1.2 Performance of the Company Standalone

During the financial year 2025-26, your Company’s standalone revenue stood at ' 44,150.65 Million as against ' 40,804.81 Million in FY 2024-25, registering a growth of 8.20% over the previous year.

The standalone Profit before Finance Cost, Depreciation & Amortization and Tax for FY 2025-26 stood at ' 2,692.77 Million as against ' 3,390.16 Million in FY 2024-25, registering a decline of 20.57%.

The standalone Profit After Tax for FY 2025-26 stood at '

1,397.01 Million compared to ' 1,680.82 Million in the previous financial year, reflecting a decline of 16.89%.

Consolidated

During the year under review, your Company earned a consolidated revenue of ' 45,259.91 Million, as compared to ' 41,345.95 Million in the previous year, registering a growth of 9.47% over the previous year.

The consolidated Profit before Finance Cost, Depreciation & Amortization and Tax (before adjusting for the share of loss of an associate and joint venture) stood at ' 2,905.00 Million, as against ' 3,588.42 Million in the previous year.

The consolidated Profit After Tax for the financial year 2025-26 stood at ' 1,501.38 Million, as compared to ' 1,882.80 Million in the previous year, reflecting a decline of 20.26%.

1.4 Variations in Net worth:

The standalone net worth of the Company as at March 31, 2026, stood at ?10,638.02 Million, as compared to ' 9,471.20 Million as at March 31,2025.

The consolidated net worth of the Company as at March 31, 2026, stood at '11,081.14 Million, as compared to ' 9,719.60 Million as at March 31,2025.

2. Business Review

There has been no change in the nature of business of the Company during the period under review. The Company continues to report its results under two divisions, namely Dairy Division and Renewable Energy Division, with operations spread across 13 States in India.

2.1 Dairy Business Overview:

The dairy industry in India encompasses the production, processing, distribution and retailing of a comprehensive range of milk and milk-derived products, including liquid milk, curd,

This growth is underpinned by structural drivers such as a large and growing population, increasing urbanization, rising disposable incomes and a sustained shift towards protein-rich and nutritionally balanced diets. Additionally, the expansion of organized retail, improvements in cold chain infrastructure and the growth of digital and e-commerce distribution channels are enhancing accessibility and efficiency across the value chain.

The industry is also witnessing an accelerated transition from an unorganized to an organized structure, resulting in improved quality standards, better traceability and enhanced value realization. Furthermore, increasing demand for value-added and premium dairy products is expected to support margin expansion and diversification opportunities.

Attractiveness of the Dairy Industry

The Indian dairy industry presents a compelling long-term investment case, supported by its essential nature, resilient demand profile and strong structural growth drivers. The following key trends underpin the attractiveness of the sector:

• Favourable Demographics: India’s expanding working-age population is expected to drive sustained consumption growth, supported by rising earning capacity and changing lifestyles.

•    Rising Income Levels: Increasing per capita income and expansion of middle- and high-income households are expected to boost demand for premium, branded and nutritionally enriched dairy products.

•    Growth in Discretionary Spending: Strong economic growth is likely to drive higher discretionary spending, with increasing allocation towards high-value food categories, including dairy and packaged products.

•    Urbanization: Increasing urban population, expected to exceed 40% by 2030, is driving demand for packaged, convenient and branded dairy products.

•    Evolving Dietary Patterns: Rising health awareness has led to a shift towards protein-rich and nutritious food products, with growing demand for both traditional and value-added dairy offerings.

Industry Structure and Market Dynamics

India has consistently maintained its position as the world’s largest milk producer, with milk production reaching approximately 248 million tonnes in 2025, reflecting sustained growth over the past decade.

As per IMARC Group, the Indian dairy market stood at approximately INR 21,318.5 billion in 2025 and is projected to grow to ~INR 58,000 billion by 2034, reflecting strong long-term growth potential.

(Source: https://www.imarcgroup.com/dairy-industry-in-india) The industry composition is characterized by:

•    Liquid milk: ~65% share

•    Traditional value-added products (ghee, curd, paneer, etc.): Significant share

•    Emerging value-added products (cheese, flavoured milk, probiotics, etc.): Fastest-growing segment

While liquid milk continues to dominate due to its staple nature, value-added segments are witnessing faster growth, driven by changing consumption patterns and increasing demand for convenience and nutrition.

Shift Towards Value-Added Products

Changing consumer preferences and increasing urbanization are driving a significant shift towards value-added dairy products. Consumers are increasingly opting for ready-to-consume products such as curd, paneer, cheese and flavoured dairy products.

This trend is supported by improved packaging, longer shelf life and enhanced product quality. As a result, value-added dairy products are expected to outpace the growth of the liquid milk segment and contribute significantly to overall industry growth and profitability.

Industry Formalization and Structural Shifts

The Indian dairy industry has traditionally been fragmented and dominated by regional and unorganized players. However, the sector is undergoing rapid formalization, driven by rising consumer preference for hygienic, branded and quality-assured products.

The share of the organized sector is expected to increase steadily, supported by:

•    Growing urbanization

•    Rising consumer awareness

•    Expansion of organized retail    and    e-commerce

•    Increased investments in cold chain and supply chain infrastructure

This transition is expected to create significant opportunities for organized players to enhance market share and operational efficiencies.

Evolution of Private Sector and Competitive Landscape

While dairy cooperatives have historically    dominated the

sector, private players have witnessed significant growth postliberalization. Over the past two decades, private companies have made substantial investments in procurement networks, processing capacity and distribution infrastructure.

Private players are increasingly competing with cooperatives by:

•    Offering competitive pricing and timely payments to farmers

•    Investing in technology and supply chain efficiency

•    Introducing innovative and differentiated products Their agility, focus on innovation and ability to respond to changing consumer preferences are expected to support continued growth and competitive positioning.

Industry Consolidation

The Indian dairy industry remains highly fragmented, with numerous regional players. However, increasing competition, rising quality standards and the need for scale are driving consolidation across the sector.

Companies are increasingly pursuing inorganic growth strategies, including acquisitions and partnerships, to expand their geographic footprint and strengthen procurement and distribution networks.

As consumer awareness increases and demand shifts towards high-quality, branded products, organized and efficient players are expected to benefit disproportionately.

Outlook

The Indian dairy industry is expected to maintain strong growth momentum, supported by favourable demographics, increasing consumption and ongoing structural transformation.

With rising consumer preference for quality, nutrition and convenience, the shift towards organized and value-added segments is expected to accelerate. This evolving landscape presents significant opportunities for well-positioned companies to drive sustainable growth, enhance market share and create long-term value.

