Management and Administration) Rules, 2014.

36. NO BUSINESS TO BE TRANSACTED IN GENERAL MEETING IF QUORUM IS NOT PRESENT

The quorum for the Shareholders’ Meeting shall be in accordance with Section 103 of the Act. Subject to the provisions
of Section 103(2) of the Act, if such a quorum is not present within half an hour from the time set for the Shareholders’
Meeting, the Shareholders’ Meeting shall be adjourned to the same time and place or to such other date and such other
time and place as the Board may determine and the agenda for the adjourned Shareholders’ Meeting shall remain the
same. If at such adjourned meeting also, a quorum is not present, at the expiration of half an hour from the time appointed
for holding the meeting, the members present shall be a quorum, and may transact the business for which the meeting
was called.

37. CHAIRMAN OF THE GENERAL MEETING

The Chairman of the Board shall be entitled to take the Chair at every General Meeting, whether Annual or Extraordinary.
If there is no such Chairman of the Board or if at any meeting he shall not be present within fifteen minutes of the time
appointed for holding such meeting or if he is unable or unwilling to take the Chair, then the Directors present shall elect
one of them as Chairman. If no Director is present or if all the Directors present decline to take the Chair, then the
Shareholders present shall elect, on a show of hands or on a poll if properly demanded, one of their member to be the
Chairman of the meeting. No business shall be discussed at any General Meeting except the election of a Chairman while
the Chair is vacant.

38. CHAIRMAN CAN ADJOURN THE GENERAL MEETING

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 The Chairman may, with the consent given in the meeting at which a quorum is present (and if so directed by the meeting)
adjourn the General Meeting from time to time and from place to place within the city, town or village in which the Office
of the Company is situate but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.

39. QUESTIONS AT GENERAL MEETING HOW DECIDED

(a) At any General Meeting, a resolution put to the vote of the General Meeting shall, unless a poll is demanded, be
decided by a show of hands. Before or on the declaration of the result of the voting on any resolution by a show
of hands, a poll may be carried out in accordance with the applicable provisions of the Act or the voting is carried
out electronically. Unless a poll is demanded, a declaration by the Chairman that a resolution has, on a show of
hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the
Minute Book of the Company shall be conclusive evidence of the fact, of passing of such resolution or otherwise.

(b) In the case of equal votes, the Chairman shall both on a show of hands and at a poll, (if any), have a casting vote
in addition to the vote or votes to which he may be entitled as a Shareholder.

(c) If a poll is demanded as aforesaid, the same shall subject to anything stated in these Articles be taken at such
time, (not later than forty-eight hours from the time when the demand was made), and place within the City,
Town or Village in which the Office of the Company is situate and either by a show of hands or by ballot or by
postal ballot, as the Chairman shall direct and either at once or after an interval or adjournment, or otherwise
and the result of the poll shall be deemed to be the decision of the meeting at which the poll was demanded. Any
business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the
poll. The demand for a poll may be withdrawn at any time by the Person or Persons who made the demand.

(d) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers to scrutinise the votes
given on the poll and to report thereon to him. One of the scrutinizers so appointed shall always be a Shareholder,
(not being an officer or employee of the Company), present at the meeting provided such a Shareholder is
available and willing to be appointed. The Chairman shall have power at any time before the result of the poll is
declared, to remove a scrutinizer from office and fill vacancies in the office of scrutinizer arising from such
removal or from any other cause.

(e) Any poll duly demanded on the election of a Chairman of a meeting or any question of adjournment, shall be
taken at the meeting forthwith. A poll demanded on any other question shall be taken at such time not later than
48 hours from the time of demand, as the Chairman of the meeting directs.

(f) The demand for a poll except on the question of the election of the Chairman and of an adjournment shall not
prevent the continuance of a meeting for the transaction of any business other than the question on which the
poll has been demanded.

(g) No report of the proceedings of any General Meeting of the Company shall be circulated or advertised at the
expense of the Company unless it includes the matters required by these Articles or Section 118 of the Act to be
contained in the Minutes of the proceedings of such meeting.

(h) The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or with
the intent to evade or defeat the terms as contained in these Articles.

40. PASSING RESOLUTIONS BY POSTAL BALLOT

(a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions relating
to such business as notified under the Companies (Management and Administration) Rules, 2014, as amended,
or other Law required to be passed by postal ballot, shall get any resolution passed by means of a postal ballot,
instead of transacting the business in the General Meeting of the Company. Also, the Company may, in respect
of any item of business other than ordinary business and any business in respect of which Directors or Auditors
have a right to be heard at any meeting, transact the same by way of postal ballot.

(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures
as prescribed under Section 110 of the Act and the Companies (Management and Administration) Rules, 2014,
as amended from time and applicable Law.

41. VOTES OF SHAREHOLDERS

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(a) No Shareholder shall be entitled to vote either personally or by proxy at any General Meeting or meeting of a
class of Shareholders either upon a show of hands or upon a poll in respect of any shares registered in his name
on which calls or other sums presently payable by him have not been paid or in regard to which the Company
has exercised any right of lien.

(b) No shareholder shall be entitled to vote at a General Meeting unless all calls or other sums presently payable by
him have been paid, or in regard to which the Company has lien and has exercised any right of lien.

(c) Subject to the provisions of these Articles, without prejudice to any special privilege or restrictions as to voting
for the time being attached to any class of shares for the time being forming a part of the Capital of the Company,
every Shareholder not disqualified by the last preceding Article, shall be entitled to be present, and to speak and
vote at such meeting, and on a show of hands, every Shareholder present in person shall have one vote and upon
a poll, the voting right of such Shareholder present, either in person or by proxy, shall be in proportion to his
share of the Paid Up Share Capital of the Company held alone or jointly with any other Person or Persons.

Provided however, if any Shareholder holding preference shares be present at any meeting of the Company, save
as provided in Section 47(2) of the Act, he shall have a right to vote only on resolutions placed before the
Meeting, which directly affect the rights attached to his preference shares.

(d) On a poll taken at a meeting of the Company, a Shareholder entitled to more than one vote, or his proxy, or any
other Person entitled to vote for him (as the case may be), need not, if he votes, use or cast all his votes in the
same way.

(e) A Shareholder of unsound mind or in respect of whom an order has been made by any court having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, through a committee or through his legal guardian;
and any such committee or guardian may, on a poll vote by proxy. If any Shareholder be a minor his vote in
respect of his Share(s) shall be exercised by his guardian(s), who may be selected (in case of dispute) by the
Chairman of the meeting.

(f) If there be joint registered holders of any shares, any one of such Persons may vote at any meeting or may
appoint another Person, (whether a Shareholder or not) as his proxy in respect of such shares, as if he were solely
entitled thereto; but the proxy so appointed shall not have any right to speak at the meeting and if more than one
of such joint-holders be present at any meeting, then one of the said Persons so present whose name stands
higher in the Register of Members shall alone be entitled to speak and to vote in respect of such shares, but the
other joint- holders shall be entitled to be present at the meeting. Several Executors or Administrators of a
deceased Shareholder in whose name shares stand shall for the purpose of these Articles be deemed joint-holders
thereof.

(g) Subject to the provision of these Articles, votes may be given personally or by an attorney or by proxy. A body
corporate, whether or not a Company within the meaning of the Act, being a Shareholder may vote either by a
proxy or by a representative duly authorised in accordance with Section 113 of the Act and such representative
shall be entitled to exercise the same rights and powers, (including the right to vote by proxy), on behalf of the
body corporate which he represents as that body could have exercised if it were an individual Shareholder.

(h) Any Person entitled to transfer any shares of the Company may vote at any General Meeting in respect thereof
in the same manner as if he were the registered holder of such shares, provided that forty-eight hours at least
before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote,
he shall satisfy the Board of his right to such shares and give such indemnity (if any) as the Board may require
unless the Board shall have previously admitted his right to vote at such meeting in respect thereof.

(i) Every proxy, (whether a Shareholder or not), shall be appointed in writing under the hand of the appointer or his
attorney, or if such appointer is a corporation under the Common Seal of such corporation or be signed by an
officer or an attorney duly authorised by it, and any committee or guardian may appoint proxy. The proxy so
appointed shall not have any right to speak at a meeting.

(j) An instrument of proxy may appoint a proxy either for (i) the purposes of a particular meeting (as specified in
the instrument) or (ii) for any adjournment thereof or (iii) it may appoint a proxy for the purposes of every
meeting of the Company, or (iv) of every meeting to be held before a date specified in the instrument for every
adjournment of any such meeting.

(k) A Shareholder present by proxy shall be entitled to vote only on a poll.

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(l) An instrument appointing a proxy and a power of attorney or other authority (including by way of a Board
Resolution, (if any),) under which it is signed or a notarially certified copy of that power or authority or
resolution as the case may be, shall be deposited at the Office not later than forty-eight hours before the time for
holding the meeting at which the Person named in the instrument proposes to vote and in default the instrument
of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12
months from the date of its execution. An attorney shall not be entitled to vote unless the power of attorney or
other instrument or resolution as the case may be appointing him or a notarially certified copy thereof has either
been registered in the records of the Company at any time not less than forty-eight hours before the time for
holding the meeting at which the attorney proposes to vote, or is deposited at the Office of the Company not less
than forty-eight hours before the time fixed for such meeting as aforesaid. Notwithstanding that a power of
attorney or other authority has been registered in the records of the Company, the Company may, by notice in
writing addressed to the Shareholder or the attorney, given at least 48 (forty eight) hours before the meeting,
require him to produce the original power of attorney or authority or resolution as the case may be and unless
the same is deposited with the Company not less than forty-eight hours before the time fixed for the meeting,
the attorney shall not be entitled to vote at such meeting unless the Board in their absolute discretion excuse
such non-production and deposit.

(m) Every instrument of proxy whether for a specified meeting or otherwise should, as far as circumstances admit,
be in any of the forms set out under Section 105 and other provisions of the Act and in the Companies
(Management and Administration) Rules, 2014.

(n) If any such instrument of appointment be confined to the object of appointing an attorney or proxy for voting at
meetings of the Company it shall remain permanently or for such time as the Directors may determine in the
custody of the Company; if embracing other objects a copy thereof, examined with the original, shall be
delivered to the Company to remain in the custody of the Company.

(o) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous
death of the principal, or revocation of the proxy or of any power of attorney under which such proxy was signed,
or the transfer of the Share in respect of which the vote is given, provided that no intimation in writing of the
death, revocation or transfer shall have been received at the Office before the meeting.

(p) No objection shall be made to the validity of any vote, except at the Meeting or poll at which such vote shall be
tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll shall be
deemed valid for all purposes of such meeting or poll whatsoever.

(q) The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The
Chairman present at the taking of a poll shall be in the sole judge of the validity of every vote tendered at such
poll.

(i) The Company shall cause minutes of all proceedings of every General Meeting to be kept by making
within 30 (thirty) days of the conclusion of every such meeting concerned, entries thereof in books kept
for that purpose with their pages consecutively numbered.

(ii) Each page of every such book shall be initialed or signed and the last page of the record of proceedings
of each meeting in such book shall be dated and signed by the Chairman of the same meeting within
the aforesaid period of 30 (thirty) days or in the event of the death or inability of that Chairman within
that period, by a Director duly authorised by the Board for that purpose.

(iii) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by
pasting or otherwise.

(iv) The Minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

(v) All appointments of Directors of the Company made at any meeting aforesaid shall be included in the
minutes of the meeting.

(vi) Nothing herein contained shall require or be deemed to require the inclusion in any such Minutes of
any matter which in the opinion of the Chairman of the Meeting (i) is or could reasonably be regarded
as, defamatory of any person, or (ii) is irrelevant or immaterial to the proceedings, or (iii) is detrimental
to the interests of the Company. The Chairman of the meeting shall exercise an absolute discretion in
regard to the inclusion or non-inclusion of any matter in the Minutes on the aforesaid grounds.

(vii) Any such Minutes shall be evidence of the proceedings recorded therein.

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 (viii) The book containing the Minutes of proceedings of General Meetings shall be kept at the Office of the
Company and shall be open, during business hours, for such periods not being less in the aggregate
than two hours in each day as the Board determines, for the inspection of any Shareholder without
charge.

(ix) The Company shall cause minutes to be duly entered in books provided for the purpose of: -

a) the names of the Directors and Alternate Directors present at each General Meeting;

b) all Resolutions and proceedings of General Meeting.

(r) The Shareholders shall vote (whether in person or by proxy) all of the shares owned or held on record by them
at any Annual or Extraordinary General Meeting of the Company called for the purpose of filling positions to
the Board, appointed as a Director of the Company under Sections 152 and 164(1) of the Act in accordance with
these Articles.

(s) The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or with
the intent to evade or defeat the terms as contained in these Articles.

(t) All matters arising at a General Meeting of the Company, other than as specified in the Act or these Articles if
any, shall be decided by a majority vote.

(u) The Shareholders shall exercise their voting rights as Shareholders of the Company to ensure that the Act or
these Articles are implemented and acted upon by the Shareholders, and by the Company and to prevent the
taking of any action by the Company or by any Shareholder, which is contrary to or with a view or intention to
evade or defeat the terms as contained in these Articles.

(v) Any corporation which is a Shareholder of the Company may, by resolution of the Board or other governing
body, authorise such person as it thinks fit to act as its representative at any meeting of the Company and the
said person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he
represents as that corporation could have exercised if it were an individual Shareholder in the Company
(including the right to vote by proxy).

(w) The Company shall also provide e-voting facility to the Shareholders of the Company in terms of the provisions
of the Companies (Management and Administration) Rules, 2014, the SEBI Listing Regulations or any other
Law, if applicable to the Company.

42. DIRECTORS

(a) Subject to the applicable provisions of the Act, the number of Directors of the Company shall not be less than 3
(three) and not more than 15 (fifteen). The Company shall also comply with the provisions of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the provisions of the SEBI Listing Regulations.
The Board shall have an optimum combination of executive and Independent Directors with at least 1 (one)
woman Director, as may be prescribed by Law from time to time.

(b) Subject to applicable law and approval by the Board, the shareholders of the Company and these Articles, on
and from the date on which the Equity Shares are listed on the stock exchange, TPG Dodla Dairy Holdings Pte.
Ltd. shall have the right to nominate 1 (one) director on the Board of the Company, if shareholding of TPG
Dodla Dairy Holdings Pte. Ltd. in the Company is 5 percent or more of the paid up equity share capital of the
Company on a fully diluted basis.

43. CHAIRMAN OF THE BOARD OF DIRECTORS

(a) The members of the Board shall elect any one of them as the Chairman of the Board. The Chairman shall preside
at all meetings of the Board and the General Meeting of the Company. The Chairman shall have a casting vote
in the event of a tie.

(b) If for any reason the Chairman is not present at the meeting or is unwilling to act as Chairman, the members of
the Board shall appoint any one of the remaining Directors as the Chairman.

44. APPOINTMENT OF ALTERNATE DIRECTORS

Subject to Section 161 of the Act, any Director shall be entitled to nominate an alternate director to act for him during
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 his absence for a period of not less than 3 (three) months. The Board may appoint such a person as an Alternate Director
to act for a Director (hereinafter called “the Original Director”) (subject to such person being acceptable to the
Chairman) during the Original Director’s absence for a period of not less than three months from the State in which the
meetings of the Board are ordinarily held. An Alternate Director appointed under this Article shall not hold office for a
period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office
if and when the Original Director returns to the State. If the term of the office of the Original Director is determined
before he so returns to the State, any provisions in the Act or in these Articles for automatic re-appointment shall apply
to the Original Director and not to the Alternate Director.

45. CASUAL VACANCY AND ADDITIONAL DIRECTORS

Subject to the applicable provisions of the Act and these Articles, the Board shall have the power at any time and from
time to time to appoint any qualified Person to be a Director either as an addition to the Board or to fill a casual vacancy
but so that the total number of Directors shall not at any time exceed the maximum number fixed under Article 42. Any
Person so appointed as an addition shall hold office only up to the earlier of the date of the next Annual General Meeting
or at the last date on which the Annual General Meeting should have been held but shall be eligible for appointment by
the Company as a Director at that meeting subject to the applicable provisions of the Act.

46. DEBENTURE DIRECTORS

If it is provided by a trust deed, securing or otherwise, in connection with any issue of Debentures of the Company, that
any Person/lender or Persons/lenders shall have power to nominate a Director of the Company, then in the case of any
and every such issue of Debentures, the Person/lender or Persons/lenders having such power may exercise such power
from time to time and appoint a Director accordingly. Any Director so appointed is herein referred to a Debenture
Director. A Debenture Director may be removed from office at any time by the Person/lender or Persons/lenders in whom
for the time being is vested the power under which he was appointed and another Director may be appointed in his place.
A Debenture Director shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or be
removed by the Company. The trust deed may contain ancillary provisions as may be arranged between the Company
and the trustees and all such provisions shall have effect notwithstanding any other provisions contained herein.

47. INDEPENDENT DIRECTORS

The Company shall have such number of Independent Directors on the Board of the Company, as may be required in
terms of the provisions of Section 149 of the Act and the Companies (Appointment and Qualification of Directors) Rules,
2014 or any other Law, as may be applicable. Further, the appointment of such Independent Directors shall be in terms
of the aforesaid provisions of Law and subject to the requirements prescribed under the SEBI Listing Regulations.

48. EQUAL POWER TO DIRECTOR

Except as otherwise provided in these Articles, the Act and the applicable Law, all the Directors of the Company shall
have in all matters, equal rights and privileges and shall be subject to equal obligations and duties in respect of the affairs
of the Company.

49. NOMINEE DIRECTORS

Whenever the Board enters into a contract with any lenders for borrowing any money or for providing any guarantee or
security or for technical collaboration or assistance or enter into any other arrangement, the Board shall have, subject to
the provisions of Section 152 of the Act the power to agree that such lenders shall have the right to appoint or nominate
by a notice in writing addressed to the Company one or more Directors on the Board for such period and upon such
conditions as may be mentioned in the common loan agreement/ facility agreement. The nominee director representing
lenders shall not be required to hold qualification shares and not be liable to retire by rotation. The Directors may also
agree that any such Director, or Directors may be removed from time to time by the lenders entitled to appoint or nominate
them and such lenders may appoint another or other or others in his or their place and also fill in any vacancy which may
occur as a result of any such Director, or Directors ceasing to hold that office for any reason whatsoever. The nominee
director shall hold office only so long as any monies remain owed by the Company to such lenders.

The nominee director shall be entitled to all the rights and privileges of other Directors including the sitting fees and
expenses as payable to other Directors but, if any other fees, commission, monies or remuneration in any form are payable
to the Directors, the fees, commission, monies and remuneration in relation to such nominee director shall accrue to the
lenders and the same shall accordingly be paid by the Company directly to the lenders.

Provided that if any such nominee director is an officer of any of the lenders, the sittings fees in relation to such nominee
director shall also accrue to the lenders concerned and the same shall accordingly be paid by the Company directly to that

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 lenders.

Any expenditure that may be incurred by the lenders or the nominee director in connection with the appointment or
directorship shall be borne by the Company.

The nominee director so appointed shall be a member of the project management sub-committee, audit sub-committee
and other sub-committees of the Board, if so desired by the lenders.

The nominee director shall be entitled to receive all notices, agenda, etc. and to attend all general meetings and Board
meetings and meetings of any committee(s) of the Board of which he is a member and to receive all notices, agenda and
minutes, etc. of the said meeting.

If at any time, the nominee director is not able to attend a meeting of Board or any of its committees, of which he is a
member, the lenders may depute an observer to attend the meeting. The expenses incurred by the lenders in this
connection shall be borne by the Company.

50. NO QUALIFICATION SHARES FOR DIRECTORS

A Director shall not be required to hold any qualification shares of the Company.

51. REMUNERATION OF DIRECTORS

(a) Subject to the applicable provisions of the Act, the Rules, Law including the provisions of the SEBI Listing
Regulations, a Managing Director or Managing Directors, and any other Director/s who is/are in the whole time
employment of the Company may be paid remuneration either by a way of monthly payment or at a specified
percentage of the net profits of the Company or partly by one way and partly by the other, subject to the limits
prescribed under the Act.

(b) Subject to the applicable provisions of the Act, a Director (other than a Managing Director or an executive
Director) may receive a sitting fee not exceeding such sum as may be prescribed by the Act or the central
government from time to time for each meeting of the Board or any Committee thereof attended by him.

(c) The remuneration payable to each Director for every meeting of the Board or Committee of the Board attended
by them shall be such sum as may be determined by the Board from time to time within the maximum limits
prescribed from time to time by the Central Government pursuant to the first proviso to Section 197 of the Act.

(d) Subject to the provisions of the Act and these Articles. all fees/compensation to be paid to non-executive
Directors including Independent Directors shall be as fixed by the Board and shall require the prior approval of
the Shareholders in a General meeting. Such approval shall also specify the limits for the maximum number of
stock options that can be granted to a non-executive Director, in any financial year, and in aggregate. However,
such prior approval of the Shareholders shall not be required in relation to the payment of sitting fees to non-
executive Directors if the same is made within the prescribed limits under the Act for payment of sitting fees
with approval of Central Government. Notwithstanding anything contained in this article, the Independent
Directors shall not be eligible to receive any stock options.

52. SPECIAL REMUNERATION FOR EXTRA SERVICES RENDERED BY A DIRECTOR

If any Director be called upon to perform extra services or special exertions or efforts (which expression shall include
work done by a Director as a member of any Committee formed by the Directors), the Board may arrange with such
Director for such special remuneration for such extra services or special exertions or efforts either by a fixed sum or
otherwise as may be determined by the Board. Such remuneration may either be in addition, to or in substitution for his
remuneration otherwise provided, subject to the applicable provisions of the Act.

53. TRAVEL EXPENSES OF DIRECTORS

The Board may allow and pay to any Director, who is not a bona fide resident of the place where the meetings of the
Board/Committee meetings are ordinarily held; and who shall come to such place for the purpose of attending any
meeting, such sum as the Board may consider fair compensation for travelling, lodging and/ or other expenses, in addition
to his fee for attending such Board / Committee meetings as above specified; and if any Director be called upon to go or
reside out of his ordinary place of his residence on the Company’s business, he shall be entitled to be repaid and
reimbursed travelling and other expenses incurred in connection with the business of the Company in accordance with
the provisions of the Act.

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54. CONTINUING DIRECTORS

The continuing Directors may act notwithstanding any vacancy in their body, but if, and so long as their number is
reduced below the minimum number fixed by Article 42 hereof, the continuing Directors not being less than two may act
for the purpose of increasing the number of Directors to that number, or for summoning a General Meeting, but for no
other purpose.

55. VACATION OF OFFICE BY DIRECTOR

(a) Subject to relevant provisions of Sections 167, and 188 other relevant provisions of the Act, the office of a
Director, shall ipso facto be vacated if:

(i) he is found to be of unsound mind by a court of competent jurisdiction; or

(ii) he applies to be adjudicated an insolvent; or

(iii) he is adjudged an insolvent; or

(iv) he is convicted by a court of any offence involving moral turpitude or otherwise, and is sentenced in
respect thereof to imprisonment for not less than 6 (six) months; or

(v) he fails to pay any calls made on him in respect of shares of the Company held by him whether alone
or jointly with others, within 6 (six) months from the date fixed for the payment of such call; or

(vi) he absents himself from 3 (three) consecutive meetings of the Board or from all Meetings of the Board
for a continuous period of 12 (twelve) months, whichever is longer, without obtaining leave of absence
from the Board; or

(vii) having been appointed a Director by virtue of his holding any office or other employment in the
Company, he ceases to hold such office or other employment in the Company; or

(viii) he acts in contravention of Section 184 of the Act; or

(ix) he becomes disqualified by an order of a court or the Tribunal; or

(x) he is removed in pursuance of Section 169 of the Act; or

(xi) he is disqualified under Section 164(2) of the Act.

Subject to the applicable provisions of the Act, a Director may resign his office at any time by notice in writing
addressed to the Board and such resignation shall become effective upon its acceptance by the Board.

56. RELATED PARTY TRANSACTIONS

(a) Except with the consent of the Board or the Shareholders, as may be required in terms of the provisions of
section 188 of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014, no company shall
enter into any contract or arrangement with a ‘related party’ with respect to: :

(i) sale, purchase or supply of any goods or materials;

(ii) selling or otherwise disposing of, or buying, property of any kind;

(iii) leasing of property of any kind;

(iv) availing or rendering of any services;

(v) appointment of any agent for purchase or sale of goods, materials, services or property;

(vi) such Director's or its relative’s appointment to any office or place of profit in the company, its
subsidiary company or associate company; and

(vii) underwriting the subscription of any securities or derivatives thereof, of the company:

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 without the consent of the Shareholders by way of a resolution in accordance with Section 188 of the Act.

(b) no Shareholder of the Company shall vote on such resolution, to approve any contract or arrangement which
may be entered into by the Company, if such Shareholder is a related party.

(c) nothing in this Article shall apply to any transactions entered into by the Company in its ordinary course of
business other than transactions which are not on an arm’s length basis

(d) The Director, so contracting or being so interested shall not be liable to the Company for any profit realised by
any such contract or the fiduciary relation thereby established.

(e) The terms “office of profit” and “arm’s length basis” shall have the meaning ascribed to them under Section 188
of the Act.

(f) The term ‘related party’ shall have the same meaning as ascribed to it under the Act.

(g) The compliance of the Companies (Meetings of Board and its Powers) Rules, 2014 shall be made for the
aforesaid contracts and arrangements.

57. DISCLOSURE OF INTEREST

(a) A Director of the Company who is in any way, whether directly or indirectly concerned or interested in a contract
or arrangement, or proposed contract or arrangement entered into or to be entered into by or on behalf of the
Company, shall disclose the nature of his concern or interest at a meeting of the Board in the manner provided
in Section 184 of the Act; Provided that it shall not be necessary for a Director to disclose his concern or interest
in any such contract or arrangement entered into or to be entered into with any other company where any of the
Directors of the company or two or more of them together holds or hold not more than 2% (two per cent) of the
Paid-up share capital in the other company or the Company as the case may be. A general notice given to the
Board by the Director, to the effect that he is a director or member of a specified body corporate or is a member
of a specified firm and is to be regarded as concerned or interested in any contract or arrangement which may,
after the date of the notice, be entered into with that body corporate or firm, shall be deemed to be a sufficient
disclosure of concern or interest in relation to any contract or arrangement so made. Any such general notice
shall expire at the end of the Financial Year in which it is given but may be renewed for a further period of one
Financial Year at a time by a fresh notice given in the last month of the Financial Year in which it would have
otherwise expired. No such general notice, and no renewal thereof shall be of effect unless, either it is given at
a meeting of the Board or the Director concerned takes reasonable steps to secure that it is brought up and read
at the first meeting of the Board after it is given.

(b) No Director shall as a Director, take any part in the discussion of, vote on any contract or arrangement entered
into or to be entered into by or on behalf of the Company, if he is in any way, whether directly or indirectly,
concerned or interested in such contract or arrangements; nor shall his presence count for the purpose of forming
a quorum at the time of any such discussion or vote; and if he does vote, his vote shall be void;

1. in his being a shareholder holding not more than 2 (two) per cent of its Paid-up share capital.

Subject to the provisions of Section 188 of the Act and other applicable provisions, if any, of the Act, any
Director of the Company, any partner or relative of such Director, any firm in which such Director or a relative
of such Director is a partner, any private company of which such Director is a director or member, and any
director or manager of such private company, may hold any office or place of profit in the Company.

(c) The Company shall keep a Register in accordance with Section 189 of the Act and shall within the time specified
therein enter therein such of the particulars as may be. The Register aforesaid shall also specify, in relation to
each Director of the Company, the names of the bodies corporate and firms of which notice has been given by
him under Article 57(a). The Register shall be kept at the Office of the Company and shall be open to inspection
at such Office, and extracts may be taken therefrom and copies thereof may be required by any Shareholder of
the Company to the same extent, in the same manner, and on payment of the same fee as in the case of the
Register of Members of the Company and the provisions of Section 94 of the Act shall apply accordingly.

(d) A Director may be or become a Director of any company promoted by the Company, or on which it may be
interested as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any benefits
received as director or shareholder of such company except in so far as Section 188 or Section 197 of the Act as
may be applicable.

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58. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR

In accordance with Section 152 of the Act, at the Annual General Meeting of the Company to be held in every year, one
third of such of the Directors as are liable to retire by rotation for time being, or, if their number is not three or a multiple
of three then the number nearest to one third shall retire from office, and they will be eligible for re-election. Provided
nevertheless that the Director(s) appointed as nominee Director(s), or the Director(s) appointed as a Debenture
Director(s), or the Director(s) appointed as Independent Director(s) under Articles hereto shall not retire by rotation under
this Article, shall they be included in calculating the total number of Directors of whom one thirds shall be liable to retire
by rotation from office in terms of Section 152 of the Act.

59. PROCEDURE, IF PLACE OF RETIRING DIRECTORS IS NOT FILLED UP

(a) If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill the
vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if
that day is a national holiday, till the next succeeding day which is not a national holiday, at the same time and
place.

(b) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not
expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been reappointed at the
adjourned meeting, unless:-

(i) at that meeting or at the previous meeting a resolution for the reappointment of such Director has been
put to the meeting and lost;

(ii) retiring Director has, by a notice in writing addressed to the Company or its Board , expressed his
unwillingness to be so reappointed;

(iii) he is not qualified or is disqualified for appointment; or

(iv) a resolution, whether special or ordinary, is required for the appointment or reappointment by virtue of
any applicable provisions of the Act; or

(v) Section 162 of the Act is applicable to the case.

60. COMPANY MAY INCREASE OR REDUCE THE NUMBER OF DIRECTORS.

Subject to Article 42 and Sections 149, 152 and 164 of the Act, the Company may, by Ordinary Resolution, from time to
time, increase or reduce the number of Directors, and may alter their qualifications and the Company may, (subject to the
provisions of Section 169 of the Act), remove any Director before the expiration of his period of office and appoint
another qualified in his stead. The person so appointed shall hold office during such time as the Director in whose place
he is appointed would have held the same if he had not been removed.

61. REGISTER OF DIRECTORS ETC.

The Company shall keep at its Office, a Register containing the particulars of its Directors, Managing Directors, Manager,
Secretaries and other Persons mentioned in Section 170 of the Act and shall otherwise comply with the provisions of the
said Section in all respects.

The Company shall in respect of each of its Directors and key managerial personnel keep at its Office a Register, as
required by Section 170 of the Act, and shall otherwise duly comply with the provisions of the said Section in all respects.

62. DISCLOSURE BY DIRECTOR OF APPOINTMENT TO ANY OTHER BODY CORPORATE.

Every Director shall in accordance with the provisions of Companies (Meeting of Board and its Powers) Rules, 2014
shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest),
firms or other association of individuals by giving a notice in accordance with such rules.

63. MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE DIRECTOR(S)/ MANAGER

Subject to the provisions of Section 203 of the Act and of these Articles, the Board shall have the power to appoint from
time to time any full time employee of the Company as Managing Director/ whole time director or executive director or
manager of the Company. The Managing Director(s) or the whole time director(s) manager or executive director(s), as
the case may be, so appointed, shall be responsible for and in charge of the day to day management and affairs of the
415
 Company and subject to the applicable provisions of the Act and these Articles, the Board shall vest in such Managing
Director/s or the whole time director(s) or manager or executive director(s), as the case may be, all the powers vested in
the Board generally. The remuneration of a Managing Director/ whole time director or executive director or manager
may be by way of monthly payment, fee for each meeting or participation in profits, or by any or all those modes or any
other mode not expressly prohibited by the Act. Board, subject to the consent of the shareholders of the Company shall
have the power to appoint Chairman of the Board as the Managing Director / whole time director or executive director
of the Company.

64. PROVISIONS TO WHICH MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE

DIRECTOR(S)/ MANAGER ARE SUBJECT

Notwithstanding anything contained herein, a Managing Director(s) / whole time director(s) / executive director(s) /
manager shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions
as to resignation and removal as the other Directors of the Company, and if he ceases to hold the office of a Director he
shall ipso facto and immediately cease to be a Managing Director(s) / whole time director(s) / executive director(s) /
manager, and if he ceases to hold the office of a Managing Director(s) / whole time director(s) / executive director(s)/
manager he shall ipso facto and immediately cease to be a Director.

