Directors Report of HMA Agro Industries Ltd.

Mar 31, 2025

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

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
Company's 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:

Particulars	Standalone		Consolidated
	Current Year March 31, 2025	Previous Year March 31, 2024	Current Year March 31, 2025	Previous Year March 31, 2024
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)	Â		Â
Basic (in ')	1.20	2.24	1.75	2.03
Diluted (in ')	1.20	2.24	1.75	2.03

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 Company's 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 [email protected] or to the Company's Registrar
and Share Transfer Agent (RTA) at their email ID
[email protected] 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 Company's 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 per Equi¬ ty Share (?) *	Date of Dec¬ laration	Due Date for Trans¬ fer to IEPF	Amount (?) (Unpaid as on March 31, 2025)
2022-2023	0.30 paisa	September 22, 2023	October 27, 2030	'1,97,019.00
2023-2024	0.30 paisa	September 28, 2024	November 2, 2031	'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. COMPANY'S 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 Company's 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 India's 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 partner's entity with which the Company has
entered Facility Agreement during the FY are as follows:

Partner Entity	Location	Nature of Collaboration
A L M Food Products Ltd.	Punjab	Processing, freezing, storage
A L M Industries Ltd.	Saharanpur, U.P.	Processing, freezing, storage
Al Raiyan Export	Maharashtra	Processing, freezing, storage

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 Company's 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 Company's 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
Company's 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 Hon'ble 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
Company's 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 HMA's
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 India's 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 Company's 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 Limited's 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
Company's 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
Company's 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/-
(70,00,00,000) Equity Shares of	Â
'1* each)	Â
Issued, subscribed and paid-up share	50,07,69,770/-
capital(50,07,69,770) Equity Shares of'1*each)	Â

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 Company's 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 (in Millions)
(A)	INVESTMENT IN EQUITY SHARES	Â	Â
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
Â	Total(A)		1974.47
(B)	INVESTMENTS IN PARTNERSHIP FIRMS/LLPs		Â
9.	Cap. Inv. International Agro Foods Export		29.83
10.	Indus Farmers Food Co. LLP		30.24
Â
11.	Reliable Agro Foods	The said conversion wa	s affected at a price ofj'207/-
Â	Total (B)	per equity share (face v	'alue of '10/- each, inj14d3Bg
Â	Total (A+B)	a premium of '197/-	per share), resulti21 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
Company's 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
Company’s 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
Company's 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 PROMOTER'S 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 Company's 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 Company's
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
Board's 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 Company's 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 Company's 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

During the year under review, the Independent
Directors were provided with various presentations
covering the Company's performance, strategic
initiatives, market dynamics, and risk landscape,
thus equipping them to contribute effectively to
the Board's 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
Company's 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 Company's
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

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 17^th 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. No	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 Secretary & Compliance Officer
4	Mr. Parvez Alam	Head- Operations
5	Mr. Vishwambharan Parmeshwaran	Admin and Legal Head
6	Mohammad Kamil Qureshi	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. NO.	NAME OF DIRECTORS	DESIGNATION
1	Mr. Gulzar Ahmad	Chairman cum Whole time Director
2	Mr. Gulzeb Ahmed	Whole Time Director
3	Mohammad Mehmood Qureshi	Managing Director
4	Mr. Gaurav Rajendra Luthra	Non-Executive Independent Director
5	Ms. Bhumika Parwani*	Non-Executive Independent Director
6	Mr. Abhishek Sharma	Non-Executive Independent Director
7	Mr. Gulzeb Ahmed	Chief Financial Officer
8	Mr. Nikhil Sundrani	Company Secretary & Compliance Officer

*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 BOARD'S
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 Board's 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
organization's 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 organization's 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 committee's
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 Company's 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

Rpnnrt

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 Company's 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 Company's/ 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 Company's 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. No.	Name of the Company	Whether Subsidiary/Wholly owned Subsidiary/ Associates
1	FNS Agro Foods Limited	Wholly Owned Subsidiary
2	HMA Natural Foods Private Limited	Subsidiary
3	HMA Food Export Private Limited	Wholly Owned Subsidiary
4	Swastik Bone and Gelatines Private Limited	Wholly Owned Subsidiary
5	United Farm Products Private Limited	Wholly Owned Subsidiary
6	Laal Agro Food Private Limited	Wholly Owned Subsidiary
7	JFF Exports Private Limited	Wholly Owned Subsidiary

8	Federal Agro Industries Private Limited	Subsidiary
9	Indus Farmers Food Co.	LLP having
Â	LLP	Substantial Interest
10	Reliable Agro Foods	Partnership Firm having substantial Interest
11	International Agro Food Exports	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 Company's suhsidiaries
and associate company in Form AOC-1 is attached as
Annexure-C and forms an integral part of the Board's
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 Company's 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 Company's 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 Company's 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 Board's 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 Secretary's 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 arm's 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 Company's 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
Company's 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 Company's 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 Company's 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 Company's 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 Company's 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

 

Company's 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 Company's 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 Company's 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 Company's commitment to
maintaining a robust food safety management
system throughout its supply chain.

?    ISO 9001:2015 - Quality Management System:

Reinforces the Company's focus on consistent
quality assurance and customer satisfaction through
continual improvement.

?    FSSC 22000 - Food Safety System Certification:

A globally recognized certification scheme,
confirming the Company's compliance with food
safety and quality requirements.

?    ISO 45001:2018 - Occupational Health & Safety
Management System:

Highlights the Company's commitment to ensuring
a safe and healthy workplace for all employees and
stakeholders.

?    ISO 14001:2015 - Environmental Management
System:

Reflects the Company's 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    Company's

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
Company's 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 COMPANY'S
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 Company's 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 Company's    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
Company's 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 Company's
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 Company's 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 Company's 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 Company's website
within five working days from the conclusion of the
respective call.

59. DEPSOITORY SERVICES

The Company's 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
Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's 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
ities (Export Packing	Â	Â
Credit)	Â	Â

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 Company's 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 BOARD'S
REPORT

The following reports forming part of the Board's 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 Company's
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 HMA's
business philosophy and long-term strategy. As one of
India's 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 Company's 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. Company's 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
Company's 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 Company's performance could be the demand
and supply for Company's 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 Company's
growth and progress during the year under review.

The Annual Report, including the Board's 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 Company's
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

Place: New Delhi    Managing Director    Whole Time Director

Date: August 4, 2025    DIN:02839611    DIN: 01312305

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Mar 31, 2024

Your directors have pleasure in presenting the Sixteenth (16^th) Annual Report (Post Listing) of the Company, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024 (FY2024).

This being the first Annual Report after the Initial Public Offer (IPO) and listing of the equity shares on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) (BSE and NSE hereinafter collectively referred to as “Stock Exchanges”), the Board welcomes all the public shareholders and looks forward to your faith and support in future journey with us.

WORKING HIGHLIGHTS:

The Company is mainly engaged in the business of Slaughtering, processing & rendering of meat and meat products, edible consumable products, developing forest crops, natural products, agricultural, plantation and horticultural crops. The Directors are very pleased to inform you that company has received tremendous response and the same is expected to progress in future.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Company’s Financial Performance for the financial year ended on 31^st March, 2024 under review along with previous year figures are given hereunder:

Summary of Financial Statements (Standalone and Consolidated)

(Amount in t Million)

Particulars	Standalone		Consolidated
	Current Year 31.03.2024 (Amount in '' Million)	Previous Year 31.03.2023 (Amount in Rs. Million)	Current Year 31.03.2024 (Amount in '' Million)	Previous Year 31.03.2023 (Amount in '' Million)
Revenue from operations including other	47061.99	31,716.29	48619.72	32,560.91
income
Less: Expenditure	45596.68	29,879.23	47288.15	30,825.38
Profit /(Loss) Before Tax	1465.31	1,837.06	1331.57	1,735.53
Less: Tax Expenses
Current Tax	345.11	485.41	398.78	521.13
Deferred Tax	13.28	(21.56)	(73.05)	-20.26
Tax expense related to prior years	-	-	-	-
Profit/(Loss) After Tax	1106.92	1,373.21	1005.84	1,234.66
Balance carried to Balance Sheet	1106.92	1,373.21	1005.84	1,234.66

2. REVIEW OF OPERATIONS:

The company has achieved a remarkable increase in revenue, demonstrating robust growth and resilience despite of challenging market conditions.

Performance at Standalone Level

The Standalone total income for the Financial Year ended 31st March, 2024 stood at t47061.99 Million as against the corresponding figures of previous Financial Year which stood at t 31716.29 Million representing growth of 48.38%. The Consolidated total income for the Financial Year ended 31st March, 2024 stood at t 48619.72 Million as against the corresponding figures of previous Financial Year which stood at t 32,560.91 Million representing growth of 49.32%.

For the financial year ending on March 31, 2024, HMA Agro Industries Ltd. reported a standalone profit before tax of t1,465.31 million. This reflects a decrease of20.24% compared

to the previous year’s profit before tax of t1,837.06 million. The reduction in profit margin was primarily attributed to the increased cost of raw materials and the negative impact of the Red Sea crisis. Adverse climatic conditions drove up raw material prices, while the Red Sea crisis led to a fourfold increase in freight charges.

Performance at Consolidated Level

For the financial year ending on March 31, 2024, the consolidated profit before tax stood at t1,331.57 million, reflecting a 23.28% decline from the previous year’s figure of 11,735.53 million. Similar to the standalone results, the consolidated profit margin was impacted by rising raw material costs and the ongoing Red Sea crisis. Adverse climatic conditions contributed to the increase in raw material prices, while the Red Sea crisis resulted in a fourfold increase in freight charges.

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Profit Margin Analysis:

Despite the impressive revenue growth, the company experienced a decline in profit margins. This downturn is attributed to the increased domestic prices of raw materials, fluctuating raw material costs and varying demand and the impact of the Red Sea crisis.

Adverse climate condition made raw material expensive and red sea crisis increased the freight charges upto 4 times.

