Heritgfood 30082020182743 Ar 2019 20

Ref: SECT: STOC: 74-20
August 29, 2020
To
The Secretary The Manager
BSE Limited Listing Department
Phiroze.Jeejeebhoy Towers, National Stock Exchange of India Limited
Dalal Street, Exchange Plaza, 5th Floor,
Mumbai- 400 001 Bandra Kurla Complex,
Bandra (East), Mumbai-400 051
Scrip Code: 519552 Scrip Code: HERITGFOOD
Sub: Submission of the approved Annual Report for the financial year ended March
31,2020
Ref: Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations,2015 ("Listing Regulations")
Dear Sir/ Madam,
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, please find enclosed the 28th Annual Report of the Company for the
financial year ended March 31, 2020 as approved and adopted at the 28th Annual General
Meeting of the Company held on Friday, August 28, 2020 without any changes.
This is for your information and records
Yours Faithfully
For Heritage Foods Limited
�
Umakanta Barik
Company Secretary & Compliance Officer
M. No.: FCS-6317
HERITAGE FOODS LIMITED

CIN: L15209TG1992PLC014332
AN ISO: 22000 CERTIFIED COMPANY FSMS 002
Regd. Off: # 6-3-541/C, Panjagutta, Hyderabad - 500 082. Telangana, INDIA. Tel.: +91-40-23391221. 23391222, Fax: 23326789, 23318090
Email: [email protected], Website : www.heritagefoods.in
Nourishing
by Nature
28th Annual Report 2019-20
www.kalajyothi.com
Heritage Foods Limited

CIN: L15209TG1992PLC014332
#6-3-541/C, Panjagutta, Hyderabad - 500 082, Telangana
Tel: 040-23391221/2 | Fax: 040-23318090
E-mail: [email protected] | Website: www.heritagefoods.in
Title_Heritage AR 2019-20_Kala3T.indd 1 30-07-2020 14:37:14

Contents Key Numbers defining
Company Overview FY2020
Understanding Heritage Foods Limited 02
Our Journey from B2B to B2C 04
Our Expanding Presence
Message from the Chairperson
05
06
13.77 Lakh 11.47 Lakh
liters per day liters per day
Message from Vice-Chairperson & Managing Director 08
Milk procured Milk sold
In Conversation with the Executive Director 10
Board of Directors 12
Financial Review 14
Our 10-Year Financial Highlights 15
We nourish…
By Supplying Quality and Nurturing Products 16
26.70 Lakh 3 Lakh
liters per day Farmers touched
We nourish…
By Creating Goodness for all Generations 18 Processing capacity
We nourish…
By Improving Socio-Economic Livelihood 20
Farmer Spotlight 22
We nourish…
Through Convenient and Innovative Channels 24 15 Lakh 1.5 Lakh
We nourish…
By Creating an Effective Supply Chain 26 Households served General trade
Our Strategic Roadmap 28 retailers
It’s Far More Than a Game 30
Helping Farmers Improve Cattle Productivity 32
Being People Positive 34
Corporate Information 36 12,610 942
Procurement Exclusive franchise
Statutory Reports representatives parlours
Notice to Shareholders 37
Director’s Report 48
Management Discussion and Analysis 102
Corporate Governance 115
Financial Statements
Standalone Financials 142
Consolidated Financials 196 To get this report online and for any
other information, log on to
www.heritagefoods.in

