YEAR IN RETROSPECT

Your Company has once again delivered record operational
performance, aligned with the Board's expectations and
guidance, surpassing the landmark of Rs.100 Crores in
Profit After Tax ('PAT') and reinforcing its leadership position
in the industry.

Despite a global slowdown and prevailing uncertainties,
the Company achieved its highest-ever annual profits and
continued to strengthen existing business relationships
and customer base. In addition, it expanded its operations
by acquiring new facilities and diversifying its product
portfolio into newer areas, laying the foundation for
sustained growth.

During the Financial Year 2024-2025, consolidated revenue
increased by approximately 30% over the previous year,
reaching Rs. 3,578.93 Crores, as compared to Rs. 2,761.88
Crores in previous year. Consolidated PAT grew by 18%,
rising to Rs.109.64 Crores from Rs.93.02 Crores last year.

This performance demonstrates your Company's resilience
and commitment to growth, despite challenging global
conditions and slowdown in FMCG consumption.

Your Directors are pleased to inform you that HFL
Multiproducts Private Limited ('HMPL') Wholly-Owned
Subsidiary of your Company, successfully ramped up its
plant operations and commenced commercial production
in Q4 of Financial Year 2023-2024. During the year under
review, HMPL reported a turnover of Rs. 13.53 Crores, a
significant increase from Rs. 1.58 Crores in the previous
Financial Year. While HMPL recorded a net loss of
Rs. 3.13 Crores for the year, it made strategic progress by
acquiring a business undertaking from MMG Enterprises
Private Limited under a Business Transfer Agreement dated
January 3, 2025. The facility, located at IDCO Plot No B/6,
Food Processing Park, Makundaprasad, District Khurda,
Odisha, is engaged in the manufacturing, processing, and
packaging of bottled water and associated components.

Your Directors remain confident that HMPL will contribute
meaningfully to the consolidated revenues of your
Company in the coming years and continue its growth
trajectory.

Your Directors are pleased to report that HFL Consumer
Products Private Limited ('HCPPL'), a Wholly-Owned
Subsidiary of your Company, achieved a strong operational
performance for the year ended March 31, 2025. HCPPL
reported total revenue from operations of Rs. 229.90
Crores, marking an impressive growth from Rs.150.30
Crores in the previous year. HCPPL also posted a PAT of
Rs.3.95 Crores for the year under review. Your Directors
remain optimistic that HCPPL will continue to contribute
meaningfully to the Company's consolidated profitability in
the upcoming financial year, driven by ongoing expansion
and market demand.

Your Directors are further pleased to share that, the
Company's strategic acquisition of Aero Care Personal
Products LLP ('ACPPL') successfully marked our entry into
the Color Cosmetics segment—an important expansion
of our consumer product portfolio. ACPPL delivered
its strongest financial performance to date in Financial
Year 2024-25, reporting its highest-ever turnover of
Rs. 131.02 Crores and a PAT of Rs. 5.16 Crores. With this
promising trajectory, your Directors anticipate continued
contributions from ACPPL to the Company's consolidated
income in the coming financial year, reinforcing our
growth momentum and diversification strategy.

During the year under review, HFL Healthcare and
Wellness Private Limited ('HHWPL'), a material Wholly-
Owned Subsidiary of your Company engaged in the OTC
Healthcare and Wellness sector, continued its growth
momentum. HHWPL reported a turnover of Rs. 92.99
Crores, up from Rs. 74.39 Crores in the previous year, and
a PAT of Rs. 9.38 Crores, compared to Rs. 8.84 Crores in
the prior period. Your Directors remain confident that this
acquisition will contribute significantly to the Company's
consolidated performance and support its expansion into
global OTC Healthcare and Wellness markets.

Your Directors are pleased to report that the Company's
acquisition of KNS Shoetech Private Limited ('KNS'), a
Wholly-Owned Subsidiary of your Company, engaged
in the manufacturing and supply of sports shoes and
sneakers, has significantly scaled the Company's footprint
in the footwear segment. KNS recorded its highest-ever

turnover of Rs. 390.91 Crores in Financial Year 2024-25, a
remarkable increase from Rs. 33.38 Crores in the previous
year. Despite reporting a Net Loss of Rs.8.17 Crores, the
substantial growth in revenue reflects strong operational
traction and the potential of this segment.