Despite of above-mentioned challenges Company has displayed remarkable resilience and adaptability. However, the management remains optimistic about the future and anticipates an improvement in profit margins as international conditions stabilize. The Company is actively preparing for global market expansion, with a strong emphasis on entering the markets of Europe and West Africa & some parts of south east asia and some parts of south east asia.

Business Development:

In a significant stride towards expanding our operational capabilities and enhancing our market position, HMA Agro Industries Ltd. has established a new state-of-the-art processing plant in District Nuh, Mewat, Haryana, through our subsidiary, United Farm Product Private Limited. This facility, boasting the highest processing capacity in Asia, is equipped with cutting-edge automated machinery designed to minimize human intervention, thereby ensuring superior efficiency, hygiene, and product quality. The new facility not only processes buffalo meat but also includes provisions for sheep and goat processing, allowing us to diversify our product offerings and cater to a broader global customer base. This strategic expansion has opened new international markets and strengthened our foothold in existing ones. This development underscores our commitment to leveraging advanced technology to meet the growing demand for high-quality meat products.

Further, our strategic expansion efforts have extended our international presence across various countries, reinforcing our footprint in the global market. This expansion not only diversifies our revenue streams but also enhances our brand recognition and competitive edge on an international scale.

Further the company is focusing to enter new market like Turkey, Thailand, Phillipines which will increase revenue around 10 to 20%.

In addition to growing our global presence, we have made substantial progress in the B2B space. Our focused efforts on strengthening relationships with key business partners and stakeholders have yielded positive results, drove growth and opening new avenues for collaboration. These developments

reflect our continuous endeavor to adapt to market dynamics and seize emerging opportunities, solidifying our leadership in the meat processing and export industry. These efforts underscore our dedication to sustainable growth and our vision of becoming a leading global meat exporter.

Future Targets

Looking ahead, we have set an ambitious target to achieve a revenue of USD 1 billion by 2027, with efforts underway to reach this milestone even sooner. Reflecting our robust growth trajectory, during our initial public offering (IPO), we assured stakeholders that our revenue for the year 2024 would reach ?4,000 crore. We are proud to announce that we have achieved this target ahead of schedule, positioning us as one of the largest food organizations in the industry and capital market.

Furthermore, we are in the process of obtaining the prestigious Five Star Export House certification, one of the highest ratings for export organizations. This recognition will underscore our commitment to excellence and further enhance our reputation in the global market. As we continue to expand and innovate, we remain dedicated to delivering high-quality products and exceptional value to our customers worldwide.

FUTURE PROSPECTS Global Food Safety Concerns

With food safety becoming a paramount concern for countries worldwide, particularly as 70% of the global population depends on red meat, there is a growing demand for reliable and safe meat products. As nations like Brazil, the United States, and Europe face significant challenges in production due to rising operational costs, India is uniquely positioned to step up and meet this global demand. HMA Agro Industries Ltd. recognizes this opportunity and is prepared to leverage India’s strategic advantage in the global meat market.

Opportunities for Expansion in India

India’s potential for growth in the meat export industry is bolstered by the increasing availability of raw materials and the country’s ability to meet the rising global demand. As the world’s population continues to grow, so does the need for high-quality meat products. India is well-prepared to serve future demands from exporting countries, making it a critical player in the international meat market.

China’s Market Potential

China, the world’s most populous country, is the largest consumer of food globally, with a current import requirement of approximately 3 million metric tonnes of meat per year. Indian meat products have a significant opportunity to enter and expand in the Chinese market, potentially doubling the total meat demand. HMA Agro Industries Ltd. is strategically positioned to capitalize on this enormous market potential and meet the growing demand in China.

Readiness to Face Global Challenges

As the global meat industry encounters challenges such as rising operational costs and stringent food safety regulations, HMA Agro Industries Ltd. is prepared to address these issues head-on. By leveraging India’s growing raw material availability and expanding market access, the company is well-equipped to sustain its growth and enhance its position in the global meat export industry.

i. TRANSFER TO RESERVES:

The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fuelling the growth plans by reinvesting the earnings, the Company has decided to transfer its profit for the year to the surplus of the profit & loss account..

L DIVIDEND:

The Board of Directors of the Company, in their meeting held on Friday August 30, 2024 had recommended a Final Dividend of 0.30/-(Thirty paise only) (i.e., 30%) per Equity Share of 1/- (Rupees One) each fully paid-up share of the Company, for the Financial Year 2023-24.

The Final dividend, if approved at the 16^th Annual General Meeting (AGM), will be paid to all eligible members within thirty days from the conclusion of the ensuing Annual General Meeting of members of the Company.

Dividend Distribution Policy

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy (“the Policy”) adopted in pursuance to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). The Policy contains broad parameters and factors while recommending/declaring dividend(s) by the Board of Directors. The Policy is available on the Company’s website at https://www.hmagroup.co/wp-content/uploads/2023/07/3.-Dividend-Distribution-Policy.pdf

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the

Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

5. STATE OF AFFAIRS AND MATERIAL EVENTS

HMA Group is one of the largest manufacturer and exporter of Frozen Boneless Buffalo meat, Seafood, Pet Food, Rice, and Finished leather from India with export volume worth of approximately USD 0.5 billion and Recognised as Star Export house in this Segment by the Government of India.

It’s our Generation created business having experience of more than 6 decades in this field. HMA Group has its presence in 5 Indian states e.g., Uttar Pradesh, Punjab, Haryana, Rajasthan and Maharashtra with 8 facilities.

We religiously follow all international and national quality, hygiene, and manufacturing practices desired by the Food Industry e.g., ISO standards (ISO 9001, ISO 14001, ISO 45001, ISO 22000), HACCP, FSSC 22000 V5.1, BRC, GMP, GHP and all legal compliances with respect to Environment, Factories, Food Safety, and Export. Our sincere dedication towards environment has been appreciated by Ministry of Environment as in last one-decade HMA Group has planted almost 4 lac plants across India and also pledged to plant more than one lac plants by 2023. In export front, we export our quality products to more than 49 nations in 5 continents under the aegis of HMA Agro Industries Limited.

Our most loved brands by the esteemed customers are Black Gold, Kamil, and HMA. We generate employment to more than 25000 task forces by direct and indirect mode of employment. HMA Group has also diversified its business in the field of export of Pet Food by the brand name of Darling pets, Fish, Vegetables and Fruits export under the identity of Fresh Gold, and coming up Rice business by the name of Green Gold. HMA Group is always vigilant to explore all available avenues to sense the scope of concrete diversification.

HMA group had set a target to facilitate export revenues USD 1 billion. As India’s promising consumer ecosystem has bolstered its attraction to as a emerging consumer market, HMA group played a balancing act in frozen food segment and attracted forex worth USD 0.5 billion with immense zeal and pleasure to present brand India on global map.

“HMA Group has become a food supply partner for its client in more than 50 countries and counting.”

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report Management Discussion and Analysis of financial performance

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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 Listing Regulations”), giving detailed analysis of the overall industry structure, economic developments, performance and state of affairs of your Company’s business and material developments during the financial year 2023-24 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.

The Company continued to be engaged in the same business during the financial year 2023-24. There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

7. MATERIAL EVENTS DURING THE FINANCIAL YEAR 2023-2024

i) Listing of Shares at Bombay Stock exchange and National Stock Exchange of India Limited

We are pleased to inform our stakeholders that the equity shares of HMA Agro Industries Ltd. have been successfully listed on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) with effect from 4th July 2023. This significant milestone was achieved following a rigorous application process to both BSE and NSE, culminating in the listing under the BSE Scrip code 543929 and NSE symbol “HMAAGRO.”

The listing of our equity shares on these premier stock exchanges marks a pivotal moment in our company’s journey, enhancing our visibility and providing greater access to capital markets. This strategic move is expected to increase liquidity for our shareholders and attract a broader investor base, thereby contributing to the overall growth and stability of HMA Agro Industries Ltd.

The IPO witnessed strong participation from leading domestic and global institutional investors, NRIs, HNIs, and retail investors, which the Board acknowledges with gratitude. The Board also expresses their appreciation for the support received from regulatory authorities, BRLMs, Stock Exchanges, Depositories, legal counsels,

consultants, auditors, and the employees of the Company, contributing to the resounding success of its maiden IPO. Listing and trading approvals were obtained from BSE and NSE on July 05, 2023 and July 03, 2023 respectively with the equity shares officially listed on both Stock Exchanges on July 04, 2023.

We extend our gratitude to all stakeholders for their continued support and trust, which has been instrumental in achieving this important milestone.

Your Company has paid the listing fees for the Financial Year 2023-24 to BSE and NSE. Listing of equity shares on BSE & NSE provided an additional platform to the investing community and other stakeholders at large to access all disclosures/ announcements made by your Company from time to time.

ii) Initial Public Offering

The Board of Directors of your company had approved the proposal of the initial public issue of shares (“Equity Shares”) of up to t 3,300.00 million at their meeting held on October 22, 2021 and the same was approved by the shareholders at their extra-ordinary general meeting held on November 22, 2021

The Initial Public Offer of your Company, comprising fresh issue of 2,564,102 equity shares aggregating to 11,500.00 million and offer for sale of 5,641,025 equity shares aggregating to ?3,300 million opened for subscription (on June 19, 2023, closed on June 19, 2023, for anchor investors) on June 20, 2023, and closed on June 23, 2023. The Issue Price for the equity shares of ?10 each was fixed at ?585 per equity share pursuant to a resolution passed by the Board on May 26, 2023.

Paid up share capital of the company increased as the Company got listed on National Stock Exchange and bombay Stock Exchange on 04.07.2023 with Fresh issue of 2,564,102 (Twenty Five Lakhs Sixty Four Thousand One Hundred and Two ) equity shares and offer for sale of 5,641,025 equity shares which opened for subscription on for Anchor Investor on June 19,2023 and closed on June 19,2023 and for Public opened on June 20,2023 and closed on June 23,2023 wherein 82,05,127 Equity Shares, be and hereby issued to respective bidders .

