To the Members,
Your Directors have a great pleasure in presenting the 33rd Annual
Report together with the Audited Standalone & Consolidated Financial Statements of
your Company for the Financial Year ended March 31, 2025.

1.0 State of the Company's Affairs & Performance Highlights
1.1 Financial Results

The Company's financial performance for the year ended March 31,
2025 is summarized below:

  

    

    
Standalone
    
Consolidated
  
  

    
Particulars
    
FY 2024-25
    
FY 2023-24
    
FY 2024-25
    
FY 2023-24
  
  

    
Revenue
    
40,783.23
    
37,324.48
    
41,322.82
    
37,918.20
  
  

    
Other Operating Income
    
21.58
    
18.97
    
23.13
    
20.84
  
  

    
Total Revenue
    
40,804.81
    
37,343.45
    
41,345.95
    
37,939.04
  
  

    
Add: Other Income
    
272.84
    
119.29
    
278.73
    
119.65
  
  

    
Total Income
    
41,077.65
    
37,462.74
    
41,624.68
    
38,058.69
  
  

    
Less: Total Expenditure
    
37,687.49
    
35,354.89
    
38,036.26
    
35,843.60
  
  

    
Profit before Finance cost,
    Depreciation, Amortisation Expenses and Tax
    
3,390.16
    
2,107.85
    
3,588.42
    
2,215.09
  
  

    
Less: i) Finance cost
    
150.23
    
81.64
    
154.32
    
90.60
  
  

    
ii) Depreciation and Amortisation Expenses
    
671.57
    
584.32
    
695.56
    
608.19
  
  

    
Profit before tax and exceptional items
    
2,568.36
    
1,441.89
    
2,738.54
    
1,516.30
  
  

    
Exceptional items
    
(234.85)
    
(167.95)
    
(87.07)
    
-
  
  

    
Less: share of loss of an
    Associate and a joint venture
    
-
    
-
    
69.09
    
65.43
  
  

    
Profit before tax
    
2,333.51
    
1,273.94
    
2,582.38
    
1,450.87
  
  

    
Less: i) Current Tax
    
625.11
    
356.68
    
674.04
    
375.21
  
  

    
ii) Deferred taxation
    
27.58
    
6.88
    
25.54
    
10.17
  
  

    
Profit after tax
    
1,680.82
    
910.38
    
1,882.80
    
1,065.49
  


1.2 Performance of the Company Standalone

During the FY 2024-25 your Company has earned standalone revenue of Rs.
40,804.81 Million, compared to Rs. 37,343.45 Million in the previous year with a growth of
9.27% over last year . Similarly, the standalone profit before Finance Cost, depreciation
& amortization and tax in the FY 2024-25 has grown by 60.83% and stood at Rs. 3,390.16
Million against `.2,107.85 Million in the FY 2023-24. The standalone Profit After Tax for
the year is Rs. 1680.82 Million against Rs. 910.38 Million in the previous year with a
growth of 84.63%.

Consolidated

Your Company, during the year under review earned a consolidated
revenue of Rs. 41,345.95 Million, against 37,939.04 million over the previous year with a
growth of 8.98%. The consolidated profit before Finance Cost, depreciation &
amortization and tax was of Rs. 3,588.42 Million before adjusted for the share of loss of
an associate and joint venture, compared to Rs. 2,215.09 Million in the previous year.
The Consolidated Profit After Tax for the financial year 2024-25 is Rs.
1,882.80 Million against Rs. 1,065.49 Million in the previous year. The Consolidated
Profit After Tax has grown by 76.71% over the previous FY 2023-24.

1.3 Variation in market capitalization


  

    
Particular
    
March 31, 2025
    
March 31, 2024
  
  

    
Market Capitalization
    
35,745.02
    
31,267.61
  
  

    
` ( in million)
    

    

  
  

    
Price Earning Ratio
    
21.27
    
34.35
  

Note: Data based on share prices quoted on BSE

1.4 Variations in Net worth:

The Standalone Net worth of the Company for the Financial Year ended
March 31, 2025 is Rs. 9,471.20 million as compared to Rs. 8,034.98 million for the
previous Financial year ended March 31, 2024 and the consolidated Net worth of the Company
for the Financial Year ended March 31, 2025 is Rs. 9,719.60 million as compared to Rs.
8,081.59 million for the previous Financial year ended March 31, 2024.

2.0 Business Review

Your Company has not changed nature of its business during the period
under review. Your Company continues to report results under two divisions i.e. Dairy
division and Renewable energy division, in operation across 17 States in India.

2.1 Dairy Business Overview:

India's dairy industry is not just the largest in the
world—it is the backbone of rural livelihoods, a source of nutritional security for
millions and a cornerstone of the nation's food economy. With deep integration into
the socio-economic fabric of rural India, the sector provides employment, sustained and
lucrative source of income generation to small farmers, marginal cattle farmers and
landless workers and promotes women empowerment by providing livelihood and nutritional
protection to the masses. Over the years, the Indian dairy industry has evolved from being
a subsistence activity to a structured and rapidly growing commercial enterprise,
contributing significantlyto the national GDP and rural development. 
As per the research report by IMARC Group, the dairy industry size in
India reached INR 18,975 Billion in 2024. Looking forward the market is projected to reach
INR 57,001.8 Billion by 2033, exhibiting a growth rate (CAGR) of 12.35% during 2025-2033
propelled by technological innovation, enhanced retail and e-commerce platforms and
improved cold chain infrastructure, meeting rising consumer demand with a diversified
focused product range as per the report of IMARC group..

Long-term structural growth: 

India ranks as the top producer and consumer of dairy products
globally, contributing to over 25% of the total global dairy production. In the food
landscape of India, dairy products are indispensable and are consumed in various forms,
including direct consumption, in restaurants and as packaged foods. 
Indian households allocate nearly 45% of their food budget to dairy and
packaged foods and this trend has been steadily increasing. The growing population,
changing lifestyle patterns, increasing disposable incomes and rising health awareness are
the primary factors driving the growth of dairy consumption in India. Even though India is
the largest consumer of dairy products, its per capita consumption is still low when
compared to developed countries, indicating enormous potential for further growth. Thus,
we believe Indian dairy industry presents an attractive opportunity for investors looking
to capitalize on the country's growing discretionary consumption trend.

The attractiveness of Dairy industry:

The Indian dairy industry is a promising avenue to capitalize on this
growth trend. Followings are the essential structural trends that underpin the optimistic
stance on the dairy industry. 
• Growing demographic dividend. India's population in
the high consuming age-group of 15 to 45 is projected to steadily increase in the coming
years. This shift in population dynamics is significant, as this particular segment is
also the India's earning population, which indicates that spending on consumption
will steadily be on the rise for the next two decades. This expanding demographic dividend
of India in the coming years, immense market potential and ensures long-term growth
prospects.
• Rising income levels. India has seen a significant
increase in per capita income, rising by over 87.5% in the last ten years to reach US$2.7K
in 2024. The International Monetary Fund (IMF) predicts this number will reach around
US$4K by 2028, a growth of over 50%. This rise in income levels is expected to result in
the addition of around 140 million middle-income households and 21 million high-income
households by 2030. Furthermore, the share of middle-income households is set to rise from
54% in 2018 to 78% in 2030. This growth in income levels will lead to higher disposable
incomes and drive a rising consumer preference for premium and nutritious food products
like milk and milk products.
• Discretionary spends. India's promising income
growth and favourable demographics should drive share of discretionary spending in the
future. The World Economic Forum predicts that consumer spending in India will skyrocket
from $1.5 trillion to nearly $6 trillion by 2030. 
The latest National Family Health Survey 2022 conducted in India
highlights that households in the country allocate a significant portion of their budget
segment. The survey also emphasizes a steady rise in discretionary spending within the
Food segment over the past two decades, with a consistent growth in dairy products and
packaged food products witnessing accelerated growth.
• Urbanization. Urbanization is a key trend unfolding in
India, driven by improved access to higher education, growth of industries and services
sector and infrastructure development. Although the urban population in India has been
increasing steadily, just over one-third of the and quality-population currently resides
in urban areas. As cited in the latest Economic Survey 2023-24 and report of NITI
Aayog, it is expected that by 2030, more than 40 percent of
India's population will live in urban areas. . This growing trend is particularly
driving the demand for branded and packaged dairy products, including milk, curd,
buttermilk, paneer, flavored milk, ghee, butter, ice cream, etc.
• Changing dietary patterns. The food consumption pattern
of Indian households is undergoing a notable transformation due to increasing health
awareness, especially in the aftermath of the COVID pandemic. There is now a greater
inclination towards consuming high-value and nutritious food items like milk, milk
products, fruits and vegetables, while staple cereals are becoming less prominent. The
preference is now leaning towards high-value and nutritious food choices such as milk,
milk products, fruits and vegetables, with staple cereals taking a backseat. The
preference for dairy products as an essential source of nutrients like proteins, vitamins
and minerals is continuously growing. This preference extends beyond conventional dairy
items to include value-added products like cheese, flavoured yogurts, fortified milk and
probiotic drinks.

Industry setup and structural shifts: 

Since 1997, India has consistently held the top position as the
world's largest milk producer, contributing to more than a quarter of the global
dairy output. In the FY 2023-24, the country produced around 239.3 million tonnes of milk,
clocking a growth rate of 5.62% CAGR over the past decade. 
A report by NITI Aayog predicts that milk production will reach offers
approximately 300 million tonnes by 2030. Indian dairy industry primarily caters to the
domestic market, with production and consumption centred within the country. It serves as
a crucial pillar of the rural economy, contributing to employment and income generation
for the rural population.
The dairy market in India was estimated to be worth Rs. 18.975 trillion
in 2024 (as per IMARC). Over the past 15 years, the market has shown a steady growth rate
of approximately 15%
CAGR and it is anticipated to achieve a market size of about Rs.
57.0018 trillion by 2033 as per IMARC. The liquid milk segment accounts for approximately
61% of the overall dairy market in the country, with traditional value-added products
making up 34% and emerging value-added products comprising the remaining 5%. It is
projected that the liquid milk market is expected to experience a 12.69% CAGR over the
next five years. Meanwhile, traditional value-added products such as paneer, ghee,
ice-cream/ FD, khoa, curd, etc., are forecasted to grow at a 14% CAGR and emerging
value-added products like cheese, flavoured milk, lassi, buttermilk, whey and organic milk
are anticipated to grow at a rate exceeding 20% per annum.

Dairy Industry in India Snapshot:

Liquid milk remains the dominant product segment in the Indian dairy
market due to its daily consumption, nutritional value and widespread cultural acceptance.
A key industry driver is the rising demand from population growth and higher incomes,
which expands the consumer base and purchasing power. This trend compels producers to
scale operations and innovate, ensuring continued market growth.

Beyond milk to value-added products: 

The evolving dietary patterns and changing consumer lifestyles have
resulted in a rise in demand for value-added dairy products like curd, ghee, cheese,
paneer, etc., surpassing the demand for liquid milk. Consumers are now more inclined
towards purchasing these products rather than making them at home, which is driving the
growth of value-added dairy products. Indian dairy companies are also adapting to this
trend by introducing innovative products across different price ranges to cater to the
diverse tastes and preferences of consumers. With improved packaging, longer shelf-life
and higher product quality, the penetration of value-added dairy products is expected to
increase, supporting long-term growth. This trend is likely to continue in the future,
with value-added dairy products expected to outpace the growth of the liquid milk
category.

The fragmented and unorganized Indian dairy industry is poised to
change: 

The majority of markets in the Indian dairy industry are dominated by
regional players. This is mainly due to the high consumption of liquid milk and the demand
for dairy products with short shelf-life. Moreover, the limited profitability and
feasibility of transporting liquid milk over long distances have also played a role.
Furthermore, the establishment of trust with farmers and the development of a reliable
procurement network have been significant factors contributing to of regional players.
Consequently, numerous companies have opted to concentrate on their local regions
initially and then expand into other markets once they have established a solid
foundation.
The Department of Animal Husbandry & Dairying (DAHD) predicted that
the organized sector's share will grow to 54% by 2026. The rise in consumerism,
urbanization and the preference for branded packaged products is driving a noticeable
shift towards the organized sector. Moreover, the increasing demand for packaged products
is attributed to their superior hygiene, convenient storage, consistent quality and
widespread availability. Additionally, the influx of capital investments from cooperatives
and private players will enable them to establish a strong presence and capture market
share from the unorganized sector.

Evolution of Private Dairy Sector in India:

Since the industrial licensing reforms of 1991, India's private
dairy sector has witnessed remarkable growth, with companies making significant
investments in milk processing
Over the past two decades, their cumulative capacity has surpassed that
of dairy cooperatives and government dairies. Several private players now rival or exceed
cooperatives in scale and operational reach, highlighting their strong growth potential.

