Your Board of Directors are pleased to present the 18th
Annual Report of HMA Agro Industries Limitedalong with
the Audited Financial Statements for the Financial Year ended
March 31, 2026 ('FY 2025-26').

1. FINANCIAL PERFORMANCE

The Audited Standalone & Consolidated Financial
Statements of the Company for the FY ended March

31, 2026, have been prepared in accordance with the
applicable Indian Accounting Standards (IND AS), in
compliance with Companies Act, 2013 and in compliance
with Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
(LODR) Regulations"). These financial statements
present a true and fair view of the Company’s financial
position and performance for the year.

The key performance highlights and a summary of
the Company's financial statements for the year are
presented below:

Summary of Standalone and Consolidated Financial Statements

(T in Million Except EPS)

2. COMPANY'S PERFORMANCE/ STATE OF AFFAIRS OF
THE COM PANY

The Company delivered another year of robust growth,
operational excellence and improved profitability
during FY 2025-26. Demonstrating resilience and
agility, it successfully navigated a dynamic global
business environment while capitalising on emerging
market opportunities. During the year, the Company
achieved its highest-ever revenue from operations,
reflecting the strength of its business model, diversified
product portfolio and expanding global presence.

The strong financial performance underscores the

Company's ability to sustain business momentum
through disciplined execution, operational efficiencies
and an unwavering commitment to quality. Supported
by healthy customer demand across key export
markets, strategic initiatives and a resilient supply
chain, the Company continued to strengthen its
market position while creating long-term value for ail
stakeholders.

Performance at Standalone Level

During the financial year 2025-26, your Company
reported standalone revenue from operations of
T67,689.16 million, registering a 39.22% growth over

^48,621.43 million in the previous financial year. This
represents the highest-ever revenue from operations
in the history of the Company, reflecting the strength
of its business model, diversified product portfolio and
expanding global presence.

The Company's Profit Before Tax (PBT) stood at
^1,718.50 million, compared to ^908.24 million in the

previous year, representing a robust increase of 89.21%,
while Net Profit increased by 111.24% to ^1,271.07
million from ^601.73 million in the previous financial
year.

The exceptional financial performance was driven by
strong demand across key export markets, improved
product realisations, enhanced operational efficiencies,
prudent cost optimisation, an improved product mix
and disciplined execution across the value chain. The
Company also strengthened its presence in existing
markets while expanding into new geographies,
supported by its unwavering commitment to quality, food
safety and customer satisfaction.

Despite persistent inflationary cost pressures, elevated
freight and logistics expenses, volatility in input costs
and geopolitical uncertainties affecting global trade,
the Company demonstrated remarkable resilience by
maintaining uninterrupted operations and delivering
record financial performance. The continued trust and
confidence reposed by customers, business partners,
financial institutions and investors enabled the Company
to successfully navigate these challenges and reinforce
its position as one of India's leading integrated food
processing and export companies. The management

remains committed to creating sustainable long-term
value for all stakeholders through operational excellence,
innovation, prudent risk management and responsible
business practices.

Performance at Consolidated Level

For the financial year ended March 31, 2026, your
Company's revenue from operations on a consolidated
basis stood at ^69,164.95 million, reflecting a 34.75%
year-on-year growth over ^51,330.17 million in the
previous financial year. This robust performance was
driven by sustained demand across key export markets,
improved product realisations, enhanced operational
efficiencies and the continued contribution of the
Company's diversified business portfolio.

The consolidated Profit Before Tax (PBT) for the year
increased to ^2,177.43 million from ^1,256.04 million

in the previous financial year, registering a growth of
73.36%. The consolidated Profit After Tax (PAT) stood
at ^1,651.86 million, compared to ^876.90 million in

the previous financial year, representing an increase of
88.38%.

The strong consolidated performance was underpinned
by disciplined cost management, an improved product
mix, enhanced operating leverage, efficient supply
chain management and continued focus on value-added
products. Despite geopolitical uncertainties, elevated
logistics costs and a dynamic global trade environment,
the Company maintained operational resilience and
capitalised on opportunities across its key international
markets. The continued confidence of customers,
business partners, financial institutions and investors,

coupled with the Company's unwavering commitment to
quality, food safety and operational excellence, enabled it
to deliver another year of strong growth and sustainable
value creation.

The Management Discussion and Analysis Report, forming
part of this Annual Report, contains a detailed review of
the Company's operational and financial performance,
industry developments, business outlook, opportunities,
risks, key financial ratios and future growth prospects,
and should be read in conjunction with the standalone
and consolidated financial statements.

3. KEY DEVELOPMENTS AND STRATEGIC INITIATIVES
OR MATERIAL EVENT(S)

i)    New Export Market Approvals

During the financial year under review, the Company
achieved a significant milestone by securing
regulatory approvals for two of our integrated
meat processing plants to export frozen buffalo
meat to Saudi Arabia, Vietnam, and Malaysia.
These approvals reflect the Company's continued
commitment to maintaining international quality,
food safety, and regulatory compliance standards
required by global markets.

The addition of these export destinations is expected
to strengthen the Company's international presence,
diversify its geographical market portfolio, and
enhance its ability to cater to the growing demand
for high-quality frozen buffalo meat across key
overseas markets. This development reinforces
the Company's long-term strategy of expanding its
global footprint while creating new opportunities for
sustainable growth and value creation.

ii)    Proposed Shifting of Registered Office

Subsequent to the close of the financial year, the
Company initiated the process for shifting its
Registered Office from the State of Uttar Pradesh
to the National Capital Territory (NCT) of Delhi,

subject to the necessary statutory approvals under
the provisions of the Companies Act, 2013.

In this regard, the Company has filed the requisite
petition before the Hon'ble Regional Director
(Northern Region), Directorate-I, New Delhi.
Simultaneously, the requisite notices and documents
have been filed with the Chief Secretary, Government
of Uttar Pradesh, Lucknow, and the Registrar of
Companies, Uttar Pradesh, Noida, in accordance with

the applicable provisions of the Companies Act, 2013
and the rules made thereunder.

As on the date of this Report, the matter is pending
consideration before the Hon'ble Regional Director,
and the approval order is awaited. The Company
shall undertake the consequential filings and
complete the shifting process upon receipt of the
requisite approval.

iii) Achievement of Minimum Public Shareholding

During the period under review, the Company
successfully achieved compliance with the Minimum
Public Shareholding (MPS) requirements prescribed
under Rule 19A of the Securities Contracts
(Regulation) Rules, 1957 read with the applicable
provisions of the Securities and Exchange Board of
India (SEBI) Regulations.

In order to achieve the prescribed minimum public
shareholding of 25%, the Promoter and Promoter
Group diluted a portion of their shareholding
through the Offer for Sale (OFS) through the Stock
Exchange Mechanism, in accordance with SEBI
Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18
dated 03 February 2023 and other applicable
statutory provisions.

Pursuant to the successful completion of the Offer
for Sale, the shareholding pattern of the Company
stands as follows:

* Face Value (F.V.) of each Equity Share: ^1/- each.

The successful achievement of the Minimum Public
Shareholding requirement demonstrates the
Company's continued commitment to regulatory
compliance, adherence to good corporate governance
practices and enhancement of liquidity and wider
public participation in the Company's equity share
capital.

The financial year 2025-26 was characterized
by disciplined execution, operational resilience
and sustained growth. The Company recorded its

highest-ever revenue while improving profitability,
expanded its presence across international markets,
strengthened relationships with existing customers
and welcomed new global buyers. Continued
diversification into allied food businesses, enhanced
operational efficiencies, better capacity utilization
and effective supply chain management further
strengthened business performance.

Throughout the year, the Company maintained its
unwavering focus on food safety, quality assurance and
regulatory compliance, while successfully navigating
geopolitical developments, freight cost volatility
and supply chain disruptions. Supported by strong
corporate governance, responsible business practices
and a long-term strategic vision, the Company further
strengthened its position as a trusted global food
supply partner.

4. BUSINESS OVERVIEW, STRATEGIC DEVELOPMENTS
AND FUTURE OUTLOOK

Financial Year 2025-26 marked a significant milestone
in the growth journey of HMA Agro Industries
Limited. Despite an evolving global trade environment
characterised by geopolitical uncertainties, changing
trade dynamics, higher logistics costs and volatility
across international markets, the Company delivered one
of its strongest operational and financial performances
since inception.

The year demonstrated the resilience of the Company's
business model, the strength of its integrated export
operations, and the confidence reposed by customers
across global markets. Supported by an experienced
management team, well-established procurement
network, advanced processing infrastructure and an
unwavering commitment to food safety and quality,
the Company successfully converted emerging global
opportunities into sustainable business growth.

The Company continued to strengthen its position as one
of India's leading exporters of frozen buffalo meat while
simultaneously expanding its presence across other
food categories, thereby creating a more diversified and
resilient export portfolio.

BUSINESS OVERVIEW

HMA Agro Industries Limited is one of India's leading
integrated food processing and export companies with an
established presence across the global food supply chain.
Over the years, the Company has built a reputation for

delivering safe, high-quality and reliable food products to
customers across more than 40 countries spanning the
Middle East, Asia, Africa and other international markets.

Food security has emerged as one of the foremost priorities
for governments and consumers across the world. Growing
populations, changing dietary preferences, increasing
urbanisation and evolving geopolitical developments have
significantly enhanced the importance of dependable food
supply chains. In this changing global environment, trusted
food exporters with strong quality standards, regulatory
compliance and uninterrupted supply capabilities have
assumed greater significance.

The Company continues to play an important role in
supporting global food security by supplying high-quality
frozen buffalo meat and other food products while
maintaining the highest standards of hygiene, traceability
and food safety. Its products are manufactured under
stringent quality control systems and comply with
internationally accepted food safety protocols, enabling
the Company to meet the requirements of diverse export
destinations.

Alongside its flagship frozen buffalo meat business,
the Company has steadily expanded into seafood, pet
food, basmati rice, fruits & vegetables and finished
leather, enabling it to serve a wider customer base
while improving business resilience through product
diversification.

The Company continues to market its products under
well-recognised brands including HMA, BLACK
GOLD, KAMIL, FRESH GOLD, HMA GREEN GOLD and
DARLING PETS, each representing quality, consistency
and reliability in their respective product categories.

During the year under review, the Company achieved its
highest ever revenue and export performance, reflecting
the growing confidence of global customers, increasing
demand across key export markets and the Company's
ability to efficiently manage supply chain challenges.

OUR LEGACY

The foundation of HMA Agro Industries Limited is built
upon more than four decades of experience in the
food processing and export industry. Throughout this
journey, the Company has consistently focused on quality,
integrity, customer satisfaction and responsible business
practices.

Over the years, HMA has established long-standing
relationships with customers, distributors and business

partners across multiple international markets by
consistently delivering products that meet stringent
global quality and regulatory standards.

The Company's strong legacy is supported by:

X an extensive procurement and sourcing network;

X modern processing and cold chain infrastructure;
xinternationally recognised quality certifications;
x experienced management and technical professionals;
x long-standing customer relationships across global
markets; and

x an unwavering commitment to food safety, product
quality and ethical business practices.

This legacy continues to strengthen the Company's
competitive position and provides a solid foundation for
sustainable long-term growth.

OPERATIONAL STRENGTHENING DURING THE YEAR

The Company continued to enhance its operational
capabilities during the year through various strategic
initiatives aimed at improving processing capacity,
operational flexibility and customer servicing capabilities.

The facilities and strategic collaborations established in
the previous year continued to contribute significantly
during FY 2025-26 by strengthening the Company's
manufacturing ecosystem and enabling it to efficiently
meet growing customer requirements across export
markets.

The Company continued to utilise the third-party
processing facilities operated by M/s Marya Frozen
Agro Food Products Private Limited and M/s Nanak
Nutritions Food (Taloja) Private Limited under the
respective Facility Agreements entered into earlier.
These facilities complemented the Company's existing
manufacturing infrastructure and enhanced operational
flexibility by providing additional processing, freezing,
packaging, cold storage and dispatch capabilities.

