<dhhead>BOARDS REPORT</dhhead>
To The Members,
The Board is pleased to present the 17th (Seventeenth)
Annual Report on the business and operations of HMA Agro
Industries Limited ("HMA Agro" or "HMA" or "the Company"),
together with the Audited Financial Statements (Standalone
& Consolidated) for the Financial Year ("FY") ended on March
31, 2025 .
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The Audited Financial Statements of the Company for
the FY ended March 31, 2025, have been prepared
Summary of Financial Statements ( in Million Except EPS)
Particulars |
Standalone |
Consolidated |
||
Current Year |
Previous Year |
Current Year |
Previous Year |
|
Revenue from operations |
48621.43 |
46650.63 |
51330.17 |
48132.90 |
Less: Expenditure |
48503.04 |
45596.68 |
50887.68 |
47288.15 |
Profit /(Loss) Before Tax |
908.24 |
1465.31 |
1256.05 |
1331.57 |
Less: Tax Expenses Current |
229.47 |
345.11 |
249.42 |
398.78 |
Tax Deferred Tax charge/(credit) |
4.73 |
13.28 |
60.94 |
(73.05) |
Tax expense related to prior years |
72.31 |
- |
68.78 |
- |
Profit/(Loss) After Tax |
601.73 |
1106.92 |
876.91 |
1005.84 |
Balance carried to Balance Sheet |
601.73 |
1106.92 |
876.91 |
1005.84 |
Paid up Equity Share Capital |
500.77 |
500.77 |
500.77 |
500.77 |
Earnings per share (1/- each) |
||||
Basic (in ) |
1.20 |
2.24 |
1.75 |
2.03 |
Diluted (in ) |
1.20 |
2.24 |
1.75 |
2.03 |
in accordance with the applicable Indian Accounting
Standards (IND AS), in compliance with Companies
Act, 2013 and in compliance with Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI (LODR) Regulations"). These
financial statements present a true and fair view of the
Companys financial position and performance for the
year.
The key performance highlights and a summary of
the Company’s financial statements for the year are
presented below:
2. TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire
amount of profit for the financial year ended March 31,
2025 in the distributable retained earnings.
3. DIVIDEND
The Board of Directors is pleased to recommend a final
dividend of 0.30 (Thirty Paise only) per equity share
of face value 1.00 each (i.e., 30%) for the financial year
ended March 31, 2025. The final dividend recommended
for the financial year 2024-25 is in accordance with
the parameters laid down in the Dividend Distribution
Policy of the Company and is subject to the approval of
the Members at the Annual General Meeting ("AGM")
scheduled to be held on Friday, August 29, 2025, will
be paid on or after Wednesday, September 3, 2025, but
within a period of thirty (30) days from the date of its
declaration at the AGM. The dividend will be payable to
those Members whose names appear in the Register of
Members as on the Record Date, i.e., Friday, August 22,
2025.
Details of members as available in the Register of
Members/List of Beneficial Owners on Record Date
will be relied upon by the Company for the purpose of
complying with the applicable withholding tax provisions
and payment of the final dividend, if declared.
The final dividend, if approved by the members, will
be paid to those members whose name appears in the
Register of Members as on the Record Date.
Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members, w.e.f. April 1, 2020
and the Company is required to deduct tax at source
from dividend paid to the Members at prescribed rates
as per the on the parameters and factors laid down in
the Dividend Distribution Policy of the Company and the
dividend will be paid out of the profits for the Financial
Year ended March 31, 2025after the same is approved in
the ensuing AGM of the Company.
4. DIVIDEND DISTRIBUTION POLICY
In accordance with the provisions of Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ["SEBI (LODR) Regulations, 2015"/ SEBI Listing
Regulations] and any amendments thereto, your
Company have formulated a Dividend Distribution Policy,
which sets out the parameters and circumstances that
will be taken into account by the Board in determining the
distribution of dividend to its shareholders. The policy is
hosted on the Companys website and can be accessed at
https://hmagroup.co/corporate-governance/?tab=2366
5. UNCLAIMED DIVIDEND
Members are requested to claim their dividend(s), if
unclaimed, by submitting a request either to the Company
at cs@hmaagro.com or to the Companys Registrar
and Share Transfer Agent (RTA) at their email ID
investor@bigshareonline.com or by writing to their
postal address:
Bigshare Services Pvt. Ltd.
Office No. S6-2, Pinnacle Business Park,
6th Floor, Mahakali Caves Road,
Next to Ahura Centre, Andheri East,
Mumbai - 400093, Maharashtra
For the information of Members, during the financial
years 2022-2023 and 2023-2024, the Company
had declared and paid final dividends. The list of
shareholders with unclaimed dividends for these
years has been uploaded on the Companys website at:
https://hmagroup.co/investor-information/?tab=8377.
6. TRANSFER TO INVESTOR EDUCATION & PROTECTION
FUND:
Pursuant to the provisions of the Companies Act,
2013 ("the Act") read with the Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules"), any dividend remaining
unclaimed for a period of seven (7) consecutive years
is required to be transferred to the Investor Education
and Protection Fund (IEPF) established by the Central
Government. Additionally, the shares in respect of which
dividend has not been claimed for seven (7) consecutive
years or more are also required to be transferred to the
demat account of the IEPF Authority.
The following table provides a list of years for which
unclaimed dividends and their corresponding shares
would become eligible to be transferred to the IEPF on
the dates mentioned below:
Financial Year |
Dividend |
Date of Dec- |
Due Date |
Amount (?) |
2022-2023 |
0.30 paisa |
September 22, |
October 27, |
1,97,019.00 |
2023-2024 |
0.30 paisa |
September 28, |
November 2, |
2,00,249.92 |
*On erstwhile face value of 1/-.
During financial year 2022-2023 unclaimed dividend
amounting to 197019.00 was unpaid and for the
financial year 2023-2024 unclaimed dividend
amounting to 2,00,249.92 was unpaid. Since the period
of seven (7) years from the date of these declarations
has not yet lapsed, no amount of unclaimed dividend or
corresponding shares were due for transfer to the IEPF
during the financial year 2024-25.
The Company ensures compliance with the requirement
of the IEPF Rules as and when the transfer becomes due.
Further information in this regard is provided in the
Corporate Governance section of this Annual Report.
Details of unpaid dividend for the aforesaid financial
years can be accessed from the website of the Company
in Unpaid Dividend List and IEPF Shares’ section at
https://hmagroup.co/investor-information/?tab=8377
and claim can be made by making a request to the
Company.
7. COMPANYS PERFORMANCE/ STATE OF AFFAIRS OF
THE COMPANY
"During the year under review, the Company reported
healthy revenue growth, underscoring its ability
to maintain business momentum and operational
stability despite a volatile market environment.
Although profitability experienced a slight dip owing
to external challenges, the Company continues to
progress on a positive growth path, driven by well-
executed strategic initiatives and steady customer
demand."
Performance at Standalone Level
During the financial year 2024-25, your Company reported
standalone revenue from operations of 48,621.43 million,
registering a 4.22% growth over 46,650.63 million in the
previous year. This growth reflects the Companys ability
to sustain operational momentum and tap into market
opportunities despite a volatile global environment. The
profit before tax stood at 908.24 million, compared to
1,465.31 million in the previous year, representing a
decline of 38.02%, while the net profit declined by 45.64%
to 601.73 million from 1,106.92 million. The decrease
in profitability was largely driven by a sharp rise in raw
material costs due to adverse climatic conditions that
disrupted supply chains and caused pricing pressures.
Furthermore, ongoing geopolitical tensions and conflict
situations across various regions, along with the Red Sea
crisis, significantly impacted global trade routes and led to
a multifold increase in freight and logistics costs. Despite
these macroeconomic and geopolitical challenges, the
Company undertook proactive measures to optimize its
supply chain, control costs, and enhance its focus on value-
added product categories. These strategic efforts have
helped mitigate external risks and position the Company
for long-term, sustainable growth.
Performance at Consolidated Level
For the financial year ended March 31, 2025, your
Company’s revenue from operations on a consolidated
basis stood at 51,330.17 million, reflecting a year-on-
year growth of 6.64% compared to 48,132.90 million
in the previous year. The consolidated profit before tax
stood at 1,256.05 million as against 1,331.57 million in
the previous year. The consolidated profit after tax for the
year was 876.91 million, compared to 1,005.84 million
in the previous financial year.
8. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company
for the year ended March 31, 2025 have been prepared
in accordance with Indian Accounting Standard (Ind AS)
110 - "Consolidated Financial Statements," as notified by
the Ministry of Corporate Affairs, read with the general
instructions provided under Schedule III and other
applicable provisions of the Companies Act, 2013, and
in compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. These
audited consolidated financial statements, along with
the Auditor’s Report thereon, form an integral part of the
Annual Report and should be read in conjunction with it.
The financial statements of the subsidiary companies
and related detailed information shall be made
available to shareholders upon request. Furthermore,
the Report and Accounts of the subsidiaries are
also accessible in a downloadable format under the
‘Investor Relations’ section of the Company’s website at
https://hmagroup.co/financial/?tab=3645 The Policy
for determining ‘Material Subsidiaries’, as adopted by
the Board in line with Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, is also available on the Company’s corporate website.
9. ACCOUNTING METHOD
The Annual Audited Consolidated and Standalone
Financial Statements of the Company are complied with
Section 129 of the Companies Act, 2013 ("the Act") and
are prepared in accordance with the Indian Accounting
Standards ("Ind AS") as notified under Section 133 of the
Act read with the Companies (Accounts) Rules, 2014 and
other applicable provisions of the Act and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
(LODR) Regulations/SEBI Listing Regulations"). The
Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary
companies and joint ventures.
The Annual Audited Consolidated and Standalone
Financial Statements of the Company are prepared on a
going-concern basis.
There are no material departures from the prescribed
norms stipulated by the accounting standards in
preparation of the annual accounts. Accounting policies
have been consistently applied except where a newly
issued accounting standard, if initially adopted, or a
revision to an existing accounting standard required
a change in the accounting policy hitherto in use. The
management evaluates accounting standards including
any revision thereon on ongoing basis.
Publication and access to the Financial Statements
and Results:
The Company publishes its Unaudited Consolidated
and Standalone Financial Results which are subjected
to limited review on a quarterly basis. The Audited
Consolidated and Standalone Financial Statements
and Results are published on an annual basis. Upon
publication, the Financial Statements and Results are also
uploaded on the websites of the stock exchanges where
equity shares of the Company are listed and the website
of the Company.
In accordance with Section 136 of the Act, the Annual
Audited Consolidated & Standalone Financial Statements
of Company, Financial Statements of the subsidiary
companies and all relevant documents, related thereto,
are uploaded on the website of the Company and can be
accessed at the weblink: https://hmagroup.co/financial/.
10. BUSINESS DEVELOPMENT, VISION AND FUTURE
PROSPECTS
During the FY 2024-25, the Company undertook
several strategic initiatives to strengthen its operational
capabilities, enhance technological competence, expand
its international footprint, creating new opportunities,
building relationships, and creating strategies that align
with the long-term goals of the company.
BUSINESS DEVELOPMENT:
Overview of the Business
HMA Agro Industries Limited, the flagship entity of the
HMA Group, is one of Indias largest and most diversified
exporters of agro-based products. With a legacy spanning
over four decades, the Company has established a strong
global footprint through its robust export operations and
unwavering commitment to quality, sustainability, and
compliance.
The Company’s core strength lies in the export of Frozen
Boneless Buffalo Meat, where it holds a one of the
leading position in the Indian market. Over the years,
the Company has strategically diversified its product
portfolio to include Seafood, Pet Food, Basmati Rice,
Fruits & Vegetables, and Finished Leather, catering to
evolving global demand across multiple categories.
Exports under the Company span over 40+ countries
across five continents, contributing to an annual export
turnover of approximately USD 0.5 billion.
In line with its commitment to environmental
stewardship, the Company has successfully planted over
400,000 trees across the country and pledged to continue
its green initiatives as part of its sustainability roadmap.
Driven by innovation and customer trust, the Company
markets its products under highly reputed brands such
as BLACK GOLD, KAMIL, and HMA. Additionally, the
Company has expanded into new verticals with brands
like Darling Pets for pet food, Fresh Gold for fruits,
vegetables, and seafood, and HMA Gold, its rice export
brand.
With a workforce of more than 1100 people employed,
the Company plays a vital role in rural empowerment,
economic growth, and employment generation.
Looking ahead, the Company remains focused on
strategic diversification, operational excellence, and
global expansion with an ambitious vision to achieve
export revenues of USD 1 Billion, reinforcing its position
as a key contributor to India’s agri-export landscape and
a proud representative of Brand India on the global stage.
Strategic Collaborations for Operational
Enhancement:
To augment processing capacity and operational
flexibility, the Company entered into Facilities
Agreements with established third-party processors.
These collaborations allowed HMA to utilize additional
infrastructure for meat processing, freezing, cold storage,
packaging, dispatch and complementing its own facilities.
The detail of partners entity with which the Company has
entered Facility Agreement during the FY are as follows:
Partner Entity |
Location |
Nature of |
A L M Food Products |
Punjab |
Processing, |
A L M Industries Ltd. |
Saharanpur, U.P. |
Processing, |
Al Raiyan Export |
Maharashtra |
Processing, |
These partnerships have contributed to improve HMA’s
regional reach and operational efficiency which led HMA
to meet the rising demand globally.
Recognition as a Five Star Export House:
During the FY 2024-25, the Company was awarded with
prestigious Five Star Export House certification—one of
the highest accolades granted by the Directorate General
of Foreign Trade (DGFT), Government of India. This
recognition is a testament to the Companys consistent
export excellence, commitment to international quality
benchmarks, and its growing prominence in global
markets. This distinction, one of the highest honours in
Indian export trade, reflects the Company’s consistent
performance, compliance excellence, and superior
quality standards. It also reinforces our credibility
and preferred exporter status in global markets. The
certification significantly enhances Companys credibility
and reinforces its position as a leading and reliable
exporter in the Agro and meat processing sector.
