TO THE MEMBERS OF HINDUSTAN FOODS LIMITED

Your Directors are pleased to present Your Company's 38th (Thirty-Eighth) Annual Report on the business and operations, together with the Audited Financial Statements (Consolidated and Standalone) for the Financial Year ended March 31, 2023.

(Rs. In Lakhs)

Your Company delivered record operational performance, in-line with your Board's expectations and guidance. During the Financial Year 2022-23, your Company has further strengthened its existing businesses and customers while building new capabilities and ramping up the new facilities which resulted into a jump in the consolidated revenues by around 27% compared to previous year and a very healthy growth in the consolidated Profit After Tax ('PAT') of 59% compared to previous year. The year under review has delivered a strong growth considering an eventful year wherein your Company reported a consolidated turnover of Rs. 2,602.6 Crores as compared to Rs. 2,043.8 Crores during the previous year and the consolidated PAT of Rs. 71.1 Crores for the year under review also rose from Rs. 44.6 Crores in the previous year.

Your Company has set up a Wholly-Owned Subsidiary Company, HFL Consumer Products Private Limited ('HCPPL') to undertake the ice cream project in Uttar Pradesh. To fund this project, during the year under review, your Company has provided an additional loan to HCPPL. Your Directors are pleased to inform that HCPPL has ramped up its plant and has made its first commercial production in late April, 2022 and reported total revenue from operations for the year ended March 31, 2023 of Rs. 4,831.72 Lakhs and reported its maiden PAT at Rs. 210.07 Lakhs. Your Directors are confident that HCPPL will continue in building the consolidated revenues of your Company for the Financial Year 2023-24.

Your Directors are further pleased to inform you that your Company's acquisition of Aero Care Personal Products LLP ('ACPPL') enabled the Company to enter into the field of manufacturing of Color Cosmetics and ACPPL had achieved its highest ever turnover in the Financial Year 2022-23 of Rs. 10,712.05 Lakhs and reported its maiden PAT at Rs.314.96 Lakhs. Your Company expects to add more growth in your Company's consolidated income by ACPPL in Financial Year 2023-24.

Your Company has also successfully completed the acquisition of Reckitt Benckiser Scholl India Private Limited ('RBSIPL') on July 1, 2022. This acquisition was pursuant to the Share Purchase Agreement ('SPA') which was executed on January 24, 2022 between the Shareholders of the RBSIPL and your Company. RBSIPL is engaged in the business of manufacturing and supply of foot care products. RBSIPL became a Wholly - Owned Subsidiary Company of your Company with effect from July 1, 2022. The acquisition of the Shares of RBSIPL is in line with your Company's strategy to enter Contract Manufacturing and expansion of its business into OTC Healthcare and Wellness products. During the year under review, RBSIPL recorded a turnover of Rs. 6,122.96 Lakhs and reported PAT of Rs.295.66 Lakhs, from the date it became Wholly - Owned Subsidiary Company of your Company upto March 31, 2023. Your Directors are confident that this acquisition will add significant growth to your Company and expand its business into OTC Healthcare and Wellness globally.

Your Company has also executed a Business Transfer Agreement ('BTA') on December 15, 2022, with Reckitt Benckiser Healthcare India Private Limited ('Reckitt') for acquisition of a manufacturing facility situated at Baddi, Himachal Pradesh (subject to certain customary/usual adjustments in accordance with the terms and conditions set out in the BTA), on a slump sale and going concern basis. The said facility is into manufacturing of a vast variety of OTC Healthcare and Wellness products and Skin Care including some of Reckitt's key products. The acquisition also provides your Company an opportunity to leverage idle capacity for better utilisation and incremental profits on consolidated basis.

Your Board is confident that Customers will look at your Company's track record of executing Greenfield and brownfield projects flawlessly and integrating the acquisitions seamlessly and continue to propel us towards our next goal of achieving the target of Rs. 4,000 Crores of turnover by FY-25.

