Your Directors are pleased to present their 40th Report along with the audited financial statements for the financial year ended
March 31,2025.

FINANCIAL RESULTS/STATE OF THE COMPANY’S AFFAIRS

The financial results of the Company for the year ended 31st March, 2025 are summarised below:

PERFORMANCE OF THE COMPANY (STANDALONE COMPARISON)

During the year under review, your Company clocked a total income of ^8,686.71 Crores as against ^8,012.98 Crores
representing an increase of 8.41% over that of the previous year. The PBDIT has increased from ^921.54 Crores (FY
2023-2024) to ^1,033.13 Crores (FY 2024-2025) representing an increase of 12.11%. The Net Profit during the year was
^285.44 Crores in comparison with previous year which stood at ^267.27 Crores resulting in an increase of 6.80%.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

DIVIDEND

For the Financial Year 2024-2025, your Company declared an Interim dividend of ^6/- (600%) per fully paid up equity share
of the face value of ^1 per share (ISIN: INE473B01035) on 15th July, 2024 for the Financial Year 2024-25.

The cash outflow on account of Interim dividend absorbing a sum of ^133,64,89,608/- (Rupees One Hundred Thirty Three
Crores Sixty Four Lakhs Eighty Nine Thousands Six Hundreds Eight only) including a tax deducted at source calculated at
different rates as per the Certificates/Submissions made by the Shareholders as per the Income Tax Act was paid as Interim
Dividend for the financial year 2024-25 out of the accumulated profits of the Company.

During the year 2024-25, a Dividend amount of ^33,87,751/- (^26,26,734 - declared on 27.04.2017 and ^7,61,017 - declared
on 13.07.2017) which remained unclaimed for a period of 7 consecutive years) being unclaimed dividend pertaining to the
financial years 2016-17 and 2017-18 (Interim dividends) was transferred to Investor Education & Protection Fund (IE&PF).

CHANGES IN SHARE CAPITAL

During the Financial Year 2024-25, your Company did not effect any change in the Share Capital and hence, the paid up
Equity Share Capital of the Company stood at 22,27,48,268 Equity Shares of ^1 per Equity Share amounting to ^22.28 Crores.

SUBSIDIARY COMPANY

Pursuant to the Share Purchase Agreements dated 20th January, 2025 entered in to with the erstwhile shareholders of Milk
Mantra Dairy Private Limited (“Milk Mantra”), the Company acquired the entire Share Capital (31,69,056 equity shares of ^10/-
each and 16,06,372 compulsorily convertible preference shares of ^10/- each) of Milk Mantra by discharging the Purchase
Consideration of ^233 Crores between 27th January, 2025 to 25th March, 2025 and upon acquisition of the said Shares, Milk
Mantra has become the Wholly Owned Subsidiary of our Company.

Milk Mantra empowers the Farmers by sourcing the Milk from them with its better sourcing model, and ensures superior
quality dairy products for its consumers. It owns a strong brand milk product viz., Milky Moo. Your Company considers the
acquisition of Milk Mantra, a strategic decision, which will yield immense benefits to the Company in the years to come. Milk
Mantra recorded a turnover of ^290.94 Crores in 2024-25 against ^276.42 Crores during the previous year 2023-24.

In accordance with Section 129(3) of the Act, the Company has prepared the Consolidated financial statements of the
Company. Further, a statement containing the salient features of financial statements of the Wholly Owned Subsidiary
Company in Form No. AOC-1 is attached herewith as Annexure G. The annual accounts of the Wholly Owned Subsidiary is
hosted on the website of the Company viz. www.hap.in and will also be kept open for inspection by the shareholders at the
registered office of the Company till the date of AGM. The Company will also provide a copy of the annual accounts of Wholly
Owned Subsidiary company to the shareholders upon their request.

TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made
during the Year.

FINANCE

The total borrowings reduced from ^2,271.55 Crores to ^2,096.51 Crores mainly on account of reduction in inventory levels
and also due to internal accruals from operations/improvement in the business of the Company.

Your Company follows judicious management of its Short Term and Long Term Borrowings with strong relationship with
various reputed Banks from whom your Company has availed Credit facilities at very competitive rates.

DEPOSITS

The total amount of fixed deposits (excluding interest on Cumulative Deposits) from public, outstanding and unclaimed as at
31st March, 2025, was NIL.