Technological Advancement: Automated Packaging
Line:
A major milestone in FY 2024-25 was the commissioning
of a fully automated, high-speed packaging line—making,
HMA is one of the leading meat processor in India to
introduce commercial-scale Automatic Vacuum &
Shrink Packing Line for meat. The line, powered by
Cryovac? technology from Sealed Air Corporation,
incorporates vacuum sealing, shrink wrapping, and water
drying in a seamless, hygiene-focused process.
Key benefits include:
? Enhanced hygiene and shelf life
? Improved packaging speed and consistency
? Reduced operational and labour costs
This investment has enabled the Company to offer
premium products, boost export volumes and align
with and raising global food safety and sustainability
standards.
Strategic Global Expansion - MoU with PKPS,
Malaysia:
As part of our continued efforts to expand the
Companys global footprint and strengthen international
partnerships, the Company signed a Memorandum
of Understanding (MoU) with Perbadanan Kemajuan
Pertanian Selangor (PKPS), a key government agency in
Malaysia, in the esteemed presence of the Honble Chief
Minister of Selangor.
Scope of Collaboration:
? Supply of frozen boneless buffalo meat from India to
Malaysia
? Joint research initiatives aimed at improving trade
efficiency and logistics
? Promoting and strengthening bilateral trade
relations between India and Malaysia
This strategic collaboration is a significant milestone in
the Company journey toward global integration. It not
only reinforces our commitment to enhancing exports
through government-to-government cooperation but
also positions us to play a pivotal role in advancing
sustainable and efficient agri-trade solutions on an
international scale.
VISION AND FUTURE PROSPECTS:
The Company remains focused on its long-term growth
vision. Among the key strategic goals is achieving a
revenue milestone of USD 1 Billion by 2027. We are
pleased to inform that based on the strong momentum
built over the recent years and the consistent year-on-
year performance the Company is well on track to reach
this target ahead of schedule. The significant progress
made so far gives us confidence that the milestone may be
achieved well before the projected timeline, reaffirming
Companys position among the leading players in the
global food processing and export industry.
Your Company enters the next phase of its growth journey
with a robust outlook, underpinned by favourable global
demand trends, strategic diversification, and a strong
operational foundation. The Company is well-equipped
to leverage its capabilities to further strengthen its
market position in the global meat export industry and
allied agro segments. The key growth avenues and future
prospects are detailed below:
a) Accelerating Global Demand for Protein-Rich
Diets
Rising urbanization, increasing disposable incomes,
and growing awareness of protein nutrition—
particularly in emerging economies across Asia,
the Middle East, and Africa—are driving a surge in
demand for affordable, lean meat. Indian buffalo
meat, known for its low-fat, high-protein content
and halal certification, is in high demand globally.
The Company as a leading exporter, stands to benefit
significantly from this macro trend.
b) Strengthening Product Portfolio Through Value
Addition
To move up the value chain, the Company is investing
in product innovation and diversification. Beyond
frozen buffalo meat, HMA has made strategic moves
into:
? Automatic Vacuum & Shrink Packing
Line for meat: A premium, high-margin product
now being exported at scale thanks to HMAs
fully automated packaging line.
? Frozen Fish & Seafood: Growing demand in
Asian and Middle Eastern markets.
? Basmati Rice under the "HMA Gold" brand.
? Pet Food, Fruits & Vegetables for specialized
global segments.
c) Operational Excellence Through Technological
Advancements
The recent commissioning of a state-of-the-art,
fully automated packaging line, incorporating
Cryovac? technology, has marked a significant leap
in operational efficiency, food safety, and product
shelf life. Future automation initiatives in areas such
as cold-chain logistics, quality control, and inventory
management are also expected to drive cost savings,
reduce human dependency, and enhance export
readiness.
d) Strengthening Brand Presence and Market Recall
With active participation in leading global food trade
exhibitions like Gulfood (Dubai) and WorldFood
Expo (Vietnam), the Company is reinforcing its
brands Black Gold & Kamil (Frozen meat exports)
and Fresh Gold (Seafood and value-added
products). This brand-centric approach is helping
the Company transition from a B2B supplier to
a globally recognized, full-spectrum agro-export
brand.
e) Global Presence and Strategic Expansion Efforts
The Company continued to strengthen its position
as one of Indias leading exporters of frozen
buffalo meat, with a strong presence in more than
40 countries, particularly in the Middle East,
Southeast Asia, and the Far East.
Key export markets include:
? Middle East: UAE, Saudi Arabia, Iraq, Jordan,
Oman, Qatar, Bahrain, Kuwait
? Southeast Asia: Vietnam, Malaysia, Indonesia,
Thailand, Philippines
The Company deepened market penetration in
existing geographies, diversified its client base, and
reduced dependence on any single region. It also
expanded its product portfolio by venturing into:
? Basmati rice (under the HMA Gold brand)
? Frozen fish and seafood (Fresh Gold)
? Pet food, fruits, and vegetables for niche segments
Participation in global trade fairs, including Gulfood
Dubai and regional food expos, further enhanced
the visibility of its brands—Black Gold, Kamil, and
HMA Gold—and reinforced Companys image as a
comprehensive Agro-Exporter.
Despite global logistical challenges, the Company
remained agile and responsive, ensuring uninterrupted
supply and regulatory compliance across export
markets. These initiatives have collectively contributed
to sustained growth, improved brand equity and a
stronger foundation for future expansion.
f) Strategic Diversification and New Frontiers
Beyond its core meat exports, HMA has undertaken
strategic diversification into adjacent sectors to
optimize its export infrastructure and meet growing
global demands. The expansion into seafood, pet
food, rice, fruits, and vegetables is a well-aligned
move to provide consumers with a broader portfolio
of food products, while enhancing supply chain
utilization and market responsiveness.
g) Sustaining Global Growth: Our Strategic Coverline
- A Vision Beyond Numbers
The coverline "Sustaining Global Growth" captures
the essence of The Company’s long-term vision.
It signifies more than just export expansion—
it embodies our commitment to responsible,
inclusive, and resilient growth in the evolving
global agri-food landscape.
Key Pillars of Sustained Global Growth:
i. Continued Global Expansion Amidst Disruption
Leveraging our diversified product mix and
wide international footprint, we have remained
agile and responsive during global disruptions.
Our supply continuity and export commitments
remained resilient even amidst global supply
chain crises.
ii. Enabling Global Food Security
As a trusted supplier to over 40 countries, HMA
Agro plays a critical role in contributing to
global food security by ensuring the availability
of affordable, protein-rich food solutions in
emerging and developing markets.
iii. Responsible and Compliant Growth
We operate with a strong sense of accountability
to international food safety standards, ethical
procurement, and sustainable production,
ensuring transparent and compliant growth at
every level.
iv. Expanding Responsibly Through Strategic
Partnerships
Our collaborative approach—through facility
agreements with third-party processors and
partnerships with farmer networks—supports
responsible expansion without overextending
physical assets, ensuring quality control and
scale.
v. Strong Commitment to Corporate Social
Responsibility (CSR)
Company integrates social value into its business
model by supporting employment, community
engagement, and responsible sourcing practices,
thereby creating long-term stakeholder value.
Our Commitment Going Forward
"Sustaining Global Growth" represents HMA Agro
Industries Limiteds unwavering focus on:
? Navigating global volatility with resilience,
? Embracing automation and technology-led
transformation,
? Adhering to regulatory and environmental norms,
? Supporting communities and sustainable
ecosystems, and
? Delivering enduring value to customers, investors,
partners, and society at large.
In conclusion, the Company continues to evolve
as a globally recognized, ethically grounded, and
sustainability-driven food export organization. The
Companys ability to balance growth with governance,
performance with purpose, and profitability with people
places it on a solid foundation for the years ahead.
"As one of the leading global exporters, the Company
has established enduring partnerships as a preferred
food supply partner in over 40 countries worldwide—
and continues to expand its international presence
with many more on the horizon."
11. LEGACY AND GEOGRAPHIC PRESENCE
With more than four decades of industry experience,
HMA is a generation-built enterprise founded on
traditional values and forward-looking strategies.
The Company operates across five Indian states—
Uttar Pradesh, Punjab, Haryana, Madhya Pradesh,
and Maharashtra—with eleven strategically located,
modernized processing facilities, enabling robust
procurement, processing, and export infrastructure.
12. QUALITY INITIATIVES
Quality and compliance are the cornerstones of
Companys operations. The Company adheres to stringent
international and domestic standards, including:
? ISO 9001, ISO 14001, ISO 45001, ISO 22000
? FSSC 22000 Version 5.1
? HACCP (Hazard Analysis and Critical Control Points)
? GMP (Good Manufacturing Practices)
? GHP (Good Hygiene Practices)
? Food Safety and Standards Authority of India (FSSAI)
These certifications ensure that our manufacturing,
hygiene, and food safety systems meet global regulatory
requirements. Additionally, we strictly comply with all
statutory requirements under environment, food safety,
export, and factory laws.
13. CHANGE IN THE NATURE OF BUSINESS
During the year under review there has been no change
in the nature of the business of the Company.
14. SHARE CAPITAL AND CAPITAL STRUCTURE
Particulars of the Share Capital of the Company as on
March 31, 2025
There was no change in the Authorized Share Capital
of the Company during the financial year 2024-25.
As on March 31, 2025, the Authorized Share Capital
stood at 70,00,00,000/- (Rupees Seventy Crores only)
comprising 70,00,00,000 (Seventy Crores) equity shares
of 1/- each.
Further, there was no change in the Issued, Subscribed,
and Paid-up Share Capital of the Company during the year.
As on March 31, 2025, the Issued, Subscribed, and Paid-
up Share Capital remained at 50,07,69,770 (Rupees Fifty
Crores Seven Lakhs Sixty Nine Thousand Seven Hundred
and Seventy only) comprising 50,07,69,770 (Fifty Crores
Seven Lakhs Sixty Nine Thousand Seven Hundred and
Seventy) equity shares of 1/- each.
Particulars |
Amount () |
Authorized share capital |
70,00,00,000/- |
Issued, subscribed and paid-up
share |
50,07,69,770/- |
15. PLEDGE OF EQUITY SHARES
No pledge has been created over the equity shares held by
either Promoters and/or Promoter Group Shareholders,
if any, of the Company as on March 31, 2025. Pursuant
to Regulation 31(4) of the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, Promoters
of the Company, has submitted a declaration to the
Audit Committee and the Stock Exchanges where
equity shares of the Company are listed, that they along
with the Persons Acting in Concert have not made any
encumbrance, directly or indirectly, during FY 2024-25 in
respect of the shares held by them in the Company. The
said declaration was noted by the Audit Committee.
16. DEPOSITS UNDER CHAPTER V OF THE COMPANIES
ACT, 2013
The Company has not accepted or renewed any amount
falling within the purview of provisions of Section 73 of
the Act read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the
requirement for furnishing details relating to deposits
covered under Chapter V of the Act or the details of
deposits that are not in compliance with Chapter V of the
Act is not applicable.
During the year 2024-25, Company has filed for DPT-3 in
compliance of the Companies Act, 2013.
17. DISCLOSURE OF UNSECURED LOAN FROM DIRECTORS
Pursuant to Section 2(31) of the Companies Act, 2013
(including any statutory modification or re-enactment
thereof for the time being in force),the Company had not
received any unsecured loan from directors during the
financial year 2024-25.
18. LOANS AND ADVANCES IN THE NATURE OF LOANS
TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE
INTERESTED
The details of Loans and Advances by the Company and
its Subsidiaries in the nature of loans to firms/companies
in which Directors are interested are provided in the
financial statements of the Company forming part of this
Annual Report.
19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Details of Loans:
During the financial year 2024-25, your Company has
not given any loans to any persons or body corporates as
covered under Section 186 of the Companies Act, 2013
and Schedule V of the SEBI (LODR) Regulation, 2015.
Guarantees:
As on March 31, 2025 the Company has extended a
Corporate Guarantee amounting to 650 million, in favour
ofYes Bank Limited, for securing the credit facilities availed
by its Wholly Owned Subsidiary i.e. United Farm Product
Private Limited (CIN:U01100UP2018PTC104444).
These facilities pertain to long-term loan arrangements
sanctioned by the bank to support the subsidiary’s
operational and expansion requirements.
As on March 31, 2025, the outstanding loan amount
under the said facilities stood at 270.04 million. The
issuance of the guarantee is in line with the Companys strategic
objective to support its subsidiary and ensure financial
stability within the Group.
Investments:
During the financial year under review, the Company has not made any
other investments except mentioned below. However,
the existing investments in the equity shares of its subsidiary companies and in
partnership firms have been continuing from
earlier years and are part of the Company’s long-term strategic engagements.
The summary of such continuing investments is provided in the table below for reference:
Sr. No Name of Entity |
Nature of Investment |
Amount of Investment |
(A) INVESTMENT IN EQUITY SHARES |
||
1. Swastik Bone & Gelatines Pvt. Ltd. |
Equity Shares |
13.5 |
2. JFF Exports Private Limited |
Equity Shares |
0.10 |
3. FNS Agro Foods Limited |
Equity Shares |
3.39 |
4. HMA Natural Foods Private Limited. |
Equity Shares |
22.50 |
5. HMA Food Export Private Limited. |
Equity Shares |
86.02 |
6. United Farm Product Pvt Ltd. |
Equity Shares |
1624.45 |
7. Laal Agro Food Private Limited |
Equity Shares |
0.10 |
8. Federal Agro Industries Pvt Ltd |
Equity Shares |
224.41 |
Total(A) |
1974.47 |
|
(B) INVESTMENTS IN PARTNERSHIP FIRMS/LLPs |
||
9. Cap. Inv. International Agro Foods Export |
29.83 |
|
10. Indus Farmers Food Co. LLP |
30.24 |
|
11. Reliable Agro Foods |
The said conversion was affected at a price ofj207/- |
Total (B) |
per equity share (face value of 10/- each, inaj4d3Bg |
Total (A+B) |
a premium of 197/- per share), resulting 818.85e |
For further details, please refer to Note 5 to the Standalone
Financial Statements forming part of this Annual Report,
which provide a comprehensive breakdown of the
Companys investments as on March 31, 2025.
The details of Investments Made During the Financial
Year 2024-25 are:
a) Investment in United Farm Product Private
Limited (UFPPL):
During the FY the Company had advanced an
unsecured loan to its wholly owned subsidiary,
United Farm Product Private Limited ("UFPPL").