During the year under review, your Company has Sub- divided/Split of existing 1 (One) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each fully paid up into 5 (Five) Equity Shares of Rs. 2/- (Rupees Two Only) each fully paid up by way of an Ordinary Resolution passed by the Shareholders of your Company through Postal Ballot by remote E-voting facility on July 1, 2022.

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

The Issued, Subscribed and Paid-up Share Capital as on the date of this report is Rs. 24,14,85,380/- (Rupees Twenty Four Crores Fourteen Lakhs Eighty Five Thousand Three Hundred Eighty Only) divided into 11,27,42,690 (Eleven Crores Twenty Seven Lakhs Forty Two Thousand Six Hundred and Ninety) Equity Shares of Rs. 2/- (Rupees Two Only) each and 1,60,000 (One Lakhs Sixty Thousand) 9% Redeemable NonConvertible Preference Shares of Rs. 100/- (Rupees One Hundred Only) each.

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

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

During the year under review, your Company has completed the acquisition of 100% Issued, Subscribed and Paid- up Equity Share Capital of Reckitt Benckiser Scholl India Private Limited on July 1, 2022 for cash consideration of Rs. 74,89,27,706/- (Rupees Seventy-Four Crores Eighty-

Nine Lakhs Twenty-Seven Thousand Seven Hundred and Six Only). This acquisition was pursuant to the SPA which was executed on January 24, 2022 between the Shareholders of the RBSIPL and your Company. RBSIPL is engaged in the business of manufacturing and supply of footcare products.

Post completion of the transaction, RBSIPL became a Wholly - Owned Subsidiary Company of your Company with effect from July 1, 2022.

Further, due to change in the management, ownership of RBSIPL and to align and identify with the name starting with your Company's name ('HFL'), the name of "Reckitt Benckiser Scholl India Private Limited" was changed to "HFL Healthcare and Wellness Private Limited" ('HHWPL') w.e.f. May 10, 2023. There is no other change in the objects of the HHWPL, the HHWPL continues to do the same business as it does.

During the year under review, your Company has also executed a BTA on December 15, 2022, with Reckitt for acquisition of manufacturing facility situated at Baddi, Himachal Pradesh, for a cash consideration of Rs.156 Crores (Rupees One Hundred and Fifty-Six Crores Only) (subject to certain customary/usual adjustments in accordance with the terms and conditions set out in the BTA), which is engaged in manufacturing of pharmaceutical and non-pharmaceutical products on a slump sale and going concern basis.

The said manufacturing facility is into manufacturing of vast variety of OTC Healthcare and wellness products and skin creams including some of Reckitt's key products. It is a state- of-the-art facility with modern equipment and machinery is at par with global standards which adheres to the US FDA & MHRA, Russia GMP norms.

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

In accordance with Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities based on Market Capitalisation are required to formulate a Dividend Distribution Policy, accordingly your Board has formulated and adopted the Policy. Your Company's Dividend Distribution Policy is based on the parameters laid down by SEBI Listing Regulations, and the details of the same are available on your Company's website at www.hindustanfoodslimited.com.

Your Company's Equity Shares are listed on BSE Limited ('BSE'). Further, as on the date of this report, your Company's Equity Shares are listed on the Main Board of the National Stock Exchange of India Limited ('NSE') with effect from June 6, 2023. Consequent upon listing of the Equity Shares with NSE, your Company's Equity Shares are now listed with BSE as well as on NSE.

The applicable listing fees for Financial Year 2023-24 have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the year under review.

Your Company's Equity Shares are available for dematerialisation through National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL'). As on March 31, 2023, 9741% of the Equity Shares of your Company were held in Demat form.

During the year under review, consequent upon Sub-division/ Split of Equity Shares of your Company from face value of Rs. 10/- (Rupees Ten Only) each to face value of Rs. 2/- (Rupees Two Only) each, your Company has been allotted New ISIN: INE254N01026 effective July 22, 2022.