65. REMUNERATION OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE

DIRECTOR(S)/ MANAGER

The remuneration of the Managing Director(s) / whole time director(s) / executive director(s) / manager shall (subject to
Sections 196, 197 and 203 and other applicable provisions of the Act and of these Articles and of any contract between
him and the Company) be fixed by the Directors, from time to time and may be by way of fixed salary and/or perquisites
or commission or profits of the Company or by participation in such profits, or by any or all these modes or any other
mode not expressly prohibited by the Act.

66. POWER AND DUTIES OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE
DIRECTOR(S)/ MANAGER

Subject to the superintendence, control and direction of the Board, the day-to-day management of the Company shall be
in the hands of the Managing Director(s)/ whole time director(s) / executive director(s)/ manager s in the manner as
deemed fit by the Board and subject to the applicable provisions of the Act, and these Articles, the Board may by
resolution vest any such Managing Director(s)/ whole time director(s) / executive director(s)/ manager with such of the
powers hereby vested in the Board generally as it thinks fit and such powers may be made exercisable for such period or
periods and upon such conditions and subject to the applicable provisions of the Act, and these Articles confer such power
either collaterally with or to the exclusion of or in substitution for all or any of the Directors in that behalf and may from
time to time revoke, withdraw, alter or vary all or any of such powers.

67. POWER TO BE EXERCISED BY THE BOARD ONLY BY MEETING

The Board shall exercise the following powers on behalf of the Company and the said powers shall be exercised only by
resolutions passed at the meeting of the Board: -

(a) to make calls on Shareholders in respect of money unpaid on their shares;

(b) to authorise buy-back of Securities under Section 68 of the Act;

(c) to issue Securities, including Debentures, whether in or outside India;

(d) to borrow money(ies);

(e) to invest the funds of the Company;

(f) to grant loans or give guarantee or provide security in respect of loans;

(g) to approve financial statements and the Board’s report;

(h) to diversify the business of the Company;

(i) to approve amalgamation, merger or reconstruction;

(j) to take over a company or acquire a controlling or substantial stake in another company;
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 (k) fees/ compensation payable to non-executive directors including independent directors of the Company; and

(l) any other matter which may be prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014
and the SEBI Listing Regulations.

The Board may, by a resolution passed at a meeting, delegate to any Committee of Directors, the Managing Director, or
to any person permitted by Law the powers specified in sub clauses (d) to (f) above.

The aforesaid powers shall be exercised in accordance with the provisions of the Companies (Meetings of Board and its
Powers) Rules, 2014 and shall be subject to the provisions of section 180 of the Act.

In terms of and subject to the provisions of Section 180 of the Act, the Board may exercise the following powers subject
to receipt of consent by the Company by way of a Special Resolution:

(a) to sell, lease or otherwise dispose of the whole or substantial part of the undertaking of the Company;

(b) to borrow money; and

(c) any such other matter as may be prescribed under the Act, the SEBI Listing Regulations and other applicable
provisions of Law.

68. MAKING LIABILITY OF DIRECTORS UNLIMITED

The Company may, by Special Resolution in a General Meeting, alter its Memorandum of Association so as to render
unlimited the liability of its Directors or of any Director or manager, in accordance with Section 323 of the Companies
Act, 1956.

69. PROCEEDINGS OF THE BOARD OF DIRECTORS

(a) Board Meetings shall be held at least once in every 3 (three) month period and there shall be at least 4 (four)
Board Meetings in any calendar year and there should not be a gap of more than 120 (one hundred twenty) days
between two consecutive Board Meetings. Meetings shall be held at the Registered Office, or such a place as
may be decided by the Board.

(b) The participation of Directors in a meeting of the Board may be either in person or through video conferencing
or other audio visual means, as may be prescribed, which are capable of recording and recognising the
participation of the Directors and of recording and storing the proceedings of such meetings along with date and
time. However, such matters as provided under the Companies (Meetings of Board and its Powers) Rules, 2014
shall not be dealt with in a meeting through video conferencing or other audio visual means. Any meeting of the
Board held through video conferencing or other audio visual means shall only be held in accordance with the
Companies (Meetings of Board and its Powers) Rules, 2014.

(c) The Company Secretary or any other Director shall, as and when directed by the Chairman or a Director convene
a meeting of the Board by giving a notice in writing to every Director in accordance with the provisions of the
Act and the Companies (Meetings of Board and its Powers) Rules, 2014.

(d) The Board may meet either at the Office of the Company, or at any other location in India or outside India as
the Chairman or Director may determine.

(e) At least 7 (seven) days’ notice of every meeting of the Board shall be given in writing to every Director for the
time being at his address registered with the Company and such notice shall be sent by hand delivery or by post
or by electronic means. A meeting of the Board may be convened in accordance with these Articles by a shorter
notice in case of any emergency as directed by the Chairman or the Managing Director or the Executive Director,
as the case may be, subject to the presence of 1 (one) Independent Director in the said meeting. If an Independent
Director is not present in the said meeting, then decisions taken at the said meeting shall be circulated to all the
Directors and shall be final only upon ratification by one independent Director. Such notice or shorter notice
may be sent by post or by fax or e-mail depending upon the circumstances.

(f) At any Board Meeting, each Director may exercise 1 (one) vote. The adoption of any resolution of the Board
shall require the affirmative vote of a majority of the Directors present at a duly constituted Board Meeting.

70. QUORUM FOR BOARD MEETING

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 (a) Quorum for Board Meetings

Subject to the provisions of Section 174 of the Act, the quorum for each Board Meeting shall be one-third of its
total strength or two directors, whichever is higher, and the presence of Directors by video conferencing or by
other audio visual means shall also be counted for the purposes of calculating quorum. Provided that where at
any time the number of interested Directors exceeds or is equal to two- thirds of the total strength, the number
of the remaining Directors, that is to say, the number of the Directors who are not interested present at the
meeting being not less than two, shall be the quorum during such meeting.

If any duly convened Board Meeting cannot be held for want of a quorum, then such a meeting shall
automatically stand adjourned for 7 (seven) days after the original meeting at the same time and place, or if that
day is a national holiday, on the succeeding day which is not a public holiday to the same time and place.
Provided however, the adjourned meeting may be held on such other date and such other place as may be
unanimously agreed to by all the Directors in accordance with the provisions of the Act.

71. QUESTIONS AT THE BOARD MEETINGS HOW DECIDED

(a) Questions arising at any meeting of the Board, other than as specified in these Articles and the Act, if any, shall
be decided by a majority vote. In the case of an equality of votes, the Chairman shall have a second or casting
vote.

(b) No regulation made by the Company in General Meeting, shall invalidate any prior act of the Board, which
would have been valid if that regulation had not been made.

72. ELECTION OF CHAIRMAN OF BOARD

(a) The Board may elect a chairman of its meeting and determine the period for which he is to hold office.

(b) If no such chairman is elected, or at any meeting the chairman is not present within five minutes after the time
appointed for holding the meeting the Directors present may choose one among themselves to be the chairman
of the meeting.

73. POWERS OF THE BOARD

Subject to the applicable provisions of the Act, these Articles and other applicable provisions of Law:-

(a) The Board shall be entitled to exercise all such power and to do all such acts and things as the Company is
authorised to exercise and do under the applicable provisions of the Act or by the Memorandum and Articles of
Association of the Company.

(b) The Board is vested with the entire management and control of the Company, including as regards any and all
decisions and resolutions to be passed, for and on behalf of the Company.

(c) Provided that the Board shall not, except with the consent of the Company by a Special Resolution:-

i. Sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the
Company, or where the Company owns more than one undertaking, of the whole, or substantially the
whole, of any such undertaking. The term ‘undertaking’ and the expression ‘substantially the whole of
the undertaking’ shall have the meaning ascribed to them under the provisions of Section 180 of the
Act;

ii. Remit, or give time for repayment of, any debt due by a Director;

iii. Invest otherwise than in trust securities the amount of compensation received by the Company as a
result of any merger or amalgamation; and

iv. Borrow money(ies) where the money(ies) to be borrowed together with the money(ies) already
borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the
ordinary course of businesses), will exceed the aggregate of the Paid-up Capital, free reserves and
securities premium of the Company.

74. COMMITTEES AND DELEGATION BY THE BOARD

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 The Company shall constitute such Committees as may be required under the Act, applicable provisions of Law and the
SEBI Listing Regulations. Without prejudice to the powers conferred by the other Articles and so as not to in any way to
limit or restrict those powers, the Board may, subject to the provisions of Section 179 of the Act, delegate any of its
powers to the Managing Director(s), the executive director(s) or manager or the chief executive officer of the Company.
The Managing Director(s), the executive director(s) or the manager or the chief executive officer(s) as aforesaid shall, in
the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on them by
the Board and all acts done by them in exercise of the powers so delegated and in conformity with such regulations shall
have the like force and effect as if done by the Board.

Subject to the applicable provisions of the Act, the requirements of Law and these Articles, the Board may delegate any
of its powers to Committees of the Board consisting of such member or members of the Board as it thinks fit, and it may
from time to time revoke and discharge any such committee of the Board either wholly or in part and either as to Persons
or purposes. Every Committee of the Board so formed shall, in the exercise of the powers so delegated, conform to any
regulations that may from time to time be imposed on it by the Board. All acts done by any such Committee of the Board
in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise, shall have
the like force and effect as if done by the Board.

The meetings and proceedings of any such Committee of the Board consisting of two or more members shall be governed
by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the same are
applicable thereto and are not superseded by any regulation made by the Directors under the last preceding Article.

The Board of the Company shall in accordance with the provisions of the Companies (Meetings of the Board and its
Powers) Rules, 2014 or any other Law and the provisions of the SEBI Listing Regulations, form such committees as may
be required under such rules in the manner specified therein, if the same are applicable to the Company.

75. ACTS OF BOARD OR COMMITTEE VALID NOTWITHSTANDING INFORMAL APPOINTMENT

All acts undertaken at any meeting of the Board or of a Committee of the Board, or by any person acting as a Director
shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of such Director
or Persons acting as aforesaid, or that they or any of them were disqualified or had vacated office or that the appointment
of any of them had been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as if
every such person had been duly appointed, and was qualified to be a Director . Provided that nothing in this Article shall
be deemed to give validity to the acts undertaken by a Director after his appointment has been shown to the Company to
be invalid or to have been terminated.

76. PASSING OF RESOLUTION BY CIRCULATION

No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation, unless
the resolution has been circulated in draft form, together with the necessary papers, if any, to all the Directors, or members
of the Committee, as the case may be, at their addresses registered with the Company in India by hand delivery or by post
or by courier, or through such electronic means as may be provided under the Companies (Meetings of Board and its
Powers) Rules, 2014 and has been approved by majority of Directors or members of the Committee, who are entitled to
vote on the resolution. However, in case one-third of the total number of Directors for the time being require that any
resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a
meeting of the Board.

A resolution mentioned above shall be noted at a subsequent meeting of the Board or the Committee thereof, as the case
may be, and made part of the minutes of such meeting.

77. MINUTES OF THE PROCEEDINGS OF THE MEETING OF THE BOARD

(a) The Company shall prepare minutes of each Board Meeting and the entries thereof in books kept for that purpose
with their pages consecutively numbered. Such minutes shall contain a fair and correct summary of the
proceedings conducted at the Board Meeting.

(b) The Company shall circulate the minutes of the meeting to each Director within 7 (seven) Business Days after
the Board Meeting.

(c) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each
meeting in such book shall be dated and signed by the Chairman of the said meeting or the Chairman of the next
succeeding meeting.

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 (d) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or
otherwise.

(e) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat and shall also
contain: -

(i) all appointments of Officers;

(ii) the names of the Directors present at each meeting of the Board;

(iii) all resolutions and proceedings of the meetings of the Board;

(iv) the names of the Directors, if any, dissenting from, or not concurring in, any resolution passed by the
Board.

(f) Nothing contained in sub Articles (a) to (e) above shall be deemed to require the inclusion in any such minutes
of any matter which in the opinion of the Chairman of the meeting: -

(i) is or could reasonably be regarded as defamatory of any person;

(ii) is irrelevant or immaterial to the proceedings; or

(iii) is detrimental to the interests of the Company.

(g) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the
minutes on the ground specified in sub Article (f) above.

(h) Minutes of meetings kept in accordance with the aforesaid provisions shall be evidence of the proceedings
recorded therein.

(i) The minutes kept and recorded under this Article shall also comply with the provisions of Secretarial Standard
1 issued by the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980
and approved as such by the Central Government and applicable provisions of the Act and Law.

78. REGISTER OF CHARGES

The Directors shall cause a proper register to be kept, in accordance with the applicable provisions of the Act, of all
mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements
of the applicable provisions of the Act in regard to the registration of mortgages and charges therein specified.

79. CHARGE OF UNCALLED CAPITAL

Where any uncalled capital of the Company is charged as security or other security is created on such uncalled capital,
the Directors may authorize, subject to the applicable provisions of the Act and these Articles, making calls on the
Shareholders in respect of such uncalled capital in trust for the Person in whose favour such charge is executed.

80. SUBSEQUENT ASSIGNS OF UNCALLED CAPITAL

Where any uncalled capital of the Company is charged, all Persons taking any subsequent charge thereon shall take the
same subject to such prior charges and shall not be entitled to obtain priority over such prior charge.

81. CHARGE IN FAVOUR OF DIRECTOR FOR INDEMNITY

If the Director or any Person, shall become personally liable for the payment of any sum primarily due from the Company,
the Board may execute or cause to be executed, any mortgage, charge or security over or affecting the whole or part of
the assets of the Company by way of indemnity to secure the Directors or other Persons so becoming liable as aforesaid
from any loss in respect of such liability.

82. OFFICERS

(a) The Company shall have its own professional management and such officers shall be appointed from time to
time as designated by its Board. The officers of the Company shall serve at the discretion of the Board.

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 (b) The officers of the Company shall be responsible for the implementation of the decisions of the Board, subject
to the authority and directions of the Board and shall conduct the day to day business of the Company.

(c) The officers of the Company shall be the Persons in charge of and responsible to the Company for the conduct
of the business of the Company and shall be concerned and responsible to ensure full and due compliance with
all statutory laws, rules and regulations as are required to be complied with by the Company and/or by the Board
of the Company.

(d) Qualified experienced managerial and marketing executives and other officers shall be appointed for the
operation and conduct of the business of the Company.

(e) The Board shall appoint with the approval of the Chairman, the President and/or Chief Executive Officer and/or
Chief Operating Officer of the Company, as well as persons who will be appointed to the posts of senior
executive management.

83. THE SECRETARY

(a) Subject to the provisions of Section 203 of the Act, the Board may, from time to time, appoint any individual as
Secretary of the Company to perform such functions, which by the Act or these Articles for the time being of
the Company are to be performed by the Secretary and to execute any other duties which may from time to time
be assigned to him by the Board. The Board may confer upon the Secretary so appointed any powers and duties
as are not by the Act or by these Articles required to be exercised by the Board and may from time to time
revoke, withdraw, alter or vary all or any of them. The Board may also at any time appoint some individual (who
need not be the Secretary), to maintain the Registers required to be kept by the Company.

(b) The Secretary shall be an individual responsible to ensure that there shall be no default, non-compliance, failure,
refusal or contravention of any of the applicable provisions of the Act, or any rules, regulations or directions
which the Company is required to conform to or which the Board of the Company are required to conform to
and shall be designated as such and be the officer in default.

84. DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE

Subject to the provisions of the Act and Law, the Company shall procure, at its own cost, comprehensive directors and
officers liability insurance for each Director which shall not form a part of the remuneration payable to the Directors in
the circumstances described under Section 197 of the Act: -

(a) on terms approved by the Board;

(b) which includes each Director as a policyholder;

(c) is from an internationally recognised insurer approved by the Board; and

(d) for a coverage for claims of an amount as may be decided by the Board, from time to time.

85. SEAL

(a) The Board shall provide a Common Seal for the purposes of the Company, and shall have power from time to
time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for the safe
custody of the Seal for the time being, and the Seal shall never be used except by the authority of the Board or
a Committee of the Board, previously given.

(b) The Company shall also be at liberty to have an official Seal(s) in accordance with Section 50 of the Companies
Act, 1956, for use in any territory, district or place outside India.

(c) The seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the
Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two
(2) directors and of the secretary or such other person as the Board may appoint for the purpose; and those two
(2) directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the
company is so affixed in their presence.

86. ACCOUNTS

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(a) The Company shall prepare and keep at the Office books of accounts or other relevant books and papers and
financial statements for every financial year which give a true and fair view of the state of affairs of the
Company, including its branch office or offices, if any, in accordance with the Act, Rules and as required under
the applicable Law, and explain the transactions effected both at the Office and its branches and such books
shall be kept on accrual basis and according to the double entry system of accounting.

(b) Where the Board decides to keep all or any of the books of account at any place other than the Office, the
Company shall, within 7 (seven) days of the decision, file with the Registrar, a notice in writing giving the full
address of that other place. The Company may also keep such books of accounts or other relevant papers in
electronic mode in accordance with the provisions of the Act.

(c) The Company shall preserve in good order the books of account relating to a period of not less than eight years
preceding the current year.

(d) When the Company has a branch office, whether in or outside India, the Company shall be deemed to have
complied with this Article if proper books of account relating to the transactions effected at the branch office
are kept at the branch office and proper summarized returns made up to dates at intervals of not more than three
months, are sent by the branch office to the Company at its office or at the other place in India, at which the
Company’s books of account are kept as aforesaid.

(e) No Shareholder (not being a Director) shall have any right of inspecting any account or books or documents of
the Company except specified under the Act and Law.

(f) In accordance with the provisions of the Act, along with the financial statements laid before the Shareholders,
there shall be laid a ‘Board’s report’ which shall include:

(i) the extract of the annual return as provided under sub-section (3) of Section 92 of the Act;

(ii) number of meetings of the Board;

(iii) Directors’ responsibility statement as per the provisions of Section 134 (5) of the Act;

(iv) a statement on declaration given by Independent Directors under sub-section (6) of Section 149 of the
Act;

(v) in the event applicable, as specified under sub-section (1) of Section 178 of the Act, Company’s policy
on Directors’ appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided under sub-section (3) of Section 178
of the Act;

(vi) explanations or comments by the Board on every qualification, reservation or adverse remark or
disclaimer made-

1. by the auditor in his report; and

2. by the company secretary in practice in his secretarial audit report;

(vii) particulars of loans, guarantees or investments under Section 186 of the Act;

(viii) particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section
188 in the prescribed form;

(ix) the state of the Company’s affairs;

(x) the amounts, if any, which it proposes to carry to any reserves;

(xi) the amount, if any, which it recommends should be paid by way of Dividends;

(xii) material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate
and the date of the report;

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 (xiii) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such
manner as may be prescribed;

(xiv) a statement indicating development and implementation of a risk management policy for the Company
including identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company;

(xv) the details about the policy developed and implemented by the Company on corporate social
responsibility initiatives taken during the year;

(xvi) a statement indicating the manner in which formal annual evaluation has been made by the Board of its
own performance and that of its committees and individual Directors, as may be prescribed for listed
companies; and

(xvii) such other matters as may be prescribed under the Law, from time to time.

(g) All the aforesaid books shall give a fair and true view of the affairs of the Company or its branch office, as the
case may be, with respect to the matters herein and explain its transactions.

(h) The Company shall comply with the requirements of Section 136 of the Act.

87. AUDIT AND AUDITORS

(a) Auditors shall be appointed and their rights and duties shall be regulated in accordance with Sections 139 to 147
of the Act and as specified under Law.

(b) Every account of the Company when audited shall be approved by a General Meeting and shall be conclusive
except as regards any error discovered therein within three months next after the approval thereof. Whenever
any such error is discovered within that period the account shall forthwith be corrected, and henceforth shall be
conclusive.

(c) Every balance sheet and profit and loss account shall be audited by one or more Auditors to be appointed as
hereinafter set out.

(d) The Company at the Annual General Meeting in each year shall appoint an Auditor or Auditors to hold office
from the conclusion of that meeting until conclusion of the next Annual General Meeting and every Auditor so
appointed shall be intimated of his appointment within 7 (seven) days.

(e) Where at an Annual General Meeting, no Auditors are appointed, the Central Government may appoint a person
to fill the vacancy and fix the remuneration to be paid to him by the Company for his services.

(f) The Company shall within 7 (seven) days of the Central Government’s power under sub clause (b) becoming
exercisable, give notice of that fact to the Government.

(g) The Directors may fill any casual vacancy in the office of an Auditor but while any such vacancy continues, the
remaining auditors (if any) may act. Where such a vacancy is caused by the resignation of an Auditor, the
vacancy shall only be filled by the Company in General Meeting.

(h) A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual General Meeting
unless special notice of a resolution of appointment of that person to the office of Auditor has been given by a
Shareholder to the Company not less than 14 (fourteen) days before the meeting in accordance with Section 115
of the Act, and the Company shall send a copy of any such notice to the retiring Auditor and shall give notice
thereof to the Shareholders in accordance with provisions of Section 115 of the Act and all the other provision
of Section 140 of the Act shall apply in the matter. The provisions of this sub-clause shall also apply to a
resolution that a retiring auditor shall not be re-appointed.

(i) The persons qualified for appointment as Auditors shall be only those referred to in Section 141 of the Act.

(j) None of the persons mentioned in Section 141 of the Act as are not qualified for appointment as auditors shall
be appointed as Auditors of the Company.

88. AUDIT OF BRANCH OFFICES

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 The Company shall comply with the applicable provisions of the Act and the Companies (Audit and Auditor) Rules, 2014
in relation to the audit of the accounts of branch offices of the Company.

89. REMUNERATION OF AUDITORS

The remuneration of the Auditors shall be fixed by the Company as authorized in General Meeting from time to time in
accordance with the provisions of the Act and the Companies (Audit and Auditor) Rules, 2014.

90. DOCUMENTS AND NOTICES

(a) A document or notice may be given or served by the Company to or on any Shareholder whether having his
registered address within or outside India either personally or by sending it by post to him to his registered
address.

(b) Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected by
properly addressing, prepaying and posting a letter containing the document or notice, provided that where a
Shareholder has intimated to the Company in advance that documents or notices should be sent to him under a
certificate of posting or by registered post with or without acknowledgement due or by cable or telegram and
has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document or
notice shall be deemed to be effected unless it is sent in the manner intimated by the Shareholder. Such service
shall be deemed to have effected in the case of a notice of a meeting, at the expiration of forty eight hours after
the letter containing the document or notice is posted or after a telegram has been dispatched and in any case, at
the time at which the letter would be delivered in the ordinary course of post or the cable or telegram would be
transmitted in the ordinary course.

(c) A document or notice may be given or served by the Company to or on the joint-holders of a Share by giving or
serving the document or notice to or on the joint-holder named first in the Register of Members in respect of the
Share.

(d) Every Person, who by operation of Law, transfer or other means whatsoever, shall become entitled to any Share,
shall be bound by every document or notice in respect of such Share, which previous to his name and address
being entered on the Register of Members, shall have been duly served on or given to the Person from whom he
derives his title to such Share.

(e) Any document or notice to be given or served by the Company may be signed by a Director or the Secretary or
some Person duly authorised by the Board for such purpose and the signature thereto may be written, printed,
photostat or lithographed.

(f) All documents or notices to be given or served by Shareholders on or to the Company or to any officer thereof
shall be served or given by sending the same to the Company or officer at the Office by post under a certificate
of posting or by registered post or by leaving it at the Office.

(g) Where a Document is sent by electronic mail, service thereof shall be deemed to be effected properly, where a
shareholder has registered his electronic mail address with the Company and has intimated the Company that
documents should be sent to his registered email address, without acknowledgement due. Provided that the
Company, shall provide each shareholder an opportunity to register his email address and change therein from
time to time with the Company or the concerned Depository. The Company shall fulfill all conditions required
by Law, in this regard.

91. SHAREHOLDERS TO NOTIFY ADDRESS IN INDIA

Each registered Shareholder from time to time notify in writing to the Company such place in India to be registered as
his address and such registered place of address shall for all purposes be deemed to be his place of residence.

92. SERVICE ON SHAREHOLDERS HAVING NO REGISTERED ADDRESS

If a Shareholder does not have registered address in India, and has not supplied to the Company any address within India,
for the giving of the notices to him, a document advertised in a newspaper circulating in the neighbourhood of Office of
the Company shall be deemed to be duly served to him on the day on which the advertisement appears.

93. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF SHAREHOLDERS

A document may be served by the Company on the Persons entitled to a share in consequence of the death or insolvency
424
 of a Shareholders by sending it through the post in a prepaid letter addressed to them by name or by the title or
representatives of the deceased, assignees of the insolvent by any like description at the address (if any) in India supplied
for the purpose by the Persons claiming to be so entitled, or (until such an address has been so supplied) by serving the
document in any manner in which the same might have been served as if the death or insolvency had not occurred.

94. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS

Subject to the applicable provisions of the Act and these Articles, notice of General Meeting shall be given:

(i) To the Shareholders of the Company as provided by these Articles.

(ii) To the persons entitled to a share in consequence of the death or insolvency of a Shareholder.

(iii) To the Auditors for the time being of the Company; in the manner authorized by as in the case of any Shareholder
of the Company.

95. NOTICE BY ADVERTISEMENT

Subject to the applicable provisions of the Act, any document required to be served or sent by the Company on or to the
Shareholders, or any of them and not expressly provided for by these Articles, shall be deemed to be duly served or sent
if advertised in a newspaper circulating in the District in which the Office is situated.

96. DIVIDEND POLICY

(a) The profits of the Company, subject to any special rights relating thereto being created or authorised to be created
by the Memorandum or these Articles and subject to the provisions of these Articles shall be divisible among
the Shareholders in proportion to the amount of Capital Paid-up or credited as Paid-up and to the period during
the year for which the Capital is Paid-up on the shares held by them respectively. Provided always that, (subject
as aforesaid), any Capital Paid-up on a Share during the period in respect of which a Dividend is declared, shall
unless the Directors otherwise determine, only entitle the holder of such Share to an apportioned amount of such
Dividend as from the date of payment.

(b) Subject to the provisions of Section 123 of the Act the Company in General Meeting may declare Dividends, to
be paid to Shareholders according to their respective rights and interests in the profits. No Dividends shall exceed
the amount recommended by the Board, but the Company in General Meeting may, declare a smaller Dividend,
and may fix the time for payments not exceeding 30 (thirty) days from the declaration thereof.

(c) (i) No Dividend shall be declared or paid otherwise than out of profits of the Financial Year arrived at
after providing for depreciation in accordance with the provisions of Section 123 of the Act or out of
the profits of the Company for any previous Financial Year or years arrived at after providing for
depreciation in accordance with those provisions and remaining undistributed or out of both, provided
that in computing profits any amount representing unrealised gains, notional gains or revaluation of
assets and any change in carrying amount of an asset or of a liability on measurement of the asset or
the liability at fair value shall be excluded. The Company shall not declare Dividend unless carried over
previous losses and depreciation not provided in previous Financial Year or years are set off against
profit of the Company for the Financial Year for which the Dividend is proposed to be declared. Where
the Company proposes to declare dividend out of the accumulated profits earned by it in previous years
and transferred by the company to the free reserves, owing to inadequacy or absence of profits in the
Financial Year for which the Dividends are proposed to be declared, such declaration of Dividend shall
not be made except in accordance with provisions of the Act and the Rules.

(ii) The declaration of the Board as to the amount of the net profits shall be conclusive.

(d) The Board may, from time to time, pay to the Shareholders such interim Dividend as in their judgment the
position of the Company justifies in accordance with the provisions of the Section 123 of the Act.

(e) Where Capital is paid in advance of calls upon the footing that the same shall carry interest, such Capital shall
not whilst carrying interest, confer a right to participate in profits or Dividend.

(f) (i) Subject to the rights of Persons, if any, entitled to shares with special rights as to Dividend, all
Dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in
respect whereof Dividend is paid but if and so long as nothing is paid upon any shares in the Company,
Dividends may be declared and paid according to the amount of the shares.
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 (ii) No amount paid or credited as paid on shares in advance of calls shall be treated for the purpose of this
regulation as paid on shares.

(iii) All Dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the Dividend is paid, but if
any shares are issued on terms providing that it shall rank for Dividend as from a particular date such
shares shall rank for Dividend accordingly.

(g) Subject to the applicable provisions of the Act and these Articles, the Board may retain the Dividends payable
upon shares in respect of any Person, until such Person shall have become a Shareholder, in respect of such
shares or until such shares shall have been duly transferred to him.

(h) Any one of several Persons who are registered as the joint-holders of any Share may give effectual receipts for
all Dividends or bonus and payments on account of Dividends or bonus or sale proceeds of fractional certificates
or other money(ies) payable in respect of such shares.

(i) Subject to the applicable provisions of the Act, no Shareholder shall be entitled to receive payment of any interest
or Dividends in respect of his Share(s), whilst any money may be due or owing from him to the Company in
respect of such Share(s); either alone or jointly with any other Person or Persons; and the Board may deduct
from the interest or Dividend payable to any such Shareholder all sums of money so due from him to the
Company.

(j) Subject to Section 126 of the Act, a transfer of shares shall not pass the right to any Dividend declared thereon
before the registration of the transfer.

(k) Unless otherwise directed any Dividend shall be paid through electronic mode of payment facility approved by
the Reserve Bank of India. Where it is not possible to use electronic mode of payment, dividend may be paid by
‘payable at par’ cheques or warrants sent by post or courier or by any other legally permissible means to the
registered address of the Shareholder or Person entitled or in case of joint-holders to that one of them first named
in the Register of Members in respect of the joint-holding. Every such cheque or warrant shall be made payable
to the order of the Person to whom it is sent and in case of joint-holders to that one of them first named in the
Register of Members in respect of the joint-holding. The Company shall not be liable or responsible for any
cheque or warrant or pay slip or receipt lost in transmission, or for any Dividend lost to a Shareholder or Person
entitled thereto, by a forged endorsement of any cheque or warrant or a forged signature on any pay slip or
receipt of a fraudulent recovery of Dividend. If 2 (two) or more Persons are registered as joint-holders of any
Share(s) any one of them can give effectual receipts for any money(ies) payable in respect thereof. Several
Executors or Administrators of a deceased Shareholder in whose sole name any Share stands shall for the
purposes of this Article be deemed to be joint-holders thereof.

(l) No unpaid Dividend shall bear interest as against the Company.

(m) Any General Meeting declaring a Dividend may on the recommendation of the Board, make a call on the
Shareholders of such amount as the General Meeting fixes, but so that the call on each Shareholder shall not
exceed the Dividend payable to him, and so that the call will be made payable at the same time as the Dividend;
and the Dividend may, if so arranged as between the Company and the Shareholders, be set-off against such
calls.

(n) Notwithstanding anything contained in this Article, the dividend policy of the Company shall be governed by
the applicable provisions of the Act and Law.

(o) The Company may pay dividends on shares in proportion to the amount Paid-up on each Share in accordance
with Section 51 of the Act.

97. UNPAID OR UNCLAIMED DIVIDEND

(a) If the Company has declared a Dividend but which has not been paid or the Dividend warrant in respect thereof
has not been posted or sent within 30 (thirty) days from the date of declaration, transfer the total amount of
dividend, which remained unpaid or unclaimed within 7 (seven) days from the date of expiry of the said period
of 30 (thirty) days to a special account to be opened by the Company in that behalf in any scheduled bank or
private sector bank.

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 (b) Any money so transferred to the unpaid Dividend account of the Company which remains unpaid or unclaimed
for a period of 7 (seven) years from the date of such transfer, shall be transferred by the Company to the Fund
established under sub-section (1) of Section 125 of the Act, viz. “Investors Education and Protection Fund”.

(c) No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes barred by Law and
such forfeiture, if effected, shall be annulled in appropriate cases.