Thereafter, pursuant to the approval of the
shareholders of the UFPPL by way of a special
resolution passed at the Extraordinary General
Meeting (EGM) held on June 13, 2024 and in
accordance with the valuation report obtained
from a Registered Valuer, UFPPL has converted the
outstanding loan into equity shares of the Company.
allotment of 70,83,575 equity shares of United Farm
Product Private Limited in favour of the Company.
It is pertinent to note that there was no change
in the shareholding structure of UFPPL post the
allotment, as it continues to remain a wholly owned
subsidiary of the Company, both prior to and after
the conversion.
This strategic step has further strengthened the
Companys equity base in its subsidiary, aligning
with long-term business objectives and optimizing
the capital structure of the subsidiary.
b) Investment in HMA Natural Foods Private
Limited:
During the FY the Company had advanced an
unsecured loan to its subsidiary, HMA Natural Foods
Private Limited.
Thereafter, pursuant to the approval of the
shareholders of HMA Natural Foods Private
Limited by way of a special resolution passed at
the Extraordinary General Meeting (EGM) held on
August 4, 2024, HMA Natural Foods Private Limited
has converted a portion of the outstanding loan into
equity shares of the Company.
The said conversion was affected at face value
resulting in the allotment of 30,37,000 equity shares
of HMA Natural Foods Private Limited in favour of
the Company.
It is pertinent to note that there was no change in
the shareholding structure of HMA Natural Foods
Private Limited post the allotment, as it continues
to remain a subsidiary of the Company, both prior to
and after the conversion.
This strategic step has further strengthened the
Companys equity base in its subsidiary, aligning
with long-term business objectives and optimizing
the capital structure of the subsidiary.
20. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
The requirement to disclose the details of difference
between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the
reasons thereof is not applicable.
21. MATERIAL CHANGES BETWEEN THE DATE OF THE
BOARD REPORT AND END OF FINANCIAL YEAR
There were no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and the date of the report.
22. CHANGE IN PROMOTERS SHAREHOLDING FOR
ACHIEVING MINIMUM PUBLIC SHAREHOLDING (MPS)
In compliance with Regulation 38 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended, and Rule 19A and Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules, 1957, read with
applicable SEBI circulars, including SEBI Circular No.
SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 3,
2023 regarding the manner of achieving Minimum Public
Shareholding (MPS), from June 10, 2025 to June 16, 2025
the Promoter(s) of the Company in compliance of SEBI
Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated
February 3, 2023 and in pursuance to the permissible limit
of 2% through Open Market Sale route in one financial
year, divested 99,60,000 equity shares, representing
1.98% of the Companys paid-up equity share capital via
Open Market through Stock Exchange.
Following this transaction, the shareholding of the
Promoter and Promoter Group has been reduced to
81.63%. This step has been taken to ensure adherence to
the Minimum Public Shareholding (MPS) requirements
prescribed under the prevailing regulatory framework.
23. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL ("KMP")
a. Board of Directors
The Company is guided by a professional and
well-balanced Board comprising an optimum mix
of executive and non-executive directors, who
collectively bring diverse knowledge, skills, and
expertise. The Board plays a vital role in providing
strategic direction, overseeing the Companys
performance, and safeguarding the interests of all
stakeholders. The composition of the Board is in full
compliance with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
During the financial year under review, there was no
change in the composition of the Board of Directors
of the Company. As on date, the Board of Directors
of the Company comprises six (6) members. This
includes three (3) Executive Promoter Directors
— the Chairman (also a Whole-Time Director), and
the Managing Director & CFO (also a Whole-Time
Director). The remaining three (3) members are
Non-Executive Independent Directors, including one
(1) Woman Independent Director.
The details of Board and Committee composition,
tenure of Directors, areas of expertise and other
details are available in the Corporate Governance
Report, which forms part of this Annual Report.
None of the directors of the Company are disqualified
under the provisions of the Act or under the SEBI
Listing Regulations.
b. Board Diversity
The Board of the Company reflects a broad spectrum
of perspectives, drawing on varied professional
expertise, regional exposure, industry backgrounds,
and personal attributes such as gender and ethnicity.
This diversity is thoughtfully integrated into the
Boards structure to ensure balanced and effective
decision-making. Each appointment is based on
merit, with careful consideration of the overall
capabilities, experience, independence, and insight
required for the Board to guide the Company
efficiently.
c. Independent Directors
(i) Statement on Declaration Given by
Independent Directors U/S 149(6) of The
Companies Act, 2013:
Your Company has received declarations from
all the Independent Directors of your Company,
confirming that:
i) they meet the criteria of independence
as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)
(b) of the SEBI (LODR) Regulations, 2015;
ii) In accordance with Regulation 25(8) of the
SEBI Listing Regulations, the Independent
Directors have confirmed that they are not
aware of any circumstances or situations
that could reasonably be expected to impair
their ability to perform their duties with
objective independence and without any
external influence.
iii) The Board of Directors has reviewed and
taken on record these declarations and
confirmations after conducting a thorough
assessment of their authenticity.
iv) The Board is of the opinion that the
Independent Directors uphold the highest
standards of integrity and possess the
necessary expertise and experience
to effectively fulfill their roles and
responsibilities as Independent Directors.
v) The Independent Directors have also
confirmed that they have complied with
the Company’s Code of Conduct for Board
and Senior Management as per Regulation
26(3) of SEBI Listing Regulations
vi) In terms of Section 150 of the Companies
Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent
Directors of the Company have confirmed
that they have registered themselves with
the databank maintained by the Indian
Institute of Corporate Affairs, Manesar
("IICA").
(ii) Statement Regarding Board Opinion
with Integrity, Expertise and Experience
(Including Proficiency) of the Independent
Director:
In the opinion of the Board, there has been no
change in the circumstances which may affect
their status as Independent Directors of the
Company and that the Independent Directors
appointed possess requisite qualifications,
experience and expertise in Corporate
Governance, Legal & Compliance, Financial
Literacy, General Management, Industry
Knowledge, Technology, Risk Management,
Strategic Expertise and Sustainability and they
hold highest standards of integrity and therefore
the Board is satisfied of the integrity, expertise,
and experience (including proficiency in terms
of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the
Board.
The Independent Directors have also confirmed
that they have complied with the Company’s
code of conduct.
Registration of Independent Directors in
Independent Directors databank
All the Independent Directors of your Company
have been registered and are members of
Independent Directors Databank maintained by
the Indian Institute of Corporate Affairs (IICA).
(iii) Familiarization Programme for Independent
Directors:
In accordance with the provisions of Regulation
25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
and Schedule IV of the Companies Act, 2013,
the Company has formulated and implemented
a structured Familiarisation Programme for its
Independent Directors.
The objective of the Familiarisation Programme
is to provide Independent Directors with insights
into the Companys business model, operations,
industry landscape, regulatory environment,
and their roles, rights, and responsibilities. The
programme enables the Independent Directors
to contribute meaningfully to the deliberations
ofthe Board and its Committees and to effectively
discharge their duties and responsibilities.
At the time of their appointment, Independent
Directors are issued formalletters ofappointment
detailing their roles, responsibilities, duties, and
terms of engagement. They are also provided
with comprehensive induction material,
including the Companys Code of Conduct,
Memorandum and Articles of Association,
organisation structure, recent financial
statements, and internal policies.
The Company, through presentations and
periodic interactions, familiarises Independent
Directors with various aspects of the Company’s
operations. This includes updates on business
strategies, performance reviews, financial
performance, risk management framework,
internal control systems, corporate governance
practices, and regulatory developments relevant
to the Company’s operations.
Key management personnel regularly make
presentations to the Board and its Committees,
especially the Audit Committee, to apprise them
of important developments such as operational
updates, business plans, key risks, new
initiatives, and compliance status. The Statutory
Auditors and Internal Auditors also present
their findings, financial reports and updates
on internal controls and changes in regulatory
requirements from time to time.
Additionally, the Board is kept informed of
significant statutory and regulatory changes
through regular updates, ensuring that all
Directors remain well-versed with the evolving
legal and governance framework applicable to
the Company.
During the year under review, the Independent
Directors were provided with various presentations
covering the Companys performance, strategic
initiatives, market dynamics, and risk landscape,
thus equipping them to contribute effectively to
the Boards functioning.
The details of the Familiarisation Programme
are available on the website of the Company at:
https://hmagroup.co/corporate-governance/?tab=2366.
d) Separate Meetings of Independent Directors
In accordance with the provisions of Section
149(8) read with Schedule IV of the Companies
Act, 2013, Regulation 25(3) and (4) of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and
applicable Secretarial Standards, a separate
meeting of the Independent Directors of the
Company was held on March 26, 2025. The
meeting was conducted without the presence of
Non-Independent Directors and members of the
Management, as mandated.
All Independent Directors were present at the
meeting. The purpose of this exclusive meeting
was to provide a platform for Independent
Directors to, inter-alia, discuss and evaluate:
? The performance of Non-Independent
Directors and the Board as a whole;
? The performance of the Chairman of the
Company, taking into account the views of
the Executive and Non-Executive Directors;
? The quality, quantity, and timeliness
of the flow of information between the
Companys Management and the Board that
is necessary for the Board to effectively and
reasonably perform its duties.
In addition to the above agenda items, the
Independent Directors deliberated on the
overall governance framework, strategic
direction, operational performance, compliance
environment, and risk management practices
of the Company. They also discussed matters
arising out of Board and Committee meetings,
including the effectiveness of internal controls
and adequacy of Board disclosures.
The Independent Directors expressed satisfaction
with the functioning ofthe Board, the performance
of Executive and Non-Executive Directors, and the
timely availability and adequacy of information
shared by the Management.
Further, during the year under review, the
Independent Directors had access to senior
management, Statutory Auditors, Secretarial
Auditor and Cost Auditor for discussions on
matters of relevance. These interactions, both
formal and informal, including those with
the Chairman, ensured that the Independent
Directors remained well-informed and engaged
in the governance of the Company.
The meeting reaffirmed the Companys
commitment to maintaining high standards of
corporate governance and enabling Independent
Directors to discharge their responsibilities
effectively.
e) Directors and Officers Insurance (‘D&O)
Pursuant to Regulation 25(10) of the SEBI
LODR Regulations, the Company has taken the
Directors and Officers Liability Insurance (D&O
Insurance’) policy for all the Directors including
Independent Directors of the Company for
indemnifying them against any liability in
respect of any negligence, default, misfeasance,
breach of duty, or breach of trust for which they
may be guilty in relation to the Company.
f) Changes in the Composition of Board of
Directors
The appointment and remuneration of
Directors are governed by the Nomination and
Remuneration Policy ("NRC Policy") devised by
the Company. Mentioned below are the changes
occurred during the FY in the Composition of
Board of Directors:
i. Appointments during the year i.e. 2024-
2025.
During the financial year changes in the
composition of the Board of Directors of the
company are as under: -
Mohammad Mehmood Qureshi was
appointed as an Additional Executive
Director of the Company with effect from
February 08, 2024. Thereafter, Mohammad
Mehmood Qureshi was appointed as a
Director and subsequently appointed as
the Managing Director of the Company with
effect from May 03, 2024 via resolution
passed through postal ballot.
ii. Directors who stepped down from the
Board during the financial year 2024-
2025:
There were no instances of any Director
stepping down from the Board during the
financial year 2024-2025. The composition
of the Board remained unchanged
throughout the said period.
iii. Changes in Directors Between the Date
of The Board Report and End of Financial
Year: Changes in Directors Between the
Date of The Board Report and End of
Financial Year are as under:
? Due to personal reasons Ms. Bhumika
Parwani, Independent Non Executive
Director has resigned from the Board
with effect from May 28, 2025. The Board
places on record its sincere appreciation
for her valuable contributions and
guidance during her tenure.
? Based on the recommendation of
the Nomination and Remuneration
Committee Board has appointed
Ms. Bhawna Jain as an Independent
Director of the Company with effect
from May 29, 2025, for a term of
five consecutive years, subject to the
approval of the shareholders at the
ensuing General Meeting. Ms. Jain
brings with her extensive experience
and domain expertise, which is
expected to significantly contribute
to the Company’s governance and
strategic direction.
In the opinion of the Board, the Independent
Directorsappointed/re-appointedduring the
financial year are persons of integrity and
possess relevant expertise and experience.
Further, they fulfil the conditions specified
under the Act (read with the Rules made
thereunder) and SEBI (LODR) Regulations
and are independent of the Management.
iv. Statement regarding opinion of the Board
with regards to integrity, expertise and
experience (including the proficiency)
of the Independent Directors appointed
during the year
In the opinion of the Board, the Independent
Directors, Mr. Gaurav Rajendra Luthra,
Ms. Bhumika Parwani* and Mr. Abhishek
Sharma possess requisite integrity,
expertise, experience and proficiency.
*Resigned on May 28, 2025
v. Retirement By Rotation & Subsequent
Re-Appointment:
In accordance with the provisions of
Section 152 of the Companies Act, 2013
("the Act") and the Articles of Association
of the Company, at least two-thirds of
the total number of directors, excluding
Independent Directors, shall be liable to
retire by rotation.
Accordingly, Mr. Gulzeb Ahmed (DIN:
06546660), Non-Executive (Non-
Independent) Director, being liable to
retire by rotation at the 17th Annual
General Meeting, has offered himself
for re-appointment. Based on the
recommendation of the Nomination and
Remuneration Committee, the Board of
Directors recommends his re-appointment
to the Members of the Company.
Mr. Gulzeb Ahmed has consented to act
as a Director and has confirmed that he is
not disqualified from being re-appointed
under the provisions of Sections 164 and
165 of the Act and applicable rules made
thereunder. Further, he is not debarred
from holding the office of Director pursuant
to any order issued by the Securities and
Exchange Board of India (SEBI) or any other
regulatory authority.
The re-appointment of Mr. Gulzeb Ahmed
does not affect the continuity of his
existing tenure or responsibilities as
Director. All required details pertaining
to his profile, directorships in other
companies, shareholding, and other
disclosures as per statutory requirements
are set out in the Explanatory Statement
to the Notice convening the 17th Annual
General Meeting.