Co-ops dominant, private players gaining ground: 

India's dairy sector has historically been dominated by state
co-operatives However, since the implementation of industrial licensing reforms in 1991;
private players have experienced impressive growth by investing in procurement, storage
and distribution networks. These private companies have made significant investments in
the dairy industry, surpassing the combined capacity of both cooperative dairies and
government-owned dairies over the past two decades. To stay competitive with cooperatives,
private players offer attractive pricing, prompt payments and work closely with farmers to
boost cattle productivity. Their ability to swiftly adjust to industry trends, consistent
investment in technology and infrastructure and introduction of innovative products based
on consumer preferences will likely ensure their outperformance over cooperatives in the
future.

Share of organized segment Organized sector - Cooperatives vs Private
players 
Structural industry shifts favouring private players:

The Indian dairy industry is currently witnessing significant
structural changes, driven by key demand drivers, which should particularly benefit
private players. One major trend is the formalization of the market, as the organized
sector gains prominence over the unorganized sector, driven by consumerism, urbanization
and the preference for branded products. Another important trend is the increasing demand
for value-added dairy products due to shifting dietary habits and evolving consumer
lifestyles. This transformation presents opportunities for private companies offering a
diverse range of products and adapting quickly to changing consumer preferences. Lastly,
industry consolidation is projected to strengthen the growth of private dairy player,
placing them as competitive alternatives to larger cooperatives. 

Consolidation is the way forward:

The Indian dairy industry is characterized by a high level of
fragmentation, with numerous regional players dominating most markets due to the limited
shelf life of dairy products. Only a handful of companies have succeeded in creating a
nationwide brand and procurement network. Building a robust milk procurement network and
establishing a brand in a new region is a gradual process and takes time organically. 
Consequently, many regional players have opted for inorganic growth
strategies to expand beyond their traditional markets. It is anticipated that this trend
will continue to gain momentum in the future, as dairy companies looking to expand
nationally seek to acquire smaller regional players to leverage their procurement and
distribution networks.
As consumption increases and consumer awareness increases and consumers
start demanding for better quality products suiting their specific nutritional needs, this
will change rapidly, leading to consolidation in the industry. We are witnessing this
across markets, where marginal small players are disappearing to the benefit of
high-quality players like your company.

The company's operations and evolution in recent years:

Your Company was founded with a vision of ‘Delighting every home
with fresh and healthy products and empowering the farmer.' Your company has made
significant these pillars in this financial year. Your Company is pioneer in adopting the
critical success factors as stated above.
Your Company has grown into a formidable dairy company in India and has
second largest private milk procurement network in South India. Over the past three
decades, the company grown its daily milk procurement volumes at 10% CAGR to 1.76 million
liters per day in 2025. Today, HERITAGE has established a robust network of 300,000 plus
dairy farmers across 9 states in India and boasts one of the most extensive regional
footprints among publicly dairy companies in India and its products are available in 17
states.
The primary focus of the company lies in the B2C dairy business, where
it operates under the brand name ‘Heritage'. Over time, the company has
diversified its value-added products (VAP), which include curd, ice cream, frozen dessert,
paneer, buttermilk, flavoured milk, lassi, milk shakes and sweets, among others.
Your company today collects milk from nearly 300,000+ farmers, spread
across 9 states. In this financial year, we have opened 1457 new village level milk
procurement centres, which brought in nearly 3 lakh plus litres of additional raw milk
daily by the end of quarter 4. For the last 3 decades, the company has strengthened its
farmer- partner relations on 3 basic principles.
(i) Prompt and timely payment: Your company holds the principle of
paying farmers for the milk collected promptly twice or thrice in a month (depending on
the region). This means faster, but more importantly guaranteed cashflow for our farmers.
This year as well, as for the last 30+ years, your company has not missed even a single
pay day notwithstanding the bank holidays and other challenges.

(ii) Transparency and accurate measurement: The company has a very
transparent mechanism to ensure that the measurement of solids in the milk collected is
absolutely accurate and is openly communicated to the farmers, so that our farm partners
know how much they have earned on any given day. Once a farmer starts supplying milk to
Heritage, they realize the gains they make because of this.

(iii) Fair The company remunerates the farmer for thepricing: milk
supplied based on measurement of solids (fat and SNF) delivered. The prices are set in a
very fair manner and is competitive compared to any other option the farmer has in the
village. This helps us attract farmers in every village we enter.
While these principles help your company go a long way in empowering
its farmers, the company also undertakes several other activities which go a long way in
enhancing farmer income and empowering them financially.Some of these initiatives are:
• Dissemination of animal care and farm management information
through informative videos on VET+ mobile application, which has over 100,000 downloads
and monthly active users.
• Conducting veterinary camps throughout the year, through 17
veterinary doctors and many vet assistants
• Supply of high-quality cattle feed and fodder seeds
• Training of farmers for better feed and fodder practices
• Facilitating loans for the purchase of cattle through commercial
banks/ NBFCs
• progressonboth Facilitating Group personal accident coverage for
farmers and insurance for the cattle.
Your company has farmer network about 3,00,000+ dairy farmers across 9
major milk producing States namely, Andhra 
Pradesh, Telangana, Karnataka, Tamil Nadu, Maharashtra,
Rajasthan, Punjab, Uttar Pradesh and Odisha. The company added several
chilling plants through the year, to increase its procurement network and today operates
195 chilling centres/ bulk coolers and procured an average of 1.7 Million litres of milk
per day in FY24-25, which is a growth of 23% over previous year. With this, the chilling
capacity of the company has grown to 2.4 million litres per day. Your company also
operates 18 processing plants with installed milk processing capacity of 2.8 million
litres per day.
During the year, the contribution of revenues from milk dropped below
60% as the company's revenues from VAP increased to 29.6%. The contribution of ghee
and butter which is classified as fat products stood at 8.2%. Curd is the biggest Value
added product in our portfolio contributing to about 70% of
VAP revenues. Through out the year, your company launched over a dozen
new products, across many product clusters and added several new customers. We expanded
our presence in the emerging channels like Quick commerce, with the addition of several
new customers, alongside deepening our presence in the general trade segments through 250+
Heritage 
Happiness Points, which are franchisee operated
stores-cum-neighbourhood distribution centres.

2.2 Renewable Energy Division:

Your Company strongly recognizes the responsibility towards protecting
the environment. As a forward-looking enterprise, it is strongly committed for extending
the Green' footprint. Your Company is taking a lot of initiatives for conservation of
energy. Renewable energy was the major focus area in the last ten years. Now your Company
has 12.14 MW of solar and wind power for captive consumption. Your Company is continuously
investing in latest technologies and efficiencies to conserve energy.
Renewable Energy Division of your Company had achieved the turnover of
Rs. 8.77 Million during the year under review.

3.1 Awards & Recognitions:

We are delighted to share that during the financial year 2024-25,
your Company has been honored with several awards and recognitions from esteemed
organizations, institutions and forums. These accolades reaffirm our unwavering commitment
to excellence, innovation, workplace culture and sustainable water management. It reflects
our dedication to setting industry benchmarks, fostering a thriving, inclusive environment
and ensuring responsible stewardship of vital resources. Your Company take immense pride
in these achievements and remain committed to driving positive impact across all areas of
our operations.
A brief overview of the awards and recognitions are as follows: 

a. "Great Place to Work" Certification

Your Company has been certified as a "Great Place to
Work" by the prestigious Great Place to Work? Institute, valid
until November 2025. This esteemed certification underscores our commitment to fostering a
workplace culture that prioritizes employee well-being, encourages professional growth and
promotes inclusivity. It is a proud acknowledgment of our efforts to create an empowering
environment that aligns with our organizational values and enables our people to thrive.
b. E4M Indian Marketing South Awards 2024


Your Company received multiple honors at the E4M Indian Marketing
Awards South 2024, held in Bengaluru on 23rd August 2024, recognizing our excellence in
marketing and brand strategy:
• Gold for New Product Launch FMCG.
• Silver for Best Use of Integrated Marketing - FMCG (Heritage
Paneer Campaign).
• Silver for Best Branded Content FMCG (Heritage Buffalo Milk).
• Bronze for Best Use of Digital Marketing/Social Media (Heritage
Howzzatt - World Cup Campaign).
• B ronze for Best Use of Omni-Channel Marketing (Heritage Buffalo
Milk). 

c. CII-FACE Kaizen Competition on Food Safety & Quality 2024

The Bayyavaram Plant of your Company was awarded the ‘Bronze
Medal' in the Medium Category at the prestigious 6th CII-FACE Kaizen Competition on
Food
Safety & Quality 2024, held in New Delhi on 22nd November 2024.
This recognition is a testament to our dedication to upholding the
highest standards in food safety and quality. It also highlights our continuous commitment
to innovation and process improvement, reinforcing our efforts to maintain
industry-leading excellence.
These prestigious awards and recognitions inspire us to push
boundaries, innovate and continue delivering excellence across all facets of our business.
d. Certificate of Appreciation World Water Day 2025


On the occasion of World Water Day 2025, your Company was honored with
a Certificate of
Government of Telangana, Ground Water Department, 
Medchal-Malkajgiri District. 
This recognition acknowledges our dedicated efforts in groundwater
management and conservation.
We take immense pride in this achievement and remain steadfast in our
commitment to sustainable water management, ensuring responsible stewardship of this vital
resource.

3.4 Credit Rating:

The details of the credit rating are as follows: 
a) Credit rating obtained by the company: In respect of Debt
Instrument/facilities of the Company 
b) Name of the credit rating agency: Credit Rating Information
Services of India Limited (CRISIL)
c) Ratings: 
i. Long term Rating: CRISIL A+/Positive ii. Short term Rating: CRISIL
A1+ 
d) Date on which the credit rating was obtained: March 
29, 2025 (valid up to March 31, 2026) e) Revision in the credit
rating: During the period under review no revision in the credit rating in Short term
Rating. CRISIL Ratings Limited has enhanced the rating from CRISIL A+/Stable to
CRISIL A+/Positive in respect of Long-term rating
f) Reasons provided by the rating agency for a downward revision:
Not Applicable

4.0 Quality Assurance:

In the current year, your Company has remained focused on delivering
strong value to consumers and customers by strengthening its quality assurance practices
from raw milk procurement to the final product. Significant been made in improving raw
milk quality through targeted field actions, ensuring consistent product quality through
enhanced process control and maintaining continuous attention to quality across the entire
supply chain. For the first time, we have exported our ghee to the USA.
The Quality department has played a key role in building a strong
quality culture across the organization. With a focus on operational efficiency, product
satisfaction, we are focusing on advanced testing methods, upgraded laboratory facilities
and promoted a work culture driven by speed, accuracy and transparency. Efforts are also
underway to digitalize key quality activities, aiming to enhance process performance and
further strengthen consumer trust." The Company continues to maintain a wide range of
globally recognized certifications,including ISO 22000:2018 (Food
Safety Management System), ISO 9001:2015 (Quality Management System),
ISO 45001:2018 (Occupational Health & Safety), ISO 14001:2015 (Environmental
Management System), ISO 50001:2018 (Energy Management System), FSSC 22000 v6.0, SEDEX
(Ethical) and HALAL Certification by JUHF. It also remains fully compliant with national
standards such as FSSAI, AgMark, BIS and EIA.
As the Company continues to grow, it remains fully committed to
becoming a world class organization, recognized for its excellence in quality, nutrition
and customer satisfaction. 

5.0 Brand Building Activities:

Your Company embodies the essence of identity, core values and belief
system. Committed to diversification, we continuously expand our product portfolio to
align with evolving consumer trends while fulfilling our mission of bringing health,
nutrition and happiness to every home.
The Company undertook a series of strategic initiatives during FY 2024
25 to strengthen its brand, increase consumer engagement and expand its market reach, the
glimpses of which are given under

i. Targeted Marketing & Retail Expansion:

Focused Campaigns: Your Company launched sharply targeted marketing
campaigns, resulting in increased top-of-mind awareness and higher product offtake across
retail channels.
Wider Distribution: Retail availability was broadened through entry
into new stores and expansion into additional cities, significantly increasing market
penetration. 

ii. Product Launches & Promotions

The Company has actively diversified to cater to evolving consumer
preferences such as: Dairy Delicacies: Introduction of new products like Shrikhand,
Amrakhand and Malai Paneer.
Festive Offerings: Launch of a healthy-yet-indulgent laddu range under
the ‘Heritage Truly Good' brand in three variants: Ghee Besan, Ghee Jowar and
Ghee Millet. Summer Launches: Company expanded its summer product lineup with new Lassi
variants (Sweet, Mango and Strawberry), Alpenvie ball-shaped ice creams in fun flavors
like Cotton Candy, Banana Strawberry and Bubble Gum and introduced long shelf-life milk in
UHT cartons of various sizes to enhance convenience and distribution reach.

iii. Participation in Key Industry Events

50th Dairy Industry Conference: Heritage Foods showcased its products
and engaged with industry leaders and consumers at this prestigious event held at the
Hitex Exhibition Center, Hyderabad.
iv. Strategic Events & Consumer Engagement: consistency and
customer

Kukdukoo Fest 2025 -Hyderabad & Bengaluru Editions: Company was
the official title partner, promoting creative engagement for children and families,
reinforcing its community-focused brand image. 

v. Talent Development "EMERGE>>" Young Talent Program
2024: Conducted across IIMs and premier B-Schools, this initiative aimed to inject
fresh thinking into the organization and build future leadership. 

vi. Heritage Milk Campaign: 

A campaign has been launched with tag line "Pure milk powers
real learning" — Emphasizing Heritage Milk's commitment to providing
pure, quality milk consistently, covering 11.3K+ TV spots, 4.5 Crore reach with Regional
Focus on Andhra Pradesh & Telangana (AP & TS), Karnataka (KA), Tamil Nadu (TN). It
also includes Massive Digital Campaign with 600 + influencers million people. 
Looking ahead, we will develop more insight-driven, integrated
marketing initiatives to strengthen consumer connections and enhance brand preference.