Your Directors remain confident that this acquisition will
contribute meaningfully to the Company's consolidated
growth and position it as a key player in the global contract
manufacturing space for sports shoes and sneakers.

Your Board is confident that customers will look at your
Company's track record of executing greenfield and
brownfield projects flawlessly and integrating acquisitions
seamlessly, and continue to propel us towards sustained
industry leadership in contract manufacturing, enhanced
customer trust, and long-term value creation.

During the year under review, your Company has started
a greenfield project in 'Nashik' to manufacture Ice Cream,
this should enable your Company to better leverage
the factory and enhancing capacity to serve a key new
customers. Its commercial production has commenced in
May 2025.

SHARE CAPITAL

CHANGE IN CAPITAL STRUCTURE

Your Company's Authorised Share Capital as on the date
of this report is Rs. 55,15,22,530/- (Rupees Fifty Five Crores
Fifteen Lakhs Twenty Two Thousand Five Hundred Thirty
Only) divided into 26,57,61,265 (Twenty Six Crores Fifty
Seven Lakhs Sixty One Thousand Two Hundred and Sixty
Five) Equity Shares of Rs. 2/- (Rupees Two Only) each and
2,00,000 (Two Lakhs) 9% Redeemable Non-Convertible
Preference Shares of Rs. 100/- (Rupees One Hundred
Only) each.

During the year under review, Two of the Warrants holders
of the Preferential issue made pursuant to Special Resolution
passed through Extra-Ordinary General Meeting dated
October 20, 2023 and allotted by the Board of Directors in
their Meeting held on December 20, 2023 named Infinity
Holdings and Infinity Capital (formerly known as Infinity
Holding Sidecar I), Qualified Institutional Buyers, holding
14,64,530 Warrants each, had exercised their options
aggregating to 29,29,060 (Twenty Nine Lakhs Twenty
Nine Thousand Sixty) for the conversion of Warrants into
equivalent number of Equity Shares having face value of

Rs. 2/- (Rupees Two Only) each of the Company and upon
receipt of an amount aggregating to Rs. 1,19,99,99,267/-
(Rupees One Hundred Nineteen Crores Ninety-Nine Lakhs
Ninety-Nine Thousand Two Hundred Sixty Seven Only),
being 75% of the balance amount on the said Warrants,
the Share Allotment Committee of the Board of Directors
of your Company at their Meeting held on December 28,
2024, had allotted 29,29,060 Equity Shares having face
value of Rs. 2/- (Rupees Two Only) each at a premium of Rs.
544.25/- per shares to Infinity Holdings and Infinity Capital.

As at March 31, 2025, 25,11,358 (Twenty Five Lakhs Eleven
Thousand Three Hundred Fifty Eight) convertible warrants
were outstanding for conversion into Equity Shares.

Your Company has not issued any Shares with differential
voting rights or by way of Rights issue or Sweat Equity
Shares. Further, it has not provided any money to its
Employees for purchase of its own Shares hence your
Company has nothing to report in respect of Rule 4(4),
Rule 12(9) and Rule 16 of the Companies (Share Capital &
Debentures) Rules, 2014.

Other / Debt Securities

Your Company has not issued any Debentures during
the year under review. No other debt securities had been
issued by your Company during the year.

MERGERS AND ACQUISITIONS

During the year under review, the Board of Directors of
your Company has approved a Scheme of Arrangement
under Section 230-232 and other applicable provisions
of the Act, between (i) Avalon Cosmetics Private Limited
('The Demerged Company' or 'ACPL'), (ii) Vanity Case India
Private Limited ('the Transferor Company' or 'VCIPL') with
(iii) Your Company ('The Transferee Company' or 'The
Resulting Company' or 'HFL') which interalia provides for i)
Demerger of the Contract Manufacturing (Nashik) Business
of ACPL with Your Company and ii) Amalgamation of
VCIPL with your Company. This Scheme is subject to all
necessary statutory / regulatory approvals under applicable
laws including approval of the Hon'ble National Company
Law Tribunal ('NCLT'). Your Company has received the
observation letter dated February 28, 2025 from both
the BSE Limited and The National Stock Exchange of
India Limited ("NSE"), wherein the Stock Exchanges have
granted their no objection to filing of the said scheme with

the Hon'ble NCLT, Mumbai Bench and your Company has
filed the Application with Hon'ble NCLT, Mumbai Bench
on March 21, 2025. The appointed date is April 1, 2024
for the Demerged Company and October 1, 2024 for the
Transferor Company or the Transferee Company.

