Hindustan Foods Ltd Directors Report

During the year under review, no options were granted under the said Scheme and consequently the disclosures to be made in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI SBEB Regulations are not applicable.

Post the closure of the year, the Nomination and Remuneration Committee of the Board of Directors of your Company at their Meeting held on July 28, 2025, had granted 1,47,100 Stock Options to the eligible Employees of the Company and its Subsidiary Companies.

To conserve resources and in order to strengthen your Companys financials, your Directors do not recommend any Dividend for the year under review.

Your Companys Equity Shares are listed on BSE Limited (BSE) and on National Stock Exchange of India Limited (NSE) The applicable listing fees for Financial Year 2025- 26 have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the year under review

Your Companys Equity Shares are available for dematerialisation through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2025, 97.84% of the Equity Shares of your Company were held in Demat form.

Your Company continues to enjoy following accreditations:- 1 FSSC 22000 - Food Safety System Certification

2. ISO 9001:2015 - Quality Management System

3. ISO 14001:2015 - Environment Management System

4. ISO 45001: 2018 - Occupational Health & Safety Management System

5. ISO 13485:2016 - Medical Devices- Quality Management Systems

6. BRC GS - Global Standard for Consumer products Personal Care and Household

7 MHRA - Medical & Health Regulatory Authority certification.

8 BRC GS- GFSI - Global Standard for Food Products

9 Sedex SMETA 4 pillar - Sedex Members Ethical Trade Audit certification

Your Company has not accepted any deposits from Public / Members falling under the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid/ unclaimed deposits as on March 31, 2025.

HFL Consumer Products Private Limited (HCPPL) continues to be the Wholly Owned Subsidiary of your Company as on date of this report. HCPPL is into the Business for Contract Manufacturing of Ice-Cream

Your Company continues to hold 81% Partnership interest in Aero Care Personal Products LLP ("ACPPL") as on date of this report and ACPPL is into the Business of manufacturing and trade of Cosmetics, Personal Care and Toiletries Products.

HFL Healthcare and Wellness Private Limited (HHWPL) (Formerly known as Reckitt Benckiser Scholl India Private Limited) continues to be a Wholly-Owned Subsidiary of your Company as on date of this report. HHWPL is into the business of manufacturing and supplying of footcare/ footwear products and also engaged in the business of OTC Healthcare and Wellness, segment as a Contract Manufacturer During the year under review HHWPL was a material subsidiary of your Company as per the Listing Regulations

HFL Multiproducts Private Limited (HMPL), continues to be a Wholly Owned Subsidiary of your Company as on date of this report HMPL is into the business of food & beverages for a branded Company and has started business of manufacturing, processing and packaging of bottled water

KNS Shoetech Private Limited (KNS), continues to be a Wholly-Owned Subsidiary of your Company as on date of this report. KNS is into the business of manufacturing the entire portfolio of sports shoes and sneakers and open footwear including all their Components thereof

During the year under review, KNS allotted 9,33,100 (Nine Lakhs Thirty Three Thousand One Hundred) Compulsorily Convertible Preference Shares ("CCPS") on October 11, 2024, and 19,15,640 (Nineteen Lakhs Fifteen Thousand

Six Hundred Forty) Compulsorily Convertible Debentures ("CCDs") on November 8, 2024, each having a face value of Rs.10/- and issued at Rs.50/-, per instrument, with Rs.12.5/- per instrument paid-up at the time of allotment to certain identified allottees, and the balance amount shall be received by KNS in tranches as and when called upon.