Your Company, with its focus on quality, operational efficiency and customer-centric approach, is well-positioned to capitalize on these emerging opportunities and strengthen its presence in the evolving dairy ecosystem.

The company's operations and evolution in recent years:

Over the years, your Company has emerged as a leading dairy player in India and has established one of the largest private milk procurement networks in South India. During FY 2025-26,

your Company achieved an average daily milk procurement of 1.7 million litres. Today, your Company has a robust network of over 300,000+ dairy farmers across 9 states and enjoys one of the widest regional footprints among publicly listed dairy companies in India. Your Company’s products are available across 13 states, reflecting its strong market presence and extensive distribution network.

The Company’s primary focus remains on the B2C dairy segment, operating under its flagship brand “Heritage.” Over time, the Company has significantly diversified its portfolio beyond milk into a wide range of value-added products (VAP), including curd, ice creams, paneer, Ghee, buttermilk, flavoured milk, cheese, yogurts, lassi, milkshakes and sweets, among others.

Your Company currently procures milk from over 300,000+ farmers across 9 states in India. During the financial year under review, the Company continued to strengthen its milk procurement network by expanding its village-level milk procurement infrastructure and deepening its engagement with dairy farmers. These initiatives have further enhanced the Company’s milk sourcing capabilities and reinforced a robust and sustainable procurement ecosystem.

Over the past three decades, the Company has consistently strengthened its relationship with its farmer partners, guided by three fundamental principles:

(i)    Prompt and timely payment: Your company remains committed to ensuring prompt payments to farmers for the milk procured, typically made two to three times a month, depending on the region. This provides farmers with a reliable and assured cash flow. Notably, for over 30 years, the Company has maintained an impeccable track record of making payments without missing a single cycle, irrespective of bank holidays or other operational challenges.

(ii)    Transparency and accurate measurement: Your Company follows a highly transparent system for measuring milk quality, particularly in terms of fat and SNF (Solids-Not-Fat) content. These measurements are accurately recorded and clearly communicated to farmers, enabling them to know their exact earnings daily. This transparency fosters trust and reinforces long-term partnerships with farmers.

(iii)    Fair pricing: Your Company adopts a fair and competitive pricing mechanism based on the quality of milk supplied, specifically the fat and SNF content. The pricing structure is designed to be equitable and competitive with alternative options available to farmers, thereby enabling the Company to attract and retain a strong farmer base across all regions of operation.

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

•    Facilitating Group personal accident coverage for farmers and insurance for the cattle.

Your Company has established a strong farmer network of over 300,000+ dairy farmers across nine major milk-producing states, namely Andhra Pradesh, Telangana, Karnataka, Tamil Nadu, Maharashtra, Rajasthan, Punjab, Uttar Pradesh and Odisha.

During the year under review, the Company further strengthened its procurement infrastructure by adding several chilling plants. As a result, the Company now operates 190 chilling centres/ bulk milk coolers and procured an average of 1.7 million litres

of milk per day in FY 2025-26, as a result, the total milk chilling capacity increased to 2.6 million litres per day. The Company also operates 18 processing plants with an installed milk processing capacity of 2.95 million litres per day, enabling efficient handling and value addition across its operations. During the year, the contribution of revenue from liquid milk declined to below 3.33 %, while the share of Value-Added Products (VAP) increased to 3.30%, reflecting the Company’s strategic focus on higher-margin segments. The contribution from consumer pack fat products such as ghee and butter stood at 6.45%. Among VAP categories, curd continues to be the largest contributor, accounting for approximately 69% of VAP revenues.

Throughout the year, the Company launched over a dozen new products across multiple categories and expanded its customer base. The Company also strengthened its presence in emerging channels such as quick commerce/e-commerce by onboarding several new partners, while deepening its reach in general trade through 439 “Heritage Happiness Points”, which serve as franchisee-operated stores-cum-neighbourhood distribution centres.

2.2 Renewable Energy Division:

Your Company is deeply conscious of its responsibility towards environmental protection and sustainability. As a forwardlooking organization, it remains committed to progressively enhancing its green footprint through responsible and ecoefficient business practices.

Over the years, the Company has undertaken several initiatives focused on energy conservation, with a strong and sustained emphasis on renewable energy adoption. As part of this commitment, the Company has established a total renewable energy capacity of 14.37 MW, comprising 8.07 MW of solar power and 6.30 MW of wind power, primarily for captive consumption. These initiatives not only reduce the Company’s carbon footprint but also improve operational efficiency and long-term cost sustainability.

The Company continues to invest in advanced technologies, process optimization and energy-efficient solutions to further strengthen its sustainability agenda and drive continuous improvement in resource utilization.

During the year under review, the Renewable Energy Division recorded a turnover of ' 99.64 Million, reflecting the Company’s steady progress in integrating sustainability with business operations.

3. Awards & Recognitions:

During the financial year 2025-26, your Company has been honoured with several awards and recognitions from reputed organisations, institutions and forums. These accolades reaffirm our commitment to excellence, innovation, strong workplace culture and sustainable business practices.

They reflect our continued efforts to set industry benchmarks, foster an inclusive and high-performing environment and ensure responsible stewardship of resources. Your Company takes pride in these achievements and remains committed to creating long-term value and positive impact across all areas of its operations.

A brief overview of the awards and recognitions are as follows:

a. ‘Golden Peacock Award for Excellence in Corporate Governance' for the year 2025

Your Company was conferred the prestigious Golden Peacock Award for Excellence in Corporate Governance - 2025 by the Institute of Directors (IOD), India, at the IOD Annual London Global Convention on Corporate Governance & Sustainability. This marks the third occasion on which the Company has received this distinguished recognition, underscoring its unwavering commitment to the highest standards of corporate governance, ethical business conduct, transparency, accountability and stakeholder value creation.