98. CAPITALIZATION OF PROFITS

The Company in General Meeting may, upon the recommendation of the Board, resolve:

(a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the
Company’s reserve accounts or to the credit of the Company’s profit and loss account or otherwise, as available
for distribution, and

(b) that such sum be accordingly set free from distribution in the manner specified herein below in sub-article (c)
as amongst the Shareholders who would have been entitled thereto, if distributed by way of Dividends and in
the same proportions.

(c) The sum aforesaid shall not be paid in cash but shall be applied either in or towards:

(i) paying up any amounts for the time being unpaid on any shares held by such Shareholders respectively;

(ii) paying up in full, un-issued shares of the Company to be allotted, distributed and credited as fully Paid
up, to and amongst such Shareholders in the proportions aforesaid; or

(iii) partly in the way specified in sub-article (i) and partly in the way specified in sub-article (ii).

(d) A share premium account may be applied as per Section 52 of the Act, and a capital redemption reserve account
may, duly be applied in paying up of unissued shares to be issued to Shareholders of the Company as fully paid
bonus shares.

99. RESOLUTION FOR CAPITALISATION OF RESERVES AND ISSUE OF FRACTIONAL CERTIFICATE

(a) The Board shall give effect to a Resolution passed by the Company in pursuance of this Article.

(b) Whenever such a Resolution as aforesaid shall have been passed, the Board shall:

(i) make all appropriation and applications of undivided profits (resolved to be capitalized thereby), and
all allotments and issues of fully paid shares or Securities, if any; and

(ii) generally do all acts and things required to give effect thereto.

(c) The Board shall have full power:

i. to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise as
it thinks fit, in the case of shares or Debentures becoming distributable in fraction; and

ii. to authorize any Person, on behalf of all the Shareholders entitled thereto, to enter into an agreement
with the Company providing for the allotment to such Shareholders, credited as fully Paid up, of any
further shares or Debentures to which they may be entitled upon such capitalization or (as the case may
require) for the payment of by the Company on their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalised of the amounts or any parts of the amounts
remaining unpaid on the shares.

(d) Any agreement made under such authority shall be effective and binding on all such shareholders.

100. DISTRIBUTION OF ASSETS IN SPECIE OR KIND UPON WINDING UP

(a) If the company shall be wound up , the liquidator may, with the sanction of a special Resolution of the company
and any other sanction required by the Act divide amongst the shareholders, in specie or kind the whole or any
part of the assets of the Company, whether they shall consist of property of the same kind or not.

427
 (b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between the Shareholders or different
classes of Shareholders.

(c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the contributories if he considers necessary, but so that no Shareholder shall be compelled to
accept any shares or other Securities whereon there is any liability.

101. DIRECTOR’S AND OTHER’S RIGHTS TO INDEMNITY

Subject to the provisions of Section 197 of the Act, every Director, manager and other Officer or employee of the
Company shall be indemnified by the Company against any liability incurred by him and it shall be the duty of the
Directors to pay out from the funds of the Company all costs, losses and expenses which any Director, manager, Officer
or employee may incur or become liable to by reason of any contact entered into by him on behalf of the Company or in
any way in the discharge of his duties and in particular, and so as not to limit the generality of the foregoing provisions
against all liabilities incurred by him as such Director, manager, Officer or employee in defending any proceedings,
whether civil or criminal in which judgement is given in his favour or he is acquitted or in connection with any application
under Section 463 of the Act in which relief is granted by the court and the amount for which such indemnity is provided
shall immediately attach as a lien on the property of the Company and have priority as between the Shareholders over all
the claims.

102. DIRECTOR’S ETC. NOT LIABLE FOR CERTAIN ACTS

Subject to the provision of Section 197 of the Act, no Director, manager, Officer or employee of the Company shall be
liable for the acts, defaults, receipts and neglects of any other Director, manager, Officer or employee or for joining in
any receipts or other acts for the sake of conformity or for any loss or expenses happening to the Company through the
insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for
any loss or damage arising from the bankruptcy, insolvency or tortuous act of any Person with whom any monies,
securities or effects shall be deposited or for any loss occasioned by an error of judgement or oversight on his part, or for
any other loss, damage or misfortune whatsoever which shall happen in the execution thereof unless the same shall happen
through negligence, default, misfeasance, breach of duty or breach of trust. Without prejudice to the generality foregoing
it is hereby expressly declared that any filing fee payable or any document required to be filed with the registrar of the
companies in respect of any act done or required to be done by any Director or other Officer by reason of his holding the
said office shall be paid and borne by the Company.

103. INSPECTION BY SHAREHOLDERS

The register of charges, register of investments, register of shareholders, books of accounts and the minutes of the meeting
of the Board and Shareholders shall be kept at the Office of the Company and shall be open, during business hours, for
such periods not being less in the aggregate than two hours in each day as the Board determines for inspection of any
Shareholder without charge. In the event such Shareholder conducting inspection of the abovementioned documents
requires extracts of the same, the Company may charge a fee which shall not exceed Rupees ten per page or such other
limit as may be prescribed under the Act or other applicable provisions of law.

104. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company may amend its Memorandum of Association and Articles of Association in accordance with Sections 13,
14 and 15 of the Act and such other provisions of Law, as may be applicable from time-to-time. The shareholders shall
vote for all the equity shares owned or held on record by such shareholders at any annual or extraordinary General meeting
of the company in accordance with these Articles.

(a) The shareholders shall not pass any resolution or take any decision which is contrary to any of the terms of these
Articles.

(b) The Articles of the company shall not be amended unless (i) Shareholders holding not less than 75% of the
Equity shares (and who are entitled to attend and vote) cast votes in favour of each such amendment/s to the
Articles.

105. SECRECY

No Shareholder shall be entitled to inspect the Company’s work without permission of the Managing Director/Directors
or to require discovery of any information respectively any details of Company’s trading or any matter which is or may
be in the nature of a trade secret, history of trade or secret process which may be related to the conduct of the business of
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 the Company and which in the opinion of the Managing Director/Directors will be inexpedient in the interest of the
Shareholders of the Company to communicate to the public.

106. DUTIES OF THE OFFICER TO OBSERVE SECRECY

Every Director, Managing Directors, manager, Secretary, Auditor, trustee, members of the committee, Officer, servant,
agent, accountant or other Persons employed in the business of the Company shall, if so required by the Director before
entering upon his duties, or any time during his term of office, sign a declaration pledging himself to observe secrecy
relating to all transactions of the Company and the state of accounts and in matters relating thereto and shall by such
declaration pledge himself not to reveal any of such matters which may come to his knowledge in the discharge of his
official duties except which are required so to do by the Directors or the Auditors, or by resolution of the Company in the
general meeting or by a court of law and except so far as may be necessary in order to comply with any of the provision
of these Articles or Law. Nothing herein contained shall affect the powers of the Central Government or any officer
appointed by the government to require or to hold an investigation into the Company’s affair.

107. PROVISIONS OF THE COMPANIES ACT, 1956 SHALL CEASE TO HAVE EFFECT

Notwithstanding anything contained in these Articles, the provisions of the Companies Act, 1956, as are mentioned under
these articles shall cease to have any effect once the said provisions are repealed upon notification of the corresponding
provisions under the Act.

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 PART II

Part II of these Articles includes the rights and obligations of the shareholders of the Company.

In the event of any inconsistency between Part I and Part II of these Articles, the provisions of Part II of these Articles shall
prevail. Part II of these Articles shall automatically terminate and cease to have any force and effect and deemed to fall away
on and from the date of listing of the Equity Shares on a stock exchange in India, subsequent to an initial public offering of
the Equity Shares, without any further action by the Company or its shareholders

TABLE'F' TO APPLY

DODLA DAIRY LIMITED

(the Company)

ARTICLES OF ASSOCIATION

(the Articles)

1. The regulations contained in Table F of the First Schedule to the Companies Act, 2013 shall not apply to the Company
except in so far as they are embodied in the following Articles

DODLA DAIRY LIMITED

(the “Company”)

ARTICLES OF ASSOCIATION

A. The regulations contained in Table ‘F’ of the First Schedule to the Companies Act, 2013, as they are applicable to a
Public Company as defined in the Companies Act, 2013, shall apply to this Company so far as they are not modified,
varied, amended or altered by these Articles of Association of the Company, as amended from time to time (these
“Articles”). These Articles shall be divided into two parts, Part A and Part B, as defined below. In the event of any
conflict, inconsistency or contradiction between the provisions of Articles 2 (other than Article 2.3) 3, 7, 8, 11, 20, 26,
27, 28, 29 (“Part A”) and any other provisions of these Articles (“Part B”), the provisions of Part B shall prevail and
override. Further, in the event of any conflict or ambiguity in the interpretation of Part B, reference shall be made to the
SHA (as defined hereafter), and the conflict or ambiguity shall be resolved in a manner whereby the intent contained in
the SHA is effected. It is acknowledged that the intention of the Shareholders is to incorporate the entire provisions of
the SHA in these Articles, and the Shareholders shall be obliged to take all necessary steps (including convening of
meetings as may be required for this purpose, and voting in favour of amendments to these Articles) from time to time
for this purpose. Notwithstanding anything else to the contrary in these Articles, any alteration, amendment or
modification to Part B of these Articles, shall require the prior consent of the Investor, and the Part B of these Articles
shall be deemed to be entrenched provisions for the purposes of the Act.

1 DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

Unless the context requires otherwise: (a) the following words and expressions shall have the following meanings; (b)
capitalised terms defined by inclusion in quotations or parenthesis have the meanings so ascribed and (c) if not defined
elsewhere in these Articles, shall have the meaning ascribed to them in the SHA.

“Act” means the Companies Act, 2013 and the notifications, rules and regulations made thereunder from time to time
and all future re-enactments, amendments and substituting acts; and the Companies Act, 1956, to the extent as maybe
applicable.

“Adjustment Factors” shall have the meaning ascribed to the term in Article 23.9.2.

“Affiliates” means: (a) with respect to any Person other than a natural person, any other Person that directly or indirectly
through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such Person; and (b)
in the case of any Person who is a natural person, any Person who is a Relative of such a natural person or any Person
who is Controlled by, or under common Control of, such natural person; and (c) notwithstanding the foregoing, with
respect to the Promoters only, any Person who is an Immediate Relative of the relevant Promoters or any Person who is
Controlled by, or under common Control of such Promoters (including the Trust). Without limiting the generality of the
430
foregoing, with respect to the Investor, Affiliates shall include any Investor Related Party. It is clarified that in the event
any Affiliate hereinabove is a trust, a reference to such Affiliate shall be deemed to include the trustees and the
beneficiaries of such trust.

“Affirmative Vote Items” means each of the following items/matters:

a) Amendments to the Memorandum or Articles or the memorandum or articles of association of a Subsidiary or

any change in the corporate nature of the Company or the trademark/brand under which the Company operates
in its normal course.

b) Any changes or variation in the capital structure of the Company or securities issued by the Company, including,
but not limited to, the: (i) issuance of new Securities (whether by bonus issue, rights issue or otherwise); and (ii)
the alteration, recapitalization, reclassification or change in the rights, preferences or privileges of any class of
Shares.

c) Any transfer of licenses or Government Approvals from the Company to a Subsidiary or from one Subsidiary
to another Subsidiary or from a Subsidiary to the Company.

d) Entry by the Company or a Subsidiary into any related party transactions with a Shareholder or entry into a
contract which is unusual or onerous for entities engaged in the Business or business which is similar to the
Business (including, without limitation, any contract that limits the Company’s or a Subsidiary’s ability to
compete) or a commitment outside of the ordinary course of business.

e) Any debtor covenant agreed to by the Company or the Subsidiaries provided such covenant has not been made
by the Company and / or the Subsidiaries in any previous transaction to any lender.

f) Approval or any changes to the Business Plan.

g) Incurrence of any Indebtedness or a guarantee in respect of Indebtedness in excess of, or addition to, what is
approved in the Business Plan of the Company or its Subsidiaries or entering into any compromise with any of
the creditors or entering into any derivative transactions other than in the ordinary course.

h) Entry into a new business (other than the Business), or discontinuing or materially changing any business
currently undertaken, by the Company or its Subsidiaries (including, without limitation, any material change to
the Business).

i) Approval, amendment or administration of any employee stock option plan (including the ESOP Plan) or the
allocation of options thereunder (including under the ESOP Plan) or any issue and allotment of Equity Shares
pursuant thereto.

j) Appointment, termination, amendment or waiver of any rights or variation of the terms of remuneration or
payment of any fee or compensation under the agreements executed by the Company or its Subsidiaries with
Key Employees and senior managerial personnel including, but not limited to, the Chairman, the Managing
Director, the CEO, the CFO and heads of departments. Appointment or change of auditors / internal auditors of
the Company or the Subsidiaries.

k) Disposition, sale, lease, license or transfer (including creation of an Encumbrance) in any manner whatsoever
(including by way of a demerger) of any Material Asset (tangible and intangible) of the Company or the
Subsidiaries.

l) Any acquisition of Assets of a value of INR 30,000,000 (Rupees thirty million only) or more.

m) Entry into, or transfer of rights or obligations under, or termination of, any Material Contracts, save and except
to a wholly owned Subsidiary.

n) Save as approved in the Business Plan, any merger, acquisition, joint venture or consolidation recapitalization,
reorganization or other business combination of, or by, the Company (or the amendment of any terms of any
such existing arrangements) including formation or sale of, or further subscription/acquisition in, any wholly or
partly owned Subsidiary.

o) Acquisition / creation or incorporation / investment / divestment / dilution of a shareholding, or interest, in any

Subsidiary or other entity.
431
p) Adoption of any distribution policy of the Company or the Subsidiaries, and any decisions on dividends or
distribution of capital or capitalisation of reserves.

q) Unless otherwise provided in these Articles, all decisions relating to the QIPO or any other public offering, as
the case may be, of the Company, including, but not limited to, timing, size, pricing and appointment of merchant
bankers and delisting of the Company and the Subsidiaries.

r) Capital expenditure in excess of what is approved in the Business Plan of the Company and the Subsidiaries or
any deviation from any other expenditure / aspect of the Business Plan in excess of 10% (ten percent) of what
is provided in the Business Plan.

s) Adopting or approving annual accounts (including audited accounts) or operating budget of the Company and
the Subsidiaries.

t) Appointment or removal of the statutory or internal auditor, if such auditor is not a Big 4 Firm.

u) Creation of a charge, or any other Encumbrance, on the assets of the Company or the Subsidiaries other than for
debt approved under the Business Plan of the Company or the Subsidiaries.

v) Any material change in the corporate governance policy and / or any changes in the composition of the Board,
the board of directors of a Subsidiary and / or the various committees of the Board or the board of directors of a
Subsidiary, appointment of any committee / sub-committee of the Board or the board of directors of a Subsidiary,
the assignment of any power or authority of the Board or the board of directors of a Subsidiary to any person,
committee or sub – committee, in each case, other than in accordance with the terms of these Articles or any
agreement or other understanding (in writing) between the Company and the Investor.

w) Passing of any special resolution as per the Act (or similar legislation applicable to the Subsidiaries).

x) Approving any share transfers other than in accordance with these Articles.

y) Any change in the accounting year of the Company and the Subsidiaries and any change in the accounting
methods of the Company other than as required under Applicable Law or applicable accounting standards.

z) Securitization of cash flows of the Company and the Subsidiaries.

aa) Instituting, settling, withdrawing or compromising any legal proceedings for an amount exceeding INR
1,000,000 (Rupees one million only) with any Person. Provided that, nothing in this Paragraph (aa) shall apply
to any proceedings under Clause 22 of the SHA.

bb) Any payments made by the Company to its Subsidiaries, which payment has not been approved under the
Business Plan.

cc) Winding up or liquidation of the Company or any of the Subsidiaries.

dd) Making any investment or taking up any obligation in relation to Global Vetmed.

ee) Entry into any joint venture or other profit sharing arrangement by the Company or any Subsidiary.

ff) Any: (i) change in the Company’s milk procurement strategy pursuant to which the milk sourced directly from
farmers and / or the number of farmers from whom milk is sourced by the Company reduces by 20% (twenty
percent) or more (in each case, as benchmarked against the Offtake KPIs for the relevant Financial Year) other
than changes to milk procurement levels and / or farmer engagement which are directly related to, or caused by,
one or more Adjustment Factors; and/or (ii) decision by the Company to pay farmers a price for raw milk offtake
which is 5% (five percent) (or more) below the price that would satisfy the FMV Condition, unless otherwise
approved in the Business Plan or where the change in price is directly related to an Approved Pricing Exception.

gg) Any act or commitment to do any of the foregoing, including in relation to any Subsidiaries.

“Alternate Director” shall have the meaning ascribed to it in Article 9.2.8.

“Anti-Corruption Law(s)” means the United States Foreign Corrupt Practices Act of 1977, as amended, the United
Kingdom Bribery Act 2010, as amended, the India Prevention of Corruption Act, 1988, as amended, or any other law
432
which prohibits the conferring of any gift, payment or other benefit on any person or any officer, employee, agent or
adviser of such person, or which has as its objective the prevention of corruption and / or bribery.

“Anti-Money Laundering Law(s)” means laws regulations or sanctions in India or any other jurisdiction where the
Company or Investor carries out its business that (i) limit the use of and /or seek the forfeiture of, proceeds from illegal
transactions; (ii) may require the Investor to obtain information on the identity of, and source of funds for investment by,
the Company or its affiliates; (iii) limit commercial transactions with designated countries or individuals by virtue of their
participation (or suspected participation) in terrorism, narcotics dealing, illegal weapons proliferation, or other acts
defined by those laws as contrary to the interests of such countries in which the Investor or the Company does business;
or (iv) are designed to disrupt the flow of funds to terrorist organizations, in each case to such extent as applicable to the
Company.

“Applicable Law(s)” means all applicable:

(a) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bylaws, regulations, listing
agreements, notifications, guidelines or policies issued by any Governmental Authority; and

(b) administrative interpretations, writs, injunctions, directions, directives, judgements, arbitral awards, decrees,
orders or Approvals of, or agreements with, any Governmental Authority or Recognised Stock Exchange;

as may be in force from time to time.

“Approved Pricing Exception” shall have the meaning ascribed to the term in Article 23.9.3.

“Approved Valuer” means any of the entities listed below:

(1) Kotak Mahindra

(2) Axis Bank

(3) JM Financial

(4) Edelweiss

(5) ICICI Securities

“Articles” means the articles of association of the Company, as amended from time to time.

“Asset” means any property, and includes all rights, interests and privileges of every kind, nature, character and
description therein (whether immovable, movable, tangible, intangible, absolute, accrued, fixed or otherwise), including
cash, cash equivalents, receivables, securities, accounts and note receivables, plant and machinery, equipment,
trademarks, brands, other intellectual property, raw materials, inventory, furniture, and fixtures.

“Big 4 Firm” means KPMG, PricewaterhouseCoopers, EY, Deloitte Touche Tohmatsu, or their affiliates eligible to
practice in India, as per Applicable Law.

“Board” or “Board of Directors” means the board of directors of the Company, as constituted from time to time, in
accordance with the terms of these Articles.

“Board Meeting” means a duly convened meeting of the Board.

“Business” means the business of manufacturing milk / dairy products, processing and packaging of milk and milk / dairy
products and selling such manufactured and processed products.

“Business Day” or “Working Day” means a day (excluding Saturdays and Sundays) on which banks generally are open
in Hyderabad (India) and Singapore for the transaction of normal banking business.

“Business Plan” means the annual business plan containing key performance indicators, a quarterly budget, projections
of the Company for the subsequent Financial Year, an annual income statement, a statement of annual cash flow, a balance
sheet, a statement of the milk procurement strategy of the Company, and a detailed breakdown of the working capital
requirements of the Company.

433
“Chairman” shall have the meaning ascribed to the term in Article 9.2.7.

“Closing Date” shall mean [insert date].

“Company Secretary” shall have the meaning ascribed to it under section 2 (24) of the Act.

“Company Subsidiaries” means the entities detailed in Annexure 6 of the SHA.

“Competitor” shall have the meaning ascribed to term in the SHA.

“Consent” or “Approval” means any permission, approval, consent, waiver, grant, license, order, decree, authorization,
authentication of, or registration, qualification, designation, notice, declaration or filing with or notification, exemption
or ruling to or from any Governmental Authority or any other Person (including the Government Approvals).

“Control” (including the terms “Controlled by” and “under common Control with”) means, in relation to a body
corporate, the right to exercise, or control the exercise of, whether directly or indirectly, acting alone or together with
another Person, more than 50% (fifty percent) of the total voting rights at a general meeting of that body corporate, or the
right or power to direct, whether directly or indirectly, acting alone or together with another Person, the policy decisions
or management of that body corporate, including the right to appoint majority of the board of directors of that body
corporate, and, in relation to any Person which is not a body corporate or an individual, the right or power to direct,
whether directly or indirectly, acting alone or together with another Person, the policy decisions or management of that
Person.

“Covered Person” shall mean the Company; the Promoters; the Company’s Affiliates; any director, officer, or employee
of the Company; and any person or entity acting under the authority of or at the direction of, or that is otherwise entitled
(by contract or applicable law) to bind legally or create enforceable obligations for or against, the Company.

“Critical Affirmative Vote Items” means each of the following item/items:

(a) Amendments to the Memorandum or Articles or any change in the corporate nature of the Company or the
trademark / brand under which the Company operates in its normal course.

(b) Any changes or variation in the capital structure of the Company or securities issued by the Company, including,
but not limited to, the: (i) issuance of new Securities, other than pursuant to a rights issue of Securities which is
undertaken at value which is equal to or more than the Fair Market Value of the Securities; and (ii) the alteration,
recapitalization, reclassification or change in the rights, preferences or privileges of any class of Shares.

(c) Entry into a new business (other than the Business), or discontinuing any business currently undertaken, by the
Company or its Subsidiaries.

(d) Any merger, acquisition, joint venture or consolidation recapitalization, reorganization or other business
combination of, or by, the Company (or the amendment of any terms of any such existing arrangements)
including formation or sale of, or further subscription / acquisition in, any wholly or partly owned Subsidiary,
in excess of INR 100,000,000 (Rupees one hundred million only).

(e) Any divestment / dilution of a shareholding, or interest, in any Subsidiary or other entity where such divestment
/ dilution of shareholding or interest exceeds 50% (fifty percent) of the shareholding or interest held in the
Subsidiary.

(f) Unless otherwise provided in these Articles, all decisions relating to the QIPO or any other public offering, as
the case may be, of the Company, including, but not limited to, timing, size, pricing and appointment of merchant
bankers and de-listing of the Company and the Subsidiaries.

(g) Any changes in the composition of the Board, the board of directors of a Subsidiary and / or the various
committees of the Board or the board of directors of a Subsidiary, appointment of any committee / sub-
committee of the Board or the board of directors of a Subsidiary, the assignment of any power or authority of
the Board or the board of directors of a Subsidiary to any person, committee or sub – committee, in each case,
other than in accordance with the terms of these Articles or any agreement or other understanding (in writing)
between the Company and the Investor.

(h) Winding up or liquidation of the Company or any of the Subsidiaries.

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(i) Any: (i) change in the Company’s milk procurement strategy pursuant to which the milk sourced directly from
farmers and / or the number of farmers from whom milk is sourced by the Company reduces by 20% (twenty
percent) or more (in each case, as benchmarked against the Offtake KPIs for the relevant Financial Year) other
than changes to milk procurement levels and / or farmer engagement which are directly related to, or caused by,
one or more Adjustment Factors; and/or (ii) decision by the Company to pay farmers a price for raw milk offtake
which is 5% (five percent) (or more) below the price that would satisfy the FMV Condition, unless otherwise
approved in the Business Plan or where the change in price is directly related to an Approved Pricing Exception.

(j) Any act or commitment to do any of the foregoing, including in relation to any Subsidiaries.

“Deadlock Event” shall have the meaning ascribed to it in Article 9.7.1.

“Deed of Adherence” shall have the meaning ascribed to it in Article 4.1.1.

“Directors” mean the members of the Board of Directors.

“Encumbrance” means any:

(i) encumbrance, including without limitation, any security interest, claim, mortgage, pledge, charge,
hypothecation, lien, lease, assignment, deed of trust, title retention, deposit by way of security, beneficial
ownership (including usufruct and similar entitlements), or any other similar interest held by a third Person,

(ii) security interest or other encumbrance of any kind securing, or conferring any priority of payment in
respect of, any obligation of any Person, including without limitation any right granted by a transaction which,
in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting
of security under Applicable Law,

(iii) right of pre-emption, right of first offer, or refusal or transfer restriction in favour of any Person, or

(iv) any adverse claim as to title, possession or use.

“Equity Shares” means the equity shares of the Company, having a face value of INR 10 (Rupees ten only) each;

“Equity Share Capital” or “Share Capital” means the total issued and fully paid-up equity share capital of the Company
on a Fully Diluted Basis.

“ESOP Plan” means the employee stock option plan of the Company with an option pool of up to 65,496 (sixty five
thousand four hundred and ninety six) Equity Shares representing approximately 1.99% (one point ninety nine percent)
of the Equity Share Capital, as at the Closing Date. It is clarified that as on the Execution Date, no employees have been
identified as beneficiaries to the ESOP Plan.

“Execution Date” means 2nd May 2017.

“Fair Market Value” of the securities of any Person means, as on any date of determination, the fair value of any equity
securities (including, in case of the Company, the Securities) determined in the manner specifically provided under these
Articles and /or the SHA (including Clause 15.2 of the SHA for the purpose of a buy back under Article 17 (Company
Buyback) and Clause 24.3 of the SHA and Article 24.3 for the purpose of any of the consequences of a Material Event of
Default under Article 24 (Consequences of a Material Event of Default)); and if not specifically provided under these
Articles and / or the SHA, the fair value of any equity securities (including, in case of the Company, the Securities)
determined by an Approved Valuer.

“FDI Policy” means the Consolidated FDI Policy, issued by the Government of India and effective from 7 th June 2016,
as amended from time to time.

“FEMA Regulations” the Foreign Exchange Management Act, 1999, and the rules, regulations, circulars, press notes
and other delegated legislation framed thereunder and includes without limitation the Foreign Exchange Management
(Transfer or Issue of Any Foreign Security) Regulations, 2004; in each case, as amended from time to time.

“FIPB” means the Foreign Investment Promotion Board.

“Financial Year” means a period of 12 (twelve) months commencing from 1st April of any calendar year and ending on
31st March of the next calendar year, unless otherwise agreed in writing by the Company, the Promoters and the Investor.

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“FMCG Sector” shall have the meaning ascribed to it in Article 19.1.

“FMV Condition” shall have the meaning ascribed to the term in Article 23.9.3.

“FSSAI Act” means the Food Safety and Standards Act, 2006 and the rules and regulations framed thereunder;

“Fully Diluted Basis” means that the relevant calculation should be made assuming that all convertible preference shares,
outstanding options (including options granted under the ESOP Plan), warrants and other securities convertible into or
exercisable or exchangeable for Equity Shares (whether or not by their terms then currently convertible, exercisable or
exchangeable), have been so converted, exercised or exchanged, and such that the number concerned is expressed as a
number of Equity Shares.

“Global Vetmed” means Global Vetmed Concepts India Private Limited, a company incorporated under the Act, bearing
company identity number U15400TG2009PTC063052 and having its registered office at Suit No. 507, Topaz Building,
Amrutha Hills, Punjagutta, Hyderabad – 500034.

“Government Approvals” means any consent, approval, authorization, waiver, permit, grant, franchise, concession,
agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice, of, with or to any
Governmental Authority.

“Governmental Authority” means any governmental or statutory authority, governmental department, agency,
commission, board, tribunal or court or other entity authorised to make laws, rules or regulations or pass directions having
jurisdiction, or any state or other subdivision thereof or any municipality, district or other subdivision thereof having
jurisdiction in respect of the subject matter pursuant to Applicable Laws and includes the President of India, the
Government of India, the Governor and the Government of any State in India, any Ministry or Department of the same,
the Ministry of Company Affairs, SEBI, the RBI and the FIPB.

“Government Official” means any (i) employee or official of (a) a Governmental Authority, (b) an instrumentality of a
Governmental Authority, including any stateowned enterprise, government agency or government advisor, or (c) a public
international organization, or (ii) political party or party official.

“Immediate Relative” means the husband, wife, father, mother, son, daughter, brother, sister, spouse of each of son and
daughter, spouse and children of each of brother and sister, grandparents, grand children and spouses of grand children
of each of the Promoters who are individuals.

“Indebtedness” means with respect to the Company or any Subsidiary: (a) all liabilities for borrowed money, whether
current or funded, secured or unsecured, all obligations evidenced by bonds, debentures, notes or similar instruments,
and all liabilities in respect of mandatorily redeemable or purchasable capital stock or securities convertible into capital
stock; (b) all liabilities for the deferred purchase price of property; (c) all liabilities in respect of any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which liabilities are required
to be classified and accounted for under GAAP as capital leases; and/or (d) all liabilities for the reimbursement of any
obligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations of a type described
in (a), (b) or (c) above to the extent of the obligation secured, and all liabilities as obligor, guarantor, or otherwise, to the
extent of the obligation secured.

“Independent Director” shall have the meaning ascribed to it in Article 9.2.3 (c).

“Indian GAAP” means the generally accepted accounting standards and principles in India.

“INR” or “Rs.” means “Indian Rupees”, the lawful currency of the Republic of India.

“Investment Amount” shall, as of any given relevant date with respect to the Investor, mean such amount that has been
invested by the Investor to subscribe to, or purchase, the Securities held by it on such relevant date.

“Investor” refers to TPG Dodla Dairy Holdings Pte. Ltd., a company incorporated under the laws of Singapore, and
having its registered office at 80 Raffles Place, Number 15-01 UOB Plaza, Singapore 048624, which expression shall,
unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns.

“Investor Director” shall have the meaning ascribed to it in Article 9.2.3 (b).

“Investor Nominee” shall have the meaning ascribed to it in Article 23.2.

“Investor Observers” shall have the meaning ascribed to it in Article 9.2.17.

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“Investor Related Party” means (a) any Person Controlled by, under common Control with, or that Controls the Investor
(together with the Investor, “Investor Group”); or (b) any fund, investment vehicle or other entity formed or incorporated
in any jurisdiction which is managed by an entity in the Investor Group or in which any entity in the Investor Group has
a majority economic interest (together, “Investor Funds”).

“Issuance Agreement” means the agreement entered into between the Company, the Promoters and the Investor, dated
3 July 2017, inter alia, with respect to the right to subscribe provided for under Article 4.3 hereof.

“Key Employees” shall mean the Managing Director and the Chief Executive Officer of the Company.

Intentionally omitted

“Liquidation Event” means:

(a) the winding up or dissolution of the Company, either through a members’ or creditors’ voluntary
winding-up process or a court directed winding-up process, appointment of a provisional/official liquidator for
the Company, as the case may be, pursuant to a winding up petition; or

(b) a transaction (including an acquisition, merger, consolidation, sale, slump sale, lease, license or other
transfer of any business unit or division, or any form of corporate reorganization or restructuring) of the
Company resulting in the Shareholders of the Company immediately prior to such transaction retaining less than
50% (fifty percent) of the Share Capital or the voting share capital of the surviving entity immediately following
such transaction after giving effect to any conversion, exercise or exchange of any Equity Shares of the
Company; or

(c) any transaction (or a series of transactions) which would result in a change in Control of the Company
immediately following such transaction (or series of transactions).

“Losses” means any and all damages, losses, claims, costs and liabilities whatsoever, including interests and penalties
with respect thereto, out-of-pocket expenses, reasonable attorneys’ and accountants’ fees and disbursements. It is hereby
clarified that a Loss incurred or suffered by the Company which leads to a diminution in value of Securities held by the
Investor shall be deemed to be a direct Loss for the Investor. Losses shall however not include indirect, remote, special
or consequential losses arising in any manner or form.