Your Company monitors the performance of its Subsidiary Companies, inter alia, Financial Statements, in particular investments made by Subsidiary Companies, are reviewed quarterly by your Companys Audit Committee

Minutes of the Board Meetings of Subsidiary Companies are placed before your Companys Board regularly A statement containing all significant transactions and arrangements entered into by Subsidiary Companies are placed before your Board Presentations are made to your Board on business performance of Subsidiaries of your Company by the Senior Management

In terms of the Companys Policy on determining "Material Subsidiary" and as defined in Regulation 16(1)

As stipulated by the Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by your Company in accordance with the applicable Accounting Standards The Audited Consolidated Financial Statements, together with Auditors Report, forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of each Subsidiaries, Joint Venture and joint operations in the prescribed Form AOC-1 forms part of the Financial Statements to this Report

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary and Associate

During the year under review, India Ratings and Research (Ind-Ra) has re-affirmed the Long-Term Issuer Rating to IND A+/ Stable of your Company. The outlook is Positive

To the best of our knowledge and belief and based on the information and representations received from the operating management, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures,

(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other rregularities

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively

During the year under review, Mr Sandeep Mehta (DIN. 00031380), Independent Director of your Company, who was appointed on August 9, 2019 for a term of 5 years upto August 8, 2024, did not offer his candidature for re-appointment by the Shareholders for 2nd Term Consequently, he ceased to be the Director with effect from end of business hours of August 8, 2024.

Mr Sarvjit Singh Bedi (DIN: 07710419) and MsAmruta Adukia (DIN: 07877389) have tendered their resignations as Non- Executive Non-Independent Directors of your Company with effect from end of business hours of September 18, 2024 and February 12, 2025 respectively, citing professional responsibilities and commitments.

The Board appreciates on record their contribution in the guidance and expertise knowledge towards the goal of your Company, during their tenure.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr Nikhil Vora (DIN: 05014606) Non-Executive, Non-Independent Director of your Company, retires by rotation at the ensuing Annual General Meeting and being eligible, Mr Nikhil Vora offers himself for re-appointment Your Board has recommended his re-appointment

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Listing Regulations is enclosed herewith as Annexure to the Notice of the Annual General Meeting

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, Mr Sameer R Kothari, Managing Director, Mr Ganesh Argekar, Whole-time Director, Mr Mayank Samdani, Chief Financial Officer and Mr Bankim Purohit, Company Secretary and Legal Head are the Key Managerial Personnel of your Company

Pursuant to Section 149(7) of the Companies Act, 2013, your Company has received declarations from all the Independent Directors of your Company viz, Mr Shashi K Kalathil, Ms Honey Vazirani, and Mr Neeraj Chandra confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulation in respect of their position as an "Independent Director" of your Company, In terms of provisions of Section 134(3)

(d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of all these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same.

Further, the Independent Directors of your Company have confirmed that, they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Your Board is of the opinion that, the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of your Company have registered themselves with the Indian Institute of Corporate Affairs.

A minimum of 4 (Four) Board Meetings are held annually. Additional Board Meetings are convened by giving appropriate Notice to address the Companys specific needs and business Agenda. The Meetings of your Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. In case of business exigencies or urgency of matters, approvals are taken by convening the Meetings at a Shorter Notice with consent of the Directors or by passing resolutions through circulation as permitted under the applicable law, which are noted and confirmed in the subsequent Board and Committee Meetings

During the year under review, the Board of Directors of your Company met 6 (Six) times viz. on May 21, 2024, August 13, 2024, September 24, 2024, November 12, 2024, February 7, 2025 and March 6, 2025. The details of the Board Meetings and the attendance records of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, the Independent Directors of your Company are required to hold at least one Meeting in a Financial Year without attendance of Non- Independent Directors and Members of the Management

During the Financial Year 2024-2025, Independent Directors of your Company met twice on May 21, 2024 and February 07, 2025. All the Independent Directors were present at the Meeting

The Committee comprises of 4 (Four) Members out of which 2 (Two) are Independent Directors The Committee is chaired by Mr Neeraj Chandra, Independent Director, who serves as the Chairman of the Committee, M r Shrinivas Dempo, Ms Honey Vazirani and Mr Sameer Kothari are the other Members of the Committee

The composition, terms of reference, number of Meetings held during the Financial Year under review and other nformations of the Stakeholders Relationship Committee are provided in Corporate Governance Report which forms part of this Annual Report.

