YEAR IN RETROSPECT

Your Company has once again delivered record operational
performance, aligned with the Board's expectations and
guidance, delivering its highest-ever annual Profit After Tax
('PAT') of Rs.149.03 Crores and reinforcing its leadership
position in the industry.

Despite a challenging global environment marked by
geopolitical headwinds, elevated input and petrochemical
prices, and continued softness in FMCG consumption,
your Company achieved its highest-ever annual revenue
and profits, while continuing to strengthen existing
business relationships and its customer base. In addition,
it further expanded its operations by commercialising new
manufacturing facilities, integrating recent acquisitions and
diversifying its product portfolio into newer, higher-margin
areas, laying the foundation for sustained growth.

During the Financial Year 2025-26, consolidated revenue
from operations increased by approximately 17% over the
previous year, reaching Rs. 4,251.04 Crores, as compared
to Rs. 3,638.71 Crores (Restated) in the previous year, while
total income rose to Rs. 4,264.69 Crores from Rs. 3,655.77
Crores for the previous year. Consolidated EBITDA grew

by 20% to Rs. 377.00 Crores from Rs. 315.30 Crores for the
previous year, and Consolidated PAT grew by 29%, rising
to Rs.149.03 Crores from Rs. 115.26 Crores in the previous
year.

This performance demonstrates your Company's resilience
and its ability to deliver consistent, compounding growth,
despite challenging global conditions and continued
slowdown in FMCG consumption, with revenue, EBITDA,
PBT and PAT recording a compound annual growth rate
of 20%, 34%, 30% and 35% respectively over the last four
years (FY22 to FY26).

Your Directors are pleased to inform you that HFL
Multiproducts Private Limited ('HMPL'), Wholly-Owned
Subsidiary of your Company, continued to scale up its
plant operations during the year under review, having
successfully integrated the business undertaking acquired
from MMG Enterprises Private Limited at IDCO Plot No
B/6, Food Processing Park, Makundaprasad, District
Khurda, Odisha, which is engaged in the manufacturing,
processing, and packaging of bottled water and associated
components. During the year under review, HMPL
reported a turnover of Rs. 21.52 Crores, as compared to
Rs.13.53 Crores in the previous Financial Year, and a Net
Loss of Rs. 3.89 Crores for the year, as compared to Net
Loss of Rs. 3.13 Crores in the previous Financial Year.

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, 2026. During
the year, HCPPL further strengthened its footprint in the
Ice Cream contract manufacturing business, including
through the acquisition of one ice cream cone and
one sleev manufacturing facilities at Sinnar, Nashik, for
a consideration of Rs. 26.25 Crores. HCPPL reported
total revenue from operations of Rs. 326.47 Crores, as
compared to Rs. 229.90 Crores in the previous year, and
recorded highest -ever PAT of Rs. 23.03 Crores for the year
under review, as compared to PAT of Rs. 3.95 Crores in the
previous year. 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') continued to strengthen the
Company's presence in the Color Cosmetics segment
during the year under review an important part of our
consumer product portfolio. ACPPL reported a highest-
ever turnover of Rs. 135.51 Crores for Financial Year
2025-26, as compared to turnover of Rs.131.02 Crores in
the previous Financial Year, and a PAT of Rs. 6.19 Crores,
as compared to PAT of Rs. 5.16 Crores in the previous year.
With this 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 wholly-owned subsidiary of your
Company is significantly engaged in the OTC Healthcare
and Wellness sector, continued its growth momentum.
HHWPL reported a turnover of Rs. 129.48 Crores, up
from Rs. 92.99 Crores in the previous year, and a PAT of
Rs. 3.79 Crores, compared to PAT of Rs. 9.38 Crores in
the prior period. Your Directors remain confident that this
subsidiary 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'), now
a Material Wholly-Owned Subsidiary of your Company,
engaged in the manufacturing and supply of sports shoes
and sneakers, continued to scale the Company's footprint
in the footwear segment. KNS reported its highest-ever
turnover of Rs. 411.07 Crores in Financial Year 2025-26, as
compared to turnover of Rs. 390.91 Crores in the previous
Financial Year. KNS reported a Net Profit of Rs. 1.52 Crores
for the Financial year, as compared to a Net Loss of
Rs. 8.17 Crores in the previous Financial Year.

