HMA Agro Industries Ltd

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

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

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

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

2. REVIEW OF OPERATIONS:

e Standalone total income for the Financial Year ended 31st March, 2024 stood at _47061.99 Million as against the corresponding figures of previous Financial Year which stood atRs31716.29 Million representing growth of 48.38%. e Consolidated total income for the Financial Year ended 31st March, 2024 stood atRs48619.72 Million as against the corresponding figures of previous Financial Year which stood at Rs 32,560.91 Million representing growth of 49.32%.

For the financial year ending on March 31, 2024, HMA Agro Industries Ltd. reported a standalone profit before tax of Rs1,465.31 million. is reflects a decrease of 20.24% compared to the previous year?s profit before tax of Rs1,837.06 million. e reduction in profit margin was primarily attributed to the increased cost of raw materials and the negative impact of the Red Sea crisis. Adverse climatic conditions drove up raw material prices, while the Red Sea crisis led to a fourfold increase in freight charges.

For the financial year ending on March 31, 2024, the consolidated profit before tax stood at Rs1,331.57 million, reflecting a 23.28% decline from the previous year?s figure of Rs1,735.53 million. Similar to the standalone results, the consolidated profit margin was impacted by rising raw material costs and the ongoing Red Sea crisis. Adverse climatic conditions contributed to the increase in raw material prices, while the Red Sea crisis resulted in a fourfold increase in freight charges.

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

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

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

In addition to growing our global presence, we have made substantial progress in the B2B space. Our focused efforts on strengthening relationships with key business partners and stakeholders have yielded positive results, drove growth and opening new avenues for collaboration. ese developments reflect our continuous endeavor to adapt to market dynamics and seize emerging opportunities, solidifying our leadership in the meat processing and export industry. ese efforts underscore our dedication to sustainable growth and our vision of becoming a leading global meat exporter.

Looking ahead, we have set an ambitious target to achieve a revenue of USD 1 billion by 2027, with efforts underway to reach this milestone even sooner. ReRsecting our robust growth trajectory, during our initial public offering (IPO), we assured stakeholders that our revenue for the year 2024 would reach Rs4,000 crore. We are proud to announce that we have achieved this target ahead of schedule, positioning us as one of the largest food organizations in the industry and capital market.

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

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

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

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

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

3. TRANSFER TO RESERVES:

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

4. DIVIDEND:

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

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

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

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

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

5. STATE OF AFFAIRS AND MATERIAL EVENTS

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

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

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

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

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

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report Management Discussion and Analysis of financial performance and results of operations of the Company for the year under review, as stipulated in the Regulation 34(2)(e) of Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), giving detailed analysis of the overall industry structure, economic developments, performance and state of affairs of your Company?s business and material developments during the financial year 2023-24 is provided in a separate section and forms part of the Annual Report.

e matters pertaining to industry structure and developments, opportunities and threats, segment wise/ team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report.

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

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

7. MATERIAL EVENTS DURING THE FINANCIAL YEAR 2023_2024

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

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

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

e IPO witnessed strong participation from leading domestic and global institutional investors, NRIs, HNIs, and retail investors, which the Board acknowledges with gratitude. e Board also expresses their appreciation for the support received from regulatory authorities, BRLMs, Stock Exchanges, Depositories, legal counsels, consultants, auditors, and the employees of the Company, contributing to the resounding success of its maiden IPO. Listing and trading approvals were obtained from BSE and NSE on July 05, 2023 and July 03, 2023 respectively with the equity shares offcially listed on both Stock Exchanges on July 04, 2023.

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

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

ii) Initial Public Offering

e Board of Directors of your company had approved the proposal of the initial public issue of shares ("Equity Shares") of up toRs3,300.00 million at their meeting held on October 22, 2021 and the same was approved by the shareholders at their extra-ordinary general meeting held on November 22, 2021

e Initial Public Offer of your Company, comprising fresh issue of 2,564,102 equity shares aggregating to _1,500.00 million and offer for sale of 5,641,025 equity shares aggregating to _3,300 million opened for subscription (on June 19, 2023, closed on June 19, 2023, for anchor investors) on June 20, 2023, and closed on June 23, 2023. e Issue Price for the equity shares of _10 each was fixed at _585 per equity share pursuant to a resolution passed by the Board on May 26, 2023.

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

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

Your Company received listing and trading approvals from BSE and NSE on July 4, 2023. e Equity Shares were listed on the Stock Exchanges on July 4, 2023.

iii) Split/Sub-Division of Equity Shares

During the period under review, the Board of Directors of HMA Agro Industries Ltd. approved the sub-division/ split of the Company?s equity shares. is decision entailed the subdivision of 1 (one) equity share with a face value of _10.00 (Rupees Ten only) each, fully paid-up, into 10 (ten) equity shares with a face value of _1.00 (Rupee One only) each, fully paid-up.

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

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

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

1. Improvement in Liquidity: e subdivision will enhance the liquidity of the Company?s shares.

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

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

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

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

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

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

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

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

9. CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

e respective Boards of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Such financial statements have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforestated.