The CSR Committee comprises of 3 (Three) Members out of which 1 (One) is Independent Director. The Committee is chaired by Mr Sameer Kothari. Mr Ganesh Argekar and Mr Shashi K Kalathil are the other Members of the Committee

The terms of reference, number of Meetings held during the year and details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report

During the year under review, your Company took various initiatives towards supporting projects in the area of Education, Welfare, Healthcare and Safety Measures, Rehabilitation of homeless young women and providing various facilities to senior citizens and needy peoples Based on the recommendation of the CSR Committee for the amount of expenditure to be incurred on the CSR activities, your Board and the Management of your Company had contributed towards the specified activities [aid down under your Companys policy on expenditure on CSR

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure I forming part of this Annual Report.

Knowing the importance of managing and pre-empting risks effectively for sustaining profitable business, your Company has constituted a Risk Management Committee, in line with the Listing Regulations, as it is covered and applicable to the top 1000 Listed entities.

The Risk Management Committee comprises of 6 (Six) Members out of which 2 (Two) are Independent Directors. The Committee is chaired by Mr Sameer Kothari.

Mr Ganesh Argekar, Mr Shashi K Kalathil, Ms Honey Vazirani, Mr Mayank Samdani and Mr Bankim Purohit are the other Members of the Risk Management Committee of your Board.

The terms of reference, number of Meetings held during the Financial Year and details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the Financial Year 2024-2025, your Company has raised Rs. 120 Crores against conversion of warrants into Equity Shares Apart from this, during the Financial Year 2023-2024, your Company had raised Rs. 175 Crores against receipt of being 25% upfront money against preferential issue of warrant and received 75% of the balance amount against the part conversion of warrants into Equity Shares. As on March 31, 2025, the Company has raised aggregating to Rs. 295 Crores through preferential issue

The details of the funds raised, objects and amount of deviation, if any is provided in the below table.

(Rs. In Crores)

There is no deviation or variation in the utilisation of funds from the objects stated in the Explanatory Statement to the Notice for the Extra Ordinary-General Meeting held on October 20, 2023 for approval of Preferential allotment of Warrants The funds raised through the respective issues were utilised for the purpose for which it was raised and in accordance with the objects of the said Preferential issue.

Pursuant to the provisions of Regulation 32 of the Listing Regulations the necessary disclosures were submitted with the Stock Exchanges and is available on website of the Company viz hindustanfoodslimited.com

Your Board has laid down Internal Financial Controls (IFC) within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013. Your Board believes that, your Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. Your Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as business evolves. Your Company has a process in place continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2025 is given in a separate Annexure to this Report as Annexure II

The Annexure in pursuance to the Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014, is not being sent along with this Report to the Members of your Company in line with the provisions of Section 136 of the Companies Act, 2013 Members who are interested in obtaining these particulars may write to the Company Secretary and Legal Head at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 40th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days

Pursuant to the requirements of Section 139(2) of the Companies Act, 2013 (the Act), M/s M S K A & Associates, Chartered Accountants (Registration No.l05047W) were appointed as a Statutory Auditors of your Company for a Second term of 5 (Five) consecutive years from the 37th Annual General Meeting held on September 22, 2022 till the conclusion of the 42nd Annual General Meeting to be held in the year 2027. As per notification issued by the Ministry of Corporate Affairs dated May 7, 2018, ratification of the Statutory Auditors at the Annual General Meeting is not required

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has maintained such cost records. Your Board on recommendation of the Audit Committee of the Board of Directors in their Meeting held on August 8, 2025 has appointed M/s Poddar b Co., Cost Accountants (Firm Registration No: 101734) as the Cost Auditors of your Company for the year 2025-26 under Section 148 and all other applicable provisions of the Act.

M/s Poddar & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141(4) of the Companies Act, 2013 and that the appointment meets the requirements of Section 141 (3) (g) of the Companies Act, 2013 They have further confirmed their independent status

The remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution for seeking Members ratification for the remuneration payable to M/s Poddar & Co. is included at Item No. 3 of the Notice convening the ensuing AGM.