INVESTOR EDUCATION AND PROTECTION FUND (IE&PF)

Pursuant to the applicable provisions of the Companies Act,
2013, read with the IE&PF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“the IE&PF Rules”), all the
Unpaid or Unclaimed dividends are required to be
transferred by the Company to the IE&PF Authority after the
completion of seven years. Further, according to the Rules,
the Shares on which dividend has not been paid or claimed
by the shareholders for seven consecutive years or more
shall also be transferred to the demat account of the IE&PF
Authority. During the year 2024-25, a Dividend amount of
^33,87,751/- (^26,26,734 - declared on 27.04.2017 and
^7,61,017 - declared on 13.07.2017) which remained
unclaimed for a period of 7 consecutive years) being
unclaimed dividend pertaining to the financial years 2016-17
and 2017-18 (Interim dividends) was transferred to Investor
Education & Protection Fund (IE&PF).

The details in respect of transfer of unclaimed dividends are
provided in the Shareholder information section of this
Annual Report and are also available on our website, at
https://www.hap.in/unclaimed-dividened.php

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

During the financial year 2024-25, the Company has
provided security to the extent of ^20 Crores for the financial
facility availed by Milk Mantra Dairy Private Limited, a wholly
owned subsidiary of the Company. The same was satisfied
by Milk Mantra Dairy Private Limited on 31st March, 2025.

Except the above, there were no loans and guarantees given
by the Company falling under Section 186 of the Companies
Act, 2013. Investments under the provisions of Section 186
of the Companies Act, 2013 have been made. Particulars of
investments covered under Section 186 forms part of the
notes on financial statements provided in this Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Appointments, Resignations and Changes

Dr. Archana Narayanaswamy (DIN: 03560101) who was
appointed as an Additional Director under the category of
Non-Executive Independent Woman Director with effect
from 29th March, 2024 was appointed as Non-Executive
Independent Woman Director with the approval of Members
through Postal Ballot dated 21st June, 2024 to hold office as
Non-Executive Independent Woman Director of the
Company for a period of 5 (five) consecutive years w.e.f.,
29th March, 2024.

Mrs. Bharathi Baskar (DIN: 10695960) who was appointed as
an Additional Director under the category of Non-Executive
Independent Woman Director with effect from 15th July,
2024 was appointed as Non-Executive Independent Woman
Director with the approval of Members at the Annual General
Meeting held on 28th August, 2024 to hold office as Non¬
Executive Independent Woman Director of the Company for
a period of 5 (five) consecutive years w.e.f., 15th July, 2024.

Mr. C Sathyan (DIN: 00012439), who was the Managing
Director of the Company was re-designated as Executive
Vice Chairman of the Company for a period commencing
from 12th September, 2024 to 18th October, 2025 (both days

inclusive) with the approval of Members through Postal
Ballot dated 28th October, 2024.

Mr. J Shanmuga Priyan (DIN: 10773578) who was appointed
as an Additional Director with effect from 12th September,
2024 was appointed as Managing Director with the approval
of Members through Postal Ballot dated 28th October, 2024.

Mr. Tammineedi Balaji (DIN: 00127833) Non-Executive
Independent Director of the Company completed his 2 (two)
terms of consecutive five years (i.e., 10 years) as an
Independent Director on 22nd September, 2024 and hence
ceased to be an Independent Director from the close of
business hours on 22nd September, 2024. The Board placed
on record its grateful appreciation for the distinguished
services rendered by Mr. Tammineedi Balaji during his
association with the Company as an Independent Director.

Dr. Chalini Madhivanan (DIN: 02982290) Non-Executive
Independent Woman Director of the Company completed
her 2 (two) terms of consecutive five years (i.e., 10 years) as
an Independent Woman Director on 22nd September, 2024
and hence ceased to be an Woman Independent Director
from the close of business hours on 22nd September, 2024.
The Board placed on record its grateful appreciation for the
distinguished services rendered by Dr. Chalini Madhivanan
during her association with the Company as an Independent
Woman Director.

Mr. P Vaidyanathan (DIN: 00029503) Non-Executive Non¬
Independent Director resigned from the position as such with
effect from the close of business hours on 12th September,
2024 due to his personal commitments. The Board placed
on record its grateful appreciation for the distinguished
services rendered by Mr. P Vaidyanathan during his
association with the Company as a Non-Executive
Non-Independent Director.

Mr. D Sathyanarayan (DIN: 08489439) Non-Executive Non¬
Independent Director resigned from his position with effect
from the close of business hours on 12th September, 2024
due to his personal commitments. The Board placed on
record its grateful appreciation for the distinguished services
rendered by Mr. D Sathyanarayan during his association with
the Company as a Non-Executive Non-Independent Director.

Mr. G Somasundaram, Company Secretary and Compliance
Officer of the Company resigned from the position due to
superannuation with effect from the close of business hours
on 31st July, 2024. The Board placed on record its
appreciation for the services rendered by Mr. G
Somasundaram during his tenure at the Company Secretary.

Mr. C Subramaniam (Membership No: FCS6971) was
appointed as the Company Secretary and Compliance
Officer of the Company with effect from September 14, 2024.