“Material Adverse Effect” shall mean any:

(a) event, occurrence, fact, condition, change, development or effect that individually or together with any other
event, occurrence, fact, condition, change, development or effect affects the validity or enforceability of the
SHA or which has or may have a materially adverse effect on the Business, operations, prospects, financial
condition, Assets or liabilities of the Company or Subsidiaries; or

(b) material impairment of the ability of the Company and / or the Promoters and / or the Subsidiaries, as the case
may be, to perform their respective obligations under the SHA.

“Material Asset” shall mean any capital Asset or fixed Asset which individually has a market value of INR 50,000,000
(Rupees fifty million) or has an aggregate value of INR 150,000,000 (Rupees hundred and fifty million).

“Material Contract” means any contract, agreement, lease, sub-lease, license for property, hire or rental agreement,
promissory note, evidence of indebtedness, or other contract, undertaking or commitment (whether written or verbal) to
which the Company, the Promoters or any Subsidiary is a party (or to which their respective assets are bound) that (a) (i)
relates to the Company’s operations (excluding capital expense transactions) including but not limited to agreements with
vendors, distributors, suppliers which has a value of INR 2,500,000 (Rupees two million five hundred thousand only) or
above; or (ii) which relates to the Company’s capital expenditure which has a value of INR 50,000,000 (Rupees fifty
million only) or above. For the avoidance of doubt, a Material Contract would not include any contract where the value
is not fixed or ascertainable. For example, a contract entered into between the Company and a goods carrier services
company for the carriage of the Company’s milk products where the value under the contract is determined on a per
kilometre basis would not be a Material Contract; or (b) imposes any non-compete, non-solicitation or exclusivity
obligations on the Company or affects or limits the right or ability of the Company to carry on its business.

“Material Event of Default” means:

(a) any act or omission triggered by the Company or Promoters resulting in a breach of any of the following:

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 (i) Article 4 (Issue of Further Securities);

(ii) Article 5 (Restriction on Transfer of Company Securities);

(iii) Article 9.4.2 (Decision on Affirmative Vote Items) to the extent it relates to those affirmative vote items
set out in paragraphs (a), (b), (d) (only to the extent that it relates to the Company entering into a related
party transactions or any contract that limits the Company’s or Subsidiary’s ability to compete or any
Material Contract which is outside the usual and ordinary course of business), (f) (it is clarified for the
avoidance of doubt that, a performance deviation from the targets set out in the Business Plan or an
expenditure deviation from that set out in the Business Plan shall not be deemed to be a breach of the
obligations set out in paragraph (f)), (g) (provided that with respect to incurrence of any Indebtedness,
such Indebtedness exceeds the total amount approved by 10% (ten percent) or more), (h), (k), (l), (m)
(other than where any Material Contract is terminated by the counterparty, or terminates automatically
in accordance with the terms of such Material Contract), (n), (q), (r) (provided that the capital
expenditure exceeds the amount approved in the Business Plan by 10% (ten percent) or more) (u), (v)
(other than with respect to change in the corporate governance policy of the Company. It is clarified
that any change in the composition of the Board / the board of directors of a Subsidiary and / or the
various committees of the Board or the board of directors of a Subsidiary, or appointment and removal
of Directors that is undertaken in accordance with the these Articles or other understanding (in writing)
between the Company and the Investor, shall not be deemed to be a Material Event of Default
hereunder), (bb) (provided that any such payment exceeds that permitted under the Business Plan by
10% (ten percent) or more), (dd) and (ee) of the definition of “Affirmative Vote Items” under Article
1.1 (and the corresponding paragraphs of the definition of “Critical Affirmative Vote Items” under
Article 1.1, as applicable);

(iv) Clause 9 of the SHA;

(v) Article 14 (QIPO) only to the extent it relates to any of the Relevant QIPO Articles;

PROVIDED THAT, the Company and/or the Promoters shall not be considered to have committed a
Material Event of Default if the QIPO is not completed for any reasons beyond the control of the
Company and the Promoters despite the Company and the Promoters complying with Article 14; and

(vi) Article 19 (Non-Compete) (other than Article 19.3). Provided that, with respect to Articles 19.5(e) and
19.5(f), only a material breach of any obligations or covenants thereunder shall be a Material Event of
Default;

(b) in the event (i) a QIPO is not undertaken for any reason other than breach of any of the Relevant QIPO Articles
by the Company and/or the Promoters; and (ii) the Investor exercises its rights under Article 17 (Company
Buyback); and (iii) the Company does not Buyback the Investor’s Securities in accordance with Article 17
despite having sufficient cash to complete the Buyback; or

(c) any fraudulent act which leads to a material impairment of obligations and duties under these Articles by the
Company or the Promoters;

PROVIDED THAT, in case of a breach of the provisions specified in:

I. (a) (i)- (a) (v), above;

II. (a) (vi), above, only with respect to the provisions of Article 19.1 (only in situations where the name,
brand name, mark or logo “Dodla Dairy” is used by the Promoters or their Affiliates in relation to a
business which is not a Similar Business), Article 19.5(d) (only with respect to any act which adversely
affects or injures the goodwill of the Company, its Subsidiaries, or the word or the name “Dodla Dairy”
or other derivatives thereof), and Articles 19.5(e) and 19.5(f); or

III. (b) above;

such breach shall be a ‘Material Event of Default’ if it remains uncured for more than 60 (sixty) days from the
date of receipt by the Company and/or the Promoters (as the case may be) of written notification from the
Investor declaring such breach.

“Memorandum” means the memorandum of association of the Company as amended from time to time.

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“ODI” means overseas direct investment, as defined under the FEMA Regulations.

“Offtake KPIs” shall have the meaning ascribed to the term in Article 23.9.2.

“Person” means any individual, joint venture, company, corporation, partnership (whether limited or unlimited),
proprietorship, trust or other enterprise (whether incorporated or not), Hindu undivided family, union, association,
Governmental Authority or any other entity that may be treated as a person under Applicable Law.

“Portfolio Company” means any company in which the Investor has made investments in but does not include an
Investor Related Party.

“Pre-emptive Right” shall have the meaning ascribed to it in Article 4.1.1.

“Pre-emptive Right Holder” shall have the meaning ascribed to it in Article 4.1.1.

“Promoter(s)” shall mean Dodla Sunil Reddy, Dodla Sesha Reddy and Dodla Family Trust hbjsdjbdbsddscccdcDodla
Sunil Reddy, Dodla Sesha Reddy and Dodla Family Trust (hereinafter collectively referred to as the “Promoters”, which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include their legal heirs,
executors and administrators)Dodla Sunil Reddy, Dodla Sesha Reddy and Dodla Family Trust (hereinafter collectively
referred to as the “Promoters”, which expression shall, unless repugnant to the context or meaning thereof, be deemed
to mean and include their legal heirs, executors and administrators)Dodla Sunil Reddy, Dodla Sesha Reddy and Dodla
Family Trust (hereinafter collectively referred to as the “Promoters”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include their legal heirs, executors and administrators)

“Promoter Director” shall have the meaning ascribed to in Article 9.2.3 (a).

“Promoter SPA” means the share purchase agreement entered into by and between the Promoters, the Investor and the
Company on 2nd May 2017.

“RBI” means the Reserve Bank of India.

“Recognised Stock Exchange” shall have the meaning ascribed to the term in Article 14.1.

“Related Party” means:

(i) any Shareholder, Director, Key Employee, or any Promoter;

(ii) any Affiliate of the Company, Shareholder, Promoter or Director;

(iii) any other Person in which any Promoter(s) has / have any direct or indirect (including through any other entity)
interest (provided that, the interest of such Promoter(s) represents at least 2% of the shares of such company);

(iv) any beneficiary of the Trust;

(v) any other Persons as are defined as “related party” for the Company under the Act or under the Indian
Accounting Standards or GAAP.

“Relative” shall have the meaning ascribed to the term under Section 6 of the Act.

“Relevant QIPO Articles” shall mean the provisions of:

(i) Article 14.1;

(ii) Article 14.2;

(iii) Article 14.3;

(iv) Article 14.4 (only to the extent that (i) the Company and the Promoter are required to execute a mandate
in favour of the Merchant Banker for implementing the QIPO; and (ii) the ‘necessary steps’ required to be
undertaken therein by the Promoters shall be construed to mean ‘only those steps required to be taken by the
Company and the Promoters under Applicable Law to enable implementation of the QIPO of the Company in

439
 accordance with Article 14 and the ‘co-operation’ required to be provided therein shall be construed to mean
‘cooperation reasonably requested by the Investor’);

(v) Article 14.6; and

(vi) Article 14.9 (only if the Promoters and the Company do not use all efforts to (including, without
limitation, taking or not taking, actions reasonably required by the Investor) to carry out the actions set out in
sub-article (a) and (b) thereunder).

“RHP” means the red herring prospectus which is required to be filed by the Company with the Registrar of Companies
in connection with the QIPO in accordance with Applicable Law.

“Sanctions Laws and Regulations” means all laws concerning embargoes, economic sanctions, export restrictions, the
ability to make or receive international payments, the ability to engage in international transactions, or the ability to take
an ownership interest in assets located in a foreign country, which are administered or enforced by the United States, the
United Nations Security Council, the European Union, the United Kingdom, or any other jurisdiction where the Company
operates.

“Sanctions Target” means any Person with whom dealings are restricted or prohibited by Sanctions Laws and
Regulations, including (i) any Person identified in any sanctions list maintained by (a) the United States Department of
Treasury, Office of Foreign Assets Control, the United States Department of Commerce, Bureau of Industry and Security,
or the United States Department of State, (b) the United Nations Security Council, (c) the European Union, or (d) HM
Treasury of the United Kingdom; (ii) any Person located, organised, or resident in, or a Government Authority or
government instrumentality of, a country or territory with which dealings are prohibited by Sanctions Laws and
Regulations or where restrictions imposed by Sanctions Laws and Regulations are otherwise applicable to the Person,
and (iii) any Person directly or indirectly 50% or more owned or controlled by, or acting for the benefit or on behalf of,
a Person described in (i) or (ii).

“Securities” or “Shares” means the Equity Shares, or any securities convertible into Equity Shares, any partially or fully
convertible debentures, preference shares or any warrants, options, coupons or instruments which may enable the holder
thereof to acquire Equity Shares of, or any voting rights in, the Company or any Subsidiary.

“SHA” means the Shareholders’ Agreement (read together with the Recitals, Annexure and Schedules attached thereto),
as amended, supplemented, or replaced or otherwise modified from time to time, entered into by and between the
Company, the Promoters and the Investor, on 2 May 2017.

“Share Capital” means the total issued, subscribed and paid up equity share capital of the Company, determined on a
Fully Diluted Basis.

“Shareholder” means a registered holder of at least 1 (one) Security.

“Shareholding Percentage” means the percentage of the Share Capital held by a Shareholder in the Company.

“Subsidiary” means any subsidiaries of the Company as defined under the Act, and includes the Company Subsidiaries
and every other Person that becomes a Subsidiary of the Company (and includes, without limitation, any Person that is
Controlled by the Company). It is clarified that Global Vetmed is not a Subsidiary of the Company.

“Tax” or “Taxes” or “Taxation” means all forms of taxation (direct and indirect), duties (including stamp duties), levies,
imposts in the nature of tax including without limitation corporate income tax, withholding tax, value added tax, customs
and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, real estate taxes, service tax,
other municipal taxes and duties, environmental taxes and duties and any other type of taxes or duties in any relevant
jurisdiction, together with any interest, penalties, surcharges or fines relating thereto, due, payable, levied, imposed upon
or claimed to be owed in any relevant jurisdiction.

“Third Party” means any Person who is not a Promoter, the Investor or the Company (an Affiliate thereof).

“Transaction Documents” shall mean the SHA, the Promoter SPA and these Articles.

Effective from the Investor Issuance Closing Date (as defined in the Issuance Agreement), the above definition of
Transaction Documents shall be automatically substituted by the following paragraph, without the need for any further
actions from the Board of Directors or Shareholders of the Company:

““Transaction Documents” shall mean the SHA, the Promoter SPA, these Articles, the Issuance Agreement and any
440
 other document or agreement entered into pursuant to, or to effect, the Transaction.”

“Transfer” means (in either the noun or the verb form and including all conjugations thereof with their correlative
meanings), with respect to any ownership interests (including, without limitation, legal and beneficial ownership interests
in Securities), the direct or indirect sale, assignment, Encumbrance, transfer or other disposition (whether for or without
consideration, whether directly or indirectly, whether voluntary or involuntary or by operation of law) of any such
ownership interests or of any direct or indirect beneficial interest therein or the creation of any third party interest in or
over such ownership interests.

“Trust” shall have the meaning ascribed to it in Article 5.6.2.

1.2 Interpretation.

In construing these Articles, unless the context requires otherwise:

(a) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of these
Articles;

(b) time is of the essence in the performance of the Company’s, and the Shareholders’ respective obligations. If any
time period specified herein is extended in writing by the Company, and the Shareholders, such extended time
shall also be of the essence;

(c) references to one gender include all genders;

(d) words in the singular shall include the plural and vice versa;

(e) any reference to an Article, Clause or Paragraph shall be deemed to be a reference to an article, clause or
paragraph of these Articles;

(f) references to (a) these Articles; (b) any document; or (c) a specific provision of these Articles or any other
document are to these Articles, that document or specific provision of these Articles or other document (as the
case may be) as in force for the time being and as amended from time to time in accordance with the terms of
these Articles or that document, as the case may be, with the consent/approval of the Company, the Investor and
the Promoters (as the case may be), to these Articles or that document, as the case may be;

(g) unless otherwise specified, time periods within or following which any payment is to be made or act is to be
done shall be calculated by excluding the day on which the period commences and including the day on which
the period ends and by extending the period to the following Business Day if the last day of such period is not a
Business Day;

(h) the words and phrases “in particular”, “including”, “for example” or “such as” are neither to be used as, nor are
to be interpreted as, words of limitation and shall not limit the generality of any preceding words or be construed
as being limited to the same class as the succeeding words where a wider construction is possible;

(i) a reference to any statute or statutory provision includes any subordinate legislation made under it and any
provision which it has re-enacted (with or without modification), and any provision superseding it or re-enacting
it (with or without modification) from time to time;

(j) the terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to these Articles as a
whole;

(k) in the absence of a definition being provided for a term, word or phrase used in these Articles, no meaning shall
be assigned to such term, word or phrase which derogates or detracts in any way from the intent of these Articles;

(l) where any statement in these Articles is qualified by any Person’s knowledge, information, belief or awareness
or any similar expression, that statement shall be deemed to include the knowledge, information, belief or
awareness that such Person would have had if such Person had taken reasonable steps to examine all the
information available to him and made due and careful inquiries and investigations;

(m) where any obligation under these Articles (“Subject Obligation”) requires a Government Approval in order for
the Subject Obligation to be performed validly, then the Subject Obligation shall be deemed to include the

441
 obligation to apply for, obtain, maintain and comply with the terms and conditions of, all such Government
Approvals;

(n) any reference to documents in the “Agreed Form” shall mean documents that are in such form, and containing
such content, that has been approved in writing by the Investor and the Promoters;

(o) where any obligation is imposed on the Company under these Articles or any of the Transaction Documents, it
will be deemed that the Key Promoters have a corresponding obligation to cause the Company to comply with
its obligation and that the Key Promoters will exercise all their powers (including voting powers) and take all
necessary steps and do or cause to be done all acts, deeds and things, commissions or omissions as required to
ensure compliance by the Company of all of the obligations of the Company under these Articles and each
Transaction Document to which the Company is party;

(p) where any obligation is imposed on the Promoters under these Articles or the Transaction Documents
(irrespective of whether or not such obligation on the Promoters is independent to or in conjunction with the
same obligation being placed on the Company), the Promoters will have a corresponding obligation to cause
themselves to exercise all their powers (including voting powers) and take all necessary steps and do or cause
to be done all acts, deeds and things, commissions or omissions as required to ensure compliance with such
obligation of the Promoters;

(q) save and except as otherwise expressly provided in these Articles, any obligation, covenant, or undertaking
hereto that is expressed to be made, undertaken or given by the Promoters is deemed to be jointly and severally
undertaken and given by each of the Promoters. Any obligation, covenant, warranty, representation or
undertaking hereto that is expressed to be made, undertaken or given by the Key Promoters is deemed to be
jointly and severally undertaken and given by each of the Key Promoters, both in their individual capacity, and
in their capacity as the trustees of the Trust, and the Trust upon the Trust becoming a Shareholder (in each case
pursuant to Article 5.6.2);

(r) the term “Promoter” or “Promoters” in these Articles shall include Affiliates of the Promoters (including the
Trust) who shall hold any Securities after the Execution Date and the rights and obligations of the Promoters
shall apply equally to such Affiliates;

(s) the term “Investor” in these Articles shall include Affiliates of the Investor who shall hold any Securities after
the Execution Date and the rights and obligations of the Investor shall apply equally to such Affiliates (and, for
calculating the Shareholding Percentage of the Investor, the shareholding of the Investor and its Affiliates shall
be aggregated);

(t) in the event that the provisions of Article 25.1(b) are applicable, any reference in these Articles to Affirmative
Vote Items, or to any of the Affirmative Vote Items set out at any paragraph of the definition of Affirmative
Vote Items under Article 1.1 shall be deemed to be a reference to Critical Affirmative Vote Items, or the
corresponding paragraphs of the definition of Critical Affirmative Vote Items at Article 1.1, as the case may be;
and

(u) substantive portions of any provision of this Article 1 shall be given effect accordingly.

2 BUSINESS

2.1 The Company shall commence business or exercise any borrowing after the requirement of Section 11 of the Act, shall
have been complied with.

2.2 Except as provided by Section 67 of the Act no part of funds of the Company shall be employed in the purchase of the
shares of the Company whether directly or indirectly and whether by means of a loan, guarantee, provision of security,
or otherwise by providing any financial assistance for or in connection with the purchase of, or subscription made, to any
person for any shares in the Company.

2.3 The Company shall, and the Promoters shall ensure that, the Company and its Subsidiaries shall carry on the Business in
accordance with the FDI Policy, these Articles and other Applicable Laws.

3 SHARE CAPITAL OF THE COMPANY

The share capital of the Company is as mentioned in Clause 5 of the Memorandum of Association of the Company. The
paid up capital of the company shall not be less than Rs. 5,00,000/- (Rupees Five Lac) or such higher sum as may be
prescribed by the Act.
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4 ISSUE OF FURTHER SECURITIES

4.1 Pre-emptive Rights

4.1.1 Unless otherwise agreed to in writing by the Parties, , in the event the Company is desirous of issuing any new Securities
(excluding an issuance on account of any issue of Equity Shares pursuant to the ESOP Plan or a QIPO) (the “Proposed
Issuance”), the Company shall provide to the Shareholders (each, a “Pre-emptive Right Holder”) in priority to any
Third Party, a pre-emptive right of subscription in such Proposed Issuance, on a pro rata basis, based on their respective
inter-se Shareholding Percentage in the Company prior to the Proposed Issuance such that the Pre-emptive Right Holders
are able, if they fully exercise their Pre-emptive Right in accordance with this Article 4.1, to maintain their respective
Shareholding Percentages as existing in the Company immediately prior to the date of the Proposed Issuance (the “Pre-
emptive Right”). The Promoters and the Investor shall have the right to exercise their respective Pre-emptive Rights
either directly or through their respective Affiliates, and any other Shareholder shall have the right to exercise its Pre-
emptive Rights either directly or through any body corporate Controlled by such Shareholder (“Controlled Entity”),
subject to execution of the Deed of Adherence in the form set out in Annexure 3 to the SHA (“Deed of Adherence”), by
such Affiliates. In the event any such Affiliate or Controlled Entity, as the case maybe, who holds the Securities of the
Company pursuant to the foregoing, ceases to be an Affiliate or Controlled Entity of such Shareholder, respectively, then
such Shareholder shall immediately buy back or otherwise acquire the Securities from such Affiliate or Controlled Entity
or have such Securities transferred to any other Affiliate or Controlled Entity subject to execution of the Deed of
Adherence by such Affiliate or Controlled Entity.

4.1.2 The Pre-emptive Right shall be offered by the Company by issuing a written notice to each Pre-emptive Right Holder
(the “Issuance Notice”) setting forth in detail the terms of the Proposed Issuance, including the price for the Proposed
Issuance (the “Issuance Price”), the proposed date of closing of the Proposed Issuance (which shall not be less than 90
(ninety) Business Days from the date of the Issuance Notice) and the number of Securities proposed to be issued (the
“Issuance Shares”) and the proportionate number of Issuance Shares to which each Pre-emptive Right Holder is entitled
to subscribe (based on such Pre-emptive Right Holder’s then-existing Shareholding Percentage).

4.1.3 If a Pre-emptive Right Holder wishes to exercise its Pre-emptive Right, then such Preemptive Right Holder shall inform
the Company within a period of 30 (thirty) Business Days from the date of receipt of the Issuance Notice that it wishes
to exercise the Preemptive Right and the number of Securities it proposes to subscribe to in such Proposed Issuance (an
“Exercising PE Right Holder”). To the extent that a Pre-emptive Right Holder (or its Affiliate or Controlled Entity, as
the case maybe) does not wish to exercise or fully exercise its right to subscribe for its full entitlement, the Company
shall notify the other Exercising PE Right Holders (the “Additional Entitlement Notice”) accordingly and such
Exercising PE Right Holders shall have the right, but not the obligation, to subscribe to any such unsubscribed portion of
the Issuance Shares also on a pro rata basis (as between the Exercising PE Right Holders) and, for this purpose, the
Exercising PE Right Holders shall provide notice of their intention to subscribe to such unsubscribed portion of the
Issuance Shares within 30 (thirty) Business Days of the receipt of the Additional Entitlement Notice. Thereafter, within
60 (sixty) Business Days from the date of receipt of the Issuance Notice, the Exercising PE Right Holders shall pay for,
and subscribe to, such number of the Issuance Shares as they have notified the Company they wish to subscribe to (subject
to a maximum of such Exercising PE Right Holder’s total pro rata entitlement in such Proposed Issuance) at the Issuance
Price and on the terms and conditions set out in the Issuance Notice. The aforementioned 60 (sixty) Business Days’ period
shall be extended by such further period as may be mutually agreed between the Company and the Exercising PE Right
Holders, if any Government Approvals are required for such purchase and payment by the Exercising PE Right Holders
(the “Extended Period”). Subject to the receipt of the payment against exercise of the relevant Pre-emptive Right by
each Exercising PE Right Holder, the Company shall issue and allot the Issuance Shares to each Exercising PE Right
Holder on the date of closing of the Proposed Issuance as stated in the Issuance Notice. To the extent that any Pre-emptive
Right Holder (or its Affiliate or Controlled Entity, as the case maybe, to whom it has renounced its portion of the Proposed
Issuance) does not fully exercise its right to subscribe for its full entitlement or in the event any Exercising PE Right
Holder (or its Affiliate or Controlled Entity, as the case maybe, to whom it has renounced its portion of the Proposed
Issuance) fails to pay the Issuance Price after exercising their Pre-emptive Right, the other Exercising PE Right Holders
(or their Affiliates or Controlled Entities, as the case maybe) shall have the right to subscribe to any such unsubscribed
Issuance Shares on a pro rata basis based on their respective Shareholding Percentages (as between themselves) within
30 (thirty) Business Days from the expiry of such 60 (sixty) Business Day period or of the Extended Period, as the case
may be.

4.1.4 The price at which the Proposed Issuance shall be made by the Company will be determined by a majority of the Board
subject to the Investor’s affirmative vote rights as contained in the Affirmative Vote Items under Article 9.4.2.

4.2 More Favourable Rights and Anti-Dilution Protection

4.2.1 Notwithstanding anything to the contrary contained herein or without the prior written consent of the Investor, the
Company and the Promoters will not provide to any Person (including any of the Shareholders or their Affiliates), directly
or indirectly, any rights, interests, entitlements or protections more favourable than those provided to the Investor under
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 these Articles. Provided that, nothing in this Article shall prevent any Person from exercising any rights, interests,
entitlements or protections more favourable than those provided to the Investor under these Articles if consented to by
the Investor, in writing.

4.2.2 In the event, any rights, interests, entitlements or protections given to any other Person are more favourable than those
available to the Investor under these Articles, then the Investor will have the right to request an amendment to these
Articles to ensure that the Investor is granted such additional rights, interests, entitlements or protections under these
Articles with retroactive effect (subject to Applicable Law). The Shareholders will, and will cause the Company to, take
all steps as may be necessary to amend these Articles to give effect to the modified rights of the Investor, including
passing any necessary written resolutions of the Shareholders or the Board.

4.3 Right to Subscribe

4.3.1 At any time on or prior to 31st March 2018, the Investor shall have the right (but not an obligation) to subscribe to such
number of Equity Shares as detailed in Clause 4.3 of the SHA and in the Issuance Agreement, at such price as set out in
Clause 4.3 of the SHA and the Issuance Agreement, and if such right is exercised, the Company shall (and the Promoters
shall cause the Company to) issue and allot to the Investor such Equity Shares. It is acknowledged that the Company, the
Promoters and the Investor have entered into the Issuance Agreement, and that any issuance pursuant to this Article 4.3.1
shall be governed by the terms hereof, the SHA, and the Issuance Agreement.

4.3.2 On or before the date on which the Board of the Company passes a board resolution to commence the process pertaining
to any public offering of the Company’s Equity Shares, and provided that the Investors have exercised the right under
Article 4.3.1 above, the Promoters shall have the right to require the Company to issue to the Promoters, and the Company
shall issue to the Promoters, up to such number of Equity Shares as is equivalent to the number of Equity Shares issued
to the Investor under Article 4.3.1 above, at such price as set out in Clause 4.3 of the SHA and the Issuance Agreement.
It is clarified that no representations or warranties would be provided by the Company or the Investor to the Promoters
in connection with the aforesaid issuance to the Promoters. It is acknowledged that any issuance pursuant to this Article
4.3.2 shall be governed by the terms hereof, the SHA, and the Issuance Agreement.

4.3.3 The provisions of Articles 4.1, 4.2 and 9.4.2 (and corresponding provisions of the SHA) shall not apply with respect to
any issuance of Shares pursuant to and in accordance with Clauses 3 and 4 of the Issuance Agreement. For the avoidance
of doubt, it is clarified that any issuance of the Shares pursuant to and in accordance with, Clauses 3 and 4 of the Issuance
Agreement, shall not be deemed to be a Material Event of Default hereunder.

5 RESTRICTIONS ON TRANSFER OF COMPANY SECURITIES

5.1 No Shareholder of the Company shall, directly or indirectly, Transfer any Securities or any legal or beneficial interest
therein, except in compliance with these Articles, unless otherwise agreed in writing by the Investor and the Promoters.

5.2 Notwithstanding anything contained in these Articles, no Shareholder shall Transfer any Securities to any Competitor
except with the prior written consent of the other Shareholders, provided that the Investor may Transfer its Securities to
a Competitor: (a) if the Investor has not been provided with an exit under any of Articles 14 to 17 which has resulted in
a transfer of all of the Investor’s Securities, despite having requested for the same; or (b) upon the occurrence of a Material
Event of Default.

5.3 Any agreement or arrangement to Transfer any Securities other than in the manner set out in these Articles shall be null
and void. The Company shall not record any such Transfer or agreement or arrangement to Transfer on its books and
shall not recognise or register any equitable or other claim to, or any interest in, such Securities which have been
Transferred in any manner other than as permitted under these Articles (unless agreed to in writing by the Promoters and
the Investor) and all such Transfers shall be deemed to be a breach of these Articles.

5.4 Transfer by the Investor

5.4.1 The Investor shall be permitted to freely Transfer any, or all, of its Securities to its Affiliates, other than Portfolio
Companies (“Permitted Affiliates”), without any restriction whatsoever subject to:

(a) The Investor giving the Company and the Promoters prior notice of at least 5 (five) days, such notice specifying
the identity of the Permitted Affiliate (and providing evidence, satisfactory to the Company, of the Investor’s
affiliation with such Permitted Affiliate);

(b) execution of the Deed of Adherence by such transferee; and

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 (c) in the event any Permitted Affiliate who holds the Securities of the Company ceases to be an Affiliate of the
Investor, then the Investor shall immediately buy back or otherwise acquire the Securities from such Permitted
Affiliate or have such Securities transferred to any other Permitted Affiliate subject to the conditions of this
Article 5.4.1 (including the execution of the Deed of Adherence by such Affiliate).It is clarified, for the
avoidance of doubt, that Article 5.5 shall not be applicable to any Transfers by the Investor pursuant to this
Article 5.4.1

5.4.2 The Investor shall have the right to Transfer any, or all, of its Securities to any Third Party or an Affiliate which is a
Portfolio Company (the “Proposed Transferee”), subject to Article 5.5 and the execution of the Deed of Adherence by
the Proposed Transferee. Notwithstanding anything contained in these Articles, the Investor shall be permitted to freely
Transfer any, or all, of its Securities to any Person (including a Portfolio Company and/or a Competitor) upon the
occurrence of a Material Event of Default.

5.4.3 Without prejudice to Articles 5.4.1 and 5.4.2, the Investor shall be entitled to Transfer all, or any, of the Securities held
by it along with such rights vested with the Investor to the Proposed Transferee, as the Investor may deem fit.

5.4.4 For the avoidance of doubt, it is clarified that (i) upon a Transfer of Securities to the Proposed Transferee, the Investor
(along with its Affiliates) and the Proposed Transferee may exercise their rights independently and separately, provided
that there shall not be any duplication of rights between the Investor (along with its Affiliates) and the Proposed
Transferee (it being clarified that any inter-se arrangement between the Investor (along with its Affiliates) and the
Proposed Transferee shall not be prohibited); and (ii) the cumulative rights of the Investor (along with its Affiliates) and
the Proposed Transferee cannot exceed the rights originally exercisable by the Investor (along with its Affiliates) under
these Articles; i.e., the Proposed Transferee and the Investor (along with its Affiliates) cannot (a) collectively appoint
more than 2 (two) Directors; or (b) each exercise an affirmative voting right in relation to the Affirmative Vote Items.

5.4.5 The Company and the Promoters shall be required to provide necessary co-operation and assistance (including providing
representations, warranties and indemnities as required, giving access to personnel and documents that may be required
by the Investor and the Proposed Transferee for carrying out any due diligence on the Company and its Business) as
reasonably requested by the Investor to facilitate the Transfer of such Securities to the Proposed Transferee.

5.4.6 The Investor shall be entitled to create an Encumbrance on any of its Securities (whether now owned or hereafter acquired
by them and whether in one or more tranches) to, or in favour of, any bank or financial institution for the purposes of a
genuine financing transaction, provided that it intimates each of the Company and Key Promoters of the creation of such
Encumbrance at least 10 (ten) Business Days prior to the creation of such Encumbrance and provides details relating to
the percentage of Securities being pledged and the bank / financial institution in favour of which the Securities are being
pledged. For the avoidance of doubt, it is clarified that in the event of the enforcement of the security created by any such
Encumbrance which would result in the Transfer of such Encumbered Securities, (i) the provisions of Article 5.2 shall be
applicable, and (ii) the Investor shall engage in good faith discussions with the bank / financial institution in whose favour
the Securities have been pledged to provide the Promoters with a Right of First Offer (in accordance with the terms of
Article 5.5) prior to such enforcement of the security by the relevant bank / financial institution.

5.4.7 In the event that any shares of the Investor are pledged in favour of any bank or financial institution, the Investor shall
intimate each of the Company and Key Promoters of the same within 5 (five) Business Days of creation of such pledge.
For the avoidance of doubt it is clarified that, with respect to such intimation, the Company and the Key Promoters shall
be bound by the confidentiality obligations under Clause 19 of the SHA.

5.5 Right of First Offer

5.5.1 Subject to Articles 5.4.1, Article 5.4.2 (as it relates to a Transfer by the Investor upon the occurrence of a Material Event
of Default) and the Exit Articles, if the Investor (the “Selling Investor”) proposes to Transfer all, or a portion of, the
Securities held by it in the Company to any Proposed Transferee, then the Promoters shall have a right of first offer (the
“Right of First Offer”) to purchase such Securities as provided in this Article 5.5, unless otherwise agreed to in writing
between the Promoters and the Investor.