Your Company completed its IPO successfully with the issue subscribed fully. The Board is gratified and humbled by the faith shown in the Company by its members.

Your Company received listing and trading approvals from BSE and NSE on July 4, 2023. The Equity Shares

were listed on the Stock Exchanges on July 4, 2023.

iii) Split/Sub-Division of Equity Shares

During the period under review, the Board of Directors of HMA Agro Industries Ltd. approved the sub-division/ split of the Company’s equity shares. This decision entailed the subdivision of 1 (one) equity share with a face value of ?10.00 (Rupees Ten only) each, fully paid-up, into 10 (ten) equity shares with a face value of ?1.00 (Rupee One only) each, fully paid-up.

This proposal was subsequently approved by the members through a resolution passed via postal ballot on 10th December 2023. The approval also included the necessary alteration in the existing Capital Clause of the Memorandum of Association (MOA) of the Company. Following the requisite approvals from the Stock Exchanges (BSE and NSE) and the depositories (NSDL and CDSL), a new ISIN (INE0ECP01024) was allotted to the Company.

The effect of this change in the face value of shares was reflected in the share price on both BSE and NSE, effective from 29th December 2023, which was designated as the record date for the sub-division/split of equity shares. As a result, the sub-division/split has made the equity shares more affordable, thereby encouraging broader investor participation.

This strategic move is expected to enhance liquidity and increase the accessibility of our shares to a larger investor base, supporting the overall growth and marketability of HMA Agro Industries Ltd.

Advantages of Sub-division/Split:

1. Improvement in Liquidity: The subdivision will enhance the liquidity of the Company’s shares.

2. Increased Participation: Smaller/retail investors will be able to participate in the market.

3. Affordability: Shares will become more affordable to the public at large.

4. Intact Market Capitalisation: The market capitalisation of the Company will remain unchanged.

This material event is being communicated in compliance with regulatory requirements and to ensure transparency with our esteemed shareholders.

8. PARTICULARS REQUIRED AS PER SECTION 134 OF THE COMPANIES ACT, 2013

As per Section 134 of the Companies Act, 2013 (the ‘Act), your Company has provided the Consolidated Financial

Statements as of March 31, 2024. Your directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. The financial statements are available for inspection during business hours at the Registered Office of your Company and the offices of the respective subsidiary companies. A statement showing the financial highlights of the subsidiary companies is enclosed to the Consolidated Financial Statements.

The Annual Report of your Company does not contain full financial statements of the subsidiary companies; however, your Company will make available the audited annual accounts and related information of the subsidiary companies electronically in line with the Ministry of Corporate Affairs’(MCA) Circular dated May 5, 2020, and its extensions from time to time upon written request by any Member of your Company.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (“the Act”) read with Indian Accounting Standard Ind AS 110 on Consolidated Financial Statements and Ind AS 28 on Financial Reporting of Interests in Subsidiaries and Joint Ventures, the audited annual consolidated financial statements are presented along with the audited accounts of the Company and is part of the Annual Report of the Company.

Your directors’ have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 read with rule 6 of the Companies (Accounts) Rule, 2014 and prepared in accordance with the relevant applicable accounting standards as per the Companies (Indian Accounting Standard) Rules, 2015.

The auditors’ report on Consolidated financial statements does not contain any qualification, observation or adverse comment. Your Company’s Board of Directors is responsible for the preparation of the consolidated financial statements of your Company and its Subsidiary (‘the Group’), in terms of the requirements of the Companies Act, 2013 (the Act) and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act.

The respective Boards of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Such financial statements have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforestated.

The Financial Statements of the Company prepared on standalone and consolidated basis including all other documents required to be attached thereto and Financial Statements of the subsidiary company are placed on the Company’s website at www.hmagroup.co Any member desirous of obtaining a copy of these documents may write to the Company Secretary in terms of Section 136 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 read with the Indian Accounting Standards (Ind AS), the Consolidated Financial Statements of the Company and its subsidiaries for the financial year 2023-24 have been prepared and form part of the Annual Report.

10. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

11. 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.

12. SHARE CAPITAL AND CAPITAL STRUCTURE: Particulars of the Share Capital of the Company as on March 31, 2024

Particulars	Amount (Rs)
Authorized share capital (70,00,00,000) Equity Shares of ?1* each)	70,00,00,000
Issued, subscribed and paid-up share capital (500769770) Equity Shares of ?1* each)	50,07,69,770

*Note: The equity shares were subdivided from a denomination of Rs. 10/- (Rupees ten only) each to a denomination of Re. 1/- (Rupee One only) each, fully paid-up, ranking pari-passu with each other in all respects. This change was taken effect from 29^th December, 2023 a date fixed by the Board as the Record Date (“Record Date”).

Changes in the capital structure of your Company during the year

1. The Company has issued and allotted 8,20,5,127 equity shares of t10 each at a premium of t575/- per share thereby raising t 3,300 million through an IPO on June 28, 2023. The Company has taken necessary approvals of the Board and Shareholders.

Note: The Paid-up Equity Share Capital of the Company increased from Rs.47,51,28,750 (Rupees Forty Seven Crore Fifty One Lakhs Twenty Eight Thousand Seven Hundred Fifty Only) divided into 4,75,12,875 (Four Crore Seventy Five Lakhs Twelve Thousand Eight Hundred Seventy Five) equity shares of Rs.10/- (Rupees Ten Only) each to Rs.500,769,770 /- (Rupees Fifty Crore and Seven Lakhs Sixty Nine Thousand Seven Hundred and Seventy only) divided into 500,769,77 (Five Crore Seventy Six Thousand Nine Hundred and Seventy Seven only) by way of Initial Public Offering (IPO) of82,05,127 (Eighty Two lakhs Five Thousand One Hundred and Twenty Seven ) equity shares of Rs. 10/-( Rupees Ten Only) consisting of Fresh issue of 2,564,102 (Twenty-Five Lakhs Sixty-Four Thousand One Hundred and Two) equity shares and offer for sale of 5,641,025 (Fifty-Six Lakhs Forty-One Thousand and Twenty-Five) equity shares.

2. The Board of Directors of your Company, at its meeting held on Wednesday, November 08, 2023, approved a proposal for Sub-Division / Split of 1 (One) Equity Share of INR 10/- (INR Ten Only) each into 10 (Ten) Equity Shares of INR 1/- (INR One Only) each and the consequent amendment to the Memorandum of Association of the Company which was approved by the Members of the Company through Postal Ballot on December 10, 2023.

3. Details of Utilization of funds raised through IPO is provided as Annexure A.

13. DEPOSITS PROM PUBLIC:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under, and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet. As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no noncompliance with any of the provisions of chapter V of the Companies Act, 2013

During the year 2023-24, Company has filed for DPT-3 in compliance of the Companies Act, 2013.

14. CORPORATE SOCIAL RESPONSIBILITY:

As an integral part of our commitment to good corporate citizenship, your Company strongly believes in adopting steps to improve the quality of life of the people in the communities

around us. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution towards achieving long-term stakeholder value creation.

Your Company believes in giving back to society in a measure that is proportionate to its success in business. HMA Agro Industries Limited CSR Activities are implemented through different implementing agencies. The main objects of implementing agencies are in line with the activities mentioned in Schedule-VII of Corporate Social responsibility Rules 2014.

The objective ofthe Company is to take initiative on Corporate Social Responsibility (‘CSR’) to improve the quality of life of communities through long-term value creation for all stakeholders. The Company’s CSR policy provides guidelines to conduct CSR activities of the Company and the same is available on the website of the Company at https://www. hmagroup.co.

During the financial year 2023-24, HMA Agro Industries Limited demonstrated its commitment to social welfare and environmental sustainability through various impactful CSR initiatives. A total of approximately ?30.70 million was allocated towards these activities.

In the sphere of education, the company provided financial support to underprivileged children, enabling them to access quality education. The funds were directly transferred to the respective schools and colleges, ensuring that the financial assistance reached those in need.

In alignment with our environmental sustainability goals, HMA Agro Industries Limited observed World Environment Day on 5th June 2023 by planting over 5,000 trees, contributing significantly to the enhancement of environmental sustainability.

Additionally, through implementing agencies, as outlined in our CSR-2 report, the company extended its support to various vulnerable groups, including financially disadvantaged children, persons with disabilities, and the visually impaired. This support included the provision of monthly rations, educational assistance, and various other forms of aid aimed at benefiting underprivileged families.

Our CSR efforts were further expanded to cover healthcare, nutrition, livelihood enhancement, women empowerment, youth development, rural development, community awareness, and social research. These projects were implemented across multiple regions, including Agra, New Delhi, Mumbai, and Gujarat, thereby positively impacting the lives of many individuals and communities.

As per section 135(2), the Boards report shall disclose the composition of CSR committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company along with the initiative taken by it are set out in “Annexure B” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of the CSR Committee can be found in the report on Corporate Governance, which forms a part of this report. The CSR Policy of the Company can be accessed at the Company’s website. The weblink for the same is https:// www.hmagroup.co/wp-content/uploads/2024/03/Policy-on-Corporate-Social-Responsibility.pdf

As the operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large.

15. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONS:

a. board of Directors

As part of our IPO preparations, it was essential to strengthen our board with independent voices to ensure unbiased decision-making, adherence to regulatory requirements, and accountability to our shareholders. The Independent directors bring a wealth of experience, diverse perspectives, and specialized expertise on the board that complement our existing board composition.

The Board of the Company is duly constituted. As on March 31, 2024, your Company’s Board had six (6) directors comprising of Three Executive Directors, Three Non-Executive Independent Directors including a woman 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 Company has a truly diverse Board that includes and makes good use of diversity in skills, regional and industry experience, background, race, gender, ethnicity, and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of skills, experience, independence and knowledge that the Board as a whole requires to be effective.

c. Independent Directors

(A) 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) they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence.

(B) 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 ofthe 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).

(C) Familiarization Programme for Independent Directors:

As a practice, all new Independent Directors inducted on the Company’ s Board attend an orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Company’s business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company. Visits to plant locations are organized for the new Directors to enable them to understand the business better.

