LETTER OF APPOINTMENT OF INDEPENDENTDIRECTOR

Date: [●]

To
[●] [Name]
[●] [Address]

Dear Sir / Madam,

Sub: Appointment / Re- Appointment of Independent Director

We thank you for your confirmation to the Company that you meet the "independence"
criteriaasenvisagedinSection149(6)oftheCompaniesAct,2013("Act")andforyourconsentingtoholdoffi
ceasaDirectoroftheCompany.

Pursuanttoyourconfirmation,we are pleased to inform you that upon the recommendation of the
Nomination and Remuneration Committee, the Board of Directors (hereinafter referred as “the Board”)
of Dodla Dairy Limited (“DDL” or “the Company”) and the shareholders has approved your appointment/
reappointment as an Independent Director of the Company (“Independent Director”).

ThislettersetsoutthetermsofyourappointmentasanIndependentDirector.YourrelationshipwiththeCo
mpanywillbethatofanoffice-holderandnotoneofcontractforemploymentintheCompany.

The terms of your appointment, as set out in this letter, are subject to the extant provisions
oftheapplicablelaws (asamendedfromtimetotime):

1. TERMSOFAPPOINTMENT

In accordance with the provisions of the Companies Act,2013 and the Rules made there under read with
Schedule IV to the Act, as amended from time to time, you will be Appointed /re-appointed as a Non-
Executive Independent Director on the Board of Directors of the Company. Your appointment will be
for a term of Five years,
unlessterminatedearlierorextended,aspertheprovisionsofthisletterorapplicablelaws("Term").AsanIn
dependentDirectoryouwillnotbeliabletoretirebyrotation.Your appointment is also subject to the
maximum permissible Directorships that one can hold as per the provisions of the Actand the Listing
Agreement

The term Independent Director should be construed as defined under the Companies Act, 2013 and the
Listing Agreement.

2. BOARD COMMITTEES

The Board of Directors (the Board) may, if it deems fit, invite you for being appointed on one or more
existing Board Committees or any such Committee that is set up in the future. Your appointment on
such Committee(s) will be subject to the applicable regulations.

Currently, the Board has Four committees: Audit Committee, Nominations and Remuneration
Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The
Board is responsible for constituting, assigning, co-opting and fixing terms of service for committee
members. The chairperson of the Board, in consultation with the Company Secretary and the committee
chairperson, determines the frequency and duration of the committee meetings. Normally, the Audit
Committee, Stakeholders Relationship Committee meet four times a year and remaining committees

This is a Model Letter of Appointment and is subject to Amendment/ Modification.

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shall meets whenever it is required. Recommendations of the committees are submitted to the full
Board for approval. The quorum for meetings is either two members of the committee or one-third of
the members of the committee, whichever is higher.

3. TIME COMMITMENT

As a Non-Executive Director, you are expected to bring objectivity and independence of view to the
Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s
strategy, performance, and risk management as well as ensuring high standards of financial probity and
corporate governance. The Board meets at least four times in a year. By accepting this appointment, you
confirm that you can allocate sufficient time to meet the expectations from your role to the satisfaction
of the Board.

4. PROFESSIONAL CONDUCT

As an Independent Director, you shall:

a) uphold ethical standards of integrity and probity;

b) act objectively and constructively while exercising your duties;
c) exercise your responsibilities in a bona fide manner in the interest of the Company;
d) devote sufficient time and attention to your professional obligations for informed and balanced
decision-making;
e) not allow any extraneous considerations that may vitiate your exercise of objective independent
judgment in the paramount interest of the Company as a whole, while concurring in or
dissenting from the collective judgment of the Board in its decision making
f) not abuse your position to the detriment of the Company or its shareholders or for the purpose
of gaining direct or indirect personal advantage or advantage for any associated person.
g) refrain from any action that could lead to a loss of your independence;
h) ensure that if circumstances arise under which you may lose your independence, you will
immediately inform the Board accordingly;
i) assist the Company in implementing the best corporate governance practices.

5. ROLES, RESPONSIBILITIES AND DUTIES

Your roles, Responsibilities and duties will be those normally required of a Non-Executive Independent
Director under the Companies Act, 2013 and the Rules made there under read with Schedule IV to the
Act, as amended from time to time and the SEBI LODR Regulations as amended from time to time. There
are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in
nature and are as under:

a) You shall act in accordance with the Company’s Articles of Association.

b) You shall act in good faith in order to promote the objects of the Company for the benefit of its
members as a whole, and in the best interest of the Company.
c) You shall discharge your duties with due and reasonable care, skill and diligence.
d) You shall not involve yourself in a situation in which you may have a direct or indirect interest
that conflicts, or possibly may conflict, with the interest of the Company. Please refer to Clause
9 for full explanation on conflict of interest.
e) You shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to
your relatives, partners or associates.
f) You shall not assign your office as Director and any assignments so made shall be void.

In addition to the above requirements applicable to all Directors, the role of the Non-Executive Director
has the following key elements:

This is a Model Letter of Appointment and is subject to Amendment/ Modification.