5.5.2 For this purpose, the Selling Investor shall issue a written notice to the Promoters indicating its intention to Transfer all,
or any portion of, the Securities (the “ROFO Initiation Notice”) held by it, which notice shall state the number of
Securities proposed to be Transferred (the “ROFO Offered Securities”).

5.5.3 In the event that any of the Promoters intend to offer to purchase the ROFO Offered Securities (“Offering Promoters”),
such Promoters shall jointly give an unconditional, irrevocable and binding offer to the Selling Investor (the “ROFO
Offer”) to purchase all (but not a portion) of the ROFO Offered Securities for cash consideration only, at an offer price
per Security (the “Offer Securities Price”) set out in a written notice (the “ROFO Offer Notice”) delivered to the Selling
Investor within 30 (thirty) Business Days of the receipt of such ROFO Initiation Notice (the “Notification Period”). If

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 more than one Promoter proposes to acquire the ROFO Offered Securities, the ROFO Offer Notice shall provide details
of the proportion in which such ROFO Offered Securities will be acquired. Further, and together with the delivery of the
ROFO Offer Notice, the Offering Promoters shall also provide evidence (as may be reasonably requested by the Investor,
including, without limitation, bank account statements or debt commitment letters, if the Offering Promoters intend to
debt finance the acquisition of the ROFO Offered Securities) that the Offering Promoters can fund, and shall represent
that they have sufficient cash funds to pay, the Offer Securities Price for 100% (hundred percent) of the ROFO Offered
Securities. If the Offering Promoter fails to issue a ROFO Offer within the Notification Period or elects not to offer to
acquire the ROFO Offered Securities, then the Selling Investor shall have the right (but not the obligation) to Transfer
the ROFO Offered Securities to any Proposed Transferee at any price within 180 (one hundred and eighty) Business Days
from the expiry of the Notification Period.

5.5.4 If the Selling Investor wishes to accept the ROFO Offer, the Selling Investor shall notify the Offering Promoters of its
acceptance of the ROFO Offer by way of written notice (the “ROFO Acceptance Notice”) to the Offering Promoters
within 30 (thirty) Business Days of receiving the ROFO Offer Notice (the “ROFO Acceptance Period”). Completion
of the sale and purchase of the ROFO Offered Securities (the “ROFO Closing”) shall take place within 30 (thirty)
Business Days from the date of the ROFO Acceptance Notice (the “ROFO Closing Long Stop Date”). If the ROFO
Closing does not take place by the ROFO Closing Long Stop Date, then the Transfer of the ROFO Offered Securities
shall be deemed to be cancelled and terminated, provided that the Selling Investor and the Offering Promoters may agree
in writing to extend the ROFO Closing to a date later than the ROFO Closing Long Stop Date.

5.5.5 The receipt of consideration from the Offering Promoters for the sale of the ROFO Offered Securities, pursuant to this
Article 5.5, shall be deemed a representation and warranty that the Selling Investor has (a) full right, title and interest in
and to such ROFO Offered Securities free and clear of all Encumbrances, other than as provided in the SHA and/or these
Articles; and (b) all necessary power and authority and has taken all necessary actions to authorise the sale of the ROFO
Offered Securities to the Offering Promoters in the manner contemplated in this Article 5.5. The Selling Investor shall
not be required to provide any other representations, warranties or indemnities for the sale of the ROFO Offered Securities
to the Offering Promoter pursuant to this Article 5.5.

5.5.6 If: (a) the Selling Investor does not accept the ROFO Offer for any reason whatsoever; or (b) the sale and purchase of the
ROFO Offered Securities is not completed within the ROFO Closing Long Stop Date, then the Selling Investor shall have
the right (but not the obligation) to Transfer the ROFO Offered Securities to any Proposed Transferee at a price per
Security (which may be a combination of cash and non-cash components) which shall not be less than the Offer Securities
Price (“ROFO Transfer Price”) within 180 (one hundred and eighty) Business Days from the expiry of the ROFO
Acceptance Period or the ROFO Closing Long Stop Date (as the case may be) (“ROFO Revival Date”). It is hereby
clarified that the ROFO Transfer Price may be a combination of cash and non- cash consideration, provided that in the
event the non-cash consideration consists of components of which the market value is not readily ascertainable at the
time of such Transfer, the Investor shall appoint an Approved Valuer to ascertain the value of such components, and
provide a copy of the report of such Approved Valuer in relation to the same to the Promoters.

5.5.7 The Company, the Promoters and the Investor shall be required to provide necessary cooperation as reasonably requested
to facilitate the Transfer of the ROFO Offered Securities to the Offering Promoters.

5.5.8 If the Selling Investor has not completed the sale of the ROFO Offered Securities to any Proposed Transferee in
accordance with Article 5.5 prior to the ROFO Revival Date for any reason whatsoever, the ROFO Intimation Notice
shall be null and void, and the provisions of this Article 5.5 shall be once again complied with, prior to consummating a
sale of the Securities held by the Investor.

5.5.9 Notwithstanding anything contained above, in the event the Offering Promoters provide notice to the Selling Investor,
during the Notification Period, stating that they are able to acquire only a portion of the ROFO Offered Securities
(“ROFO Acceptance Securities”), the Company, the Promoters and the Investor will enter into discussions (on a best
effort basis) to determine whether the ROFO Acceptance Securities can be acquired by the Offering Promoters and the
remaining portion of the ROFO Offered Securities can be bought back by the Company in accordance with Applicable
law, provided that any acquisition of the ROFO Offered Securities by the Company in accordance with the foregoing
shall require the prior written consent of the Investor.

5.6 Transfer by the Promoters

5.6.1 Subject to Article 5.6.2 below, none of the Promoters shall Transfer or create any Encumbrances on any of their Securities
(whether now owned or hereafter acquired by them in one or more tranches) to, or in favour of, any Person unless
otherwise agreed to in writing by the Investor.

5.6.2 The Promoters may (a) freely Transfer all (or a portion) of the Securities to a trust settled by them, and set up under the
Trust Act or other Applicable Law relating to private trusts in India, for the benefit of their Immediate Relatives, provided

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 that (i) Promoter 1 and Promoter 2 or any entity controlled by Promoter 1 and / or Promoter 2 shall be sole trustees of
such trust and the only beneficiaries to such trust shall be the Immediate Relatives of Promoter 1 (the “Trust”); and (ii)
the trustees of the Trust shall execute a Deed of Adherence; and (b) freely Transfer the Securities held by them inter se
amongst themselves or to an Affiliate, provided that:

(a) the Promoter gives to the Company and the other Shareholders (including the Investor) prior notice of
at least 5 (five) days, such notice specifying the identity of the Affiliate (and providing evidence, satisfactory to
the Investor, of the Promoter’s affiliation with such Affiliate);

(b) such Affiliate agrees to be bound by the terms and conditions of the SHA by executing a Deed of
Adherence;

(c) in the event any Affiliate of a Promoter who holds the Securities of the Company ceases to be an
Affiliate of the Promoter, then such Promoter shall immediately buy back or otherwise acquire the Securities
from such Affiliate or have the same transferred to any other Affiliate subject to the conditions of this Article
5.6 (including the execution of the Deed of Adherence by such Affiliate); and

(d) notwithstanding the Transfer of Securities by the Promoters to an Affiliate under this Article 5.6, the
Promoters shall remain a party to the SHA and shall be jointly and severally liable for the performance by the
Affiliate (including the Trust) of its obligations under the SHA and these Articles, and the SHA and these
Articles shall be interpreted accordingly.

In the event of Transfer of Securities by the Promoters to a Trust, Promoter 1 and Promoter 2 shall continue to act as the
Key Promoters for the purposes of the SHA and these Articles and the trustees along with the beneficiaries of the trust,
shall be deemed to be “Promoters” for all purposes under the SHA and these Articles. During the term of the SHA: (i)
Promoter 1 shall continue to hold Securities aggregating to not less than 1% (one percent) of the Share Capital of the
Company, and (ii) any change in the beneficiaries of the Trust, other than a change within the Immediate Relatives of
Promoter 1, shall be undertaken with the prior consent of the Investor, and any change which is not in accordance with
the aforesaid shall be treated as a Transfer of Shares in breach of the SHA and these Articles. In relation to any obligation
or right of the Promoters, such obligations and rights (a) shall continue to be exercised by such Promoter to the extent
that its Securities are held directly (i.e., outside the Trust); (b) shall be exercised by the trustees of the Trust for those
Securities which form part of the Trust.

5.7 Right of First Refusal

5.7.1 Subject to the provisions of Article 5.6, if one or more Promoters (each a “Selling Party”) proposes to Transfer all, or a
portion, of the Securities held by it in the Company (the “ROFR Offer Securities”) to any Third Party (the “Proposed
Third Party Transferee”), then each Selling Party shall, prior to executing any binding definitive agreement with the
Proposed Third Party Transferee, first give a written notice (the “ROFR Offer Notice”) to the Investor, and provide the
Investor with an unconditional, irrevocable and binding offer to sell the ROFR Offer Securities on the terms and
conditions agreed between such Selling Party and the Proposed Third Party Transferee as detailed in the ROFR Offer
Notice (the “Right of First Refusal”).

5.7.2 ROFR Offer Notice

The ROFR Offer Notice shall, inter alia:

(a) state the number of ROFR Offer Securities proposed to be sold by each Selling Party;

(b) contain a representation that the ROFR Offer Securities are free and clear of any Encumbrances;

(c) set out the name and details of the Proposed Third Party Transferee;

(d) state the terms and conditions of such sale, including the aggregate price payable for the ROFR Offer
Securities (the “ROFR Offer Price”) at which the ROFR Offer Securities are proposed to be
Transferred which shall only be payable in cash;

(e) state the proposed date of consummation of the proposed Transfer;

(f) contain representations that the Proposed Third Party Transferee has been informed in writing of: (i)
the fact that the Investor is a Shareholder; and (ii) the Right of First Refusal and the Tag Along Right
of the Investor;

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 (g) contain a representation that the Proposed Third Party Transferee has agreed to purchase all the ROFR
Offer Securities and the Tag Along Securities required to be purchased in accordance with the terms of
these Articles and the SHA (including executing a Deed of Adherence); and

(h) contain a representation that no consideration (including a refund or a discount), tangible or intangible,
is being provided, directly or indirectly, to any Selling Party and/or to any of its Affiliates, over and
above the ROFR Offer Price on the transfer of the ROFR Offer Securities.

5.7.3 The ROFR Offer Notice shall be accompanied by documentary evidence (which may include emails exchanged between
a Selling Party and the Proposed Third Party Transferee) setting out the terms offered by the Proposed Third Party
Transferee, including the terms and price specified in Article 5.7.2(d) above.

5.7.4 For a period of 30 (thirty) Business Days after receipt of a ROFR Offer Notice (the “ROFR Offer Period”), the Investor
shall be entitled (but not obliged) to exercise its Right of First Refusal over all (but not a portion) of the ROFR Offer
Securities, exercisable through the delivery of an irrevocable and binding acceptance notice (the “ROFR Acceptance
Notice”) to each Selling Party, to agree to purchase the ROFR Offer Securities at a purchase price equal to the ROFR
Offer Price.

5.7.5 The ROFR Acceptance Notice shall be irrevocable and binding on the Investor and the Selling Party.

5.7.6 In the event the Investor exercises its Right of First Refusal, then the Investor and each Selling Party shall proceed to
closing the sale of the ROFR Offer Securities in terms of Articles 5.7.8 and 5.7.9 below.

5.7.7 If the Investor delivers the ROFR Acceptance Notice, the purchase of the ROFR Offer Securities shall be subject to
Applicable Law and receipt of relevant Approvals (if required).

5.7.8 Unless otherwise agreed in writing between the Investor and a Selling Party, the purchase of the ROFR Offer Securities
shall be completed by the Investor within 30 (thirty) Business Days from the date of the ROFR Acceptance Notice. If
there is more than one Selling Party, each Transfer shall be completed simultaneously, unless otherwise agreed by the
Investor.

5.7.9 At completion of the Transfer of the ROFR Offer Securities: (a) each Selling Party shall deliver to the Investor good and
valid title to the ROFR Offer Securities, free and clear of Encumbrances, held by it together with duly executed transfer
instructions to the relevant depositary participant; and (b) the Investor shall pay to each Selling Party the ROFR Offer
Price applicable to such Selling Party’s ROFR Offer Securities.

5.7.10 The receipt of consideration from the Investor for the sale of the ROFR Offer Securities, pursuant to this Article 5.7, shall
be deemed a representation and warranty that the Selling Party has (a) full right, title and interest in and to such ROFR
Offer Securities free and clear of all Encumbrances, other than as provided in the SHA and / or these Articles; and (b) all
necessary power and authority and has taken all necessary actions to authorise the sale of the ROFR Offer Securities to
the Investor in the manner contemplated in this Article 5.7.

5.7.11 In the event that the Investor declines to purchase the ROFR Offer Securities or does not exercise its right to purchase
the ROFR Offer Securities within the ROFR Offer Period, then each Selling Party shall be free to sell all, but not less
than all, of the ROFR Offer Securities to the Proposed Third Party Transferee at a price not less than the ROFR Offer
Price and in terms of the ROFR Offer Notice, subject, however, to the Investor’s Tag Along Right set out in Article 5.8
below. The sale to the Proposed Third Party Transferee under this Article 5.7 must be completed within 21 (twenty-one)
Business Days from the expiry of the ROFR Offer Period. The Company, the Promoters and the Investor shall be required
to provide necessary cooperation as reasonably requested to facilitate the Transfer of the ROFR Offer Securities to the
Proposed Third Party Transferee. If a Selling Party and the Proposed Third Party Transferee fail to consummate the sale
of the ROFR Offer Securities within the time period stipulated under this Article, then the Investor’s Right of First Refusal
and Tag Along Right shall re-apply in case of any sale of the Securities by such Selling Party to Third Parties, and the
Selling Party shall not be entitled to Transfer the ROFR Offer Securities thereafter to any other Person, unless such ROFR
Offer Securities are first re-offered to the Investor in accordance with the provisions of this Article 5.7.

5.8 Tag Along Right

If any Selling Party proposes to sell all, or any, of the Securities (the “Promoter Sale Shares”) held by it in the Company
to a Proposed Third Party Transferee and the Investor does not exercise its Right of First Refusal as provided in Article
5.7 above, then the Investor will have a Tag Along Right in the manner as set out in this Article 5.8.

5.8.1 Investor Pro Rata Tag Along Right: Subject to Articles 5.6, 5.7 and 5.8.2, in the event that a Selling Party proposes to
Transfer the Promoter Sale Shares, then the Investor shall have a pro rata Tag Along Right (the “Pro Rata Tag Along
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 Right”), but not an obligation, to Transfer up to a pro rata number of its Securities, on terms no less favourable than the
terms offered by the Selling Party to the Proposed Third Party Transferee in terms of, and in the manner set out in, this
Article 5.8. For example, if a Selling Party proposes to Transfer 20% (twenty percent) of the Equity Share Capital of the
Company, the Investor shall have the right, but not the obligation, to Transfer up to 20% (twenty percent) of the Equity
Share Capital of the Company.

5.8.2 Full Tag Along Right: Notwithstanding Article 5.8.1, if, at any point, any proposed Transfer by one or more Selling
Parties (whether in a single transaction or a series of transactions together with all previous Transfers made by the
Promoters) is likely to result in the Promoters jointly or severally transferring 25% (twenty five percent) or more of the
Equity Share Capital of the Company, then the Investor shall have the right (but not the obligation) to Transfer up to all
of the Securities held by it to the Proposed Third Party Transferee prior to any Transfer of any Securities by any Selling
Party on terms no less favourable than the terms offered to such Selling Party in the manner as set out in this Article 5.8
(the “Full Tag Along Right”).

The Full Tag Along Right and the Pro Rata Tag Along Rights are collectively hereinafter referred to as the “Tag Along
Right”, and the Tag Along Right shall be exercised in the manner set out in this Article 5.8. The number of Investor-held
Securities with respect to which the Investor would be entitled to exercise its Tag Along Right is hereinafter referred to
as the “Tag Along Securities”.

5.8.3 Process for exercise of Investor Tag Along Right:

(a) If any Selling Party is proposing to Transfer any Securities held by it to any Proposed Third Party Transferee
(except in the manner as set out in Article 5.6.2 above), other than to the Investor, then the Selling Party shall
provide a prior written notice (the “Tag Along Offer Notice”) to the Investor, with a copy to the Company. The
Tag Along Offer Notice shall, inter alia, state the following: (i) the number of Securities the Selling Party owns
(or Selling Parties collectively own), prior to the proposed Transfer; (ii) the number of Promoter Sale Shares
proposed to be Transferred by the Selling Party; (iii) the proposed consideration amount and an undertaking
from the Selling Party that all consideration for the Promoter Sale Shares is being paid in cash only; (iv) the
manner and time of payment of the cash consideration; (v) the proposed date of consummation of the proposed
Transfer; (vi) the identity of the Proposed Third Party Transferee; (vii) the rights which are proposed to be
granted/transferred to such Proposed Third Party Transferee; (viii) a representation that the Proposed Third Party
Transferee, as identified in the Tag Along Offer Notice, has been informed of the Investor’s Tag Along Right
and has agreed to purchase all the Tag Along Securities from the Investor in accordance with this Article 5.8;
and (ix) a representation that no consideration (including a refund or a discount), tangible or intangible, is being
provided, directly or indirectly, to the Selling Party or to any of its Affiliates, over and above the Tag Offer
Price. Such Tag Along Offer Notice shall be accompanied by true and complete copies of all agreements between
the Selling Party and the Proposed Third Party Transferee regarding the proposed Transfer.

(b) In the event the Investor elects to exercise the Tag Along Right, it shall deliver a written notice of such election
to the Selling Party (the “Tag Response Notice”) within 30 (thirty) Business Days after the date of receipt of
the Tag Along Offer Notice (the “Tag Along Offer Period”) specifying that it has elected to exercise its Tag
Along Right.

(c) If the Investor decides to exercise the Tag Along Right, the Selling Party shall cause the Proposed Third Party
Transferee to purchase from the Investor its Tag Along Securities at the same price as is mentioned in the Tag
Along Offer Notice.

(d) The Investor shall not be required to provide any representations, covenants or undertakings, grant any
indemnifications, or incur any obligations to the Proposed Third Party Transferee or any Person other than a
representation on the clear title to its Tag Along Securities and due authority and capacity to hold and Transfer
its Tag Along Securities. The Selling Party shall ensure that all of the terms of the proposed Transfer offered by
the Proposed Third Party Transferee to the Selling Party are also offered to the Investor.

(e) Within 5 (five) Business Days of the receipt of the Tag Response Notice by the Selling Party, the Selling Party
shall provide to the Investor a written confirmation from the Proposed Third Party Transferee regarding its
intention to purchase all the Tag Along Securities. If the Proposed Third Party Transferee is not willing to
purchase the Tag Along Securities from the Investor at the same price as the Promoter Sale Shares mentioned
in the Tag Along Offer Notice, then the Selling Party shall not be entitled to sell any of the Promoter Sale Shares
to the Proposed Third Party Transferee. Notwithstanding the above, if the Proposed Third Party Transferee is
willing to purchase only a part of the Promoter Sale Shares and the Tag Along Securities, then the number of
Promoter Sale Shares to be sold to the Proposed Third Party Transferee shall be accordingly reduced so as to
ensure that the Investor has the right to sell all the Tag Along Securities prior to any sale by the Selling Party of
the Promoter Sale Shares to the Proposed Third Party Transferee.
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 (f) If: (i) the Investor does not deliver the Tag Response Notice to the Selling Party; or (ii) the Investor expressly
waives the Tag Along Right, prior to the expiry of the Tag Along Offer Period, the Selling Party shall be entitled
to Transfer the Promoter Sale Shares to the Proposed Third Party Transferee, as identified in the Tag Along
Offer Notice, on the same terms and conditions and for the same consideration as is specified in the Tag Along
Offer Notice upon the expiry of the Tag Along Offer Period or the receipt of the waiver from the Investor, as
the case may be, without causing the Transfer of the Tag Along Securities.

(g) The closing of any purchase of the Promoter Sale Shares and the Tag Along Securities by the Proposed Third
Party Transferee shall be held on the same day at the principal office of the Company on or before the 60th
(sixtieth) day after the expiry of the Tag Along Offer Period or at such other time and place as the parties to the
transaction may agree. At such closing, the Investor (if the Investor has exercised the Tag Along Right) and the
Selling Party shall deliver duly executed transfer instructions to the relevant depository participant. The
Proposed Third Party Transferee shall deliver at such closing payment in full of the price in respect of the
Promoter Sale Shares and the Tag Along Securities to the Selling Party and the Investor (if the Investor has
exercised the Tag Along Right), respectively. At such closing, all of the parties to the transaction shall execute
such additional documents as may be necessary or appropriate to effect the Transfer of the Tag Along Securities
to the Proposed Third Party Transferee. Subject to sub-article (d) above, the Company, the Investor and the
Promoters shall be required to provide necessary co-operation as reasonably requested to facilitate the Transfer
of the Tag Along Securities to the Proposed Third Party Transferee.

(h) If completion of the Transfer to the Proposed Third Party Transferee does not take place within 60 (sixty) days
following the expiry of the Tag Along Offer Period, the Selling Party’s right to Transfer the Promoter Sale
Shares to such Proposed Third Party Transferee shall lapse and the provisions of this Article 5.8 shall once again
apply to any proposed Transfer of the Promoter Sale Shares.

5.9 For the purposes of this Article 5, in computing the period within which the transaction should be completed, the time
required for obtaining the necessary Government Approvals for the purchase of the relevant Securities shall be excluded.
The excluded time period shall commence from the date the necessary applications required for completing the
transaction are made, and shall expire upon receipt of such Government Approvals.

Provided that nothing in Article 5 shall apply to a QIPO undertaken by the Company

6 LIQUIDATION PREFERENCE

6.1 Notwithstanding anything contained in these Articles, but subject to Applicable Law, in the event of the occurrence of
any Liquidation Event, the total proceeds from such Liquidation Event, remaining after discharging or making provisions
for discharging the statutory liabilities of the Company (“Distributable Proceeds”), shall be distributed in the manner
set out in this Article 6.

6.2 Subject to Applicable Law, first, and before any payment is made to any other Shareholder, the Investor shall receive
from the Distributable Proceeds an amount (hereafter referred to as the “Investor Liquidation Amount”) which is the
higher of: (i) an amount equal to the Investment Amount, plus any accrued or declared but unpaid dividends on its Investor
Shares; and (ii) such amount as is equivalent to its proportionate share of the Distributable Proceeds, based on the
Investor’s then existing Shareholding Percentage, provided that, in the event that the Distributable Proceeds are less than
the Investor Liquidation Amount, the Investor will have the right to receive (and the Promoters and the Company shall
procure that the Investor receives) the entire Distributable Proceeds.

6.3 After payment in full to the Investor, as set forth in Article 6.2 above, the balance of the Distributable Proceeds, if any,
shall be distributed to all Shareholders, excluding the Investor pro rata in proportion to their inter se shareholding held
in the Company (calculated on a Fully Diluted Basis).

6.4 In the event that the Liquidation Event is a merger or a demerger involving the Company or the Subsidiaries, then the
Investor shall have the right to require that it receives, pursuant to such merger or demerger, such number of securities in
the resulting entity (pursuant to merger or demerger, as the case may be) or other consideration, the total value of which
is equivalent to the value the Investor would have obtained pursuant to Article 6.2.

6.5 In respect of the Investor’s right to receive payments under this Article 6, each of the Shareholders (other than the
Investor) expressly waive any right that they may have under Applicable Law, whether preferential, pari passu or
otherwise vis-à-vis the Investor’s Securities, and shall implement such mechanism and / or structure permissible under
Applicable Law to ensure that the intent of this Article 6 is given effect to.

6.6 The Company or the Promoters shall not undertake any Liquidation Event unless the terms of this Article 6 have been
complied with in full and subject to the Investor’s consent rights as contained in the Affirmative Vote Items.
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6.7 For any Liquidation Event where the Distributable Proceeds are not solely received by the Company and received directly
or indirectly by one or more Shareholders, the Promoters shall do all such acts / take all such necessary actions including
holding in trust such Distributable Proceeds received by them from such Liquidation Event, on behalf and for the benefit
of the Investor, as may be required to give effect to this Article 6.

6.8 The Company and the Promoters will honour the Investor’s rights provided under this Article 6 in distributing the
Distributable Proceeds out of a Liquidation Event in any manner legally permissible, including re-distribution of Assets
or Distributable Proceeds that may be received by any or all of the Promoters in respect of a Liquidation Event to the
Investor, so as to ensure that the intent of this Article 6 is achieved.

6.9 Notwithstanding anything else contained herein, the rights and entitlements of the Investor as set out in this Article 6 rank
in preference to, and will be given priority over, any other rights and entitlements given to any other Shareholders.

7 TRANSMISSION

7.1 In case of natural persons who are members, the executor or administrators of a deceased member (not being one of
several joint holders) shall be the only persons recognised by the Company as having any title to the shares registered in
the name of such member. In case of the death of any one or more of the joint holders of any registered shares, the
survivors shall be the only persons recognised by the Company as having any title to or interest in such shares. But
nothing herein contained shall be taken to release the Board which may require such persons to obtain a Grant of Probate
or Letters of Administration or other legal representation as the case may be from some competent court. Provided
nevertheless that in any case where the Board in its absolute discretion think fit, it shall be lawful for the Board to dispense
with the production of Probatory Letters of Administration or such other legal representation upon such terms as to
indemnify or otherwise as the Board in its absolute discretion may consider necessary.

7.2 Any committee or guardian of a lunatic or infant member or any person becoming entitled to transfer of shares in
consequence of the death, bankruptcy or insolvency of any member, upon producing such evidence that he sustains the
character in respect of which he proposes to act under these Articles or of the title as the Board thinks sufficient, may
with the consent of the Board (which it shall not be under any obligation to give) be registered as a member in respect of
such shares or be subject to the regulations as to transfer herein before contained.(This Article is hereinafter referred to
as the Transmission Article).

8 FORFEITURE OF SHARES

8.1 If a Shareholder fails to pay any sum payable in respect of any call or any instalment of a call, with respect only to partly
paid-up shares of the Company, on or before the day appointed for payment thereof, the Board may at any time thereafter
during such time as any part of the said call or instalment remains unpaid, serve a notice on such member requiring
payment of so much of the call or instalment as is unpaid together with any interest which may have accrued and all
expenses that may have been incurred by the Company by reason of such non-payment.

8.2 The notice aforesaid shall name a further day not being earlier than the expiry of thirty days from the date of service of
notice, on or before which such call or payment required by notice, is to be made and a place at which such call or
instalment and such interest and expenses as aforesaid are to be paid. The notice shall state that in the event of
nonpayment, on or before the date so named the shares in respect of which such call or instalment was payable shall be
liable to be forfeited.

8.3 If the requirements of any such notice as aforesaid are not complied with, any shares in respect of which such notice has
been given may at any time thereafter, before the payment of calls or instalment, interest and expenses due in respect
thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited shares and not actually paid before the forfeiture, subject to section 124 of the Act.

8.4 When any share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood
immediately prior to the forfeiture and an entry of the forfeiture with the date thereof shall forthwith be made in the
Register of Members but no forfeiture shall in any manner be invalidated by any omission or failure to give such notice
or to make such entry as aforesaid.

8.5 Any share so forfeited shall be deemed to be property of the Company, and may be sold or otherwise disposed of on such
terms and in such manner as the Board thinks fit.

8.6 The Board may at any time before any share so forfeited shall have been sold or otherwise disposed of, annul the forfeiture
upon such terms and conditions, as it thinks fit.

8.7 (i) A person whose shares have been forfeited shall cease to be member in respect of forfeited shares, but shall
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 notwithstanding the forfeiture remain liable to the Company for all moneys which at the date of forfeiture were
presently payable by him to the Company in respect of the shares.

(ii) The liability of such person shall cease if and when the Company shall have received payment in full
of all such moneys in respect of the shares.

(iii) The forfeiture of a share shall involve the extinction of all interest in and also for all claims and demands
against the Company in respect of the shares and all other rights, incidental to the shares except any such of
those rights as by these Articles are expressly saved.

8.8 A duly verified declaration in writing that the declarant is a Director of the Company and that certain shares in the
Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the shares. The Company may receive the consideration, if any,
given for the shares on any sale or disposal thereof and may execute a transfer of share in favour of the person to whom
the share is sold or disposed of. On receipt by the Company of the consideration, if any given for the shares on the sale
or disposition thereof, the transferee shall be registered as the holder of such shares and the purchaser shall not be bound
to see to the application of purchase money, nor shall his title to such shares be affected by any irregularity or invalidity
in the proceedings in reference to such forfeiture, sale or disposition.

8.9 The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms
of issue of a share becomes payable at a fixed time whether on account of the nominal value of the share or by way of
premium as if the same has been payable by virtue of a call duly made and notified.

8.10 When any shares under the powers in that behalf herein contained are sold by the Directors and the certificate has not
been delivered to the Company by the former holder of the said shares, the Directors may issue a new certificate for such
shares distinguishing it in such manner as they may think fit from the certificate not so delivered.

8.11 Neither the receipt by the Company of a portion of any money which shall from time to time, be due from any member
to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company
in respect of the payment of any such money shall preclude the Board from thereafter proceeding to enforce a forfeiture
of such shares as provided in these regulations for non-payment of the whole or any balance due in respect of the shares.

9 MANAGEMENT

9.1 General Covenants

9.1.1 Each of the Promoters and the Investor shall cause their nominees on the Board to exercise their voting rights in any
Board Meeting of the Company (including its Alternate Directors) and each of the Promoters and the Investor shall
exercise their respective votes or cause the exercise of the votes at any annual or extraordinary meeting of shareholders
of the Company to take all actions necessary to ensure that the rights and obligations of the Company, the Promoters and
the Investor, as specified in these Articles and the SHA and any amendments hereto or thereto, as the case may be, are
included in the Memorandum and Articles of the Company.

9.2 Board of the Company

9.2.1 Authority of the Board: Subject to the provisions of these Articles and the Act, the Board shall be responsible for the
management, supervision, direction and control of the Company and its Business.

9.2.2 Number of Directors: Subject to any additional requirements specified by any provisions of Applicable Law, the
maximum number of Directors on the Board shall be 7 (Seven), unless otherwise agreed between the Company, the
Investor and the Promoters in writing.

9.2.3 Composition of the Board: With effect from the Closing Date, unless otherwise agreed between the Company, the
Promoters and the Investor in writing, the Board shall comprise of:

(a) 3 (three) Directors shall be nominated by the Promoters (the “Promoter Directors”);

(b) 2 (two) Directors shall be nominated by the Investor (the “Investor Directors”); and

(c) 2 (two) Directors who qualify as independent directors under the Act (the “Independent Director”) shall be
nominated jointly by the Promoters and the Investor. Provided that, in the event that the Promoters and the
Investor are unable to agree upon the nomination of the Independent Directors, the Promoters and the Investors
shall each nominate 1 (one) Independent Director. It is clarified that if required by the Investor, the existing
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 Independent Directors on the Board as on 2nd May 2017 may be replaced at any time, in accordance with this
Article 9.2.3(c).

9.2.4 Appointment of Nominee Directors:

(a) All Investor Directors shall be non-executive Directors and they shall not be liable to retire by rotation.

(b) The Company, the Investor and the Promoters shall undertake all actions as may be required including
reconstituting the Board, if necessary, to ensure that the Investor and Promoters are able to appoint their
respective nominee Directors on the Board, at all times, in the manner set out in these Articles.

(c) The Investor Directors shall at all times be appointed on all the committees and sub-committees of the Board
including the audit committee and compensation committee of the Company.

9.2.5 Removal and Replacement of Directors:

(a) No Person, other than the Person appointing a Director, shall be permitted to remove or replace at any time and
for any reason whatsoever the Director(s) nominated by such Person.