6.1 Transfer to General Reserves

Your Directors do not propose to transfer any amount to general
reserves for the financial year ended March 31, 2025.

6.2 Dividend

Your Directors have pleasure in recommending a dividend of 50% i.e. Rs.
2.50/- per equity share of face value of Rs. 5/- each for the financial year ended March
31, 2025 at their meeting held on May 16, 2025 amounting to Rs. 231.99 Millions. The
dividend payout is subject to approval of members at the ensuing Annual General Meeting.
The Register of Members and Share Transfer Books will remain closed
from Thursday, July 24, 2025 to Thursday, July 31, 2025 (both days inclusive) for the
purpose of payment of dividend for the financial year ended March 31, 2025. 

6.2a Transfer of Un-Claimed Dividends and Shares 

Pursuant to Section 124(5) of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 as amended from time to time the unclaimed/ unpaid dividend amount of Rs.
27,54,800/- (Twenty seven lakh fifty four thousand eight hundred Only) for the year
2016-17 was transferred to the Investor Education and Protection Fund during the financial
year 2024-25.
In compliance with the provisions of Section 124 of the Companies Act,
2013, the Company has transferred 1,22,541(One lakh twenty two thousand five hundred forty
one only) equity shares belonging to 14 members of the company toInvestor Education and
Protection fund Authority (IEPF) Vide Corporate Action to Demat account of IEPF Authority
dated 16-10-2024, of those members who have not claimed the dividends for a continuous
period of 7 years.
Pursuant to Section 124(5) of the Companies Act, 2013 [Section 
205C (2) of the Companies Act, 1956] read with the Investor
Education and Protection Fund (awareness and protection of Investors)
Rules, 2001 as amended from time to time the unclaimed/unpaid dividend and the shares
thereof pertaining for the financial year 2017-18 shall be transferred to the Investor
Education and Protection Fund during the financial year 2025-26.
The information in respect of unclaimed/unpaid dividend & shares
thereto and the last date for claiming the dividend are given below:

  

    

    

    

    
Unclaimed/Unpaid Dividend as
    on March 31, 2025
  
  

    
Financial year
    
Date of Declaration of Dividend
    
Last date for claiming Unpaid Dividend
    
Amount outstanding ( Rs. in Rupees)
    
No. of Shares
  
  

    
2017-18
    
30-08-2018
    
04-10-2025
    
14,03,984.00
    
7,01,992
  
  

    
2018-19
    
30-08-2019
    
04-10-2026
    
13,81,452.00
    
6,90,726
  
  

    
2019-20
    
28-08-2020
    
03-10-2027
    
15,89,981.50
    
7,16,771
  
  

    
2020-21
    
30-07-2021
    
03-09-2028
    
23,29,103.00
    
5,39,354
  
  

    
2021-22
    
21-10-2021 (1st Interim Dividend)
    
25-11-2028
    
12,43,437.50
    
5,87,605
  
  

    
2021-22
    
29-07-2022 (Final Dividend)
    
02-09-2029
    
13,33,381.50
    
6,09,701
  
  

    
2022-23
    
22-08-2023
    
26-09-2030
    
13,67,723.00
    
6,19,066
  
  

    
2023-24
    
21-08-2024
    
26-10-2031
    
18,16,518.50
    
8,19,124
  

The voting rights on the shares outstanding shall remain frozen till
the rightful owner of such shares claim the shares. The company sends reminders to the
members concerned to claim the unclaimed and unpaid dividends & shares thereto before
they are transferred to the IEPF Authority as per the applicable provisions.
The members whose shares got transferred to IEPF Authority shall claim
the dividends and shares from IEPF Authority by submitting an online application in the
prescribed e-Form No. IEPF-5 available on the website www.iepf.gov.in and the procedure
prescribed thereon.
Mr. Umakanta Barik is the Nodal Officerwho was appointed by the Company
under the provisions of IEPF.

6.3 Share Capital

The Authorised Share Capital of the Company as on March 31, 2025 was
Rs. 50,00,00,000 (Fifty Crores) divided into 9,60,00,000 equity shares of Rs. 5 each and
20,00,000 preference shares of Rs. 
10 each. The issued, subscribed and fully paid-up Equity Share
Capital as on March 31, 2025 stood at Rs. 46,39,80,000 (Forty Six
Crores Thirty-nine Lakhs Eighty Thousand) divided into 9,27,96,000 equity shares face
value of Rs. 5/- each. During the year under review, the Company has not issued any shares
with differential voting rights as to dividend, voting or otherwise, not granted any stock
options nor issued any sweat equity share to its employee(s)/ director(s). As on March 31,
2025, none of the Directors of the Company holds any instruments convertible into equity
shares of the Company.

6.3a Buy Back of shares

The Company has not bought back any of its shares during the Financial
Year ended on March 31, 2025.

6.4 Material changes and commitments affecting financial position
between the end of the financial year and date of report

There are no material changes and commitments affecting financial
position of the company, which occurred after the end of the financial year i.e., March
31, 2025.

6.5 Deposits

During the FY 2024-25, your Company has neither accepted nor has any
outstanding deposits received from the public within the meaning of Section 2(31) and
Chapter V of the Companies Act, 2013, read with Rule 2(1)(c) of the Companies (Acceptance
of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on
31st March, 2025.

7.0 Internal Financial Controls (IFC) and its adequacy

Your Company has adequate Internal Financial Controls as per
Section 134(5)(e) of Companies Act, 2013, that commensurate with the
size of the business and nature of its operations, designed to provide reasonable
assurance with regard to the accuracy and completeness of the accounting records and
timely preparation and provision of reliable financial statements. The Board has inter
alia reviewed the adequacy and effectiveness of the Company's internal financial
controls relating to its financial statements.
Your Company has adopted necessary policies and procedures for ensuring
the orderly and efficient conduct of its business, including adherence to company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of financial information.
Board has appointed M/s. Kapasi Bangad & Co. consultant, Chartered
Accountants, Hyderabad for carrying out review and testing of the internal financial
control framework in place in line with the provisions of the Accounting Standard, Ind AS
and Companies Act, 2013 and report to the Board. For the year under review such controls
were tested and no reportable material weakness in the design or operation was observed by
the consultant.

8.1 Subsidiary / Associate / Joint Venture Companies

Your Company as on March 31, 2025 is having following
subsidiary/associate/joint venture Companies:

Heritage Nutrivet Limited (CIN: U15400TG2008PLC062054)

A wholly owned Subsidiary Company, is a leading producer and
distributor of livestock feed and feed supplements. The company focuses on enhancing
animal nutrition by offering a diverse range of products, including cattle feed, feed
supplements, veterinary medicines and fish feed. The Company is committed to supporting
0.30 million farmers spread across various states with more than 15 products, aiming to
improve livestock health and productivity. Heritage Nutrivet also invests in research and
development to drive innovation and sustainability in animal nutrition, catering to both
livestock and aquaculture needs in its endeavour towards "HEALTHY MILCH ANIMAL HAPPY
FARMER". The Company is proficient in providing cost-effective solutions for the
farmers facing ground reality. The products of the Heritage Nutrivet Limited are
innovatively engineered to serve varieties of needs of the animals The Cattle Feed
Products of the Company include Dairy Power, Dairy Milk Rich, Dairy Supreme, Gomitra,
Gomitra Plus and Milk Magic, which are formulated to improve milk production, reproductive
health and overall cattle well-being.
In Feed Supplements and Veterinary Medicines, Company provides Herita
Vit, Herita Min, Herita Cal, Herita Liv and Heritafen-Plus, targeting reproductive
performance, immunity, digestion and parasite control.
For Fish Feed Products, the company offer Nutrizyme - 20/3, Fish Feed
Mash, Nutrizyme - 24/4, Sinking Fish Feed Pellet, Nutrizyme - 28/4, Sinking Fish Feed
Pellet, Harita Floating Fish Feed, Fish Feed Suppliments -Herita Vit, Herita Cal, Herita
Liv, Herita Vit C, Herita Pro - B to promote fish health, and efficient feed conversion.

Skil Raigam Power (India) Limited (CIN: U40102TG2009PLC063671)

An associate Company as per the provisions of Section 2(6) of the
Companies Act, 2013, which has been declared as Dormant Company as per Section 455(2) of
Companies Act, 2013 vide SRN: T42936765 dated September 22, 2021, the Company planned to
set up hydro power plant at Raigam, in Arunachal Pradesh. Your Company is having 43.33% of
shareholding in this Company.

Heritage Novandie Foods Private Limited (CIN: U74999TG2017PTC120860)

A Joint Venture(JV) Company between Heritage Foods Limited (HFL),
Hyderabad, India and Novandie, France with an object to manufacture and market various
Yoghurts and other dairy products in India. The Company had started the commercial
production on February 16, 2021 and launched Yoghurt brand ‘Mamie Yova' in India
hoping to serve Indian consumers with its fruit-based yogurt and having a strong presence
across 8-10 key cities.
However, over the last four years the JV has not been able to achieve
the desired goals. Considering the performance of the JV Company, the JV Partners have
mutually decided to amend the JV agreement for changes in shareholding and control of the
JV Company, remodelling of the businesses, clause relating payment of royalty, change in
profit sharing, funding of operation and discontinuation of Yoghurt brand ‘Mamie
Yova'. 
The developments relating to the JV have been communicated to the
investors and the Stock exchanges as and when taken place. The Board of Directors approved
to purchase 71,00,000 Equity shares of JV Company from Novandie. After effecting the said
purchase the shareholding pattern of the JV Company shall be 94.40% owned by Heritage
Foods limited and remaining 5.60% owned by Novandie.
The salient features of financial statements of Subsidiary,
Associate and Joint Venture companies of the company are given in Form
AOC-1 which is forming part of the consolidated financial statement. The gist of financial
performance of theSubsidiary/Associate/Joint Venture companies is as follows.

  

    
Particulars
    
Heritage Nutrivet Limited
    (Wholly Owned Subsidiary) year ended on
    
Skil Raigam Power (India)
    Limited (Associate) year ended on
    
Heritage Novandie Foods
    Private Limited (Joint Venture) year ended on
  
  

    

    
31/03/2025
    
31/03/2024
    
31/03/2025
    
31/03/2024
    
31/03/2025
    
31/03/2024
  
  

    
Total Income
    
1,860.92
    
1,608.68
    
-
    
-
    
74.46
    
47.48
  
  

    
Total Expenses
    
1,690.18
    
1,535.09
    
0.02
    
0.03
    
329.09
    
178.32
  
  

    
Profit/ (Loss) before tax
    
170.74
    
73.59
    
(0.02)
    
(0.03)
    
(254.63)
    
( 130.84)
  
  

    
Current tax expense
    
48.93
    
18.53
    
-
    
-
    
-
    
-
  
  

    
Deferred tax expense/(benefit)
    
(1.70)
    
2.91
    
-
    
-
    
-
    
-
  
  

    
Profit/ (loss) for the year
    
123.51
    
52.15
    
(0.02)
    
(0.03)
    
(254.63)
    
( 130.84)
  

In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and related
information of the Company and audited accounts of each of its Subsidiary, Associate and
Joint Venture are available on the website of your Company www.heritagefoods.in.

8.2 Names of Companies, which have become or ceased to be
Company's Subsidiaries, Joint Ventures or Associate Companies during the year

During the year under review, no Company has become or ceased to be
Company's Subsidiary, Joint Venture or Associate Company.

9.1 Particulars of Loans, Guarantees and Investments: Loans: 

During the financial year 2024-25, your Company has not given any loans
to any persons or body corporates as covered under Section 186 of the Companies Act, 2013
and Schedule V of theSEBI (LODR) Regulation, 2015.

Guarantees: 

The Company has given corporate guarantee as at March 31, 2025 of Rs.
220 Million for the credit facilities availed by its joint venture Company namely Heritage
Novandie Foods Private Limited (CIN: U74999TG2017PTC120860) (the outstanding as on March
31, 2025 was Rs. 35.41 Million) from ICICI Bank Limited for long term loan and working
capital facilities.

Investments: 

During the year under review your Company has invested Rs. 75.00
million in the equity shares in Heritage Novandie FoodsPrivate Limited.