Directors who are seeking Appointment or
re-appointment, the brief profile and other
details as stipulated under Regulation 36 of
the SEBI Listing Regulations and Secretarial
Standard are provided in the Notice convening
the ensuing 17th Annual General Meeting.
vi. Key Managerial Personnel as at the end
of FY 2024-25
In accordance with the provisions of
Section 2(51) and Section 203 of the Act
read with the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, including any statutory
modification(s) or re-enactment(s) thereof
for the time being in force, the following are
the KMPs of the Company as on the date of
this Report:
Sr. Name of the KMP |
Designation |
1 Mohammad Mehmood Qureshi |
Managing Director |
2 Mr. Gulzeb Ahmed |
CFO and Whole-Time Director |
3 Mr. Nikhil Sundrani |
Company |
4 Mr. Parvez Alam |
Head- Operations |
5 Mr. Vishwambharan |
Admin and |
6 Mohammad Kamil |
Export Head |
vii. Changes in composition Key Managerial
Personnel
As per the requirements of Section 203 of
the Companies Act, 2013, the appointment
of Key Managerial Personnel (KMP) is
mandatory for the Company, which falls
within the prescribed limits under the Act.
During the financial year, there have been
no changes in the composition of the KMP.
viii. Details of Board of Directors at the end
of financial year i.e March 31, 2025.
S. NAME OF |
DESIGNATION |
1 Mr. Gulzar Ahmad |
Chairman cum |
2 Mr. Gulzeb Ahmed |
Whole Time |
3 Mohammad |
Managing Director |
4 Mr. Gaurav |
Non-Executive Independent Director |
5 Ms. Bhumika |
Non-Executive Independent Director |
6 Mr. Abhishek |
Non-Executive Independent Director |
7 Mr. Gulzeb Ahmed |
Chief Financial |
8 Mr. Nikhil |
Company |
*Resigned on May 28, 2025.
The details about the composition of Board,
KMP, Senior management Personnel(SMP)
and the committees of the board can
be found in the Report of Corporate
Governance, which a form a part of this
report.
24. ANNUAL EVALUATION OF THE BOARDS
PERFORMANCE
Pursuant to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors has carried out an annual evaluation of its own
performance, the performance of its committees, and
that of individual Directors, including the Chairperson.
The evaluation process was conducted through a
structured mechanism using detailed questionnaires
covering various aspects such as Board composition
and structure, effectiveness of board processes, flow
and quality of information, performance of Committees
against their terms of reference, and the contributions
made by individual Directors. Executive Directors
were evaluated based on the achievement of business
and operational goals, while Independent Directors
were evaluated on parameters aligned with their roles,
including objectivity, governance, professional conduct,
and active participation in Board deliberations.
A separate meeting of the Independent Directors was
held to evaluate the performance of the Non-Independent
Directors, the Board as a whole, and the Chairperson of
the Company, taking into account the views of Executive
and Non-Executive Directors. The Independent Directors
also assessed the quality, quantity, and timeliness of
the information flow between the Management and the
Board, which is essential for effective decision-making.
The Nomination and Remuneration Committee also
reviewed the outcome of the evaluations and provided
its feedback to the Board. The performance evaluation
of Independent Directors was carried out by the entire
Board, excluding the Director being evaluated.
Based on the evaluation conducted, the Directors
expressed satisfaction with the overall performance
of the Board, its committees, and individual Directors,
confirming that the Board continues to function
effectively with a high level of engagement and strategic
oversight.
Annual Performance Evaluation of the Board,
Committees, and Directors:
Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board of Directors of the Company undertook a formal
annual evaluation of its own performance, that of its
various Committees, and individual Directors, including
the Chairperson.
The performance assessment of the Board was carried
out based on feedback received from all Directors. Key
evaluation criteria included Board composition and
diversity, effectiveness of the decision-making process,
availability and timeliness of information, strategic
guidance, and the Boards oversight of key business and
financial matters.
Similarly, the Committees of the Board were evaluated
based on parameters such as clarity of roles and
responsibilities, effectiveness of meetings, reporting
structure, and the contribution of members in fulfilling
their respective mandates.
The performance of individual Directors was reviewed
by the Board and the Nomination and Remuneration
Committee based on objective parameters including
attendance and active participation in meetings, depth
of preparation, domain expertise, strategic thinking,
contribution to discussions, adherence to ethical
standards, and commitment to stakeholders interests.
The performance of the Chairperson was assessed on
leadership abilities, effectiveness in conducting Board
meetings, and ability to maintain a cohesive relationship
between the Board and Management.
The evaluation process also considered role-specific criteria.
? All Directors were assessed on their ability to
discharge responsibilities in accordance with
applicable laws and governance standards.
? Executive Directors were evaluated in light of
their operational performance, achievement of
strategic and financial targets, and leadership of the
management team.
? Independent Directors were assessed on their ability
to maintain objectivity, professional integrity, and
adherence to the duties and responsibilities laid
down in Schedule IV of the Companies Act, 2013.
The following are some of the broad issues that are
considered in performance evaluation questionnaire:
? Evaluating the board member’s understanding of the
organizations mission, vision and strategic goals, as
well as their ability to provide strategic guidance and
direction.
? Ability to act on a fully informed basis, in good faith,
with due diligence and in the best interest of the
company and the stakeholders.
? Optimum combination of knowledge, skill,
experience and diversity on the Board as well as its
committees.
? Quality of the discussions, general information
provided on the company and its performance,
papers and presentations to the Board.
? Attendance at Board as well as Committee Meetings.
? Effectiveness of individual non-executive and
executive directors and Committees of Board.
? Relationships with fellow Board members, the
company secretary and senior management and
mutual trust and respect they stimulated within the
Board.
? Ability in assisting the Company in implementing the
best corporate governance practices
? Providing an overall assessment of the board
member’s contribution to the effectiveness of the
board in fulfilling its governance responsibilities and
advancing the organizations mission and objectives.
Further, the performance of each Committee was
evaluated with reference to the purpose for which it was
constituted, efficiency in deliberations, and the value
added by each member in fulfilling the committees
objectives.
A separate meeting of the Independent Directors was
held to review the performance of Non-Independent
Directors, the Board as a whole, and the Chairperson,
taking into account the feedback from both Executive
and Non-Executive Directors. The Independent Directors
also reviewed the effectiveness of the flow of information
between the Management and the Board for effective
governance.
The outcome of these evaluations was discussed at a
subsequent Board meeting. The Board was satisfied
with the evaluation process and noted that the overall
performance of the Board, its committees, and individual
Directors continues to be effective and aligned with the
strategic goals of the Company.
In accordance with the outcome of the evaluation, the
Board will consider the extension or continuation of the
tenure of Directors, including Independent Directors, as
and when their respective terms come up for review.
Process of evaluation/Feedback mechanism:
During the financial year under review, the performance
evaluation process was carried out using structured and
detailed questionnaires administered through a secure
digital platform. The evaluation framework, as approved
by the Nomination and Remuneration Committee (NRC),
covered abroad setofparameters relatingto the functioning
and effectiveness of the Board and its Committees.
Key areas assessed included the adequacy and diversity of
the Board and Committee composition, the establishment
of a strong ethical and corporate culture, performance
of specific duties, and the overall effectiveness of the
Board. The evaluation also focused on the quality, depth,
and timeliness of information shared between the
Management and the Board, the nature of participation
and discussions at Board meetings, strategic focus, and
adherence to sound corporate governance practices.
In addition to quantitative scoring, the evaluation process
encouraged Directors to provide qualitative feedback and
suggestions to support continuous improvement. As part
of its ongoing efforts to enhance governance and Board
performance, the NRC also reviewed and refined the
evaluation questionnaire during the year.
Further details on the evaluation methodology and
outcomes are provided in the Corporate Governance
Report which forms part of this Annual Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of financial
performance and results of operations of the Company
for the year under review, as stipulated in the Regulation
34(2)(e) of Securities and Exchange Board of India
(Listing and Disclosure Requirements) Regulations, 2015
("SEBI (LODR) Regulations/SEBI Listing Regulations"),
giving detailed analysis of the overall industry structure,
economic developments, performance and state of affairs
of your Companys business and material developments
during the financial year 2024-25 is provided in a
separate section and forms part of the Annual Report.
The matters pertaining to industry structure and
developments, opportunities and threats, segment wise/
team-wise performance, outlook, risks and concerns,
internal control systems and adequacy, discussion on
financial and operational performance are detailed in the
Report.
Information on the operational and financial performance
of the Company is given in the Management Discussion
and Analysis Report, which forms part to this Annual
Report.
26. POLICY ON APPOINTMENT AND REMUNERATION
FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
In compliance with the provisions of Section 134(3)(e)
and Section 178(3) of the Companies Act, 2013, read with
the applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Committee ("NRC") of
the Board has formulated a comprehensive policy for
the appointment and remuneration of Directors, Key
Managerial Personnel ("KMP"), and Senior Management
Personnel ("SMP").
The Policy lays down a structured framework for
the appointment and remuneration of Directors, Key
Managerial Personnel (KMP), and Senior Management.
It provides for the formulation of criteria for Board
membership, including the appropriate mix of Executive
and Non-Executive Directors, the determination of
qualifications, positive attributes, independence of
Directors, and a process for effective evaluation of the
performance of the Board, its committees, and individual
Directors. The NRC is also entrusted with conducting a
periodic gap analysis of the Board, reviewing profiles
of potential candidates, assessing the required
competencies, conducting due diligence, and meeting
candidates prior to recommending their appointment
to the Board. The Policy promotes a compensation
philosophy aimed at attracting, retaining, and motivating
talent through a balanced approach to fixed and variable
pay components, aligned with both short-term and long-
term performance goals of the Company.
The key skills, competencies, and expertise identified
by the Board, along with the current composition of
the Board reflecting such attributes, are detailed in the
Report on Corporate Governance’ forming part of this
Annual Report.
The Nomination and Remuneration Policy is available
on the Companys website and can be accessed at:
https://hmagroup.co/corporate-governance/?tah=2366.
Remuneration to Directors:
The NRC determines and recommends to the Board the
compensation payable to all Directors within the limits
approved by the Members and prescribed under the
applicable provisions of the Act and the SEBI Listing
Regulations. The NRC also reviews and recommends to
the Board the remuneration of the Senior Management
Personnel of the Company.
Criteria for making payments to Non-Executive
Directors:
The Non-Executive (Independent) Directors of the
Company are paid remuneration in form of sitting fees
for attending meetings of the Board and Committees.
None of the Non-Executive Directors of the Company
received remuneration in excess of 50% of the total
remuneration paid to all Non-Executive Directors during
the financial year under review.
The Nomination and Remuneration Committee will
recommend to the Board, the criteria of making
payments to each Director based on the outcome of
the evaluation process which is driven by various
factors including attendance and time spent in the
Board and committee meetings. The criteria of
making payments to non-executive directors are
also available on the website of the Company -
https://hmagroup.co/corporate-governance/?tab=2366.
Executive Director - Managing Director &Whole-Time
Director:
The remuneration paid to the Managing Director and
Whole-Time Director during the financial year under
review was in accordance with the provisions of the
Companies Act, 2013 and remained within the overall
limits as approved by the shareholders of the Company.
Further, the details of remuneration paid to the Managing
Director and Whole-Time Director, along with the sitting
fees are disclosed in the Report on Corporate Governance,
which forms an integral part of this Annual Report.
27. PARTICULARS OF REMUNERATION OF DIRECTORS/
KMP/EMPLOYEES
The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel to the median of employees remuneration are
provided in Annexure-A of this report.
The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report.
However, in terms of Section 136 of the Act, the Annual
Report is being sent to the shareholders and others
entitled thereto, excluding the said annexure, which
is available for inspection by the shareholders at the
Registered Office of your Company during business hours
on working days of your Company. If any shareholder is
interested in obtaining a copy thereof, such shareholder
may write to the Company Secretary in this regard at cs@
hmaagro.com
Further during the year under review, no employee of
the Company was in receipt of remuneration in excess of
the limits prescribed under rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
28. SUCCESSION PLANNING
The Nomination and Remuneration Committee of the
Company oversees matters related to succession planning
of the Board and Senior Management of the Company. The
Company understands that sound succession planning
is essential for sustained growth of the Company.
Accordingly, the Company has an effective mechanism for
succession planning which focuses on orderly succession
of Directors, Key Management Personnel and Senior
Management.
29. COMMITTEES OF THE BOARD
The Board has established several Committee(s) as a
matter of good corporate governance practices and as
per the requirements of the Act and the SEBI Listing
Regulations. The Company has the following 5 (Five)
Board-level Committee(s), which have been established
in compliance with the requirements of the business and
relevant provisions of applicable laws and statutes:
As required under the provisions of the Act and the SEBI
Listing Regulations, as on March 31, 2025, the Board has
the following committees:
? Audit Committee("AC");
? Nomination and Remuneration Committee ("NRC");
? Corporate Social Responsibility Committee ("CSR
Committee");
? Stakeholders Relationship Committee ("SRC") and
? Risk Management Committee("RMC")
? Prevention of Sexual Harassment ("POSH") / Internal
Complaint Committee ("ICC")
During the year, all recommendations made by
the Committees were approved by the Board. The
composition of the Committees, roles and responsibilities
and meetings held, as per the applicable provisions of
the Act and rules made thereunder, and SEBI (LODR)
Regulations, and such other related details are disclosed
separately in the Corporate Governance Report which
forms part of the Annual Report.
In terms of the requirements of the Companies Act, 2013
and as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and as a part of
the best corporate governance practices, the terms of
reference and the constitution of these Committees is
in compliance with the applicable laws and to ensure
focused attention on business and for better governance
and accountability.
The Board has constituted Audit Committee, Stakeholders
Relationship Committee, Nomination & Remuneration
Committee, Corporate Social Responsibility Committee,
Risk Management Committee, and Prevention of Sexual
Harassment ("POSH") / Internal Complaint Committee
("ICC").
The Details of each of these committees outlining their
composition, terms of reference and number of meetings
held during 2024-25, are outlined in the Corporate
Governance Report forming part of this annual report.
During 2024-25, recommendations made by the
Committees to the Board of Directors were accepted by
the Board, after due deliberations.
30. BOARD MEETINGS DURING THE YEAR
The Board meets at regular intervals to discuss and
decide on the Companys/ business policy and strategy.