Mr. C Sathyan, Executive Vice-Chairman, Mr. J Shanmuga
Priyan, Managing Director, Mr. H Ramachandran, Chief
Financial Officer and Mr. C Subramaniam, Company
Secretary are the Key Managerial Personnel (KMPs) of the
Company as per Section 203 of the Companies Act, 2013.

Brief Profile of Directors appointed during the Financial Year
2024-25:

Dr. Archana Narayanaswamy aged 62 years is a highly
accomplished dental professional with a stellar academic
background and extensive expertise in the field. She
obtained her B.Sc in Home Science from S.I.E.T. Women's
College, Chennai, in 1982, followed by a BDS from Ragas
Dental College, Chennai, in 1997. Driven by a passion for
innovation, she further honed her skills through specialised
training, including the Progressive Orthodontic Seminars in
Singapore in 2001 and a Fellowship in Laser Dentistry from
The Tamil Nadu Dr. MGR Medical University, Chennai, in
2014. With a commitment to excellence and patient-centric
care, she continues to lead the way in advancing dental
healthcare, leveraging cutting-edge technologies and
techniques to deliver superior outcomes and enhances
patient satisfaction.

In the Opinion of the Board, the Independent Director Dr.
Archana Narayanaswamy appointed during the financial year
ended 31st March, 2024 has the requisite Independence,
Integrity, Expertise and Experience.

Mrs. Bharathi Baskar was a Banker with more than three
decades of experience in the areas of Operations,
Regulatory Compliance and Customer Service. She is a
famous television personality and an ace debator. Besides
this she is also a motivational speaker and a writer who has
authored five books on various women empowerment
topics. She is also the recipient of the Tamil Nadu
Government’s Literary Award “Kambar Vizidhu 2022.”

In the Opinion of the Board, the Independent Woman
Director Mrs. Bharathi Baskar appointed with effect from
15th July, 2024 has the requisite Independence, Integrity,
Expertise and Experience.

Mr. J Shanmuga Priyan, aged 47 years, is a Post Graduate in
Commerce and possesses a rich experience in the Dairy
Industry served in various positions in Hatsun Agro Product
Limited up to the level of Chief Operating Officer handling
Commercials, Procurement, Logistics, Operations, Finance
& Accounts, Auditing etc., in the Company and his
Service/Experience in Hatsun Agro Product Limited is
spanning over a period of more than two decades. He joined
Hatsun Agro Product Limited on 7th March, 2001 and has
acquired the in depth knowledge of the business, products,
operations etc., in the Dairy Industry. He is in-charge of the
day to day operations of our Company. He is holding a
Directorship in Milk Mantra Dairy Private Limited which is the
wholly owned subsidiary of Hatsun Agro Product Limited.

In the Opinion of the Board, the Managing Director Mr. J
Shanmuga Priyan appointed with effect from 12th
September, 2024 has the requisite Expertise and Experience
to serve as the Managing Director.

Other than the above, there were no Resignations or
Changes in the Directors and Key Managerial Personnel that
happened during the financial year 2024 - 25 which is under
review.

Re-appointments

As per provisions of the Companies Act, 2013, Mr. C
Sathyan, Executive Vice Chairman and Mr. K S Thanarajan,
Non-Executive Director are liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. The Board of Directors
recommends their re-appointment.

Brief Profile of Directors proposed to be Re-appointed:

Mr. C. Sathyan, aged 46 years is the Executive Vice
Chairman of our Company. He has held various executive
positions during his career, spanning over 20 years. He is
vested with the responsibility of supporting the Chairman,
setting up of the goals, formulating the Strategies, Business
plans and monitoring their Implementation besides acting as a
bridge between the Board and Management. He is the son of
Mr. R. G. Chandramogan, the Chairman of the Company.
Except the Directorship held in this Company, Mr. C. Sathyan
does not hold any Directorship in any other Company.

Mr. K.S. Thanarajan, aged 76 years is a Master in Economics
from the University of Madras. He has been in the dairy
business for more than 20 years and brings with him a deep
functional experience of the dairy industry.

Your Board recommends the reappointment of Mr. C.
Sathyan and Mr. K.S. Thanarajan who are retiring by rotation
in the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declarations from all its
Independent Directors that they meet the criteria of
Independence as laid down under section 149(6) of the
Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of the financial year ended
March 31,2025.

Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV of the
Companies Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

As per the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended,
your Company presents the Business Responsibility and
Sustainability Report (BRSR) in the format as specified by
SEBI which is forming part of this report.

BOARD MEETINGS HELD DURING THE FINANCIAL
YEAR

During the year under review, Seven (7) Board Meetings were
convened and held, the details of which are given in the
Corporate Governance Report. The intervening gap between
the Meetings was within the time period prescribed under
the Companies Act, 2013.