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

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

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

During the year under review there has been no change in the nature of the business of the Company.

1. e Company has issued and allotted 8,20,5,127 equity shares of _10 each at a premium of _575/- per share thereby raisingRs3,300 million through an IPO on June 28, 2023. e Company has taken necessary approvals of the Board and Shareholders.

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

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

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

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

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

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

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

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

During the financial year 2023-24, HMA Agro Industries Limited demonstrated its commitment to social welfare and environmental sustainability through various impactful CSR initiatives. A total of approximately _30.70 million was allocated towards these activities.

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

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

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

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

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

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

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

a. Board of Directors

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

e Board of the Company is duly constituted. As on March 31, 2024, your Company?s Board had six (6) directors comprising of ree Executive Directors, ree Non-Executive Independent Directors including a woman director. e details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report. None of the directors of the Company are disqualified under the provisions of the Act or under the SEBI Listing Regulations.

b. Board Diversity

e Company has a truly diverse Board that includes and makes good use of diversity in skills, regional and industry experience, background, race, gender, ethnicity, and other distinctions among directors. is diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of skills, experience, independence and knowledge that the Board as a whole requires to be effective.

c. Independent Directors

Your Company has received declarations from all the Independent Directors of your Company, confirming that:

i) they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015;

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

(B) Statement Regarding Board Opinion with Integrity, Expertise and Experience (Including Pro_ciency) of the Independent Director:

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and that the Independent Directors appointed possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity and therefore the Board is satisfied of the integrity, expertise, and experience (including pro_ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

e Independent Directors have also confirmed that they have complied with the Company?s code of conduct.

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

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

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

Updatesonrelevantstatutorychangesencompassing important laws are regularly intimated to the Independent Directors.

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

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, A meeting of the Independent Directors was held on 30^th March, 2024 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company Management and the Board that would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in the meeting. Further, the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

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

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

Mohammad Mehmood Qureshi was appointed as an Additional Executive Director of the Company, effective February 08, 2024.

Abhishek Sharma was appointed as an

Additional Non-Executive Independent Director of the Company effective October 24, 2023. Subsequently, his appointment was regularized as a Non-Executive Independent Director, effective December 10, 2023, for a term of five consecutive years, commencing from October 24, 2023. He will not be subject to retirement by rotation during this term.

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

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

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

iii. Changes in Directors Between the Date of e Board Report and End of Financial Year:

Regularization/Change in Designation of

Mohammad Mehmood Qureshi as Managing

Director of the company w.e.f 03^rd May, 2024 for term of five consecutive years commencing from 03^rd May, 2024 liable to retire by rotation.

iv. Statement regarding opinion of the Board with regards to integrity, expertise and experience (including the pro_ciency) of the Independent Directors appointed during the year

In the opinion of the Board, the Independent Directors, Mr. Gaurav Rajendra Luthra, Mrs. Bhumika Parwani and Mr. Abhishek Sharma possess requisite integrity, expertise, experience and pro_ciency.

v. Retirement By Rotation & Subsequent ReAppointment:

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

vi. Key Managerial Personnel as at the end of FY24

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

vii. Changes in composition Key Managerial Personnel

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

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

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

viii. Details of Board of Directors at the end of financial year i.e 31^st March, 2024.

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

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

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

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

e performance of individual directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge, and understanding of relevant areas, and responsibility towards stakeholders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A. Criteria for making payments to Non-Executive Directors

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

e Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for each Director based on the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings. e criteria of making payments to non-executive directors are also available on the website of the Company – https://www.hmagroup.co/wp-content/ uploads/2023/07/2.-Criteria-of-making-payments-to-non-executive-directors-if-the-same-has-not-been-disclosed-in-annual report.pdf

B. REMUNERATION POLICY

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

e policy also provides the criteria for determining

Qualifications, positive attributes and Independence of

Directors and criteria for appointment of Key Managerial Personnel, Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

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

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

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

Audit Committee;

Nomination & Remuneration Committee; Risk Management Committee; Stakeholders Relationship Committee; CSR Committee

During the year, all recommendations made by the Committees were approved by the Board. e composition of the Committees, roles and responsibilities and meetings held, as per the applicable provisions of the Act and rules made thereunder, and SEBI (LODR) Regulations, and such other related details are disclosed separately in the Corporate Governance Report which forms part of the Annual Report.

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

During the year under review, fourteen (14) meetings of the Board of Directors were held in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. e maximum gap between any two meetings was within the stipulated time period as prescribed under the Act and SEBI (LODR) Regulations. e details of the meetings of the Board of Directors of the Company during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report. e Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

Pursuant to Section 129(3) of the Companies Act, 2013 the Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms a part of the Annual Report.

In accordance with Section 136 of the Companies Act, 2013 the Financial Statements of the Subsidiary Companies are available for inspection by the Members at the Registered Office of the Company during Business Hours on all days except Saturdays, Sundays and Public Holidays up to the date of the Annual General Meeting "AGM". Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company.