The new Board Members are also acquainted to access the necessary documents/ brochures, Annual Reports and Policies available on the Company’s website www.hmagroup.co to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and its mitigation strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information, updates on major litigations, impact of regulatory changes on strategy, Regulation 17 to Regulation 24 under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent Directors.

Details of Familiarization Programme of Independent Directors as specified under Regulation 46 of the Listing Regulations in the areas of strategy/industry trends, operations & governance, Statutory Act, health, environment initiatives and safety are available on the website of the Company at www.hmagroup.co .

D) SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, A meeting of the Independent Directors was held on 30^th March, 2024 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company Management and the Board that

would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in the meeting. Further, the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

E. CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS

i. Appointments during the year i.e 2023-2024.

There is a change during the financial year in

the composition of the Board of Directors of the company: -

• Mohammad Mehmood Qureshi was

appointed as an Additional Executive

Director of the Company, effective

February 08, 2024.

• Abhishek Sharma was appointed as an

Additional Non-Executive Independent Director of the Company effective

October 24, 2023. Subsequently, his

appointment was regularized as a NonExecutive Independent Director, effective December 10, 2023, for a term of five consecutive years, commencing from October 24, 2023. He will not be subject to retirement by rotation during this term.

In the opinion of the Board, the Independent Directors appointed/re-appointed during 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.

ii. Directors who stepped down from the Board during the financial year 2023-24:

• Resignation of Amit Goyal from the position of Non-Executive Independent Director w.e.f 07^th September, 2023.

• Resignation of Wajid Ahmed from the post of Managing Director of the Company w.e.f February 01, 2024.

iii. Changes in Directors between the Date of The board Report and End of Financial Year:

Regularization/Change in Designation of Mohammad Mehmood Qureshi as Managing Director of the company w.e.f 03^rd May, 2024 for term of five consecutive years commencing from 03^rd May, 2024 liable to retire by rotation.

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, Mrs. Bhumika Parwani and Mr. Abhishek Sharma possess requisite integrity, expertise, experience and proficiency.

v. Retirement by Rotation & Subsequent ReAppointment:

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than two third of the total number of directors of a public Company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Mr. Gulzar Ahmad, Chairman and Whole-Time Director of the Company (DIN: 01312305), retires by rotation at the 16th Annual General Meeting, and being eligible, offers himself for re-appointment. The Board of Directors of your Company has recommended his re-appointment.

Director who seeking Appointment or reappointment, 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 16^th Annual General Meeting.

vi. Key Managerial Personnel as at the end of FY24

Following are the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section 2(51), and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as of March 31, 2024:

Sr. No	Name of the KMP	Designation
1	Mr. Gulzar	Whole-Time
	Ahmad	Director
2	Mr. Gulzeb	CFO and Whole-
	Ahmed	Time Director
3	Mr. Nikhil Sundrani	Company Secretary & Compliance Officer

vii. Changes in composition Key Managerial Personnel

The appointment of Key Managerial Personnel is mandatory as per Section 203 of the Companies Act, 2013 as the company fall in

the limits as prescribed under section 203 of Companies Act 2013 (“Act”).

During FY24, Mr. Wajid Ahmed resigned as Managing Director of the Company effective February 1, 2024, and Mr. Akhter Sayyed resigned as HR Head of the Company effective September 26, 2023.

The existing composition of the Company’s board is fully in conformity with the applicable provisions of the Act 2013 and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 having the following

S. NO.	NAME OF DIRECTOR	DESIGNATION	DIN/PAN
1	Mr. Gulzar Ahmad	Chairman cum Whole time Director	01312305
2	Mr. Gulzeb Ahmed	Whole Time Director	06546660
3	Mohammad Mehmood Qureshi	Additional Executive Director	02839611
4	Mr. Gaurav Rajendra Luthra	Non-Executive Independent Director	08023492
5	Mrs. Bhumika Parwani	Non-Executive Independent Director	09732792
6	Mr. Abhishek Sharma	Non-Executive Independent Director	06387076
7	Mr. Gulzeb Ahmed	Chief Financial Officer	AIIPA0593N
8	Mr. Nikhil Sundrani	Company Secretary & Compliance Officer	FVLPS2705B

The details about the composition of Board, KMP, SMP and the committees of the board can be found in the Report of Corporate Governance, which a form a part of this report.

16. BOARD EVALUATION AND ASSESSMENT

The Company believes that formal evaluation of the board and of individual directors on an annual basis is a potentially effective way to respond to the demand for greater board accountability and effectiveness.

For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness.

The parameters for performance evaluation of the Board include the Board structure, the Board’s role in governance, the dynamics and functioning of the Board, reporting, and internal control systems. Some of the performance indicators for the Committees include understanding the terms of reference, the effectiveness of discussions at the Committee meetings, the information provided to the Committee to discharge its duties, and the performance of the Committee vis-a-vis its responsibilities.

The performance of individual directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with

colleagues on the Board, ability to guide the Company in key matters, knowledge, and understanding of relevant areas, and responsibility towards stakeholders.

Your Board has in place a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaires covering various aspects of the functioning of the Board and its Committees. The detailed process in which annual evaluation of the performance of the Board and its Committees, Chairperson and individual Directors, including Independent Directors, is disclosed in the Corporate Governance Report which forms part of the Annual Report.

All the Directors were subject to self-evaluation and peer evaluation. In order to facilitate the same, the bo ard underto ok a formal board assessment and evaluation process during FY24. The Board evaluation cycle was completed internally, led by the Independent Chairman of the Nomination and Remuneration Committee (NRC).

17. FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS.:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, development of suitable strategies and business plans at appropriate time and its effectiveness; etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis ofthe criteria such as the composition of committees, effectiveness/conduct of committee meetings, process and procedures followed for discharging its functions etc.

The Board and the Nomination and Remuneration Committee (“RC”) reviewed the performance of the individual directors on the basis of the criteria such as developing and managing / executing business plans, operational plans, risk management, and financial affairs of the organization and the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role like demonstration of leadership qualities, managing relationship with the members of the Board and management etc.

The said criteria also contemplate evaluation of Directors based on their performance as directors apart from their specific role as independent, non-executive and executive directors as mentioned below:

a. Every director will be evaluated on discharging their duties and responsibilities as enshrined under various statutes and regulatory facet, participation in discussions and deliberations in achieving an optimum balance between the interest of company’s business and its stakeholders.

b. Executive Directors will also be evaluated based on targets / criteria given to Executive Directors by the Board from time to time in addition to their terms of appointment.

c. Independent Directors will also be evaluated on

discharging their obligations in connection with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions, and duties, specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013.

The criteria also specifies that the Board would evaluate each committee’s performance based on the mandate on which the committee has been constituted and the contributions made by each member of the said committee in effective discharge of the responsibilities.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and also assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, as and when their respective term expires.

18. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section 178(3) of the Act and the Listing Regulations, The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director (including Independent Directors) and other matters provided under Section 178(3) of the Companies Act, 2013, which has been displayed on the Company’s website www.hmagroup.co . The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance’ forming part of the Report and Accounts. The policy on the above can be accessed at website of company www.hmagroup.co

A. Criteria for making payments to Non-Executive Directors

Overall remuneration should reflect the size of the Company, complexity of the sector/industry/ company’s operations and the company’s capacity to pay the remuneration. Independent Directors (ID) and NonIndependent Non-Executive Directors (NED) may be paid commission within regulatory limits.

The Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for 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, individual contributions at the meetings and contributions made by Directors other than in meetings. The criteria of making payments to nonexecutive directors are also available on the website of the Company - https://www.hmagroup.co/wp-content/ uploads/2023/07/2.-Criteria-of-making-payments-to-non-executive-directors-if-the-same-has-not-been-disclosed-in-annual report.pdf

B. REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis of payment of remuneration.

The policy also provides the criteria for determining Qualifications, positive attributes and Independence of Directors and criteria for appointment ofKey Managerial Personnel, Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Company has a Nomination and Remuneration Committee (NRC), which is responsible for formulating the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The role of the NRC Committee encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a director’s appointment or re-appointment is required. The NRC Committee is also responsible for reviewing the Profiles of Potential candidates, the required competencies and

due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board.

The said policy is available on the Company’s Website. Website Link: https://www.hmagroup.co/wp-content/ uploads/2024/03/Nomination-and-Remuneration-Policy.pdf

19. COMMITTEES OF THE BOARD

As required under the provisions of the Act and the SEBI Listing Regulations, as on March 31, 2024, the Board has the following committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Relationship Committee;

• CSR Committee

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.

The meetings of the above-mentioned Committees are held at regular intervals and decisions undertaken are the set of collective people on the consent of the maj ority ofthe members of the Committee. For fair & independent judgements, the committee constitutes an optimum combination of Directors & Independent Directors. The resolutions undertaken by the Committees are verified by the Board in their subsequent Meetings.

20. board MEETINGS DURING THE YEAR:

During the year under review, fourteen (14) 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 2023-24 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.

21. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

The company does not have any dividend which remains unclaimed/ unpaid for a period of seven years from the date of transfer to the unpaid dividend account and hence no amount has been transferred to the IEPF established by the Central Government.

22. HOLDING, SUBSIDIARY, JOINT VENTURE & 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 financial year under review, following entities serve as subsidiaries/associates of the company:

Sr. No	Name of the Company	Whether Subsidiary/ Wholly owned Subsidiary/Associates
1	FNS Agro Foods Limited	Wholly Owned Subsidiary
2	HMA Natural Foods Private Limited	Subsidiary
3	HMA Food Export Private Limited	Wholly Owned Subsidiary
4	Swastik Bone and Gelatines Private Limited	Wholly Owned Subsidiary
5	United Farm Products Private Limited	Wholly Owned Subsidiary
6	Laal Agro Food Private Limited	Wholly Owned Subsidiary
7	JFF Exports Private Limited	Wholly Owned Subsidiary
8	Federal Agro Industries Private Limited	Subsidiary
9	Indus Farmers Food Co. LLP	LLP having Substantial Interest
10	Reliable Agro Foods	Partnership Firm having substantial Interest

Sr.	Name of the Company	Whether Subsidiary/
No		Wholly owned
		Subsidiary/Associates
6	International Agro Food Exports	Joint Venture

As of March 31, 2024, the Company has 8 (Eight) Subsidiary Companies, 1 (One) Limited Liability Partnership, 1 (One) Partnership Firm, and 1 (One) Joint Venture. There has been no material change in the nature of business of any of the Subsidiaries or Associate Companies during this period.