The continued utilisation of these facilities has enabled
the Company to improve supply chain efficiency, optimise
capacity utilisation and strengthen its ability to respond
to increasing international demand.

Strengthening Global Market Presence

During the year, the Company further consolidated its
presence across its existing export destinations while
simultaneously exploring new business opportunities in
emerging markets.

The demand for quality protein products continued to
remain strong despite global economic uncertainties. The
Company's established reputation for consistent product
quality, timely deliveries and regulatory compliance
enabled it to further strengthen customer relationships
across key international markets.

The Company also continued its efforts towards
expanding exports of value-added food products, thereby
reducing dependence on any single product category and
creating a diversified export portfolio.

Food Safety and Quality Excellence

Food safety continues to remain the cornerstone of the
Company's operations.

The Company follows stringent quality assurance systems
across every stage of its value chain, from procurement
and processing to packaging, storage and exports.
Continuous investments in modern technology, quality
control systems and internationally accepted food safety
practices have enabled the Company to consistently meet
the regulatory and customer requirements of various
export destinations.

The increasing global emphasis on food safety, traceability
and responsible sourcing has further strengthened the
Company's competitive positioning in international
markets.

The Company believes that maintaining the highest
standards of food safety is not only a regulatory
requirement but also a long-term commitment towards
customers, consumers and global food security.

Continuing Strategic Initiatives

The strategic initiatives undertaken by the Company
during the previous financial year continued to generate
positive outcomes during FY 2025-26.

The Company continued to derive operational benefits
from:

x the fully automated packaging line commissioned
earlier, which has significantly improved operational
efficiency, product consistency, packaging quality
and shelf life;

x its strategic collaboration with Perbadanan
Kemajuan Pertanian Selangor (PKPS), Malaysia,

which continues to support the Company's efforts
towards strengthening bilateral trade opportunities;
and

X its recognition as a Five-Star Export House, which
continues to reinforce the Company's credibility
as one of India's leading exporters and reflects its
sustained export excellence.

These initiatives have further strengthened the
Company's operational capabilities and continue to
support its long-term growth strategy.

Vision and Future Prospects

The Company remains confident about the long-term
outlook of the global food industry.

Food security has become one of the highest priorities
for nations across the world. Increasing population,
changing consumption patterns, rising protein intake and
the need for reliable food supply chains are expected to
continue driving demand for quality food products over
the coming years.

Despite geopolitical uncertainties, regional conflicts,
inflationary pressures and evolving international
trade dynamics, demand for essential food products
has remained resilient. The Company believes that
these structural trends present significant long-term
opportunities for established food exporters possessing
strong operational capabilities, regulatory compliance
and proven execution capabilities.

The Company enters the coming years with a strong
operational platform supported by modern infrastructure,
diversified product offerings, an expanding global
customer base, experienced management and a highly
committed workforce.

The Company remains focused on:

x expanding its geographical footprint across existing
and new international markets;
x increasing exports of value-added food products;
x enhancing operational efficiencies through
technology and automation;

x strengthening food safety, traceability and
sustainability standards;

x expanding processing capacities in line with market
demand;

x diversifying export product offerings;
x creating long-term value for shareholders; and
x contributing meaningfully towards strengthening
global food security.

The Company also remains committed to further

strengthening its position as a trusted global food
partner by consistently delivering safe, high-quality and
responsibly produced food products to customers across
international markets.

With its strong business fundamentals, established
global presence, operational resilience and continued
focus on quality, innovation and customer satisfaction,
the Board believes that the Company is well-positioned to
capitalise on emerging opportunities in the international
food trade.

The Company remains firmly committed to its long¬
term aspiration of achieving USD 1 Billion in annual
revenues and is encouraged by the strong business
momentum built over recent years. The Board is confident
that the strategic initiatives undertaken by the Company,
coupled with increasing global demand and continued
operational excellence, will further accelerate its growth
trajectory and create sustainable long-term value for all
stakeholders.

OUR VISION

Strengthening Global Food Security Through Quality,
Trust and Sustainable Growth

The Company's vision extends beyond achieving business
growth. It is centred on becoming one of the world's most
trusted food export organisations by delivering safe,
high-quality and responsibly produced food products
while creating sustainable value for customers, farmers,
employees, shareholders and society.

The Company believes that its future growth will continue
to be driven by its unwavering commitment to operational
excellence, food safety, customer satisfaction, responsible
business practices and continuous innovation. With these
guiding principles, HMA Agro Industries Limited remains
well-positioned to contribute meaningfully towards
meeting the evolving food requirements of the global
community while reinforcing India's position as a reliable
partner in the international food supply chain.

During the year under review, the Company further
strengthened its global market presence by leveraging
its established customer base, expanding business with
existing partners and enhancing market penetration
across key export destinations. These efforts
contributed significantly to the Company's highest-
ever export performance and further reinforced its
position as a reliable and responsible global food
exporter.

5.    TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any
amount to the General Reserve for the financial year
ended March 31, 2026. Accordingly, the entire profit for
the year has been retained in the Statement of Profit and
Loss to strengthen the Company's retained earnings and
support its future growth and business requirements.

6.    DIVIDEND & DIVIDEND DISTRIBUTION POLICY

No dividend has been recommended or declared by the
Board of Directors for the financial year under review.
The Board believes that retaining the earnings within the
business is appropriate in the interest of the Company
and its stakeholders and will support the Company’s
future growth and business requirements.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has adopted a Dividend Distribution
Policy, which sets out the circumstances under which
shareholders may or may not expect dividends, the
financial parameters, internal and external factors
considered while declaring dividends, the utilisation of
retained earnings and other relevant parameters. The
Policy is available on the Company's website at https://
www.hmagroup.co/wp-content/uploads/2023/07/3.-
Dividend-Distribution-Policy.pdf.

7.    TRANSFER TO INVESTOR EDUCATION & PROTECTION
FUND:

Pursuant to the provisions of Sections 124 and 125 of the
Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, dividends remaining
unpaid or unclaimed for a period of seven consecutive
years are required to be transferred to the Investor
Education and Protection Fund ("IEPF"), along with the
corresponding shares in respect of which such dividends
have remained unclaimed for seven consecutive years.
Members are advised to promptly claim their unpaid or
unclaimed dividends, as no claim shall lie against the
Company in respect of dividends or shares transferred
to the IEPF, except by making an application to the IEPF
Authority in accordance with the prescribed procedure.

The shareholders whose shares got transferred to IEPF
Authority shall claim the dividends and shares from IEPF
Authority by submitting an online application in the
prescribed Form No. IEPF-5 available on the website at
https://www.mca.gov.in/content/mca/global/en/home.

html as per the procedure prescribed thereon.

The following table gives information relating to financial
year wise outstanding dividends and the dates by which
they can be claimed by the shareholders from the
Company’s RTA:

Transfer of unclaimed dividend to IEPF during the
year under review

During the Financial Year 2025-26, no unclaimed/unpaid
dividend amount was due for transfer to the Investor
Education and Protection Fund, pursuant to Section
124 of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended
from time to time.

Transfer of shares to IEPF

During the Financial Year 2025-26, no shares in respect
of which dividend has not been paid or claimed for seven
consecutive years or more of the company were due
for transfer to Investor Education and Protection Fund
Authority (IEPF), in compliance with the provisions of
Section 124 of the Companies Act, 2013.

The shareholders whose shares got transferred to IEPF
Authority shall claim the dividends and shares from IEPF
Authority by submitting an online application in the
prescribed Form No. IEPF-5 available on the website at
https://www.mca.gov.in/content/mca/global/en/home.
html as per the procedure prescribed thereon.

Initiatives Undertaken - Saksham Niveshak -100
Days Campaign

Pursuant to the initiatives launched by the Investor
Education and Protection Fund Authority (IEPFA),
Ministry of Corporate Affairs (MCA), the Company
actively participated in the "Saksham Niveshak - 100
Days Campaign" aimed at enhancing investor awareness,
facilitating updation of KYC, nomination and bank account
details, and minimizing the transfer of unpaid dividends

and corresponding shares to the Investor Education and
Protection Fund (IEPF).

The Company participated in both phases ofthe campaign,
namely the first 100-Day Campaign conducted from
July 28, 2025 to November 6, 2025, and the second
100-Day Campaign conducted from April 1, 2026 to
July 9, 2026, pursuant to the communications issued by
the IEPF Authority and the Ministry of Corporate Affairs.

As part of these campaigns, the Company, in coordination
with its Registrar and Share Transfer Agent, Bigshare
Services Private Limited, undertook several investor
outreach and facilitation initiatives, including:

X Crediting unclaimed dividends wherever updated
bank account details were received from shareholders
through the Registrar and Share Transfer Agent;

X Sending communications to shareholders for
updation of KYC particulars, nomination details and
bank account information through electronic and
other appropriate modes;

x Disseminating investor awareness messages through
the Company's website and other communication
platforms to encourage shareholders to update their
records and claim their outstanding dividends and
shares before their transfer to the IEPF Authority;

x Providing continuous assistance to shareholders
in resolving KYC-related queries and facilitating
compliance with applicable regulatory requirements;
and

x Assisting shareholders in updating their records
to enable timely receipt of corporate benefits and
safeguarding their investments.

These initiatives reflect the Company's continued
commitment towards strengthening investor services,
promoting shareholder awareness and participation,
enhancing investor protection, and ensuring compliance
with the regulatory framework governing investor
education and protection.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for Financial Year ended March 31, 2026 have been
prepared in accordance with the applicable provisions of
the Act, including Indian Accounting Standards, specified
under Section 133 of the Act. The Audited Consolidated
Financial Statements together with the Auditors’ Report

thereon, form part of this Annual Report. The Auditors
have issued an unmodified opinion on the Consolidated
Financial Statements.

9.    COMPLIANCE WITH ACCOUNTING STANDARDS

As per requirements of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and applicable Accounting Standards,
the Company has made proper disclosures in the financial
statements. The applicable Accounting Standards have
been duly adopted pursuant to the provisions of Sections
129 and 133 of the Companies Act, 2013

Pursuant to Section 136 of the Companies Act, 2013, the
Annual Report, including the Audited Standalone and
Consolidated Financial Statements of the Company, the
financial statements of its subsidiaries and other relevant
documents, is available on the Company's website at
https://hmagroup.co/financial/.

10.    QUALITY CERTIFICATIONS AND EXPORT
RECOGNITION

The Company continues to maintain internationally
recognised certifications and quality accreditations
across its manufacturing and processing facilities,
reflecting its unwavering commitment to food safety,
quality assurance, environmental sustainability,
occupational health and safety, and global best practices.

During the financial year under review, the Company's
facilities continued to maintain the following
internationally recognised certifications:

x ISO 9001:2015 - Quality Management System
x ISO 14001:2015 - Environmental Management
System

x ISO 45001:2018 - Occupational Health and Safety
Management System

x ISO 22000:2018 - Food Safety Management System
x FSSC 22000 Version 6.0 - Food Safety System
Certification

x HACCP (Hazard Analysis and Critical Control
Points)

x GMP (Good Manufacturing Practices)
x GHP (Good Hygiene Practices)

These certifications reaffirm the Company's commitment
to consistently delivering safe, hygienic and high-quality
food products in compliance with internationally
accepted standards and the regulatory requirements of
its global customers.

Further, the Company continued to hold the prestigious
status of a "Five Star Export House" conferred by
the Directorate General of Foreign Trade (DGFT),
Ministry of Commerce & Industry, Government
of India. This recognition, one of the highest export
recognition statuses granted by the Government of India,
reflects the Company's sustained export performance,
global market presence, regulatory compliance and
significant contribution to India's international trade.

The continued recognition as a Five-Star Export House,
together with the Company's globally recognised quality
certifications, reinforces HMA Agro Industries Limited's
position as a trusted global food supplier committed to
excellence, quality and responsible business practices.

