To the Members,

The Directors have pleasure in presenting the 30th Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March 2023.

(RS. in crore)

In view of losses, the Board has not recommended any dividend for the financial year 2022-23 on equity shares.

The Revenue from Operations was RS. 294.84 crore during the year as compared to RS. 208.08 crore in the previous year.

In 2022-23 overall market situation has improved, and your Company able to regain market share in consumer pack powder category after focused marketing and promotion initiatives. The robust sales growth is driven by growth in across the categories.

India's liquid milk production in 2022-23 impacted by the outbreak of the Lumpy Skin Disease (LSD) in many parts of the country leading to unprecedented increase in Milk prices.

Though milk prices during the year remain high due to higher fodder cost and uneven monsoon which led to prolonged dry spells which has impact the cost and price benefit ratio.

Your Company launched new products based on the consumer requirements, the customized products were well accepted by food service and institutional customers. New customers are being added to expand the business with new customized product offerings.

Your Company enhanced milk procurement capabilities by adding new BMCs and new VLCs to get stable milk supply throughout the year. Your Company provided veterinary and vaccination service during the LSD outbreak, and imparted training for prevention and control the LSD outbreak.

In 2022-23 milk prices have witnessed sharp rise of over 20 per cent, higher prices helped farmer to invest more in milk production, and it will help achieve price stability in future.

The Company has upgraded its plant to further amendments of FSSC 22000 version 5.0, GMP and Quality Management System as per ISO: 9001 2015. 24 Certified Internal Auditors continued their support for compliances across functions at the plant site as well as the front end. Good Manufacturing Practices (GMP), Prevention of Food Fraud, Food Threats and Integrated Pest Management System remained the most important compliance practices.

Your Company successfully cleared GMP & Food Safety Audits, conducted by the four renowned brands in FY 2022-23. This covers infrastructure and systems in the dairy processing plant for food safety compliance. In-house capability of QA lab is maintained and enhanced the systems and processes.

India remained the largest producer and consumer for dairy products and grown continuously even after COVID or LSD outbreak. Dairy industry is adopting environment-friendly and climate-smart technologies like mobile milk testing labs, cold chain infrastructure and several digital platform are launched to farmers which with real-time information on milk prices, weather, animal health, dairy farming which is helping farmers to make informed decisions and improve their productivity.

The growth of some value-added product categories witnessed significant growth after COVID due to hygiene and health concern.

opportunities i. Innovation in dairy transportation and cold chain supply infrastructure will bring boost in liquid availability in milk deficient areas of the country. ii. Govt. initiative to develop cooperatives at panchayat level will boost milk procurement facilities. iii. Product engineering in the value added category and introduction of innovative products, as per the specific requirements of the customers, will bring growth in the coming years.

Threats i. Growth in milk production is not keeping pace with the growth in demand, and higher fodder cost reduces farmers margin and discourages them from making further investments. ii. Climate change and delayed summer leading longer dry spells and impacting overall yield of milch animal.

Growth & work

Indian Dairy industry has shown steady growth, it will increase its contribution in overall GDP growth. Value-added product categories are expected to deliver a double-digit growth in the coming years. Rapid urbanisation and population growth will help in robust growth of the liquid milk market, which is estimated to grow by 2.0 times in the next 5 years.

Dairy analogues, adulteration and plant-based products pose a major challenge and threat to the dairy industry and specially to value added product category.

Employees are considered as key stakeholders in the progress of organisation and various initiatives are being taken to upgrade their skills through internal and external training. Job rotation opportunities are encouraging people to take on new roles and maximize their learning and work experience. "Reward and Recognition" schemes have been introduced to develop a competitive and performance-oriented work culture. Automation of HR functions helps in building speed, accuracy and improve employee experience. In order to encourage leadership and problem-solving qualities among workmen, your Company has established cross

Functional Team projects. Your Company provides various Communication platforms with Senior Leadership to ensure open and transparent feedback from employees.

Industrial Relations remained cordial throughout the year under review.

The Company has in place adequate internal controls commensurate with the size and nature of its operations.

There is a Corporate Internal Audit team consisting of qualified professionals. In addition, services of external Audit firm is also availed to further strengthen its effectiveness. Regular internal audits are conducted to review the internal control systems and compliance thereof as per the annual audit plan approved by Audit Committee of the Board. The findings reviewed by the Audit Committee and corrective actions are initiated, where necessary. In addition, the Company also follows a Compliance monitoring software tool to capture status of all applicable statutory compliances online.

During the year under review, there has been no change in the Authorised and Paid-up share capital of the Company. As on 31st March 2023, the Authorised Share Capital of the Company was RS. 21 crore and Paid Up Share Capital was RS. 11 crore. During the year under review, CRISIL Limited has revised the Credit Rating in respect of Company's Long Term and Short Term Bank Facilities at CRISIL BBB-.