During the year under review, your Company has
additionally invested Rs. 43 Crores (Rupees Forty Three
Crores Only) by way of Right issue of 4,30,00,000 (Four
Crore Thirty Lakhs Only) Equity Shares of Rs. 10/- (Rupees
Ten Only) each at par in KNS Shoetech Private Limited
('KNS') a Wholly Owned Subsidiary Company of your
Company. The said Shares were allotted on September 10,
2024. Your Company's shareholding post this investment
remains at 100% and KNS Continues to remain a Wholly
Owned Subsidiary Company of your Company.

During the year under review, HFL Multiproducts Private
Limited ("HMPL"), a Wholly Owned Subsidiary Company
of your Company, entered into a Business Transfer
Agreement ("BTA") on January 3, 2025 with MMG
Enterprises Private Limited ("MMG") and its promoter, for
acquisition of manufacturing facility of MMG situated at
IDCO, District Khurda, Odisha 752055. Which is engaged in
the business of manufacturing, processing, and packaging
of bottled water including all their Components thereof
("Undertaking") on a slump sale and going concern basis.

This acquisition is in line with your Company's strategy to
enter Contract Manufacturing and expansion of its business
into bottled water including all its components thereof.

EMPLOYEES STOCK OPTION SCHEME

With the objective to enable the Eligible Employees of
your Company, Group Companies, including Subsidiary
Companies and Associate Companies of your Company,
to share the value they create for your Company and align
individual objectives of Employees with objectives of your
Company in the coming years, the Board of Directors
of your Company, based on the recommendation of
the Nomination and Remuneration Committee, in their
Meeting held on March 6, 2025 accorded its approval to
the introduction of an Employee Stock Option Scheme
namely "Hindustan Foods Limited Employee Stock Option
Scheme 2025" ("HFL ESOS 2025" or "Scheme") to create
and grant not exceeding 10,00,000 Options to the Eligible
Employees under the HFL ESOS 2025, in one or more

tranches, exercisable into not more than 10,00,000 Equity
Shares of face value of Rs. 2/- (Rupees Two) each fully paid-
up, for present and future grants, subject to adjustment with
regards to various corporate actions which the Company
may come out with.

The Shareholders of your Company approved the said
Scheme by way of Postal Ballot on April 10, 2025. There
has been no material change in the Scheme post its
implementation. The Scheme is in compliance of the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 ("SEBI SBEB Regulations"). A certificate, issued by
Pankaj S Desai, Practicing Company Secretary, Mumbai,
Secretarial Auditors of your Company confirming that
the Scheme has been implemented in accordance
with SEBI SBEB Regulations and in accordance with the
resolution passed by the Members of your Company, is
available for inspection at the website of the Company at
www.hindustanfoodslimited.com.

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

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

The disclosures in compliance of Regulation 14 of the SEBI
SBEBSE Regulations, to the extent applicable, are available
on the Company's website at www.hindustanfoodslimited.
com.

DIVIDEND

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

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),

the top 1000 listed entities based on Market Capitalisation
are required to formulate a Dividend Distribution Policy,
accordingly your Board has formulated and adopted the
Policy. Your Company's Dividend Distribution Policy is
based on the parameters laid down by Listing Regulations,
and the details of the same are available on your Company's
website at www.hindustanfoodslimited.com.