Quality at Source - Raw Material and Packaging Assurance

The Company follows stringent quality assurance and
inspection procedures right from the procurement stage
to ensure that only quality raw materials and packaging
materials enter the production process. Every batch
of livestock procured is subjected to prescribed ante¬
mortem and post-mortem veterinary inspections, quality
checks and traceability procedures in accordance with
applicable regulatory requirements and internationally
accepted food safety standards.

The Company also ensures that all packaging materials,
including food-grade polyethylene bags, vacuum
packaging materials, cartons and other packaging
components, are sourced from approved vendors and
undergo defined quality verification procedures before
use. These materials comply with applicable food-grade
specifications and are designed to preserve product
quality, hygiene, freshness and shelf life during storage
and transportation.

Through rigorous quality controls at the source,
standardized procurement practices and continuous
monitoring throughout the processing and packaging
cycle, the Company maintains the highest standards of
food safety, product integrity and customer satisfaction
across its global export markets.

11.    CHANGE IN THE NATURE OF BUSINESS

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

12.    SHARE CAPITAL AND CAPITAL STRUCTURE

Particulars of the Share Capital of the Company as on
March 31, 2026

During the year under review, there was no change in
Company’s authorised, issued, subscribed and paid-up
share capital.

Accordingly, as on March 31, 2026 the Company’s
authorised share capital was ^70,00,00,000/- (Rupees
Seventy Crores only) comprising 70,00,00,000 (Seventy
Crores) equity shares of ^1/- each and Issued, Subscribed,
and Paid-up Share Capital was ^50,07,69,770 (Rupees
Fifty Crores Seven Lakhs Sixty-Nine Thousand Seven
Hundred and Seventy only) comprising 50,07,69,770
(Fifty Crores Seven Lakhs Sixty-Nine Thousand Seven
Hundred and Seventy) equity shares of ^1/- each.

During the year, the Company had neither issued any
shares nor instruments convertible into equity shares of
the Company or with differential voting rights.

13.    PLEDGE OF EQUITY SHARES

No pledge has been created over the equity shares held by
either Promoters and/or Promoter Group Shareholders,
if any, of the Company as on March 31, 2026. Pursuant
to Regulation 31(4) of the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, Promoters
of the Company, has submitted a declaration to the
Audit Committee and the Stock Exchanges where
equity shares of the Company are listed, that they along
with the Persons Acting in Concert have not made any
encumbrance, directly or indirectly, during FY 2025-26 in
respect of the shares held by them in the Company. The
said declaration was noted by the Audit Committee.

14.    PUBLIC DEPOSITS

During the year under review, the Company did not
accept any deposit within the meaning of Section 73
and 76 of the Companies Act, 2013 (‘the Act) read with
the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount on account of principal or
interest was outstanding as on March 31, 2026.

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

Pursuant to the provisions ofSection 186 ofthe Companies

Act, 2013 and Regulation 34 read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the particulars of loans, guarantees
and investments covered under the said provisions
are disclosed in the Notes to the Standalone Financial
Statements forming part of this Annual Report.

Pursuant to the provisions ofSection 186 ofthe Companies
Act, 2013 and Regulation 34 read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the particulars of loans, guarantees
and investments are disclosed in the Notes to the
Standalone Financial Statements forming part of this
Annual Report.

16. 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 the Company which
occurred between the end of the financial year to which
the financial statements relate and the date of this report.
There has also been no change in the business of the
Company. But following are the changes which occurred
between the date of Board Report and end of the financial
year and does not affect the financial position of the
Company:

XChange in Promoter's Shareholding for achieving
Minimum Public Shareholding (MPS)

In compliance with Regulation 38 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, Rule 19A and Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules, 1957 and
applicable SEBI circulars, including SEBI Circular
No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated
February 3, 2023, the Promoters of the Company
undertook a phased dilution of their shareholding to
achieve the prescribed Minimum Public Shareholding
("MPS").

During the financial year 2025-26, the Promoters
divested 99,60,000 equity shares, representing
1.98% of the Company's paid-up equity share
capital, through the Open Market Sale mechanism
on the Stock Exchanges during the period from June
10, 2025 to June 16, 2025. Consequent to the said
transaction, the shareholding of the Promoter and
Promoter Group reduced from 83.61% to 81.63%.

Subsequent to the close of the financial year, but
before the date of this Report, the Promoters further

diluted their shareholding by 6.63% through the
Stock Exchange mechanism in accordance with
the applicable SEBI regulations and circulars.
Pursuant to the aforesaid dilution, the Promoter and
Promoter Group shareholding stands at 75.00%,
while the Public Shareholding has increased
to 25.00%, thereby enabling the Company to
successfully achieve and maintain the Minimum
Public Shareholding requirement prescribed under
the Securities Contracts (Regulation) Rules, 1957
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Board places on record its appreciation for the
continued support of the Promoters in ensuring
timely compliance with the applicable regulatory
requirements while maintaining the Company's
strong governance standards and enhancing public
shareholding.

17. BOARD OF DIRECTORS & KEY MANAGERIAL

PERSONNEL (“KMP”)

a. Board of Directors

The Board of Directors of the Company is duly
constituted in accordance with the provisions of the
Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations").
The Board comprises an optimum combination
of Executive, Non-Executive and Independent
Directors, possessing diverse skills, expertise and
experience, thereby ensuring effective leadership,
sound corporate governance and balanced decision¬
making.

The composition of the Board is in conformity
with the applicable statutory and regulatory
requirements, including the requirement relating
to the presence of Women Director(s). The diverse
composition of the Board enables it to provide
strategic direction, exercise independent judgment
and effectively oversee the Company's operations
while safeguarding the interests of all stakeholders.

As on March 31, 2026, the Board comprised of Six
Directors consisting of three Executive Directors
including one Managing Director, two Whole-Time
Directors, three Non -Executive Independent
Directors including one Woman Director, one Chief
Financial Officer (CFO), one Chief Executive Officer
(CEO) and one Company Secretary. Detailed profiles

of all Directors, highlighting their qualifications,
competencies and professional experience, forms
part of the Annual Report.

The details of Board and Committee composition,
tenure of Directors, areas of expertise and other
details are available in the Corporate Governance
Report, which forms part of this Annual Report.
None of the directors of the Company are disqualified
under the provisions of the Act or under the SEBI
Listing Regulations.

b. Director Retiring by Rotation:

In accordance with the provisions of Section 152 of
the Companies Act, 2013 ("the Act") read with rules
made thereunder and the Articles of Association of
the Company, at least two-thirds of the total number
of directors, excluding Independent Directors, shall
be liable to retire by rotation.

Accordingly, Mr. Viswambharan Parameswaran
(DIN: 09822921), Executive Director, being liable
to retire by rotation at the 18th Annual General
Meeting, has offered himself for re-appointment.
Based on the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors recommends his re-appointment to the
Members of the Company.

Mr. Viswambharan Parameswaran has consented
to act as a Director and has confirmed that he is
not disqualified from being re-appointed under
the provisions of Sections 164 and 165 of the Act
and applicable rules made thereunder. Further, he
is not debarred from holding the office of Director
pursuant to any order issued by the Securities
and Exchange Board of India (SEBI) or any other
regulatory authority.

The re-appointment of Mr. Viswambharan
Parameswaran does not affect the continuity of

his existing tenure or responsibilities as Director.
All required details pertaining to his profile,
directorships in other companies, shareholding, and
other disclosures as per statutory requirements are
set out in the Explanatory Statement to the Notice
convening the 18th Annual General Meeting.

4s required under Regulation 36(3) of the SEBI
Listing Regulations and Secretarial Standard - 2
on General Meetings issued by the Institute of
Company Secretaries of India, particulars of the

Directors seeking re-appointment are given in the
Notice of the AGM which forms part of this Annual
Report.

c.    Board Diversity

The Company recognizes that a diverse Board
enhances the quality of decision-making and
strengthens corporate governance. The Board
comprises Directors with a diverse mix of skills,
professional expertise, industry experience,
functional knowledge, geographical exposure, age
and gender, enabling it to effectively discharge its
responsibilities and provide strategic direction to
the Company.

The Board Diversity Policy seeks to maintain
an appropriate balance of skills, experience,
independence and diversity to support the
Company's long-term objectives. Appointments to
the Board are made on merit, taking into account the
qualifications, expertise, experience, integrity and
other attributes required to ensure an effective and
balanced Board while promoting diversity of thought
and perspective.

d.    Changes in the Composition of Board of Directors

The appointment and remuneration of Directors
are governed by the Nomination and Remuneration
Policy ("NRC Policy") devised by the Company.
Mentioned below are the changes occurred during
the FY in the Composition of Board of Directors:

Appointments during the year i.e. 2025-2026.

During the year, the Nomination and Remuneration
Committee recommended and Board of Directors
approved:

XThe additional designation of Mr. Gulzeb Ahmed,
Whole-time Director and Chief Financial Officer
of the Company, as the Chief Executive Officer
(CEO) of the Company with effect from April 22,
2025.

The additional designation was made to
strengthen the Company's leadership structure
and facilitate enhanced engagement with
international customers, business partners and
other stakeholders, particularly in overseas
markets where the designation of Chief
Executive Officer is widely recognised.

X The appointment of Mrs. Bhawna Jain (DIN:
10344683) as an Additional Director in the
category of Non-Executive Independent
Director of the Company with effect from May
29, 2025, pursuant to the provisions of Sections
149, 150, 152 and 161 of the Companies Act,
2013, read with the applicable Rules made
thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015. Subsequently, the Members of the
Company approved her appointment as a Non¬
Executive Independent Director for a first
term of five consecutive years at the Annual
General Meeting held on August 29, 2025.

Directors who stepped down from the Board
during the financial year 2025-2026:

x During the year under review Mrs. Bhumika
Parwani ceased as Non-Executive Independent
Director, of the Company with effect from the
end of business hours on May 28, 2025 due
to personal reasons and other professional
commitments. The Board places on record its
appreciation for the invaluable contribution and
guidance provided by her to the Company over
the years.

e. Changes in Directors and Key Managerial
Personnel after the Close of the Financial Year

Subsequent to the close of the financial year
ended March 31, 2026 and up to the date of this
Report, the following changes took place in the
composition of the Board of Directors and the
Key Managerial Personnel of the Company. Based
on the recommendations of the Nomination and
Remuneration Committee, wherever applicable, the
Board of Directors approved:

x The tenure of Mr. Gulzar Ahmad, who was
serving as the Chairperson as well as Whole¬
Time Director of the Company, was expired
on June 02, 2026. Further considering his
experience and leadership qualities Company
has appointed him as Chairperson and
Managing Director (CMD) of the Company for
a term of five years w.e.f. June 03, 2026 to June
02, 2031.

x The appointment of Mr. Viswambharan
Parameswaran as an Additional Director in the

category of Executive Director of the Company
with effect from April 25, 2026, pursuant to
the provisions of the Companies Act, 2013.
Subsequently, the Members of the Company
approved his appointment as the Whole-time
Director of the Company through a Postal Ballot,
the results of which were declared on May 28,
2026.

x The appointment of Mr. Bhabani Sankar
Acharya as an Additional Director in the
category of Executive Director of the Company
with effect from April 25, 2026, pursuant to
the provisions of the Companies Act, 2013.
Subsequently, the Members of the Company
approved his appointment as the Whole-time
Director of the Company through a Postal
Ballot, the results of which were declared on
May 28, 2026.