The award reflects the Company’s strong governance framework and its continued focus on adopting best-inclass governance practices that foster sustainable and responsible business growth.

b.    IOD Distinguished Fellowship Award 2025

Smt. N. Bhuvaneswari, Vice-Chairperson & Managing Director, was conferred with the IOD Distinguished Fellowship Award 2025 for her contribution to leadership excellence and strengthening governance and sustainability practices.

c.    “Great Place to Work” Certification

Your Company has been certified as a “Great Place to Work” by the Great Place to Work® Institute, recognising its strong commitment to employee wellbeing, inclusivity and a positive workplace culture.

d.    AmbitionBox Employee Choice Award 2025 (ABECA 2025)

Your Company has been recognised as a “Top Rated FMCG Company” under the AmbitionBox Employee Choice Award 2025, based on employee feedback, reflecting a strong people-centric culture and an overall rating of 4.03/5.

e.    Outstanding Dairy Professional Award 2025 :

Mrs. N. Bhuvaneswari, Vice Chairperson & Managing Director, was honoured with the Outstanding Dairy Professional Award 2025 (Andhra Pradesh) by the Indian Dairy Association, recognising her leadership in the dairy sector.

f.    Most Powerful Women in Business Awards 2025:

Mrs. N Brahmani, Executive Director, was recognised at the Business Today - Most Powerful Women in Business Awards 2025 for her leadership excellence and contribution to the business.

g.    Excellence in Digital and AI Leadership:

Recognising CIOs and COs for driving successful technology adoption and transformative digital strategies, from strengthening IT infrastructure to enabling Ailed innovation and enterprise transformation through effective use of technology.

h.    Food Safety Excellence:

Your Company was honoured with the Certificate of Appreciation for Commendable Effort in Food Safety(2025) from the Confederation of Indian Industry (CII).

This recognition reflects our continued focus on maintaining the highest standards of food safety, product quality and operational excellence across our operations. The achievement is a testament to the dedication, passion and collective efforts of every member of the Company.

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 AA-/Stable

ii.    Short term Rating: CRISIL A1 +

d)    Date on which the credit rating was obtained: March 31,2026 (valid up to March 31,2027)

e)    Revision in the credit rating: During the period under review, there has been no revision in the Company’s short-term credit rating. However, CRISIL Ratings Limited has upgraded the Company’s long-term credit rating from CRISIL A+/Positive to CRISIL AA-/Stable, reflecting the improved financial position and credit profile of the Company.

f)    Reasons provided by the rating agency for a downward revision: Not Applicable

5.    Quality Assurance:

During the year under review, your Company remained firmly focused on delivering superior value to consumers and customers by further strengthening its quality assurance

practices across the entire value chain—from raw milk procurement to the final product. Targeted field-level interventions have resulted in significant improvements in raw milk quality, while enhanced process controls have ensured consistency in finished products. Continuous emphasis has also been placed on maintaining stringent quality standards across the supply chain. The Company has also expanded its global reach and is currently exporting its products to Singapore, Maldives, Dubai, Qatar, Bahrain, Vietnam, Oman and Kuwait.

The Quality function continues to play a pivotal role in fostering a strong culture of quality across the organization. With a focus on operational efficiency, product consistency and customer satisfaction, the Company has adopted advanced testing methodologies, upgraded laboratory infrastructure and promoted a work culture driven by speed, accuracy and transparency. In addition, initiatives are underway to digitalize key quality processes, aimed at improving traceability, enhancing process performance and further strengthening consumer trust.

The Company continues to maintain a comprehensive suite 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. The Company also remains fully compliant with applicable national regulatory standards such as FSSAI, AgMark, BIS and EIA.

As the Company continues its growth trajectory, it remains committed to evolving into a world-class organization, recognized for excellence in quality, nutrition and customer satisfaction.

. Brand Building Activities:

During the year under review, the Company continued to strengthen its brand equity through a focused and strategic approach encompassing consumer engagement, product innovation and market expansion. These initiatives were closely aligned with the Company’s objective of increasing the share of value-added products while deepening consumer connect across key markets, in line with evolving consumer preferences and trends. The Company remains committed to its mission of bringing health, nutrition and happiness to every home.

During FY 2025-26, the Company undertook a series of targeted initiatives to reinforce its brand presence, enhance consumer engagement and expand its market reach. Key highlights of these initiatives are outlined below:

i.    Targeted Marketing & Retail Expansion:

Focused Campaigns: Your Company implemented high-impact, targeted marketing campaigns for its core milk and value-added product portfolio, including large-scale television campaigns supported by extensive digital amplification, generating significant consumer reach and engagement. As part of its mass media strategy, the Company also sponsored leading regional television properties such as Bigg Boss Telugu and Bigg Boss Kannada, leveraging in-show brand integrations through the “Purity Ka Boss” tasks centered around “Milk” and “Curd.” These initiatives enabled disproportionate consumer reach and helped build stronger quality of awareness and brand recall. Collectively, these efforts contributed to improved brand awareness and higher product trials across key markets.

Wider Distribution: Retail presence was further strengthened through expansion of the distribution network, including addition of new distributors and significant increase in retail outlets, thereby enhancing product availability and deepening market penetration across existing and new geographies.

ii.    Product Launches & Promotions

Your Company continued to strengthen its product portfolio in line with evolving consumer preferences through the introduction and scaling of innovative offerings, including:

vii. Marketing Investments & Brand Focus:

Your Company continued to enhance its marketing investments during the year, with a clear focus on strengthening brand positioning, improving consumer engagement and accelerating growth in value-added categories.

The Company will continue to focus on insight-driven, integrated marketing initiatives, product innovation and distribution expansion to further strengthen consumer connect and enhance brand preference

7.    Transfer to General Reserves

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31,2026.

8.    Dividend

Your Directors are pleased to recommend a dividend of 50%, i.e., ' 2.50 per equity share of face value ' 5 each, for the financial year ended March 31,2026. The said recommendation was approved at the Board Meeting held on May 11, 2026, resulting in a total dividend outflow of ' 231.99 Million. The payment of dividend is subject to the approval of the Members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, July 16, 2026 to Thursday, July 23, 2026 (both days inclusive) for the purpose of determining the entitlement of Members to the said dividend.

Transfer of Un-Claimed Dividends and Shares Pursuant to the provisions of 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 amounting to ' 13,27,930/- (Rupees Thirteen Lakhs Twenty-Seven Thousand Nine Hundred and Thirty only) pertaining to the financial year 2017-18 was transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2025-26.

In compliance with the provisions of Section 124 of the Companies Act, 2013, the Company has also transferred 2,13,802 (Two Lakh Thirteen Thousand Eight Hundred and Two) equity shares, belonging to 145 Members, to the demat account of the IEPF Authority on October 16, 2024, through corporate action. These shares pertained to Members who had not claimed dividends for a continuous period of seven years. Further, pursuant to Section 124(5) of the Companies Act, 2013 [corresponding to Section 205C(2) of the Companies Act, 1956] read with the applicable IEPF Rules, the unclaimed/unpaid dividend and the corresponding shares relating to the financial year 2018-19 are due to be transferred to the IEPF during the financial year 2026-27, in accordance with the prescribed timelines.

Guidelines to file your claim:

•    For claiming the shares and dividend from the IEPF Authority, shareholders can make an online web-based application through the MCA portal. Shareholders need to register themselves on the MCA portal by creating Login ID credentials. After successful login into the MCA portal, shareholders have to click on “MCA Services” tab and choose “IEPF-5” option under “Investor Services” and follow the due process for filing the form.