LISTING INFORMATION

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

DEPOSITORY SYSTEM

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

ACCREDITATIONS

Your Company continues to enjoy following accreditations:-

1. FSSC 22000 - Food Safety System Certification

2. ISO 9001:2015 - Quality Management System

3. ISO 14001:2015 - Environment Management System

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

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

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

7. MHRA - Medical & Health Regulatory Authority
certification.

8. BRC GS- GFSI - Global Standard for Food Products

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

PUBLIC DEPOSITS

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

SUBSIDIARIES, ASSOCIATES, JOINT VENTURE
COMPANIES AND PARTNERSHIP FIRMS / LLP

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

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

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

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

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

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

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

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

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

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

(c) of the Listing Regulations as amended, HHWPL was
determined as a Material Subsidiary of your Company in
the immediately preceding Financial Year, however as on
the date of this report HHWPL ceased to be a Material
Subsidiary Company of your Company. Whereas KNS
Shoetech Private Limited became Material Subsidiary of
your Company. Your Company's Policy for determining
Material Subsidiary is available on the Company's Website
www.hindustanfoodslimited.com.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Companies are kept for inspection upon request made by
the Shareholders at the Registered Office of the Company.
The statements are also available on the Company's
website www.hindustanfoodslimited.com.

CREDIT RATING

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

DIRECTORS' RESPONSIBILTY STATEMENT

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

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

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

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

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

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

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

MANAGEMENT AND KEY MANAGERIAL PERSONNEL

DIRECTORS

CHANGE IN DIRECTORATE

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

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

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

RESOLUTIONS TO BE PASSED AT THE ENSUING AGM

DIRECTOR LIABLE TO RETIRE BY ROTATION

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

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

KEY MANAGERIAL PERSONNEL

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

INDEPENDENT DIRECTORS' DECLARATION

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

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

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

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

FAMILIARISATION PROGRAMMES

Familiarisation programmes for the Independent Directors
were conducted during the Financial Year 2024-2025.
Apart from this, there were quarterly business presentations
by Mr Ganesh T Argekar, Executive Director (ED) of your
Company. Details of the familiarisation programme are
explained in the Corporate Governance Report and are
also available on the Company's website and can be
accessed at www.hindustanfoodslimited.com.

MEETINGS OF THE BOARD OF DIRECTORS

A minimum of 4 (Four) Board Meetings are held annually.
Additional Board Meetings are convened by giving

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

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

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

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the Listing Regulations your Board
has carried out the annual performance evaluation of its
own performance, the Directors individually as well as the
evaluation of the working of the Board and its Statutory
Committees. Further, the performance evaluation
criteria for Independent Directors included a check on
their fulfilment of the independence criteria and their
independence from the Management.

Based on various criteria, the performance of the Board,
various Board Committees, Chairman and Individual
Directors (including Independent Directors) was found to
be satisfactory.

AUDIT COMMITTEE

During the year under review, Mr Sandeep Mehta
ceased to be a Director upon completion of his term
as an Independent Director. Additionally, Mr Sarvjit
Singh Bedi and Ms Amruta Adukia, Non-Executive Non¬
Independent Directors of your Company, resigned due
to their professional responsibilities and commitments
Consequently, all three ceased to be Members of the Audit
Committee. The reconstitution of the Audit Committee
took place from time to time in order to comply with the
minimum membership requirements and was maintained
properly.

The Audit Committee now comprises of 3 (Three) Members,
out of which 2 (Two) are Independent Directors. The
Committee is chaired by Mr Shashi K Kalathil, Independent
Director. Ms Honey Vazirani and Mr Ganesh Argekar are
the other Members of the Committee.

The terms of reference, number of Meetings held during
the Financial Year and other information of the Audit
Committee are provided in Corporate Governance Report
which forms part of this Annual Report.

All the recommendations made by the Audit Committee
during the Financial Year under review were accepted by
the Board.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review, Mr Sarvjit Singh Bedi,
Director of the Company, resigned due to his professional
responsibilities and commitments. Consequently, he ceased
to be a Member of the Nomination and Remuneration
Committee. The reconstitution of the Nomination and
Remuneration Committee took place in order to comply
with the minimum membership requirements and was
maintained properly.

The Nomination and Remuneration Committee now
comprises of 3 (Three) Members out of which 2 (Two) are
Independent Directors. The Committee is been chaired
by Ms Honey Vazirani, Independent Director, who serves
as the Chairperson of the Committee, Mr Shashi K Kalathil
and Mr Shrinivas Dempo are the other Members of the
Committee.