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, with
the management continuing to prioritise diversification
of the segment's customer base as a near-term lever to
mitigate raw-material price volatility.

Your Board is confident that customers will continue to 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's greenfield
ice cream project at 'Nashik', which commenced
commercial production in May 2025, was ramped up
further, enabling your Company to better leverage the
factory and enhance capacity to serve key customers.
Building on this, your Company also commissioned Phase
1 of a new greenfield ice cream facility at 'Panipat' in April
2026, further expanding its footprint in the ice cream
contract manufacturing business to serve customers in
North India.

During the year under review, the Scheme of Arrangement
involving the demerger of the Contract Manufacturing
Business (Nashik) of Avalon Cosmetics Private Limited
into the Company and the amalgamation of Vanity Case
India Private Limited with the Company, sanctioned by the
Hon'ble National Company Law Tribunal, Mumbai Bench,
on February 25, 2026, became effective from closing of
business hours on March 31, 2026, further consolidating
the Group's FMCG contract manufacturing operations.

REVISION IN FINANCIAL STATEMENT(i) Merger Information - Nashik Manufacturing Unit of
Avalon Cosmetics Private Limited

The Scheme of Arrangement ('the Scheme'),
presented under Section 230 to 232 and other
applicable provisions of the Companies Act, 2013 read
with the rules prescribed thereunder, for the business
combination of Nashik Manufacturing Unit of Avalon
Cosmetics Private Limited ('ACPL') with your Company
was approved by the Hon'ble National Company
Law Tribunal (Mumbai Bench) vide its order dated
February 25, 2026 ('the NCLT Order'). The Certified
copy of the NCLT Order was filed with Registrar
of Companies on March 31, 2026. Consequently,
the Scheme become operative from closing of
business hours on March 31, 2026 and effective from
April 01, 2024 i.e. appointed date.

The said business combination has been accounted
under the 'pooling of interests' method in accordance
with Appendix C of Ind AS 103 'Business Combination'
and the previously issued financial statements of
the Company for the year ended March 31, 2025
included in this statement have been restated to give
effect to the Scheme. All the assets and liabilities
of Nashik Manufacturing unit of ACPL have been
transferred to and vested in the Company at it's
carrying value w.e.f. April 01, 2024 and amount
Rs. 0.34 Crores is recorded as debit to the capital
reserve on account of the Scheme. In consideration
of business combination, the Company will allot
16,80,939 equity shares Rs. 2 each credited as fully
paid-up shares of the Company to the shareholders
of ACPL for each equity share held in ACPL. The same
is presented as "Share Pending Issuance" under "Other
Equity" as at April 01, 2024.

Pursuant to the business combination between
Nashik Manufacturing Unit of ACPL and the Company
with effect from April 01, 2024, the profit attributable
to the equity shareholders for the comparative year
has been restated to include the figures of Nashik
Manufacturing unit of ACPL. Accordingly, as per the
requirement of the IND AS 33 'Earnings Share', the Basic
and Diluted earnings per share of the comparative
year has been restated taking into consideration the
equity shares issued to the shareholders of ACPL.
Further, the current tax and deferred tax amounts in
the comparative year has been restated owing to the
said business combination.

(ii) Amalgamation Information - Vanity Case India
Private Limited ('VCIPL')

The Scheme of Arrangement ('the Scheme'),
presented under Section 230 to 232 and other
applicable provisions of the Companies Act, 2013
read with the rules prescribed thereunder, for the
amalgamation of Vanity Case India Private Limited
('VCIPL') with the Company was approved by the
Hon'ble National Company Law Tribunal (Mumbai
Bench) vide its order dated February 25, 2026 ("the
NCLT Order"). The Certified copy of the NCLT Order
was filed with Registrar of Companies on March 31,
2026. Consequently, the Scheme become operative

from Closing of business hours on March 31, 2026 and
effective from October 1, 2024 i.e. appointed date.