At the close of the financial year under review, following entities serve as subsidiaries/associates of the company:

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

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

a. Material Subsidiary

e Company has formulated a policy on identification of material subsidiary in line with Regulation 16(1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Company?s website.

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

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

b. Notes on Subsidiary

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

Your Company?s Policy for determination of a material subsidiary, as adopted by your Board, in conformity with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on your Company?s corporate website at www.hmagroup.co.

c. Name of Companies Which Have Become or Ceased to Be Subsidiaries, Joint Ventures & Associates Companies:

During the year under report, none of the Companies became or ceased to be its subsidiary, joint venture & associates.

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

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

Additionally, the annual return for the Financial Year 2023- 24 will be submitted to the Ministry of Corporate Affairs within the stipulated timelines post Annual General Meeting and subsequently, a copy of the filed Annual return will be made available on the company?s website.

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

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

25. AUDITORS a. Statutory Auditors

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

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

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

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

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

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

b. Internal Auditors

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

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

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

c. Secretarial Auditors

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

d. Cost Records and Audit

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

REPORT a. Auditor?s Report:

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

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

b. Secretarial Auditors? Report

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

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

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

c. Secretarial Audit for Material Subsidiaries:

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

d. Certificate from Company Secretary in practice

e Company had sought a certificate from the M/s. R.C Sharma & Associates, Secretarial Auditor of the Company confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/ MCA or any other such statutory authority.

e Certificate on Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C, Clause 10 (i) of the SEBI Listing Regulations is published in the Annual Report. Kindly refer to Annexure-A to Corporate Governance Report.

e. Instances of fraud reported by the Auditors

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

f. Annual Secretarial Compliance Report

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

In accordance with the SEBI Circular dated February

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

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

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

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

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

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

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

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

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

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

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

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

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

ii) e directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, statement of Profit & Loss, statement of changes in equity and statement of cash flows of the Company for the year ended March 31, 2024;

iii) e directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) e Directors had prepared the annual accounts of the Company on a ‘going concern? basis.

v) e Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are reasonably adequate and operating effectively; and

vi) e Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are reasonably adequate and operating effectively.

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

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

During the year under review:

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

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

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015, the Board has approved a policy on related party transactions. e policy on related party transactions has been placed on the Company?s website at https://www.hmagroup.co/wp-content/uploads/2024/03/ Policy-on-Related-Party-Transaction.pdf. Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the transactions with the related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on dealing structure of Related Party Framework adopted by the Company.

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

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

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

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

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

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

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

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

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

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

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

Further during the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

e information as required to be provided under Schedule V Para C Clause 10 (m) of the SEBI Listing Regulations forms a part of the report on Corporate Governance enclosed with the Annual Report.

e information as required to be provided under Schedule V Para C Clause 10 (n) of the SEBI Listing Regulations forms a part of the report on Corporate Governance enclosed with the Annual Report.

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

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

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

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

A. Risk Management Policy

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

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

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

PursuanttoRegulation34(3)ofSecuritiesandExchangeBoard of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate on Compliance of mandatory requirements from the Practicing Company Secretary towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure I.

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

Additionally, the necessary Certificate from M/s. R.C Sharma

& Associates., Company Secretaries, afirming compliance with Corporate Governance conditions, is annexed along with the Corporate Governance Report.

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

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

In terms of Regulation 34(2)(f) of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" (‘BRSR?). e BRSR seeks disclosure on the performance of your Company against nine principles of the "National Guidelines on Responsible Business Conduct" (‘NGRBCs?).

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

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

e Company?s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depositories Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. e Company has been allotted ISIN No.

INE0ECP01024. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

ere has been no application under Securities and Exchange Board of India (settlement proceedings) regulations, 2018 during the financial year to which the financial statements of the Company relate and the date of the report.

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

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

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

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

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

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

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

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

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

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

e requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

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

e Company has adopted an Anti-Sexual Harassment Policy in accordance with e Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. is policy is designed to safeguard employees in the workplace and address and resolve issues related to sexual harassment and related matters. An Internal Complaints Committee (ICC) has been established to handle complaints regarding sexual harassment. All employees, including permanent, contractual, temporary, and trainees, are covered under this policy.

e Board afirms that during the financial year under review, no cases or complaints were filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

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

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

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

a) Deposits covered under Chapter V of the Act; b) Issue of equity shares with differential rights as to dividend, voting or otherwise; c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme; d) Raising of funds through preferential allotment or qualified institutions placement; e) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

f) Technology and Quality: Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various Quality and Product Safety certifications such as the internationally recognized

ISO 9001:2015 certificate, ISO 22000:2018 certificate, HACCP Certification (Hazard Analysis and Critical Control Point) Based upon Codex Alimentarius General Principles of Food Hygiene CXC 1-1969 (2020) and Food Safety System Certification FSSC 22000 for its plants located at Aligarh, Agra, Punjab, Unnao, Haryana and Prabhani.

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

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

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

i) Credit Rating

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

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

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

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

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

1. APPRECIATION & ACKNOWLEDGEMENT

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

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

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

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

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