A Statement containing the salient features of the financial performance of the subsidiaries companies pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014, are given in “Annexure C” in Form No. AOC-1 and the same forms part of this Annual Report.

a. 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 Company’s website.

Accordingly Federal Agro Industries Private Limited and United Farm Product Private Limited are material subsidiaries of the company.

Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, Company has formulated a ‘Policy on determining Material Subsidiaries. The Policy is posted on website of the Company viz. www.hmagroup.co

The web link of the said Policy is: https://www. hmagroup.co/wp-content/uploads/2023/07/5.-Policy-for-determining-%CE%93Cymaterial%CE%93CO-subsidiaries.pdf

b. Notes on Subsidiary

The following may be read in conjunction with the Consolidated Financial Statements of your Company prepared in accordance with Indian Accounting Standard AS-110 Shareholders desirous of obtaining the Report and Accounts of your Company’s subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary Companies is also available under the ‘Investor Relations’ Section of your Company’s website, www.hmagroup.co , in a downloadable format.

Your Company’s Policy for determination of a material subsidiary, as adopted by your Board, in conformity

with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on your Company’s corporate website at www.hmagroup.co.

c. 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.

23. Web LINK OF ANNUAL RETURN:

The copy of the Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the Company which can be accessed at www.hmagroup.co

In compliance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, along with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a draft copy of the Annual Return for the Financial Year 2023-24, in Form No. MGT-7 is uploaded and accessible on the Company’s website at www.hmagroup.co

Additionally, the annual return for the Financial Year 202324 will be submitted to the Ministry of Corporate Affairs within the stipulated timelines post Annual General Meeting and subsequently, a copy of the filed Annual return will be made available on the company’s website.

24. INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

The Board is of the opinion that the Company’s IFC were adequate and effective during FY 2024. The Company’s internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board.

25. AUDITORS

a. Statutory Auditors

At the 13th Annual General Meeting (AGM) held on November 30, 2021, the members approved the appointment of M/s MAPSS & Company, Chartered Accountants (ICAI Firm Registration No. 012796C), as the Statutory Auditors of the Company. Their tenure is for a period of five years, commencing from the conclusion of the 13th AGM and continuing until the conclusion of the 18th AGM.

M/s MAPSS & Company, Chartered Accountants (ICAI Firm Registration No. 012796C), were thus appointed to serve as the Statutory Auditors of the Company for a term of five consecutive years, starting from the conclusion of the 13th AGM held on November 30, 2021, and extending until the conclusion of the 18th AGM, scheduled to be held in 2026.

The requirement of seeking ratification by the Members for continuance of their appointment has been withdrawn consequent to changes made by the Companies (Amendment) Act, 2018 with effect from 7th May, 2018. Hence, the Resolution seeking ratification of the Members for their appointment is not being placed at the ensuing AGM.

The Board Members and the Audit Committee at their Meetings held on 02^nd April, 2024 had reviewed the performance and effectiveness of the audit process of Statutory Auditors including their independence. The Board Members and the Audit Committee expressed their satisfaction towards the same and approved for their continuity as Statutory Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The statutory auditor report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b. Internal Auditors

Pursuant to Section 138 of the Act & rules made thereunder the company has appointed M/s S.N. Gupta & Co., (Registration Number 001057C) a professionally competent firm of chartered accountants, as the internal auditors in the board meeting held on August 29, 2023 to conduct Internal Audit of the Company for the Financial

Year 2023-24. The firm boasts an efficient internal audit team that regularly monitors the effectiveness of the company’s internal control systems. The Internal Auditor reports directly to the Audit Committee and the Managing Director regarding the adequacy and effectiveness of these systems, as well as the periodic results of their review of the company’s operations, following an internal audit plan approved by the Audit Committee.

The recommendations provided by the internal auditors for improvements in operating procedures and control systems are presented periodically to the Audit Committee. During the financial year under review, the Internal Auditors have not reported any matters under Section 143(12) of the Companies Act, 2013. Consequently, no details are required to be provided under Section 134(3) (ca) of the Act.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has already appointed M/s R.C Sharma & Associates (CP. No: 7957), Practicing Company Secretaries, Agra as the Secretarial Auditors of the company for FY 2023-2024, to undertake the Secretarial Audit of the Company for the Financial Year 2023-2024.

d. Cost Records and Audit

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the Company.

26. AUDITORS’ REPORT AND SECRETARIAL AUDITORS’

REPORT

a. Auditor’s Report:

M/s. MAPSS & Company., Chartered Accountants Firm, the Statutory Auditors for the FY 23-24 have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2024 and the Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or the Board of Directors as specified under Section 143(12) of the Act, during the year under review.

The Auditor’s Report for the Financial Year ended March 31, 2024 on the Financial Statements (Standalone & Consolidated) of the Company is part of this Annual Report.

b. Secretarial Auditors’ Report

The Secretarial Audit Report for the Financial Year ended March 31, 2024 under Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and under Regulation 24A of SEBI (LODR) Regulations, 2015 (including any Statutory Modification(s) or reenactment(s) thereof for the time being in force) is set out as “Annexure D” to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Acts, Rules,

Regulations and guidelines that there were no deviations or non-compliances. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

During the year under review Secretarial Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be provided under section134(3)(ca) of the Act.

c. Secretarial Audit for Material Subsidiaries:

In accordance with SEBI (LODR) 2015, the Company is required to annex the Secretarial Audit Report of its material unlisted subsidiaries. Federal Agro Industries Pvt Ltd and United Farm Products Pvt Ltd are material unlisted subsidiaries of the Company. Therefore, the Secretarial Audit Reports of both companies are annexed after Annexure D(i) & D(ii) of Board’s Report.

d. Certificate from Company Secretary in practice

The Company had sought a certificate from the M/s. R.C Sharma & Associates, Secretarial Auditor of the Company 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 pursuant to Regulation 34(3) and Schedule V Para C, Clause 10 (i) of the SEBI Listing Regulations is published in the Annual Report. Kindly refer to Annexure-A to Corporate Governance Report.

e. Instances of fraud reported by the Auditors

During FY24, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees under section 143(12) of the Act to the Central Government or the Audit Committee under section 143(12) of the Companies Act.

f. Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for FY24 for all applicable compliance as per SEBI Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

In accordance with the SEBI Circular dated February 8, 2019 and additional affirmations required under Circulars issued by NSE and BSE dated March 16, 2023 and April 10, 2023 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s R.C Sharma & Associates (CP. No: 7957), Practicing Company Secretaries, Agra, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2024.

The Secretarial Compliance Report for the Financial Year ended March 31, 2024 in relation to Compliance of all applicable SEBI Regulations/Circulars/guidelines issued thereunder, pursuant to the requirement of Regulation 24A of SEBI (LODR) Regulations, 2015, obtained from M/s. R.C Sharma & Associates, Practicing Company Secretaries is set out as “Annexure E” to this Report. The Secretarial Compliance Report has been disclosed as a Part of Annual Report as good disclosure practice.

The Annual Secretarial Compliance Report issued by Mr. Ramesh Chandra Sharma, Practicing Company Secretary Membership No. 5524 (CP No. 7957), has been submitted to the Stock Exchanges within 60 days of the end of the financial year.

27. VIGIL MECHANISIM/WHISTLE BLOWER:

As Per Regulation 22 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is mandatory for every listed company to formulate a vigil mechanism for directors and employees to report genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory for the company to disclose the establishment of such mechanism on the website of the company and in the Board’s Report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistleblowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld.

Anonymous complaints are also entertained if the complaint sets out specific allegations & verifiable facts, and is accompanied with supporting evidence. It is your Company’s Policy to ensure that no complainant is victimized or harassed for bringing such incidents to the attention of your Company, and to keep the information disclosed during the course of the investigation as confidential. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee was denied access to the Committee during the year.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2023-2024, no employee or director was denied access to the Audit Committee. During the year under review there are no complaints/ reporting’s received by the Company in the said mechanism for the Company and for its subsidiaries

The Vigil mechanism/Whistle Blower Policy is available on the website of the Company at https://www.hmagroup.co. The web link of the same is https://www.hmagroup.co/wp-content/uploads/2024/03/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

28. DIRECTORS’ Responsibility STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

i) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

ii) The directors had 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, 2024, statement of Profit & Loss, statement of changes in equity and statement of cash flows of the Company for the year ended March 31, 2024;

iii) The directors had 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 Directors had prepared the annual accounts of the Company 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 reasonably adequate and 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 reasonably adequate and operating effectively.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Pursuant to Section 186 of the Companies Act, 2013, disclosure relating to the loans given, investments made or guarantee given are provided in Notes to the Financial Statements forming part of the annual report.

30. PARTICULARSOFCONTRACTS ORARRANGEMENTS WITH RELATED PARTIES:

Your Company has consistently adopted the practice of undertaking related party transactions only in the ordinary and normal course of business & at arm’s length basis, as part of practice of observing to highest standard of ethical, transparent, and accountable business.

During the year under review:

a) All contracts / arrangements / transactions entered by the Company with related parties were in its ordinary course of business and on an arm’s length basis; and

b) Prior / omnibus approval of the Audit Committee is obtained for all related party transactions of the Company which are foreseen and of repetitive nature and have been reviewed by the Audit Committee on a quarterly basis.

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company’s website at https://www.hmagroup.co/wp-content/uploads/2024/03/ Policy-on-Related-Party-Transaction.pdf. Related Party Transactions are placed before the Audit Committee for

approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the transactions with the related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on dealing structure of Related Party Framework adopted by the Company.