•    Printout of the duly filled Form IEPF-5 with the claimant’s and joint holders’ (if any) signatures along with the acknowledgment issued after uploading the form together with an indemnity bond in original, cancelled cheque leaf of active bank account (details of which are mentioned by the claimant at the time of uploading the web-based form) and other documents as mentioned in Form IEPF-5 will have to be submitted to the Nodal Officer (IEPF) of the Company in an envelope marked “Claim for refund from IEPF Authority”. Certain information about the company which will have to be submitted are as under

a)    Corporate Identification Number (CIN) of the Company: L15209TG1992PLC014332

b)    A ddress of registered office of the Company: H.No. 8-2-293/82/A/1286, Plot No. 1286, Road No. 1 & 65, Jubilee Hills, Hyderabad- 500033, Telangana, India,

c)    Email ID of the Company: hfl@heritagefoods.in

Members whose shares and/or dividends have been transferred to the IEPF Authority may claim the same by submitting an online application in the prescribed e-Form IEPF-5, available on the official website www.iepf.gov.in. along with the requisite documents and by following the procedure specified therein. Mr. Umakanta Barik has been appointed as the Nodal Officer of the Company in accordance with the provisions of the IEPF Rules, to co-ordinate with the IEPF Authority and facilitate the process for Members.

9.    Share Capital

The Authorised Share Capital of the Company as at March 31, 2026 stood at ' 50,00,00,000 (Rupees Fifty Crores only), comprising 9,60,00,000 equity shares of ' 5 each and 20,00,000 preference shares of ' 10 each. The issued, subscribed and fully paid-up equity share capital as at March 31, 2026 stood at ' 46,39,80,000 (Rupees Forty-Six Crores Thirty-Nine Lakhs Eighty Thousand only), comprising 9,27,96,000 equity shares of ' 5 each. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting, or otherwise. The Company has neither granted any stock options nor issued any sweat equity shares to its employees or Directors. As at March 31,2026, none of the Directors of the Company holds any instruments convertible into equity shares of the Company.

10.    Buy Back of shares

The Company has not undertaken any buy-back of its equity shares during the financial year ended March 31,2026.

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

There are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year, i.e., March 31,2026 and the date of this report.

12.    Deposits

During the financial year 2025-26, your Company has neither accepted any deposits including deemed deposit from the public nor has any outstanding deposits 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. Accordingly, there were no deposits outstanding or overdue as on March 31,2026.

13.    Internal Financial Controls (IFC) and its adequacy

Your Company has established adequate Internal Financial Controls in accordance with the provisions of Section 134(5)(e) of the Companies Act, 2013. These controls are commensurate

with the size, scale and nature of the Company’s operations and are designed to provide reasonable assurance regarding the accuracy and completeness of accounting records, as well as the timely preparation of reliable financial statements.

The Board has, inter alia, reviewed the adequacy and effectiveness of the Company’s internal financial controls with reference to the financial statements.

The Company has also implemented appropriate policies and procedures to ensure the orderly and efficient conduct of its business, including adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of financial information.

The Board has appointed M/s. Kapasi Bangad & Co., Chartered Accountants, Hyderabad, as consultants to review and test the internal financial control framework in line with the requirements of the Companies Act, 2013 and applicable Indian Accounting Standards (Ind AS) and to report their findings to the Board. Based on the review and testing carried out during the year under review, no material weaknesses in the design or operating effectiveness of the internal financial controls were observed.

14. Subsidiary / Associate Companies

Your Company as on March 31, 2026 is having following subsidiary/associate Companies:

HERITAGE NUTRIVET LIMITED

(CIN: U15400TG2008PLC062054)

A wholly owned subsidiary of Heritage Foods Limited, is a leading producer and distributor of livestock feed and feed supplements. The Company is focused on enhancing animal nutrition through a diverse portfolio of products, including cattle feed, feed supplements, veterinary medicines and fish feed. It is committed to supporting approximately 0.30 million farmers across various states, offering more than 30 products aimed at improving livestock health, productivity and overall farm outcomes.

Heritage Nutrivet continues to invest in research and development to drive innovation and sustainability in animal nutrition, catering to both livestock and aquaculture segments. Guided by its philosophy of “Healthy Milch Animal - Happy Farmer,” the Company strives to deliver cost-effective, high-quality solutions that address on-ground challenges faced by farmers. Its products are innovatively developed to meet the diverse nutritional requirements of animals.

Cattle Feed Products: The Company’s range includes Dairy Power, Dairy Milk Rich, Dairy Supreme, Gomitra, Gomitra Plus and Milk Magic, which are formulated to enhance milk yield, improve reproductive health and support overall well-being of cattle.

Feed Supplements and Veterinary Medicines: The Company offers products such as Herita Vit, Herita Min, Herita Cal, Herita Liv and Heritafen-Plus, designed to improve reproductive performance, strengthen immunity, aid digestion and provide effective parasite control.

Fish Feed Products: The aquaculture portfolio includes Nutrizyme - 20/3, Nutrizyme - 24/4, Nutrizyme - 28/4, Fish Feed Mash, Sinking Fish Feed Pellets and Harita Floating Fish Feed. In addition, supplements such as Herita Vit, Herita Cal, Herita-Liv, Herita Vit-C and Herita Pro-B are offered to promote fish health, growth and efficient feed conversion.

HERITAGE NOVANDIE FOODS LIMITED

(formerly known as Heritage Novandie Foods Private Limited)

(CIN: U74999TG2017PLC120860)

A subsidiary of Heritage Foods Limited, Hyderabad, India, the Company was originally incorporated as a joint venture with Novandie, France. During the year under review, Heritage Foods Limited acquired an additional 44.40% stake from Novandie, pursuant to which its shareholding increased to 94.40% in the paid-up share capital of the Company, with Novandie retaining 5.60%. Consequently, the Company became a subsidiary of Heritage Foods Limited in accordance with the provisions of Section 2(87) of the Companies Act, 2013, with effect from June 16, 2025. At present, the Company is engaged in the manufacturing of flavoured milk and yoghurt products under the brand name “Livo” for the holding company.