BOARD COMMITTEES

The primary five committees of the Board are Audit
Committee, Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, Corporate Social
Responsibility Committee and Risk Management
Committee. Other than the above said primary committees,
the Board has the following additional committees also viz.,
Borrowing & Investment Committee and Core Committee. A
detailed note on the committees is provided under the
Corporate Governance Report forming part of this Board's
Report. The composition of the Primary Committees as of
31st March 2025 (including the changes effected up to the
date of this report) and their meeting dates are given below:

Pursuant to the Appointment, Resignation and Cessation of Directors,

i) the Audit Committee was re-constituted w.e.f., 13th September, 2024. The Audit Committee at present (w.e.f., 13th
September, 2024) comprises of Mr. S.Subramanian (Chairman), Mr. K.S. Thanarajan, Mr. V R Muthu, Dr. Archana
Narayanaswamy and Mrs. Bharathi Baskar, as its Members.

ii) the Nomination and Remuneration Committee was re-constituted w.e.f., 13th September, 2024. The Nomination and
Remuneration Committee at present (w.e.f., 13th September, 2024) comprises of Mr. S.Subramanian (Chairman),
Mr. V R Muthu and Mrs. Bharathi Baskar, as its Members.

iii) the Stakeholders’ Relationship Committee was re-constituted w.e.f., 13th September, 2024. The Stakeholders’
Relationship Committee at present (w.e.f., 13th September, 2024) comprises of Mr. S.Subramanian (Chairman),
Mr. K.S. Thanarajan, Mr. V R Muthu and Dr. Archana Narayanaswamy, as its Members.

There is no change in the constitution of Corporate Social
Responsibility Committee, Risk Management Committee,
Borrowing & Investment Committee and Core Committee.

Details of recommendations of Audit Committee which
were not accepted by the board along with reasons

The Audit Committee generally makes certain
recommendations to the Board of Directors of the Company
during its meetings held to consider financial results
(Unaudited and Audited) and such other matters placed
before the Audit Committee as per the Companies Act 2013
and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
from time to time. During the year, the Board of Directors
considered all the recommendations made by the Audit
Committee, accepted and carried out the same to its
satisfaction. Hence there are no recommendations of Audit
Committee unaccepted by the Board of Directors of the
Company during the year under review.

DETAILS OF POLICIES DEVELOPED BY THE COMPANY

(i) Nomination and Remuneration Policy

The Company has formulated the Nomination and
Remuneration Policy in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable Rules
thereto and Part D of Schedule II of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to
time. The objective of this policy is to ensure

• The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate directors of
the quality required to run the company successfully;

• Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel
and Senior Management involves a balance with short
and long-term performance objectives appropriate to
the working of the company and its goals;

This policy is being governed by the Nomination and
Remuneration Committee comprising of members of the
Board, as stated above, comprising of three Independent
Directors. The policy lays down the standards to be followed
by the Nomination and Remuneration Committee with respect
to the appointment, remuneration and evaluation of Directors
and Key Management Personnel. Salient features of the
Nomination and Remuneration Policy is annexed herewith
marked as Annexure A and forms part of this report. The
detailed policy is hosted on the website of the Company and
the web link for same is https://www.hap.in/policies.php.

Affirmation that the remuneration is as per the
remuneration policy of the Company

The Company has formulated the Nomination and
Remuneration Policy in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable rules
thereto and Part D of Schedule II of Securities and Exchange

Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to
time. This policy governs the criteria for deciding the
remuneration for Directors, Key Managerial Personnel and
Senior Management Personnel. It is affirmed that the
remuneration to Directors, Key Managerial Personnel and
Senior Management Personnel is being fixed based on the
criteria and parameters mentioned in the above mentioned
policy of the Company.

Board Diversity

The Company recognises and values the importance of a
diverse board as part of its corporate governance and
success. The Company believes that a truly diverse Board
will leverage differences in ideas, knowledge, thought,
perspective, experience, skill sets, age, ethnicity, religion and
gender which will go a long way in retaining its competitive
advantage. The Board has on the recommendation of the
Nomination and Remuneration Committee, adopted a Board
Diversity Policy which sets out the approach to diversity of
the Board of Directors.

(ii) Corporate Social Responsibility Policy (CSR)

Your Company recognises that its business activities have
wide impact on the societies in which it operates, and
therefore an effective practice is required giving due
consideration to the interests of its stakeholders including
shareholders, customers, employees, suppliers, business
partners, local communities and other organisations.