All related party transactions that were entered during the financial year 2023-24, were on arm’s length basis and in ordinary course of business. As per SEBI (LODR) Regulations, 2015 for the Half Year ended March 31, 2024 the Company has disclosed the Related Party Transaction along with the Financial Results of the Company.

The details of the transactions with related parties during FY 2023-24 are provided in the accompanying financial statements. The details of Related Party transactions are set out in notes to the Financial Statements.

There are materially significant Related Party transactions made by the Company with its subsidiary, wholly owned subsidiary companies, other group companies which may have potential conflict with the interest of the company at large.

There were no related party transactions that conflict with the interest of the Company.

The related party transactions are entered into based on considerations of various business requirements, such as synergy in operations, sectoral specialisation, and your Company’s long-term strategy for sectoral investments, optimisation of market share, profitability, legal requirements, liquidity, and capital resources of subsidiaries.

All related party transactions are entered into on an arm’s length basis, are in the ordinary course of business, and are intended to further your Company’s interests.

Form AOC-2 pursuant to Section 134(3)(h) ofthe Companies Act, 2013 read with Rules as set out in the “Annexure F” to this report & also forms a part of the Financial Statements.

31. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The disclosure on particulars of employees under Section 197(12) of the Act, in conjunction with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure-G forming an integral part of this report.

In accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms a part of this Report.

The statement containing the names of the top ten employees

based on remuneration drawn, along with the required particulars of employees under Section 197(12) of the Act, as specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a part of Annexure-G.

In accordance with the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforementioned information is being dispatched to the members of the Company. Should any member wish to obtain this information, they are welcome to reach out to us at [email protected] .

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.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure H to this report.

33. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED

The information as required to be provided under Schedule

V Para C Clause 10 (m) of the SEBI Listing Regulations forms a part of the report on Corporate Governance enclosed with the Annual Report.

34. DETAILS OF MATERIAL Subsidiaries OF THE LISTED ENTITY

The information as required to be provided under Schedule

V Para C Clause 10 (n) of the SEBI Listing Regulations forms a part of the report on Corporate Governance enclosed with the Annual Report.

35. RISK MANAGEMENT

The Board of the Company has established the Risk Management Committee, details regarding its composition and meeting frequency are outlined in the Corporate Governance Report which is part of the Annual Report.

Additionally, in compliance with Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) ofthe SEBI Listing Regulations, the Company has developed and implemented a comprehensive Risk Management Policy.

This policy encompasses procedures for identifying potential risks that, in the Board’s assessment, could jeopardize the Company’s sustainability.

The Risk Management Policy outlines the Company’s

approach in identifying, analysing and prioritizing risks, as well as developing mitigation strategies and reporting on the risk landscape. Applicable to all functions, departments, and geographical areas of the Company, the policy aims to establish a comprehensive risk management framework within the Company. Its primary objective is to identify, assess, manage, and monitor risks effectively. Moreover, the policy is designed to recognize potential events that could impact the Company and manage these risks within acceptable thresholds, ensuring reasonable assurance in achieving the Company’s objectives.

A. Risk Management Policy

The component of risk in the activities of your Company is very minimal. Managing Risk is an integral part of our business activity. The Company board & management regularly framing, reviewing & monitoring risk management plan & ensuring to mitigate the current & future risk exposure so as to safeguard Company & shareholders’ interest and to assure business growth with financial stability.

The Risk management policy of the Company is uploaded and accessible on the Company’s website at https://www.hmagroup.co under Investor section.

36. CORPORATE GOVERNANCE:

The Company has been following and adhering to best governance practices to ensure cultivating a robust value system of integrity, fairness, transparency, accountability and adoption of the highest standards of business ethics that will reap benefits for all stakeholders. The Corporate Governance Report for the FY2024, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

Pursuant to Regulation 34(3) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate on Compliance of mandatory requirements from the Practicing Company Secretary towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure I.

Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

Additionally, the necessary Certificate from M/s. R.C Sharma & Associates., Company Secretaries, affirming compliance with Corporate Governance conditions, is annexed along with the Corporate Governance Report.

37. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Your Company does business that delivers long-term shareholder value and benefits to the society. Your Company continues to focus on its commitments which are aligned with national priorities and United Nations Sustainability Development Goals.

Your Company aims to make safe, tasty and sustainable food that is nutritous, accessible and affordable, minimizing its impact on the resources, contributing to a future in which they are available for generations to come; boosting the well-being of the communities and enabling a just transition to regenerative practices; and creating a positive business environment and empowering your Company’s employees to make sustainable business decisions.

In terms of Regulation 34(2)(f) ofthe Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under “Business Responsibility and Sustainability Report” (‘BRSR’). The

BRSR seeks disclosure on the performance of your Company against nine principles of the “National Guidelines on Responsible Business Conduct” (‘NGRBCs’).

In terms of Regulation 34 of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements introduced on BRSR Core, which is a sub-set of BRSR, consisting a set of Key Performance Indicators (KPIs)/ metrics under nine ESG attributes. New KPIs have been identified for assurance such as job creation in small towns, open-ness of business, gross wages paid to women etc. Also, for better global comparability intensity ratios based on revenue adjusted for Purchasing Power Parity (PPP) have been included.

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) is included as an integral component of the Annual Report and is annexed to this report as an ‘Annexure J’.

38. DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also 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.

39. 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.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

Significant and Material Orders Passed by Regulators, Courts, or Tribunals Impacting the Going Concern Status and Company’s Operations in the Future.

During the year under review, a significant order was passed by the Income Tax authorities in March 2024. This order stems from a search operation conducted on November 5, 2022, under Section 132 of the Income Tax Act, 1961. The search was carried out at multiple locations associated with the Company, its subsidiaries, certain group companies/entities, as well as the residences of the Promoters and Directors. These locations included the Company’s facilities in Agra, Nuh, Dhandero, Jaipur, Dera Bassi, Parbhani, Aligarh, and Unnao, along with premises linked to HMA Group of Agra, Agra Better Homes LLP, HMA Food Export Private Limited, JFF Exports Pvt. Ltd., Alnoor Export, Indus Farmers Food Co LLP, Laal Agro Food Pvt. Ltd., Gausia Cold Storage Pvt. Ltd., HMA Investment and Trading Pvt. Ltd., Reliable Agro Foods, Federal Agro Industries Private Ltd., FNS Agro Foods Limited, and United Farm Products Pvt. Ltd.

During the search, Panchnamas were prepared, recording the proceedings and detailing the items and documents seized by the Income Tax authorities. In response, the Company, along with its subsidiaries and associated entities, provided the required documents and information as requested by the authorities.

Following the investigation, final orders were passed by the Income Tax authorities against some of the subsidiaries. The Company has fulfilled the demands raised against these subsidiaries. However, in the case of HMA Agro Industries Limited, the demand raised by the authorities has been contested, and the Company has filed an appeal with the Appellate Tribunal.

As of the date of this report, the demand against HMA Agro Industries Limited remains under appeal. We continue to cooperate fully with the authorities and are pursuing all

necessary legal avenues to address this matter.

41. 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:

During the period under review, there has been no one time settlement from the banks or financial institutions.

42. LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai-400051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. The Annual Listing Fees for the financial year 2024-25 have been paid.

The ISIN of your Company has changed to INE0ECP01024 upon the Sub-Division of the Equity Shares of the Company w.e.f. December 29, 2023, and the Equity Shares with Face Value of INR 1/- per share can be viewed under the new ISIN.

43. DISCLOSURE OF THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS IN THE FINANCIAL YEAR:

Particulars under Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 do not apply to the company as the company has not issued any equity shares with differential voting rights during the financial year 2023-2024.

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND Bankruptcy CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

45. 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:

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.

46. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and

unstinting efforts of employees have enabled the Company to maintain efficiency in the industry. It has taken various steps to improve productivity across organization.

47. 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.

48. SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

49. INSIDER TRADING

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons’ (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. This Code is displayed on the Company’s website https://https://www. hmagroup.co.

50. OTHER GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Deposits covered under Chapter V of the Act;

b) Issue of equity shares with differential rights as to dividend, voting or otherwise;

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

d) Raising of funds through preferential allotment or qualified institutions placement;

e) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

f) 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 Alimentarius 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.

g) The Company has not issued any debentures during the financial year 2023-24.

h) Statement of Deviation(s) or Variation(s): During the financial year 2023-24, the Company had raised Rs. 480.00 crores from the Initial Public Offer (IPO) and the said proceeds have been completely utilized as at March 31, 2024.

Your Board hereby confirms that there were no deviation(s) or variation(s) in the utilization of proceeds from the objects stated in the offer document or prospectus filed with Securities and Exchange Board of India.

i) Credit Rating

Your Company has been awarded CRISIL A-/Stable (reaffirmed) credit rating for its bank credit facilities by CRISIL.

The rating reflects that your Company has serviced its financial obligations on time. As regards the Term loan bank facilities (Long Term) provided by the bank, your Company has been awarded the long-term credit rating of CRISIL A-/Stable (reaffirmed). The rating reflects adequate degree of safety and lowest credit risk.

Issuers with this rating are considered to have adequate degree of safety regarding timely servicing of debt obligations. Debt exposures to such issuers carry low credit risk.

The rating continues to reflect the established market position and healthy financial risk profile of the HMA group. These strengths are partially offset by low operating profitability.

j) Since the Company is a listed Company, the company has complied with necessary provisions to the extent applicable to the Company.

1. APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors place their sincere appreciation for the contribution made by all our employees without who’s efforts and hard work, the Company could not accomplish objectives.

Your directors would also like to express their grateful appreciation for the assistance and co-operation received from the shareholders, bankers, Financial Institutions and Lenders for their conviction and faith rested with the group “HMA”.

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, Co-operation and support.

Further the Directors express their sincere appreciation to the all the Regulators of the Company namely the Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, Securities & Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, Depositories, other Government & Regulatory Authorities for their ongoing support extended by them towards the Company and look forward to their continued support in the future.