9.2 Particulars of Contract or Arrangements made with Related Parties

Your Company has put in place "Policy on Materiality of Related
Party Transaction and on dealing with related party transactions", intended to ensure
the proper approval and reporting of transactions between the Company and its Related
Parties apart from other objectives. The Policy is available in the Policy section of the
website of the Company (https:// www.heritagefoods.in/policy). The particulars of
contracts or arrangements entered in to with the related parties as per Section 188 of the
Companies Act, 2013 and rules made thereunder, as amended from time to time and as per the
Policy on Materiality of Related Party Transaction and on dealing with related party
transactions, during the financial year ended March 31, 2025 in prescribed Form AOC-2 is
annexed to this Board's Report (Annexure-1). Further, there are no materially
significant related by the Company during the year under review with Promoters, 
Directors, Key Managerial Personnel and their relatives, which may have
potential conflict with interest of the shareholders and of Practicing Company
Secretaries, Hyderabad-500063is the company. The company has complied with the regulation
23 and other applicable regulations of the Listing Regulations with respect to the related
party transactions. The related party transactions were approved/ratified as the case may
be, by the Audit Committee of the Board and also placed before the Board as required under
the listing regulations and theCompanies Act, 2013. All related party transactions entered
during the year were in accordance to the Policy on Materiality of Related Party
Transaction (RPT) and on dealing with related party transactions, in the ordinary course
of business and at arm's length basis and there were no material related party
transactions entered during the year. Details of the related party transactions entered
during the year are made part of the financialstatements forming part of this Annual
Report as per the applicable accounting standards under Note 41.

9.3 Particulars of Employees and Related Disclosures

Disclosures with respect to the remuneration of Directors and employees
as required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as
Annexure-2A to this Annual Report.
A statement containing the particulars of the employees remuneration as
required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time are provided in Annexure-2B to this
report.

10.0 Auditors' & Auditor's Report 10.1 Statutory
Auditors:

As per Section 139 of the Companies Act, 2013 (‘the Act'),
read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at
their 30th Annual General Meeting held in the year 2022, approved the appointment of M/s.
Walker Chandiok & Co. LLP, Chartered Accountants (FRN 001076N/N500013), as the
Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 30th
Annual General Meeting till the conclusion of ensuing 35th Annual General Meeting of the
Company.
The Audit reports dated May 16, 2025 (Standalone UDIN:
25206931BMNRAF8480) (Consolidated UDIN: 25206931BMNRAH1972) issued by M/s. Walker Chandiok
&Co. LLP, Chartered Accountants, Statutory Auditors on the Company's standalone
and consolidated financial statements for the financial year ended 2024-25 is part of the
Annual Report.
There has been no qualification, reservation or adverse remark in their
Report.

10.2 Secretarial Auditors and Secretarial Standards

The Secretarial Audit was carried out by Mr. A. Ravi Shankar (M No:
FCS-5335, CP No: 4318), Partner of M/s. Ravi & Subramanyam, a firm of Practicing
Company Secretaries, Hyderabad - 500063, Telangana for the financial year 2024-25. The
report issued by the secretarial auditor dated May 3, 2025 (UDIN: F005335G000261800) is
annexed in Annexure-3 and forms integral part of the Board's Report. There has been
no qualification, reservation or adverse remark in their Report.
In terms of Regulation 24(A) of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 as amended party transactions entered from time to time,
the Company has obtained the Secretarial Compliance certificate from Mr. A. Ravi 5335, CP
No: 4318), Partner of M/s. Ravi & Subramanyam, a firm annexed in Annexure-3(i) and
forms part of the Annual Report and the same was also intimated to the Stock Exchanges
where the shares of the Company are listed.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) 
(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Company has obtained a certificate Mr. A. Ravi Shankar (M No: FCS-5335,
CP No: 4318), Partner of M/s.Ravi&Subramanyam,afirmof Practicing Company Secretaries,
Hyderabad-500063 is annexed in Annexure-3(ii) and forms part of the Annual Report and the
same was also intimated to the Stock Exchanges where the shares of the Company are listed.
Your Company has obtained a Secretarial Audit Report of its wholly
owned subsidiary company namely Heritage NutrivetLimited (CIN:U15400TG2008PLC062054) from
Mrs. Khusboo Laxmi Bhagat, Partner of M/s. KLB & Associates, Practicing Company
Secretary (CP No:14703, M.No.9376), Hyderabad- 500016, Telangana is annexed in Annexure-
3(iii) and forms part of the Annual Report.
Your Company is in compliance with all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, New Delhi for the financial year
ended March 31, 2025. Further, your Directors in their meeting held on May 16,2025, have
appointed M/s. Ravi & Subramanyam, Company Secretaries, Practicing Company Secretary,
Hyderabad - 500063, Telangana as Secretarial Auditors of the Company for a period of 5
(Five) consecutive years from the conclusion of this 33rd Annual General Meeting till the
conclusion of the 38th Annual General Meeting (i.e., for FY 2025-26 to FY 2029-30),
subject to the approval of the shareholder in the 33rd Annual General Meeting of the
company to be held on July 31, 2025. Accordingly, a resolution has been proposed by the
Board in the notice of the 33rd Annual General Meeting in this regard.

10.3 Reconciliation of Share Capital Audit

Pursuant to Regulation 76 of the Securities and ExchangeBoard of India
(Depositories and Participants) Regulations, 2018, quarterly audit of the Company's
share capital is being carried out by a Practicing Company Secretary to reconcile the
total share capital admitted with NSDL and CDSL and held in physical form, with the issued
and listed capital of the Company. The Practicing Company Secretary's Certificate
regard to the same is submitted to Stock Exchanges and is also placed before the Board of
Directors.

10.4 Internal Audit & Control Systems

Internal audit and control systems play a crucial role in ensuring the
efficient and effective operation of organizations across various sectors. Internal audit
refers to the independent and objective examination of an organization's activities,
processes and controls to assess their adequacy, reliability and compliance with relevant
laws, regulations and internal policies. The primary objective of internal audit is to
provide assurance to management and stakeholders that risks are identified and mitigated
appropriately.
Internal audit encompasses a wide range of activities, including
evaluating the effectiveness of internal controls, identifying areas of improvement,
assessing operational efficiency, fraud and irregularities and ensuring compliance with
legal and regulatory requirements. By conducting regular audits, internal auditors help
organization identify potential weaknesses in their systems and processes, allowing
management to take proactive measures to address them.
Control systems, on the other hand, refer to the policies, procedures
and practices put in place by management to safeguard assets, ensure accurate financial
reporting and promote operational efficiency. to mitigate risks and provide reasonable
assurance that the organization's objectives are achieved.
The internal audit function is responsible for evaluating the design
and effectiveness of these control systems. Internal auditors assess whether the controls
are properly designed to mitigate risks and whether they are operating effectively
practice. They conduct tests and reviews to identify control gaps, weaknesses, or
deviations from established policies and procedures. Based on their findings, they provide
recommendations to management for enhancing controls and improving processes, thus helping
the organization operate in a more efficient and risk-aware manner.
Your Company has an Audit Committee consisting of Four Non-Executive
Independent Directors. All members of audit committee are financially literate and by the
Non-Executive Independent Director, who is a FellowMember of Institute of Chartered
Accountants of India. The Audit Committee of the Board of Directors and Statutory 
Auditors are periodically apprised of the internal audit findings and
corrective actions taken. The Audit Committee of the Board of Directors reviews the
adequacy and effectiveness of internal control system and suggests improvements if any for
strengthening them. Your Company has a robust Management Information System which is an
integral part of the control mechanism.
Your Company has a well-built structure for the Internal Audit. The
Company has appointed external firms of Chartered Accountants across India as internal
auditors to conduct internal audit and to review internal controls and operating systems
and procedures as per the scope of the audit. The Board of Directors on recommendation of
the Audit Committee appoints/ re-appoints the Internal Auditors every year in compliance
with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.
Internal auditors carry out the audit as per the Scope of Internal
Audit approved by the Audit Committee at the beginning of each financial year keeping in
view of the audit observations of the previous year. in Depending on the size of the units
to be audited the internal audit is conducted at monthly and half yearly intervals whereas
the Registered Office operations are subjected to internal audit on monthly basis. The
Internal Audit Reports of the company were reviewed by the Audit Committee on monthly
basis. The Internal Auditors send the quarterly audit observations to the Company and the
same were presented quarterly by the lead internal auditor of the
Company to the Audit Committee. The Audit Committee along with
Statutory Auditors and the management of the Company meets all Internal Auditors of the
Company once in a year and review the internal controls and its adequacy. The list of
InternalAuditors appointed by the Board on the recommendation of the Audit Committee of
the Board for the FY 2025-26 is provided in the corporate information section in the
Annual Report.

10.5 Cost Auditor / Records 

As your Company is dealing with Skimmed Milk Powder and Renewable
energy for captive consumption, it is required to maintain the cost records. Your Company
has maintained all the required records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013. 
However the provisions mandating Cost Audit and appointment of Cost
Auditor are not applicable for your Company.

10.6 Declaration as per Section 134(3)(ca) of the Companies control
systems aim

Act, 2013

During the year, the auditors have not reported any instances of frauds
committed by or against the Company by its Directors/Officers/ Employees to the Audit
Committee or Board under section 143(12) of the Companies Act, 2013 and rules made
thereof. Therefore no detail is required to be disclosed under in Section 134 (3) (ca) of
the Act.

11.0 Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with
effect from April 1, 2017 pursuant to Ministry of Corporate Affairs' notification of
the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated
financial statements of the Company, forming part of the Annual Report, have been prepared
and presented the Committeeischaired in accordance with all the material aspects of the
Indian 
Accounting Standards (‘Ind AS') as notified under section 133
of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015
(by Ministry of Corporate Aff airs (‘MCA')) and Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 as amended and relevant
amendment rules issued thereafter and guidelines issued by the Securities Exchange Board
of India ("SEBI"). There was no revision of Financial Statements (Standalone
& Consolidated) and Board Reports during the year under review. Your Company is using
SAP S/4HANA accounting software for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same has been operated throughout the
year for all relevant transactions recorded in the software, except that audit trail
feature is not enabled at the database level for the accounting software to log any direct
data changes. There is no instance of tampering was noted in respect of the software where
audit trail has been enabled.

12.1 Board Diversity

The Company believes that "The best boards always blended with
individuals with different skills, knowledge, information, power and time to
contribute." The composition of the Board is in compliance to the prescribed
structure for listed companies and the Board Diversity Policy of the Company. The Policy
is available in the Company website, i.e www.heritagefoods. in>Investor>policy.
During the year 2024-25 the Board comprised of six eminent
personalities with well diversed expertise from various fields, including three
non-executive independent directors, one non-executive independent woman director, Vice
Chairperson & Managing Director and Executive Director.
A Board with diversified experience is an essential factor for the
company's overall growth which exclusively includes viz. 


Enhanced decision-making, Improved corporate governance, Increased
creativity and innovation, Enhanced problem-solving,
Better understanding of customers and markets, Improved reputation and
stakeholder trust, Mitigation of biases etc.
Keeping in view of the above the nomination of Directors in theBoard is
recommended by the Nomination and Remuneration Committee of the Board based on the
following guiding principles:
T he company aims for a balanced Board ensuring diversity in gender,
ethnicity, physical ability, education and expertise.
Gender diversity is encouraged, with at least one woman independent
director required by the Companies Act,
2013. Ethnic diversity is promoted to enhance business understanding
and decision-making.
No discrimination is made against individuals with disabilities if they
can perform their duties effectively. Directors should have varied educational backgrounds
in finance, engineering, legal and management fields. The Board values expertise in sales
and particularly in consumer goods, branding and market growth strategies.
Information technology expertise is essential, focusing on
technological trends, innovation and digital governance.
Directors with international business experience are preferred to guide
companies with global operations.
T he Board collectively brings experience industries, education, policy
and investment for better governance.
Overall, the company ensures an inclusive and competent Board to drive
its strategic objectives effectively.

12.2 Meetings of the Board

During the financial year 2024-25 the Board met seven (7) times on May
29, 2024, July 23, 2024, September 18, 2024, October 23, 2024, November 15, 2024, January
22, 2025, March 11, 2025. The intervening gap between any two meetings was within the
period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

12.3 Declaration from Directors

Your Company has received necessary declaration from all Directors
stating that they are not debarred or disqualified from being appointed or continuing as
Directors of companies as per the Securities and Exchange Board of India, Reserve Bank of
India, Ministry of Corporate Affairs or any such other Statutory Authority.
Your Company also received necessary declaration from each independent
director stating that they met the criteria prescribed for independence under Section 149
of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and the Board has confirmed its veracity and taken the
same on record.
All Independent Directors of the Company have passed the Online
Proficiency Self-Assessment Test Institute of Corporate Affair (IICA).

12.4 Confirmation and Opinion of the Board on Independent Directors.

All the Independent Directors of the Company have given their
respective declaration / disclosures under Section 149(7) of the Companies Act, 2013
("the Act") and Regulation 25(8) of the Listing Regulations and have confirmed
that they fulfill the independence criteria as specified under section 149(6) of the Act
and Regulation 16 of the Listing Regulations and have also confirmed that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Further, the Board after taking
these declarations/ disclosures on record and acknowledging the veracity of the same,
concluded that the Independent Directors are persons of integrity and possess the relevant
expertise and experience to qualify as Independent Directors of the Company and
areIndependent of the Management.