SHARE CAPITALCHANGE IN CAPITAL STRUCTURE

During the year under review, in accordance with the
Order dated February 25, 2026 of the Hon'ble National
Company Law Tribunal ('NCLT'), in the matter of Scheme
of Arrangement between Avalon Cosmetics Private Limited
('the Demerged Company' or 'ACPL') and Vanity Case
India Private Limited ('the Transferor Company' or 'VCIPL')
and your Company ('the Transferee Company' or the
Resulting Company' or 'HFL' or 'the Company') and their
respective shareholders ('the Scheme'), your Company's
Authorised Share Capital stands increased from existing
Rs. 55,15,22,530/- (Rupees Fifty Five Crores Fifteen Lakhs
Twenty Two Thousand Five Hundred and Thirty Only)
divided into 26,57,61,265 (Twenty Six Crores Fifty Seven
Lakhs Sixty One Thousand Two Hundred 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 to
Rs. 55,40,22,530/- (Rupees Fifty Five Crores Forty Lakhs
Twenty Two Thousand Five Hundred and Thirty Only)
divided into 26,70,11,265 (Twenty Six Crores Seventy Lakhs
Eleven Thousand Two Hundred 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.

Your Company's Authorised Share Capital as on the date
of this report is Rs. 55,40,22,530/- (Rupees Fifty Five Crores
Forty Lakhs Twenty Two Thousand Five Hundred and Thirty
Only) divided into 26,70,11,265 (Twenty Six Crores Seventy
Lakhs Eleven Thousand Two Hundred 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, named Malabar Select Fund,
Qualified Institutional Buyers, Non-Promoter, holding
9,15,331 Warrants having face value of Rs. 2/- (Rupees
Two Only) each at a premium of Rs. 544.25/- (Rupees
Five Hundred Forty Four and Twenty Five Paisa Only) per
share and Bay Capital Holdings Limited, Non-Qualified
Institutional Buyers, Non-Promoter, holding 10,64,018

Warrants having face value of Rs. 2/- (Rupees Two Only)
each at a premium of Rs. 561.90/- (Rupees Five Hundred
Sixty One and Ninety Paisa Only) per shares, had exercised
their options aggregating to 19,79,349 (Nineteen Lakhs
Seventy Nine Thousand Three Hundred and Forty Nine)
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. 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 your Board of Directors of
your Company at their Meeting held on June 18, 2025, had
allotted 19,79,349 Equity Shares having face value of Rs. 2/-
(Rupees Two Only) each to Malabar Select Fund and Bay
Capital Holdings Limited.

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

As on March 31, 2026, your Company's Issued, Subscribed
and Paid-up Share Capital, 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.

As at March 31, 2026, no warrants were outstanding for
conversion into Equity Shares.

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 your Company and its Subsidiary Companies.
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, your Company obtained
the approval and Order dated February 25, 2026, from the
Hon'ble NCLT, Mumbai Bench, sanctioning the Scheme of
Arrangement under Section 230-232 and other applicable
provisions of the Act, the Scheme was between (i) Avalon
Cosmetics Private Limited ('the Demerged Company' or
'ACPL'), (ii) Vanity Case India Private Limited ('the Transferor
Company' or 'VCIPL') and (iii) Your Company ('the
Transferee Company' or the Resulting Company' or 'HFL'
or 'the Company'). The Scheme interalia provides for i) De¬
Merger of Nashik business of ACPL with your Company
and ii) Merger of VCIPL with your Company. The appointed
date was April 01, 2024 for the Demerged Company and
October 01, 2024 for the Transferor Company with your
Company and the Scheme became effective on closing of
business hours on March 31, 2026.

Further, your Company had entered into a Business
Transfer Agreement ("BTA") on March 23, 2026 with
M/s. Ultra Beauty Care Private Limited and its authorised
representatives, for acquisition of manufacturing facility of

Ultra Beauty Care Private Limited situated at C-15, Five Star
Industrial Area MIDC Shendra, Aurangabad, Maharashtra,
India - 431201 Which is engaged in the business of contract
manufacturing of comprehensive range of ayurvedic,
herbal beauty care and cosmetic products on a slump sale
and going concern basis as per conditions set out in BTA.

During the year under review, your Company had
entered into Share Subscription Agreement ("SSA") on
August 21, 2025 with Asar Green Kabadi Private Limited
("Asar Green") and its Promoters to acquire 24,643 Series
B Compulsorily Convertible Preference Shares ("CCPS")
aggregating to 25.07% Share Capital (on a fully diluted basis)
of Asar Green, subject to completion of the conditions
precedent as set out in the SSA.