Nourishing
by Nature
Our purpose is to ‘Nourish by Nature’. Further substance is added
We win with nutrition, through a healthy supply to our purpose ‘nourish by
of fresh and pure milk that is rich in both taste nature’ by placing greater
and the essential elements of nourishment. emphasis on sustainable
We value the real nourishment of milk for farming practices, thereby
our consumers. By retaining its freshness, reducing carbon footprint
purity, nutrition and by procuring it directly and safeguarding the
from milk farmers, we create goodness for all planet’s well-being. We
generations. contribute to the larger
Nourishment is also passed on through tastier
Sustainable Development
and healthier food choices, high-quality and Goals and create long-
sustainably produced foods, in line with term value for all our
evolving tastes. stakeholders.
The milk supplied by us is healthy, with a
high nutritive value. We also organise cattle
healthcare and ensure the well-being of
farmed animals. When the cattle are in perfect
health, the consumers benefit even more.
28th Annual Report 2019-20 I 1
Haritage_AR_Inner Colour Pages_kala2T.indd 1 30-07-2020 16:51:35

Understanding
We are one of the… Our objective is to… Our capabilities include…
Leading and fastest-growing private Distinguish Heritage Foods as a leading State-of-the-art milk processing
sector Indian dairy companies, serving dairy company that caters to changing facilities; R&D infrastructure with
15 lakh households. consumer tastes and trends. technologically-advanced equipment
and testing laboratories; stringent
With a key focus on product We are guided by a… quality control; and dedicated and
innovation… 28-year legacy and domain expertise in experienced team.
We have developed a strong portfolio of the dairy business through:
milk and value-added products including We procured 13.77 lakh liters of
• procurement of milk from 3 lakh
curd, ice cream, frozen dessert, paneer, milk per day from milk farmers.
dairy farmers
butter milk, flavoured milk, lassi, A2 milk Our 16 modern milk processing units
and milk powders under the Heritage • distribution of processed milk and have a processing capacity of 26.70 lakh
brand. milk products to households in liters per day, and packaging capacity of
11 states 17 lakh liters per day.
Our vision is…
• our strong portfolio of products
Delighting every home with fresh and
and brands
healthy products and empowering the
farmers.
We have established…
A reputation for fusing the vision of
dairy cooperatives with corporate Product contribution to portfolio
efficiency.
Fat - 5.48% Others -

2.09%
Value-added
products - 26.96%
Milk -
65.47%
2 I Heritage Foods Limited

Company Overview Statutory Reports Financial Statements
From Grass to Glass – The Milk Value Chain
Milk Procurement Heritage Control Centre Materials Management

Digitally-automated procurement This digitally-enabled operation There is a digitally-enabled approval
systems are in place to inform creates SMS alerts on milk stock, process from Purchase Requisition
the Procurement & Inputs team tanker monitoring, procurement to Purchase Order release. Processes
about quality and quantity, tanker representative feedback, weekly status are also in place for physical invoice
acknowledgments, and vendor reports and other related activities. submission tracking and communication
payments. Automated mail alerts of capex material status.
are created on procurement-related
operational matters.
Operations Sales & Distribution Consumers

The entire logistics chain is IT-enabled sales automation sends Pure and high-quality milk and milk
technologically-enabled to facilitate periodic analysis of sales and inventory products are supplied to more than
online monitoring. Digitally- to channel partners through SMS alerts. 15 lakh consumers through innovative
enabled operations handle dispatch channels such as general trade retailers,
(through GPS), product shelf life and franchise partners, exclusive parlours,
merchandising. distribution centres and e-commerce
platforms.

Our Journey
From B2B to B2C
We started our journey of building a strong company in 1992. Today, after almost three
decades, we are one of the leading private sector dairy companies in India, delivering
high-quality products to the consumers using new-age marketing initiatives and platforms,
and making them available through innovative and convenient channels.
2019-20
Won India Food Safety Summit Award
Won India Dairy Award
2018
Launched Alpenvie Ice-cream range
Won India Food Safety Summit Award by Confederation
2017 of Indian Industry
Revamped the Heritage brand in our Silver Jubilee Year
Launched Polypropylene (PP) flavoured milk
Established Heritage Nutrivet Limited, a subsidiary
for cattle-feed 2016
Received Golden Peacock Award for Excellence in Commissioned the first wind power plant
Corporate Governance Received the Golden Peacock Award in Corporate
Governance
Received Board approval regarding demerger of retail
undertaking
2014
Entered into India’s prestigious list of
ET Top 500 Companies
2013
Set up first solar energy plant
Awarded 1:1 bonus equity shares to shareholders
VP & MD, Mrs. N. Bhuvaneswari named among the 50 Most
2007-08
Powerful Business Women in India by Fortune India
Launched value-added products like curd, lassi,
buttermilk, paneer, flavoured milk and frozen dessert
First exclusive franchisee parlour launched
Started Agri division
2006
Started Retail division – Heritage Fresh Stores
2002
Buyback of shares
1994
Initial Public Offering which was over-subscribed 54 times
1993
Commenced commercial production on April 26, 1993
1992
Incorporation of the Company on June 5, 1992