12.5 Board Evaluation 
As per the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time
the Nomination and Remuneration Committee laid down criteria for performance evaluation of
individual director, the board and its committee(s). Accordingly, an annual evaluation was
carried out for the Board's performance, its Committees and individual director. The
Board performance evaluation is carried out through a structured questionnaire which
provides a clear and valuable feedback for Board effectiveness and highlighting areas for
further development.
The following are some of the broad issues that are considered in
performance evaluation questionnaire
• Evaluating the board member's understanding of the
organization's mission, vision and strategic goals, as well as their ability to
provide strategic guidance and direction.
• Ability to act on a fully informed basis, in good faith, with
due diligence and in the best interest of the company and the stakeholders.
• Optimum combination of knowledge, skill, experience and
diversity on the Board as well as its Committees.
• Relationships and effective communication among the Board
members.
• Effectivenessof individual non-executive and executive directors
and Committees of Board.
• Quality of the discussions, general information provided on the
company and its performance, papers and presentations to the Board.
• Risk management as well as processes for reviewing risks.
• Well- defined mandate and terms of reference of Committee.
• Attendance at Board as well as Committee Meetings
• Procurement of Information, preparation for Board
Meetings and value of contribution at meetings
• Relationships with fellow Board members, the company secretary
and senior management and mutual trust and respect they stimulated within the Board.
• Keeping update with the latest developments in the areas of
governance and financial reporting
• Willingness to devote time and effort to understand the company
and its business
• Providing necessary guidance using their knowledge and
experience in development of corporate strategy, major plans of action, risk policy and
setting performance objectives.
• Independence exercised in taking decisions, listening to views
of others and maintaining their views with resolute attitude
• Ability in assisting the Company in implementing the best
corporate governance practices.
• Capability in exercising independent judgement to tasks where
there is potential conflict of interest
• Commitment in fulfillingthe director's obligations
fiduciary responsibilities.
• Providing an overall assessment of the board member's
contribution to the effectiveness of the board in fulfilling year, with all Independent
its governance responsibilities and advancing the organization's mission and
objectives.
The Board of Directors received all evaluations from each Director
including Board as a whole and its committee based on the above criteria, discussed
various points and all points are satisfactory. Hence, no further action is required.
There were no actions pending from the previous year observations. 
In order to improve the efficiency, and streamlining the evaluation
process, the Company with approval of the Nomination and Remuneration Committee, has
implemented a Board Evaluation Solution for carrying out the Board Evaluation in Digital
Mode as on March 31, 2025.

12.6 Appointment/Re-Appointment of Directors

During the year under review, the approval of members through special
resolution was taken on March 14, 2024, for the reappointment of Mrs. Aparna Surabhi (DIN:
01641633) as Non-
Executive Independent Woman Director of the Company for second and
final term with effect from April 1, 2024, to January 29, 2029; for the re-appointment of
Mrs. N Bhuvaneswari (DIN: 00003741) as Whole-time Director designated as Vice-Chairperson
and Managing Director (VC&MD) of the Company for a further period of 5 years
commencing from April 1, 2024, to March 31, 2029 and for the re-appointment of Mrs. N.
Brahmani (DIN: 02338940) as Whole-time Director designated as Executive Director of the
Company for a further period of 5 years commencing from April 1, 2024 to March 31, 2029.
The Board in the meeting held on March 11, 2025, has approved that appointment of Dr. M
Sambasiva Rao as an Additional Director w.e.f. April 1, 2025, as recommended by the
Nomination and Remuneration Committee of the Board. The Board in the said meeting has also
approved the appointment of Dr. M Sambasiva Rao as Whole Time Director andw.e.f. April 1,
2025, to hold office for a tenure of 5 consecutive years reckoned from the date of
appointment, subject to the approval of shareholders through postal ballot, which was
approved by the shareholder vide Special resolution passed through postal Ballot on May 2,
2025.

12.7 Retirements and Resignations

In terms of the provisions of Section 152 of the Companies Act, 2013
and rules made thereunder, Dr. V. Nagaraja Naidu (DIN:00003730) Non-Executive Director of
the Company has retired at the Annual General Meeting held on August 21, 2024, who did not
offerhimself for re-appointment and the vacancy so caused on the Board be not filled up.
Mrs. N Brahmani, Executive Director, is retiring by rotation from the conclusion of
forthcoming AGM and being eligible, offered herself for reappointment as a Director. The
notice for the AGM provides for consideration of re-appointment of Mrs. N Brahmani.

12.8 Meeting of Independent Directors

Separate meetings of the Independent Directors was held on May 29, 2024
and March 11, 2025, inter-alia, to discuss evaluation of the performance of Non-
Independent Directors, the Board as a whole, evaluation of the performance of the
Chairperson, taking into account the views of the Executive and Non-Executive Directors
and the evaluation of the quality, of information between the contentandtimeliness of flow
management and the Board that is necessary for the Board to effectively and reasonably
perform company has complied with Schedule II part E of SEBI (LODR) Regulation, 2015,
requiring independent directors of top 2000 listed entities (as per market capitalization)
to hold at least two directors'meetings in a financial active participation. The
Independent Directors expressed satisfaction with the overall performance of the Directors
and the Board as a whole.

12.9 Registration of Independent Directors in Independent Directors
Databank:

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

12.10 Familiarisation programmes imparted to Independent Directors

Every new independent director of the Board attends an orientation
program. To familiarize the new inductees with the strategy, operations and functions of
your Company, the Executive Directors/Senior Managerial Personnel make presentations to
the inductees about the Company's strategy, operations, product and service
offerings,markets, organization structure, quality and risk management etc.

12.11 Code of Conduct

Board of Directors have adopted and oversee the administration of the
Company's Code of Business Conduct and Ethics (the ‘Code of Conduct'),
which applies to all Directors, Officers and Employees of Heritage Foods Limited and its
subsidiaries. 
The Code of Conduct reflects the Company's commitment to do
business with integrity and in full compliance with the law
andprovidesageneralroadmapforalltheDirectors,Officers and Employees to follow as they
perform their day-to-day responsibilities with the highest ethical standards. The
Directors and the Senior Management personnel have submitted annual declarations regarding
adherence to the Code of Conduct. The Code of Conduct also ensures that all members of
company perform their duties in compliance with applicable laws and in a manner that is
respectful of each other and the company's relationships with its customers,
suppliers and shareholders, as well as the communities and regulatory bodies where the
Company does business.

12.12 Key Managerial Personnel

During the year under review, the Company is having the following
persons as Key Managerial Personnel.

  

    
Name of the Official
    
DIN/M. No
    
Designation
  
  

    
Mrs. N Bhuvaneswari
    
00003741
    
Vice Chairperson & Managing Director
  
  

    
Mrs. N. Brahmani
    
02338940
    
Executive Director
  
  

    
Dr. M Sambasiva Rao*
    
01887410
    
Whole Time Director (President - up to March
    31, 2025)
  
  

    
Mr. Srideep Madhavan Nair Kesavan#
    
-
    
Chief Executive Officer
  
  

    
Mr. A Prabhakara Naidu
    
FCA 200974
    
Chief Financial Officer
  
  

    
Mr. Umakanta Barik
    
FCS 6317
    
Company Secretary& Compliance Officer
  

* Dr. M Sambasiva Rao, has been appointed as Whole time Director and
Key Managerial Personnel w.e.f. April 1, 2025. # Hereinafter referred as Mr. Srideep M
Kesavan.

12.13 Remuneration of Directors, Key Managerial Personnel and Senior
Management

The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations.
The information required under Section 197 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of
the Company is set out in the Annexure-2 [A&B] to this report.

12.14 Committees of the Board

The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following Committees
constituted by the Board function according to their respective roles and defined scope:
a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders'
Relationship Committee d) Corporate Social Responsibility Committee e) Risk Management
Committee f) Management Committee During the Year under review, the Nomination and
Remuneration Committee and the Stakeholders' Relationship Committee of the Board were
reconstituted w.e.f. 23rd July, 2024.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report. The composition of the
committees and compliances, as per the applicable provisions of the Act and Rules, are as
follows:

  

    
Name of the Committee
    
Composition of the
    Committee as on March 31, 2025
    
Highlights of roles and
    responsibilities
  
  

    
Audit committee
    
Mrs. Aparna Surabhi (C)
    
All recommendations made by the audit
    committee during year were accepted by the Board.
  
  

    

    
Mr. A V Girija Kumar (M)
    
Reviewing, with the management, the quarterly
    financial statements before submission to the Board for approval.
  
  

    

    
Mr. Rajesh Thakur Ahuja (M)
    
Approval or any subsequent modification of
    transactions of the Company with related parties.
  
  

    

    
Mr. M P Vijay Kumar (M)
    
Reviewing, with the management, the
    performance of statutory auditors and internal auditors, adequacy of internal control
    systems, etc.
  
  

    
Nomination and Remuneration Committee
    
Mr. M P Vijay Kumar (C)
    
The committee oversees and administers
    executive compensation, operating under a written charter adopted by our Board of
    Directors.
  
  

    

    
Mr. A V Girijakumar (M)
    
The nomination and remuneration committee has
    framed nomination and remuneration policy.
  
  

    

    
Mr. Rajesh Thakur Ahuja (M)
    

  
  

    

    
Mrs. Aparna Surabhi (M)
    

  
  

    
Stakeholders Relationship Committee
    
Mrs. Aparna Surabhi (C)
    
The committee reviews and ensures redressal
    of grievances.
  
  

    

    
Mr. A V Girijakumar (M)
    

  
  

    

    
Mr. Rajesh Thakur Ahuja (M)
    
The committee noted that all the grievances
    of the investors been resolved during the year.
  
  

    

    
Mrs. N Bhuvneswari(M)
    

  
  

    
Corporate Social Responsibility Committee
    
Mr. Rajesh Thakur Ahuja (C)
    
To formulate and recommend to the Board, a
    Corporate Responsibility (CSR) Policy indicating activities to be undertaken by the
    Company in compliance with provisions of the Companies Act, 2013 and rules made there
    under.
  
  

    

    
Mr. A V Girijakumar (M)
    

  
  

    

    
Mrs. N Bhuvaneswari (M)
    
To monitor the implementation of the CSR
    Policy of the from time to time
  
  

    
Risk Management Committee
    
Mr. Rajesh Thakur Ahuja (C)
    
The purpose of the committee is to assist the
    Board in corporate governance with regard to the identification, evaluation &
    mitigation of operational, strategic and environmental risks efficiently and effectively.
  
  

    

    
Mr. A V Girijakumar (M)
    

  
  

    

    
Mrs. Aparna Surabhi (M)
    

  
  

    

    
Mrs. N Bhuvaneswari (M)
    
The Company has developed and
    implemented management framework that includes identification of elements of risk, if any,
    which in the opinion of the Board may threaten the existence of the Company.
  
  

    
Management
    
Mrs. N Bhuvaneswari (C)
    
Setting the strategic direction to guide and
    direct the activities of the organization;
  
  

    
Committee
    
Mr. A V Girijakumar (M)
    

  
  

    

    
Mr. M P Vijay Kumar (M)
    
Ensuring the effective management of the
    organization and its activities; and
  
  

    

    
Mrs. Aparna Surabhi (M)
    
Monitoring the activities of the organization
    to ensure they are in keeping with the founding principles, objects and values.
  

C: Chairperson, M: Member

12.15 CEO & CFO Certification

The Chief Executive Officer and Chief Financial Officer of Company have
submitted annual compliance certificate on financial reporting and internal controls to
the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulation, 2015. Chief Executive Officer and Chief Financial Officer also
submitted quarterly compliance certificate on financialresults while before the Board in
terms of Regulation 33(2) (a) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulation, 2015. The annual certificates given by the Chief Executive
Officer and Chief Financial Officer forms part of this Annual Report.

13.1 Compliance Management

The Company has built and adopted a compliance management tool as a
part of the SAP. The application provides a facility to update statutory compliances from
time to time by attaching the evidence of compliance. The tool also provides system-driven
alerts to the respective personnel of the Company for complying with the applicable laws
and regulations as per the due dates for compliance. The Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer and Company Secretary of the Company present a
certificate compliance of all the applicable laws, rules and regulations to the Board of
Directors of the Company in the Board Meetings held for reviewing of the quarterly
financial statements.