M/s Poddar & Co., Cost Accountants have carried out the Cost Audit for applicable businesses during the year There are no qualifications, reservations or adverse remarks or disclaimer made in the Cost Auditors Report for the Financial Year 2024-2025, which requires any clarification or explanation

Pursuant to the provisions of Section 204 of the Act and the Rules thereunder, your Board of Directors has appointed CS Pankaj S Desai, Practicing Company Secretary (COP no. 4098 & Membership no. 3398) to carry out the Secretarial Audit for the Financial Year 2024-2025. The Secretarial Audit Report for the Financial Year ended March 31, 2025 forms a part of this Annual Report as Annexure III The Secretarial Audit Report and Secretarial Compliance Report for the Financial year 2024-2025, does not contain any qualification, reservation, or adverse remark.

During the year under review, pursuant to the recent amendments to the Listing Regulations, the Board, at its Meeting held on February 07, 2025, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of your Company the appointment of CS Pankaj S Desai, Practicing Company Secretary as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the Financial Year 2025-26 to the Financial Year 2029-30, on payment of such remuneration as may be mutually agreed from time to time.

CS Pankaj S Desai, Practicing Company Secretary has confirmed he is not disqualified from being appointed as the Secretarial Auditors of the Company under the amended SEBI regulations and satisfy the prescribed eligibility criteria. For further details on the proposed appointment of Secretarial Auditors is included at Item No. 4 of the Notice convening the ensuing AGM.

As per the requirements of the Listing Regulations, CS Pankaj S Desai, Practicing Company Secretary, have undertaken Secretarial Audit of HFL Healthcare and

Wellness Private Limited, Material Subsidiary of your Company for the FY 2024-2025. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed as Annexure - IIIA to this Report

The notes on Financial Statements referred to in the Statutory Auditors Report are self-explanatory and therefore, do not call for any further explanations or comments

There are no qualifications, reservations or adverse remarks or disclaimer made in the Statutory Auditors Report which requires any clarification or explanation

Pursuant to Regulation 24 (A) of the Listing Regulations, the Independent Secretarial Auditor, CS Pankaj S Desai, Practicing Company Secretary (COP no 4098 & Membership no 3398) had undertaken an audit for the Financial Year 2024-2025 for the SEBI compliances, it does not contain any qualification, reservation, or adverse remark The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Risk Management Committee and Board. Your Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organisations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists your Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

As stipulated under the Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/22 dated May 5, 2021 read with SEBI circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 and recent circular dated March 28, 2025, circular no. SEBI/HO/CFD/CFD-PoD-l/P/CIR/2025/42 your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance CESG) parameters called the Business Responsibility and Sustainability Report (BRSR) which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators, forms part of this Annual Report.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

The transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business All the transactions with Related Parties are placed before the Audit Committee and also the Board for their approval. Prior Omnibus approval of the Audit Committee and approval of your Board is obtained for the transactions which are foreseeable and a repetitive of nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. Further, there were no material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company Accordingly, no transactions are required to be reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

There are no material changes and commitments, affecting the financial position of your Company, which has occurred between the end of the Financial Year of your Company i.e. March 31, 2025 and the date of Boards Report i.e. August 8, 2025 except,

a) The Two more Warrants holders of the Preferential issue named Malabar Select Fund, Qualified Institutional Buyers CQIB), Non-Promoter and Bay Capital Holdings Limited, Non-Qualified Institutional Buyers (Non-QIB), Non-Promoter, holding 9,15,331 (Nine Lakhs Fifteen Thousand Three Hundreds Thirty One) and 10,64,018 (Ten Lakhs Sixty Four Thousand Eighteen) Warrants respectively, had exercised their options aggregating to 19,79,349 (Nineteen Lakhs Seventy Nine Thousand Three Hundred and Forty Nine) for the conversion into equivalent number of Equity Shares having face value of Rs. 2/- (Rupees Two Only) each of your Company and upon receipt of an amount aggregating to Rs. 82,49,99,481.71/- (Rupees Eighty Two Crores Forty Nine Lakhs Ninety-Nine Thousand Four Hundred Eighty One and Seventy One Paisa Only), being 75% of the balance amount on the said Warrants, the Share Allotment Committee of the Board of Directors of your Company at their Meeting held on June 18, 2025, had allotted the aforementioned Equity Shares having face value of Rs 21- (Rupees two Only) each at a premium of Rs. 561.90 per share to Non-QIB per share and Rs. 544.25/- per share to QIB, respectively.