During the year under review, HFL Consumer Products
Private Limited "HCPPL", a Wholly Owned Subsidiary
Company of your Company, entered into a Business
Transfer Agreement ("BTA") on November 11, 2025 with
M/s. Ashish Industries and M/s. Vijay and its partners and
sole traders, for acquisition of manufacturing facility of
Ashish Industries situated at Plot No G-21, MIDC, Malegaon,
Sinnar, Nashik, and M/s. Vijay situated at Plot No. A -42,
MIDC, Malegaon, Sinnar, Nashik ('Business Undertaking'),
which are engaged in the business of the Ice-Cream cone
manufacturing and sleeves printing and packaging of
cones plants ("Undertaking") on a slump sale and going
concern basis as per conditions set out in BTA.

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

During the year under review, the Shareholders of
your Company approved the Employee Stock Option
Scheme 2025 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 Secretaries, 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 your Company at www.
hindustanfoodslimited.com.

Further, during the year under review, 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 your Company and its Subsidiary Companies.

The disclosures in compliance of Regulation 14 of the SEBI
SBEBSE Regulations, to the extent applicable, are available on
your 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
2026-2027 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, 2026, 97.94% 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. ISO 45001: 2018 - Occupational Health & Safety
Management System

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

6. I SO 22716: 2007 - Quality Management Systems
Cosmetics

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

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

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

10. USFDA (United States Food and Drug Administration)
Registration

11. Russia Federation

12. WHO - Good Manufacturing Practices - Oral Liquid

13. WHO - Good Manufacturing Practices - Tablets &
External Preparation

14. Good Manufacturing Practices Certificate - Cosmetic
Manufacturing

15. Good Manufacturing Practices Certificate - Ayush
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, 2026.

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, cone
manufacturing, sleeves printing and cone packaging.

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')
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
products and also engaged in the business of OTC
Healthcare and Wellness segment as a Contract
Manufacturer.

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
Whoiiy-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 was a material subsidiary of
your Company as per the Listing Regulations.

During the year under review, your Company had
entered into Share Subscription Agreement ("SSA") on
August 21, 2025 with Asar Green Kabadi Private Limited
("Asar Green") and its Promoters to acquire 24,643 Series
B Compulsorily Convertible Preference Shares ("CCPS")
aggregating to 25.07% Share Capital (on a fully diluted
basis) of Asar Green. After the said acquisition, Asar Green
has become an Associate Company of your Company
with effect from August 21, 2025. Asar Green is into the
business of waste management, scrap collection, recycling
solutions, and circular economy services.

Your Company monitors the performance of all 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, KNS Shoetech Private
Limited identified as Material Subsidiary of your Company
with effect from May 19, 2025. Your Company's Policy
for determining Material Subsidiary is available on your
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 your Company.
The statements are also available on your 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) that in the preparation of the Annual Accounts, the
applicable Accounting Standards have been followed
along with the proper explanation relating to material
departures;

(b) that such accounting policies as mentioned in Notes
to the annual accounts have been selected and
applied consistently and judgement and estimates
have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as at March 31, 2026 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 PERSONNELDIRECTORSRESOLUTIONS 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 Shrinivas Dempo (DIN: 00043413) Non¬
Executive, Non-Independent Director of your Company,
retires by rotation at the ensuing Annual General Meeting
and being eligible, Mr Shrinivas Dempo 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 2025-2026.
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 your 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 5 (Five) times viz. on May 19, 2025,
August 8, 2025, October 15, 2025, November 12, 2025 and
February 10, 2026. 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 2025-2026, the Independent
Directors of your Company met twice on May 19, 2025
and November 12, 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

The Audit Committee comprises of 3 (Three) Members,
out of which 2 (Two) are Independent Directors. Mr Shashi
K Kalathil, Independent Director, serves as the Chairman of
the Committee. 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

The Nomination and Remuneration Committee comprises
of 3 (Three) Members out of which 2 (Two) are Independent
Directors. 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. Mr Neeraj
Chandra, Independent Director, 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. Mr Sameer
Kothari, Managing Director, serves as the Chairman of the
Committee. 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.
Mr Sameer Kothari, Managing Director, serves as the
Chairman of the Committee. 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.