13.2 Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as
amended from time to time, the Company has adopted a Code of Conduct to Regulate,
Monitoring & Reporting of Trading by Insiders. The Company has appointed Mr. Umakanta
Barik, Company Secretary of the Company as Compliance Officer, who is responsible for
setting forth procedures and implementation of the code of conduct for trading in
Company's securities. 
During the FY 2024-25 the Company has duly complied with the said code.
Apart from this Code the Company has put in place Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), Policy
and procedures for inquiry in case of leak of unpublished price sensitive information to
ensure compliance with SEBI Prohibition of Insider Trading Regulation (PIT Regulations)
with the approval of the Board of Directors. During the year, the Company regularly sent
informational e-mails to the specified Employees on topics including Do's and
Don't's while dealing with the securities the of the Company and window open
period/closed period to familiarise, educate and remind them of the provisions of Share
Dealing Code and SEBI PIT Regulations.
Your Company is maintaining Structured Digital Database
(‘SDD'), the database of unpublished price sensitive information placing
thefinancialresults (UPSI), shared internally and externally, with the intent of keeping
track as to who all were in the know of an UPSI before it became public. 

13.3 Investor Relationship:

Investor Relations (IR) is a key strategic function that bolsters the
company's business model by ensuring transparent, consistent and impactful
communication between management, shareholders, analysts and the broader investment
community. 
By effectively conveying the company's strategic direction and key
developments, IR aligns investor expectations with long-term business goals, building
stakeholder trust and driving sustainable growth. Go India Advisors, Mumbai manages the
Investor relations of the Company.
IR professionals are responsible for disseminating accurate certifying
the and timely updates, including financial results, earnings announcements and regulatory
filings. They organize and participate in investor meetings, conferences and earnings
calls, offering insights into the company's performance while addressing investor
queries and concerns. A significant aspect of investor relations is maintaining strong,
trust-based relationships with both institutional and retail shareholders, as well as
buy-side and sell-side analysts. Through regular engagement, IR teams help strengthen the
company's market reputation and investment appeal.
In addition to communication and relationship management, IR teams
monitor market trends, investor sentiment and competitor activities. They assess how these
factors affect the company's valuation and provide strategic inputs to management on
investor expectations, emerging risks and 
I. Opportunities


In view of the growing need for enhanced Investor Relations (IR), a few
noteworthy steps have been undertaken by the Company to strengthen engagement and
transparency with its stakeholders.
II. Investor Sentiment/Market Sentiment


Investor Relations (IR) team continues to play a vital role in shaping
market sentiment and strengthening stakeholder confidence. consistent communication, our
IR function ensures that our performance, strategic direction and future outlook are well
understood by the investment community. By actively monitoring investor feedback and
market trends, the IR team provides valuable insights to our leadership, enabling informed
decision-making that enhances our visibility, builds long-term trust and drives
shareholder value.
III. Market Outreach


IR plays a key role in targeted market outreach by engaging both
buy-side and sell-side stakeholders through strategic, focused interactions. By
identifying and connecting with the right analysts, investors and institutions, IR ensures
that the company's story reaches the right audiences. This targeted approach enhances
visibility, attracts quality capital and fosters stronger relationships within the
investment community.
IV. Investor Communication:


Investors are kept well-informed through timely dissemination of
notices of events, material disclosures and postal ballot communications. These are
circulated through physical delivery, email, publication on the Company's website and
necessary filings with the stock exchanges to ensure transparency and compliance. 
On quarterly basis Quarterly investors' presentation and
transcripts of the investors concall is sent to all shareholder who have registered their
email addresses with the company/depositories.
V. Investor Grievance Redressal and Shareholder Services:


Investor complaints received via email, telephone, or in physical form
are addressed and resolved promptly, reflecting the Company's ongoing commitment to
fairness, transparency and building investor trust. Grievances of the security
holders—including those related to transfer or transmission of shares, non-receipt of
the annual report, non-receipt of declared dividends, issuance of new or duplicate share
certificates, matters concerning general meetings and other related issues—are
handled without delay.
The Company also ensures that requests for issuance of duplicate share
certificates are processed efficiently in strict compliance with applicable regulatory
guidelines. 
Additionally, it facilitates requests for change in beneficial
ownership through a streamlined and transparent process, ensuring smooth and timely
execution.
The details of complaints and service requests received and resolved
during the Financial Year 2024 25 are provided in the Corporate Governance Report 
VI. Promotion of Dematerialisation:


Shareholders are encouraged to convert their physical shareholdings
into dematerialised (demat) form. Your Directors also recommend this transition for
enhanced security, ease of transfer, faster settlement and to eliminate the risks
associated with loss, theft, or damage of physical share certificates. The demat system
allows such changes to be electronically recorded with accuracy and efficiency.
VII. Enhanced Investor Interface:


The Company has restructured the Investor Relations section on its
website to improve both visual appeal and clear, transparentand the quality of content
made available to stakeholders. This initiative ensures a more engaging, user-friendly
interface while also ensuring complete compliance with statutory disclosure requirements.
VIII. Interviews and press releases:


Interviews are regularly conducted by the management and press releases
are issued to provide updates on the Company's performance, key developments and
strategic direction. These efforts ensure that stakeholders, the media and the investment
community are kept informed with accurate and timely information, reinforcing transparency
and fostering trust.
IX. Investor calls:


Investor calls are conducted regularly to maintain consistent
communication with shareholders and analysts, providing updates on the Company's
performance, addressing queries and strengthening transparency and investor confidence.

13.4 Human Resources and Industrial Relations

Your Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. Your company ensures that it provides a
harmonious and cordial working environment to all its employees. To ensure good human
resources management, your Company focused on all aspects of the employee lifecycle. This
provides a holistic experience for the employee as well. During their tenure at the
Company, employees are motivated through various skill-development programs, engagement
and volunteering programs. Your company has put in continued efforts in building
capabilities of Human Resources with adoption of specific and targeted interventions.
During the FY 2024-25 the Company conducted 193 in-house Training Programmes in 194
training days i.e. a total of 69, 673 Hours of Training, involving 12,268 participants, in
other words all employees were imparted with more than one trainings during the period.
The training programmes were designed keeping in view the need of the Organisation,
capacity building and overall personality development and career growth of the staff.
Basically three types of programmes were organised viz. Technical aspect, Behavioural
aspects and general aspects. and
The Technical Training sessions covered key areas viz. Food Safety,
Quality & Hygiene, Health, Safety & Environment, Operations & Maintenance,
Process Improvement & Productivity, Sales, Marketing & Business Development, Data
& Technology, Compliance, Legal & Financial, HR & Project Management and Dairy
Industry Specific topics etc.
The Behavioural programs focused on Workplace Ethics & Legal
Awareness, Personal Conduct, Health & Hygiene, Safety Behaviour & Emergency
Preparedness, Personal Effectiveness
& Emotional Intelligence and Leadership & Transformation etc.
Training on General aspects included sessions on Health, Hygiene & Safety, HR Systems
& Policies, IT & Digital Tools, Productivity, Time & Team Management,
Induction, SOPs & On-boarding, Workplace Organization & Quality Systems and
Thought on Leadership & Development etc.
Apart from this, the Company has sponsored 52 training
programmes/seminars/conference for 3,461 employees (recurring participants) organised by
various organisations viz. IIM Indore; Bharati EduTech Services; Green Ways Road Safety
Academy; National Productivity Council; M S Soft Technologies; Pegasus Academy; IMA (
International Market Assessmnet); Prompt Dairy Tech; Prosper Consultancies; Suvant
Solutions; Middle Earth HR; National Safety Council of India; One IT Technologies; IIM
Ahmedabad; NALSAR University; CII (Conferderation of Indian Industry) etc.
Your Company has a structured induction process at all locations and
management development programs to upgrade skills of managers. Objective appraisal systems
based on Key
Result Areas are in place for all employees. Company has adopted
several policies viz. Equal Opportunity Policy, Health and Safety Policy, Policy on
Prevention of Sexual Harassment (POSH) of Women at the Workplace, Whistle blower Policy
etc. to provide guiding force towards achievement human resource management and employee
capacity building goals and addressing issues relating to human resource and regulatory
expectations.
The company has implemented ZOHO people, a cloud based HR software
Solution designed to streamline and automate various HR processes, making workforce
management more efficient. It offers including employee database management, attendance
and leave tracking, payroll integration, performance appraisal and recruitment. The
software also includes self-service portals, enabling employees to update their
information, request leaves and track performance goals. Zoho People helps HR teams make
data-driven decisions. Your Company is committed to nurture, enhance and retain talent
through superior Learning & Organizational Development.
The total strength of your Company employees as on March 31, 2025 was
3,364 The average age of employees is 35 years. The annualised attrition rate stood at
16.31%as on March 31, 2025 with reduction of 2.58% compared to 18.89% as on March 31,
2024.
The Company is proactively taking steps to enhance employee engagement,
provide career growth opportunities, implement skill development initiatives and foster a
positive work culture to retain talent and reduce attrition. Regular feedback mechanisms
and employee recognition programs are also being strengthened to boost satisfaction and
long-term retention. Various employee welfare schemes included Medical 
Insurance for Non-ESI employees; Annual health check-ups;
Transportation; Canteen Facilities; Cr?che and childcare facilities
for working mothers etc.
Heritage Premier League, A corporate sports event was organized to
foster internal collaboration, employee morale and brand pride.
"EMERGE>>" Young Talent Program 2024, Conducted across 
IIMs and premier B-Schools, this initiative aimed to inject fresh
thinking into the organization and build future leadership pipelines. 
Your Company has been certified as a "Great Place to Work" by
the prestigious Great Place to Work? Institute, valid until 
November 2025. This esteemed certification underscores our commitment
to fostering a workplace culture that prioritizes employee well-being, encourages
professional growth and promotes inclusivity. It is a proud acknowledgment of our efforts
to create an empowering environment that aligns with our organizational values and enables
our people to thrive.
The Industrial Relations within the Company during the period under
review remained cordial, constructive and harmonious marked by high employee morale and
mutual respect. There were no instances of unrest, agitation, or deterioration in the
relationship between the management and employees. All employee grievances, queries and
concerns were promptly addressed and resolved in a timely and effective manner, reflecting
the Company's commitment to maintaining transparent communication, employee
well-being and a positive work environment.

13.5 Compliance of Reclassification of Promoters group: 

For the financial year ended on March 31, 2025, the Promoters
re-classified to the Public shareholders have submitted the Annual declaration stating
that they have complied with the provisions as prescribed under Regulation 31(4) of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. 

13.6 Risk Management

Your Company have constituted a Risk Management Committee pursuant to
Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing
Obligations & Disclosure 
Requirements) Regulations 2015, which has been entrusted with the
responsibility to assist the Board in (a) Overseeing a comprehensivesuiteoffeatures, and
approving the Company's enterprise risk management framework; and (b)
Overseeing that all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, Information Technology, legal, regulatory,
reputational and other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those risks. The details of
Risk Management Committee and are given in Clause (5 (A) of the Corporate Governance
Report.
The Committee had formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day to day operations of the Company. Risk
Management Policy of the 
Company outlines different kinds of risks and risk mitigating measures
to be adopted by the Board. The policy is available in the website of the company in the
Policy section: www. heritagefoods.in>Investor>policies. The Risk Management
Procedure is reviewed by the Risk Management Committee and Board of Directors on a half-
yearly basis at the time of review of Financial Results of the Company. On the
recommendation of the Risk Management Committee the Board has engaged the services of
Consultancy, for implementing an Enterprise Risk Management (ERM) tool for the Company.
The ERM tool shall be instrumental for early identification & assessment and risk,
developing a robust risk monitoring mechanism, developing and updating the Risk Appetite
Framework and integrating risk management practices within the organization's
business processes for strategic management of the "Key Risks That
Matter".

13.7 Insurance

All properties and insurable interests of the Company have been fully
insured. Your Company also insured all its employees and contract labour working across
the Company. The Company has also insured its farmers enrolled with Company.

13.8 Cyber Security

The Company has implemented robust technologies, processes and
practices to safeguard its networks, systems and data from external threats, unauthorized
access and potential damage. Regular employee training programs are conducted to promote
awareness of safe usage of networks, digital devices and data, helping to prevent breaches
and strengthen cyber security. The Information Technology Department continuously gathers
employee feedback to enhance cybersecurity protocols, ensuring they remain effective and
up to date. Additionally, the Risk Management Committee and the Board of Directors
regularly review cybersecurity risks and mitigation measures to uphold a strong and
resilient security framework.