Your Company continues to enjoy following accreditations:-

1. Food Safety System Certification 22000 by SGS United Kingdom Limited

2. ISO 9001:2015

3. ISO 14001:2015

4. Global Standard for Consumer products Personal Care and Household by SGS United Kingdom Limited with Grade A

Your Company has not accepted any deposits from public / Members falling under the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid/ unclaimed deposits as on March 31, 2023.

HFL Consumer Products Private Limited ('HCPPL'), incorporated on August 6, 2020 under the Companies Act, 2013 is a Wholly Owned Subsidiary of your Company and has successfully commercialised the Ice Cream manufacturing plant in Uttar Pradesh for a branded Company and has started its maiden operation during the year under review. HCPPL further expanded its production capacity at its manufacturing location, which is also expected to be commercialised from Q1 Financial Year 2023-24.

Your Company had 100% Management control in the business of Aero Care Personal Products LLP ('ACPPL') till July 1, 2022. On July 1, 2022, RBSIPL became a new Partner in ACPPL contributing 19% of the total Capital contribution. As a Result of which, your Company holds 81% Partnership interest in ACPPL as on March 31, 2023.

During the year under review, HFL Healthcare and Wellness Private Limited (Formerly known as Reckitt Benckiser Scholl India Private Limited) has become a Wholly-Owned Subsidiary of your Company with effect from July 1, 2022 after acquisition of 100% Issued, Subscribed & Paid-up Capital by your Company. HFL Healthcare and Wellness Private Limited is into the business of manufacturing and supplying of footcare products and also engaged in the business of OTC Healthcare and Wellness segment as a Contract Manufacturer.

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

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

HFL Healthcare and Wellness Private Limited (Formerly known as Reckitt Benckiser Scholl India Private Limited) became a Material Subsidiary of your Company with effect from May 18, 2023. Your Company's Policy for determining Material Subsidiary is available on the Company's Website www.hindustanfoodslimited.com.

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

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

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary and Joint Venture Companies are kept for inspection upon request made by the Shareholders at the Registered Office of your Company. The statements are also available on the Company's website www.hindustanfoodslimited.com.

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

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

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

(b) t hat such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

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

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

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

During the year under review, your Board has unanimously elected Mr Shashi K Kalathil (DIN: 02829333), Non-Executive Independent Director of your Company, as a Chairman of your Company with effect from November 9, 2022 in place of Mr Shrinivas Dempo, erstwhile Chairman of your Company who stepped down from the Chairmanship w.e.f. November 8, 2022. Mr Dempo continues to be the NonExecutive Non-Independent Director on the Board, liable to retire by rotation.

During the year under review, considering the vast experience, acumen, positive attributes and significant contribution made to the Board by Ms Honey Vazirani (DIN: 07508803) and based on the recommendations of the Nomination and Remuneration Committee and as approved by the Board of Directors in their Meetings held on May 20, 2022, the Shareholders of your Company in their 37th AGM held on September 22, 2022, considered and approved by passing the Special Resolution for re-appointment of Ms Honey Vazirani (DIN: 07508803) as the Non-Executive, Independent Director of your Company for a second term of 5 (Five) consecutive years effective from September 23, 2022 to September 22, 2027.

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

Based on the recommendation of the Nomination and Remuneration Committee vide Circular Resolution passed on June 22, 2023, the Board of Directors of your Company, vide Circular Resolution dated June 29, 2023, have approved the appointment of Ms. Amruta Adukia (DIN: 07877389), as an Additional Director in the category of Non-Executive NonIndependent Director of your Company with effect from June 29, 2023.

Pursuant to Section 161 (1) of the Companies Act, 2013, Ms Amruta Adukia, the Additional Director will vacate the office at the ensuing Annual General Meeting of your Company. Your Board has recommended for her re-appointment. Being eligible, she has offered herself to be appointed as the Director of your Company.

Your Company has received a notice in writing from a Member of your Company under Section 160 of the Companies Act, 2013 proposing the candidature of Ms Adukia for the office of the Director of your Company.

Your Board in its Meeting held on May 18, 2023, on recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders have re-appointed Mr Ganesh T Argekar (DIN: 06865379) as a Whole-time Director designated as an 'Executive Director' for a period of 5 (Five) years starting from May 19, 2023 to May 18, 2028.