We deepened our penetration across our existing

markets. We are also developing a robust sales and
distribution network by opening up new avenues
and exploring new geographies.
Andhra Pradesh
Telangana
Karnataka
Tamil Nadu
Kerala
Maharashtra
Odisha
NCR Delhi
Haryana
Uttarakhand
Sales Rajasthan
Procurement Uttar Pradesh
Map not to scale.

For illustrative purposes only.
Winning Awards Awarded the ‘Best Customer Service Provider of the

India Food Safety Summit Awards 2019 Year’ for the transformation brought about in the way
consumers are served by the Company.
Won the 2nd Award for ‘Technology Innovator of the Year’

for technology advancements in seamless integration of
milk procurement from farmers and delivering fresh and
nutritious milk to consumers.

Message from the
Chairperson
Dear Shareholders,
We are pleased to present to you our
28th Annual Report at the conclusion
of another busy year. I am happy to
state that throughout our history,
despite changing market dynamics,
we have remained true to our
philosophy and vision of delighting
every home with fresh and healthy
products and empowering the farming
community through our ‘relationship
farming’ model.
With this, we have evolved into one

of the leading players in the Indian
dairy industry. Today, we are a premier
provider of pure and fresh milk and
value-added products.
Now let me give you a brief on the

global and domestic dairy industry
and impending growth drivers, before
reflecting upon what the future holds in
store for us.
Global dairy segment

The changing lifestyle of consumers is
driving the demand for new, innovative,
healthy, and on-the-go dairy options.
Convenience, time, and goodness
are some key factors that brands are
focusing on in the dairy industry – from
traditional dairy products to value-
added products and drinkable options.
More and more health-conscious
consumers are gravitating towards dairy
alternatives at a rapid rate because
We have remained true to our philosophy and these are healthier and bring variety to
vision of delighting every home with fresh and their diet.
healthy products and empowering the farming
community through our ‘relationship farming’
model.