13.9 Information Technology and Digital Transformation:

Implementation of IT & Digital Transformation Strategy has been a
key priority for your Company for the year 2024-25. 
The Strategy was focused on addressing the perspective of all the
stakeholders, viz. Farmer, Consumer, Customer and the Employee to achieve the desired
outcomes of reducing the cost, enhancing the Introduction of various initiatives using
Data Science such as grading of MCCs & Representatives and Forecasting of SMP Price
have helped the Organisation in taking data driven decisions. BI Dashboards have been
deployed covering all major functions such as; Sales, Procurement, Finance, Production,
Purchase & Stores and Human Resource.
Heritage CLapp (Customer Live Application) & DMS (Distributor
Management System) have given an edge in terms of streamlining the primary and secondary
sales process from Distributor, Agent level up to the counter sales level in an authentic
manner.
Vet+ app continued to widen its user base and the range of services
helping the Farmers with hassle free veterinary services and eventually enhancing their
income.
All the IT related initiatives combined have helped the organisation in
being consumer centric and farmer friendly while making Heritage as the best place to work
with for its employees.
As part of Digital Transformation for business operations your Company
has migrated its IT infrastructure to AWS cloud using Well Architecture Review Framework
which enhances scalability, reliability and security w.e.f. November 1, 2023.. This
transition reduces operational costs, improves system performance and provides access to
advanced services like machine learning and big data analytics, driving greater business
agility and innovation. The Primary Data centre (SAP ERP) of the Company is hosted on AWS
Cloud located in Amazon Development Centre (Hyd 11) Jayabheri Orange Towers, Jairaj, Rd
Number 2, Financial District, Nanakramguda, 
Hyderabad, Telangana -500032, India.
And the Disaster Recovery centre (SAP ERP) is located at AWS Cloud
located in Amazon Web Services India Pvt Limited, Godrej One, 11th Floor,
Pirojshanagar, Vikhroli, Mumbai, 
Maharashtra -400079, India.
In order to self-assess the Disaster Management capability, the Company
conducts DR Drill at regular intervals.
In order to evaluate the effectiveness, security and compliance of the
IT systems, to ensure that they align with industry standards and regulatory requirements
and to identify vulnerabilities, assess risk management practices and enhance overall data
integrity, confidentiality and availability the Company has appointed qualified
consultants to conduct IS audit of the IT framework.
The packing stations and sales offices are connected to the Data centre
through SAP and the transactions at taking place at these terminals are effected on real
time basis over a secure network line.
The chilling centres terminals are standalone, from where the data is
uploaded to the Central Data base at the end of the day. Your Company also streamlined its
customer payment process by moving to 100% digital payments and also automated key
activities in Procure to Pay, Order to Cash and Quality management processes.
The internal communication takes place through Google mail service via
internet and intranet.
Apart from the SAP and network, the Company uses several stand-alone
software/Tool for the day to day operation. A brief . of few software used by the Company
are as under: 
A Software used by the Company to comply with the requirement of
Structured Digital Database (‘SDD') i.e. the database of unpublished price
sensitive information (UPSI) with the intent of recording the flow of sharing of
(Prohibition of Insider Trading) Regulations, 2015.mitigating software Company to unsure
full compliance with SEBI's Prohibition of Insider Trading (PIT) Regulations (2015).
A digital signature solution that allows to sign, manage and store
documents electronically in a secure and legally compliant manner to streamline workflows,
reduce paperwork and enhance document security.
A Software used for Contract Management, Litigation Management, Legal
Notice Management, IPR Management, Legal Case Traking and IPR management.
A digital platform used by the Company which enables real-time conduct
of Board and Committee meetings. It facilitates the preparation, circulation and secure
storage of agendas, minutes and documents in digital format. BLISS ensures authorized
access, maintains an audit trail and supports compliance, making it a valuable tool for
efficient corporate governance.
A digital platform used by the Company, which streamlines the
evaluation of Board and Committee performance in Digital 
Mode through structured questionnaires, confidential feedback and
automated analysis, helping improve governance and decision-making.
By leveraging the power of analytics and insights generated your
Company is able to unlock business opportunities in Sales, Milk procurement and planning
areas.

14.0 Policies

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain policies for all
listed companies. Company has also adopted several polices in line with Companies Act,
2023 and Acts applicable to the Company. Apart from those polices the Company has also
adopted comprehensive set of policies covering various ESG aspects for promoting
Sustainable business practices. All the corporate policies are available in the Company
website (www. heritagefoods.in/ Investors/ policies). The policies are reviewed
periodically by the Board and updated based on need and new compliance requirement.
In addition to its Code of Conduct and Ethics, key policies that have
been adopted by the Company are as follows:

  

    
Sl. No.
    
Policy Name
    
About the Policy
  
  

    
1.
    
Code of Conduct & Ethics
    for Board & Senior Management
    
The Code is applicable to
    Board of Directors, Senior Management Personnel and Employees helping them to maintain
    good standards of business conduct, foster ethical and moral conduct and promote a culture
    of honesty and accountability, so as to set an example to others in the company.
  
  

    
2.
    
Whistle Blower Policy
    
The Company has adopted the
    whistleblower mechanism for employees to report concerns about unethical behaviour, actual
    or suspected fraud, or violation of the Company's code of conduct and ethics. It also
    provides for adequate safeguards against victimization of the whistleblower employees and
    also provides for direct access to the Chairperson of the Audit Committee.
  
  

    
3.
    
Risk Management Policy
    
This policy sets out the
    objectives and accountabilities for the management of risk within the Company such that it
    is structured, consistent and effective
  
  

    
4.
    
Corporate Social
    Responsibility Policy (CSR Policy)
    
The policy outlines the
    Company's strategy to bring about a positive impact on Society through programs
    relating to hunger, poverty, education, healthcare, environment, relief, disaster
    management etc., as per the provisions of the Companies Act, 2013.
  
  

    
5.
    
Policy on Materiality of
    Related Party Transactions
    
The policy regulates all
    transactions between the Company and its related parties
  
  

    
6.
    
Policy for Determining
    Material Subsidiaries
    
The policy is to regulate the
    investments of Company in Subsidiaries and oversee the functioning of subsidiaries based
    on the applicable laws and regulations applicable on the Company.
  
  

    
7.
    
Code of Practices and
    Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), Policy
    on Legitimate Purpose, Policy/procedure for investigation of leak/suspected leak of UPSI
    
The Policy has been
    formulated with a view to maintain uniformity, transparency and fairness in dealing with
    all stakeholders and to ensure timely, fair and adequate disclosure of unpublished price
    sensitive information to the investor community by the Company to enable them to take
    informed investment decisions with regard to the Company's securities.
  
  

    
8.
    
Code of Conduct to Regulate,
    Monitor & Report Trading by Insiders as per SEBI (Prohibition of Insider Trading)
    Regulation 2015
    
This code regulates any kind
    of Insider Trading by designated persons
  
  

    
9.
    
Policy on Prevention of Sexual
    Harassment
    
The policy aims at providing a
    safe work environment for women at workplace
  
  

    
10.
    
Board Diversity and
    Nomination & Remuneration Policy
    
The policy sets out the
    Company's approach to ensuring adequate diversity in its Board of Directors (the
    "Board") and is devised in consultation with the Nomination and Remuneration
    Committee (the "Committee") of the Board
  
  

    
11.
    
Policy on Preservation of
    Documents
    
The Policy provides for the
    preservation period for records/documents based on their reference value and legal
    requirements.
  
  

    
12.
    
Policy on determination of
    Materiality of Events
    
The Policy provides for
    determining the materiality of events or information relating to the Company and to ensure
    timely and accurate disclosure on all material matters concerning the Company.
  
  

    
13.
    
Policy on Dividend
    distribution
    
The objective of this Policy
    is to ensure the right balance between the quantum of Dividend paid and amount of profits
    retained in the business for various purposes
  
  

    
14.
    
Archival Policy
    
The Policy establishes
    guidelines for protecting, maintaining and archiving the disclosures made to the stock
    exchange and hosted on the company's website. It defines the duration for which such
    information remains on the website and in the archived folder, along with other related
    archival matters.
  
  

    
15.
    
Business Responsibility
    Policies
    
The Policy is intended to
    ensure that the Company contributes towards sustainable development and fulfils its
    social, environmental and economical responsibilities
  
  

    
16.
    
Cyber Security Policy
    
The policy is to protect
    information and information infrastructure from cyber incidents through a combination of
    processes, guidelines, technology and cooperation. This policy governs the usage of IT
    Resources from an end user's perspective.
  
  

    
17.
    
Policy and procedures for
    inquiry in case of leak of unpublished price sensitive information
    
The Policy aims to provide a
    framework for inquiry in case of leak or suspected leak of Unpublished Price Sensitive
    Information
  
  

    
18.
    
Anti Bribery and
    Anti-Corruption Policy
    
The policy is to safeguard and
    promote legitimate business throughout the Company and to prevent and prohibit corruption,
    bribery and similar acts in connection with the Company.
  
  

    
19.
    
Policy on Environment and
    Climate Change
    
The Policy covers all
    operations, manufacturing facilities, supply chains, logistics and community interactions
    of the Company to ensure environmental responsibility and climate action
  
  

    
20.
    
Product Stewardship Policy
    
The Policy provides guidelines
    for sustainable procurement, product safety, environmental responsibility and consumer
    engagement.
  
  

    
21.
    
Supply Chain Management and
    Responsible Sourcing Policy
    
The Policy serves as a guiding
    framework to ensure responsible sourcing and effective supply chain management
  
  

    
22.
    
Animal Welfare Policy
    
The policy provides a
    framework to positively influence animal health and welfare through social and educational
    interventions
  
  

    
23.
    
Operational Health &
    Safety Policy
    
The Policy outlines the
    Company's approach to workplace safety, risk management and environmental
    sustainability, integrating best practices to enhance compliance and employee well-being.
  
  

    
24.
    
Equal Opportunity Policy
    
The policy provides a
    framework to uphold diversity, fair employment practices, equal career opportunities and
    workplace inclusivity, ensuring compliance with applicable labour laws and regulations.
  
  

    
25.
    
Policy on Human Rights,
    Diversity and Inclusion
    
This policy establishes our
    guiding principles and commitments to ensure that our operations respect and protect human
    dignity, fairness and equal opportunities.
  
  

    
26.
    
Stakeholders Engagement Policy
    
This policy outlines the
    company's approach towards stakeholder engagement, inclusive dialogue with
    stakeholders for shared progress and mutual respect.
  


14.1 Policy on Sexual Harassment

Prevention of sexual harassment at the workplace is a critical issue
that requires robust mechanisms and proactive measures. 
The Vishakha Guidelines, established by the Supreme Court of India in
1997, laid the foundation for addressing sexual harassment at the workplace. These
guidelines were further reinforced by the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013(i.e. POSH Act). Your Company is
committed to providing a safe and conducive work environment to all its employees and
associates. In compliance with POSH Act and rules made thereunder, your Company has
constituted Internal Complaints Committees (ICCs) covering all workplaces to address
complaints of sexual harassment. The company has put in place a Policy on Prevention of
Sexual Harassment (POSH) of Women at the Workplace, serving as guiding policies dedicated
to preventing and redressing incidents of harassment, ensuring complete anonymity,
confidentiality and fairness in the investigation process.
Regular awareness programs and training sessions are conducted to
sensitize employees about appropriate workplace behaviour and the consequences of
harassment, thereby fostering a respectful and inclusive workplace culture. To sum up, the
Company has complied with the provision relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. There are no instances of Harassment reported during
the year 2024-25 under Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The below table provides details of complaints received/ disposed
during the financial year 2024-25:

  

    
S. No
    
Particulars
    
Status of the No. of complaints received
    off and disposed
  
  

    
1
    
Number of complaints at the beginning of
    financial year
    
Nil
  
  

    
2
    
Number of complaints filed during the
    financial year
    
Nil
  
  

    
3
    
No. of complaints disposed during the
    financial year
    
Nil
  
  

    
4
    
No. of complaints pending at the end of
    financial year
    
Nil
  

As per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company follows calendar year for annual
filling with statutory authority.

14.2 Vigil Mechanism policy

In compliance with the provisions of Section 177 of the Companies Act,
2013 and Regulation 22 of the SEBI (Listing 
Obligations and Disclosure Requirements) Regulations, 2015, the Board
of Directors of the Company has established a Vigil Mechnism. had adopted the Whistle
Blower Policy. A mechanism has been established for employees to report concerns about
unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and
Ethics. It also provides for adequate safeguards against the victimization of employees
who avail of the mechanism and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. The functioning of whistle blower mechanism is
periodically reviewed by the Audit Committee. No complaints have been received during the
Financial Year ended March 31, 2025. No personnel have been denied access to the Audit
Committee during the Financial Year 2024-25.
The details of said vigil mechanism are given in Corporate Governance
Report, which forms part of this Annual Report. A copy of the Whistle Blower Policy is
available in the company's website i.e. www.heritagefoods.In.

14.3 Policy on Director's Appointment and Remuneration

As per the policy of the Company, the Board of Directors shall have an
optimal combination of Executive and Non-Executive Directors, with at least one Woman
Director. The composition of the Board complies with the Articles of Association, the
Companies Act, 2013, along with its applicable rules and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time to maintain the
diversity and independence of the Board.
As on March 31, 2025, the Board comprised of 6 Directors, including 1
Vice-Chairperson and Managing Director, 1 Executive Director, 1 Non-Executive Independent
Woman Director and 3 Non-Executive Independent Directors. 
The Board periodically evaluates the need for change in the composition
and size of the Board. Accordingly, with effect from 1st April 2025 another Whole Time
Director was inducted to the Board taking the total strength of the Board to 7 comprising
of 1 Vice-Chairperson and Managing Director, 2 Whole Time/Executive Director, 1
Non-Executive Independent Woman Director and 3 Non-Executive Independent Directors.
The policy of your Company on directors' appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters as provided under Section 178(3) of the
Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 was adopted by the Board. In line with the provision under Para C of
Schedule V of the Corporate Governance Report, the Directors submit annual declaration
about their skill sets/expertise/ competencies. It is affirmed that the remuneration paid
to the Director(s) is as per the terms laid out in the nomination and remuneration policy
of the Company.