The Board exhibits strong operational oversight with
regular presentations in quarterly meetings.
The Board and Committee Meeting(s) are scheduled in
advance with proper notice circulated to the Director(s)
well ahead of time to allow for effective planning and
participation.
In instances of business exigencies, the Board also approves
certain proposals through circulation, ensuring timely
decision-making to address urgent business requirements.
During the year under review, Eight (08) meetings of the
Board of Directors were held in respect of which proper
notices were given and the proceedings were properly
recorded, signed and maintained in the Minutes book
kept by the Company for the purpose. The maximum
gap between any two meetings was within the stipulated
time period as prescribed under the Act and SEBI (LODR)
Regulations. The details of the meetings of the Board
of Directors of the Company during the Financial Year
2024-25 are given in the Corporate Governance Report
which forms part of this Annual Report. The Company
has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and
operating effectively.
31. CORPORATE SOCIAL RESPONSIBILITY
The Company believes that the purpose of business goes
beyond profitability and encompasses the responsibility
to make a meaningful and positive difference in the
lives of individuals and communities. Corporate Social
Responsibility (CSR) is not just a statutory obligation for
the Company but an integral part of its value system and
business philosophy.
In compliance with the provisions of Section 135 of
the Companies Act, 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
as amended from time to time, the Board of Directors
has constituted a Corporate Social Responsibility
(CSR) Committee to formulate and monitor the CSR
policy and oversee its implementation. The composition
of the CSR Committee and the number of meetings held
during the financial year are disclosed in the Corporate
Governance Report, forming part of this Annual Report.
The Company has in place a well-defined CSR Policy,
which sets out the vision, principles, scope, governance,
implementation strategy, and monitoring mechanisms for
its CSR activities. The CSR Policy, along with the Annual
Action Plan, is formulated in line with the statutory
framework and covers areas specified in Schedule VII of
the Companies Act, 2013. These documents have been duly
approved by the CSR Committee and the Board ofDirectors.
The CSR Policy is available on the Companys website at:
https://hmagroup.co/corporate-governance/?tab=2366
For the financial year 2024-25, based on the average net
profits of the three immediately preceding financial years
(i.e., FY 2021-22, 2022-23, and 2023-24), the Company
was required to spend an amount of 27.44 million
towards CSR activities. Taking into account the excess CSR
expenditure of the previous year (2.28 million spent
in FY 2023-24 in excess of the required amount), the
Company spent a total of 29.72 million during FY 2024-
25. This results in a further excess CSR expenditure of
2.28 million, which will be carried forward and set off
against future CSR obligations, in accordance with Rule
7(3) of the Companies (CSR Policy) Rules, 2014.
The Company discharges its CSR responsibilities through
registered implementing agencies and also undertakes
initiatives directly in collaboration with relevant
stakeholders. The CSR initiatives primarily focus on areas
such as:
? Promoting education, including special education
and vocational training for children, women, and the
differently abled;
CSR Initiative - Educational Support to Economically
Weaker Sections
As part of its commitment to inclusive and sustainable
development, the Company has undertaken initiatives
aimed at promoting education among children from
financially weaker sections of society. Recognizing that
access to quality education is a fundamental right and a
powerful tool for social upliftment, the Company extends
direct financial assistance by making fee payments to
schools and colleges on behalf of eligible students.
These contributions are made based on requests
submitted by the parents or guardians of the students,
following a due verification process. This initiative
ensures that deserving students are not deprived of
educational opportunities due to financial constraints. By
facilitating direct payments to educational institutions,
the Company ensures transparency, accountability and
the effective utilization of CSR funds for the intended
purpose.
This intervention reflects the Company’s strong belief in
education as a cornerstone of national development and
aligns with the prescribed activities under Schedule VII
of the Companies Act, 2013, particularly in the areas of
promoting education and supporting underprivileged
communities. The Company remains committed to
continuing and scaling such efforts to bring meaningful
change in the lives of deserving children and their families.
? Empowering women and enhancing gender
equality;
? Eradicating hunger, poverty, and malnutrition
by supporting food distribution and healthcare
initiatives;
? Promoting healthcare and sanitation, especially
in underserved regions;
? Environmental sustainability and conservation
efforts;
? Livelihood enhancement through skill development
and employability training; and
? Any other areas as prescribed under Schedule VII of
the Companies Act, 2013.
The Company has always believed in inclusive growth
and strives to contribute to social and environmental
well-being. It upholds the values of integrity, equity,
transparency, fairness, and accountability and
integrates social responsibility into its operations and
stakeholder engagements. The Company encourages
employee participation in volunteering programs
and actively promotes a culture of compassion and
community service.
As a responsible corporate citizen, the Company continues
to support nation-building initiatives and aims to create
a lasting impact by addressing the needs of marginalized
communities through sustainable interventions. The
Company believes that social impact and business success
go hand in hand and is committed to aligning its CSR
activities with long-term value creation and the United
Nations Sustainable Development Goals (UN SDGs).
A brief outline of the CSR philosophy, salient features of
the CSR Policy, and the Annual Report on CSR activities,
in the format prescribed under Section 134(3)(o) read
with Section 135 of the Companies Act, 2013 and Rule 8
of the Companies (CSR Policy) Rules, 2014, is annexed to
this Report as Annexure-B.
There has been no change in the CSR Policy of the
Company during the year under review.
32. DETAILS OF SUBSIDIARIES/JOINT VENTURES/
ASSOCIATE COMPANIES
Pursuant to Section 129(3) of the Companies Act, 2013
the Consolidated Financial Statements of the Company
and its subsidiaries are prepared in accordance with the
relevant Accounting Standard specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014, forms a part of the Annual Report.
In accordance with Section 136 of the Companies
Act, 2013 the Financial Statements of the Subsidiary
Companies are available for inspection by the Members
at the Registered Office of the Company during Business
Hours on all days except Saturdays, Sundays and Public
Holidays up to the date of the Annual General Meeting
AGM". Any member desirous of obtaining a copy of the
said Financial Statements may write to the Company
Secretary at the Registered Office of the Company.
At the close of the FY under review the following entities
serve as subsidiaries/associates of the Company:
Sr. Name of the Company |
Whether Subsidiary/Wholly |
1 FNS Agro Foods Limited |
Wholly Owned |
2 HMA Natural Foods |
Subsidiary |
3 HMA Food Export |
Wholly Owned |
4 Swastik Bone and |
Wholly Owned |
5 United Farm Products |
Wholly Owned |
6 Laal Agro Food Private |
Wholly Owned |
7 JFF Exports Private |
Wholly Owned |
8 Federal Agro Industries |
Subsidiary |
9 Indus Farmers Food Co. |
LLP having |
LLP |
Substantial Interest |
10 Reliable Agro Foods |
Partnership Firm |
11 International Agro Food |
Associate |
During the financial year, your Board of Directors had
reviewed the affairs of the subsidiaries. The consolidated
financial statements of your Company are prepared in
accordance with Section 129(3) of the Companies Act,
2013 and forms part of this Annual Report.
In accordance with fourth proviso to Section 136(1)
of the Companies Act, 2013, the Annual Report of your
Company, containing inter alia the audited standalone
and consolidated financial statements of the Company
for the financial year ended March 31, 2025, along with
relevant documents, has been placed on the website of the
Company at https://hmagroup.co/financial/?tah=3647.
Further, audited financial statements together with
related information of each of the subsidiary companies
have also been placed on the website of the Company at
https://hmagroup.co/financial/?tah=3645
In terms of Section 136 of the Companies Act, 2013 (the
Act), financial statements of the subsidiary companies
are not required to be sent to the members of the
Company. The Company shall provide a copy of the annual
accounts of its subsidiary companies to the members
of the Company on their request. The annual accounts
of its subsidiary companies will also be kept open for
inspection at the registered office of the Company during
business hours.
Pursuant to the requirements of Regulation 34(3) read
with Schedule V of the SEBI Listing Regulations, the
details of Loans/ Advances made to and investments
made in the subsidiaries have been furnished in Notes
forming part of the Accounts.
Pursuant to Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of
the financial statements of the Companys suhsidiaries
and associate company in Form AOC-1 is attached as
Annexure-C and forms an integral part of the Boards
Report. This includes a report on the performance
and financial position of each of the subsidiaries of the
Company, covering details such as capital, reserves, total
assets, total liabilities, investments, and turnover, along
with their contribution to the overall performance of
the Company, as reflected in the Consolidated Financial
Statements.
33. MATERIAL SUBSIDIARY
The Company has formulated a policy on identification
of material subsidiary in line with Regulation 16(1(c)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the same is
placed on the Companys website which can accessed at
https://hmagroup.co/corporate-governance/?tab=2366.
Accordingly Federal Agro Industries Private Limited,
United Farm Product Private Limited and HMA Food
Export Private Limited are the material subsidiaries
of the Company.
34. NAME OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE SUBSIDIARIES, JOINT VENTURES &
ASSOCIATES COMPANIES
During the year under report, none of the Companies
became or ceased to be its subsidiary, joint venture &
associates.
35. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED
ENTITY
The details relating to the Companys material
subsidiaries form a part of the Report on Corporate
Governance, which is enclosed with the Annual Report.
36. AUDITORS AND INFORMATION ON AUDITORS
OBSERVATIONS
Statutory Auditors and Auditors Report:
M/s MAPSS & Company, Chartered Accountants (ICAI
Firm Registration No. 012796C), were appointed as the
Statutory Auditors of the Company for a term of five
consecutive years, commencing from the conclusion
of the 13th Annual General Meeting held on November
30, 2021, and continuing until the conclusion of the
18th Annual General Meeting scheduled to be held in
the year 2026. Their appointment was approved by the
shareholders in accordance with the provisions of Section
139 of the Companies Act, 2013 and the applicable rules
thereunder.
The Statutory Auditors have confirmed that they meet the
eligibility and independence requirements as prescribed
under the Companies Act, 2013, the Chartered Accountants
Act, 1949, and the rules framed thereunder. They also
hold a valid Peer Review Certificate (No. 017643) issued
by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI), which is a mandatory criterion
for practicing firms issuing audit opinions.
All services rendered by the Statutory Auditors are pre-
approved by the Audit Committee. During the financial
year under review, the Statutory Auditors have not
offered any prohibitory services to the Company or its
holding company or subsidiary company of the Company.
Details of fees/remune ration paid to Auditors for the
financial year 2024-25 are provided in the Report on
Corporate Governance, which forms part of the Integrated
Annual Report.
Unmodified Statutory Auditors Reports:
The Auditor’s Report on the standalone and consolidated
financial statements for the financial year ended March
31, 2025, forms an integral part of this Annual Report.
The Reports contain an unmodified opinion, without
any qualification, reservation, or adverse remark. The
observations made by the Auditors, read in conjunction
with the accompanying notes to the financial statements,
are self-explanatory and do not require any further
clarifications from the Board under Section 134(3)(f) of
the Companies Act, 2013.
Further, during the year under review, the Statutory
Auditors have not reported any instances of fraud under
Section 143(12) of the Companies Act, 2013.
Internal Auditors:
Pursuant to the provisions of Section 138 ofthe Companies
Act, 2013 read with the rules made thereunder, the
Board of Directors, upon recommendation of the Audit
Committee, has appointed M/s S.N. Gupta & Co. (Firm
Registration No. 001057C), a professionally competent
firm of Chartered Accountants, as the Internal Auditors
of the Company for the financial year 2024-25.
The firm has a qualified and experienced internal
audit team that regularly monitors the adequacy and
effectiveness of the Company’s internal control systems.
The Internal Auditor reports directly to the Audit
Committee and the Managing Director, and conducts
the audit in accordance with an internal audit plan
approved by the Audit Committee. The Audit Committee
periodically reviews the audit findings and ensures
implementation of the recommendations provided by
the Internal Auditors for improvement in operational
processes and control mechanisms.
During the year under review, no instances were reported
by the Internal Auditors under Section 143(12) of the
Companies Act, 2013. Accordingly, no disclosures are
required under Section 134(3)(ca) of the Act.
Secretarial Auditor and Secretarial Audit:
Pursuant to the provisions ofSection 204 ofthe Companies
Act, 2013, read Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board of Directors, on the recommendation of the Audit
Committee, has appointed M/s R.C. Sharma & Associates,
Practicing Company Secretaries (C.P. No. 7957), as
the Secretarial Auditor of the Company to conduct the
Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report for the financial year
ended March 31, 2025, issued by M/s R.C. Sharma &
Associates, is annexed to this Report as Annexure-D.
The report confirms that the Company has complied
with the applicable provisions of the Companies Act,
2013, SEBI Listing Regulations, and other relevant laws.
Further, the Secretarial Audit Report does not contain
any qualification, reservation, or adverse remark having
a material impact on the functioning of the Company.
The comments of Secretarial Auditor are self-explanatory
in nature and do not require any explanation. Further,
there is no qualification, reservation, adverse remark
or disclaimer given by the Secretarial Auditors in their
report(s).
Further in accordance with the SEBI (LODR) (Third
Amendment) Regulations, 2024, which require listed
companies to appoint or continue only with a "Peer
Reviewed Company Secretary" as Secretarial Auditor
effective from April 1, 2025, the Board of Directors,
based on the recommendation of the Audit Committee,
has proposed the appointment of M/s R.C. Sharma &
Associates, Practicing Company Secretaries (Peer Review
Certificate No. 6899/2025), for a term of five consecutive
years commencing from financial year 2025-26 to 2029-
30, subject to the approval of the shareholders at the
ensuing Annual General Meeting.
M/s R.C. Sharma & Associates have confirmed that they
meet all eligibility criteria laid down under the Companies
Act, 2013 and the SEBI Listing Regulations, and hold a
valid peer review certificate issued by the Institute of
Company Secretaries of India (ICSI). A resolution for
their appointment forms part of the Notice convening the
Annual General Meeting, which the Board recommends
for shareholders approval.
Secretarial Audit for Material Subsidiaries:
In compliance with the requirements of Regulation 24A of
the SEBI (LODR) Regulations, the Secretarial Audit Reports
of the Companys material subsidiaries, namely, Federal
Agro Industries Private Limited and United Farm Product
Private Limited, have also been obtained for the financial
year 2024-25. These reports are annexed to this Report as
Annexure - D(i) and Annexure - D(ii), respectively.
37. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the management of your
Company, confirm that:
i) In the preparation of the Annual Accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;
ii) The Board has selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and the profit of the
Company for the year ended on that date;
iii) The Directors have taken proper and sufficient care
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
irregularities;
iv) The annual accounts have been prepared on a going
concern basis;
v) The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and
vi) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.
38. ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated February 8, 2019, and the SEBI
Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155
dated November 11, 2024, listed companies are required
to obtain an Annual Secretarial Compliance Report from
a Practicing Company Secretary, confirming compliance
with applicable SEBI Regulations and circulars/
guidelines issued thereunder. This report is in addition to
the Secretarial Audit Report in Form MR-3 issued under
Section 204 of the Companies Act, 2013.
In compliance with the above, the Company has
obtained the Annual Secretarial Compliance Report for
the financial year ended March 31, 2025, from M/s R.C.
Sharma & Associates, Practicing Company Secretaries,
Agra (Membership No. 5524, C. P. No. 7957), confirming
that the Company has complied with all applicable SEBI
Regulations, circulars, and guidelines. This also includes
additional affirmations in line with circulars issued by
NSE and BSE dated March 16, 2023 and April 10, 2023,
respectively.
The said Secretarial Compliance Report which is
unmodified and does not contain any qualification,
reservation, or adverse remark has been submitted to
the Stock Exchanges within 60 days from the end of the
financial year in compliance with SEBI requirements. The
report is annexed to this Boards Report as Annexure-E
and forms part of this Annual Report as a matter of good
disclosure practice.
This report is available on the website of the Company at:
https://hmagroup.co/investor-information/?tab=83713.
39. REVIEW OF LEGAL COMPLIANCE REPORTS
During the year under review, the Board periodically
reviewed compliance reports with respect to the various
laws applicable to the Company, as prepared by the
Management.
40. COST RECORDS AND AUDIT
Pursuant to Section 148(1) of the Companies Act, 2013,
Cost Audit is not required for the Company for the
financial year ended March 31, 2025. The Company is not
required to maintain cost records under the provisions of
Section 148(1) of the Companies Act, 2013.
41. INSTANCES OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors,
Internal Auditor and Secretarial Auditors have not
reported any instance of fraud committed in the Company
by its Officers or Employees to the Audit Committee under
Section 143(12) of the Act and the rules made thereunder.
42. RECONCILIATION OF SHARE CAPITAL AUDIT
Pursuant to Regulation 76 of the Securities and
Exchange Board of India (Depositories and Participants)
Regulations,2018, quarterly audit of the Company’s share
capital is being carried out by a Practicing Company
Secretary to reconcile the total share capital admitted
with NSDL and CDSL and held in physical form, with the
issued and listed capital of the Company. The Practicing
Company Secretarys Certificate in regard to the same is
submitted to Stock Exchanges and is also placed before
the Board of Directors.
43. RELATED PARTY TRANSACTIONS AND PARTICULARS
OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES
In accordance with the provisions of the Companies Act,
2013 ("the Act") and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI (LODR) Regulations/SEBI Listing
Regulations"), The Company has adopted a robust Policy
on Materiality of and Dealing with Related Party
Transactions. This policy serves as a comprehensive
framework for identifying, evaluating, approving, and
monitoring all transactions with related parties to ensure
transparency, fairness, and compliance with applicable
legal and regulatory requirements.
The said policy has been formulated with an aim to
ensure that related party transactions (RPTs) are
undertaken in the ordinary course of business and on an
arm’s length basis, thereby safeguarding the interests of
the Company and its stakeholders. The policy is available
on the Company’s website and can be accessed at
https://hmagroup.co/corporate-governance/?tab=2366
Transactions During FY 2024-25:
During the financial year ended March 31, 2025, the
Company entered into various transactions with related
parties. All such transactions were:
? In the ordinary course of business;
? Conducted on an arms length basis; and
? In compliance with the provisions of the Companies
Act, 2013 and SEBI (LODR) Regulations.
These transactions were duly reviewed and approved
by the Audit Committee, which consists of a majority
of Independent Directors. The Committee undertook
a comprehensive assessment to ensure that the
transactions were in the best interests of the Company
and consistent with applicable legal and regulatory
standards.
For transactions that were repetitive in nature, the Audit
Committee granted omnibus approvals in advance.
A detailed summary of these transactions, including
their nature, value, and terms, was placed before the
Committee at regular intervals (quarterly) for review and
monitoring.
Wherever applicable, members of the Audit Committee
who had any direct or indirect interest in a related party
transaction refrained from participating in discussions
and voting on the respective agenda items.
Approval of Transactions by Subsidiaries:
In cases where related party transactions were proposed
to be undertaken by subsidiaries of the Company, and
where the Company itself was not a direct party to the
transaction, prior approval of the Audit Committee was
obtained, provided the transaction value exceeded
10% of the annual standalone turnover of the
concerned subsidiary, based on its latest audited financial
statements. This approach ensures proactive compliance
even at the subsidiary level.
Material Related Party Transactions:
During the year under review, the Company entered
into certain Material Related Party Transactions, i.e.,
transactions individually or collectively exceeding 10%
of the Companys annual consolidated turnover, as per
the last audited financial statements. These transactions
were carried out only after obtaining prior approval
of the shareholders through a Postal Ballot conducted
during the financial year, as required under Regulation
23(4) of the SEBI Listing Regulations.
Details of such Material Related Party Transactions have
been appropriately disclosed in the financial statements
and filed with the Stock Exchanges in compliance with
SEBI norms.
Disclosures and Statutory Compliance:
? The Company has filed the half-yearly disclosures of
related party transactions with the stock exchanges
within the prescribed timelines, as mandated under
Regulation 23(9) of the SEBI Listing Regulations.
These disclosures are also made available on the
Companys website for greater transparency and
public access.
? The disclosures of related party transactions, as
required under Indian Accounting Standard (Ind
AS) 24, are included in the following sections of the
Financial Statements:
o Note No. 30 of the Standalone Financial
Statements, and
o Note No. 29 of the Consolidated Financial
Statements.
? Further, in accordance with Section 134(3) (h) of
the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars
of contracts or arrangements with related parties
referred to in Section 188(1) of the Act entered
during FY 2024-25 have been provided in the
prescribed format, Form AOC-2, and annexed as
Annexure-F to the Board’s Report.
Pecuniary Transactions with Non-Executive
Directors:
During the year under review, the Non-Executive
Directors of the Company did not have any pecuniary
relationship or transactions with the Company, other
than receipt of sitting fees as applicable and permitted
under law.
The Company remains committed to ensuring that all
Related Party Transactions are conducted in a manner
that is transparent and in the best interest of the Company
and its stakeholders.
44. DISCLOSURE OF POLICIES UNDER THE COMPANIES
ACT, 2013 AND SEBI LISTING REGULATIONS
In accordance with the requirements laid down under the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended from time to time, the Board of Directors of
the Company has adopted and implemented various
policies to ensure transparency, accountability, and good
corporate governance practices across all levels of the
organization.
These policies govern critical areas such as corporate
governance, risk management, related party transactions,
insider trading, whistle blower mechanism, code of
conduct, corporate social responsibility and other
statutory and regulatory requirements applicable to
listed companies.
To promote ease of access and enhance stakeholder
awareness all such policies as approved by the Board of
Directors are made available on the Companys official
website. Stakeholders and Members of the Company can
viewanddownloadthesepoliciesthroughthefollowinglink:
https://hmagroup.co/corporate-governance/?tab=2366.
The Company is committed to periodically reviewing and
updating these policies to ensure ongoing compliance with
applicable laws and to reflect emerging best practices in
corporate governance. These efforts reinforce Company’s
dedication to responsible and ethical business conduct
while fostering stakeholder confidence.
45. VIGIL MECHANISIM/WHISTLE BLOWER
In compliance with the provisions of Section 177(10)
of the Companies Act, 2013 and Regulation 22(1) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a robust
Vigil Mechanism through the adoption of a Whistle
Blower Policy. This mechanism enables Directors and
employees of the Company and its subsidiaries to report
genuine concerns regarding unethical behavior, actual
or suspected fraud, violation of the Company’s Code
of Conduct, Insider Trading Code, or any unacceptable
business practices.
The Whistle Blower Policy encourages employees to
promptly report any suspected or actual violations or
concerns that may affect the Company’s business or
reputation. Such disclosures are handled impartially
and investigated in accordance with the procedures and
timelines prescribed in the Policy. Anonymous complaints
are also considered, provided they are specific, verifiable,
and supported by credible evidence.
The Policy ensures that no whistle blower is subjected
to unfair treatment, victimization, or harassment for
making a report in good faith. The confidentiality of
the whistle blower is maintained to the extent possible,
and all reported incidents are investigated fairly and
objectively. Employees and Directors have direct access
to the Chairman of the Audit Committee, especially in
cases where the concern involves Senior Management.
The Audit Committee oversees the implementation and
effectiveness of the Whistle Blower Policy.
We affirm that during the financial year 2024-25, no
employee or director was denied access to the Audit
Committee, and no complaints were received under the
said mechanism for the Company or its subsidiaries.
The Whistle Blower Policy has been
disseminated throughout the organization
and is available on the Company’s website at
https://hmagroup.co/corporate-governance/?tab=2366
46. RISK MANAGEMENT
Risk management is an integral part of the Company’s
strategic and operational framework. It involves the
structured and systematic identification, assessment,
monitoring, and mitigation of various internal and
external risks that may impact the Companys operations,
financial performance, reputation, and long-term
sustainability. The objective is to safeguard the Company’s
assets, ensure financial stability, and protect the interests
of stakeholders.
The Company has adopted a robust enterprise-wide
Risk Management Framework, which enables a
well-defined and institutionalized approach towards
identifying and addressing key risks across all business
functions and geographies. The framework is aligned
with the Company’s long-term strategic objectives and
is periodically reviewed and strengthened in light of
evolving market conditions and regulatory requirements.
In compliance with Section 134(3)(n) of the Companies
Act, 2013 and Regulation 17(9) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated and implemented
a comprehensive Risk Management Policy. Further,
as mandated under Regulation 21 of the SEBI (LODR)
Regulations read with Part D of Schedule II, the Board
of Directors has constituted a Risk Management
Committee to oversee the development and
implementation of the risk management framework.
The policy outlines a structured approach to identifying,
assessing, prioritizing, mitigating, and reporting key
strategic, financial, operational, compliance, and
reputational risks.
The Risk Management Policy is designed to:
? Identify potential risks that may threaten the
continuity or sustainability of the business.
? Determine the Companys risk appetite and tolerance
levels.
? Develop appropriate mitigation strategies and action
plans.
? Provide early warning signals through timely
monitoring and escalation mechanisms.
? Ensure alignment with business objectives and
regulatory expectations.
? Cover emerging risks, including cyber security
threats, digital transformation challenges, and
environmental and climate-related risks.
The Risk Management Committee of the Board is
responsible for:
? Formulating and reviewing the Risk Management
Policy and framework.
? Monitoring the implementation of the risk
management plan.
? Determining the Company’s risk appetite.
? Reviewing risk assessment reports and mitigation
strategies on a regular basis.
? Ensuring adequate systems and controls are in place
to manage identified risks.
? Reviewing cyber security risks and digital
governance initiatives.
The Audit Committee provides additional oversight,
particularly in the area of financial risks, internal controls,
fraud risks, and statutory compliance. The Management
team, under the guidance of the Risk Management
Committee, is responsible for implementing the risk
mitigation strategies, ensuring business continuity
preparedness, and maintaining a culture of risk
awareness throughout the organization.
As on date, the overall risk exposure of the Company
remains minimal and is well within the risk appetite
defined by the Board. Nevertheless, the Board and senior
management remain vigilant and continue to proactively
frame and update risk management strategies to respond
to both current and foreseeable challenges.
Details regarding the composition of the Risk
Management Committee, its charter, and the
number of meetings held during the financial year
are disclosed in the Corporate Governance Report
forming part of this Annual Report. In addition, the
Risk Management Policy of the Company is publicly
available and can be accessed at the Companys website at
https://hmagroup.co/corporate-governance/?tab=2366.
The Management Discussion and Analysis Report,
which forms part of this Annual Report, further discusses
key identified risks and the mitigation measures in place.
The Company remains committed to continuously
enhancing its risk management capabilities to ensure
resilience, business continuity, and sustained value
creation for all stakeholders.
47. BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORT
Pursuant to the amendments made by the Securities
and Exchange Board of India (SEBI) to the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, vide notification dated May 5, 2021,
and in accordance with SEBI Circular No. SEBI/HO/
CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023,
the top 1,000 listed entities by market capitalization
are mandatorily required to submit a Business
Responsibility and Sustainability Report (BRSR) in
place of the earlier Business Responsibility Report from
the financial year 2023-24 onwards. In compliance
with the said regulatory requirement, the Company has
prepared its BRSR for the financial year ended March 31,
2025, in the format prescribed by SEBI.
The BRSR provides detailed disclosures on the
Companys Environmental, Social, and Governance
(ESG) performance, including information related to
resource usage, environmental impact mitigation, social
welfare initiatives, employee well-being, diversity and
inclusion, community engagement, corporate ethics, and
governance structures. The report reflects the Company’s
commitment to sustainable and responsible business
practices and its alignment with globally recognized ESG
principles and stakeholder expectations.
The Company believes that enhanced transparency
through structured sustainability reporting fosters
accountability, aids informed decision-making, builds
long-term trust with stakeholders, and contributes
to inclusive and sustainable growth. The Business
Responsibility and Sustainability Report forms an
integral part of this Annual Report and is appended as
Annexure-G to this Directors Report.
48. CORPORATE GOVERNANCE
Corporate Governance at HMA is built on the foundation
of ethical conduct, transparency, accountability, and
commitment to value creation. The Company firmly
believes that strong governance practices are integral to
ensuring stakeholder trust, sustainable growth, and long-
term business success.
Your Company has adopted and maintained robust
corporate governance practices, supported by a well-
structured framework of policies, internal control
systems, and Board oversight mechanisms. These
practices are aligned with applicable statutory provisions,
regulatory requirements, and global standards.