Your Company's Shareholders has already passed the necessary resolution for Re-appointment of Mr Ganesh Argekar, as a Whole Time Director designated as 'Executive Director' for a term of 5 (Five) years through Postal Ballot by way of remote E-voting on July 1, 2023 pursuant to the provisions of the Companies Act, 2013, SEBI LODR Regulations and any other applicable laws.

Resolutions seeking the appointment/ re-appointment of the Directors alongwith their profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, Mr Sameer R Kothari, Managing Director, Mr Ganesh Argekar, Whole Time Director, Mr Mayank Samdani, Chief Financial Officer and Mr Bankim Purohit,

Company Secretary are the Key Managerial Personnel of your Company.

Pursuant to Section 149(7) of the Companies Act, 2013, your Company has received a declarations from all the Independent Directors of your Company viz. Mr Shashi K Kalathil, Ms Honey Vazirani, Mr Neeraj Chandra and Mr Sandeep Mehta confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 in respect of their position as an "Independent Director" of your Company. In terms of provisions of Section 134(3) (d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of all these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same.

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

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

Familiarisation programmes for the Independent Directors were conducted during the Financial Year 2022-23. Apart from this, there were quarterly business presentations by Mr Ganesh T Argekar, Executive Director of your Company. Details of the familiarisation programme are explained in the Corporate Governance Report and are also available on the Company's website and can be accessed at www.hindustanfoodslimited.com.

A minimum of 4 (Four) Board Meetings are held annually. Additional Board Meetings are convened by giving appropriate Notice to address the Company's specific needs and business Agenda. The Meetings of your Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. In case of business exigencies or urgency of matters, approvals are taken by convening the Meetings at a Shorter Notice with consent of the Directors or by passing resolutions through circulation as permitted under the applicable law, which are noted and confirmed in the subsequent Board and Committee Meetings.

During the year under review, the Board of Directors of your Company met 5 (Five) times viz. on May 20, 2022, August 9, 2022, September 22, 2022, November 8, 2022 and February 8, 2023. The details of the Board Meetings and the attendance records of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of your Company are required to hold at least one Meeting in a year without attendance of NonIndependent Directors and Members of the Management. Accordingly, Independent Directors of your Company met on May 20, 2022. All the Independent Directors were present at the Meeting except Mr Sandeep Mehta, who had expressed his inability to attend the meeting and the Independent Directors present at the Meeting granted leave of absence to him.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board and its Statutory Committees. Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the Management.

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

During the year under review, the Audit Committee comprised of Mr Shashi K Kaiathii who serves as the Chairman of the Committee. Ms Honey Vazirani, Mr Sarvjit Singh Bedi and Mr Sandeep Mehta are the other Members. The terms of reference, number of Meetings of the Committee held during the year and other informations are provided in Corporate Governance Report which forms part of this Annual Report.

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

During the year under review, the Nomination and Remuneration Committee of the Board was re-constituted. The composition of Nomination and Remuneration Committee of the Board subsequent upon re-constitution, are as follows:-

1. Ms Honey Vazirani, Chairperson (Independent Director) (Chairperson w.e.f. November 9, 2022)

2. Mr Shashi K Kalathil, Member (Independent Director)

3. Mr Sarvjit Singh Bedi, Member (Non-Executive Director)

The terms of reference, number of Meetings held during the year under review and other informations of the Nomination and Remuneration Committee are provided in Corporate Governance Report which forms part of this Annual Report.

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

The Committee comprises of 4 (Four) Members out of which 2 (Two) are Independent Directors. The Committee is chaired by Mr Neeraj Chandra. Mr Shrinivas Dempo, Ms Honey Vazirani and Mr Sameer Kothari are the other Members of the Stakeholders Relationship Committee of your Board.