The Board extends a warm welcome to Mr.
Viswambharan Parameswaran and Mr.
Bhabani Sankar Acharya and looks forward
to their valuable guidance, leadership and
contribution towards the continued growth and
long-term success of the Company.

x Took note of the resignation of Mohammad
Mehmood Qureshi from the office of Managing
Director of the Company with effect from June
2, 2026. The Board placed on record its sincere
appreciation for his exemplary leadership,
guidance and significant contribution to the
growth and development of the Company during
his tenure and wished him continued success in
his future endeavours.

x Took note of the retirement of Mr. Gulzeb
Ahmed from the office of Whole-time Director
and Chief Executive Officer (CEO) of the

Company with effect from June 2, 2026, upon
completion of his five-year term. Mr. Gulzeb
Ahmed expressed his inability to continue as the
Whole-time Director and Chief Executive Officer
due to his other professional commitments.
However, he continues to serve the Company as
its Chief Financial Officer (CFO) and remains
associated with the management in that
capacity. The Board places on record its deep
appreciation for his valuable leadership and
dedicated services as Whole-time Director and

Chief Executive Officer and looks forward to his
continued contribution as the Chief Financial
Officer of the Company.

f. Appointment of Senior Management Personnel

Subsequent to the close of the financial year ended
March 31, 2026, the Board of Directors, based
on the recommendations of the Nomination and
Remuneration Committee (NRC), approved the
appointment of the following Senior Management
Personnel with effect from May 1, 2026. These
appointments are aimed at further strengthening the
Company's leadership and enhancing its managerial
capabilities across key business and functional areas.

x Mohammad Mehmood Qureshi - Head -
Commercial & Administration is a Promoter
of the Company with extensive experience in
commercial operations, procurement, sourcing
and supply chain management in the livestock
and meat processing industry. He has played
a key role in strengthening the Company's
procurement network, enhancing supply chain
efficiency and ensuring cost-effective sourcing
of raw materials. As Head - Commercial &
Administration, he oversees the Company's
commercial and administrative functions and
supports its operational excellence and business
growth.

x Mohammad Kamil Qureshi - Head -
International Business is a member of the
Promoter Group of the Company and has been
actively associated with the Group's business
operations, particularly in international
business development and export management.
He has been closely involved in strengthening
the Company's export operations, expanding its
presence across global markets and exploring
new international business opportunities. He
has played a significant role in building and
maintaining long-term relationships with
overseas customers and identifying emerging
trends in the global food and meat industry to
support the Company's international growth
strategy.

x Mr. Parvez Alam serves as the Senior Advisor
- General Business Affairs and is responsible
for providing strategic guidance and advisory
support to the management across various

business functions. He advises the leadership
on operational, commercial and administrative
matters, contributes to business planning and
organizational development initiatives, and
supports effective decision-making to enhance
operational efficiency, business continuity
and sustainable growth across the Company's
operation.

x Mr. Mahtab Alam - Head - Procurement &
Sourcing

Mr. Mahtab Alam is an experienced procurement
professional with expertise in domestic
sourcing, vendor management and raw material
procurement. He plays a key role in supporting
the Company's supply chain by ensuring the
timely and cost-effective procurement of raw
materials in line with production and business
requirements. He is responsible for managing
procurement from domestic suppliers,
strengthening vendor relationships and driving
cost efficiencies through effective sourcing and
procurement practices.

x Mr. Shiv Kumar - Head - Human Resources

(HR)

Mr. Shiv Kumar is a human resource professional
with experience in managing core HR functions,
including talent acquisition, workforce
planning, employee relations, performance
management and HR compliance. He plays a
key role in strengthening the Company's human
capital framework by aligning HR practices with
organisational objectives, implementing HR
policies and supporting employee development
and engagement initiatives.

x Mr. Lalit Kumar - IT / Systems Manager

Mr. Lalit Kumar is an IT professional with
experience in managing enterprise IT systems,
infrastructure and technology support functions.
He plays a key role in ensuring the reliability,
security and efficiency of the Company's IT
environment, supporting business operations
through effective system administration,
technology enablement and IT governance. His
expertise contributes to maintaining robust IT
infrastructure and ensuring seamless business
continuity.

Collectively, these leadership changes reflect a
balanced mix of external experience and strong
internal progression. The Board is confident that
the leadership team of HMA is well positioned to
lead with agility with a clear focus on long-term
value creation for all its stakeholders.

g. Key Managerial Personnel as at the end of FY
2025-2026

As on March 31, 2026, the following persons are
Key Managerial Personnel ("KMP") of the Company
pursuant to the provisions of Sections 2(51) and 203
of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014.

The details about the composition of Board, KMP,

Senior management Personnel (SMP) and the
committees of the board can be found in the Report
of Corporate Governance, which a form a part of this
report.

i. Independent Directors

a. Declaration by Independent Directors:

As on March 31, 2026, the Board comprised three
Independent Directors. The Company has received
the necessary declarations and confirmations
from all the Independent Directors pursuant to
the provisions of Section 149(7) of the Companies
Act, 2013 ("the Act") and Regulations 16(1)(b) and
25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), confirming that they continue to fulfil
the criteria of independence prescribed under the Act
and the SEBI Listing Regulations. The Independent
Directors have also confirmed that there has been no
change in the circumstances affecting their status as
Independent Directors during the financial year.

The Independent Directors have further confirmed
that they are not aware of any circumstances or
situations that exist or may reasonably be anticipated
to impair or impact their ability to discharge their
duties with objective independent judgment and
without any external influence, in accordance with
Regulation 25(8) of the SEBI Listing Regulations.

The Company has also received confirmations
from all the Independent Directors regarding
their compliance with the Code for Independent
Directors as prescribed under Schedule IV to the
Act, the Company's Code of Conduct for the Board
of Directors and Senior Management Personnel, and
the Code of Conduct under the SEBI (Prohibition of
Insider Trading) Regulations, 2015, as applicable.

In terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, the Independent Directors
have confirmed that their names are included in
the databank of Independent Directors maintained
by the Indian Institute of Corporate Affairs (IICA),
Manesar, and that they have complied with the
applicable requirements prescribed thereunder.

The Non-Executive Independent Directors had
no pecuniary relationship or transactions with
the Company during the year, other than the
remuneration permitted under applicable law,
including sitting fees, commission, if any, and
reimbursement of expenses incurred for attending
meetings of the Board and its Committees.

Based on the declarations and confirmations
received and after due assessment, the Board is
satisfied that all the Independent Directors continue
to fulfil the conditions of independence as specified
under the Companies Act, 2013 and the SEBI Listing
Regulations. The Board is also of the opinion that the
Independent Directors possess the highest standards
of integrity and the requisite skills, expertise,
experience and proficiency to effectively discharge
their duties and responsibilities.

b.    Statement regarding opinion of the Board with
regard to integrity, expertise and experience
(including the proficiency) of the independent
directors appointed during the year.

It is hereby declared that in the opinion of the Board,
each independent director appointed is a person of
integrity and possesses all the relevant expertise
and experience (including proficiency). The Board
confirms that the Independent Directors are
independent of the Management.

c.    Familiarisation Programme for Independent
Directors

Pursuant to Regulation 25(7) of Listing Regulations,
2015, the Board has framed a policy to familiarize
the Independent Directors about the Company. The
Policy is available on the website of the Company
at the weblink: https://hmagroup.co/corporate-
governance/?tab=2366.

The Familiarisation Programme is an ongoing
process, ensuring that Independent Directors remain
updated on emerging business trends, market
developments, technological advancements and
changes in the legal and regulatory environment,
thereby enabling them to effectively contribute to
the deliberations of the Board and its Committees.

The Familiarization Policy of the Company seeks
to familiarize the Independent Directors with the
working of the Company, their roles, rights and
responsibilities, visa- vis the Company, the industry
in which the Company operates, business model, etc.

d.    Separate Meetings of Independent Directors

Pursuant to the provisions of Section 149(8) read with
Schedule IV to the Companies Act, 2013, Regulation
25(3) and 25(4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
applicable Secretarial Standards, the Independent
Directors of the Company held two separate meetings
on October 31, 2025 and March 14, 2026, without
the attendance of the Non-Independent Directors

and members of the Management.

All the Independent Directors were present at these
meetings. During the meetings, the Independent
Directors, inter alia:

X reviewed and evaluated the performance of the
Non-Independent Directors and the Board as a
whole;

x reviewed the performance of the Chairperson of
the Company, taking into account the views of
the Executive and Non-Executive Directors; and

x assessed the quality, quantity and timeliness
of the flow of information between the
Management and the Board, which is necessary
for the Board to effectively and reasonably
perform its duties.

The Independent Directors also deliberated on
the Company's corporate governance framework,
strategic direction, operational performance,
risk management framework, internal financial
controls and compliance environment. They
expressed satisfaction with the overall functioning
of the Board and its Committees, the effectiveness
of the governance framework and the quality and
adequacy of information and support provided by
the Management for informed decision-making.

During the year under review, the Independent
Directors also had unrestricted access to the
Company's senior management, Statutory Auditors,
Secretarial Auditor and Cost Auditor, whenever
considered necessary, to enable them to effectively
discharge their responsibilities.

The meetings reaffirmed the    Company's

commitment to maintaining the highest standards of
corporate governance and strengthening the role of
Independent Directors in safeguarding the interests
of all stakeholders.

e. Directors and Officers Insurance (‘D&O')

Pursuant to Regulation 25(10) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has obtained a
Directors and Officers Liability Insurance (D&O
Insurance) Policy for its Directors and Officers,
including the Independent Directors.

The Policy provides appropriate coverage to
indemnify the Directors and Officers against
liabilities that may arise in the discharge of their
duties, including claims in respect of negligence,
default, misfeasance, breach of duty or breach of

trust, subject to the terms, conditions and exclusions
of the Policy. The insurance also, inter alia, covers
eligible legal costs, defence expenses, judgments,
fines and settlement amounts incurred in connection
with claims or proceedings brought against the
Directors and Officers in the course of their official
responsibilities.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and the
reviews performed by Management and the relevant
Board Committees, including the Audit Committee, the
Board is of the opinion that the Company's internal
financial controls were adequate and effective during FY
2025-26.

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm
that:

i)    in the preparation of the Annual Accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

ii)    for the financial year ended March 31, 2026, such
accounting policies as mentioned in the notes to the
financial statements have been applied consistently
and judgments and estimates that are reasonable
and prudent have been made to give a true and fair
view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company
for the financial year ended March 31, 2026;

iii)    that proper and enough care has been taken for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv)    the annual financial statements have been prepared
on a going concern basis;

v)    that proper internal financial controls were followed
by the Company and that such internal financial
controls are adequate and were operating effectively;
and

vi)    that proper systems have been devised to ensure
compliance with the provisions of all applicable laws
were in place and that such systems were adequate
and operating effectively.

19.    PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other
particulars as required under Section 197(12) of the
Companies Act, 2013 ("the Act") read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in
Annexure-A, forming part of this Board's Report.

The information required pursuant to Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this
Board's Report. However, in terms of the provisions
of Section 136 of the Act, the Annual Report is being
circulated to the Members excluding the aforesaid
statement. The statement is available for inspection by
the Members at the Registered Office of the Company
during business hours on all working days. Members
desirous of obtaining a copy of the said statement
may send their request to the Company Secretary at
cs@hmaagro.com, and the same will be provided free of
cost.

During the financial year under review, no employee
of the Company was in receipt of remuneration in
excess of the thresholds prescribed under Rule 5(2)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

20.    PREVENTION OF THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company is committed to providing a safe, secure,
inclusive and respectful work environment for all its
employees and has zero tolerance towards any form
of sexual harassment, discrimination or inappropriate
behaviour at the workplace. The Company firmly
believes that every employee has the right to work in
an environment that upholds dignity, equality, mutual
respect and professionalism.

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act")
and the rules made thereunder, the Company has
adopted a comprehensive Policy on Prevention of
Sexual Harassment at Workplace, which lays down the
framework for prevention, prohibition and redressal
of complaints relating to sexual harassment. The Policy
is applicable to all employees, including permanent
employees, contractual employees, trainees, apprentices,
consultants and other persons associated with the
Company at its various locations.

The Company has duly constituted centralized Internal
Committees (ICs) at all applicable locations in accordance
with the provisions of the POSH Act to receive, inquire
into and redress complaints of sexual harassment in a
fair, confidential and time-bound manner. The Internal
Committees function independently and ensure
compliance with the principles of natural justice while
maintaining complete confidentiality throughout the
proceedings.