The terms of reference, number of Meetings held during
the Financial Year under review and other informations
of the Nomination and Remuneration Committee are

provided in Corporate Governance Report which forms
part of this Annual Report.

The Committee has formulated a Nomination
and Remuneration Policy and the same has been
uploaded on the website of your Company at
www.hindustanfoodslimited.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

As required under the Companies Act, 2013, a CSR
committee of the Board is duly constituted to formulate
and recommend to the Board, the CSR Policy indicating
the Company's CSR activities to be undertaken. The
CSR Policy as recommended by the Committee and as
approved by your Board is available on your Company's
website viz. www.hindustanfoodslimited.com.

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

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

During the year under review, your Company took
various initiatives towards supporting projects in the area
of Education, Welfare, Healthcare and Safety Measures,
Rehabilitation of homeless young women and providing
various facilities to senior citizens and needy peoples.
Based on the recommendation of the CSR Committee

for the amount of expenditure to be incurred on the
CSR activities, your Board and the Management of your
Company had contributed towards the specified activities
laid down under your Company's policy on expenditure
on CSR.

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

RISK MANAGEMENT COMMITTEE

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

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

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

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

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH
PREFERENTIAL ALLOTMENT

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

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

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

INTERNAL CONTROL SYSTEM

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

The Annexure in pursuance to the Rule 5 (2) of the
Companies (Appointment and Remuneration) Rules, 2014,
is not being sent along with this Report to the Members of
your Company in line with the provisions of Section 136
of the Companies Act, 2013. Members who are interested
in obtaining these particulars may write to the Company
Secretary and Legal Head at the Registered Office of the

Company. The aforesaid Annexure is also available for
inspection by the Members at the Registered Office of the
Company, 21 days before the 40th Annual General Meeting
and up to the date of the ensuing Annual General Meeting
during the business hours on working days.

AUDITORS

1. Statutory Auditors

Pursuant to the requirements of Section 139(2) of
the Companies Act, 2013 ('the Act'), M/s M S K A &
Associates, Chartered Accountants (Registration
No.105047W) were appointed as a Statutory
Auditors of your Company for a Second term of
5 (Five) consecutive years from the 37th Annual
General Meeting held on September 22, 2022 till the
conclusion of the 42nd Annual General Meeting to
be held in the year 2027. As per notification issued by
the Ministry of Corporate Affairs dated May 7, 2018,
ratification of the Statutory Auditors at the Annual
General Meeting is not required.

2. Cost Auditors

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

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

The remuneration payable to the Cost Auditor is
required to be placed before the Members in the
General Meeting for their ratification. Accordingly, a

Resolution for seeking Members' ratification for the
remuneration payable to M/s Poddar & Co. is included
at Item No. 3 of the Notice convening the ensuing
AGM.

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

3. Secretarial Auditors

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

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

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

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

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

STATUTORY AUDITORS' OBSERVATIONS

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

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

ANNUAL SECRETARIAL COMPLIANCE REPORT

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Mechanism for the
Directors and Employees to report their genuine concerns
or grievances about unethical behavior, actual or
suspected fraud or violation of the Code. It also provide for
adequate safeguards against victimisation of Employees
who avail the mechanism and allows direct access to
the Chairperson of the Audit Committee in exceptional
cases. The Whistle Blower Policy also facilitates all
Employees of your Company to report any instances
of leak of Unpublished Price Sensitive information. This
policy is also posted on the website of your Company at
www.hindustanfoodslimited.com. The Audit Committee
of your Company oversees the Vigil Mechanism.

RISK MANAGEMENT

Your Company follows well-established and detailed risk
assessment and minimisation procedures, which are
periodically reviewed by the Risk Management Committee
and Board. Your Company has in place a business

risk management framework for identifying risks and
opportunities that may have a bearing on the organisation's
objectives, assessing them in terms of likelihood and
magnitude of impact and determining a response strategy.