In compliance with Regulation 15 and Schedule V
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed
Corporate Governance Report for the financial year
ended March 31, 2025 forms part of this Annual Report
and is annexed as Annexure-H. The report provides
complete disclosures relating to Board and Committee
composition, independence, performance evaluation,
meetings held, remuneration paid and other governance-
related matters.
49. CERTIFICATE FOR NON DISQUALIFICATION OF
DIRECTOR
In accordance with Regulation 34(3) and Schedule V
Para C, Clause 10 (i) of the SEBI (LODR) Regulations ,
the Company had sought a certificate from the M/s. R.C
Sharma & Associates, Practicing Company Secretaries,
confirming that none of the Directors on the Board of the
Company have been debarred or disqualified from being
appointed and/or continuing as Directors by the SEBI/
MCA or any other such statutory authority.
The Certificate on Non-Disqualification of Directors
to is published in the Annual Report and marked as
Annexure-A to Corporate Governance Report.
50. CERTIFICATE FOR COMPLIANCE WITH THE
CONDITIONS OF CORPORATE GOVERNANCE
A certificate from M/s. R.C. Sharma & Associates,
Practicing Company Secretaries, confirming
compliance with the conditions of corporate governance
as stipulated under the SEBI Listing Regulations, has
also been obtained and forms part of the Corporate
Governance disclosures.
Furthermore, in compliance with the SEBI Listing
Regulations, a certificate signed by the Chief Executive
Officer and the Chief Financial Officer of the Company
has been submitted, confirming the correctness of the
financial statements and cash flow statements, adequacy
of internal control systems, and appropriate disclosure of
matters to the Audit Committee.
The Company has implemented a comprehensive Code of
Conduct applicable to all Board Members and Senior
Management Personnel. The Code promotes ethical
business practices and responsible conduct. All concerned
individuals have affirmed compliance with the Code during
the year. The Code is available on the Companys website at:
https://hmagroup.co/corporate-governance/?tah=2366.
The Board views good corporate governance as an
ongoing journey rather than a one-time compliance
activity. It continues to guide the Company toward
responsible conduct, effective management, and inclusive
value creation. The Company remains committed to
adopting and improving governance practices in line
with evolving regulatory expectations and stakeholder
interests.
51. RECOGNITION & CERTIFICATIONS
The Company continues to maintain high standards
of quality, safety, and sustainability across all levels of
its operations. In recognition of its consistent export
performance and adherence to international best
practices, the Company has been awarded and accredited
with the following certifications:
? Five Star Export House:
The Company has been recognized as a "Five Star
Export House" by the Ministry of Commerce &
Industry, Government of India. This prestigious
recognition reflects the Companys exemplary
contribution to India’s export sector and its strong
global footprint.
? HACCP (Hazard Analysis and Critical Control
Points):
Ensuring food safety through systematic preventive
measures across the production and processing
stages.
? ISO 22000:2018 - Food Safety Management System:
Demonstrates the Companys commitment to
maintaining a robust food safety management
system throughout its supply chain.
? ISO 9001:2015 - Quality Management System:
Reinforces the Companys focus on consistent
quality assurance and customer satisfaction through
continual improvement.
? FSSC 22000 - Food Safety System Certification:
A globally recognized certification scheme,
confirming the Companys compliance with food
safety and quality requirements.
? ISO 45001:2018 - Occupational Health & Safety
Management System:
Highlights the Companys commitment to ensuring
a safe and healthy workplace for all employees and
stakeholders.
? ISO 14001:2015 - Environmental Management
System:
Reflects the Companys proactive approach toward
environmental sustainability and compliance with
applicable environmental regulations.
? GMP (Good Manufacturing Practices) and GHP
(Good Hygiene Practices):
The Company adheres to globally accepted
manufacturing and hygiene practices, ensuring the
safety, quality, and traceability of its products.
These certifications underscore the Companys
dedication to operational excellence, product quality,
environmental responsibility, and occupational safety,
thereby strengthening its reputation in both domestic
and international markets.
52. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has instituted a robust framework of
internal financial controls that is commensurate with
the size, scale, and complexity of its operations and in
compliance with Section 134(5)(e) of the Companies Act,
2013. These controls are designed to provide reasonable
assurance regarding the reliability of financial reporting,
compliance with applicable laws and regulations,
safeguarding of assets, and the prevention and detection
of frauds and errors.
The internal control systems cover all key operational
and financial processes and are aligned with the
Companys objectives to ensure effective and efficient
conduct of business. They encompass well-documented
policies, standard operating procedures, and clearly
defined authority matrices. The Company follows
accounting principles that conform to the applicable
Indian Accounting Standards (Ind AS) as notified under
the Companies Act, 2013.
To ensure the continued effectiveness of these controls,
periodic assessments are conducted by the Internal Audit
function, which operates independently and reports
directly to the Audit Committee of the Board. The Internal
Audit is undertaken by M/s S.N. Gupta & Co., Chartered
Accountants. The findings, along with mitigation plans
and implementation timelines, are reviewed regularly by
the Committee to ensure timely corrective actions.
During the year under review, no significant weaknesses
or material deficiencies in the design or operation of
internal financial controls were observed. The Statutory
Auditors have also confirmed the adequacy and operating
effectiveness of the internal financial control systems
in their report issued under Section 143(3)(i) of the
Companies Act, 2013.
The Board is satisfied that the Company has in place
adequate internal financial controls with reference to
financial statements and that such controls are operating
effectively.
53. ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) and
section 92 (3) of the Act read with the Companies
(Management and Administration) Rules, 2014, the draft
annual return of the Company as on March 31, 2025 in
Form MGT-7, is available on the website of the Company
at www. hmagroup.co. The Annual Return for the financial
year ended March 31, 2025 shall be filed with the Ministry
of Corporate Affairs within the prescribed period.
54. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Details of conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to Section
134 (3)(m) of the Companies Act, 2013 read with the
Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed as Annexure-I and forms an integral part of this
report.
55. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE
During the year under review, the Company received
appellate orders from the Commissioner of Income Tax
(Appeals), Kanpur, in respect of income tax matters
pertaining to earlier years—Assessment Years 2019-20,
2021-22, 2022-23, and 2023-24. Substantial additions
and demands raised earlier by the Assessing Officer were
quashed, and revised refund orders have been issued in
favour of the Company.
These orders affirm the Companys compliance position.
The matter does not have any adverse impact on the
Company’s financials, operations, or going concern status.
The development was disclosed to the Stock Exchanges
on July 27, 2025, in accordance with Regulation 30 of the
SEBI (LODR) Regulations, 2015.
56. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted an Anti-Sexual Harassment
Policy in accordance with The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. This policy is designed to
safeguard employees in the workplace and address and
resolve issues related to sexual harassment and related
matters. An Internal Complaints Committee (ICC) has
been established to handle complaints regarding sexual
harassment. All employees, including permanent,
contractual, temporary, and trainees, are covered under
this policy.
The Board affirms that during the financial year under
review, no cases or complaints were filed under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013.
57. CODE FOR PREVENTION OF INSIDER TRADING
In accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to
time ("PIT Regulations"), the Company has adopted
a robust framework to regulate, monitor, and report
trading in securities by insiders and designated persons.
The Company has implemented the "Code of Conduct
for Regulating, Monitoring and Reporting of Trades
by Designated Persons", which is applicable to
Promoters, members of the Promoter Group, Directors,
Key Managerial Personnel, and other designated
employees who are reasonably expected to have access
to Unpublished Price Sensitive Information (UPSI).
The objective of this Code is to prevent misuse of UPSI
and ensure transparency and accountability in trading
practices.
Further, the Company has also adopted the "Code of
Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information", ensuring
uniform and timely dissemination of UPSI in a fair and
transparent manner, as required under Regulation 8 of
the PIT Regulations.
To support compliance with the PIT Regulations, the
Company has appointed Mr. Nikhil Sundrani, Company
Secretary, as the Compliance Officer, responsible for
the implementation and effective monitoring of the
aforesaid Codes and Policies.
The Company is maintaining a Structured Digital
Database (SDD), in compliance with regulatory
requirements, which captures the details of persons with
whom UPSI is shared internally or externally, along with
relevant time stamps and purposes, thereby ensuring
accountability and traceability.
During the financial year 2024-25, the Company has
complied with all applicable provisions of the SEBI
Insider Trading Regulations.
The aforementioned Codes and Policies
are available on the Companys website at:
https://hmagroup.co/corporate-governance/?tab=2366.
58. INVESTOR RELATIONS AND MARKET COMMUNICATIONS
Throughout the financial year, the Company maintained
consistent and transparent engagement with domestic
and international investors, analysts, and institutional
funds. These efforts have helped foster relationships
built on mutual trust and a deeper understanding of the
Companys performance and strategic direction.
The Management interacts with the investor community
through various channels, including one-on-one and
group meetings, participation in investor conferences
organized by brokerage houses, and periodic site visits
to operational locations. In addition, the Company
conducts quarterly earnings conference calls following
the announcement of financial results. These interactions
are held either virtually or in person and are designed
to provide a comprehensive insight into the Companys
operations, financial and business performance, and
broader industry trends.
To promote transparency and equal access to
information, the Company ensures that details of all
such interactions—including schedules, presentations,
audio recordings, transcripts, and outcomes—are
disseminated through its official website as well as the
websites of the stock exchanges where its equity shares
are listed. These materials are made publicly available for
a minimum period of five years or such shorter duration
as prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
(LODR) Regulations/SEBI Listing Regulations"), and
thereafter as per the Company’s archival policy.
Investor interaction information is accessible through the
following web link: https://hmagroup.co/financial/?tab=3646.
Prior to any scheduled group interaction, the
Company provides advance intimation regarding the
meeting/call, including mode of participation (virtual or
physical), registration instructions, disclaimers, technical
requirements, and participant details, ensuring a smooth
experience for all stakeholders.
Alongside each quarterly financial result, the Company
releases an earnings presentation summarizing its
key business updates, industry developments, service
highlights, and published financial performance. These
presentations are made publicly available in advance to
encourage active and informed stakeholder participation.
During analyst/investor meetings and conference
calls, the Company discusses only publicly available
information, including published results, earnings
presentations, business updates, and general industry
insights. This is followed by a structured Q&A session
with the Company’s management.
No unpublished price sensitive information (UPSI) is
disclosed or discussed during any interaction, in strict
adherence to the SEBI (Prohibition of Insider Trading)
Regulations and the Companys Code of Conduct.
After the completion of each interaction, a summary
of the discussion, relevant presentation web links, and
a confirmation regarding non-disclosure of any UPSI
is promptly submitted to the stock exchanges and also
made available on the Companys website.
For all quarterly earnings calls, the Company discloses
the names of participating management personnel
and provides links to audio recordings and readable
transcripts. These transcripts are submitted to the stock
exchanges and uploaded on the Companys website
within five working days from the conclusion of the
respective call.
59. DEPSOITORY SERVICES
The Companys Equity Shares have been admitted to
the depository mechanism of the National Securities
Depository Limited (NSDL) and also of the Central
Depositories Services (India) Limited (CDSL). As a result,
the investors have an option to hold the shares of the
Company in a dematerialized form in either of the two
Depositories. The Company has been allotted ISIN No.
INE0ECP01024. Shareholders therefore are requested to
take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their
Demat Accounts for getting their holdings in electronic
form.
60. APPLICATION UNDER SECURITIES AND EXCHANGE
BOARD OF INDIA (SETTLEMENT PROCEEDINGS)
REGULATIONS, 2018
There has been no application under Securities and
Exchange Board of India (Settlement Proceedings)
Regulations, 2018 during the financial year to which the
financial statements of the Company relate and the date
of the report.
Further, the respective Boards of Directors of the
companies within the Group are responsible for
overseeing the financial reporting process of the Group
to ensure accuracy, transparency, and compliance with
applicable standards and regulations.
61. WEBSITE
The Company has a functional website addressed as
https://www.hmagroup.co/. Website contains all basic
information about the Company - details of its Business,
Financial Information, Shareholding Pattern, Contact
Information of the Designated Official of the Company
who is responsible for assisting and handling investors
grievances and such other details as may be required
under sub regulation (2) of Regulation 46 of the Listing
Regulations, 2015. The Company ensures that the
contents of this website are periodically updated.
62. SUSPENSION OF TRADING
The equity shares of the Company have been listed and
actively traded on Main Board of Bombay Stock Exchange
(BSE) and National Stock Exchange of India Limited
(NSE). There was no occasion wherein the equity shares
of the Company have been suspended for trading during
the FY 2024-25.
63. QUALITY, HEALTH, SAFETY & ENVIRONMENT
The Company firmly believes that the pursuit of excellence
in Quality, Health, Safety, and Environmental (QHSE)
standards is fundamental to achieving long-term success
and sustaining stakeholder trust. Quality, Health, Safety,
and Environment continue to remain at the core of the
Companys operations, and the Company is committed to
upholding the highest standards in these areas.
To ensure compliance with global benchmarks and
industry best practices, the Company has implemented a
robust QHSE Management System across its operations.
The Company holds and maintains several prestigious
certifications, including HACCP, ISO 22000:2018
(Food Safety Management), ISO 9001:2015 (Quality
Management), FSSC 22000 (Food Safety System
Certification), ISO 45001:2018 (Occupational
Health and Safety Management), ISO 14001:2015
(Environmental Management), as well as compliance
with GMP (Good Manufacturing Practices) and GHP
(Good Hygiene Practices).
These certifications reaffirm the Company’s strong
commitment to food safety, quality assurance, employee
well-being, and environmental responsibility. Through
the structured implementation of these systems, the
Company not only ensures regulatory compliance but
also continuously monitors and enhances its processes,
thereby improving customer satisfaction, reducing
operational risks, and promoting a safe and sustainable
working environment.
The Company regularly reviews and updates its
Certificates and procedures in line with industry
developments and regulatory changes. The internal teams
are equipped with necessary training, infrastructure,
and resources to effectively implement and monitor
these systems. The emphasis on continual improvement
is deeply embedded in the Companys culture and it
remains focused on enhancing its QHSE performance
across all locations.