As part of its commitment to fostering a respectful
workplace culture, the Company periodically conducts
awareness programmes, sensitisation sessions and
employee training programmes on the provisions of the
POSH Act, the Company's Policy and acceptable standards
of workplace behaviour. These initiatives are aimed at
promoting awareness, encouraging timely reporting of
grievances and reinforcing a culture of dignity, equality
and mutual respect across the organisation.

The Company affirms that it has complied with all the
applicable provisions relating to the constitution and
functioning of the Internal Committees under the POSH
Act during the financial year under review.

Pursuant to the requirements of the POSH Act, the
details of complaints received and disposed of during the
financial year 2025-26 are provided below:

21. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

The Company is committed to fostering an inclusive,
equitable and employee-friendly workplace and
recognizes the importance of supporting women
employees during pregnancy, childbirth and the post¬
maternity period. The Company has in place appropriate
policies and practices in accordance with the provisions
of the Maternity Benefit Act, 1961 and the rules made
thereunder, ensuring that all eligible women employees
receive the statutory maternity benefits and related
entitlements.

During the financial year under review, the Company
has complied with all the applicable provisions of
the Maternity Benefit Act, 1961 and the rules framed
thereunder. The Company continues to provide a work
environment that promotes the health, safety, dignity

and well-being of women employees and ensures that
no employee is subjected to discrimination or adverse
treatment on account of maternity.

The Board affirms that the Company remains committed
to maintaining a workplace that supports diversity,
inclusion and equal opportunity while ensuring full
compliance with all applicable labour and employment
laws.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company believes that sustainable business growth
goes hand in hand with creating a positive and lasting
impact on society. Corporate Social Responsibility (CSR)
is an integral part of the Company's business philosophy
and reflects its commitment towards inclusive growth,
community development, environmental sustainability
and social well-being. The Company continues to
undertake meaningful initiatives aimed at improving the
quality of life of underprivileged sections of society
while contributing towards the achievement of national
development goals.

In compliance with the provisions of Section 135 of
the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
as amended, the Company has constituted a Corporate
Social Responsibility (CSR) Committee of the Board
to formulate, recommend, monitor and review the
implementation of the CSR Policy and Annual Action
Plan. The composition of the CSR Committee, its terms
of reference and details of meetings held during the
financial year are provided in the Corporate Governance
Report forming part of this Annual Report.

The Company has adopted a comprehensive CSR Policy
which lays down the guiding principles, governance
framework, implementation mechanism, monitoring
process and the broad areas of intervention in
accordance with Schedule VII of the Companies Act,
2013. The CSR Policy is available on the website of the
Company at: https://www.hmagroup.co/wp-content/
uploads/2024/03/Policy-on-Corporate-Social-
Responsibility.pdf

During the financial year 2025-26, based on the average
net profits of the three immediately preceding financial
years, the Company was required to spend ^26.94 million
towards Corporate Social Responsibility activities. After
considering the excess CSR expenditure of ^2.28 million
incurred during the previous financial year and carried
forward in accordance with Rule 7(3) of the Companies

(Corporate Social Responsibility Policy) Rules, 2014, the
Company spent an aggregate amount of ^27.40 million
on eligible CSR activities during the year. Consequently,
the Company has incurred an excess CSR expenditure of
^2.38 million, which shall be carried forward and set
off against future CSR obligations in accordance with the
applicable provisions of the Companies Act, 2013 and the
CSR Rules.

CSR Initiatives During FY 2025-26

During the financial year under review, the Company
undertook various CSR initiatives across multiple focus
areas specified under Schedule VII of the Companies Act,
2013 with the objective of creating sustainable social
impact. The major areas of intervention were as follows:

X Healthcare and Nutrition

o Distribution of Poshan Potli Kits through
Ayushman Arogya Kendras, Aligarh, for
providing nutritional support to beneficiaries
pursuant to the directions of the Office of the Jila
Kshay Rog Adhikari.

o Distribution of Millet Nutri Poshan Kits to

economically weaker and vulnerable sections of
society to promote nutrition, health and overall
community well-being.

x Education

o Support for educational initiatives by assisting
schools imparting primary education to boys
and girls up to Class V in Urdu, Hindi and
English, thereby promoting inclusive and
quality education for underprivileged children.

x Care for Senior Citizens

o Financial support towards the establishment
and operation of an Old Age Home for
approximately 365 elderly residents, including
expenditure on groceries, medicines and
infrastructure-related requirements.

x Promotion of Sports

o Promotion of Rural and Paralympic Sports,
including support for organising the Delhi State
Handball Championship (Men & Women)
2025-26, affiliated with the Handball Association
of India, to encourage sports participation and
inclusive sporting opportunities.

x Community Development and Environmental

Awareness

o Implementation of community welfare
programmes and awareness initiatives
promoting environmental sustainability, public
welfare and social development.

The above CSR initiatives were implemented through
eligible implementing agencies registered in accordance
with the provisions of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, including Help for
Everyone Trust and other approved implementing
agencies. The Company remains committed to creating
sustainable social value through impactful initiatives in
the areas of healthcare, nutrition, education, community
development and sports. A snapshot of the Company's
key CSR initiatives and social impact during the financial
year is also featured in the Company Overview section
of this Annual Report.

The Chief Financial Officer of the Company has certified
that the CSR funds disbursed during the financial year
have been utilised for the purposes and in the manner
approved by the Board of Directors.

The Annual Report on Corporate Social Responsibility
activities, containing the disclosures prescribed under
Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules,
2014, forms part of this Board's Report as Annexure-B.

23. PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND
JOINT OPERTIONS

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.

During the financial year under review, there was no
change in the number of Subsidiaries, Associates or
Joint Venture Companies of the Company. Pursuant
to the provisions of Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient features
of the financial statements of the Company's Subsidiaries,
Associates and Joint Ventures in the prescribed Form
AOC-1 is annexed to this Board's Report as Annexure-C
and forms an integral part of this Annual Report. The
statement, inter alia, provides the financial position and

financial performance of such entities, including details
of their share capital, reserves, assets, liabilities, turnover
and profit/(loss), as reflected in the Consolidated
Financial Statements.

At the close of the Financial Year under review the
following entities serve as subsidiaries/associates of the
Company:

During the financial year, your Board of Directors had
reviewed the affairs of the subsidiaries. The consolidated
financial statements of your Company are prepared in
accordance with Section 129(3) of the Companies Act,
2013 and forms part of this Annual Report.

In accordance with the provisions of Section 136
of the Companies Act, 2013, the audited Financial
Statements of the Company's Subsidiaries are available
for inspection by the Members at the Registered Office of
the Company during business hours on all working days
(except Saturdays, Sundays and public holidays) up to the
date of the Annual General Meeting. Members desirous
of obtaining a copy of the Financial Statements of any
Subsidiary Company may write to the Company Secretary
at the Registered Office of the Company. Further,
pursuant to the fourth proviso to Section 136(1)
of the Companies Act, 2013, the Annual Report of the
Company, containing, inter alia, the audited Standalone
and Consolidated Financial Statements for the financial

year ended March 31, 2026, together with the relevant
documents, is available on the Company's website at
https://hmagroup.co/financial

Pursuant to Section 136 of the Act and Regulation 46(2)
of the SEBI Listing Regulations, 2015, the Financial
Statements of the Subsidiary Companies are available
on the website of the Company at https://hmagroup.
co/financial/. and are also available for inspection at the
Registered Office of the Company on all the working days
(between 9:30 A.M. IST to 5:30 P.M. IST). Any Member
desirous of inspecting or obtaining a copy of the same
may write to the Company at cs@hmaagro.com .

24.    ANNUAL RETURN

The draft Annual Return in Form MGT-7 for FY 2025-26,
prepared as per Section 92(3) of the Act read with Rule
11 of the Companies (Management and Administration)
Rules, 2014 is placed on the website of the Company
at www.hmagroup.co financial-performance/annual-
report. The Company shall upload the final copy of the
Annual Return once the same is filed with the Registrar
of Companies within 60 days from the date of AGM
scheduled to be held on September 18, 2026.

25.    VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to conducting its business
with the highest standards of integrity, transparency,
accountability and ethical behaviour. In line with this
commitment, the Company has established a robust
Vigil Mechanism through its Whistle Blower Policy
in accordance with the provisions of Section 177(9) and
177(10) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules,
2014, Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
applicable provisions of the SEBI (Prohibition of Insider
Trading) Regulations.

The Vigil Mechanism provides Directors, employees and
other stakeholders with an appropriate and confidential
channel to report genuine concerns relating to unethical
behaviour, actual or suspected fraud, misconduct,
violation of the Company's Code of Conduct, or any
other improper practices, without fear of retaliation or
victimisation. The Company is committed to ensuring
that whistle blowers are adequately protected against
any form of unfair treatment or reprisal for reporting
concerns in good faith.

The Policy provides adequate safeguards against

victimisation and permits reporting of concerns,
including anonymous complaints, wherever permissible
under applicable law. It also provides direct access to
the Chairperson of the Audit Committee in appropriate
and exceptional cases. The Audit Committee oversees the
implementation of the Vigil Mechanism and periodically
reviews the status of complaints received, investigations
conducted and actions taken, wherever applicable.

The details of the Vigil Mechanism and Whistle Blower
Policy are set out in the Corporate Governance Report
forming part of this Annual Report and are also available
on the Company's website at https://www.hmagroup.
co/wp-content/uploads/2024/03/VigU-Mechanism-
and-Whistle-Blower-Policy.pdf.

During the financial year ended March 31, 2026, no
complaint was received under the Vigil Mechanism /
Whistle Blower Policy.

26 . EVALUATION OF PERFORMANCE OF BOARD, ITS
COMMITTEES, AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out a formal
evaluation of its own performance, that of its committees,
and of individual Directors, pursuant to the provisions
of the Act and the Listing Regulations for Financial Year
2025-26.

The Board evaluation process was carried out by way of a
structured internal assessment based on combination of
a detailed questionnaires and through verbal discussions
amongst Directors.

The criteria for performance evaluation included, inter
alia;

X Relevant experience and skills
X Preparedness and constructive contributions
xTransparency and Integrity
x Participation in strategic long-term planning
x Focus on shareholder value creation
x Monitoring corporate governance practices
x Effective oversight of and constructive engagement
with management

x Overall Board/Committee culture and dynamics

The Evaluation process was carried out in the
following manner:

a. Separate Meeting of Independent Directors

The Independent Directors, at their separate
meetings held on October 31, 2025 and March 14,

2026 during the financial year 2025-26, without
the presence of the Non-Independent Directors
and members of the Management, evaluated the
performance of the Non-Independent Directors and
the Board as a whole.

The Independent Directors also reviewed the
performance of the Chairperson of the Company,
taking into account the views of the Executive
Directors and Non-Executive Directors, in accordance
with the provisions of Schedule IV to the Companies
Act, 2013 and Regulation 25(4) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Pursuant to the provisions of the Companies Act,
2013 and Regulation 17(10) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the
Company undertook a formal annual evaluation of
its own performance, that of its various Committees,
and individual Directors, including the Chairperson.

b.    Board Deliberation:

At the Board meeting held following the meeting
of the Independent Directors, the Board evaluated
and deliberated upon the performance of the
Board, its Committees, and individual Directors,
after considering inputs from all eligible Directors,
excluding the Director(s) being evaluated.

c.    Outcome:

The Board expressed its satisfaction with the
performance of the Board, its committees, and
individual Directors. The Board noted that:

x There is an adequate and timely flow of
information from the Company to the Board;

x The suggestions and recommendations made by
the Board are duly considered and followed up
by the Management;

x The Board Committees are appropriately
constituted, well-managed and function
effectively, with meetings held at regular
intervals and due deliberation given to all
agenda items.