PEANUTBUTTER AND JELLY LIMITED

(formerly known as Peanutbutter and Jelly Private Limited) (CIN: U15400MH2022PLC377342)

A subsidiary of Heritage Foods Limited, during the year under review, your Company acquired a 51% stake in Peanutbutter and Jelly Limited (PBJL), pursuant to which PBJL became a subsidiary with effect from January 05, 2026, in accordance with the provisions of the Companies Act, 2013. PBJL is engaged in curating and retailing healthy desserts, including protein ice creams, keto desserts, vegan ice pops and low-calorie kulfis, under the brand name “Get-A-Way (GAW)”. The brand operates through e-commerce, quick-commerce platforms and retail stores across India, focusing on delivering innovative, high-quality and great-tasting dessert experiences aligned with evolving consumer preferences.

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.

14.1 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:

(i)    Heritage Novandie Foods Limited ceased to be a joint venture and became a subsidiary of the Company with effect from June 16, 2025; and

(ii)    Peanutbutter and Jelly Limited became a subsidiary of the Company with effect from January 05, 2026.

Further, no other company became or ceased to be a subsidiary, joint venture, or associate of the Company during the year.

15. Particulars of Loans, Guarantees and Investments:

Loans:

During the financial year 2025-26, your Company provided inter-corporate deposits to its subsidiaries, Heritage Novandie Foods Limited and Peanutbutter and Jelly Limited, amounting to ' 50.00 Million and ' 14.50 Million respectively. Apart from the aforesaid inter-corporate deposits, the Company did not grant any other loans covered under the provisions of Section 186 of the Companies Act, 2013.

Guarantees:

Your Company has provided a corporate guarantee As at March 31, 2026, the Company had provided a corporate guarantee aggregating to ' 22.00 Million in favour of ICICI Bank Limited in respect of credit facilities availed by its subsidiary, Heritage Novandie Foods Limited, towards its long-term loan and working capital requirements. The outstanding amount under the said facilities as on March 31,2026 was Nil. Investments:

During the year under review, your Company made the following investments:

(i) An investment of ' 85 Million in the equity shares of Heritage Novandie Foods Limited, resulting in the

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.

The salient features of financial statements of Subsidiary and Associate 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 the Subsidiary/Associate companies is as follows.

17.    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.

18.    Auditors & Auditor’s Report

18.1    Statutory Auditors:

Pursuant to the provisions of 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 Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as the Statutory Auditors of the Company for a term of five consecutive years, i.e., from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting to be held in the year 2027.

The Audit Reports dated May 11, 2026 (Standalone UDIN: 26206931AMVEKB9227) and (Consolidated UDIN: 26206931VOFGDV6558)issued by Walker Chandiok & Co. LLP on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2026 form part of this Annual Report.

The said Audit Reports do not contain any qualification, reservation, or adverse remark.

18.2    Secretarial Auditors and Secretarial Standards

•    Pursuant to provisions of Section 204 of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Mr. A Ravi Shankar (Membership No.: FCS-5335, CP No.: 4318), Partner of Ravi & Subramanyam, Practicing Company Secretaries, Hyderabad, was appointed as the Secretarial Auditor of the Company for a term of 5 years from end of 33^rd AGM of the company held on July 31,2025 till 38^th AGM of the Company to be held in the year 2029.

•    The Secretarial Audit Report for the financial year 202526 issued by Mr. A. Ravi Shankar (Membership No.: FCS-5335, CP No.: 4318), Partner of Ravi & Subramanyam, Practicing Company Secretaries, Hyderabad dated April 30, 2026 (UDIN:F005335H000243265) is annexed as Annexure-3 and forms part of this Annual Report. The said Report does not contain any qualification, reservation, or adverse remark.

•    Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained the Secretarial Compliance Certificate from Mr. A. Ravi Shankar (Membership No.: FCS-5335, CP No.: 4318), Partner of Ravi & Subramanyam, Practicing Company Secretaries, Hyderabad dated April 30, 2026 (UDIN:F005335H000243309), which is annexed as Annexure-3(i) and forms part of the Annual Report. The aforesaid certificates have been duly submitted to the Stock Exchanges where the Company’s shares are listed.

Further, in terms of Regulation 34(3) read with Schedule V, Part C, Clause 10(i) of the SEBI Listing Regulations, a Certificate of Non-disqualification of Directors has also been obtained from him dated April 30, 2026 (UDIN:F005335H000242981) and is annexed as Annexure-3(ii) and forms part of the Annual Report.

•    Secretarial Audit Reports of the subsidiary Companies, namely Heritage Nutrivet Limited (CIN:U15400TG2008PLC062054), Heritage Novandie Foods Limited (CIN:U74999TG2017PLC120860) and Peanutbutter and Jelly Limited (CIN:U15400MH2022PLC377342), issued by Ms.

Khusboo Laxmi Bhagat (CP No.: 14703, Membership No.: ACS-9376), Partner of KLB & Associates, Practicing Company Secretaries, Hyderabad. These reports are annexed as Annexure-3(iii)(a), 3(iii)(b) and 3(iii)(c), respectively and form part of the Annual Report.

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year ended March 31,2026.

18.3    Reconciliation of Share Capital Audit

Pursuant to Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, a quarterly audit of the Company’s share capital is carried out by a Practicing Company Secretary. The purpose of this audit is to reconcile the total share capital held in dematerialized form with National Securities Depository Limited and Central Depository Services Limited and in physical form, with the issued and listed capital of the Company. The certificate issued by the Practicing Company Secretary in this regard is duly submitted to the Stock Exchanges and placed before the Board of Directors.

18.4    Internal Audit & Control Systems

Internal audit and control systems plays 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, detecting fraud and irregularities and ensuring compliance with legal and regulatory requirements. By conducting regular audits, internal auditors help organization identify potential weaknesses if any in 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. These control systems aim 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 in 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 constituted an Audit Committee comprising three Non-Executive Independent Directors. All members of the Committee are financially literate and the Committee is chaired by a Non-Executive Independent Director who is a Fellow Member of the Institute of Chartered Accountants of India. The Audit Committee is periodically apprised of internal audit findings and the corrective actions taken thereon. It also reviews the adequacy and effectiveness of the internal control systems and recommends measures for their strengthening, wherever necessary. The Company has in place a robust Management Information System, which forms an integral part of its overall control framework.

Your Company has a well-established internal audit framework. It has appointed external firms of Chartered Accountants across India as Internal Auditors to conduct internal audits and review internal controls, systems and procedures in accordance with the defined audit scope. The Board of Directors, based on the recommendation of the Audit Committee, appoints/re-appoints the Internal Auditors annually in compliance with Section 138 of the Companies Act, 2013 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.

The frequency of internal audits is determined based on the size and nature of the units, with audits conducted at monthly or half-yearly intervals. The operations of the Registered Office are subject to internal audit on a monthly basis.