Further your directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the entire team, especially during the IPO to ensure that the Company continues to grow and excel.

For and on Behalf of the Board of Directors

HMA Agro Industries Limited

Mohammad Mehmood qureshi Gulzar Ahmad

Managing Director Chairman & Whole Time Director

DIN:02839611 DIN:01312305

Place: Agra

Date: August 28, 2024

---

Mar 31, 2023

The directors have pleasure in presenting the Directors Report and the audited accounts for the year ended 31^st March 2023.

WORKING HIGHLIGHTS:

The Company is mainly engaged in the business of Slaughtering, processing & rendering of meat and meat products, edible consumable products, developing forest crops, natural products, agricultural, plantation and horticultural crops. The Directors are very pleased to inform you that company has received tremendous response and the same is expected to progress in future.

FINANCIAL PERFORMANCE:

The Company’s Financial Performance for the financial year ended on 31^st March, 2023 under review along with previous year figures are given hereunder:

Summary of Standalone Financial Statement:

(In Millions)
Particulars	Current Year 31.03.2023	Previous Year 31.03.2022
	(Amount in Rs. Million)	(Amount in Rs. Million)
Revenue from operations including other income	31,716.29	29,773.79
Less: Expenditure	29,879.23	28,279.90
Profit /(Loss) Before Tax	1,837.06	1,493.89
Less: Tax Expenses Current Tax	485.41	382.10
Deferred Tax	-21.56	-1.73
Tax expense related to prior years	-	10.15
Profit/(Loss) After Tax	1,373.21	1,103.36
Balance carried to Balance Sheet	1,373.21	1,103.36

Summary of Consolidated Financial Statement:		(In Millions)
Particulars	Current Year 31.03.2023	Previous Year 31.03.2022
	(Amount in Rs. Million)	(Amount in Rs. Million)
Revenue from operations including	32,560.91	31,389.76
other income
Less: Expenditure	30,825.38	29,803.64
Profit /(Loss) Before Tax	1,735.53	1,586.12
Less: Tax Expenses
Current Tax	521.13	411.87
Deferred Tax	-20.26	-0.73
Tax expense related to prior years	-	10.15
Profit/(Loss) After Tax	1,234.66	1,164.83
Balance carried to Balance Sheet	1,234.66	1,164.83

TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND:

Your directors are pleased to recommend a dividend of Rs. 3/- (Rupee Three Only) per equity share of face value of ''10/- each (i.e.30%) for the financial year ended 31^stMarch, 2023 subject to the approval of the Shareholders in the ensuing Annual General Meeting (“AGM”).

In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy (“the Policy”) adopted in pursuance to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). The Policy contains broad parameters and factors while recommending/declaring dividend(s) by the Board of Directors. The Policy is available on the Company’s website at https://www.hmagroup.co/wp-content/uploads/2023/07/3.-Dividend-Distribution-Policy.pdf

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

The company does not have any dividend which remains unclaimed/ unpaid for a period of seven years from the date of transfer to the unpaid dividend account and hence no amount has been transferred to the IEPF established by the Central Government.

WEB LINK OF ANNUAL RETURN:

The Company is having website i.e.https://www.hmagroup.coand copy of annual return of Company has been published on such website. The Link of the same is given below: https://www.hmagroup.co/wp-content/uploads/2023/07/Annual-Return-2021-2022.pdf

CAPITAL STRUCTURE:

There is no change in the Authorized and Paid-up Share Capital of the company during the year.

The Authorized Share Capital of the Company is Rs.700,000,000/- (Rupees Seventy Croreonly) divided into 70,000,000 (Seven Crore Only) equity shares of Rs.10/- each.

The Issued, subscribed & Paid-up share capital of the Company is Rs.47,51,28,750 (Rupees Forty-Seven Crore Fifty-One Lakhs Twenty Eight Thousand Seven Hundred Fifty Only) divided into 4,75,12,875 (Four Crore Seventy Five Lakhs Twelve Thousand Eight Hundred Seventy Five) equity shares of Rs. 10/- each.

CAPITAL STRUCUTRE AFTER FINANCIAL YEAR BUT BEFORE THE DATE OF ANNUAL REPORT:

There is change in Paid -up Share Capital of the Company after the end of Financial Year but before the date of Annual Report: -

The Paid-up Equity Share Capital of the Company increased from Rs.47,51,28,750 (Rupees Forty Seven Crore Fifty One Lakhs Twenty Eight Thousand Seven Hundred Fifty Only) divided into 4,75,12,875 (Four Crore Seventy Five Lakhs Twelve Thousand Eight Hundred Seventy Five) equity shares of Rs.10/-(Rupees Ten Only) each to Rs.500,769,770 /- (Rupees Fifty Crore and Seven Lakhs Sixty Nine Thousand Seven Hundred and Seventy only) divided into500,769,77 ( Five Crore Seventy Six Thousand Nine Hundred and Seventy Seven only) by way of Initial Public Offering (IPO) of 82,05,127 (Eighty Two lakhs Five Thousand One Hundred and Twenty Seven ) equity shares of Rs. 10/-( Rupees Ten Only) consisting of Fresh issue of 2,564,102 (Twenty-Five Lakhs Sixty-Four Thousand One Hundred and Two) equity shares and offer for sale of 5,641,025 (Fifty-Six Lakhs Forty-One Thousand and Twenty-Five) equity shares .

STATE OF AFFAIRS:

Your Company is engaged in the business of Slaughtering, processing & rendering of meat and meat products, edible consumable products, developing forest crops, natural products, agricultural, plantation and horticultural crops as mentioned in its Memorandum of Association of the company.

CHANGE TN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year.

DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also 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. INE0ECP01016.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.

MATERIAL CHANGES DURTNG THE FINANCIAL YEAR.

There have been no material changes and commitments which have occurred.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:-

Paid up share capital of the company increased as the Company got listed on National Stock Exchange and Bombay Stock Exchange on 04.07.2023 with Fresh issue of 2,564,102 (Twenty Five Lakhs Sixty Four Thousand One Hundred and Two ) equity shares and offer for sale of 5,641,025 equity shares which opened for subscription on for Anchor Investor on June 19,2023 and closed on June 19,2023 and for Public opened on June 20,2023 and closed on June 23,2023 wherein 82,05,127 Equity Shares, be and hereby issued to respective bidders .

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been nosuch significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:1. Changes in Directors

There is a change during the financial year in the composition of the Board of Directors of the company: -

> Appointment of Bhumika Parwani as a Non-Executive Independent Director of the company w.e.f. 26.09.2022

> Resignation of Swapnla Gupta from the post of Non-Executive Independent Director w.e.f. 30.09.2022.

2. Changes in Directors Between the Date of The Board Report and End of Financial Year:

There is no change in directors after the end of the financial year to which the board report relates in the composition of the Board of Directors of the company.

3. Director Retire by Rotation:

Mr. Gulzeb Ahmed (DIN: 06546660), Whole-time director of the company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-appointment.

4. Declaration by The Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act 2013, Regulations 16 and 26 of the Securities and Exchange board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

5. Changes in Key Managerial Personnel

The appointment of Key Managerial Personnel is mandatory as per Section 203 of the Companies Act, 2013 as the company fall in the limits as prescribed under section 203 of Companies Act 2013 (“Act”).

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and applicable regulations of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations,2015 having the following Details of Directors/Key managerial Personnel:

S.NO	NAME OF DIRECTOR	DESIGNATION	DIN/PAN
1.	Mr. Wajid Ahmed	Managing Director	01312261
2.	Mr. Gulzar Ahmad	Chairman cum Whole time Director	01312305
3.	Mr. Gulzeb Ahmed	Whole Time Director	06546660
4.	Mr. Amit Goyal	Independent Director
5.	Mr. Gaurav Rajendra Luthra	Independent Director	08023492
6.	Mrs. Bhumika Parwani	Independent Director	09732792
7.	Mr. Gulzeb Ahmed	Chief Financial Officer	AIIPA0593N
8.	Mr. Nikhil Sundrani	Company Secretary	FVLPS2705B

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2023, the Company has following Subsidiary/Wholly owned

Subsidiary/Associates namely.

Sr. No	Name of the Company	Subsidiary/Wholly owned Subsidiary/Associates
1.	FNS Agro Foods Limited	Wholly Owned Subsidiary
2.	HMA Natural Foods Private Limited	Subsidiary
3.	HMA Food Export Private Limited	Wholly Owned Subsidiary
4.	Swastik Bone and Gelatines Private Limited	Wholly Owned Subsidiary
5.	United Farm Products Private Limited	Wholly Owned Subsidiary
6.	Laal Agro Food Private Limited	Wholly Owned Subsidiary
7.	JFF Exports Private Limited	Wholly Owned Subsidiary
8.	Federal Agro Industries Private Limited	Subsidiary
9.	Indus Farmers Food Co. LLP	Associates
10.	Reliable Agro Foods	Associates
11.	International Agro Food Exports	Associates

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT:

The company have subsidiary, associate and joint venture companies during the financial year under review, the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report is mentioned in Annexure-A-Form AOC-1 as a part of this report.

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:

During the period under review, there has been no one time settlement from the banks or financial institutions.

INTERNAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company’s internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy is available on the website of the Company at https://www.hmagroup.co.

STATUTORY AUDITORS:

M/S MAPPS AND COMPANY, Chartered Accountants (Firm Registration No. 012796C), were appointed as Statutory Auditors of the company at the Annual General Meeting held on 30^thNovember 2021, for a term of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of sixth Annual General Meeting to be held in 2026, for a term of 5 (five) year.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The statutory auditor report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

AUDITOR’S REPORT:

The Auditors’ Report to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any comments.

BOARD’S COMMENT ON THE AUDITORS’ REPORT AND SECRETARIAL AUDIT REPORT:

The Auditors’ Report for the financial year 2022-2023 given by M/s MAPPS AND COMPANY, to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any comments.