Pursuant to the provisions of the Companies Act, 2013 (‘the Act'), the Annual Return of the Company is available on the website of the Company and can be accessed at https://www.umangdairies.com/Annual%20Return%202022-23.pdf

During the year the Company has not given/made any loans, guarantees/securities and investments in terms of the provisions of Section 186 of the Act.

During the financial year ended 31st March 2023, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business and on arm's length basis and were in compliance with the applicable provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations').

Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is available on the website of the Company.

During the year under review, Shri Ramesh Chand Surana (DlN:00089854) was appointed as an Non-Executive Independent

Director of the Company w.e.f. 5th August, 2022 for a period of three consecutive years and the requisite resolution in this regard was passed by the Shareholders at the Annual General Meeting (AGM) held on 13th September, 2022. The Board is of the opinion that Shri Ramesh Chand Surana has high integrity and relevant experience. During the year under review, Shri Ram Chandra Periwal (DlN: 00168904) had ceased to be Director of the Company w.e.f. 19th September 2022 on completion of his second term as Independent Director of the Company and Smt. Sharda Devi Singhania (DIN:01685496) resigned from the Directorship of the Company w.e.f. 4th February 2023. The Board places on record its appreciation for the valuable contributions and guidance received from them during their tenure. Ms. Pooja Gurwala (DlN:08663866) was appointed as Non-Executive Non-Independent Director of the Company w.e.f. 8th February 2023 and the requisite resolution in this regard was passed by the Shareholders on 23rd March 2023 through Postal Ballot (through remote e-voting only).

Shri Sandeep Bhalla, ceased to be Manager and Whole Time Key Managerial Personnel of the Company under the Act on the close of business hours on 2nd May 2023.

Shri Manish Upadhyaya was appointed as Chief Executive Officer designated as Business Head and Whole time Key Managerial Personnel w.e.f. 19th May 2023. Shri A.S. Mehta (DIN: 00030694), retires by rotation and being eligible offers himself for re-appointment at the forthcoming AGM of the Company.

All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided under the Act and Listing Regulations.

Except as stated above, there was no other change in Directors and Key Managerial Personnel of the Company, during the year under review.

Your Company considers community as its key stakeholder and endeavours to create economically viable and socially inclusive. CSR programmes of the Company are aimed at inclusive development and welfare of the community by providing livelihood opportunities through micro enterprises, healthcare, sanitation, education, empowering women through adult literacy and other means.

The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Act. CSR Policy of the Company is displayed on the website of the Company.

31st March 2023, in the prescribed format, is annexed to this AnnualReportonCSRactivitiesduringthefinancial

Report as Annexure-1 and forms part of it.

In accordance with the provisions of the Act and the Rules made thereunder, M/s Singhi & Co., Chartered Accountants, were reappointed as Statutory Auditors of the Company for their second term of fiveconsecutive years from the conclusion of the

29th AGM till the conclusion of the 34th AGM to be held in the year 2027.

The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed.

The Board of Directors had appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out Secretarial Audit of the Company for the financial year 2022-23. The Report given by him for the said financial year in the prescribed format, pursuant to the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations, is annexed to this Report as Annexure-2 and forms part of it. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the provisions of Section 148(1) of the Act, the Company has maintained cost accounts and records.

The Cost Audit for the financial year ended 31st March 2022 was conducted by M/s Sanjay Kumar Garg & Associates, Cost Accountants, and the Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India. The Audit of the Cost Records for the financial year ended 31st March 2023, is being conducted by the said firm and the Report will also be filed with the Ministry of Corporate Affairs, Government of India.

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. Further, during the year under review, no applications were made or no proceedings were pending as at the end of the year under the Insolvency and Bankruptcy Code, 2016.

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

During the year under review, there was no change in the nature of business of the Company.

The details as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed to this

Report as Annexure-3 and forms part of it.

Disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-4 and forms part of it. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, also form part of this Board Report. However, in terms of provisions of Section 136 of the

Act, the Annual Report for the financial year 2022-23 is being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company

Secretary. The said information is also available for inspection at the Registered Office of the Company on working days during working hours.

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Auditors

Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report.

The Corporate Governance Report which forms part of this Annual Report, also covers the following: a) Particulars of the four Board Meetings held during the financial year under review. b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors. c) 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. d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism. e) Details regarding Risk Management. f) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not taken any deposits from the public.

The applicable Secretarial Standards issued under Section 118 of the Act have been complied with by the Company.

As required under Section 134(3)(c) of the Act, your Directors state that:-a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any; b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) the proper internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and f) the proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report contains forward looking statements which may be identified by the use of words in that direction or connoting the same. All statements that address expectations or projections about the future, including, but not limited to statements about the Company's strategy for growth, product development, market position, expenditures and financial results are forward looking statements. These are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievement could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise such forward looking statements, on the basis of any subsequent development, information or events.

The Directors wish to thank its Customers, Shareholders, Banks, Dealers, Suppliers and Government Authorities for their continued support.

The Board also places on record its sincere appreciation of the hard work, put in by the employees at all levels during the period under report.