Your Company endeavours to make CSR an important
agenda and is committed to its stakeholders to conduct its
business in an accountable manner that creates a sustained
positive impact on society. Your Company satisfying the
threshold as stipulated under Section 135 of the Companies
Act, 2013 has established the CSR Committee comprising of
members of the Board, as stated above, and the Chairman
of the Committee is Non-Executive and Independent
Director. The said Committee has formulated and approved
the CSR policy as per the approach and direction given by
the Board pursuant to the recommendations made by the
Committee including guiding principles for selection,
implementation and monitoring of activities as well as
formulation of Annual Action Plan for the Company with its
major focus on:-

• Devising meaningful and effective strategies for carrying
out CSR activities and engaging with all stakeholders
towards implementation and monitoring.

• Make sustainable contributions to communities.

• Identify socio-economic opportunities to perform CSR
activities.

• Focus on social welfare activities and programmes as
envisaged in Schedule VII of The Companies Act, 2013.

• Modalities of utilising the funds and implementation of
schedules for the Projects or Programmes.

• Monitoring and Reporting mechanism for the Projects or
Programmes; and

• Details of need and impact assessment study, if any, for
the Projects undertaken by the Company

The CSR Committee recommends to the Board of Directors
to implement the CSR activities covering any of the areas as
detailed under Schedule VII of the Companies Act, 2013 as
per CSR Policy of the Company. Annual Report on CSR
activities as required under the provisions of the Companies
Act, 2013 is annexed herewith marked as Annexure B and
forms part of this report.

(iii) Risk Management Policy

The Board of Directors of your Company has adopted a Risk
Management Policy which details the procedures to be
followed by the Company with regard to risk management.
The Company has formed a Risk Management Committee
comprising of four members of the Board who shall evaluate
and review the risk factors associated with the operations of
the Company and recommend to the Board the methods to
mitigate the risk and advise from time to time various
measures to minimising the risk and monitor the risk
management for the Company.

The policy broadly defines the scope of the Risk
Management Committee which comprises of:-

• Review and approve the Risk Management Policy and
associated frameworks, processes and practices of the
Company.

• Ensuring that the Company is taking the appropriate
measures to achieve prudent balance between risk and
reward in both ongoing and new business activities.

• Evaluating significant risk exposures of the Company and
assess management's actions to mitigate the exposures
in a timely manner (including one-off initiatives, and
ongoing activities such as business continuity planning
and disaster recovery planning & testing).

• Co-ordinating its activities with the Audit Committee in
instances where there is any overlap with audit activities
(e.g. internal or external audit issue relating to risk
management policy or practice).

• Reporting and making regular recommendations to the
Board.

(iv) Whistle-Blower Policy - Vigil Mechanism

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations. To maintain these standards, the Company
encourages its employees who have concerns about
suspected misconduct to come forward and express these
concerns without fear of punishment or unfair treatment. A
Vigil (Whistle-Blower) mechanism provides a channel to the
Employees and Directors to report to the management
concerns about unethical behavior, actual or suspected
fraud or violation of the Code of Conduct or Policy. The
mechanism provides for adequate safeguards against
victimisation of employees and directors to avail of the
mechanism and also provide for direct access to the
Chairman of the Board/Chairman of the Audit Committee in
exceptional cases.

In line with the statutory requirements, the Company has
formulated a Whistle-Blower Policy/Vigil Mechanism, which
covers malpractices and events which have taken
place/suspected to have taken place, misuse or abuse of
authority, fraud or suspected fraud, violation of company
rules, manipulations, negligence causing danger to public
health and safety, misappropriation of monies, and other
matters or activity on account of which the interest of the
Company is or is likely to be affected and formally reported
by whistle blowers concerning its employees.

The Managing Director is responsible for the administration,
interpretation, application and review of this policy. The
Managing Director is also empowered to bring about
necessary changes to this Policy, if required at any stage
with the concurrence of the Audit Committee. The
mechanism also provides for access to the Chairman of the
Audit Committee in required circumstances.

(v) Dividend Distribution Policy

According to the Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 as
amended, your company falling under top 1000 listed
entities based on the market capitalisation (calculated as on
March 31 of every financial year) has framed the Dividend
Distribution Policy which is attached in this Annual Report
marked as Annexure E.
Weblink:https://www.hap.in/policies.php.

(vi) Policy on Material Subsidiary

The Company has formulated a Policy for Determining
Material Subsidiaries and the same is available on the
Company’s website: https://www.hap.in/policies.php

Though, Milk Mantra Dairy Private Limited is a Wholly Owned
Subsidiary of the Company, it is not a Material Subsidiary of
the Company. The Company does not have any other
material subsidiary.

EVALUATION OF BOARD, COMMITTEE AND
DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, an annual performance
evaluation of the performance of the Board, the Directors
individually as well as the evaluation of the working of the
Board Committees was carried out based on the criteria and
framework adopted by the Board.