(b) The Investor and the Promoters may require the removal of any Director nominated by them respectively, and
nominate another individual as its nominee Director in his/ her place, and the other Shareholders and the
Company shall exercise their rights to ensure the removal and appointment of the nominee Directors as aforesaid.
Notwithstanding anything else contained herein, unless incapacitated for any reason whatsoever, Promoter 1
will be nominated as one of the Promoter Directors and shall continue to act as such during the term of the SHA.

(c) In the event of resignation, retirement or vacation of office of any Director nominated by the Investor or the
Promoters due to any other reason (including if such Director is disqualified by Law to continue to hold such
position), then the Investor or the Promoters, as the case may be, shall be entitled to appoint another person as a
nominee Director in such place and the other Shareholders and the Company shall exercise their rights to ensure
the appointment of the individual nominated for appointment as Director as aforesaid.

9.2.6 Directors’ Access: Each Director shall be entitled to examine the books, accounts, and records of the Company and the
Subsidiaries and shall have free access, at all reasonable times, with notice, to any and all properties and facilities of the
Company and the Subsidiaries. The Company shall provide, and the Promoters shall cause the Company and the
Subsidiaries to provide, such information relating to the business affairs and financial position of the Company and the
Subsidiaries as any Director may reasonably require.

9.2.7 Chairman of the Board: The chairman of the Board (the “Chairman”) shall be Promoter 2, in accordance with the terms
of his appointment as set out in the appointment agreement dated on or about the Execution Date or any other Director
nominated by the Promoters from amongst the Directors present in such Board Meeting. If none of the Promoter Directors
are present at any Board Meeting, then subject to quorum requirements, the Directors present at such Board Meeting shall
appoint the Chairman from amongst themselves. The Chairman shall, subject to compliance with the other provisions of
these Articles, including with respect to provisions relating to quorum, notices, voting etc. have a casting vote at all items
to be decided at all meetings, save and except in relation to any Affirmative Vote Items.

9.2.8 Alternate Director: Subject to the provisions of the Act, each Director shall be entitled to nominate an Alternate Director
(the “Alternate Director”). Each Director shall also have a right to withdraw the nominated Alternate Director and
nominate another in his/her place. Upon such nomination, the Board shall appoint such nominee as an Alternate Director
of such Director. The Company and the Shareholders shall take all such actions, including exercising their votes in
relation to the Equity Shares controlled by them, as may be required to cause any Alternate Director nominated pursuant
to this Article 9.2.8 to be duly appointed by the Board.

9.2.9 Frequency and Location: The Board will meet: (a) at least once a quarter; and (b) at the reasonable request of any Director.
The Board Meeting shall be held in Hyderabad or any other location as may be agreed by the Company, the Investor and
the Promoters in writing.

9.2.10 Notice:

(a) A Board Meeting may be called by the Chairman or any other Director by giving notice in writing to the
Company Secretary of the Company specifying the date, time and agenda (the “Agenda”) for such Board
Meeting including clearly stating any Affirmative Vote Item on such Agenda. The Company Secretary shall,
upon receipt of such notice, issue a notice (the “Board Notice”) to all Directors, convening a Board Meeting,
which Board Notice shall be accompanied by a written Agenda specifying the business of such meeting and
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 copies of all papers relevant for such Board Meeting. The Company shall ensure that sufficient information is
included with such Board Notice to the Directors to enable each Director to make a decision on the issue in
question at such Board Meeting. Not less than a minimum 7 (seven) days’ prior written Notice shall be given to
each Director of any Board Meeting, unless all the Directors unanimously give their written approval for a
meeting called at shorter notice.

(b) Upon receipt of the Board Notice, any of the nominee Director(s) appointed by either the Investor or the
Promoters shall be entitled to include any additional items (the “Additional Items”) as they deem fit in the
Agenda. In the event that a Director under this Article seeks to add any Additional Items on the Agenda, then
such Director shall, by giving notice in writing to the Company Secretary specify the Additional Item(s) to be
included in the Agenda. The Company Secretary shall, upon receipt of the Additional Items to be included in
the Agenda, notify all Directors of the Additional Items to be included in the Agenda accompanied with copies
of all papers relevant for the same. Upon inclusion of the Additional Items on the Agenda, the Board Meeting
shall be re-scheduled to a further date being a date at least 7 (seven) days from the date on which the Company
Secretary notifies all the Directors of the Additional Items included in the Agenda, unless 1 (one) Promoter
Director and 1 (one) Investor Director give their written approval for a meeting called at shorter notice. It is
hereby clarified that the Directors shall be entitled to include any Additional Items in the Agenda within 2 (two)
Business Days of receipt of the original Board Notice but not thereafter.

9.2.11 Quorum: At all times, subject to due Board Notice having been provided to all Directors as per Article 9.2.10 above and
the additional requirements as may be specified under Applicable Law, 1/3 rd (one third) of the Board of Directors or 2
(two) Directors, whichever is higher, would constitute a quorum in Board Meetings, which shall include at least 1 (one)
Investor Director and 1 (one) Promoter Director (unless, waived in writing by the Investor or the Promoter (as the case
may be)). In the event that an Investor Director is not present, then the Board Meeting scheduled pursuant to the Board
Notice (the “Scheduled Board Meeting”) shall be postponed to the same place and time 7 (seven) Business Days from
the Scheduled Board Meeting (the “Postponed Board Meeting”). If at such Postponed Board Meeting no Investor
Director is present, the Directors present at such meeting shall be deemed to be the valid quorum and the Board Meeting
shall continue and proceed with its Agenda (excluding any Affirmative Vote Item(s), which shall be governed in
accordance with Article 9.4.2) without the Investor Director being present, subject to there being a valid quorum as per
the provisions of the Act. The Agenda for a Postponed Board Meeting shall not contain any new matters other than those
that were part of the Agenda for the Scheduled Board Meeting.

9.2.12 Voting: At any Board Meeting, each Director may exercise 1 (one) vote. All matters discussed at the Board Meeting shall
be decided by way of a simple majority, except the matters relating to Affirmative Vote Items, which shall be decided in
the manner set out in Article 9.4.2 below.

9.2.13 Videoconferencing & Telephonic Participation:

(a) The Directors may participate in Board Meetings by video conferencing or any other means of contemporaneous
communication as prescribed under Applicable Law from time to time, provided that each person taking part in
the meeting is able to hear each other person taking part, and provided further that each Director must
acknowledge his presence for the purpose of the meeting and any Director not doing so shall not be entitled to
speak or vote at the meeting.

(b) If permitted by the Act, the Directors may participate in Board Meetings by telephone or any other means of
contemporaneous communication, provided that, each Person taking part in the Board Meeting is able to hear
the other Persons taking part and provided further that each Director must acknowledge his presence for the
purpose of the meeting and any Director not doing so shall not be entitled to speak or vote at the meeting.

9.2.14 Resolution by Circulation: Subject to Applicable Law, a written resolution circulated to all Directors or members of
committees of the Board, and signed by a majority of them as approved, shall (subject to compliance with the relevant
requirements of the Act) be as valid and effective as a resolution duly passed at a meeting of the Board of the Company
or committee of the Board of the Company, called and held in accordance with the SHA and the Memorandum and these
Articles, provided however that: (i) such written resolution shall be circulated in draft form, together with the relevant
papers, if any, to all the Directors at least 7 (seven) Business Days prior to the circulation of any final written resolution;
and (ii) if any 1 (one) or more such resolution pertains to any of the Affirmative Vote Items, then it shall be valid and
effective only if it has received the written consent of at least 1 (one) Investor Director.

9.2.15 Directors’ and Officers’ Liability Insurance, and Indemnity:

(a) The Company shall obtain directors’ and officers’ liability insurance policies on terms reasonably acceptable to
the Investor, to cover the liability of the Directors (including the Investor Directors, the Promoter Directors, and
the Independent Director), on terms and conditions, acceptable to the Investor. The total amount of insurance
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 coverage for the Directors shall be such amount as is reasonable and customary for companies engaged in a
business similar to the Business.

(b) Subject to the provisions of, and to the extent permitted by Applicable Law, each Investor Director and the
Independent Director shall be indemnified out of the assets of the Company from and against any and all
threatened, pending or completed actions, suits, claims or proceedings and any and all costs, damages,
judgments, amounts paid in settlement and expenses (including without limitation attorney’s fees and out of
pocket expenses) which such Director/s may directly or indirectly incur, suffer, or bear due to the failure of the
Promoters or the Company to comply with any of the provisions of any Applicable Laws, or the actual or
purported execution or discharge of their duties or the exercise or purported exercise of their powers or otherwise
in connection with their duties, powers or office or by reason of the fact that such person is or was a Director of
the Company.

(c) Each Investor Director and the Independent Director shall be non-executive directors and shall have no
responsibility for the day-to-day management of the Company or its Subsidiaries and shall not be deemed to be
an “officer in default” as contemplated under the Act.

(d) The Company and Promoters shall indemnify and hold harmless any outgoing Director appointed by the
Investor, from and against any direct or indirect loss caused to such Director arising out of, or in relation to or
otherwise in respect of, such outgoing Director having served as a member of the Board.

(e) Notwithstanding anything contained above, the Company shall not be required to indemnify any Director under
this Article 9.2.15 in the event that it is established that such Director has acted in a fraudulent manner.

9.2.16 Directors’ fees and expenses: The costs of attendance of Directors at Board Meetings (including costs of domestic
business class airfare, hotel accommodation, and local transportation) shall be borne by the Company. The Independent
Director’s fee shall be commensurate to the fee generally paid to independent directors as per market practice and such
fee shall be borne by the Company.

9.2.17 Right to Appoint Observers: The Investor shall be entitled to appoint 2 (two) observers (the “Investor Observers”) to
attend all Board and committee and sub-committee meetings and speak at such meetings. The Board shall and the
Promoters shall ensure that such Investor Observers are invited to all such meetings. Further, the Board shall and the
Promoters shall ensure that the Investor Observers shall be given, and shall be entitled access, to the same documents and
information as, and at the same time as, a Director and shall be entitled to receive notice of and attend and speak at, but
not to vote at, meetings of the Board or committees thereof. This right shall extend to meetings of the boards of all
Subsidiaries of the Company and to meetings of all committees of the boards. The Company shall reimburse each Investor
Observer in respect of all travel, subsistence and accommodation expenses reasonably incurred by him in attending such
meetings, provided that where the Investor Directors are appointed on the Board, the Company shall only reimburse 1
(one) and not both the Investor Observers for such expenses for an amount of up to INR 150,000 (Rupees one hundred
and fifty thousand) in a Financial Year. The Investor Observers shall (other than the right to vote) have the same rights
under Article 9 as an Investor Director.

9.2.18 Information Disclosure: As the Investor Directors and Investor Observers are appointed by the Investor, such Investor
Directors and Investor Observers shall be entitled to report the matters concerning the Company, including, but not limited
to, matters discussed at any meeting of the Board, to the Investor. The Investor Directors and Investor Observers may
take advice and obtain instructions from the Investor.

9.3 Meeting of the Shareholders of the Company

9.3.1 Shareholders’ Meetings: The Company shall hold at least 1 (one) general meeting of the Shareholders to be called as an
“Annual General Meeting” in each Financial Year. All other general meetings of the Shareholders of the Company shall
be called “Extraordinary General Meetings”. The Annual General Meeting and the Extra-ordinary General Meetings
are herein after collectively referred to as the “Shareholders’ Meetings”.

9.3.2 Shareholders’ Meeting Notice: A meeting may be called by the Chairman or any 1 (one) Shareholder by giving notice in
writing to the Company Secretary specifying the date, time and agenda for such Shareholders’ Meeting including stating,
in reasonable detail, any Affirmative Vote Item on such Agenda. A minimum 21 (twenty one) days’ prior written notice
shall be provided to all Shareholders of any Shareholders’ Meeting, accompanied by the agenda for such Shareholders’
Meeting unless the Investor and any Promoter shall have given prior written approval for such Shareholders’ Meeting to
be called at shorter notice (the “Scheduled Shareholders’ Meeting”).

9.3.3 Quorum: At all times, subject to the provisions of the Act, in order to constitute quorum at any Shareholders’ Meetings,
at least 1 (one) representative of the Investor and 1 (one) representative of the Promoters shall have to be present at such
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 a Shareholders’ Meeting. In the event that at least 1 (one) representative of the Investor is not present after acknowledging
receipt of notice of such Shareholders’ Meeting, then the Shareholders’ Meeting shall be adjourned to the same place and
time 7 (seven) Business Days later. If, at the adjourned meeting, the representative of Investor is not present, the
Shareholders present at such meeting shall be deemed to be the valid quorum and the Shareholders’ Meeting shall
continue and proceed with its agenda (excluding on the Affirmative Vote Item(s), which shall be governed in accordance
with Article 9.4.2) without the representative of the Investor being present, subject to there being a valid quorum as per
the provisions of the Act. The agenda for such an adjourned Shareholders’ Meeting shall not contain any new matters
other than those that were part of the agenda for the original Scheduled Shareholders’ Meeting.

Provided nothing in Clauses 9.2 and 9.3 shall prohibit the Company from making such changes as may be required to
comply with the corporate governance requirements as set out under Applicable Laws in relation to its QIPO under Clause
14

9.4 Required Actions and Authority & Decisions on Affirmative Vote Items

9.4.1 Required Actions and Authority: Subject to Article 9.4.2 herein below and subject to any additional requirements under
the Act, the Memorandum and these Articles:

(a) at a duly called Board Meeting of the Company, all decisions shall be taken by a simple majority (the affirmative
vote greater than 50% (fifty percent) of the Directors present and voting at a Board Meeting duly called and for
which requisite quorum is present as required under these Articles or under the Act, as the case may be); and

(b) at a duly called Shareholders’ Meeting, all decisions shall be deemed to be passed if the same has received the
affirmative vote of the Shareholders present and voting in the manner as required under the Act, and for which
requisite quorum is present as required under these Articles and under the Act. Voting shall take place by way
of a poll.

9.4.2 Decision on Affirmative Vote Items:

(a) The Investor, being a professional investor, will not be involved in day-to-day operations of the Company or its
Subsidiaries. However, in order to protect its economic interests, the Investor shall have specific Affirmative
Vote Items, to enable it to have an affirmative vote on such matters which would have an impact on its
investment in the Company.

(b) In view of the above, notwithstanding anything to the contrary contained in these Articles, no resolution shall
be passed or action or decision shall be taken by the Company or any of its Subsidiaries in any manner, including
by:

(i) the Board, at a meeting of the Board /committees of the Board, or by circulation, as the case may be;
or

(ii) the Shareholders, at any Shareholders’ Meeting,

in respect of any of the matters set out in the definition of Affirmative Vote Items (set out under Article 1.1 (or
the Critical Affirmative Vote Items, as the case may be) unless the prior written consent of the Investor has been
obtained: (a) at a meeting of the Board/committees of the Board or by circulation, as the case maybe; (b) at a
Shareholders’ Meeting; or (c) in writing from the authorised signatory of the Investor. For the avoidance of
doubt, it is clarified that any resolution passed or any action or decision taken by the Company or a Subsidiary
of the Company in violation of this Article 9.4.2 shall be null and void (and the Company and the Promoters
shall take all necessary action to cancel, reverse or unwind any such resolution, action or decision unless
otherwise instructed by the Investor).

(c) The Investor or the Investor Directors shall have the right to require that any Affirmative Vote Item (or the
Critical Affirmative Vote Item, as the case may be) should be taken up at a Shareholders’ Meeting instead of at
a Board Meeting. Further, if the Investor has not appointed its Investor Directors to the Board (or otherwise is
not represented on the Board), the Investor shall have the right to require that each of the Affirmative Vote Items
(or the Critical Affirmative Vote Items, as the case may be) shall be taken up at a Shareholders’ Meeting instead
of at a Board Meeting.

9.5 Officer in Default

Promoter 1 shall be deemed to be the ‘officer in default’ of the Company. Within 60 (sixty) days of the Closing Date, the
Promoters and the Investor shall mutually appoint another individual to act as the ‘officer in default’ of the Company and
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 on such appointment, Promoter 1 will no longer be deemed to be the ‘officer in default’ of the Company. The Promoters,
the Investor and the Company shall ensure that necessary resolutions are passed by the Company to give effect to the
intent of this Article 9.5.

9.6 Subsidiaries

9.6.1 Subsidiary Investor Directors: The Investor shall have the right to require the appointment of nominee directors on the
board of directors of each of the Subsidiaries, pro rata on the basis of the entitlement of the Investor to appoint Investor
Directors on the Board of the Company as set out in Article 9.2.3(b), subject to the Investor having the right to nominate
at least 1 (one) director to the board of each such Subsidiary at all times (the “Subsidiary Investor Directors”). If the
Investor exercises its right to appoint a Subsidiary Investor Director, the Company shall, and the Promoters shall ensure
and procure that the Company shall, take all necessary steps and perform all such acts as would be necessary to effectuate
the appointment of the Subsidiary Investor Director in the relevant Subsidiary, and with all of the rights and privileges
set out herein. Subject to Applicable Laws, the Subsidiary Investor Directors shall be permanent directors whose office
will not capable of being vacated by retirement or rotation.

9.6.2 The provisions of Article 9 shall apply mutatis mutandis (with such variations as may be necessary in the facts of the case
and under Applicable Law) to each of the Company's Subsidiaries as if references therein to “Investor Director”,
“Company”, “Director”, “Board”, “Board Meeting”, “Scheduled Board Meeting”, “Postponed Board Meeting”,
“Shareholders” and “Shareholders’ Meetings” are references to the relevant “Subsidiary Investor Director”, the relevant
“Subsidiary”, “director of the relevant Subsidiary”, “board of directors of the relevant Subsidiary”, “board meeting of the
relevant Subsidiary”, “scheduled board meeting of the relevant Subsidiary”, “postponed board meeting of the relevant
Subsidiary”, the “shareholders of the relevant Subsidiary” and a “meeting of the shareholders of the relevant Subsidiary”
respectively. To the extent that any procedures are to be carried out under Applicable Law to give effect to the above
(including but not limited to making board appointments, providing proxies with respect to exercise of votes, etc.), the
Company and Promoters shall undertake all necessary steps to complete such procedures.

9.6.3 Notwithstanding anything contained elsewhere in these Articles, until the appointment of the Subsidiary Investor Director
on the board of directors of each of the Company’s Subsidiaries, no action shall be taken by any such Subsidiary in
relation to the Affirmative Vote Items without the prior written consent of the Investor (unless the right to make such
appointment is waived).

9.6.4 The Company and the Promoters shall ensure that all rights of the Investor mentioned in this Article 9.6 and Article 10
(with such variations as may be required for the purpose of compliance with procedures under Applicable Law) shall be
incorporated in the memorandum and articles of association or other charter documents of such Subsidiary and such
provisions shall continue to form part of such documents as long as the Investor is a Shareholder, or shareholder of any
Subsidiary.

9.7 Deadlock

9.7.1 A deadlock event (the “Deadlock Event”) shall be deemed to have occurred upon the failure to pass any resolution on a
proposal pertaining to an Affirmative Vote Item for 2 (two) consecutive Board Meetings (including the relevant
Postponed Board Meeting) or 2 (two) consecutive Shareholders’ Meetings (including the relevant adjourned
Shareholders’ Meeting, if any) as the case may be on account of the lack of the requisite number of votes in favour of the
resolution (either by abstention or otherwise), or in case when there is no Investor Director on the Board, then on account
of not receiving the written consent from the Investor in case of a resolution proposed at the Board level.

9.7.2 If the Deadlock Event cannot be resolved by the Shareholders within 30 (thirty) Business Days of the event which has
resulted in a Deadlock Event having been deemed to occur under Article 9.7.1, then status quo shall be maintained in
respect of the subject matter of the notified Deadlock Event.

10 INFORMATION RIGHTS

10.1 The Company shall, and the Promoters shall cause the Company to, provide to the Investor and its assignees or nominees,
in relation to itself and the Subsidiaries the following information and reports:

(a) audited annual financial statements of the Company and the Subsidiaries including cash flow statements within
90 (ninety) days after the end of each Financial Year certified by the statutory auditor of the Company and the
Subsidiaries;

(b) quarterly financial statements of the Company and the Subsidiaries including cash flow statements within 30
(thirty) Business Days of the end of each quarter of the Financial Year certified by an authorized representative
of the Company and the Subsidiaries;
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 (c) monthly financial statements of the Company and the Subsidiaries within 15 (fifteen) Business Days of the end
of each calendar month certified by an authorized representative of the Company and the Subsidiaries in the
format followed by the Company and the Subsidiaries;

(d) draft minutes of all Board Meetings, committee meetings and Shareholders’ Meetings shall be sent to the
Investor within 7 (seven) Business Days after the holding of such meetings for its comments. The Investor
Director present at the relevant meeting shall be entitled to communicate his/her comments within 7 (seven)
days of receipt of the draft minutes;

(e) the Business Plan and an annual budget for the next Financial Year as approved by the Board of Directors of the
Company and its Subsidiaries within 5 (five) Business Days from the date of approval;

(f) as soon as reasonably practicable, but in any event within 3 (three) Business Days of the management becoming
aware of such occurrence, report to the Board and the Investor, the occurrence of any major occupational health
and safety incident involving a death of an employee; and as soon as reasonably practicable, report, but in any
event within 5 (five) Business Days of the management becoming aware of such occurrence, to the Board and
the Investor the occurrence of any major occupational health and safety incident involving a permanent
disablement of an individual which results in such individual being unable to return to work including loss of
limbs, near drowning, impaired backs, loss of sight, electrocution, psychological disturbance.

(g) quarterly occupational health and safety report of the Company and the Subsidiaries within 10 (ten) days from
the end of the relevant quarter of the Financial Year;

(h) copies of changes to any licenses and / or Material Contracts of the Company and the Subsidiaries on a quarterly
basis and within 10 (ten) Business Days from the end of relevant quarter of the Financial Year;

(i) details of any notices, actions, litigations of a value equal to or more than INR 5,000,000 (Rupees five million
only), winding-up proceedings or notices under any enactment or regulation, proceedings, dispute or adverse
changes that impedes or which is likely to have a Material Adverse Effect on its Business or Assets or otherwise
within 5 (five) days from the occurrence of such event;

(j) details of any event of force majeure or any other event which would have a material effect on the Company’s
profits or Business within 5 (five) days of the Company becoming aware of such event;

(k) a detailed capitalization table listing the Company’s and each Subsidiary’s shareholders, holders of other
Securities as of each Financial Year end and each financial quarter end showing shareholdings for each along
with the financial statements within 15 (fifteen) days of the end of the Financial Year or financial quarter (as the
case may be);

(l) all notices, circulars and agendas of Board Meetings (including meetings of committees of the Board) as well as
copies of all board papers at least 15 (fifteen) days prior to the Board Meeting or committee meeting and notices
of each adjourned meeting shall be sent to the Investor at least 3 (three) days prior to the adjourned Board
meeting or committee meeting; and

(m) any additional information as may be reasonably requested by the Investor from time to time.

10.2 The Company shall, and the Promoters shall cause the Company to, keep proper, complete and accurate books of account
in rupees in accordance with Indian GAAP. All financial statements to be provided to the Investor under Article 10.1
shall be on a consolidated and unconsolidated basis and shall include at least a balance sheet, income statement, a
statement of profit or loss, and statements of cash flow, and should be prepared in English in accordance with Indian
GAAP and shall account for all expenses related to product development or research and development as expenses in the
period in which they are actually incurred. All annual audited financial statements shall be certified by the statutory
auditor of the Company.

10.3 The Company shall, and the Promoters shall cause the Company to, allow the Investor and its representatives the right
during normal business hours to inspect books and accounting records of the Company, to make extracts and copies
therefrom at its own expense and to have full access to all the property and assets of the Company, subject to the Investor
giving prior notice to the Company of the same.

11 COMMON SEAL

11.1 The Board Shall provide a common seal for the Company and they shall have power from time to time to destroy the
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 same and substitute a new seal in lieu thereof and the common seal shall be kept at the Registered Office of the Company
and committed to the custody of the Managing Director or the Company Secretary if there is one.

11.2 The seal shall not be affixed to any instrument except by authority of a resolution of the Board or and unless the Board
otherwise determines every deed or other instrument to which the seal is required to be affixed shall unless the same is
executed by a duly constituted attorney for the Company, be signed as provided by the resolution of the Board of
Directors, provided nevertheless that any instrument bearing the seal of the Company and issued by vary able
consideration shall be binding on the Company notwithstanding and irregularity touching the authority to issue the same.

11.3 Save as otherwise expressly provided in the Act or these Articles, a document or by a resolution of the Board requiring
authentication by the Company may be signed by a director, Managing Director, the manager, the secretary or an
authorized officer of the Company and need not be under its seal.

12 LIABILITY OF DIRECTORS APPOINTED BY THE INVESTOR

12.1 (a) The Investor Directors are non-executive directors; and (b) the Investor Directors, Investor Observers and Subsidiary
Investor Directors shall not be involved in the day-today management of the Company or the Subsidiaries, or in charge
of, or responsible to, the Company or the Subsidiaries for the conduct of the business of the Company or the Subsidiaries.
The Investor Directors, Investor Observers and the Subsidiary Investor Directors shall not be liable for any default or
failure of the Company or the Subsidiaries, as the case may be, in complying with the provisions of any Applicable Law,
including but not limited to defaults under the Act, FEMA Regulations, the FSSAI Act, environmental, Taxation and
labour laws of India. If any matters relating to compliance with Applicable Law have arisen and require discussion, the
same shall be specifically identified and set out in the Board Notice and Agenda for a Board meeting, and the
recommendations of the Investor Directors and Investor Observers in that regard shall be considered in good faith by the
Company.

12.2 The Company and the Promoters shall not identify the Investor Directors and the Subsidiary Investor Directors as ‘officers
in default’ of the Company or the Subsidiaries, as the case may be, or occupiers or managers of any premises used by the
Company or the Subsidiaries, as the case may be, or employers under Applicable Laws. In the event that any notice or
proceedings have been filed against an Investor Director or a Subsidiary Investor Director, by reason of him/her being
included within the scope of ‘officer in default’ or being an occupier or manager of any premises of the Company, the
Company and the Promoters shall use all efforts to ensure that the name of such Director is excluded/deleted and the
charges/proceedings (civil, criminal or otherwise) against such Director are withdrawn and shall also take all steps to
defend such Director against such proceedings, and to the extent permitted by Applicable Laws, the Company shall pay
for all liabilities, fines, losses or expenses that may be levied against or incurred by such Director.

13 CREATION OF SECURITY BY THE INVESTOR

In the event the Company and/or the Subsidiaries borrow money from eligible domestic and/or overseas lenders in
accordance with Applicable Laws, the Investor shall not be required to:

(i) create any Encumbrance on any Securities held by the Investor;

(ii) provide any non-disposal undertakings in respect to any Securities held by the Investor;

(iii) provide any other form of security in favour of any lenders (including any guarantees); or

(iv) provide any assistance to the Company and /or any of the Subsidiaries to borrow money from eligible domestic
and /or overseas lenders in accordance with Applicable Laws.

14 QIPO

14.1 The Investor shall have the right (but not the obligation) to require the Promoters and the Company to initiate the process
for the listing of the Company’s Equity Shares on the National Stock Exchange or the Bombay Stock Exchange, or an
internationally recognised stock exchange or quotation system approved by the Investor in writing (a “Recognised Stock
Exchange”) by way of a qualified initial public offering (“QIPO”) before the expiry of the 4th (fourth) anniversary of the
Closing Date (the “Preferred Listing Period”) in accordance with this Article 14. It is acknowledged by the Company,
the Promoters and the Investor that (i) the Company and the Promoters have been, even prior to the Investor’s proposed
acquisition of Securities in the Company, considering undertaking an initial public offering; and (ii) the Investor shall not
in any manner be deemed to be instrumental in the formulation of a plan or programme pursuant to which the Securities
are offered to the public, pursuant to any rights under this Article 14.

14.2 The Investor shall be entitled to exercise the aforesaid right under Article 14.1 at any time after the expiry of the 1 st (first)
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 anniversary of the Closing Date, by serving a written notice to the Company and the Promoters (“QIPO Initiation
Notice”), and upon receipt of the QIPO Initiation Notice, the Promoters and the Company shall comply with the
provisions of this Article 14 in order to conduct and complete the QIPO.

14.3 Upon receipt of the QIPO Initiation Notice from the Investor, the Company shall engage the Merchant Banker within 60
(sixty) days thereof to provide its advice and assessment on the public listing of the Equity Shares of the Company,
including such Merchant Banker’s opinion on the size, price, and timing of such public offer, and the proportion of
primary and secondary Equity Shares to be offered in such a QIPO (“Banker Recommendation”). The Merchant Banker
shall be requested to provide the Banker Recommendation within 90 (ninety) Business Days from the date of its
appointment.

14.4 If the Banker Recommendation is to proceed with the QIPO, the Company and the Promoters shall be obligated to execute
a mandate in favour of the Merchant Banker for implementing the QIPO within 30 (thirty) Business Days from the date
of the Banker Recommendation. The Company and the Promoters shall also be required to take all necessary steps, pass
all corporate resolutions and provide all co-operation to enable the Merchant Banker to implement the QIPO of the
Company, on such terms and conditions (including with respect to the size, price, timing of such public offer, the
proportion of primary and secondary Equity Shares to be offered in such a QIPO (subject to the provisions of Article
14.6, etc.) as are accepted in writing by the Investor. If the Banker Recommendation is not to proceed with the QIPO, the
Investor shall continue to have the right to require the Promoters and the Company to undertake a QIPO by provision of
a QIPO Initiation Notice at any later stage prior to the completion of the Preferred Listing Period, and the provisions of
this Article 14 shall once again apply.

14.5 Notwithstanding anything contained in Articles 14.1 to 14.4, the price at which each of the Equity Shares of the Company
are offered in the QIPO shall not be less than the price set out in Clause 12.5 of the SHA.

14.6 Notwithstanding anything contained herein, the QIPO may be conducted by a combination of the issuance of new Equity
Shares and an offer for sale (the “Offer for Sale”) of Equity Shares held by the Shareholders of the Company, provided
that post completion of the QIPO, the Promoters (together with their Affiliates) shall hold not less than 60% (sixty
percent) of the Share Capital of the Company on a fully diluted basis (proportionately reduced for any Securities that the
Promoters and / or their Affiliates have Transferred to any Third Parties after the Closing Date). For the avoidance of
doubt, it is clarified that if any QIPO would result in the Promoters (together with their Affiliates) holding less than 60%
of the Share Capital of the Company on a Fully Diluted Basis (proportionately reduced for any Securities that the
Promoter and / or their Affiliates have Transferred to any Third Parties after the Closing Date), then the Company and
the Promoters shall not be required to complete such QIPO or comply with any Merchant Banker recommendation in
respect thereof; and the failure to complete the QIPO on account of the QIPO resulting in the Promoters (together with
their Affiliates) holding less than 60% of the Share Capital of the Company on a Fully Diluted Basis (proportionately
reduced for any Securities that the Promoters and / or their Affiliates have Transferred to any Third Parties after the
Closing Date), shall not be a Material Event of Default. In an Offer for Sale by the Shareholders of the Company, the
Investor shall have a first right, but not the obligation, to offer at least 75% (seventy-five percent) of the Equity Shares
then held by the Investor in such Offer for Sale. If any additional Equity Shares are required to be offered by the Company
or the Shareholders of the Company to meet the then existing mandatory initial public offering norms prescribed by SEBI
or the Recognised Stock Exchanges where the Equity Shares are proposed to be listed or any other regulatory authority
whose consent is required for the completion of the QIPO, then the Promoters shall first offer their Equity Shares as part
of the Offer for Sale to meet such regulatory requirements, failing which the Company shall issue such number of new
Equity Shares to the public that is necessary to satisfy such regulatory requirement. Notwithstanding the foregoing, if the
Investor so requests, the Promoters will use their best efforts to enable the Investor to offer all of the Equity Shares held
by it at the time of the QIPO in such offering.