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 a) Strategy: Non-Executive Directors should constructively challenge and help develop proposals
on strategy;

b) Performance: Non-Executive Directors should scrutinize the performance of management in

meeting agreed goals and objectives;

c) Risk: Non-Executive Directors should satisfy themselves on the integrity of financial information
and that financial controls and systems of risk management are robust and defensible;

d) People: Non-Executive Directors are responsible for determining appropriate levels of

remuneration of Executive Directors and have a prime role in appointing, and where necessary,
removing Executive Directors and in succession planning;

e) Reporting: Non-Executive Directors take responsibility for the processes for accurately reporting
on performance and the financial position of the Company; and

f) Responsibilities: Independent directors have the same general legal responsibilities to the
Company as that of any other director. The Board, as a whole, is collectively responsible for
ensuring the success of the Company by directing and supervising the Company’s affairs.

6. STATUS OF APPOINTMENT

You will not be an employee of the Company and this letter shall not constitute a contract of
employment. You will be paid such remuneration by way of sitting fees for meetings of the Board and its
Committees as may be decided by the Boardfrom time to time.

The Board of Directors of the Company pursuant to the provisions of Section 197 of the Companies Act
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for the time being in force) approved
for payment of INR. [●](Rupees [●] only) for each meeting of the Boardandits Committees thereof as
sitting fees subject to a maximum of INR [●]per annum plus conveyance & traveling and such other
expenses.

You may resign from the directorship of the Company by giving a notice in writing to the Company
stating the reasons for resignation and also to Registrar of Companies (R O C). The resignation shall take
effect from the date on which the notice is received by the Company or the date, if any, specified by you
in the notice, whichever is later.

7. REIMBURSEMENT OF EXPENSES

In addition to the sitting fee described in clause No.6 the Company will, for the period of your
appointment, reimburse you for travel, hotel and other incidental expenses incurred by you in the
performance of your role and duties.

8. INSURANCE

The Company has Directors’ and Officers’ (D & O) liability insurance policy and it is intended that DDL
will assume and maintain such cover for the full term of your appointment.

9. CONFLICT OF INTEREST

It is accepted and acknowledged that you may have business interests other than those of the Company.
As a condition to the commencement of your appointment, you are required to declare any such

This is a Model Letter of Appointment and is subject to Amendment/ Modification.

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directorships, appointments and interests to the Board in writing in the prescribed form at the time of
your appointment.

In the event, that your circumstances seem likely to change and might give rise to a conflict of interest
or, when applicable, circumstances that might lead the Board to revise its judgment that you are
independent, this should be disclosed to both the Chairman and the Company Secretary of the Company

10. CONFIDENTIALITY

All information acquired during your appointment is confidential to the Company should not be
released, either during your appointment or following termination (by whatever means) to third parties
without prior clearance from the Chairman of the company unless required by law or by the rules of any
stock exchanges or regulatory body. On reasonable request, you shall surrender any documents and
other materials made available to you by DDL.

Directors are prohibited from dealing in the Company’s shares during the period when the trading
window is closed. Further, directors, being designated officers of the Company for the purpose of insider
trading guidelines, are to pre-clear all trades (buy/sell/gift) from the Company Secretary / the
Compliance Officer of the Company. You are required to complywith the applicable insider trading laws
and regulations prescribed by SEBI from time to time. You are also required to comply with the
Company's Code of Conduct and Ethics, enclosed with this letter of appointment.

11. EVALUATION

The Company has adopted a policy on Board Evaluation. The policy provides for evaluation of the Board,
the Committees of the Board and individual Directors, including the Chairman of the Board. As per the
Policy, the Company will carry out an evaluation of the performance of the Board as a whole, Board
Committees and Directors on an annual basis. Your appointment and re-appointment on the Board shall
be subject to the outcome of the yearly evaluation process.

12. INDEPENDENT PROFESSIONAL ADVICE

There may be occasions when you consider that you need professional advice in furtherance of your
duties as a Director and it will be appropriate for you to consult independent advisor(s) at the
Company’s expense. The Company will reimburse the full cost of expenditure incurred.

13. TERMINATION

You may resign from your position at any time and should you wish to do so, you are requested to serve
a reasonable written notice on the Board.

Continuation of your appointment is contingent on your getting re-elected by the shareholders in

accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company,
from time to time in force.

You will not be entitled to compensation if the shareholders do not re-elect you at any time. Your
appointment may also be terminated in accordance with the provisions of the Companies Act, 2013 and
as per the Articles of Association of the Company from time to time in force.

14. GOVERNING LAW

This appointment letter is governed by and will be interpreted in accordance with Indian laws and your
engagement shall be subject to the jurisdiction of the Indian courts.

This is a Model Letter of Appointment and is subject to Amendment/ Modification.

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If you are willing to accept these terms of appointment relating to your appointment as a non-executive
Independent Director of the Company, kindly confirm your acceptance of these terms by signing and
returning to us the enclosed copy of this letter.

Yours sincerely
For Dodla Dairy Limited

Dodla Sunil Reddy

Managing Director

Encl:
Copy of the Code of conduct & Ethics
Copy of the D & O Policy

AGREE AND ACCEPT

I have read and understood the terms of my appointment as an Independent Director of the Company
and I hereby affirm my acceptance to the same.

Name: Signature
Place: Date:

This is a Model Letter of Appointment and is subject to Amendment/ Modification.

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