27. COMPANY'S POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL, SENIOR MANAGEMENT PERSONNEL
AND OTHER EMPLOYEES

a. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"),
the Company has in place a Nomination and
Remuneration Policy for the appointment and
remuneration of Directors, Key Managerial Personnel
("KMP"), Senior Management Personnel and other
employees.

The Policy, as recommended by the Nomination
and Remuneration Committee ("NRC") and
approved by the Board of Directors, lays down the
criteria for identifying and appointing individuals
as Directors, KMP and Senior Management
Personnel, determining their qualifications, positive
attributes, integrity, independence, skills, expertise
and experience, as well as the framework for
remuneration, performance evaluation, succession
planning and other matters prescribed under the
applicable provisions of the Companies Act, 2013
and the SEBI Listing Regulations.

The Policy aims to attract, retain, motivate and reward
competent professionals required for the sustainable
growth of the Company. It provides a structured
framework for the appointment, re-appointment,
remuneration, performance evaluation, succession
planning and removal of Directors, KMPs and Senior
Management Personnel, while ensuring compliance
with the applicable provisions of the Companies Act,
2013 and the SEBI Listing Regulations.

The key objectives of the Policy, inter alia, are as
follows:

xTo formulate the criteria for determining the
qualifications, positive attributes, integrity,
experience and independence of Directors and
to recommend to the Board a policy relating to
the remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel and
other employees.

x To provide guidance to the Board and the
Nomination and Remuneration Committee in

relation to the appointment, re-appointment
and removal of Directors, Key Managerial
Personnel and Senior Management Personnel.

x To formulate the criteria for evaluation of the
performance of the Board of Directors, its
Committees, the Chairperson, Independent
Directors and other Directors.

x To devise a policy on Board diversity and
succession planning for Directors, Key
Managerial Personnel and Senior Management
Personnel.

x To attract, retain, motivate and promote talented
professionals by adopting fair, transparent and
competitive remuneration practices aligned
with the Company's long-term strategic
objectives.

The Policy further provides that the remuneration
payable to the Directors, Key Managerial Personnel
and Senior Management Personnel shall be
commensurate with their qualifications, experience,
roles, responsibilities, individual performance,
industry benchmarks and the overall performance
of the Company, while maintaining an appropriate
balance between fixed and performance-linked
remuneration, wherever applicable.

The Nomination and Remuneration Policy is
available on the Company's website and can be
accessed at: https://www.hmagroup.co/wp-
content/uploads/2024/03/Nomination-and-
Remuneration-Policy.pdf

b. Appointment of Directors

The Nomination and Remuneration Committee is
entrusted with the responsibility of identifying and
recommending suitable candidates for appointment,
re-appointment and succession to the Board of
Directors. While evaluating potential candidates, the
Committee considers their integrity, qualifications,
professional expertise, leadership capabilities,
industry knowledge, experience, independence,
diversity of thought and other attributes necessary
for effective functioning of the Board.

The Committee periodically reviews the composition
of the Board to ensure an optimum balance
of Executive, Non-Executive and Independent
Directors possessing diverse skills and experience
in areas such as business management, finance,
accounting, law, corporate governance, strategy, risk
management, sustainability and other fields relevant

to the Company's business. The recommendations
of the Committee are placed before the Board for its
consideration and, wherever required, for approval
of the Members.

c.    Board Diversity and Succession Planning

The Company recognises that Board diversity is
fundamental to sound corporate governance and
effective decision-making. The Board Diversity
Policy seeks to maintain an appropriate mix of skills,
experience, knowledge, age, gender, professional
background and perspectives on the Board, thereby
fostering balanced decision-making and sustainable
long-term value creation.

The Nomination and Remuneration Committee
periodically reviews the Board Diversity Policy and
oversees succession planning for the Board, Key
Managerial Personnel and Senior Management to
ensure continuity in leadership and alignment with
the Company's strategic objectives.

Further details relating to the composition of the
Board and its Committees, Directors' skills and
expertise, remuneration of Directors and other
related disclosures are provided in the Corporate
Governance Report forming part of this Annual
Report.

d.    Criteria for making payments to Non-Executive
Directors:

The Company has formulated the criteria for
payment of remuneration to its Non-Executive
Directors in accordance with the provisions of the
Companies Act, 2013, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and the Nomination and Remuneration Policy of the
Company.

The Non-Executive Directors, including Independent
Directors, are paid sitting fees for attending
the meetings of the Board of Directors and its
Committees, as approved by the Board and within
the limits prescribed under the Companies Act,
2013. The Company presently does not pay any
commission, stock options or performance-linked
remuneration to its Non-Executive Directors.

The Nomination and Remuneration Committee
recommends the criteria for payment to Non¬
Executive Directors to the Board, taking into
consideration various factors including their
responsibilities, experience, contribution to
the deliberations of the Board and Committees,
attendance and participation in meetings, time
devoted towards the affairs of the Company and the
applicable statutory and regulatory provisions.

28. AUDITORS

i. Statutory Auditor and Statutory Auditor's Report

The present Statutory Auditor of the Company, M/s
MAPSS & Company, Chartered Accountants, were
appointed as the Statutory Auditor of the Company
for a term of five consecutive years commencing from
the conclusion of the 13th Annual General Meeting
held in the year 2021 and ending with the conclusion
of the ensuing 18th Annual General Meeting.

Accordingly, the term of M/s MAPSS & Company,
Chartered Accountants, as Statutory Auditor of the
Company will expire at the conclusion of the 18th
Annual General Meeting. In view of completion
of their prescribed term, they are not being
recommended for re-appointment for a further term.

The Audit Committee, at its meeting held on
August 24, 2026 considered the requirement for
appointment of Statutory Auditor of the Company
and, after taking into consideration various factors
including the professional qualifications, experience,
expertise, resources, reputation, independence,
track record and suitability of the proposed audit
firm, recommended the appointment of M/s
VAA & Associates, Chartered Accountants (Firm
Registration No. 016079C) as the Statutory Auditor
of the Company.

The Board of Directors, at its meeting held on August
25, 2026, after considering the recommendation of
the Audit Committee, approved and recommended
to the Members the appointment of M/s VAA
& Associates, Chartered Accountants (Firm
Registration No. 016079C) as the Statutory Auditor
of the Company for a term of five consecutive years,
commencing from the conclusion of the 18th Annual
General Meeting until the conclusion of the 23rd
Annual General Meeting, to conduct the statutory
audit of the Company for the financial years 2026-27
to 2030-31, subject to the approval of the Members.

M/s VAA & Associates have furnished their consent
to act as Statutory Auditor of the Company and have
confirmed that their appointment, if made, shall
be in accordance with the applicable provisions
of the Companies Act, 2013 and the rules made
thereunder. The proposed Auditor have further
confirmed that they satisfy the applicable criteria

relating to eligibility, qualification and independence
prescribed under the Companies Act, 2013.

ii.    Internal Auditors:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Board of Directors, on the
recommendation of the Audit Committee, appointed
M/s S.N. Gupta & Co., Chartered Accountants
(Firm Registration No. 001057C) as the Internal
Auditors of the Company for the financial year 2025¬
26.

The Internal Auditors conduct internal audits in
accordance with a risk-based internal audit plan
approved by the Audit Committee. The scope of
internal audit covers the adequacy and effectiveness
of the Company's internal financial controls,
operational processes, risk management framework,
governance practices and compliance with applicable
laws, regulations and internal policies.

The Internal Auditors periodically present their
audit observations, findings and recommendations
to the Audit Committee. The Audit Committee
reviews the internal audit reports, monitors the
implementation of corrective and preventive actions
by the Management and provides necessary guidance
to further strengthen the Company's internal control
environment.

Further, based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on May 25, 2026, approved the appointment
of M/s S.N. Gupta & Co., Chartered Accountants
(Firm Registration No. 001057C) as the Internal
Auditors of the Company for the financial year
2026-27, in accordance with the provisions of
Section 138 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 and other
applicable provisions. The Company has received the
requisite consent and confirmation from M/s S.N.
Gupta & Co., Chartered Accountants confirming
their eligibility and willingness to act as the Internal
Auditors of the Company.

iii.    Secretarial Auditor and Secretarial Auditor's
Report:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable
provisions, the Members of the Company, at the 17^th

Annual General Meeting held on August 29, 2025,

approved the appointment of M/s R.C. Sharma
& Associates, Practising Company Secretaries
(Certificate of Practice No. 7957) (Peer Review
Certificate No. 6899/2025) as the Secretarial
Auditors of the Company for a term of five
consecutive financial years, commencing from FY
2025-26 and ending with FY 2029-30, to conduct
the Secretarial Audit of the Company.

The Secretarial Audit Report in Form No. MR-3 for
the financial year ended March 31, 2026 is annexed
to this Board's Report as Annexure-D. The Report
does not contain any qualification, reservation,
adverse remark or disclaimer and is self-explanatory.
Accordingly, it does not call for any further comments
by the Board.

iv.    Details of fraud reported by auditors in terms of
section 143(12) of the Companies Act, 2013

During the year under review, neither the Statutory
Auditor nor the Secretarial Auditor has reported to
the Audit Committee, under Section 143(12) of the
Act, any instances of fraud committed against the
Company by its officers or employees.

v.    Secretarial Audit for Material Subsidiaries:

In compliance with the requirements of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the material
unlisted subsidiaries of the Company, namely
Federal Agro Industries Private Limited, United
Farm Products Private Limited and HMA Food
Export Private Limited, had appointed M/s R
C Sharma & Associates, Practising Company
Secretaries, to conduct the Secretarial Audit for the
financial year ended March 31, 2026.

The Secretarial Audit Reports of the aforesaid
material subsidiaries for the financial year 2025-26
are annexed to this Board's Report as Annexure-D(i),
Annexure-D(ii) and Annexure-D(iii), respectively.
The Secretarial Audit Reports and the Annual
Secretarial Compliance Report of the Company do
not contain any qualification, reservation, adverse
remark or disclaimer.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, read with the applicable SEBI circulars and the SEBI
Master Circular issued from time to time, the Company
is required to obtain an Annual Secretarial Compliance

Report from a Practising Company Secretary in respect
of compliance with the applicable SEBI Regulations,
circulars and guidelines.

Accordingly, the Company has obtained the Annual
Secretarial Compliance Report for the financial
year ended March 31, 2026 from M/s R C Sharma
& Associates, Practising Company Secretaries

(Membership No. F5524, Certificate of Practice No.
7957). The Report confirms compliance with the
applicable provisions of the SEBI Regulations and the
circulars and guidelines issued thereunder, including
the additional affirmations prescribed by the Stock
Exchanges.

The Annual Secretarial Compliance Report does not
contain any qualification, reservation, adverse remark
or disclaimer. The Report was submitted to the National
Stock Exchange of India Limited and BSE Limited within
the prescribed timelines and is annexed to this Board's
Report as Annexure-E.

The Report is also available on the website of the
Company at https://hmagroup.co/investor-
information/?tab=83713.

30. CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES.

All Related Party Transactions entered into by the
Company during the financial year 2025-26 were in the
ordinary course of business, on an arm's length basis
and in compliance with the applicable provisions of the
Companies Act, 2013, the rules made thereunder and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations").

All Related Party Transactions are placed before the
Audit Committee for its prior approval. In accordance
with the applicable provisions of the Companies Act,
2013 and the SEBI Listing Regulations, the Audit
Committee has granted omnibus approval for repetitive
and foreseeable transactions, wherever applicable. The
transactions undertaken pursuant to such omnibus
approvals are reviewed by the Audit Committee on a half
yearly. Wherever required, Related Party Transactions
are also placed before the Board of Directors and the
Shareholders for their approval in accordance with the
applicable statutory and regulatory requirements.