14.7 Subject to Applicable Law, all fees and expenses required to be paid in respect of the QIPO, including those for any
Merchant Bankers, underwriters, book-runners, issue registrars or other intermediaries involved in any manner in relation
to the QIPO, shall be borne and paid for by the Company and the Shareholders participating in the Offer for Sale
respectively, on a pro-rata basis, and in proportion to the primary issuance and Offer for Sale components of the QIPO.

14.8 The Company and the Promoters shall comply with all procedures and steps set out in, or contemplated by, this Article
14 in order to conduct and complete the QIPO, and that they shall take all necessary actions required for undertaking the
QIPO, including, but not limited to, providing Equity Shares held by the Promoters to satisfy any lock-in requirements
(as applicable to the Promoters), voting on all Securities and any other shares in any other entity, in favour of such
transaction, providing representations, warranties and indemnities as required, facilitating any due diligence that may be
conducted, preparing and signing the relevant offer documents, conducting road shows, entering into such documents,
providing all necessary information and documents necessary for preparing the offer document, obtaining such regulatory
or other approvals and doing such further reasonable acts or deeds as may be necessary. The Investor shall provide
necessary assistance as may be reasonably requested by the Company to give effect to the intent of this Article 14.

14.9 Notwithstanding anything contained in these Articles, (a) the Company shall not file its RHP at any time prior to the
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 expiry of 12 (Twelve) months from the Closing Date; and (b) neither the Investor nor any of its Affiliates shall be named
or deemed as a ‘promoter’ of the Company or its Subsidiaries in the prospectus or any other documents related to a public
offering or otherwise nor shall any declaration, disclosure or other announcement be made by the Company, Promoters
or their respective Affiliates to this effect. None of the obligations of the Promoters under these Articles or prescribed by
Applicable Law shall be applicable to the Investor or its Affiliates and the Investor or its Affiliates shall not be required
to offer or make available their Securities in the Company for the purposes of any mandatory lock-in as applicable to
‘promoters’ under the SEBI ICDR Guidelines in respect of public offerings or otherwise If, pursuant to any Applicable
Law, any Securities are required to be locked-in pursuant to the minimum contribution for lock-in applicable to
‘promoters’, the Promoters shall offer or make available their Securities in the Company for the purposes of the mandatory
lock-in as applicable under the relevant Applicable Law. In the event that any Person or Governmental Authority
concludes, takes a view or asserts that the Investor and / or its Affiliates are ‘promoters’ (or otherwise treats the Investor
and / or its Affiliates as a ‘promoter’), then the Promoters and the Company shall co-operate with the Investor and / or its
Affiliates and make such representations and make full disclosures to such Person or Governmental Authority as may be
reasonably required by the Investor and/or its Affiliates to appropriately address the same. For the avoidance of doubt, it
is clarified that, if thereafter any Person or Governmental Authority refuses to recognize the Investor as not being a
‘promoter’ it shall not be a Material Event of Default under these Articles; however in such a scenario, unless otherwise
directed by SEBI, the Promoters shall offer or make available such number of additional Securities in the Company for
the purposes of any longer mandatory lock-in period which is applicable to ‘promoters’ of a company.

14.10 Without prejudice to the generality of Article 14.9 above, in the event the Company undertakes a QIPO, if requested by
the Investor, the Promoters, the Company and the Investor shall enter into an agreement for the dilution of some (but not
all) of the Investor’s rights, interests and protections (including but not limited to the Affirmative Vote Rights) (such
dilution of rights, interests and protections, in the aggregate, the “Affected Rights”) set out in the SHA or these Articles,
if, and only to the extent required to:

(a) demonstrate to the applicable Governmental Authorities that the Investor or its Affiliates do not qualify as
‘promoters’ of the Company under Applicable Law for the purposes of such QIPO; and

(b) to ensure that the Company complies with the Applicable Law and all regulatory requirements (inclusive of the
requirement of the Recognized Stock Exchanges and under the listing agreements) for the purposes of listing of
the Equity Shares on a Recognized Stock Exchange.

14.11 The dilution of the Affected Rights (including amendment of these Articles to reflect such dilution) shall be implemented,
and come into force, on the last date permitted under Applicable Law and provided the Company is proceeding with the
QIPO. If the QIPO is not completed as contemplated herein, the dilution of the Affected Rights pursuant to this Article
14 shall cease to have any effect and such Affected Rights shall be deemed to be immediately and automatically (without
the need for further notice) reinstated in these Articles with full force and effect, and the Shareholders and the Company
shall, if requested by the Investor, pass all such resolutions and take all such actions as are necessary or reasonably
requested by the Investor to formally reinstate the Affected Rights in these Articles.

14.12 It is clarified that, if any Securities acquired in the future by the Investor are convertible into Equity Shares and such
Securities have not been converted into Equity Shares as on the date of consummation of the QIPO, the Investor may (at
its sole option) require the Company, and the Company shall, promptly and, in any event, within 5 (five) Business Days
from receipt of such request, undertake such steps as are necessary, or reasonably requested by the Investor, for converting
such Securities held by the Investor into Equity Shares.

14.13 (i) No Subsidiary or holding company of the Company shall undertake a public offering of its share capital on any stock
exchange prior to the QIPO of the Company on a Recognised Stock Exchange without the prior written consent of the
Investor, which may be granted by the Investor subject to such terms and conditions as the Investor may deem fit; and
(ii) notwithstanding anything to the contrary herein, the consummation of any public offering of the Company’s Securities
shall at all times be subject to the rights of the Investor under Article 9.4.2 of these Articles.

14.14 For the avoidance of doubt, it is clarified that nothing in this Article 14 or these Articles shall (a) require the Promoters
to offer their Securities; or (b) require the Company to issue further Securities to the public, as a part of a QIPO if such
offer / issuance is likely to result in the Promoters (together with their Affiliates) holding less than 60% (sixty percent)
of the Share Capital of the Company on a fully diluted basis (proportionately reduced by any Securities that the Promoters
and / or their Affiliates have Transferred to any Third Parties after the Closing Date).

14.15 Subject to approval by post QIPO shareholders, the Parties agree that upon completion of the QIPO, the Investor shall
have a right to nominate 1 (one) director on the Board, until such time that the Investor continues to hold 5% (Five
percent) of the fully diluted share capital of the Company.

15 INVESTOR SALE
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15.1 If the Company has not completed a QIPO by the end of the Preferred Listing Period in the manner contemplated in
Article 14 above, then the Investor shall be entitled to exercise any of the exit options set out in this Article 15 and Article
16 below.

15.2 Exit During the Exit Period

15.2.1 If the Company has not completed a QIPO during the Preferred Listing Period, then, for a period of 12 (twelve) months
after the expiry of the Preferred Listing Period (the “Exit Period”), the Investor may, at least 3 (three) months prior to
the expiry of Exit Period, invite the Promoters to make a proposal for purchasing all of the Securities then held by the
Investor (the “Exit Invitation”) and the Promoters may, at their sole discretion and within 20 (twenty) Business Days of
receiving the Exit Invitation, make an offer to the Investor to purchase all of the Securities (the “Offer”) held by the
Investor in the Company, for the Offer Price (as defined below). Such Offer shall: (a) be unconditional, irrevocable and
binding on the Promoters; (b) provide details of the Promoters’ source of funding for paying the Offer Price; and (c)
include an undertaking that the Promoters have (or, as at the date the Offer will be completed, will have) sufficient funds
to pay the Offer Price.

15.2.2 If the Offer and the Offer Price are acceptable to the Investor, then the Investor is entitled (but not obliged) to accept the
Offer and sell the Securities then held by the Investor to the Promoters at the Offer Price and the Promoters shall be bound
to acquire the Investor’s Securities in accordance with the Offer and at the Offer Price.

15.2.3 The Company, the Investor and the Promoters shall cooperate with each other to ensure that the structure of the sale of
the Investor’s Securities to the Promoters pursuant to this Article 15.2 is (a) tax efficient for the Promoters, the Investors
and the Company; and (b) designed to limit any regulatory requirements (including regulatory consents) connected with
the Investor’s exit.

15.2.4 The Offer by the Promoters, issued to the Investor in accordance with Article 15.2.1 and Article 15.2.5(a), shall be valid
for acceptance by the Investor for a minimum period of 2 (two) months and a maximum period of 6 (six) months from
the date of receipt of the Offer Notice by the Investor (the “Offer Period”), provided that the Investor must accept the
Offer prior to the end of the Exit Period. The Promoters’ right to make an Offer to the Investor, as contemplated by Article
15.2.1 and Article 15.2.5, shall be exercised in accordance with the procedure set out in Article 15.2.5 below.

15.2.5 Procedure for the making of the Offer by the Promoters:

(a) The Promoters shall make the Offer by issuing a notice in writing (the “Offer Notice”) to the Investor stating
the duration of the Offer Period, as per Article 15.2.4 above, and the price per Investor Security at which the
Promoters are willing to purchase all of the Securities held by the Investor (the “Offer Price”). The Offer, and
the Offer Price, shall: (i) be in cash consideration only; (ii) be for all of the Securities held by the Investor at the
date upon which the Offer Notice is issued to the Investor; and (iii) not be contingent on any representations,
warranties, indemnities or conditions except for representations and warranties pertaining to the Investor’s clear
title to the Securities, and its capacity to undertake the Transfer.

(b) If the Investor wishes to accept the Offer, the Investor shall deliver a written notice to the Promoters (the
“Response Notice”) within the Offer Period (but before the end of the Exit Period) specifying the number of
Securities which the Investor is willing to transfer to the Promoters at the Offer Price (the “Offered Shares”).
Upon service of the Response Notice, the Offer shall be unconditional, irrevocable and binding on the Promoters,
the Investor and the Company, and the Promoters shall be bound to acquire the Offered Shares in accordance
with the terms of the Offer at the Offer Price and the Response Notice.

(c) If the Investor does not deliver the Response Notice to the Promoters within the Offer Period or the Investor
rejects the Offer, the Investor will have no obligation whatsoever to sell its Securities to the Promoters.

(d) The closing of any purchase of the Offered Shares (the “Offer Closing”) by the Promoters shall be completed
within a period of 45 (forty-five) Business Days from the date of the Response Notice or such longer period as
may be determined and notified to the Promoters by the Investor (the “Offer Closing Long Stop Date”).

(e) If the Offer Closing does not take place on or before the Offer Closing Long Stop Date, then the proposed sale
of Offered Shares to the Promoters shall be deemed to be automatically cancelled and terminated, provided that
the Promoters and the Investor may agree to extend the Offer Closing to a date that falls after the Offer Closing
Long Stop Date.

15.2.6 All costs and expenses payable to facilitate a Transfer of Securities from the Investor to the Promoters under this Article
15 shall be borne by the Investor. However, in the event of an Accelerated Exit under Article 24, the Company shall bear
all such costs.
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16 THIRD PARTY TRANSFER

16.1 If the Company has not completed a QIPO during the Preferred Listing Period in the manner contemplated in Article 14
above and the Promoters have not purchased all the Securities held by the Investor during the Exit Period (or after the
Exit Period where the Investor has delivered a Response Notice before the end of the Exit Period but the Offer Closing
occurs after the Exit Period) in the manner contemplated in Article 15 above, then the Investor shall be entitled (but not
obliged), by provision of a written notice (“Third Party Transfer Notice”), to require the Company and the Promoters
to initiate a sale process for all of the Securities then held by the Investor (together with all rights and benefits attached
to such Securities, including, without limitation, the rights, interests and protections set out in, or contemplated by the
terms of, the Transaction Documents), to any Person as may be identified by the Promoters (other than a Prohibited
Person), at a price per Security and upon such other terms and conditions as may be acceptable to the Investor (“Third
Party Transfer”); and for this purpose, a “Prohibited Person” shall mean any Person, a Transfer to whom would result
in the breach or violation of any laws applicable to the Investor, including laws pertaining to Sanctions. The Company
and the Promoters shall use their respective best efforts to identify such Third Party purchaser within 60 (sixty) Business
Days of receiving a Third Party Transfer Notice, or such longer period as may be reasonably requested by the Investor.
Notwithstanding the foregoing, the Investor shall be entitled to identify any Third Party purchaser it sees fit, and Transfer
any, or all of, the Investor’s Securities to such Third Party without any restriction whatsoever, on such terms and
conditions as the Investor may deem fit in its sole discretion, notwithstanding anything contained in Article 5.5 (Right of
First Offer) or the other provisions of these Articles. It is clarified, for the avoidance of doubt, that the provisions of
Article 5.5 (Right of First Offer) shall not apply to any Transfer of the Investor’s Securities conducted pursuant to this
Article 16.

16.2 Upon receipt of the Third Party Transfer Notice, the Promoters and the Company shall: (a) appoint a Merchant Banker,
the appointment of which must be approved by the Investor, who shall be given the mandate of identifying Person(s)
desirous of purchasing any, or all, of the Securities; and (b) appoint such other financial or technical advisors, bankers,
lawyers and accountants or other intermediaries, as acceptable to the Investor, to facilitate such Third Party Transfer. The
Third Party Transfer shall be effected at a price per Security and upon other terms and conditions as are acceptable to the
Investor in its absolute discretion.

16.3 The Company and the Promoters shall provide such assistance as may be required by the Investor for the purpose of
facilitating the Third Party Transfer, including providing representations, warranties and indemnities as required and such
information and access to personnel and documents as may be required by the Third Party purchaser for the purpose of
conducting a diligence on the Company or the Subsidiaries.

16.4 All costs and expenses payable (including Merchant Banker financial, technical advisors, bankers, lawyers and
accountants cost) to facilitate a Third Party Transfer under this Article 16 shall be borne by the Investor. However, in the
event of an Accelerated Exit under Article 24, the Company shall bear all such costs.

17 COMPANY BUYBACK

17.1 If the Company has not completed a QIPO during the Preferred Listing Period (or any extended period agreed to by the
Investor) and, if an exit has not been provided to the Investor within the Exit Period in the manner contemplated by
Articles 14 to 16, the Investor shall be entitled to require the Company to initiate a buyback of all, or a portion, of the
Investor’s Securities (“Buyback”), and the Company shall, subject to having sufficient cash, complete such Buyback in
accordance with the provisions below:

(a) The price at which each Investor Security shall be bought back shall, subject to Applicable Law, be the Buyback
Price (as defined in the SHA, and the provisions of Clauses 15.1 and 15.2 of the SHA shall apply in that regard,
and shall be deemed to be incorporated by reference herein). The Promoters and all other Shareholders shall
renounce any buyback of their Securities for the purposes of such Buyback and shall not tender them in any
buyback offer made by the Company, unless and until all the Investor Securities held by the Investor (or the
portion of such Investor Securities tendered to the Company as part of the Buyback) are bought back in full; and

(b) The Buyback shall be completed within 90 (ninety) Business Days of the process for the Buyback being initiated,
or within such other earlier time period as may be agreed by the Company, the Investor and the Promoters.

17.2 The Company and the Promoters shall (i) provide the Company Approved Valuer, Investor Approved Valuer and
Additional Approved Valuer (as the case may be, appointed in accordance with the terms of Clause 15.2 of the SHA) the
information, documents and materials as be required by each of them in order to calculate the Fair Market Value; and (ii)
make reasonable efforts to secure funding for the Company from a Third Party, in the event that the Company has
insufficient cash to complete the Buyback as contemplated hereunder.

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17.3 The Investor shall bear all costs in relation to the Buyback (including legal fees, accounting fees, investment / merchant
banker expenses, Approved Valuers expenses etc). However, in the event of a Default Buyback under Article 23.1.4, the
Company shall bear all costs in relation to the Buyback.

17.4 For the avoidance of any doubt, it is hereby clarified that the right of the Investor to require the Company to initiate the
“Company Buyback” or “Default buyback” as the case may be, is at the sole discretion of the company and the Company
is not obligated to initiate “Company Buyback “or “Default buyback” if they don’t intend to, for reason whatsoever.

18 GENERAL EXIT PROVISIONS

18.1 Each of the rights of the Investor contained in Article 14 through to Article 17 (collectively, the “Exit Articles”) are
independent of each other, and independent of any other rights available to the Investor under these Articles or under
Applicable Laws. The Company and the Key Promoters shall, jointly and severally , do all such acts and deeds as may
be necessary to provide a complete (or, if requested by the Investor, partial) exit to the Investor as required under the Exit
Articles set out in these Articles, including obtaining all required Approvals, if any, in a timely manner, and providing
full support and all assistance to the Investor in selling part or whole of its Investor Securities pursuant to any process
initiated under the Exit Articles.

18.2 In the event of an exit / exit transaction under the Exit Articles, the transfer restrictions set out at Article 5 (excluding
Article 5.2) of these Articles shall not apply in respect of any of the Shareholders, to the extent necessary to effectuate
the Exit.

19 NON-COMPETE

19.1 None of the Promoters and their respective Affiliates (excluding the Company) shall use, directly or indirectly, either by
themselves or in association with or through any Person or entity, in any manner whatsoever, the name, brand name,
mark and logo (a) “Dodla Dairy” in relation to any other business including a Similar Business; and (b) “Dodla” in respect
to (i) any fast moving consumer goods sector businesses or activities; or (ii) food or food products businesses or activities
(collectively referred to as the “FMCG Sector”). Provided that, nothing in these Articles shall prevent the Promoters and
their Affiliates from using the name “Dodla” for any business, activity or product which does not fall within the FMCG
Sector. Notwithstanding anything contained above, nothing in this Article 19 shall prevent the Promoters or their
respective Affiliates from using the name, brand name, mark or logo “Dodla” in those companies listed in Annexure 7 to
the SHA.

19.2 Notwithstanding anything contained in Article 19.1 above, the Investor acknowledges that Promoter 1 has set up two
entities which use the term ‘Dodla Dairy’ in its name i.e. (a) Dodla Dairy (Siddipet) Private Limited; and (b) Dodla Dairy
(Vinjumuru) (“Dodla Dairy Entities”). Promoter 1 shall ensure that each of the Dodla Dairy Entities makes an
application with the Registrar of Companies and / or other relevant authority to change the names of the above mentioned
entities to a name which does not use the term ‘Dodla Dairy’ within 30 (thirty) days from the Closing Date, and take all
other actions to ensure that the above mentioned entities cease using the term ‘Dodla Dairy’ as part of their names on
receipt of the name change approval from the Registrar of Companies and / or other relevant authority to a name which
does not use the term ‘Dodla Dairy’. If the cost of making the application for change of name of Dodla Dairy (Vinjumuru)
is (i) INR 650,000 (Rupees six hundred and fifty thousand only) or less, the cost of such name change shall be borne by
Promoter 1 (or Dodla Dairy (Vinjumuru)); and (ii) more than INR 650,000 (Rupees six hundred and fifty thousand only),
the Investor would have the option to either (A) reimburse Promoter 1 (or Dodla Dairy (Vinjumuru), as the case may be)
for such costs for the name change; or (B) waive the requirement for Dodla Dairy (Vinjumuru) to change its name and
require an undertaking to be provided by Promoter 1 and Dodla Dairy (Vinjumuru) to the effect that the only business
activities of Dodla Dairy (Vinjumuru) is to act as a milk chilling centre and provide milk to the Company (“Vinjumuru
Business”) and that other than the Vinjumuru Business, no other business would be carried out by Dodla Dairy
(Vinjumuru).

19.3 Each of the Key Promoters shall, and shall ensure that all the Key Employees of the Company shall, devote substantially
all of their time to the management and operations of the Company.

19.4 Each of the Promoters shall, and shall ensure that their respective Affiliates (excluding the Company) shall, on and from
the Closing Date, give up, part with, or cease and desist from carrying on any activity or business which is similar or
falling within the scope of the Business (the “Similar Business”).

19.5 On and from the Closing Date, each of the Promoters shall not, and shall ensure that their respective Affiliates (excluding
the Company) shall not, directly or indirectly, either by themselves or in association with or through any Person or entity,
in any manner whatsoever:

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 (a) commence, establish, promote, finance, invest in, carry on, engage in, conduct, attempt to commence, own,
manage, operate, join, assist, have an interest or control in any business entity which is carrying on a Similar
Business;

(b) engage in or conduct or carry on any Similar Business;

(c) other than for the benefit of the Company, in the manner authorised by the Board, canvass or solicit for any
Similar Business for itself or as an agent of any Person;

(d) utilise the word or the name “Dodla Dairy” and other derivatives thereof in relation to any business or activities
including any Similar Business, or do any act which adversely affects or injures the goodwill of the Company,
its Subsidiaries, or the aforesaid trademarks. Provided that, nothing in this Article 19.5 (d) shall prevent any of
the Dodla Dairy Entities from using the name “Dodla Dairy” till the name change application referred to in
Article 19.2 above has been approved by the Registrar of Companies / other similar authority (if any);

(e) other than for the benefit of the Company, in the manner authorised by the Board, solicit any customer,
distributor, supplier, dealer, or agents for the purpose of any business including the Similar Business; or

(f) solicit, canvass or entice away any staff, employee who is employed in any managerial, supervisory, technical,
sales or administrative capacity from the Company or its Subsidiaries for any Similar Business or any other
business.

19.6 Notwithstanding any other provision of these Articles, the Promoters shall not sell their Securities to any Person
who is engaged in a Similar Business except with the prior written consent of the Investor.

19.7 Any breach of the Promoters’ obligations under this Article 19 by any of them or their respective Affiliates shall
cause considerable damage and irreparable loss to the Company, its Subsidiaries and its Shareholders which are not
capable of being remedied by damages. Accordingly, in such event, the Company and its Shareholders shall therefore be
entitled to obtain injunctive relief to specifically enforce these Articles which shall be in addition to any remedy which
the Company or its Shareholders may have in law, equity or otherwise, including the remedies available to the Company
or the Investor against the Promoters and their respective Affiliates in terms of these Articles.

19.8 Notwithstanding any provisions to the contrary in these Articles, for the purpose of this Article 19, the
Promoters’ obligations under this Article 19 shall be joint and several, and a breach by any one Promoter of the provisions
of this Article 19 shall be deemed as a collective breach by all the Promoters.

20 ANNUAL RETURNS

The Company shall make the requisite annual returns in accordance with Sections 92 of the Act.

21 ETHICAL BUSINESS PRACTICES

21.1 Each of the Company, the Investor, and the Promoters, to the extent specified below, warrants and covenants the
following to each other with respect to the business of the Company:

(i) The Company shall continue to take such measures as are required by Applicable Law to ensure that the funds
invested in the Company are derived from transactions that do not violate the Anti-Corruption Laws, Anti-
Money Laundering Laws, or Sanctions Laws and Regulations.

(ii) Each of the Company, the Investor, and the Promoters shall cooperate with each other in providing such
additional information and documentation on the legal or beneficial ownership, policies, procedures and sources
of funds for the transaction as necessary or prudent to enable each other to comply with any Anti-Corruption
Laws, Anti-Money Laundering Laws and Sanctions Laws and Regulations.

(iii) The Company shall, and shall cause its Subsidiaries and the officers, directors, employees, and agents of the
Company and its Subsidiaries to conduct the business of the Company and the Subsidiaries in compliance with
AntiCorruption Laws, Anti-Money Laundering Laws, and Sanctions Laws and Regulations.

(iv) If the Investor reasonably believes that the Company may have breached, or any other party may have caused
the Company to have breached, any of the covenants set forth in this Article 21, the Investor shall have the right
to notify the appropriate Governmental Authority and to take such action as such Governmental Authority may
direct.
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 (v) The Company will ensure that no Covered Person will be party to the use of the assets of the Company for the
establishment of any unlawful or unrecorded fund or monies or other assets or making of any unlawful or
undisclosed payment.

(vi) The Company will ensure that no Covered Person is a Person with whom transactions are prohibited under any
Anti-Money Laundering Laws, AntiCorruption Laws or Sanctions Laws and Regulations. The Company shall
not use, and shall procure that no Covered Person shall use, directly or indirectly, the proceeds received under
any of the Transaction Documents for the purpose of, or with the effect of, funding or facilitating any activities
or business of or with any Person that would result in a violation of any provision of any of the Anti-Money
Laundering Laws or Sanctions Laws and Regulations by any Person. The Company and its Subsidiaries will
maintain all necessary and appropriate safeguards to ensure their compliance with this Article.

(vii) The Company shall cause to be delivered to the Investor all information reasonably requested by the Investor to
satisfy its reporting and audit obligations to its direct and indirect investors or auditors.

(viii) The Company shall not, and shall procure that no Covered Person shall, (i) take any act that would cause the
Company or, as of the date of the hereof, the Investor, or any of their respective directors, officers, or employees,
to be in violation of any Sanctions Laws and Regulations; (ii) enter into or facilitate any new contract,
investment, or transaction on behalf of the Company with a Sanctions Target that would cause any Person to be
in violation of, or be sanctionable under, any applicable Sanctions Laws and Regulations; or (iii) make any new
equity investments or pursue any new business activities on behalf of the Company that would cause any Person
to be in violation of, or be sanctionable under, any Sanctions Laws and Regulations. The Company shall inform
the Investor before entering into or facilitating any new contract, investment, or transaction involving any
Sanctions Target.

(ix) The Company shall not, and shall procure that no Covered Person shall, take any act that would cause the
Company or, as of the date hereof, the Investor, to be in violation of the Anti-Corruption Laws. Without limiting
the generality of the foregoing, the Company shall not, and shall procure that no Covered Person shall on behalf
of the Company, take any act in furtherance of a payment, offer, promise to pay, or authorisation or ratification
of a payment of any gift, money or anything of value to (i) a Government Official, or (ii) any person or entity,
while knowing or having reasonable grounds to believe that all or a portion of that payment will be passed on to
a Government Official to obtain or retain business or to secure an improper advantage, in violation of the Anti-
Corruption Laws.

(x) The Company shall not, and shall procure that no Covered Person shall on behalf of the Company, offer, give,
promise to pay, or authorise the payment of, anything of value directly or indirectly to or for the benefit of any
agent, intermediary, or employee of another company to improperly influence the recipient’s action or otherwise
to obtain or retain business or to secure any improper business advantage.

(xi) Other than as mandated by Applicable Law, the Company shall ensure that the Company and Covered Persons
shall not offer or provide a Government Official or Governmental Authority with an interest, whether direct or
indirect, legal or beneficial, in the Company or in any of its Subsidiaries or any legal or beneficial interest in
payments made to the Company pursuant to these Articles.

(xii) The Company shall ensure that no director or officer of the Company or its Subsidiaries shall make or cause to
be made any false or misleading statements to, or shall attempt to coerce or fraudulently influence, an accountant
in connection with any audit, review, or examination of the financial statements of the Company.

(xiii) The Company shall ensure that no license, permit, or land use rights are obtained in violation of Anti-Corruption
Laws.

(xiv) The Company shall ensure that it shall maintain reasonable internal controls and procedures intended to ensure
compliance with the Anti-Corruption Laws, including an anti-corruption compliance policy.

(xv) The Company shall, and shall procure that each of its Subsidiaries shall: (a) maintain its books and records in a
manner that, in reasonable detail, accurately and fairly reflects the transactions and dispositions of the assets of
the Company; (b) maintain a system of internal accounting controls sufficient to provide reasonable assurances
that: (i) violations of applicable Anti-Corruption Laws will be prevented, detected, and deterred; (ii) transactions
are recorded as necessary (A) to permit preparation of periodic financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such statements and (B) to maintain
accountability for assets; (iii) the recorded assets are compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences; (iv) access to its assets is permitted only in

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 accordance with management’s authorisation; and (v) does not maintain any off-the-books accounts or more
than one set of books, records, or accounts.

(xvi) Notwithstanding any other provision of these Articles to the contrary, nothing herein shall (i) require any
Shareholder to make any payment that it reasonably believes will constitute a violation of the Anti-Corruption
Laws or other Applicable Laws or (ii) prohibit any Shareholder, in its sole discretion, from reporting any actual
or possible violation of the Anti-Corruption Laws, AntiMoney Laundering Laws, Sanctions Laws and
Regulations, or other Applicable Laws to law enforcement officials.

(xvii) Each of the Company, the Promoters, and the Investor and their Affiliates may be subject to (i) the Anti-
Corruption Laws; (ii) Title III of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107 56 (2001) and other similar laws and
regulations, (iii) Sanctions Laws and Regulations, and (iv) U.S. antiboycott laws and regulations administered
by the U.S. Department of Commerce and the U.S. Internal Revenue Service (collectively, the “Transactional
Requirements”).

(xviii) The Company shall not and shall direct its direct or indirect shareholders, officers and employees, not to take
any action or knowingly omit to take any action that would cause a violation by the Company or the Investor or
any of their respective Affiliates of the Transactional Requirements, regardless of U.S. jurisdiction over the
activity.

(xix) The Company shall adopt and shall procure that the Subsidiaries adopt, no later than 3 (three) months following
the Closing Date, the compliance policy attached as Exhibit A to the SHA or a comparable compliance program
and code of conduct acceptable to the Investor in its reasonable discretion (the “Compliance Code”). The
Compliance Code shall include, and shall be updated to include, policies and procedures reasonably designed to
ensure compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions
Laws and Regulations. In implementing the Compliance Code, the Company shall, and shall cause each
Subsidiary and the directors, officers, employees, and agents of the Company and the Subsidiaries to follow the
policies and procedures set forth in the Compliance Code, including (i) all training, education, and certification
procedures, (ii) all due diligence procedures related to agents of the Company and the Subsidiaries, (iii) all audit
and internal control procedures, (iv) adequate commitment of resources to ensure the capacity to carry out the
programs required by the Compliance Code, and (v) appropriate procedures to ensure accurate books and records
and other policies and procedures set forth in the Compliance Code. The Company shall cause a chief compliance
officer to be appointed (who shall be a suitable and competent person with relevant knowledge of and experience
with laws applicable to the Company) to carry out the compliance function of the Company, within a period of
30 (thirty) Business Days from the Closing Date. The Company shall cause disciplinary procedures to be
enforced, and mechanisms for reporting suspected violations of policies, laws and regulations to be created.

21.2 Due Diligence on Subsidiaries: It is acknowledged : (a) that the Investor intends to conduct additional due diligence into
the Company’s operations outside of India, and that the Investor’s due diligence activities will extend beyond the
Execution Date; and (b) that the Investor may propose, and the Company and the Shareholders will adopt, abide by and
(where applicable) execute, additional policies, enhancements and / or remedial actions designed to, in the Investor’s
reasonable opinion, ensure the Company’s and its Subsidiaries’ compliance with the Anti-Corruption Laws and the
Sanctions Laws and Regulations. For the purposes of this clause, “remedial action” includes, without limitation, the
Promoters and the Company taking all necessary action to cause the Company (or, if applicable, its Subsidiaries) to: (i)
cease and desist any business activities (including exporting goods and services) that violate, or may violate, Sanctions
Laws and Regulations; and (ii) terminate any contractual relationships, or other dealings or interactions, with third parties
(including, without limitation, customers, suppliers, service providers, agents and Government Officials) that, in the
Investor’s reasonable opinion and after consultation with the Promoters, may cause the Company (or, if applicable, its
Subsidiaries) to violate Anti-Corruption Laws.

22 INDEMNIFICATION

The Company and the Key Promoters shall jointly and severally indemnify, defend and hold harmless, the Investor, its
Affiliates and its respective employees, officers, directors and agents (the “Indemnified Parties”), from and against, and
pay or reimburse the relevant Indemnified Parties against: (i) any and all Losses (including reasonable attorneys’ fees)
arising out of or in connection with any breach of representations or warranties, covenants, undertakings and obligations
as provided in these Articles or the SHA; and (ii) any penalty(ies) imposed on the Company, the Company Subsidiaries
and/or any directors of such entities for any non-compliance or breach of Applicable Laws (“Regulatory Penalty(ies)”)
((i) and (ii) being collectively referred to as the “Indemnification Event(s)”); and the Key Promoters shall be jointly and
severally liable with the Company in respect of the indemnity obligations hereunder. The provisions of Clause 20 of the
SHA shall, mutatis mutandis, apply to this Article 22, and shall be deemed to be incorporated by reference herein.