SHARE ALLOTMENT COMMITTEE

The Share Allotment Committee comprises of 4 (Four)
Members out of which 1 (One) is Independent Director.
Mr Shashi K Kalathil, Independent Director, serves as
the Chairman of the Committee. Mr Sameer Kothari, Mr
Ganesh Argekar and Mr Mayank Samdani 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 Share Allotment Committee are provided in Corporate
Governance Report which forms part of this Annual Report.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH
PREFERENTIAL ALLOTMENT

Your Company had raised Rs. 175 cr against receipt of
being 25% upfront money against preferential issue of
warrant and received 75% of the balance amount against

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, 2026 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 41^st Annual General Meeting
and up to the date of the ensuing Annual General Meeting
during the business hours on working days.

AUDITORS1. Statutory Auditors

Pursuant to the requirements of Section 139(2) of
the Companies Act, 2013 ('the Act'), M/s M S K A &
Associates LLP, 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 37^th Annual
General Meeting held on September 22, 2022 till the
conclusion of the 42^nd Annual General Meeting to be
held in the FY 2026-2027. As per notification issued by
the Ministry of Corporate Affairs dated May 07, 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 4, 2026 has appointed

M/s Poddar & Co., Cost Accountants (Firm Registration
No: 101734) as the Cost Auditors of your Company
for the FY 2026-2027 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 2025-2026,
which requires any clarification or explanation.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Act and Regulation 24A of Listing Regulations,
CS Pankaj S Desai, Practicing Company Secretary (COP
no. 4098 & Membership no. 3398), were appointed
as Secretarial Auditors of the Company, for a term
of five consecutive years i.e. from FY 2025-2026 to
FY 2029-2030.

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.

The Secretarial Audit Report for the Financial Year
ended March 31, 2026 forms a part of this Annual
Report as Annexure III. The Secretarial Audit Report
and Secretarial Compliance Report for the Financial
year 2025-2026, does not contain any qualification,
reservation, or adverse remark.

As per the requirements of the Listing Regulations,
CS Pankaj S Desai, Practicing Company Secretary,
have undertaken Secretarial Audit of KNS Shoetech
Private Limited, Material Subsidiary of your Company
for the FY 2025-2026. The Secretarial Audit Report for
the Financial Year ended March 31, 2026 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 2025-2026 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 provides 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 05, 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 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, 2026 and the date of Board's
Report i.e. August 4, 2026 except;

Pursuant to the Scheme of Arrangement, your Company,
at the Meeting of the Share Allotment Committee of
the Board of Directors held on May 21, 2026, allotted
4,81,39,085 (Four Crores Eighty-One Lakhs Thirty-Nine
Thousand and Eighty-Five) fully paid-up Equity Shares of

face value of Rs. 2/- (Rupees Two Only) each, issued at par.
This allotment included shares issued against fractional
entitlements, and was made to the eligible Shareholders of
the Demerged Company and the Transferor Company in
accordance with the provisions of the Scheme.

The fractional entitlements arising under the Scheme in
respect of the Shareholders of the Demerged Company
and the Transferor Company were consolidated. The
corresponding Equity Shares were allotted to the Hindustan
Foods Limited - Fractional Shares Trust, for which Axis
Trustee Services Limited acts as the Trustee.

Subsequently, pursuant to allotment of 4,64,58,145 Equity
Shares to the eligible Shareholders of Transferor Company
and in accordance with Clause 19 and 21 of the Scheme,
4,64,58,145 Equity Shares held by Transferor Company
in the Company were cancelled upon the Scheme
becoming effective and equivalent number of shares were
allotted to the shareholders of the Transferor Company
in the proportion of their shareholding in the Transferor
Company.

The Issued, Subscribed and Paid-up Share Capital as on the
date of this report after the said allotment, stands increased
from existing 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 to Rs. 25,83,25,404/- (Rupees Twenty-Five Crores Eighty
Three Lakhs Twenty Five Thousands Four Hundred Four
Only) divided into 12,11,62,702 (Twelve Crores Eleven Lakhs
Sixty Two Thousand Seven Hundred 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.

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, 2026 is uploaded on the website of your Company
and can be accessed at www.hindustanfoodsUmited.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;

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.