b) The remaining warrant holder, Ms Vanaja Sundar Iyer, Non-Qualified Institutional Buyers, Non- Promoter, had not exercised the option to convert 5,32,009 warrants into Equity Share, hence these warrants lapsed/cancelled and initial amount paid i.e , 25% upfront application money amounting to Rs. 7,49,99,969/- (Rupees Seven Crores Forty Nine Lakhs Ninety Nine Thousand Nine Hundred and Sixty Nine Only) at the time of allotment of warrants, have been forfeited by the Share Allotment Committee of the Board of Directors of your Company at their Meeting held on June 18, 2025, in accordance with the terms of the issue/allotment and Regulation and 169 (3) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Issued, Subscribed and Paid-up Share Capital as on the date of this report after Conversion of Convertible Warrants into Equity Shares and Forfeiture/ Cancellation of Warrants as mentioned above, stands increased from existing Rs. 25,10,04,826/- (Rupees Twenty-Five Crores Ten Lakhs Four Thousand Eight Hundred Twenty Six Only) divided into 11,75,02,413 (Eleven Crores Seventy-Five Lakhs Two Thousand Four Hundred Thirteen) Equity Shares of Rs. 21- (Rupees Two Only) each and 1,60,000 (One Lakhs Sixty Thousand) 9% Redeemable Non-Convertible Preference Shares of Rs. 100/- (Rupees One Hundred Only) each to Rs. 25,49,63,524/- (Rupees Twenty-Five Crores Forty Nine Lakhs Sixty Three Thousands Five Hundred Twenty Four Only) divided into 11,94,81,762 (Eleven Crores Ninety Four Lakhs Eighty One Thousand Seven Hundred Sixty Two) Equity Shares of Rs. 21- (Rupees Two Only) each and 1,60,000 (One Lakhs Sixty Thousand) 9% Redeemable Non- Convertible Preference Shares of Rs. 100/- (Rupees One Hundred Only) each.

c) Post the closure of the Financial Year, the Nomination and Remuneration Committee of the Board of Directors of your Company at their Meeting held on July 28, 2025, had granted 1,47,100 Stock Options to the eligible Employees of the Company and its Subsidiary Companies.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors nor the Cost Auditors reported to the Audit Committee of the Board, any instances of fraud committed against your Company by its officers or Employees, the details of which would need to be mentioned in this Report under section 143(12) of the Companies Act, 2013.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

The information in respect of matters pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - IV to this Report.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, your Company has formulated an Internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) and circulated to all the Employees, which provides for a proper mechanism for redressal of complaints of sexual harassment

Your Company is committed to creating and maintaining an atmosphere in which Employees can work together without fear of sexual harassment, exploitation or intimidation Your Board has constituted Internal Complaints Committees (ICCs) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, ICCs is responsible for redressal of complaints related to sexual harassment at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Accordingly, the Internal Complaints Committee (ICC) report is presented below with Nil entries:

Your Company is in compliances with the provisions relating to Maternity Benefit Act 1961.

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

It has been the endeavor of your Company to follow and implement best practices in Corporate Governance, in letter and spirit. The following forms part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis Report;

(iii) Report on Corporate Governance and;

(iv) Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance.

(v) Practicing Company Secretary Certificate confirming that none of the Director of your Company are disqualified as the Director of your Company.

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

• There was no change in the nature of business,

• The issue of Shares to the Employees of the Company under any scheme (sweat equity or stock options)

• No shares with differential voting rights and sweat equity shares have been issued;

• Managing Director & CEO has not received any remuneration or commission from any of its subsidiaries

• There is no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);

• There was no instance of one time settlement with any Bank or Financial Institution

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company during the year under review.

For and on behalf of the Board of Directors

Hindustan Foods Limited