64. SERVICE OF DOCUMENTS THROUGH ELECTRONIC
MEANS
Subject to the applicable provisions of the Act, and
applicable law, all documents, including the Notice
and Annual Report shall be sent through electronic
transmission in respect of members whose email IDs
are registered in their demat account or are otherwise
provided by the Members. A member shall be entitled to
request for physical copy of any such documents.
65. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment,
competence and dedication of its employees in all areas
of the business. The Company has structured induction
process at all locations and management development
programmes to update skills of managers. Industrial
relations remained cordial and harmonious during the
year.
66. LISTING OF EQUITY SHARES
The Companys equity shares are listed on the following
Stock Exchanges:
(i) BSE Limited, Phiroze Jee Jee bhoy Towers, Dalal
Street,
Mumbai - 400 001, Maharashtra, India; and
(ii) National Stock Exchange of India Limited,
Exchange Plaza, Floor 5, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai -
400051,
Maharashtra, India.
The Company has paid the Annual Listing Fees to the said
Stock Exchanges for the Financial Year 2024-25.
67. OTHER GENRAL DISCLOSURES
Your director’s state the during the financial year under
review:
a) Disclosure under section 43(a)(ii) of the
Companies Act, 2013:The Company has not issued
equity shares with differential rights as to dividend,
voting or otherwise;
b) Disclosure under section 54(1)(d) of the
Companies Act, 2013:The Company has not issued
any sweat equity shares during the year under
review and hence no information as per provisions
of Section 54(1)(d) of the Act read with Rule 8(13) of
the Companies (Share Capital and Debenture) Rules,
2014 is furnished.;
c) Disclosure under section 67(3) of the Companies
Act, 2013: During the year under review, there were
no instances of non-exercising of voting rights in
respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act
read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 is furnished.
d) Disclosure of proceedings pending, or application
made under insolvency and bankruptcy Code,
2016: No application was filed for corporate
insolvency resolution process, by a financial or
operational creditor under the IBC before the NCLT.
e) Disclosure of reason for difference between
valuation done at the time of taking loan from
bank and at the time of one-time settlement: There
was no instance of a one-time settlement with any
Bank or Financial Institution.
f) The Company has registered itself on Trade
Receivables Discounting System platform
(TReDS) through the service providers Receivables
Exchange of India Limited. The Company complies
with the requirement of submitting a half yearly
return to the Ministry of Corporate Affairs within the
prescribed timelines.
g) There is no Raising of funds through preferential
allotment or qualified institutions placement;
h) There are no material changes and commitments
affecting the financial position of your Company
which have occurred between the end of the financial
year 2024-25 and the date of this report.
i) Disclosure pursuant to section 197(14) of
the companies act, 2013, and rules made
thereunder:Neither the Managing Director or
Whole-Time Director of the Company received
any remuneration or commission from any of its
subsidiaries.
j) Compliances of Secretarial Standards: The
Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of
India on Meetings of the Board of Directors and
General Meetings;
k) Technology and Quality:Your Company is
committed to deliver highest quality of products
by continuous improvement in terms of product
quality and achieving customer satisfaction and
delight.Your Company has already obtained various
Quality and Product Safety certifications such as
the internationally recognized ISO 9001:2015
certificate, ISO 22000:2018 certificate, HACCP
Certification (Hazard Analysis and Critical Control
Point) Based upon Codex Aiimentarius General
Principles of Food Hygiene CXC1-1969 (2020) and
Food Safety System Certification FSSC 22000 for
its plants located at Aligarh, Agra, Punjab, Unnao,
Haryana and Prabhani.
l) Code of Conduct: Pursuant to Regulation 17(5)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
formulated and adopted a comprehensive Code of
Conduct for its Directors and Senior Management
Personnel, which incorporates the duties and
responsibilities of Directors as prescribed under
the Companies Act, 2013.
The Code serves as a cornerstone of the
Company’s governance framework and reflects
its commitment to the highest standards of
ethical conduct, integrity, and compliance with all
applicable laws, rules, and regulations. It provides
guidance on professional conduct, accountability,
conflict of interest, fair dealing, and responsible
decision-making aligned with the Companys core
values.
All Board Members and Senior Management
Personnel have affirmed compliance with the Code
of Conduct for the financial year under review, and
an annual declaration to this effect has been received
from all concerned.
The detailed Code of Conduct is available on
the Companys website and can be accessed at:
https://hmagroup.co/corporate-governance/?tab=2366.
m) The Company has not issued any debentures during
the financial year 2024-2025.
n) Statement of Deviation(s) or Variation(s):During
the year under review, there was no instance to
report containing statement of deviation(s) or
variation(s) as per regulation 32 of SEBI (LODR),
Regulations.
o) SEBI complaints redress system (SCORES):The
investor complaints are processed in a centralized
web-based complaints redress system. The salient
features of this system are a centralized database of
all complaints, online upload of Action.
p) Credit Rating:
Your Company has been awarded a credit rating
of CARE A2+ for its short-term bank facilities
(Export Packing Credit) by CARE Ratings Limited.
This rating indicates a strong degree of safety with
respect to timely servicing of financial obligations
and reflects a low credit risk.
The credit rating was earlier assigned by CRISIL
Ratings Limited, which reaffirmed a long-term
credit rating of CRISIL A- (Reaffirmed) in the
previous year. However, during the year under
review, the Company transitioned from a long-term
credit facility to a short-term facility structure.
Accordingly, a short-term rating of CARE A2+ has
now been assigned by CARE Ratings Limited.
This change in rating agency and instrument
classification (from long-term to short-term) was
aligned with the Companys current borrowing
structure, which now predominantly consists of
short-term credit facilities, particularly Export
Packing Credit extended by banks. The change also
reflects the Company’s robust short-term liquidity
position, timely debt servicing record, and the
strategic decision to optimise capital structure in
line with operational requirements.
The rating further continues to reflect the
established market position, strong financial
discipline, and healthy financial risk profile of the
Company. These strengths are partially moderated
by low operating profitability in a competitive
export-driven sector.
The following credit rating has been obtained by
the Company:
Facilities |
Rating |
Rating Action |
Short-term Bank Facil- |
CARE A2+ |
Assigned |
Issuers with a CARE A2+ rating are considered to
have an adequate degree of safety regarding timely
servicing of debt obligations. Debt exposures to such
issuers carry low credit risk.
The Companys commitment to maintaining financial
discipline and prudent capital management practices
is well reflected in the credit rating assigned.
q) Since the Company is a listed Company, the company
has complied with necessary provisions to the extent
applicable to the Company.
68. OTHER REPORTS FORMING PART OF BOARDS
REPORT
The following reports forming part of the Boards Report
are enclosed:
? Management Discussion and Analysis (MDA) Report
? Secretarial Audit Report of HMA Agro Industries
Limited & its Material Subsidiaries
? Corporate Social Responsibility (CSR) Report
? Corporate Governance Report
? Business Responsibility and Sustainability Report
(BRSR)
69. GREEN INITIATIVE IN CORPORATE GOVERNANCE
In support of the "Green Initiative" launched by the
Ministry of Corporate Affairs (MCA) and in compliance
with the applicable circulars issued by the MCA and
the Securities and Exchange Board of India (SEBI), the
Company has opted to send the Annual Report for the
financial year 2024-25 and the Notice convening the
Annual General Meeting (AGM) electronically to those
shareholders whose email addresses are registered with
their Depository Participants or with the Companys
Registrar and Share Transfer Agent.
Pursuant to various MCA Circulars (including Circular No.
09/2024 dated September 19, 2024 and earlier circulars
issued in this regard) and SEBI Circular No. SEBI/HO/
CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03,
2024, companies have been permitted to dispense with
the physical printing and dispatch of Annual Reports.
Accordingly, no physical copies of the Annual Report will
be sent to shareholders for this financial year.
Shareholders are requested to ensure that their email
addresses are updated with their respective Depository
Participants to facilitate the timely receipt of all
communications, including the Annual Report and Notice
of the Annual General Meeting. This will enable the
Company to send documents electronically in compliance
with the Green Initiative and applicable regulatory
provisions.
This initiative not only supports the Government s drive
towards a paperless economy but also enables prompt
and efficient communication with shareholders.
70. RIGHTS OF MEMBERS
At HMA Agro Industries Limited, we recognize that
shareholders are the cornerstone of our corporate
governance framework. The Company ensures that all
Members are empowered to exercise their rights in a
transparent, informed, and equitable manner. Key rights
of our shareholders include:
? Right to Meaningful Participation: Members have
the right to participate in decisions that influence the
Company’s direction, particularly those relating to
fundamental changes such as mergers, acquisitions
or amendments to the charter documents.
? Right to Vote and Influence Governance:
Shareholders are entitled to vote on key matters at
General Meetings, including the appointment and
reappointment of Directors, approval of audited
financial statements, declaration of dividends and
other strategic resolutions.
? Access to Transparent Information: Members
are provided with timely and adequate information
on matters to be discussed at General Meetings,
including detailed notices, explanatory statements,
and financial disclosures, enabling them to make
informed decisions.
? Right to Question and Engage with the Board:
Shareholders have the opportunity to raise
questions and provide feedback directly to the Board
of Directors during General Meetings, fostering
transparency and accountability.
? Equal Treatment and Fair Practices: All Members,
including minority shareholders and institutional
investors, are treated equitably. Mechanisms are
in place to safeguard the interests of minority
shareholders against any oppressive conduct by
dominant shareholders.
? Right to Receive Entitlements: Upon declaration
and approval, Members are entitled to receive
dividends, bonus shares, rights issues, and other
benefits in a timely manner, in line with applicable
laws and Company policies.
? Inspection of Records: Shareholders may inspect
certain statutory registers, audited financial
statements, and minutes of General Meetings, subject
to the provisions of the Companies Act, 2013.
? Grievance Redressal Mechanism: The Company
has an established investor grievance redressal
system, supported by its Stakeholders Relationship
Committee and Registrar & Share Transfer Agent, to
resolve shareholder concerns efficiently and within
prescribed timelines.
? Right to Participate in Corporate Actions:
Shareholders have a say in important corporate
matters, such as changes in capital structure,
buybacks, or issuance of securities, as per regulatory
guidelines.
? Legal and Statutory Rights: All Members enjoy the
rights and protections conferred by the Companies
Act, SEBI Regulations, and other applicable legal
frameworks, which are updated and implemented
from time to time.
71. ENHANCING SHAREHOLDERS VALUE
Enhancing shareholder value remains central to HMAs
business philosophy and long-term strategy. As one of
Indias foremost exporters of frozen buffalo meat, the
Company is committed to delivering consistent growth
and superior financial performance through strategic
expansion, operational excellence, and innovation in
product development.
The Company continuously explores new markets while
strengthening its presence in existing geographies,
ensuring sustainable growth through diversification
across product categories such as seafood, pet food,
basmati rice, fruits & vegetables, and leather. Our focus on
maintaining world-class quality standards and efficient
processing capabilities enables us to meet evolving global
demand while maximizing returns for our shareholders.
Company firmly believes that building enduring value goes
hand in hand with responsible corporate conduct. Our
emphasis on sustainability ensures that our operations
not only create economic value but also contribute
positively to the communities where we operate. We
maintain open and transparent communication with our
investors, which helps align our strategic goals with their
expectations and builds long-term trust.
By proactively adapting to changing market trends,
responding to customer needs, and incorporating
stakeholder feedback, the Company is creating a robust
foundation for future growth. Our success in international
markets, built on a reputation for quality and reliability,
plays a critical role in delivering sustained shareholder
value.
Through continuous investments in infrastructure,
technology, and human capital, Company is enhancing
its competitiveness in the global meat export market.
The Companys strong commercial and marketing
frameworks allow us to anticipate and respond effectively
to customer requirements which helps us to stay ahead in
a dynamic global industry.
We are proud of the strong relationships we have built
with our shareholders, based on a deep understanding of
their aspirations and a shared commitment to long-term
value creation. Companys holistic approach to growth—
economic, social, and environmental—ensures that our
actions benefit all stakeholders while reinforcing our
position as a resilient and future-ready organization.
72. CAUTIONARY STATEMENT
The Annual Report including those which relate to
the Directors Report, Management Discussion and
Analysis Report may contain certain statements on the
Companys intent expectations or forecasts that appear
to be forward-looking within the meaning of applicable
securities laws and regulations while actual outcomes
may differ materially from what is expressed herein.
The Company bears no obligations to update any such
forward looking statement. Some of the factors that could
affect the Companys performance could be the demand
and supply for Companys product and services, changes
in Government regulations, tax laws, forex volatility etc.
APPRECIATION
The Board of Directors places on record its sincere
appreciation for the continued co-operation and
support extended to the Company by the Bombay Stock
Exchange (BSE) and National Stock Exchange of India
Limited (NSE), the Securities and Exchange Board of
India (SEBI), the Statutory Auditors, Internal Auditors,
Legal Advisors, Consultants, and all other intermediary
service providers and investors who have consistently
supported the Company in its operations and governance.
The Board also gratefully acknowledges the assistance
and encouragement received from various Central,
State, and Local Government authorities, Regulatory
Bodies, Bankers, and Members of the Company,
whose continued support has been instrumental in the
Company’s sustained performance.
The Directors take this opportunity to express their
deep appreciation for the commitment, hard work, and
dedication exhibited by all employees across levels,
whose efforts have been pivotal in driving the Companys
growth and progress during the year under review.
The Annual Report, including the Boards Report and
the Management Discussion and Analysis Report,
may contain certain statements that are forward-looking
in nature, within the meaning of applicable securities
laws and regulations. These statements represent the
Company’s current expectations, intentions, or forecasts
and are based on certain assumptions and expectations
of future events.
However, actual results may differ materially from
those expressed or implied in such forward-looking
statements. Various factors could impact the Companys
operations and performance, including but not limited
to changes in market demand and supply conditions,
regulatory and policy changes, foreign exchange
rate fluctuations, and modifications in tax laws or
government regulations.
The Company undertakes no obligation to publicly revise
or update any forward-looking statements, whether as
a result of new information, future developments, or
otherwise.
For and on Behalf of the Board of Directors |
HMA Agro Industries Limited |
Mohammad Mehmood Qureshi |
Gulzar Ahmad |
Managing Director |
Whole Time Director |
DIN:02839611 |
DIN: 01312305 |
Place: New Delhi |
Date: August 4, 2025 |
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