The evaluation process for measuring the performance of
Executive/Non-Executive and Independent Directors is
being conducted through a survey which contains a
questionnaire capturing each Board and Committee
Member’s response to the survey which provides a
comprehensive feedback to evaluate the effectiveness of the
Board and its Committees as a whole and also their
independent performance. The methodology adopted by
each Director who responded to the survey has graded their
peers against each survey item from 1 to 5 with 1 marking
the lower efficiency and 5 the highest efficiency which
revealed more realistic data on measuring the effectiveness

of the Board dynamics, flow of information, decision making
of Directors and performance of Board and Committee as a
whole.

The Independent Directors evaluation is being done by the
entire Board with main focus on their adherence to the
Corporate Governance practices and their efficiency in
monitoring the same. They are also being evaluated on
various parameters viz., their performance by way of active
participation, in Board and Committee meetings, discussing
and contributing to strategic planning, fulfillment of
Independence criteria as specified under SEBI (LODR)
Regulations, 2015 as amended and their independence from
the Management etc., ensuring non participation of
Independent Director being evaluated.

Apart from the above, the performance of Non-Independent
Directors and the Board as a whole in terms of prudent
business practices adopted by them towards governance of
the operations of the Company, adherence to the highest
standards of integrity and business ethics, exercising their
responsibilities in a bona fide manner in the best interest of
the Company and not allowing any extraneous consideration
that shall impede their decision making authority in the best
interest of the Company was also carried out to evaluate
their performance.

The performance evaluation of the Non-Independent
Directors was carried out by the entire Board of Directors
(excluding the Director being evaluated) and they have
expressed their satisfaction with the evaluation process
which considered their commitment and the exercise of their
responsibilities in the best interest of the Company.

The performance of the Chairman of the Company was
reviewed by the Independent Directors who ensured during
their review, that the Chairman conducted the Board
proceedings in an unbiased manner without any conflict with
his personal interest at any point of time. It was further
ascertained by the Independent Directors that the Chairman
allowed the Board Members to raise any concerns on any
business of the Board during their Meetings and addressed
them in the best interest of the Company.

As per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2018/79
dated 10th May 2018, the followings details are being
provided on Board evaluation.

TRAINING AND FAMILIARISATION PROGRAM FOR
INDEPENDENT DIRECTORS

Every Independent Director on being inducted into the Board
attends an orientation program. To familiarise the new
Directors with the strategy, operations and functions of our
Company, the Executive Directors/Senior Managerial
Personnel make presentations to the inductees about the
Company's strategy, operations, product offerings,
Organisation structure, human resources, technologies,
facilities and risk management.

Further, at the time of appointment of Independent Directors,
the Company issues a formal letter of appointment outlining
his/her role, functions, duties and responsibilities as a Director.
The detailed familiarisation program for Independent Directors
is hosted on the website of the Company and the weblink for
same is https://www.hap.in/policies.php.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e.
SS-1 and SS-2, issued by the Institute of Company
Secretaries of India, relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively, have been
duly followed/complied with by the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR.

Milk Mantra Dairy Private Limited become a Wholly Owned
Subsidiary of your Company by way of acquisition of the
entire Shareholding in that Company during the Financial Year
2024-25. Apart from the above, your Company does not have
any other subsidiary or joint venture or associate companies.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on 20th September,
2022, M/s. Deloitte Haskin & Sells, Chartered Accountants,
(Firm Registration number 117366W/W100018) were
re-appointed as Statutory Auditors of the Company to hold
office for a Second and Final Term of 5 consecutive years
from the conclusion of Thirty Seventh (37th) Annual General
Meeting of the Company until the conclusion of Forty
Second (42nd) Annual General Meeting of the Company to
be held in the calendar year 2027.

The Company has received a Certificate from the Statutory
Auditors to the effect that they are not disqualified to
continue as Auditors of the Company.

The Notes on financial statement referred to in the Auditors’
Report are self-explanatory and do not call for any further
comments. The Auditors’ Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Total Fees for all the Services paid by the Company, on a consolidated basis, to the Statutory Auditors

Total Fees for all the Services paid the Company, on Consolidated basis to Statutory Auditors for the Financial Year 2024-25
was ^0.98 Crores (excluding tax) for your Company ie., Hatsun Agro Product Limited and ^0.35 Crores (excluding tax) for your
Wholly Owned Subsidiary Company ie., Milk Mantra Dairy Private Limited in 2024-25 totaling ^1.33 Crores (excluding tax) for
the Group.