The Internal Audit Reports of the Company are reviewed by the Audit Committee on a monthly basis. In addition, an executive summary of the observations made by the Internal Auditors is submitted and presented to the Audit Committee on a quarterly basis. The Audit Committee, along with the Statutory Auditors and the management, meets all Internal Auditors at least once a year to review the adequacy and effectiveness of internal controls. The details of Internal Auditors appointed by the Board, based on the recommendation of the Audit Committee, for the financial year 2026-27 are provided in the Corporate Information section of the Annual Report.

18.5. Cost Auditor / Records

As the Company is engaged in activities relating to Skimmed Milk Powder and renewable energy for captive consumption, it is required to maintain cost records. Accordingly, the Company has maintained the prescribed cost records in compliance with Section 148(1) of the Companies Act, 2013. However, the provisions relating to cost audit and appointment of a Cost Auditor are not applicable to the Company.

19.    Declaration as per Section 134(3)(ca) of the Companies Act, 2013

During the year under review, the auditors have not reported any instances of fraud committed by or against the Company by its Directors, Officers, or Employees under Section 143(12) of the Companies Act, 2013 read with the rules made thereunder. Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

20.    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 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.

21.    Board Diversity

The Company believes that “The best boards are always blended with individuals with different skills, knowledge, information, power and time to contribute.” The composition of the Board is in compliance with the prescribed requirements for listed companies and the Board Diversity Policy of the Company, which is available on the Company’s website at www.heritagefoods. in>Investor>policy.

During the FY 2025-26, the Board comprised seven eminent professionals with diverse expertise across various fields, including four Non-Executive Independent Directors (one of whom is a woman director), the Vice Chairperson & Managing Director, an Executive Director and a Whole Time Director.

However, Mr. Rajesh Thakur Ahuja, Non-Executive Independent Director, ceased to hold office upon completion of his second and final term with effect from March 22, 2026.

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 the Board is recommended by the Nomination and Remuneration Committee of the Board based on the following guiding principles:

•    The company aims for a balanced Board Composition, 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 physical 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 marketing, 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.

•    The Board collectively brings experience across industries, education, policy and investment for better governance.

•    Overall, the company ensures an inclusive and competent Board to drive its strategic objectives effectively.

21.1    Meetings of the Board

During the financial year 2025-26, the Board of Directors met six (6) times, on May 16, 2025; July 17, 2025; October 15, 2025; October 27, 2025; January 28, 2026; and March 17, 2026. The intervening gap between any two consecutive meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21.2    Declaration from Directors

Your Company has received the necessary declarations from all Directors confirming that they are not debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, the Reserve Bank of India, the Ministry of Corporate Affairs, or any other statutory authority.

Your Company has also received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has taken note of and confirmed the veracity of such declarations.

Further, all Independent Directors of the Company have successfully passed the Online Proficiency Self-Assessment Test conducted by the Indian Institute of Corporate Affairs. All Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

21.3    Confirmation and Opinion of the Board on Independent Directors.

All the Independent Directors of the Company have submitted the requisite declarations and disclosures under Section 149(7) of the Companies Act, 2013 (“the Act”) and Regulation 25(8)

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

The Independent Directors have also affirmed that they are not aware of any circumstances or situations which exist or may reasonably be anticipated that could impair or impact their ability to discharge their duties with objective and independent judgment, free from any external influence.

The Board, after taking these declarations and disclosures on record, is of the opinion that the Independent Directors are persons of integrity and possess the requisite expertise and experience. The Board further confirms that the Independent Directors are independent of the Management.

21.4 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 processes and effectiveness.

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.

•    Effectiveness of 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 identifying and 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 fulfilling the director’s obligations and fiduciary responsibilities.

21.13 CEO & CFO Certification

The Chief Executive Officer and Chief Financial Officer of the Company have submitted the annual compliance certificate on financial reporting and internal controls to the Board in accordance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also submitted quarterly compliance certificates on financial results to the Board in terms of Regulation 33(2) (a) of the SEBI Listing Regulations. The annual compliance certificates form part of this Annual Report.

22.    Compliance Management

The Company has implemented a comprehensive compliance management tool as part of its SAP system. This tool enables periodic updating of statutory compliances along with the attachment of supporting evidence, thereby ensuring robust documentation and monitoring of compliance status. The system also generates automated alerts and reminders to the personnel concerned for timely adherence to applicable laws and regulations, based on prescribed due dates. Further, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Company Secretary of the Company submit a compliance certificate to the Board at its meetings held for approval of quarterly financial results, confirming compliance with all applicable laws, rules and regulations.

23.    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 2025-26 the Company has duly complied with the said code.

In addition to the Code of Conduct, the Company has in place a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) and a Policy and Procedures for Inquiry in case of leak of UPSI, in compliance with the SEBI (Prohibition of Insider Trading) Regulations, as approved by the Board of Directors. During the year, the Company regularly circulated informational emails to designated employees covering, inter alia, do’s and don’ts while dealing in the Company’s securities and the window open/closure periods, to familiarise and reinforce compliance with the Share Dealing Code and SEBI PIT Regulations.

All the Directors and Senior Management Personnels and insiders have affirmed compliance with the said code. The code is also available on the website of the Company at https:// www.heritagefoods.in/policy .

Your Company maintains Structured Digital Database (SDD), the database of unpublished price sensitive information (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.

24.    Investor Relationship:

Investor Relations (IR) serves as a strategic bridge between the Company and the investment community by ensuring transparent, timely and consistent communication with shareholders, analysts and other stakeholders. Through effective dissemination of financial performance, business developments and long-term strategic priorities, the IR function supports informed investor participation, strengthens market confidence and enhances long-term shareholder value. The Investor Relations activities of the Company are managed by Go India Advisors.

The IR function is responsible for communicating quarterly and annual financial results, regulatory disclosures, corporate developments and other material updates. It also facilitates investor meetings, analyst interactions, earnings calls and participation in investor forums, enabling meaningful engagement with institutional and retail investors as well as buy-side and sell-side participants. In addition, the IR team continuously monitors market developments, investor

sentiment and industry trends to provide strategic feedback to

the management on investor expectations, valuation drivers,

emerging opportunities and potential risks.

I.    Investor Engagement and Market Outreach

During the year, the Company continued to strengthen its engagement with the investment community through structured and consistent interactions with institutional investors, analysts and market participants. Focused outreach initiatives across buy-side and sell-side stakeholders enhanced awareness of the Company’s business model, operational performance and long-term growth strategy, thereby improving market visibility and investor participation.

The Company also participated in investor forums and facilitated regular management interactions to effectively communicate operational developments, strategic priorities and industry trends. These engagements contributed towards strengthening investor confidence and improving market understanding of the Company’s long-term value creation approach.