The Secretarial Auditor Report for the financial year 2022-2023 given by M/s R.C. Sharmaand Associates to the shareholders does not contain any qualification. The matters referred to in the Secretarial Auditor Report are self-explanatory and therefore do not call for any comments.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors’ report, no fraud u/s 143(12) reported by the auditor.

LISTING OF SHARES:

The Company’s shares are listed on BSE Limited and NSE Limited.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There have been some related party transactions, between the Company and the Directors and the management and the relatives of KMP, which are in the ordinary course of business at arm’s length basis.

Accordingly pursuant to the provisions of Companies Act 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contracts or arrangements in Form AOC-2 form part of the report and enclosed in this report as ANNEXURE -B.

POLICY ON SEXUAL HARASSMENT:

The Company has constituted Internal Complaints Committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and has in place a Policy on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2022-2023.

DISCLOSURE OF THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS TN THE FINANCIAL YEAR:

Particulars under Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 do not apply to the company as the company has not issued any equity shares with differential voting rights during the financial year 2022-2023.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31, 2023 the Company had no unclaimed deposits or interest thereon due to any depositor.

DEPOSITS:

The Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013, during the financial year under review. During the year 2022-23, Company has filed for DPT-3 in compliance of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

As an integral part of our commitment to good corporate citizenship, your Company strongly believes in adopting steps to improve the quality of life of the people in the communities around us. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution towards achieving long-term stakeholder value creation.

As the operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large.

We have annexed a report called “Annual Report on CSR Activities” (CSR-2) as Annexure-C and you can extract more details about CSR Expenditure during the financial year 2022-23.

VIGIL MECHANISM:

As Per Regulation 22 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is mandatory for every listed company to formulate a vigil mechanism for directors and employees to report genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory for the company to disclose the establishment of such mechanism on the website of the company and in the Board’s Report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company athttps://www.hmagroup.co. The web link of the same is https://www.hmagroup.co/wp-content/uploads/2023/07/10.Vigil-Mechanism-Policy.pdf

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

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:

During the period under review, there has been no one time settlement from the banks or financial institutions.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Fifteen times during the year 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 intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Dates of Board of Directors Meeting is mentioned in below table

Table of Board of Directors Meeting

S.NO	DATE OF MEETING
1.	12.04.2022
2.	09.05.2022
3.	10.06.2022
4.	18.07.2022
5.	13.08.2022
6.	26.08.2022
7.	15.09.2022
8.	30.09.2022
9.	13.10.2022
10.	18.11.2022
11.	12.12.2022
12.	09.01.2023
13.	04.02.2023
14.	24.02.2023
15.	10.03.2023

The names of members of the Board, their attendance at the Board Meetings is as under:

Name of Directors, Number of Meetings attended/ Total Meetings held during the F.Y. 2022-23

Name of the Director	No of Meetings Eligible to Attend	No of meetings Attended
Gulzar Ahmad	15	15
Wajid Ahmad	15	15
Amit Goyal	15	14
Gulzeb Ahmed	15	15
Gaurav Rajendra Luthra	15	15
Bhumika Parwani	8	0
Swapnla Gupta	8	3

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, NonExecutive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance;

4. Providing perspectives and feedback going beyond information provided by the management.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board. The Independent Director Meeting for this Matter was held by the Company on 30^th March, 2023 and the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

COMMITTEE MEETINGS:

The Audit Committee met 8 times during the financial year ended March 31, 2023. No meeting of Stakeholders Relationship Committee was held during the financial year ended March 31, 2023. The nomination and remuneration committee met 5 times during the financial year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before.

Additionally, during the financial year ended March 31, 2023 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 30.03.2023.

AUDIT COMMITTEE:

The company being a listed company falls under the criteria as defined under section 177 of the Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014. The company has re-constituted the Audit Committee with Mr. Gaurav Rajendra Luthra (Non-Executive Independent Director and Chairman of the committee), Mrs. Bhumika Parwani (Non-Executive Independent Director and member of the committee) and Mr. Wajid Ahmed (member of the committee) w.e.f 13^th Day of October, 2022.

Eight Meetings of the Audit Committee were held during the financial year 2022-23. The Committee meetings were held on 12.04.2022, 09.05.2022, 11.07.2022, 26.08.2022, 13.10.2022, 07.01.2023, 01.02.2023 and 01.03.2023. The composition and attendance of the members of the Audit Committees:

Name of the Director	Position in committee	No. of meetings attended
Mr. Gaurav Rajendra Luthra	Chairman	8
Mrs. BhumikaParwani	Member	4
Mr. Wajid Ahmed	Member	8

NOMINATION AND REMUNERATION COMMITTEE:

The Board has a Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The policy has been displayed on the Company’s website viz. https://www.hmagroup.co.

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

The company has re-constituted the Nomination and Remuneration Committee Mr. Amit Goyal (Non-Executive Independent Director and Chairman of the committee), Mrs. Bhumika Parwani (Non-Executive Independent Director and member of the committee) and Mr. Gaurav Rajendra Luthra (Non-Executive Independent Director and member of the committee) w.e.f 13^th Day of October, 2022.

Five Meetings of the Nomination and Remuneration Committee were held during the financial year 2022-23. The Committee meetings were held on 12.04.2022, 11.07.2022, 15.09.2022, 30.09.2022 and 07.01.2023.

The composition and Attendance of the members of the Nomination and Remuneration Committee for the financial year 2022-2023 is as follows:

Name of the Director	Position in committee	No. of meetings attended
Mr. Amit Goyal	Chairman	5
Mrs. Bhumika Parwani	Member	0
Mr. Gaurav Rajendra Luthra	Member	5

STAKEHOLDER RELATIONSHIP COMMITTEE:

The company has duly constituted the Stakeholder Relationship Committee with Mrs. Bhumika Parwani (Non-Executive Independent Director and Chairperson of the committee), Mr. Wajid Ahmed (Member of the committee) and Mr. Gulzar Ahmad (Member of the committee) w.e.f 13^th Day of October, 2022.

The composition and attendance of the members of the Stakeholders’ Relationship Committee for the financial year 2022-23 is as follows:

Name of the Director	Position in committee
Mrs. Bhumika Parwani	Chairman
Mr. Gulzar Ahmad	Member
Mr. Wajid Ahmed	Member

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs and is also available in the website of the company at https://www.hmagroup.co

Policy for Remuneration to Directors/Key Managerial Personneli. Remuneration to Managing Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall also not be eligible to participate in any share-based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are of professional nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

• The Services are rendered by such Director in his capacity as the professional; and

• In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

(b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in accordance with the Company’s Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

Non-executive Directors of a company’s Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition, they also play an appropriate control role.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial

Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Company’s Website. Website Link: https://https://www.hmagroup.co.

SECRETARIAL AUDITORS

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report, in this regard M/s R.C. Sharma & Associates, was appointed as the Secretarial Auditor of the company for the financial year 2022-2023.

The Secretarial Audit Report in (FORM MR-3) made by practicing company secretary in Agra M/s R. C. Sharma & Associates for the financial year 2022-2023 contains no qualification, reservation or adverse remark. The Secretarial Audit Report made by practicing company secretary M/s R. C. Sharma & Associates for the financial year 2022-2023 is annexed as (ANNEXURE-D).

The Board of Directors has appointed M/s R. C. Sharma & Associates, Company Secretaries as Secretarial Auditors for the financial year 2022-2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The loan given or guarantee provided, or investment made by the Company during the financial year 2022-2023 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

COST RECORD AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to maintain efficiency in the industry. It has taken various steps to improve productivity across organization.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate from the Practicing Company Secretary towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure-E.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, development of suitable strategies and business plans at appropriate time and its effectiveness; etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness/conduct of committee meetings, process and procedures followed for discharging its functions etc.

The Board and the Nomination and Remuneration Committee (“RC”) reviewed the performance of the individual directors on the basis of the criteria such as developing and managing / executing business plans, operational plans, risk management, and financial affairs of the organization and the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role like demonstration of leadership qualities, managing relationship with the members of the Board and management etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and also assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, as and when their respective term expires.

INTERNAL AUDITORS

The Company has appointed Internal Auditors M/s A.L Agarwal & Associates, Chartered Accountants of the company to conduct Internal Audit of the accounts maintained by the Company for financial year 2022-23.

There were no qualifications, reservation or adverse remark made by the Internal Auditors in their report

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there is no employee drawing remuneration above the limits set under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 is annexed to this Board’s report as ANNEXURE-F.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the result of operations of the Company for the year under review, as required under regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as a separate statement in Annual Report as ANNEXURE-G.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished in below

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

We are totally committed to efficient plant operation & energy conservation in its Power Plants. The Company has already taken many steps for Energy Conservation in the past. New measures undertaken this year are as attached as Annexure-H

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

As per the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility and Sustainability Report. But the Company was not being one of such top 1000 listed entities at the end of the financial year 31^stMarch, 2023, so it is not required to annex any Business Responsibility and Sustainability Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: -

i. that in the preparation of annual accounts for the financial year ended 31st March 2023, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the accounts for the financial year ended 31st March 2023 on a going concern basis; and

v. that the directors of the Company, 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. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CODE OF CONDUCT

Declaration by the Managing Director (MD), inter alia, confirming that the Board of Directors of the company have complied with the “CODE OF CONDUCT OF THE BOARD OF DIRECTORS”, is attached and forms part of Annual report.

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company’s Website https://https://www.hmagroup.co.

DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

INSIDER TRADING

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons’ (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. This Code is displayed on the Company’s website https://https://www.hmagroup.co.

ACKNOWLEDGMENT

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation, and support.

We thank the Government of India, Ministry of Commerce &Industry, Ministry of Corporate Affairs, Ministry of Finance, Department of Economic Affairs, Customs & Excise Departments, Income Tax

Department, Reserve Bank of India, BSE, NSE, NSDL, CDSL and various bankers, various State Governments and other Government Agencies for their support, and look forward to their continued support in the future.

Your Directors appreciate and value the trust imposed upon them by the members of the Company.