The Board, in consultation with the Statutory Auditors and as per the recommendation of Audit Committee, will decide the
payment of Audit Fee payable to the Statutory Auditors for all their services including audit of accounts, tax audit etc., for the
financial year 2025-26 excluding out of pocket expenses.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S. Dhanapal, Senior Partner, M/s. S. Dhanapal &
Associates LLP, a firm of Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report for the financial year 2024-2025 is annexed herewith marked as Annexure C and forms part of this report. As
required by the Listing Regulations, the Auditors’ Certificate on Corporate Governance is enclosed as Annexure D to the
Board’s report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to Regulation 24A(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
M/s. S. Dhanapal & Associates LLP, a firm of Practising Company Secretaries is proposed to be appointed as Secretarial
Auditors for first term of Five consecutive years from FY 2025-26 to FY 2029-30 subject to the approval of Shareholders in
the ensuing Annual General Meeting.

Cost Auditor

Pursuant to the provisions of clause (g) of sub-section (3) of Section 141 read with sub section (3) of Section 148 of the
Companies Act, 2013, the Company has appointed M/s. Ramachandran & Associates, Cost Auditors (Firm Registration
No.000799) as Cost Auditor of the Company to conduct the audit of the Cost Accounting records maintained by the
Company relating to those products as mandated by the Companies Act, 2013 and the Companies (Cost records and audit)
Rules, 2014, as amended. In this regard, the units manufacturing Milk Powder at Palacode, Salem and Kanchipuram have
been covered under Cost Audit for the financial year 2024-25.

The Company maintains the Cost Records as specified by the Central Government under Section 148(1) of the Companies
Act, 2013 as applicable to the Company.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance
of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the
Companies Act, 2013 details of which needs to be mentioned in this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

Details of Top ten Employees in terms of Remuneration drawn*:

* Resigned and relieved from the employment on 15th March, 2025

*The top ten Employees do not include Executive Director and KMPs and their Remuneration details are shown
separately in the Board’s Report.

(i) Details of the employees employed throughout the year and drawing remuneration which in the aggregate is not less than
Rupees One Crore and Two Lakhs per annum, during the financial year. - NIL.

(ii) Employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, which, in the
aggregate exceeds Rupees Eight Lakhs and Fifty Thousand per month, during the financial year.- NIL.

(iii) None of the employees except the Executive Vice Chairman employed throughout the financial year or part thereof, hold
by himself or along with his spouse and dependent children, more than two per cent of the equity shares of the Company.

Details required as per Section 197 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

Note: Retirement benefits like Gratuity not included since the same is not comparable.

1 Appointed as Managing Director with effect from 12th September, 2024. He was a Chief Executive Officer up to 11th
September, 2024

2 Resigned with effect from 31st July, 2024 due to superannuation

3 Appointed with effect from 14th September, 2024

Percentage increase in the median remuneration of
employees in the financial year

The median remuneration of Employees for the Financial
Year 31st March, 2025 was arrived at ^27,754/- per month
and the median remuneration of Employees for the previous
financial year 31st March, 2024 was arrived at ^22,196/- per
month and accordingly, there was an increase of 25.04% in
the median remuneration of employees in the financial year.

Number of permanent employees on the rolls of the
company as on 31.03.2025

The Number of permanent employees on the rolls of the
Company as of 31st March, 2025 stood at 5,313.

Average percentile increase already made in the salaries
of employees other than the managerial personnel in
the last financial year and its comparison with the
percentile increase in the managerial remuneration and
justification thereof and point out if there are any
exceptional circumstances for increase in the
managerial remuneration;

The average percentile increase was about 8.76% for all the
employees who went through the compensation review
cycle in the year. For the managerial personnel, the
compensation has increased for Executive Vice Chairman,
Managing Director, CFO and the Company Secretary, due to
annual increment based on their performance. The
remuneration for the Executive Vice Chairman and
Managing Director is determined by the Shareholders for a
defined term as stipulated under the Companies Act, 2013.

The compensation decisions are taken after considering at
various levels of the benchmark data and the compensation
budget approved for the financial year. The Nomination and
Remuneration Committee recommends to the Board of
Directors any compensation revision of the managerial
personnel. In respect of Whole-time Directors the
remuneration fixed for them is finally approved by the
Shareholders.

Details of pecuniary relationship or transactions of the
Non-Executive Directors vis-a-vis the Company

All the Non-Executive Directors except the Chairman were
entitled to only the Sitting fees of ^75,000 for every Board
Meeting they attend and a Sitting fee of ^15,000 for every
Committee Meeting they attend as Members of respective
committees pursuant to the revision in the sitting fees
approved by the Board at its meeting held on 19th January,

2024.

Mr. K.S. Thanarajan, Non-Executive Non-Independent
Director held 6,68,179 Equity shares as of 31st March 2025.

Dr. Archana Narayanaswamy, Non-Executive Non-Independent
Woman Director held 60,000 Equity Shares as of 31st March

2025.

Mr. V.R. Muthu, Non-Executive Independent Director held
59,773 Equity Shares as of 31st March, 2025.