14.4 Directors and Officers insurance (‘D and O insurance')

Your company has taken Directors and Officers insurance policy
(‘D&O insurance') for all its Directors and members of the Senior Management
as required under Regulation 25(10) of SEBI (LODR), Regulations, 2015.

14.5 Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company has
formulated and adopted a Dividend Distribution Policy with the objective of providing
clarity to its stakeholders on the profit distribution strategies of the Company. During
the year, the said Policy has been reviewed by the Board of Directors of the Company. The
policy is hosted on the website of the Company at https://www. heritagefoods.in/policy.

15.1 Details under Insolvency and Bankruptcy Code, 2016

No application is made, or any proceeding is pending against the
Company under Insolvency and Bankruptcy Code, 2016 during or as at the end of the year
under review.

15.2 Details of One Time Settlement and Valuation of Assets

The Company did not avail any One Time Settlement (OTS) from banks or
Financial Institutions and hence giving disclosures on valuation of assets/securities at
the time of borrowing and at the time of OTS is not applicable.

15.3 Financial Year

There has been no change in the financial year during the year under
report.

15.4 Significant Material Orders Passed by the Regulators

There were no significant Regulators/Courts that would impact the going
concern status of the Company and its future operations.
Company had made the necessary disclosure to the stock exchanges
pursuant to Regulation 30 and of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedules and SEBI Circular on Continuous Disclosure
Requirements with in the stipulated time as and when any order/notice from
statutory/regulatory or judicial authorities are received. There is no material impact on
financial, operations or other activities of the Company.
Your Company has complied with to the best of its knowledge and
beliefs, all the Acts, Rules, Regulations and Guidelines issued/prescribed by the
Securities Exchange Board of India, 
Reserve Bank of India, Ministry of Corporate Affairs and other
statutory authorities.

15.5 Energy commitment to values, while meeting stakeholders' Conservation,
Technology Absorption & Foreign Exchange Earnings & Outgo


The particulars as prescribed under Sub-section (3)(m) of Section 134
of the Companies Act 2013, read with the Companies (Accounts) Rules, 2014 are provided in
the Annexure-5 to the Board Report.

16.1 Corporate Social Responsibility (CSR)

Your Company has made Corporate Social Responsibility (CSR) an integral
part of its ethos and culture. Your company has constituted a Corporate Social
Responsibility Committee ("CSR Committee") in accordance with Section 135 of the
Companies Act, 2013. A Standard Operating Procedure covering the system of reporting and
monitoring for CSR activities has been put in place to ensure effective implementation of
planned CSR initiatives.
The CSR activities / projects as per the provisions of the Companies
Act, 2013 and rules made thereof, is undertaken directly by the Company or through a
registered trust or a registered society. During the Financial Year 2024-25 the CSR
Committee of the Board evaluated various options to implement the CSR
activities and decided to implement the CSR projects for the year through the following
implementing Agency:

  

    
Sl. No
    
Name of the implementing Agency
    
List of Activities
  
  

    
1.
    
NTR Memorial Trust, NTR Bhavan, Road No. 2,
    Banjara Hills, Hyderabad -500034, Telangana.
    
Promoting health care including Preventive
    health care of the needy groups
  


NTR Memorial Trust

NTR Memorial Trust is operating since 1997 towards promoting and
preventive of health care of the needy groups, meeting the educational needs of
underprivileged students, advancing the concept of entrepreneurship and self-employment
and offering support and relief during disasters and lot more other initiatives for the
upliftment of the backward and needy population in the society.
During the financial year 2024 25, the CSR obligation for the Company
was 26.99 million. However, the Company allocated a total of 48.77 million towards various
CSR projects. The amount set apart for ongoing projects/multiyear projects was 26.99
million while the amount set apart for project otherthan ongoing project/multiyear project
was 21.78 million. The company had spent 21.78 million for Disaster Management orders
passed by any and Relief activities which are otherthan ongoing/multiyear projects during
the year. The amount of 26.99 million earmarked for ongoing CSR project was not spent.
Hence, in compliance with the CSR Amendment Rules, the unspent amount of 26.99 million has
been transferred to the ‘Unspent
CSR Account' and will be utilized for the ongoing projects on or
before March 31, 2028.Accordingly, the excess amount of 21.78 million spent over and above
the mandated obligation shall be set off against the CSR requirements of the succeeding
financial years, in accordance with Rule 7(3) of the Companies (CSR Policy) Rules, 2014.

16.2 Corporate Governance

Corporate governance is an ethically driven business process that is
committed to values aimed at enhancing an organization's brand and reputation. This
is ensured by taking ethical business decisions and conducting business with a firm
expectations. It is imperative that your company's affairs are managed in a fair and
transparent manner. This is vital to gain and retain the trust of the stakeholders.
Corporate Governance, is a set of standards, rules, policies and procedures which aims at
improving the company's image, efficiency, effectiveness and social responsibilities.
In terms of Regulation 34 of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
"Listing Regulations") as amended from time to time, a Report on Corporate
Governance along with Compliance Certificate issued by Statutory Auditors of the Company
forms integral part of this Annual Report.

16.3 Management Discussion and Analysis

In terms of the provisions of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 as amended from time to time, the
Management's Discussion and Analysis is provided in a separate section and forms an
integral part of this Report.

16.4 Business Responsibility and Sustainability Report (BRSR)

Pursuant to regulation 34(2)(f) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on their market
capitalisation as on 31st March every year, are required to submit their Business
Responsibility and Sustainability Report (BRSR) as a part of their Annual Report. The
Annual Report shall contain a Business Responsibility and Sustainability Report (BRSR)
describing the initiatives taken by the Company from an environmental, social and
governance perspective. BRSR has been designed as a tool to help companies understand the
principles and core elements of responsible business practices and start implementing
which reflect their adoption in the manner the company undertakes its business. Based on
the market capitalization of BSE as on December 31, 2024 your Company was at sl no. 756
under top 1000 listed Companies. In compliance with the regulation, the BRSR is provided
in a separate section and forms an integral part of this Report.

16.5 Annual Return

The Annual Return as on March 31, 2025 as required under Section 92(3)
and Section 134(3)(a) of the Companies Act, 2013, will be hosted on the Company's
website (https:// www. heritagefoods.in/annualreturn)

17.0 Listing & Custodian Fees

The Company's equity shares are listed on the following
Stock Exchanges: (i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, 
Mumbai - 400 001, Maharashtra, India; and
(ii) National Stock Exchange of India Limited, Exchange 
Plaza, Floor 5, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra
(East), Mumbai 400051, Maharashtra,
India.
The Company has paid the Annual Listing Fees to the said Stock
Exchanges for the Financial Year 2024-25. 
The annual custodian fees have also been paid to the depositories
before the due date.

18.0 Unclaimed Rights Equity Shares Suspense Account

During the year 2022-23 the Company has issued and made allotment of
4,63,98,000 equity shares of face value of 5 each (Issue Shares) for cash at a price of 5
per Equity Share (Right Issue Price), aggregating up to 23,19,90,000/- to the Eligible
Equity Shareholders of the Company on rights basis (Rights Equity Shares) in the ratio of
1 (one) Rights Equity Share for every 1 (one) fully paid-up Equity Share ( 5/- face value)
held by the Eligible Equity Shareholders on the record date.
The Company has opened demat account in the name of HERITAGE FOODS
LIMITED for Rights Shares Unclaimed Suspense Account maintained with Stock Holding
Corporation 
Of India Limited, Reg. Office: 301, Centre Point, Dr. Babasaheb
Ambedkar Road, Parel, Mumbai 400012, Maharashtra, India vide DPID IN301330 and client ID
41280635.
Out of the total number of eligible shareholders, 334 shareholders who
applied in the rights issue did not get the credit of shares due to their incorrect
details provided in the rights issue application and all those shares were transferred to
Heritage Foods Limited - Rights Shares unclaimed suspense account.
As on March 31, 2025, there are Nil outstanding shares lying in the
suspense account. In accordance with the requirement of Clause F of Schedule V of SEBI
(Listing Obligation and 
Disclosure Requirements) Regulations, 2015, the Company reports the
following details as of March 31, 2025 in respect of equity shares lying in the suspense
account:

  

    
Particulars
    
No. of Share- holders
    
No. of equity shares
  
  

    
Aggregate number of
    shareholders and the outstanding shares in the sus- pense account lying at the beginning
    of the year i.e., April 01, 2024
    
42
    
3,857
  
  

    
Number of shareholders who ap-
    proached listed entity for transfer of shares from suspense account during the year
    
42
    
3,857
  
  

    
Number of shareholders to whom
    shares were transferred from sus- pense account during the year
    
42
    
3,857
  
  

    
Transferred to Investor
    Education and Protection fund Authority
    
Nil
    
Nil
  
  

    
Aggregate number of
    shareholders and the outstanding shares in the sus- pense account lying at the end of the
    year i.e. March 31, 2025
    
Nil
    
Nil
  


19.0 Directors' Responsibility Statement as required under Section
134 (3)(c) & (5) of the Companies Act, 2013.

The financial statements are prepared in accordance with the provision
of Section 129 read with Schedule III of the Companies Act, 2013 and the rules made
thereof, Ind-AS and Generally Accepted Accounting Principles (GAAP) under the historical
cost convention on accrual basis except the sale proceeds received under REC Mechanism of
the Renewable Energy. GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013 (‘the Act'), read with Rule 7 of the
Companies (Accounts) Rules, 2014, the provisions of the Act and guidelines issued by the
Securities and Exchange Board of India (SEBI). There are no material departures from
prescribed accounting standards in the adoption of these standards.
In terms of the Section 134 (3)(c) & (5) of the Companies Act, 2013
the Board of Directors of your Company states that:
In the preparation of the annual accounts (Standalone &
Consolidated) for the financial year 2024-25, the applicable accounting standards have
been followed along with proper explanation relating to material departures.
They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year 2024-25 and of the profit of the Company for that period.
They have taken Proper and 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 if any,
The annual accounts of the company have been on a going concern basis.
They have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and They have devised proper systems to ensure with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

20.0 Acknowledgement and Appreciation

We, the Board of Directors, feel compelled to express our sincere
acknowledgement and heartfelt appreciation to the farmers, customers, consumers,
investors, bankers, vendors/ employees and all other stakeholders who have played an
invaluable role in our collective success.
First and foremost, we extend our deepest gratitude to the farmers who
toil tirelessly to take-care of the milch animals and bring forth the bounties of nature.
Their unwavering commitment and dedication ensure a steady supply of high-quality milk
that form the foundation of our products. Without their hard work and expertise, we would
not be able to deliver exceptional goods to our customers.
To our esteemed customers and consumers, we extend our utmost
appreciation. Their loyalty and trust in our brand inspire us to continuously improve and
exceed your expectations. Their invaluable feedback and support have guided us in refining
our products and services, ultimately enhancing the overall consumer experience. We are
honoured to be a part of their lives and strive to consistently deliver excellence.
We would also like to express our gratitude to our investors for your
unwavering confidence in our vision and mission. Your financial backing and strategic
guidance have propelled our growth and enabled us to pursue innovation and expansion. 
Your belief in our potential has been instrumental in transforming our
ideas into reality and we remain committed to delivering sustainable returns on your
investment.
To our esteemed bankers, we extend our sincere appreciation for your
trust and collaboration. Their unwavering support incare for the providing
financialsolutions and expertise has been instrumental in our operational efficiency and
enabled us to navigate challenges and seize opportunities and we are grateful for the
synergy we have cultivated together.
Your Directors express their sincere thanks to the Statutory Auditors,
Internal Auditors, Secretarial Auditors and other consultants and technical service
provider firms and agencies for their services and co-operation and contribution for the
smooth operations of the Company.
We thank our vendors and suppliers and distributors for fulfilling
their commitments and for uninterrupted services and supplies to the Company.
Your Directors also wish to place on record their most sincere
appreciation of the commitment, support and sincere efforts put in by employees in Service
as well as growth of the Company during the year and look forward to their continued
cooperation in realization of the corporate goals in the years ahead. Last but not least,
we would like to extend our heartfelt thanks to all our other stakeholders. Their
collective efforts, dedication and belief in our organization have been the cornerstone of
our achievements. We cherish the relationships we have built and we are committed to
fostering open communication, transparency and collaboration as we move forward.
In conclusion, we wholeheartedly acknowledge and appreciate the
farmers, customers, consumers, vendors investors, bankers, employees and all other
stakeholders who have contributed to our journey thus far. Your unwavering support and
trust have been integral to our success and we look forward to continuing this partnership
as we strive for new heights together.

  

    

    
For and on behalf of
  
  

    

    
HERITAGE FOODS LIMITED
  
  

    

    
A V Girija Kumar
  
  

    
Place : Hyderabad
    
Chairperson
  
  

    
Date: May 16, 2025
    
(DIN: 02921377)