II.    Investor Communication and Transparency

The Company remains committed to maintaining high standards of transparency and corporate communication through timely dissemination of financial results, material disclosures, notices and shareholder updates via stock exchange filings, email communication and the Company’s website. Quarterly investor presentations, earnings call transcripts and other relevant updates are also made available to shareholders to ensure broader accessibility of information and enhanced transparency. Recordings and transcripts of investor conference calls are archived on the Company’s website to ensure longterm accessibility and ease of reference for stakeholders. During the year, the Company further strengthened the Investor Relations section of its website to improve accessibility, presentation and organisation of investor-related information, enabling stakeholders to access financial and statutory information through a more structured and user-friendly interface.

The Company remains committed to maintaining high standards of regulatory compliance and disclosure practices in accordance with applicable SEBI regulations and listing requirements.

III.    Investor Calls, Media Interactions and Press Releases

Regular investor conference calls were conducted during the year to facilitate direct interaction between the management, shareholders and analysts. These discussions provided insights into the Company’s financial and operational performance, strategic priorities and industry outlook, while also enabling effective resolution of investor queries.

The management also continued to engage with the media and investment community through interviews and press releases to communicate important business developments, operational achievements and strategic initiatives. These interactions supported improved market understanding and reinforced the Company’s commitment to transparent communication.

IV.    Investor Grievance Redressal and Shareholder Services

Investor queries and grievances received through email, telephone or physical correspondence were addressed promptly and efficiently. Matters relating to transfer or transmission of shares, non-receipt of annual reports or dividends, issuance of duplicate share certificates and other shareholder-related requests were resolved in compliance with applicable regulatory requirements.

The Company also facilitated requests relating to change in beneficial ownership through a streamlined process to ensure timely and transparent execution. Details of complaints and service requests received and resolved during FY 2025-26 form part of the Corporate Governance Report.

V.    Promotion of Dematerialisation

Shareholders continued to be encouraged to convert physical shareholdings into dematerialised form to enhance security, improve transfer efficiency and eliminate risks associated with physical certificates. The dematerialisation mechanism also enables faster settlements and efficient electronic record maintenance.

VI.    Peer Benchmarking and Industry Intelligence

The Investor Relations function also undertakes continuous peer benchmarking and industry intelligence activities to assess the Company’s positioning relative to industry participants and listed peers. This includes monitoring sector developments, valuation trends, operating benchmarks, investor preferences and evolving market expectations. Insights derived from such analysis support the management in strengthening strategic communication, improving market positioning and aligning investor messaging with broader industry developments.

VII.    Feedback Mechanism and Investor Insights

Feedback received through investor interactions, analyst discussions and market engagements is periodically evaluated to understand stakeholder expectations, emerging concerns and key focus areas. Such insights assist the management in refining communication strategies, strengthening investor engagement and improving alignment between market expectations and the Company’s long-term strategic priorities.

VIII.    ESG and Governance Communication

The Company also engages with stakeholders on matters relating to sustainability, governance and responsible business practices. Investor communication during the year included discussions around governance standards, sustainability initiatives and long-term value creation priorities, reflecting the Company’s commitment towards responsible and sustainable growth.

IX.    Strengthening Market Positioning

The Company’s continued focus on consistent communication, investor engagement and transparent disclosures has contributed towards strengthening its positioning within the capital markets ecosystem. Through disciplined outreach initiatives and proactive stakeholder engagement, the Company has been able to enhance investor confidence, improve market perception and build stronger alignment between the investment community and the Company’s long-term strategic objectives.

25. Human Resources and Industrial Relations

Your Company’s people strategy remains central to driving sustainable growth, strengthening execution excellence and building long-term organizational resilience. Your Company is committed to fostering a high-performance culture anchored in capability, accountability and shared values.

During FY 2025-26, your Company continued to enhance the employee experience across the entire employee lifecycle, encompassing talent acquisition, capability development, performance management, employee engagement and retention. These initiatives remain closely aligned with business priorities and the Company’s long-term growth strategy.

Capability building continues to be a key pillar of the Company’s people strategy. During the year, your Company conducted 306 in-house training programs, covering 3,785 training days and 30,281 training hours, with participation from 9,218 employees. This reflects the Company’s commitment to continuous learning and equipping employees with the skills required to meet evolving business and industry requirements. Training interventions were structured across three key pillars— Technical, Behavioral and Organizational Effectiveness. Technical programs focused on strengthening capabilities across manufacturing, quality, safety, supply chain, sales and digital enablement. Behavioral programs emphasized leadership development, personal effectiveness and fostering a culture of ethics, safety and accountability. Organization-wide

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.

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 SAP and network, the Company uses several standalone 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 UPSI, in compliance to SEBI (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 realtime 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.

31. 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 policies in line with Companies Act, 2013 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 at www.heritagefoods.in. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

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.

33. Compliance with Maternity Benefit Act, 1961

During the FY2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.

34.    Vigil Mechanism/Whistle Blower 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 Mechanism and adopted a Whistle Blower Policy.

The mechanism enables employees to report concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct and Ethics. It also provides adequate safeguards against victimisation of employees who avail of this mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

The functioning of the Whistle Blower Mechanism is periodically reviewed by the Audit Committee. During the financial year ended March 31,2026, no complaints were received under the said mechanism and no personnel were denied access to the Audit Committee.

The details of the Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report. A copy of the Whistle Blower Policy is also available on the Company’s website at www.heritagefoods.in.

35.    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 is in compliance with the Articles of Association, the Companies Act, 2013 and the rules made thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, ensuring diversity and independence of the Board.

As on March 31,2026, the Board comprised of six (6) Directors, including one Vice-Chairperson and Managing Director, two Whole-Time/Executive Directors, one Non-Executive Independent Woman Director and two Non-Executive Independent Directors.

The Company has adopted a Nomination and Remuneration Policy in accordance with Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, which inter alia lays down the criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

In line with Schedule V, Part C of the Corporate Governance Report, the Directors have submitted annual declarations regarding their skills, expertise and competencies. It is further affirmed that the remuneration paid to the Directors is in accordance with the approved Nomination and Remuneration Policy of the Company.

36.    Directors and Officers insurance (‘D and O insurance’)

Your Company has obtained a Directors and Officers (D&O) Insurance Policy for all its Directors and members of the Senior Management, in compliance with Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with adequate risk coverage/ assurance value.