Other than the Sitting fees, Mr. D Sathyanarayan, Non¬
Executive Non-Independent Director of the Company was
paid a Remuneration for the services rendered by him after
obtaining the approval of the Members by passing a Special
Resolution through Postal Ballot dated 13th December,
2023.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The term Internal Financial Control has been defined as the
policies and procedures adopted by the company to ensure
orderly and efficient conduct of its business, including
adherence to company’s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and the timely preparation
of reliable financial information.

Your Company has adequate and robust Internal Control
System, commensurate with the size, scale and complexity
of its operations. To maintain its objectivity and
independence, the Internal Audit reports are submitted to the
Audit Committee of the Board. The Internal Audit
Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the
report of internal audit function, process owners undertake
corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board. The Audit
Committee also conducts discussions about Internal Control
System with the Internal and Statutory Auditors and the
Management of the Company and satisfy themselves on the
integrity of financial information and ensure that financial
controls and systems of risk management are robust and
defensible.

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

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. All the employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The Company has not received any complaint on
sexual harassment during the financial year ended 31.03.2025.

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, there are no significant and/or material
Orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company’s
operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAS OCCURRED SINCE 31.03.2025 TILL THE DATE
OF THIS REPORT

There have been no material changes and commitments
which affect the financial position of the company which
have occurred between the end of the financial year i.e., from
31.03.2025 to which the financial statements relate until the
date of this report.

EXTRACT OF ANNUAL RETURN

As per the MCA Notification dated 28th August, 2020
making an amendment to Rule 12(1) of The Companies
(Management and Administration) Rules, 2014, a weblink of
the Annual Return is furnished in accordance with sub
section (3) of Section 92 of the Companies Act, 2013 and as
prescribed in Form MGT 7 of the Companies (Management
and Administration) Rules, 2015 You may please refer to our
Company’s weblink https://www.hap.in/annual-return.php.

RELATED PARTY TRANSACTIONS

As required under Regulation 23 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, the Company has developed a
policy on dealing with Related Party Transactions and such
policy is disclosed on the Company's website. The weblink for
the same is https://www.hap.in/policies.php

There were no related party transactions entered into during
the financial year by the company with the Promoters, Key
Managerial Personnel or other designated persons which
may have potential conflict with the interest of the Company
at large other than the remuneration paid to the Executive
Director/s and Non-Executive Director/s and Dividend
received by them from the Company in proportion to the
shares held by them, the transactions with HAP Sports Trust
by way of contribution towards CSR activities, the payment
made to the Registrar and Share Transfer Agents and the
payments made to the wholly owned Subsidiary Company
Milk Mantra Dairy Private Limited.

The details of Related Party Transactions are provided in the
Notes to the Accounts and AOC-2 forming part of the
Director’s Report - Marked as Annexure H.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance
requirements under the Companies Act, 2013 and as
stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended. A report on Corporate Governance
including Management Discussion and Analysis under
Regulation 34 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 along with a certificate from M/s. S Dhanapal &
Associates, LLP, a firm of Practising Company Secretaries,
confirming to the compliance is annexed herewith marked as
Annexure D and forms part of this report.

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

The details on Conservation of energy, technology absorption,
foreign exchange earnings and outgo are annexed herewith as
marked as Annexure F and forms part of this report.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the
Directors would like to state that:

1. In the preparation of the annual accounts, the
applicable accounting standards have been followed.

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

3. The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a
going concern basis.

5. The Directors had laid down internal financial controls to
be followed by the company and that such internal
financial controls are adequate and were operating
effectively.

6. The Directors had devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

DEPOSITORY SYSTEM

As the members are aware, your Company’s shares are
tradable in electronic form and the Company has established
connectivity with both the Depositories i.e., National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). In view of the advantages of the
Depository System, the members are requested to avail of
the facility of dematerialisation of the Company’s shares.

INDUSTRIAL RELATIONS

Industrial relations in all the units and branches of your
Company remained cordial and peaceful throughout the
year.

DETAILS OF APPLICATION MADE/PROCEEDINGS
PENDING UNDER IBC CODE, 2016 DURING THE YEAR
AND THEIR STATUS AS AT THE END OF FINANCIAL
YEAR 2024-2025: NIL.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

NA.

DETAILS OF ONE TIME SETTLEMENT, IF ANY; NIL
ACKNOWLEDGEMENTS

The Directors wish to thank the business associates,
customers, vendors, bankers, farmers, channel partners and
investors for their continued support given by them to the
Company. The Directors would also like to thank the
employees for the contributions made by them at all levels.

By order of the Board

For HATSUN AGRO PRODUCT LIMITED

Sd/- Sd/-

R.G. Chandramogan C. Sathyan

Chairman Vice Chairman

DIN:00012389 DIN:00012439

Place: Chennai
Date: 28th April, 2025