The particulars of Related Party Transactions entered
into during the financial year are disclosed in the Notes
to the Standalone and Consolidated Financial Statements
forming part of this Annual Report in accordance with
the applicable provisions of the Companies Act, 2013 and

the Indian Accounting Standards (Ind AS). In compliance
with Regulation 23(9) of the SEBI Listing Regulations,
the Company also submitted half-yearly disclosures of
Related Party Transactions to the Stock Exchanges within
the prescribed timelines.

The Board confirms that there were no materially
significant Related Party Transactions entered into
by the Company with its Promoters, Promoter Group,
Directors, Key Managerial Personnel or their relatives,
which could have had a potential conflict with the
interests of the Company at large.

The particulars of contracts or arrangements with
related parties as per Section 188 of the Companies
Act, 2013, Clause (h) of sub-section (3) of section 134
of the Companies Act, 2013, Rule 8(2) of the Companies
(Accounts) Rules, 2014, rules made thereof and as per the
Related Party Transaction (RPT) policy of the Company
during the financial year ended March 31, 2026, in
prescribed Form AOC-2 are annexed to this Board's
Report at ANNEXURE-F.

The Company has adopted a Policy on Materiality of
Related Party Transactions and Dealing with Related
Party Transactions, which provides a comprehensive
framework for the identification, approval, review,
monitoring and reporting of Related Party Transactions.
The Policy is available on the website of the Company at
https://hmagroup.co/corporate-governance/

31. BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORT

Pursuant to Regulation 34(2) (f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, read with the applicable SEBI circulars issued
from time to time, the top 1,000 listed entities based on
market capitalisation are required to include a Business
Responsibility and Sustainability Report (BRSR) as
part of their Annual Report.

Accordingly, the Company has prepared the Business
Responsibility and Sustainability Report (BRSR) for

the financial year ended March 31, 2026, in the format
prescribed by SEBI. The Report provides comprehensive
disclosures on the Company's performance across
the nine principles of the National Guidelines on
Responsible Business Conduct (NGRBCs) and
highlights the Company's initiatives and performance
relating to Environmental, Social and Governance (ESG)
parameters.

The BRSR reflects the Company's commitment towards
responsible and sustainable business practices and
covers, inter alia, governance and ethical conduct,
environmental stewardship, resource efficiency, climate-
related initiatives, employee well-being, occupational
health and safety, diversity and inclusion, human rights,
community development, responsible value chain
practices and stakeholder engagement.

The Company continues to strengthen its sustainability
framework by integrating ESG considerations into its
business strategy, operational processes and decision¬
making, thereby creating long-term value for all
stakeholders while ensuring responsible and sustainable
growth.

The Business Responsibility and Sustainability Report
form an integral part of this Annual Report and is annexed
to this Board's Report as Annexure-G.

32.    CORPORATE GOVERNANCE

The Company remains committed to the highest standards
of Corporate Governance and continues to conduct
its affairs with integrity, transparency, accountability,
fairness and ethical business practices. The governance
framework of the Company, comprising an effective
Board, its Committees, well-defined policies, robust
internal financial controls and risk management systems,
ensures compliance with the applicable provisions of
the Companies Act, 2013, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations") and other applicable laws.

The Company has adopted a Code of Conduct applicable
to all Directors and Senior Management Personnel. All
the Directors and Senior Management Personnel have
affirmed compliance with the said Code for the financial
year 2025-26.

Pursuant to Regulation 34(3) read with Schedule V of the
SEBI Listing Regulations, a detailed Corporate Governance
Report forms an integral part of this Annual Report and is
annexed to this Board's Report as Annexure-H.

The Corporate Governance Report, inter alia, includes
the certificate of the Secretarial Auditor confirming
compliance with the conditions of Corporate Governance,
the CEO/CFO Certificate issued pursuant to Regulation
17(8) of the SEBI Listing Regulations and the declaration
of the Managing Director regarding compliance with the
Company's Code of Conduct by the Directors and Senior
Management Personnel.

33.    RISK MANAGEMENT

Risk management forms an integral part of the Company's
corporate governance framework and business strategy.
The Company has established a structured risk
management framework to identify, evaluate, monitor
and mitigate risks that may adversely affect its business
operations, financial performance, reputation and long¬
term sustainability. The objective of the framework is
to safeguard the Company's assets, ensure business
continuity, enhance operational resilience and protect
the interests of all stakeholders.

In compliance with the provisions of Section 134(3)
(n) of the Companies Act, 2013 and Regulations 17(9)
and 21 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
adopted a comprehensive Risk Management Policy
and constituted a Risk Management Committee of the
Board. The terms of reference of the Committee are in
accordance with the applicable provisions of the SEBI
Listing Regulations.

The Risk Management Policy provides a structured
mechanism for identifying, assessing, monitoring
and mitigating strategic, operational, financial, legal,
regulatory and other business risks. The policy is
periodically reviewed to ensure its continued relevance
in line with the Company's business requirements,
changing market conditions and the evolving regulatory
environment.

The Risk Management Committee assists the Board in
overseeing the Company's risk management framework
and ensuring that appropriate systems and processes are
in place for effective risk identification and mitigation.
The Audit Committee also provides oversight in relation
to financial reporting risks, internal financial controls
and compliance-related matters.

Considering the nature of the Company's business as a
leading exporter of frozen buffalo meat and other food
products, the Company continuously monitors various
internal and external risks, including:

X Global trade and geopolitical risks, including
changes in international trade policies, geopolitical
conflicts, sanctions, tariff measures and disruptions
in key export markets;

x Foreign exchange risks arising from fluctuations
in currency exchange rates that may impact export
realisations and international trade transactions;

x Supply chain and logistics risks, including
freight availability, shipping disruptions, container

shortages, port congestion and transportation
challenges;

X Raw material procurement and livestock
availability risks, including fluctuations in
livestock availability, procurement prices and supply
conditions;

X Food safety, quality assurance and regulatory
compliance risks, including compliance with
domestic and international food safety standards,
veterinary and export regulations, customer-specific
quality requirements and product traceability
norms;

x Operational and business continuity risks, relating
to manufacturing facilities, utilities, infrastructure,
employee health and safety, disaster preparedness
and uninterrupted business operations;

x Cyber security, information technology and data
protection risks, through continuous strengthening
of digital infrastructure, cyber resilience and
information security controls;

x Environmental, climate change and
sustainability-related risks, including responsible
utilisation of natural resources, waste management,
environmental compliance and climate-related
business considerations; and

x Financial, legal, taxation and compliance risks,

through a robust internal control framework,
periodic compliance reviews and effective
governance mechanisms.

The Company continuously endeavours to strengthen its
risk management practices by implementing appropriate
control measures, improving operational efficiencies
and promoting a culture of risk awareness across the
organisation. The Board is of the opinion that there are no
risks which, in its assessment, may threaten the existence
or going concern status of the Company.

The composition, terms of reference and other details
relating to the Risk Management Committee are provided
in the Corporate Governance Report forming part of
this Annual Report. Further details on the Company's
business environment, key risks and mitigation measures
are discussed in the Management Discussion and Analysis
Report. The Risk Management Policy is also available on
the website of the Company at https://hmagroup.co/
corporate-governance/

34.    COMMITTEES OF THE BOARD

As a part of its robust corporate governance framework
and in compliance with the provisions of the Companies
Act, 2013, the Rules made thereunder and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has constituted
various Committees to facilitate focused supervision of
specific areas of the Company's operations and to ensure
effective governance, transparency and accountability.

As on March 31, 2026, the Board has the following
Committees:

x Audit Committee

x Nomination and Remuneration Committee
x Corporate Social Responsibility Committee
x Stakeholders' Relationship Committee
x Risk Management Committee

Each Committee functions within the scope of its charter
approved by the Board and discharges the roles and
responsibilities entrusted to it in accordance with the
applicable provisions of the Companies Act, 2013, the
SEBI Listing Regulations and other applicable statutory
requirements. The Committees play a significant
role in assisting the Board by undertaking detailed
examination of matters falling within their respective
areas of responsibility and by making appropriate
recommendations to the Board.

The composition of the aforesaid Committees, their
terms of reference, number of meetings held during the
financial year, attendance of members and other related
disclosures are provided in detail in the Corporate
Governance Report, which forms an integral part of this
Annual Report.

During the financial year under review, all the
recommendations made by the Board Committees,
including the Audit Committee, were duly considered
and accepted by the Board of Directors after appropriate
deliberations.

35.    NUMBER OF MEETINGS OF THE BOARD

The Board of Directors meets at regular intervals to review
the Company's performance, deliberate on strategic and
operational matters, approve financial results, review
risk management, evaluate business opportunities
and provide overall guidance to the management. The
Board also receives comprehensive presentations from
the senior management on the operational, financial,
compliance and business performance of the Company,
enabling informed decision-making.

The meetings of the Board and its Committees are
scheduled well in advance in accordance with an annual
calendar. Detailed agenda papers, together with relevant
notes and supporting information, are circulated to the
Directors sufficiently in advance to facilitate meaningful
deliberations and effective participation in the meetings.

During the financial year 2025-26, Eight (8) meetings of
the Board of Directors were convened. The meetings were
held in compliance with the provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India. The maximum interval between any
two consecutive Board Meetings was within the statutory
limit prescribed under the Companies Act, 2013 and the
SEBI Listing Regulations, and the requisite quorum was
present throughout all the meetings.

In addition to the Board Meetings, certain urgent business
matters, wherever considered necessary, were approved
by the Board through resolutions passed by circulation
in accordance with the provisions of the Companies
Act, 2013 and Secretarial Standard-1 on Meetings of the
Board of Directors.

The details of the Board Meetings, including the dates of
the meetings and attendance of Directors, are provided
in the Corporate Governance Report, which forms an
integral part of this Annual Report.

The Company has devised adequate systems and
processes to ensure compliance with all the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India, and such systems were operating
effectively throughout the financial year. The Company
has complied with all applicable Secretarial Standards
during the year under review.

36. MATERIAL SUBSIDIARY

Pursuant to Regulation 16(1) (c) of Listing Regulations,
the Company have three (03) unlisted material subsidiary
as on March 31, 2026, which are mentioned below:

i)    United Farm Product Private Limited;

ii)    Federal Agro Industries Private Limited, and
ii) HMA Food Export Private Limited

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

37.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis Report form an integral part of
this Annual Report.

The Report provides a comprehensive analysis of the
Company's operational and financial performance,
industry structure and developments, macroeconomic
environment, opportunities and threats, business
outlook, risks and concerns, internal financial control
systems and their adequacy, material developments, and
other information as prescribed under the SEBI Listing
Regulations.

38.    COST RECORDS AND AUDIT

In terms of Section 148 of the Act and the Companies
(Cost Records and Audit) Rules, 2014, the maintenance
of Cost Records and requirement of Cost Audit are not
applicable to the Company for the financial year ended
March 31, 2026.

39.    COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD MEETINGS AND GENERAL MEETINGS

During the year, your Company has complied with the
Secretarial Standard on Meetings of the Board of Directors
(SS-1) and Secretarial Standard on General Meetings (SS-
2), issued by the Institute of Company Secretaries of India
and approved by the Central Government under Section
118(10) of the Companies Act, 2013.

40.    DISCLOSURE OF POLICIES UNDER THE COMPANIES
ACT, 2013 AND SEBI LISTING REGULATIONS

In accordance with the requirements laid down under the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended from time to time, the Board of Directors of
the Company has adopted and implemented various
policies to ensure transparency, accountability, and good
corporate governance practices across all levels of the
organization.

These policies govern critical areas such as corporate
governance, risk management, related party transactions,
insider trading, whistle blower mechanism, code of
conduct, corporate social responsibility and other
statutory and regulatory requirements applicable to
listed companies.

To promote ease of access and enhance stakeholder
awareness all such policies as approved by the Board

of Directors are made available on the Company's
official website. Stakeholders and Members of the
Company can view and download these policies through
the following link: https://hmagroup.co/corporate-
governance/?tab=2366.

The Company is committed to periodically reviewing and
updating these policies to ensure ongoing compliance with
applicable laws and to reflect emerging best practices in
corporate governance. These efforts reinforce Company's
dedication to responsible and ethical business conduct
while fostering stakeholder confidence.