The composition, terms of reference, number of Meetings held during the year under review and other informations of the Stakeholders Relationship Committee are provided

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

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

The CSR Committee comprises of 3 (Three) Members out of which 1 (One) is Independent Director. The Committee is chaired by Mr Sameer Kothari. Mr Ganesh Argekar and Mr Shashi K Kalathil are the other Members of the CSR Committee of the Board. The terms of reference, number of Meetings held during the year and details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, your Company took various initiatives towards supporting projects in the area of Education, welfare, healthcare and safety measures, rehabilitation of homeless young women and preserving Indian National heritage. Based on the recommendation of the CSR Committee for the amount of expenditure to be incurred on the CSR activities, your Board and the Management of your Company had contributed towards the specified activities laid down under your Company's policy on expenditure on CSR.

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

Knowing the importance of managing and pre-empting risks effectively for sustaining profitable business, your Company has constituted a Risk Management Committee, in line with the SEBI Listing Regulations, as it is covered and applicable to the top 1000 Listed Companies based on the Market Capitalisation for the immediately preceding Financial Year.

The Risk Management Committee comprises of 6 (Six) Members out of which 2 (Two) are Independent Directors. The Committee is chaired by Mr Sameer Kothari. Mr Ganesh Argekar, Mr Shashi K Kalathil, Ms Honey Vazirani, Mr Mayank Samdani and Mr Bankim Purohit are the other Members of the Risk Management Committee of the Board.

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

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

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2023 is given in a separate Annexure to this Report as Annexure II.

The Annexure in pursuance to the Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014, is not being sent along with this Report to the Members of your Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 38th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

Pursuant to the requirements of Section 139(2) of the Companies Act, 2013 ('the Act'), M/s M S K A & Associates, Chartered Accountants (Registration No.105047W) were

appointed as a Statutory Auditors of your Company for a Second term of 5 (Five) consecutive years from the 37th Annual General Meeting held on September 22, 2022 till the conclusion of the 42nd Annual General Meeting to be held in the year 2027. As per notification issued by the Ministry of Corporate Affairs dated May 7, 2018, ratification of the Statutory Auditors at the Annual General Meeting is not required.

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has maintained such cost records. Your Board on recommendation of the Audit Committee of the Board of Directors in their Meetings held on August 11, 2023 has appointed M/s Poddar & Co., Cost Accountants (Firm Registration No: 101734) as the Cost Auditors of your Company for the year 202324 under Section 148 and all other applicable provisions of the Act.

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

The remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution for seeking Members' ratification for the remuneration payable to M/s Poddar & Co. is included at Item No. 5 of the Notice convening the ensuing AGM.

M/s Poddar & Co., Cost Accountants have carried out the Cost Audit for applicable businesses during the year. There are no qualifications, reservations or adverse remarks or disclaimer made in the Cost Auditors' Report for the Financial Year 2022-23, which requires any clarification or explanation.

Pursuant to the provisions of Section 204 of the Act and the Rules thereunder, your Board of Directors has appointed CS Pankaj S Desai, Practicing Company

Secretary (COP no 4098 & Membership no. 3398) to carry out the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 forms a part of this Annual Report as Annexure III. The report is self-explanatory and contains some observation, qualification, reservation and adverse remark as follows:

a. Due to transition of portal of Ministry of Corporate Affairs from V2 to V3 and ongoing technical issues with the V3 portal, three (3) e-form CHG-1 for creation of charge and modification of charge was filed after the due date.

b. The Company was non-compliant with the requirement under Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015 to have 50% of the Board of Directors of the Company as Independent Directors upto November 8, 2022 since, Mr Shrinivas V Dempo, Non-Executive NonIndependent Director was the Chairman of the Company and he was also included among the promoters of the Company. Mr Shrinivas V Dempo stepped down as the Chairman of the Company with effect from the close of working hours of November 8, 2022 and continued to be the NonExecutive Non- Independent Director on the Board of the Company. The Board of Directors of the Company in their Meeting held on November 8,