37.    Dividend Distribution Policy

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing a clear and transparent framework to its stakeholders regarding the principles governing the distribution of profits by the Company. The Policy inter alia outlines the factors to be considered by the Board while declaring dividend, ensuring a balanced approach between rewarding shareholders and retaining earnings for future growth and business requirements. During the year under review, the said Policy was reviewed by the Board of Directors to ensure its continued relevance and alignment with the Company’s financial performance and strategic objectives. The Dividend Distribution Policy is available on the Company’s website at https://www.heritagefoods.in/ policy.

38.    Details under Insolvency and Bankruptcy Code, 2016

No application has been made, nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review or as at the end of the year.

39.    Details of One Time Settlement and Valuation of Assets

The Company has not availed any One Time Settlement (OTS) from banks or financial institutions during the financial year under review. Accordingly, the disclosures relating to valuation of assets or securities at the time of borrowing and at the time of OTS are not applicable to the Company.

40.    Financial Year

The Company follows the financial year from 1^st April to 31^st March

Further There has been no change in the financial year during the reporting period.

41.    Significant Material Orders Passed by the Regulators

There were no significant material orders passed by any 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 within 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.

42.    Energy 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.

43.    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 2025-26 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:

During the financial year 2025-26, the Company’s CSR obligation under Section 135 of the Companies Act, 2013 was ' 34.36 million. After adjusting the excess CSR expenditure of ' 21.78 million incurred during FY 2024-25, the net CSR obligation for the year stood at ?12.58 million.

The Company has allocated the entire CSR obligation of ?12.58 million towards ongoing CSR projects, comprising ?2.58 million towards healthcare initiatives, including preventive healthcare programmes and ?10.00 million towards rural development projects. During the year, an amount of ?2.58 million was spent towards promoting healthcare initiatives.

The balance amount of ?10.00 million pertaining to an ongoing rural development project remained unspent as at the end of the financial year. In compliance with the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the said unspent amount has been transferred to the “Unspent CSR Account” and shall be utilised towards the ongoing project within the prescribed timeline, i.e., on or before March 31,2029.

There is no excess CSR amount available for set-off against future CSR obligations for the financial year 2025-26.

A report on CSR initiatives is provided in the Annexure-4 to the board report.

44.    Corporate Governance

Corporate Governance is an ethically driven business framework that is anchored in values aimed at enhancing an organisation’s brand, reputation and long-term sustainability. It is ensured through ethical business conduct, sound decision-making and a firm commitment to core values while balancing the interests and expectations of all stakeholders. The fair, transparent and accountable management of the Company’s affairs is essential to earn and sustain stakeholder trust. Corporate Governance, therefore, encompasses a set of standards, principles, policies and procedures designed to improve the Company’s efficiency, effectiveness and commitment to social responsibility.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, a detailed Report on Corporate Governance, along with the Compliance Certificate issued by the Statutory Auditors of the Company, forms an integral part of this Annual Report.

45.    Management Discussion and Analysis

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Management Discussion and Analysis has been presented in a separate section and forms an integral part of this Annual Report.

46.    Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities, based on their market capitalization as

on 31^st March every year, are required to include a Business Responsibility and Sustainability Report (“BRSR”) as part of their Annual Report. The BRSR describes the initiatives undertaken by the Company from an Environmental, Social and Governance (ESG) perspective. It has been designed as a framework to help companies understand the principles and core elements of responsible business conduct and to facilitate their integration into business operations.

Based on the market capitalization on the BSE as on December 31,2025, your Company was ranked at Sl. No. 829 among the top 1000 listed companies. Accordingly, in compliance with the said Regulation, the BRSR is provided in a separate section and forms part of this Annual Report.

The Independent assurance of BRSR disclosures is not applicable to the Company under the prevailing regulatory requirements, however, your Company has voluntarily obtained an independent assurance report on its BRSR disclosures from M/s. Grant Thornton Bharat LLP. The assurance report is forms part of this Annual Report.

47.    Annual Return

The Annual Return as on March 31, 2026, as required under Section 92(3) and Section 134(3)(a) of the Companies Act,

2013,    will be made available on the Company’s website at www.heritagefoods.in.

48.    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 2025-26. The annual custodian fees have also been paid to the depositories before the due date.

49.    Unclaimed Rights Equity Shares Suspense Account

As on March 31, 2026, the Company did not have any Rights Equity Shares Suspense Account. Accordingly, there were no unclaimed or outstanding shares required to be reported under the Suspense Account.

50.    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 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 2025-26, 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 2025-26 and of the profit of the Company for that period.

•    They have taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities if any,

•    The annual accounts of the company have been prepared 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 compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

51. Acknowledgement and Appreciation

The Board of Directors wishes to place on record its sincere appreciation and heartfelt gratitude to the farmers, consumers, investors, bankers, vendors, suppliers, distributors, employees and all other stakeholders whose continued support and contribution have been instrumental in the Company’s success. First and foremost, we extend our deepest gratitude to the farmers who diligently care for their milch animals and ensure a consistent supply of high-quality milk, the foundation of our products. Their dedication, hard work and commitment are integral to our operations and enable us to deliver quality products to consumers every day.

We thank our valued consumers for their trust and confidence in our brand. Their continued patronage and valuable feedback inspire us to innovate, improve and deliver products that meet the highest standards of quality and excellence.

We are grateful to our investors for their confidence in the Company’s vision and long-term growth strategy. Their continued support has enabled us to pursue innovation, strengthen our market presence and create sustainable value. We also acknowledge the valuable partnership of our bankers, whose financial support and guidance have contributed significantly to the Company’s operational efficiency and growth.

The Board places on record its sincere appreciation to the Statutory Auditors, Internal Auditors, Secretarial Auditors, consultants, technical service providers and various agencies for their professional guidance, valuable services and continued cooperation in ensuring the smooth functioning of the Company.

We also thank our vendors, suppliers and distributors for their commitment, reliability and unwavering support. Their partnership has played a vital role in maintaining operational continuity and delivering value across our supply chain.

The Board expresses its profound appreciation to all employees for their dedication, commitment and tireless efforts during the year. Their professionalism, teamwork and passion have been instrumental in the Company’s performance and growth. We look forward to their continued support in achieving the Company’s strategic objectives in the years ahead.

Finally, we extend our sincere thanks to all stakeholders whose trust, cooperation and belief in the Company have contributed to our achievements. We value these enduring relationships and remain committed to fostering transparency, collaboration and mutual growth.

In conclusion, the Board of Directors wholeheartedly acknowledges the invaluable contributions of all stakeholders who have been part of the Company’s journey. Their unwavering support and partnership have been fundamental to our success and we look forward to strengthening these relationships as we continue our pursuit of sustainable growth, innovation and excellence.