41.    INTEGRATED REPORT

The Company has voluntarily provided Integrated
Report, which encompasses both financial and non¬
financial information to enable the Members to take well-
informed decisions and have a better understanding of
the Company's long-term perspective. The Report also
touches upon aspects such as organisation’s strategy,
governance framework, performance and prospects
of value creation based on the five forms of capital viz.
financial capital, human capital, intellectual capital, social
capital and natural capital.

42.    INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established and maintains an adequate
and effective system of Internal Financial Controls ("IFC")
commensurate with the size, scale, nature and complexity
of its business operations. The internal control framework
has been designed to provide reasonable assurance
regarding the orderly and efficient conduct of business,
safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting
records, and the timely preparation of reliable financial
information in accordance with the applicable provisions
of the Companies Act, 2013 and the Indian Accounting
Standards (Ind AS).

The Company has implemented well-defined policies,
standard operating procedures, delegation of authority,
risk-based controls, maker-checker mechanisms and
information technology controls to ensure that business
transactions are properly authorised, accurately
recorded and reported. These controls facilitate effective
monitoring of operations, compliance with applicable
laws and regulations, protection of assets against
unauthorised use or disposition, and efficient utilisation
of resources.

The internal financial control framework is periodically
reviewed through a risk-based internal audit programme
carried out by the Internal Auditors. The observations and

recommendations of the Internal Auditors are regularly
reviewed by the Audit Committee, which monitors the
implementation of corrective and preventive actions
by the Management. The Statutory Auditors have also
evaluated the adequacy and operating effectiveness of
the Company's Internal Financial Controls over Financial
Reporting as required under Section 143 (3) (i) of the
Companies Act, 2013.

The Audit Committee, on behalf of the Board, provides
continuous oversight of the Company's internal control
environment and periodically reviews the adequacy and
effectiveness of the internal financial control systems,
internal audit findings, compliance status and risk
mitigation measures. Wherever considered necessary,
appropriate improvements are implemented to further
strengthen the internal control framework.

Based on the evaluation carried out by the Management,
the Internal Auditors and the Statutory Auditors during
the financial year under review, the Board is of the
opinion that the Company's Internal Financial Controls
with reference to the Financial Statements are adequate
and were operating effectively as on March 31, 2026.
No material weakness or significant deficiency in the
design or operating effectiveness of the Internal Financial
Controls was reported during the year under review.

Further details relating to the internal control systems
and their adequacy are provided in the Management
Discussion and Analysis Report, which forms an integral
part of this Annual Report.

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

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

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

During the year under review, no significant material
orders were passed by the Regulators or Courts or
Tribunals impacting the going concern status and the
Company's operations. However, Members' attention
is drawn to the Statement of Contingent Liabilities and
Commitments in the Notes forming part of the financial
statements.

45. CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time
to time ("SEBI PIT Regulations"), the Company has
established a comprehensive framework to regulate,
monitor and report trading in the securities of the
Company by Designated Persons and other Connected
Persons.

The Company has adopted and implemented the Code of
Conduct for Regulating, Monitoring and Reporting of
Trading by Designated Persons ("Code of Conduct"),
which is applicable to the Promoters, members of the
Promoter Group, Directors, Key Managerial Personnel,
Designated Persons, their Immediate Relatives and other
Connected Persons who may have access to or possess
Unpublished Price Sensitive Information (UPSI). The
Code lays down detailed procedures governing trading
in the Company's securities, including trading window
restrictions, pre-clearance requirements, reporting
obligations and other compliance measures, with the
objective of preventing insider trading and safeguarding
the interests of investors.

The Company has also adopted the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information in accordance with Regulation 8
of the SEBI PIT Regulations, which provides for uniform,
timely and adequate public dissemination of UPSI in a fair
and transparent manner.

Mr. Nikhil Sundrani, Company Secretary and Compliance
Officer of the Company, has been designated as the
Compliance Officer for the purpose of administering and
monitoring compliance with the SEBI PIT Regulations
and the Codes framed thereunder.

In compliance with Regulations 3(5) and 3(6) of the SEBI
PIT Regulations, the Company maintains a Structured
Digital Database (SDD) containing the particulars of
persons or entities with whom UPSI is shared, together
with the nature of such information, date and time of
sharing and the purpose thereof. The Structured Digital
Database is maintained with adequate internal controls
and audit trails to ensure confidentiality, integrity and
regulatory compliance.

During the financial year under review, the Company
complied with the applicable provisions of the SEBI
PIT Regulations and the Codes adopted thereunder.
Necessary disclosures, trading window closures, pre¬
clearance mechanisms and compliance reporting were
carried out in accordance with the applicable regulatory

requirements.

The Code of Conduct for Regulating, Monitoring and
Reporting of Trading by Designated Persons and the
Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information are

available on the website of the Company at https://
hmagroup.co/corporate-governance/?tab=2366.

46. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that its employees are
the cornerstone of its success and continues to place
significant emphasis on developing a skilled, disciplined
and motivated workforce. Being one of India's leading
exporters of frozen buffalo meat and value-added food
products, the Company recognises that maintaining high
standards of food safety, product quality, operational
excellence and regulatory compliance is directly
dependent upon the competence and commitment of its
human resources.

The Company remains committed to providing a safe,
healthy, inclusive and conducive work environment
across its corporate office, manufacturing facilities and
processing plants. Continuous efforts are made to enhance
employees' technical competencies through training and
development programmes covering food safety, hygiene
and sanitation, quality assurance, occupational health and
safety, animal welfare, export regulations, environmental
management, operational efficiency and other functional
areas relevant to the Company's business. The Company
also undertakes various employee engagement and
welfare initiatives to promote a positive work culture,
teamwork and continuous learning.

The Company complies with all applicable labour laws
and employment-related regulations and is committed
to maintaining fair employment practices, equal
opportunity, diversity, employee welfare and ethical
business conduct. The management maintains regular
interaction with employees across all levels, thereby
fostering transparency, trust and effective communication
throughout the organisation.

Your directors also place on record their sincere
appreciation for the dedication, commitment and valuable
contributions made by the employees, whose continued
efforts have enabled the Company to consistently meet
the stringent quality, safety and compliance requirements
of domestic and international customers.

The Company also acknowledges the continued support
and cooperation received from its customers, suppliers,
livestock procurement partners, logistics service

providers, bankers, government authorities, business
associates and other stakeholders, all of whom have
played an important role in the Company's continued
growth.

During the financial year under review, industrial
relations at all the Company's manufacturing
facilities, processing plants and offices remained
cordial, harmonious and peaceful, and there was no
material industrial unrest or disruption affecting the
operations of the Company.

47.    LISTING OF EQUITY SHARES

The Company’s equity shares are listed on the following
Stock Exchanges:

(i)    BSE Limited, Phiroze Jee Jee bhoy Towers, Dalal
Street, Mumbai - 400 001, Maharashtra, India; and

(ii)    National Stock Exchange of India Limited,

Exchange Plaza, Floor 5, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai -
400051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said
Stock Exchanges for the Financial Year 2025-2026.

48.    OTHER DISCLOSURES

Your director’s state the during the financial year under
review:

a)    There has been no issue of Equity Shares with
differential rights as to dividend, voting or otherwise.;

b)    There has been no issue of Equity Shares (including
Sweat Equity Shares) to employees of your Company
under any scheme.;

c)    Your Company has not made any provisions of money
or has not provided any loan to its employees for
purchase of shares of your Company or its Subsidiary
Company, pursuant to the provisions of Section 67 of
the Act and the Rules framed thereunder.;

d)    Disclosure pursuant to section 197(14) of the
companies act, 2013, and rules made thereunder:

Neither the Managing Director or Whole-Time
Director of the Company received any remuneration
or commission from any of its subsidiaries.

e)    Disclosure of proceedings pending, or application
made under insolvency and bankruptcy Code,
2016: Your Board confirms that there is no
proceeding pending against the Company under
the Insolvency and Bankruptcy Code, 2016 and that

there is no instance of a one-time settlement with
any Bank or Financial Institution, during the year
under review.;

f)    Disclosure of reason for difference between
valuation done at the time of taking loan from
bank and at the time of one-time settlement:

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

g)    There is no Raising of funds through preferential
allotment or qualified institutions placement;

h)    Cyber Security Incidents, Breaches, Loss of Data
or Documents: During the year under review, there
were no cyber security incidents, breaches or loss of
data or documents.

i)    There are no material changes and commitments
affecting the financial position of your Company
which have occurred between the end of the financial
year 2025-26 and the date of this report.

j)    Code of Conduct: Pursuant to Regulation 17(5)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company
has adopted a comprehensive Code of Conduct
applicable to all Directors and Senior Management
Personnel. The Code incorporates the duties of
Directors as prescribed under the Companies
Act, 2013 and lays down the standards of ethical
conduct, integrity, transparency, accountability and
compliance expected from all covered persons.

The Code serves as an integral part of the Company's
corporate governance framework and provides
guiding principles on professional conduct,
avoidance of conflict of interest, protection of
confidential information, fair dealing, regulatory
compliance and responsible decision-making.

All Directors and Senior Management Personnel
have affirmed their compliance with the Code of
Conduct for the financial year ended March 31, 2026.
A declaration confirming such compliance, signed
by the Chairperson & Managing Director, forms part
of the Corporate Governance Report forming part of
this Annual Report.

The Code of Conduct is available on the Company's
website at:    https://hmagroup.co/corporate-

governance/?tab=2366.

k) Credit Rating:

During the financial year under review, the Company
continued to maintain healthy credit ratings from
leading domestic credit rating agencies, reflecting
its sound financial position, prudent financial
management practices and established business
profile.

During the year, the Company obtained rating reviews
and reaffirmations from CARE Ratings Limited and
also obtained credit ratings from CRISIL Ratings
Limited in respect of its bank facilities. The overall
rated amount increased during the year in line with
the enhancement of the Company's banking facilities.
While the aggregate rated exposure increased, there
was also a reallocation of limits amongst various
banking facilities based on the Company's financing
requirements.

The credit ratings assigned/reaffirmed during
the financial year 2025-26 and subsequent
changes in the credit ratings up to the date of this
Report are summarised below:

*The credit ratings assigned by CRISIL Ratings
Limited were withdrawn with effect from July 16,
2026.

49. CAUTIONARY STATEMENT

Statements in this Report, including those which relate
to Management Discussion and Analysis, Corporate

Governance Report, describing the Company’s objectives,
projections, estimates and expectations may constitute
‘forward looking statements’ within the meaning of
applicable laws and regulations. Actual results might
differ materially from those either expressed or implied
in the statement depending on the circumstances.

50. APPRECIATION

Your directors place on records their sincere gratitude and
appreciation to the Members for their continued trust,
confidence and unwavering support to the Company.

The Board also expresses its heartfelt appreciation
to the Company's customers, suppliers, livestock
procurement partners, vendors, business associates,
logistics and shipping partners, bankers, financial
institutions, investors, regulatory authorities, stock
exchanges, depositories, Government of India, various
State Governments and all other statutory and regulatory
authorities for their continued cooperation, guidance and
support extended to the Company during the financial
year.

The Directors place on record their deep appreciation
for the commitment, dedication and hard work of the
employees at all levels across the Company's corporate
office, manufacturing facilities and processing plants.
Their professionalism, discipline and relentless efforts
have enabled the Company to consistently maintain high
standards of quality, food safety, operational excellence
and customer satisfaction while strengthening its
position in the global meat export industry.

The Board also acknowledges the valuable support
received from the Company's auditors, consultants,
advisors and all other stakeholders whose continued
association has contributed significantly to the Company's
growth and success.

Your directors look forward to the continued trust,
confidence and support of all stakeholders as the
Company remains committed to achieving sustainable
growth, creating long-term value and strengthening its
leadership position in the global food and meat export
sector.