2022unanimously elected Mr Shashi Kalathil, NonExecutive Independent Director as the Chairman of the Company w.e.f. November 9, 2022. Hence, effective from November 9, 2022 the Company has complied with the requirement under Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015. The Company has filed a Suo-Moto settlement application on January 31, 2023 with the SEBI in this regard and as on financial year ended March 31, 2023 the application is under review with the SEBI.

c. There were some inadvertent errors that had occurred in the Corporate Governance Report filed with BSE as per the Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has filed a Suo-Moto settlement application on January 31, 2023with the SEBI with regard to the inadvertent errors occurred in filing the quarterly Corporate

Governance Report and as on financial year ended March 31, 2023 the application is under review with the SEBI.

a. The observation does not require any management clarification since this was the technical issue of MCA web portal.

b. Your Company has filed a Suo-moto settlement application on January 31, 2023 with the SEBI. The Board of Directors of your Company in their Meeting held on November 8, 2022 unanimously elected Mr Shashi Kalathil, Non-Executive Independent Director of your Company w.e.f. November 9, 2022. Hence, effective from November 9, 2022 the Company has complied with the Requirement of Regulation 17(1)(b) of SEBI (LODR) Regulation, 2015.

c. As per the instruction of BSE via e-mail dated March 3, 2023, your Company has filed the revised Corporate Governance Reports with BSE for those relevant quarters for which the Suo-moto settlement application has been filed with SEBI.

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

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

Pursuant to Regulation 24 (A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Secretarial Auditor had undertaken an audit for the Financial Year 2022-23 for the SEBI compliances. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

Your Company has established a Mechanism for the Directors and Employees to report their genuine concerns or grievances about unethical behavior, actual or suspected

fraud or violation of the Code. It also provide for adequate safeguards against victimisation of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistle Blower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. This policy is also posted on the website of the Company at www.hindustanfoodslimited.com. The Audit Committee of your Company oversees the Vigil Mechanism.

Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Risk Management Committee and Board. Your Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organisation's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

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

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

As stipulated under the Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/ LAD-NRO/GN/2021/22 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ('ESG') parameters called the Business Responsibility and Sustainability Report ('BRSR') which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators, forms part of this Annual Report. Our key nonfinancial indicators have been assured by Ernst & Young Associates LLP

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

As required under Regulation 23(1) of the Listing Regulations, 2015, your Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on your Company's website: www.hindustanfoodslimited.com.

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

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

There are no material changes and commitments, affecting the financial position of your Company, which has occurred between the end of the Financial Year of your Company i.e. March 31, 2023 and the date of Board's Report i.e. August 11, 2023 except;

a) Resignation of Mr Harsha Raghavan (DIN: 01761512), as Non-Executive Non-Independent Director of your Company with effect from June 20, 2023 due to increase in his professional responsibilities and commitments.

b) HFL Multiproducts Private Limited, incorporated on June 23, 2023 under the Companies Act, 2013 is a Wholly Owned Subsidiary of your Company and is yet to commence its business.

c) Based on the recommendation of the Nomination and Remuneration Committee vide Circular Resolution passed on June 22, 2023, the Board of Directors of your Company, vide Circular Resolution dated June 29, 2023, have approved the appointment of Ms Amruta Adukia (DIN: 07877389), as an Additional Director in the category of Non-Executive Non-Independent Director of your Company with effect from June 29, 2023.

Pursuant to Section 161 of the Companies Act, 2013, Ms Amruta Adukia (DIN: 07877389), the Additional Director will vacate the office at the ensuing Annual General Meeting of your Company. Your Board has recommended for her re-appointment. Being eligible, she has offered herself to be appointed as the Director of your Company.

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

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

The information in respect of matters pertaining to conservation of energy, technology absorption, Foreign

exchange earnings and outgo, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - IV to this Report.

Pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the Financial Year March 31, 2023 is uploaded on the website of your Company and can be accessed at www.hindustanfoodslimited.com.

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

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

During the year under review, there were no complaints referred to the ICCs.

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

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

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

(ii)Management Discussion and Analysis Report;

(iii)Report on Corporate Governance and;

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

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

•There was no change in the nature of business

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

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

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

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

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