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23 SPECIFIC COVENANTS

23.1 Taxes

All payments to be made by the Company or the Promoters to the Investor under the SHA shall be made net of applicable
withholding Taxes, which shall be paid by and borne by the Company.

23.2 Insurance

23.2.1 The Company shall and the Promoters shall, at all times, cause the Company to obtain and maintain an adequate directors’
liability insurance policy.

23.2.2 The Company shall, and the Promoters shall, at all times, cause the Company to, obtain and maintain adequate insurance
cover (agreed to by the Investor) for the Assets and liabilities and for health and safety of employees and workmen of the
Company and the Subsidiaries.

23.3 Intellectual Property Protection

The Company shall take all steps, reasonably required by the Investor, to protect its intellectual property rights, including
without limitation registering those trademarks, brand names and copyrights as requested by the Investor. The Company
and the Promoters shall cause the employees, officers and the Directors of the Company to enter into such agreements or
undertakings from time to time for protecting its intellectual property rights, as may be reasonably requested by the
Investor, within such time period as may be requested by the Investor.

23.4 Related Party Transactions

Subject to Article 9.4.2, all agreements and arrangements between the Company and any of the Related Parties shall be
entered into on an arm’s length basis or approved by the Board of Directors/the Shareholders (as may be applicable) with
the written consent of the Investor Directors / Investor (as the case may be), and shall be subject to the other provisions
of these Articles.

23.5 Downstream Investment & ODI

Any downstream investment or ODI made by the Company shall be strictly in accordance with Applicable Laws
(including the FEMA Regulations) and shall only be made after obtaining the prior written consent of the Investor.

23.6 Usage of name of the Investor and/or the Investor Directors or the Investor Observers or their Affiliates

Neither the Company nor the Promoters nor any of their Affiliates shall, without the prior written consent of the Investor,
use the name of the Investor or the Investor Director or the Investor Observers or any of their Affiliates for any marketing,
promotional or other similar purposes.

23.7 Compliance with Applicable Laws

23.7.1 Each of the Promoters and the Company shall be in material compliance with Applicable Laws at all times and in all
respects. The Promoters shall cause the Company to be in material compliance with Applicable Laws at all times and in
all respects.

23.7.2 Without prejudice to the foregoing, the Company shall not, and the Promoters shall procure that the Company and each
of its Subsidiaries shall not, engage in any activity which is not permitted under Applicable Laws.

23.8 Statutory Auditor and Internal Auditor

The Company shall, within 30 (thirty) days’ of the Closing Date appoint the statutory auditor and the internal auditor of
the Company who shall be anyone of the Big 4 Firms.

23.9 Social Impact Covenants

23.9.1 Statement of Principle: The Investor’s investment in the Company is intended not only to achieve competitive financial
returns for the Investor and to help the Company create value for its stakeholders but also to generate positive, sustainable
and long term social benefits for farmers and their communities through the Company’s milk procurement strategy, which
provides a fair and reliable source of milk offtake directly to farmers, and the Company’s “value-add” initiatives which,
among other objectives, are designed to: (i) lower the farmers’ raw material costs via offering bulk-feed purchasing
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 arrangements; (ii) provide farmers with: (a) close proximity to the Company’s bulk milk collection centres; and (b) access
to electronic milk analyzers to accurately and transparently verify the quality of raw milk being poured (or verify the
quality of their milk); (iii) ensure the health and proper monitoring of the farmers’ livestock by providing veterinary
services; (iv) improve farming techniques and farmers’ yields by offering training camps; and (v) facilitate access to
credit for farmers and ensure accounts payable cycles are fair so farmers can manage their cash flow effectively (the
“Value-Added Services”). The Value-Added Services are intended to provide meaningful, long-term benefits to both
the Company and the farmers that supply raw milk directly to the Company.

23.9.2 The Company shall: (i) continue to source milk offtake directly from farmers in accordance with its existing milk
procurement strategy (as in place at the date hereof) and, subject to the Adjustment Factors, at such levels which are no
less than those set out in the table below (“Offtake KPIs”); (ii) use its reasonable commercial efforts to grow the absolute
number, and relative percentage, of farmers that supply raw milk directly to the Company (as opposed to farmers that
supply raw milk to the Company’s agents); and (iii) within 10 (ten) Business Days of the end of each month and to the
extent reasonably practicable, provide the Investor with an update on its milk procurement levels and if the Company is
meeting its Offtake KPIs.

Aggregate Annual Offtake From Farmers Directly, or Indirectly (i.e., through 75%
agents)

Number of Farmers Engaged 250,000

The Offtake KPIs shall be reviewed and recalibrated on a half-yearly basis or, if reasonably requested by the Investor, on
a quarterly basis, as agreed between the Promoters and the Investor, within 30 (thirty) Business Days of the end of such
half-year or quarter (as applicable) (each an “Offtake KPI Adjustment”). To the extent that the Offtake KPIs are not
satisfied due to: (i) the Company’s reasonable and bona fide response to market or financial conditions; (ii) a fall in milk
supply from farmers or a fall in demand from consumers for the Company’s milk products due to seasonal factors
(including, without limitation, “flush” and “lean” seasons); or (iii) other factors outside the Company’s reasonable control
(the “Adjustment Factors”), the Company shall not be deemed to be in breach of this Article 23.9.2, provided that, at
all times, the Company must act in good faith and in the spirit of the objectives set out in Article 23.9.1 (including, without
limitation, the Statement of Principle).

23.9.3 The prices offered by the Company to farmers for raw milk offtake shall, at all times, be equal to, or higher than, the fair
market value for raw milk that exists at the time of determination and as applicable to the specific geographic market in
which the farmers operate (the “FMV Condition”). Any change to the prices offered to farmers by the Company shall
be driven solely by market conditions, seasonal factors (including, without limitation, “flush” and “lean” seasons), supply
and demand dynamics, and other economic factors outside of the Company’s reasonable control (subject, at all times, to
the FMV Condition) but, when calculating prices to be paid for raw milk offtake from farmers, the Company is entitled
to have due and fair regard to: (i) its profitability levels / margins; (ii) other reasonable commercial and financial factors;
and (iii) the best interests of the Company and its shareholders (“Approved Pricing Exceptions”).

23.9.4 The Business Plan of the Company shall contain reasonably detailed provisions addressing the Company’s milk
procurement expansion strategy and pricing strategy for, and Value Added Services to be undertaken by the Company
in, the Financial Year to which the Business Plan relates.

23.9.5 At each Board Meeting or as reasonably requested by the Investor, the Promoters shall (or shall procure that a member
of the Company’s senior management shall) provide the Investor with a reasonably detailed update on the Company’s
compliance with the covenants set out in this Article 23.9, including, without limitation: (i) providing detailed reporting
on the Offtake KPIs so the Investor and Promoters can determine if an Offtake KPI Adjustment is required; (ii) disclosing
current pricing offered by the Company to farmers for raw milk offtake and identifying how pricing has been calculated
and why the Company believes pricing satisfies the FMV Condition (including performing a comparative analysis of
prices offered to farmers by the Company’s competitors); and (iii) reporting on the provision of Value Added Services
and any other farmer-orientated initiatives the Company has launched or intends to implement.

24 CONSEQUENCES OF MATERIAL EVENT OF DEFAULT

24.1 In the event that the Company and / or any of the Promoters commit a Material Event of Default, in addition and without
prejudice to the rights available with the Investor under Applicable Laws, equity or otherwise, the Investor shall be
entitled, at its sole discretion, to exercise any or all of the following:

24.1.1 the right to Transfer its Securities without any obligation to comply with any of the Transfer restrictions under these
Articles; and

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24.1.2 the right to issue a Notice to the Company and the Promoters, requiring the Company and the Promoters to consummate
an exit transaction before the expiry of the Exit Period (“Accelerated Exit”). It is clarified that the provisions of the Exit
Articles shall be applicable mutatis-mutandis in the event of an Accelerated Exit. Until such Accelerated Exit is provided,
the Investor shall be entitled to seek injunctive relief or restraining orders to ensure discontinuation of the Material Event
of Default.

24.1.3 Put Option:

(a) Subject to Applicable Law, the Investor shall have the right (but not obligation) to require one or more of the
Promoters (“Put Obligors”) to purchase and / or cause the purchase from the Investor of all, or a portion, of the
Securities then held by it (“Put Option”) at a price which shall be equal to the Fair Market Value of the Put
Shares (defined below) to be Transferred pursuant to the Put Option (and otherwise proportionally adjusted for
stock splits, stock dividends, recapitalizations of the Put Shares) (“Put Option Price”). The Company and the
Promoters shall (i) provide the Investor Approved Valuer with information, documents and materials as required
by it in order to calculate the Fair Market Value; and (ii) make reasonable efforts to secure funding for the
Company from a Third Party in the event that the Put Obligors have insufficient cash to complete the Put Option
as contemplated hereunder.

(b) The Investor may exercise the Put Option in one or more tranches, by way of issuing a written notice to the Put
Obligors (each such notice a “Put Notice”). The Put Notice shall also set out the Put Option Price and the Put
Option Closing Date (defined below).

(c) Upon issuance of the Put Notice by the Investor to the Put Obligors, the Put Obligors shall be under an obligation
to purchase all (and not some) of the Securities stipulated by the Investor in the Put Notice (“Put Shares”) from
the Investor at the Put Option Price. The closing / consummation of the purchase of the Put Shares from the
Investor by the Put Obligors shall take place on the Business Day falling on the 30th (thirtieth) day from the
date of the Put Notice or such earlier date as may be notified by the Put Obligors to the Put Option Holder (“Put
Option Closing Date”).

(d) Upon the Investor issuing the Put Notice (to the Put Obligors), the Company and the Put Obligors shall undertake
all necessary actions and provide all necessary assistance that may be required to consummate the Put Option.

(e) The Investor shall not be required to provide any representations or warranties in relation to the Transfer of the
Put Shares under the Put Option except representations and warranties that it has (a) not created any
Encumbrances on the Put Shares, other than in compliance with the provisions of the SHA and / or these Articles;
and (b) all necessary power and authority and has taken all necessary actions to authorise the sale of the Put
Shares to the Put Obligor in the manner contemplated in this Article 24.1.3.

(f) The Company, the Promoter and the Investor shall do all such acts and deeds as may be required to complete
the Transfer of the Put Shares pursuant to the exercise of the Put Option, including (a) making of all requisite
filings as may be required by Applicable Law; and (b) with respect to each of the Put Obligors, the sale or other
disposition of Securities and / or the incurrence of financial indebtedness or otherwise to raise cash sufficient to
pay the Put Option Price in the event the Put Obligors have insufficient cash to complete the Put Option as
contemplated hereunder.

(g) Without prejudice to anything else in this to Article 24.1.3, the Investor shall have the right to revoke the Put
Notice at any time whatsoever and for any reasons whatsoever. It is, however, clarified that the revocation of a
Put Notice by the Investor shall not prejudice the Investor’s right to issue subsequent Put Notices in accordance
with this Article 24.1.3.

(h) Each of the Put Obligors shall procure all Approvals, consents, permits and other authorizations from the
Governmental Authorities, if any, as may be necessary for giving effect to the Transfer of Put Shares by the
Investor to the Put Obligors and payment of the Put Option Price by the Put Obligors to the Investor in
consideration for such Transfer. The Investor shall provide all necessary cooperation to enable the Put Obligors
to procure such Approvals, consents, permits and other authorizations.

(i) All costs and expenses payable (including payments towards stamp duties) in relation to the transfer of Put
Shares under these Articles, shall be borne by the Put Obligors.

24.1.4 Default Buyback:

The Investor shall be entitled to request the Company to initiate a buyback of all, or a portion, of the Investor’s Securities
(“Default Buyback”), and the procedure set forth in Article 17 relating to a Buyback shall mutatis mutandis apply to a
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 Default Buyback, save and except that the Fair Market Value of the Investor’s Securities shall be determined solely by
an Investor Approved Valuer, and the Company and the Promoters shall (i) provide the Investor Approved Valuer with
information, documents and materials as be required by it in order to calculate the Fair Market Value; and (ii) make
reasonable efforts to secure funding for the Company from a Third Party in the event that the Company has insufficient
cash to complete the Buyback as contemplated hereunder. For the avoidance of any doubt, it is hereby clarified that the
right of the Investor to require the Company to initiate the “Company Buyback” or “Default buyback” as the case may
be, is at the sole discretion of the company and the Company is not obligated to initiate “Company Buyback “or “Default
buyback” if they don’t intend to, for reason whatsoever.

24.2 In the event that any of the Accelerated Exit, Put Option, or Default Buyback under the aforementioned Articles 24.1.2,
24.1.3 and/or 24.1.4 are not undertaken by the Promoters and/or the Company (as applicable) for any reason whatsoever,
the Investor shall have the right to require, the Transfer of such amount of Securities (as elected by the Investor) held
directly or indirectly by the Promoters (and / or any Affiliates to whom the Promoters have transferred their Securities in
accordance with these Articles) which would represent up to 13% (thirteen percent) of the Share Capital of the Company
on the date of such Transfer (“Default Securities”) to the Investor and/or any Person nominated by the Investor
(“Investor Nominee”), and subject to, and in conformity with, Applicable Law at a price per Default Security, as notified
by the Investor, at its sole discretion, to the Promoters, and the following provisions shall be applicable to such Transfer
of the Default Securities:

(a) The Promoters shall do all acts, deeds and things necessary to give effect to the Transfer of the Default Securities
to the Investor Nominee, including providing any warranties, representations, indemnities, covenants or other
assurances in relation to the Transfer of the Default Securities and the Company as may be required by the
Investor.

(b) At the closing of the Transfer of the Default Securities, the Promoters shall deliver duly executed transfer
instructions to the relevant depository participant in respect of the Default Securities proposed to be Transferred
(as well as share certificates in respect of such Default Securities), and the Promoters shall ensure that such
Default Securities shall be Transferred with clear title and free and clear of any Encumbrances. At such closing,
all of the parties to the transaction shall execute such additional documents as may be necessary or appropriate
to effect the Transfer of the Default Securities to the Investor Nominee.

(c) Any costs and transaction expenses incurred in connection with Transfer of the Default Securities in accordance
with this Article 24.2 shall be payable by the Company.

(d) For the avoidance of doubt, it is clarified that if the Investor has exercised its rights under this Article 24, and
the Default Securities have been duly Transferred to the Investor in accordance with the provisions of this Article
24.2, the Investor shall not be permitted to subsequently exercise a right under this Article 24 on account of any
subsequent Material Event of Default.

24.3 Notwithstanding anything to the contrary, (a) the restrictions on Transfer of Securities set out in Article 5 above
shall not apply to Article 24.1.3, Article 24.1.4 and Article 24.2; and (b) ‘Fair Market Value’ of the Company and the
Securities for the purposes of this Article 24 shall mean the fair value of the Securities determined by an Approved Valuer
nominated by the Investor.

24.4 In the event that there is any breach of the provisions of Article 9.4.2 with respect to the Affirmative Vote Item
set out at paragraph (ff) of the definition of “Affirmative Vote Items” under Article 1.1 (or the corresponding Critical
Affirmative Vote Item, as applicable), the Investor shall be entitled to the rights specified in Article 24.1.2.

25 FALL AWAY OF RIGHTS

25.1 Subject to Article 5.4.4, if the Shareholding Percentage of the Investor along with its Affiliates is:

(a) 10% (ten percent) or above, the Investor shall continue to have all the rights under these Articles, including the
right to (i) nominate two Directors to the Board; and (ii) exercise affirmative voting rights in respect of the
Affirmative Vote Items;

(b) 5% (five percent) or above but less than 10% (ten percent), the Investor shall have the right to nominate only
one Director to the Board and the right to exercise affirmative voting rights only in respect of the Critical
Affirmative Vote Items, but shall continue to have all other rights under these Articles. Provided that, the
provisions of this Article 25.1(b) shall not be applicable where the Shareholding Percentage of the Investor along
with its Affiliates is reduced to less than 10% (ten percent) pursuant to any Buyback under Article 17 or any
Default Buyback under Article 24.1.4; and

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 (c) Less than 5% (five percent), the Investor shall not have the right to nominate any Directors to the Board or
exercise any affirmative voting rights in respect of the Affirmative Vote Items or have any rights under the Exit
Articles, but shall continue to have all other rights under these Articles.

26 BOOKS AND DOCUMENTS

26.1 The Board shall cause true accounts to be kept of all sums of money received and expended by the company and the
matters in respect of which such receipts and expenditure takes place of all sales and purchases of goods by the Company
and of the assets, credits and liabilities of the Company.

26.2 If the Company shall have a branch office, whether in or outside proper books of account relating to the transactions
effected at the office shall be kept at that office, and proper summarized returns, made up to date at intervals of not more
than three months, shall be sent by the branch office to the Company at its registered office or to such other place in India,
as the Board think fit, where the main books of the Company are kept.

26.3 All the aforesaid books shall give a fair and true view of the affairs of the company or of its branch office, as the case
may be, with respect to the matters aforesaid and explain its transactions.

26.4 The books of account shall be kept the registered office or at such other place in India as the Board may think fit.

26.5 A copy of every balance sheet including the profit and loss A/C, the auditor's report and every other documents required
by law to be annexed or attached, as the case may be, to the balance sheet which is to be laid before the Company in
general meeting, shall be made available for inspection at the registered office of the Company during working hours for
a period of twenty-one days before the date of the meeting. A statement containing the salient features of such documents
in the prescribed form or the copies of the documents aforesaid shall be sent to every member of the Company, not less
than twenty-one days before the date of the meeting.

26.6 Subject to the provisions of Section 129 of the Act every balance sheet and profit and loss account of the Company share
be in the forms, set out in Parts 1 and 2 respectively of Schedule 6 of the Act, and in the consonance with the mandatory
accounting standards prescribed or as near thereto as the circumstances admit.

26.7 So long as the Company is a holding company having a subsidiary the Company shall conform to Section 129 of the Act
and other applicable provisions of the Act.

26.8 The balance sheet and the profit and loss account shall be approved by the Board before they are signed on behalf of the
Board in accordance with the provisions of this Article and before they are submitted to the auditors for their report
thereon.

26.9 The profit and loss account shall be annexed to the balance sheet and the auditor's report shall be attached thereto.

26.10 Every balance sheet laid before the Company in annual general meeting shall have attached to it a report by the Board
with respect to the state of the Company's affairs, the amounts if any, which it proposes to carry to any reserves in such
balance sheet and the amount, if any.

26.11 The report by the Board shall so far as it is material for the appreciation of the state of the Company's affairs by its
members and will not in the Board's opinion be harmful to the business of the Company or of any subsidiaries, deal with
any changes which have occurred during the financial year in the nature of the Company's business, carried on by them
and generally in the classes of business in which the company has an interest.

26.12 The report by the Board shall also include statements as required under Section 134 of the Act.

26.13 The Board shall also give the fullest information and explanations in its report in cases falling under the provision to
Section 129 of the Act in an addendum to its report, on every reservation, qualification or adverse remarks contained in
the auditor's report.

26.14 The Board's report and addendum (if any) thereto shall be signed by its Chairman if he is authorized in that behalf by the
Board: and where he is not so authorized shall be signed by such number of Directors as are required to sign the balance
sheet and profit and loss account of the Company by virtue of these Articles and the Act.

27 AUDIT

27.1 Subject to the provisions of these Articles, once at least in every year the books of accounts of the Company shall be
examined and audited by one or more auditor or auditors.
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27.2 Where the Company has a branch office, the provision of section 143 of the Act shall apply.

27.3 The Auditors' Report shall be read before the Company in Annual General Meeting and shall be open to inspection for
any Member.

28 WINDING UP

28.1 Subject to the provisions of the Act as to preferential payments and Article 6, the assets of the Company shall on its
winding up, by applied in satisfaction of its liabilities pari passu and subject to such application shall be distributed
among the Shareholders according to their rights and interests in the Company.

28.2 Subject to Article 6, if the Company shall be wound up whether voluntarily or otherwise, the liquidators may with the
sanction of a special resolution divide among the contributories in specie or kind any part of the assets of the Company,
and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of
the contributories or an of them, as the liquidators with the like sanction shall think fit, in case any shares to be divided
as aforesaid involve a liability to calls or otherwise any persons entitled under such division to any of the said shares may
within ten days after the passing of the special resolution by notice in writing direct the liquidators to sell his proportion
and pay him the net proceeds, and the liquidators shall, if practicable, act accordingly.

29 SERVICE OF NOTICE AND DOCUMENTS

29.1 The Company shall comply with the provisions of Section 20, 101 and 115 of the Act as to the service of notices.

29.2 If a Member has specified that it may be contacted through electronic mail or facsimile transmission, then the Company
may contact such Member at the specified address or number, provided that such a communication is sent to the Member
at an address specified by it, through a reputed courier company on the same or next Business Day.

29.3 Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share, shall be
bound by every notice in respect of such share which previous to his name and address being entered in the register, shall
have been duly given to the person from whom he derives his title to such share.

29.4 The signature to any notice to be given by the Company may be written, printed or lithographed.

29.5 Any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of these
Articles shall, notwithstanding such member then deceased and whether or not the Company has notice of his death, be
deemed to have been duly served in respect of any share whether registered solely or jointly with other persons, until
some other person be registered in his stead as the member in respect thereof and such service for all purposes of these
Articles be deemed a sufficient service of such notice or document on his/her heirs, executors or administrators and all
persons, if any, jointly interested with him or her in any such share.

30 MISCELLANEOUS

30.1 Severability

Any provision of these Articles which is invalid or unenforceable, shall be ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the applicability of the remaining provisions hereof. In the event any
provision of these Articles is invalid or unenforceable, reasonable efforts shall be made to mutually discuss and arrive at
a provision which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

30.2 Assignment

The Company, the Promoters or the Investor shall not be entitled to, nor shall they purport to, assign, transfer, charge or
otherwise deal with all or any of its rights or obligations under these Articles or the SHA, nor grant, declare, create or
dispose of any right or interest in it, in whole or in part, provided that without prejudice to the rights of the Investor under
these Articles or the SHA, the Investor or its Affiliates shall be entitled to assign any or all of its rights (including the
representations, warranties and indemnities extended to the Investor under the SHA and these Articles) or transfer any or
all of its obligations hereunder to any of its Affiliates freely (with or without Transfer of any Securities) and to any other
Person, in connection with the transfer of its Securities, in accordance with the conditions contemplated in Article 5.4.

30.3 Specific Performance

Damages may not be an adequate remedy and the Company, the Promoters or the Investor may be entitled to an injunction,
restraining order, right for recovery, specific performance or other equitable relief to restrain any breach or enforce the
473
 performance of the covenants, representations, warranties and obligations contained in these Articles. These injunctive
remedies are cumulative and are in addition to any other rights and remedies that the Company, Investor and Promoters
may have at law or in equity, including without limitation a right for damages.

30.4 Authorised Representative

30.4.1 The rights of the Promoters and their Affiliates under these Articles may only be exercised through and at the direction
of one of the Promoters, who shall be the agent, authorised representative and attorney of all the Promoters (the
“Authorised Representative”). Further, the Authorised Representative shall be entitled to and have the power to agree
and execute any amendments to the provisions of these Articles and the SHA, give and receive notices and
communications, agree to negotiate, enter into settlements and compromises, and demand arbitration and comply with
orders of courts and awards of arbitrators with respect to the SHA and / or these Articles and take all actions necessary,
expedient or appropriate in the judgement of such Promoter to achieve the foregoing, for and on behalf of all the
Promoters. Each and every receipt, document, deed, matter and thing which shall be made, done or executed by the
Authorised Representative pursuant to this Article 30.5.1, shall be valid and effectual to all intents whatsoever as if the
same has been done by such Promoter in its own proper person.

30.4.2 As of the date of these Articles, the Promoters have irrevocably appointed Promoter 1 as the Authorised Representative
and if Promoter 1 is unable to act as the Authorised Representative due to any reason whatsoever, then Promoter 2 shall
be the Authorised Representative for the purposes of these Articles.

30.4.3 Any purported exercise by a Promoter of any right under these Articles which is not approved by or undertaken at the
direction of the Authorised Representative shall be deemed to be ineffective and disregarded. Each of the Promoters shall
be deemed to have appointed the Authorised Representative as his or her attorney with full power to exercise the rights
of the Promoter under these Articles. Any action taken or document executed by the Authorised Representative shall be
deemed to be acts done or documents executed by the Promoters and shall be binding on the Promoters and the Company
and the Investor shall be entitled to rely and act upon the same.

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 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before
the date of this Draft Red Herring Prospectus) which are or may be deemed material will be attached to the copy of the Red Herring
Prospectus/ Prospectus which will be delivered to the RoC for registration. Copies of the contracts and also the documents for
inspection referred to hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days from
date of the Red Herring Prospectus until the Bid/ Offer Closing Date (except for such documents executed after the Bid/ Offer
Closing Date).

A. Material Contracts for the Offer

1. Offer Agreement dated August 9, 2018 among our Company, the Selling Shareholders and the BRLMs.

2. Registrar Agreement dated August 7, 2018 among our Company, the Selling Shareholders and the Registrar to
the Offer.

3. Escrow Agreement dated [●] among our Company, the Selling Shareholders, the Registrar to the Offer, the
BRLMs, the Escrow Collection Bank(s) and the Refund Bank(s).

4. Share Escrow Agreement dated [●] among the Selling Shareholders, our Company and the Share Escrow Agent.

5. Syndicate Agreement dated [●] among our Company, the Selling Shareholders, the BRLMs and the Syndicate
Members.

6. Underwriting Agreement dated [●] among our Company, the Selling Shareholders and the Underwriters.

7. Monitoring Agency Agreement dated [●] between our Company and the Monitoring Agency.

B. Other Material Contracts in relation to our Company

1. Shareholders Agreement dated May 2, 2017 entered into between our Company, Listed Persons and TDDHPL as
amended by amendment agreement executed on July 12, 2017 between our Company, Listed persons and TDDHPL
and second amendment agreement dated July 13, 2018.

2. Share Purchase Agreement dated May 2, 2017 between our Company, TDDHPL, and Dodla Sunil Reddy, Dodla
Sesha Reddy, Dodla Subba Reddy, Dodla Girija Reddy, Dodla Deepa Reddy, D Padmavathamma as amended by the
first amendment agreement dated July 3, 2017

3. Share Purchase Agreement dated May 2, 2017 between our Company, TDDHPL and Black River Capital Partners
Food Fund Holding (Singapore) Pte. Ltd.

4. Shareholders Agreement among Indira Gandhi Centre for Advanced Research on Livestock Private Limited,
International Media and Cultures, our Company and GVC dated August 26, 2009

5. Collaboration Agreement dated January 10, 2009 among our Company, International Media and Cultures and Indira
Gandhi Centre for Advanced Research on Livestock Private Limited

6. Dairy Project Development Agreement dated April 1, 2014 among our Company and GVC

7. Managing Director appointment agreement dated July 3, 2017 as amended by the employment amendment agreement
dated May 4, 2018

8. Whole-time Director employment agreement dated May 4, 2018

9. Memorandum of Understanding entered into in 2014 with Hillside Dairy and Agriculture Limited and a a business
transfer agreement dated July 30, 2014

C. Material Documents

1. Certified copies of the updated Memorandum and Articles of Association of our Company as amended from time
to time.

2. Certificate of incorporation dated May 15, 1995 issued by the Registrar of Companies, Andhra Pradesh at Hyderabad
to our Company, in the name of Dodla Dairy Limited.
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 3. Certificate of commencement of business dated May 23, 1995 Andhra Pradesh at Hyderabad to our Company

4. Resolutions of the Board of Directors dated July 13, 2018, in relation to the Offer and other related matters.

5. Shareholders’ resolution dated July 17, 2018, in relation to this Offer and other related matters.

6. Resolution by the board of directors of Investor Selling Shareholder dated July 24, 2018 authorising the Offer for
Sale.

7. Dodla Dairy Limited Employees Stock Option Plan 2018.

8. Copies of the annual reports of our Company for the Fiscals 2018, 2017, 2016, 2015 and 2014.

9. CRISIL consent letter dated July 26, 2018.

10. CRISIL Report dated August 3, 2018.

11. The examination report of the Statutory Auditor, on our Company’s Restated Financial Statements, included in this
Draft Red Herring Prospectus and consent from auditors for inclusion of financials.

12. The statement of special tax benefits dated July 20, 2018 from the Statutory Auditors.

13. Chartered engineer consent dated August 2, 2018

14. Consent of the Directors, the BRLMs, the Syndicate Members, Domestic Legal Counsel to our Company, Legal
Counsel to the BRLMs as to Indian Law, Legal Counsel to the Investor Selling Shareholder, Registrar to the Offer,
Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s), Monitoring Agency, Bankers to our
Company, Company Secretary and Compliance Officer as referred to in their specific capacities.

15. Consent letter dated August 3, 2018 issued by the Investor Selling Shareholder consenting to the inclusion of its
portion of the Equity Shares in the Offer for Sale.

16. Consent letter dated August 4, 2018 issued by the Individual Selling Shareholder consenting to the inclusion of her
portion of the Equity Shares in the Offer for Sale.

17. Due Diligence Certificate dated August 9, 2018, addressed to SEBI from the BRLMs.

18. In principle listing approvals dated [●] and [●], issued by BSE and NSE, respectively.

19. Tripartite agreement dated October 18, 2012, between our Company, NSDL and the Registrar to the Offer.

20. Tripartite agreement dated May 4, 2018, between our Company, CDSL and the Registrar to the Offer.

21. SEBI observation letter dated [●].

22. Board resolution dated December 17, 2015 and shareholders’ resolution dated January 11, 2016, for the payment of
a consultancy fee for a period of five years from January 11, 2016 to our Chairman, Dodla Sesha Reddy

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to
compliance of the provisions contained in the Companies Act and other relevant statutes.

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 DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the regulations or guidelines issued by SEBI, established under section 3 of the SEBI Act, as the
case may be, have been complied with and that no statement or undertaking in this Draft Red Herring Prospectus is contrary to the
provisions of the Companies Act, the SCRA, SCRR, the SEBI Act or rules or regulations made there under or guidelines issued,
as the case may be. We further certify that all the statements and disclosures made in this Draft Red Herring Prospectus are true
and correct.

SIGNED BY DIRECTORS OF OUR COMPANY

Dodla Sesha Reddy

(Chairman and Non-Executive Director)

Dodla Sunil Reddy

(Managing Director)

Madhusudhana Reddy Ambavaram

(Whole-Time Director)

Akshay Tanna
(Non- Executive Nominee Director)

Kishore Mirchandani
(Independent Director)

Ponnavolu Divya
(Independent Director)

Rampraveen Swaminathan
(Independent Director)

Raman Tallam Puranam

(Independent Director)

SIGNED BY CHIEF FINANCIAL OFFICER

______________________________
Hemanth Kundavaram

Place: Hyderabad
Date: August 9, 2018

477
 DECLARATION BY THE INVESTOR SELLING SHAREHOLDER

The undersigned Selling Shareholder hereby certifies that all statements and undertakings made by such Selling Shareholder in
this Draft Red Herring Prospectus about or in relation to itself in connection with the Offer for Sale, and the Equity Shares being
offered by it pursuant to the Offer for Sale are true and correct. The Selling Shareholder assumes no responsibility for any other
statement, including statements made by the Company or any other Selling Shareholder or any expert or any other person(s) in
this Draft Red Herring Prospectus.

SIGNED FOR AND BEHALF OF TPG DODLA DAIRY HOLDINGS PTE. LTD.

______________________________

Name: Francis Woo

Designation: Director

Date: August 9, 2018

Place: Singapore

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 DECLARATION BY THE INDIVIDUAL SELLING SHAREHOLDER

The undersigned Selling Shareholder hereby certifies that all statements/disclosures and undertakings made by such Selling
Shareholder in this Draft Red Herring Prospectus about or in relation to herself in connection with the Offer for Sale, and the
Equity Shares being offered by her pursuant to the Offer for Sale are true and correct.

SIGNED BY THE SELLING SHAREHOLDER

DODLA DEEPA REDDY

______________________________

Date: August 9, 2018

Place: Hyderabad

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