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

The Risk Management policy is uploaded on the
website of your Company and can be accessed at
www.hindustanfoodslimited.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING ('BRSR')

As stipulated under the Regulation 34(2)(f) of the Listing
Regulations and SEBI circular no. SEBI/LAD-NRO/
GN/2021/22 dated May 5, 2021 read with SEBI circular no.
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12,
2023 and recent circular dated March 28, 2025, circular no.
SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 your Company
provides the prescribed disclosures in new reporting
requirements on Environmental, Social and Governance
('ESG') parameters called the Business Responsibility and
Sustainability Report ('BRSR') which includes performance
against the nine principles of the National Guidelines on
Responsible Business Conduct and the report under each
principle which is divided into essential and leadership
indicators, forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

As required under Regulation 23(1) of the Listing
Regulations, your Company has formulated a policy
on dealing with Related Party Transactions. The Board
approved amendment to the RPT Policy at its Meeting
held on May 19, 2025. These changes were made to

incorporate the amendments to the Listing Regulations.
The Policy has been uploaded on your Company's website:
www.hindustanfoodslimited.com.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

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

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

a) The Two more Warrants holders of the Preferential
issue named Malabar Select Fund, Qualified
Institutional Buyers ('QIB'), Non-Promoter and Bay
Capital Holdings Limited, Non-Qualified Institutional
Buyers ('Non-QIB'), Non-Promoter, holding 9,15,331
(Nine Lakhs Fifteen Thousand Three Hundreds Thirty

One) and 10,64,018 (Ten Lakhs Sixty Four Thousand
Eighteen) Warrants respectively, had exercised their
options aggregating to 19,79,349 (Nineteen Lakhs
Seventy Nine Thousand Three Hundred and Forty
Nine) for the conversion into equivalent number of
Equity Shares having face value of Rs. 2/- (Rupees Two
Only) each of your Company and upon receipt of an
amount aggregating to Rs. 82,49,99,481.71/- (Rupees
Eighty Two Crores Forty Nine Lakhs Ninety-Nine
Thousand Four Hundred Eighty One and Seventy
One Paisa Only), being 75% of the balance amount
on the said Warrants, the Share Allotment Committee
of the Board of Directors of your Company at their
Meeting held on June 18, 2025, had allotted the
aforementioned Equity Shares having face value
of Rs. 2/- (Rupees two Only) each at a premium
of Rs. 561.90 per share to Non-QIB per share and
Rs. 544.25/- per share to QIB, respectively.

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

The Issued, Subscribed and Paid-up Share Capital
as on the date of this report after Conversion of
Convertible Warrants into Equity Shares and Forfeiture/
Cancellation of Warrants as mentioned above, stands
increased from existing Rs. 25,10,04,826/- (Rupees
Twenty-Five Crores Ten Lakhs Four Thousand Eight
Hundred Twenty Six Only) divided into 11,75,02,413
(Eleven Crores Seventy-Five Lakhs Two Thousand
Four Hundred Thirteen) Equity Shares of Rs. 2/-
(Rupees Two Only) each and 1,60,000 (One Lakhs
Sixty Thousand) 9% Redeemable Non-Convertible
Preference Shares of Rs. 100/- (Rupees One Hundred
Only) each to Rs. 25,49,63,524/- (Rupees Twenty-Five
Crores Forty Nine Lakhs Sixty Three Thousands Five
Hundred Twenty Four Only) divided into 11,94,81,762
(Eleven Crores Ninety Four Lakhs Eighty One
Thousand Seven Hundred Sixty Two) Equity Shares
of Rs. 2/- (Rupees Two Only) each and 1,60,000
(One Lakhs Sixty Thousand) 9% Redeemable Non¬
Convertible Preference Shares of Rs. 100/- (Rupees
One Hundred Only) each.

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

REPORTING OF FRAUDS BY AUDITORS

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) and Section
92 (3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual
Return of your Company for the Financial Year March 31,
2025 is uploaded on the website of your Company and
can be accessed at www.hindustanfoodslimited.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

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

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE

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

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

(ii) Management Discussion and Analysis Report;

(iii) Report on Corporate Governance and;

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

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

OTHER DISCLOSURES

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

• There was no change in the nature of business;

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

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

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

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

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

APPRECIATION AND ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Sameer R Kothari Ganesh T Argekar

Place: Mumbai Managing Director Executive Director

Date : August 8, 2025 DIN: 01361343 DIN: 06865379