Indian dairy industry – a growing individuals and businesses worldwide, Dairy exports are also seen as a huge
market completely changing the way we live untapped opportunity for India, which
India has transformed itself from a and work. currently has only 0.01% share of the
country of acute milk shortage to the global dairy export market.
world’s leading milk producer. In 2019, Being a processor and manufacturer of
India produced 188 million tons of milk, essential commodities – milk and milk Initiatives are being taken to improve
which was 22% of the year’s global products, we did not let the nationwide the productivity of dairy co-operatives
milk production of 843 million tons. It lockdown, imposed to control the along with investments by private
is the past few decades that have seen spread of the virus, get in the way of domestic players to boost the
the tide turning for India. In 1970, India delivering nutrition for our consumers. performance of the dairy sector.
produced 20 million tons of milk, which Our manufacturing units operated
amounted to only 5% of the global normally to meet the public demand. Conclusion
milk production. Since then, India has We ensured that our supplies continued Given the attractive sector dynamics
increased its production, becoming one unhindered, by delivering products to and being a key contributor to India’s
of the world’s largest milk producers. the consumers’ doorstep. We are proud dairy industry, we at Heritage Foods
With a projected milk production of of our on-ground staff who constantly believe that we are at an exciting phase
254.5 million tons by 2021-22, India is put themselves in the line of risk to of our growth journey. To realise our
expected to become the world’s largest ensure that our consumers are not full potential, we continue to evolve our
milk producer. India’s milk production inconvenienced. business model and all our functions
has grown by 6.4% annually in the 4 across the value chain. Moving ahead,
years preceding 2018, well above the We respected all the directives from with a sizeable amount of investment in
1.7% growth rate of the global dairy the local administration, government, production and distribution capacities,
industry. industry bodies and regulators. As a we are confident about increasing our
(https://www.thebullvine.com/news/5-facts- responsible corporate citizen, we joined market share.
about-indias-dairy-industry/ ) hands with the Government in these
tough times. We contributed an amount On behalf of the Board, I would like
Growing demand for value-added of ` 1 crore to the Government to help to sincerely thank our shareholders,
products it battle the COVID crisis across the customers, consumers, employees,
While the demand for liquid milk drives country. investors, and our business partners
the Indian dairy industry, the value- for their persistent support and
added products hold more potential Future outlook
unshakeable confidence in us. We look
and promise growth of 15% to 20%. Rising disposable incomes, growing
forward to your continued trust as we
Growth is driven by value-added consumer preference for branded and
build a stronger company.
products such as UHT milk, cheese, ice- value-added milk and milk products,
creams, flavoured milk, curd and butter and increased awareness of nutrition Regards,
milk, among others. This segment is is driving the demand for dairy
seen expanding to 30% of the dairy products in India. India’s per capita milk D. Seetharamaiah
industry by 2020. consumption is increasing at 3% CAGR,
Chairperson
compared to 1% CAGR globally, and will
COVID-19 response further increase, led by growth in the
Over the past few months, the growing value-added segment.
outbreak of COVID-19 has impacted

Message from
Vice-Chairperson & Managing Director
Dear Shareholders,
Recalling our journey since our inception
in 1992, every single year has been
fulfilling. With a vision to empower dairy
farmers, we have remained committed
to strengthening the milk value chain.
Today, with India set to become the

world’s largest milk producing country,
we are proud to have emerged as one
of the leading private sector Indian
dairy companies, serving milk and milk
products to 15 lakh households across
11 states. Our endeavour is to expand
the business, grow our brand, deepen
our reach and seize future market
opportunities at the national level.
Key highlights
The global dairy industry has been
facing frequent fluctuations in dairy
prices in the past decade. It is estimated
that milk powder prices may remain flat
at USD 2,165.2 per MT for Skim Milk
Powder, and USD 2,910.3 per MT for
Whole Milk Powder until 2028. The cost
of dairy inputs in India is rising, leading
to increased cost of production, thus
constraining the margins.
Today, with India set to become the world’s largest

milk producing country, we are proud to have
emerged as one of the leading private sector
Indian dairy companies, serving milk and milk
products to 15 lakh households across 11 states.

With stagnation in world dairy prices, under review. We sold 11.47 lakh liters of have helped the farmers to grow their
the Indian dairy industry’s emphasis is liquid milk per day in FY2020, compared household income and improve their
on achieving greater cost efficiencies. to 11.11 lakh liters per day in FY2019. living standards.
The industry is also focusing on Our Net Turnover stood at ` 2,68,111
improving the quality of the products to lakh, compared to ` 24,823.5 lakh in Vote of thanks
get a premium price in the world market the previous year, while Net Worth On behalf of the Board, I thank all
and reduce reliance on Government was ` 4,62,330 lakh, as compared to our stakeholders for their continued
subsidies. ` 8,04,960 lakh earlier. EBITDA was support and encouragement, and
` 1,40,370 lakh, down 27.05% YoY, while unflinching faith in our strength and
Despite lower per capita income, India’s
Profit Before Tax was ` 72,440 lakh capabilities. We have embarked on
demand for milk at 48.8 million metric
against ` 1,28,690 lakh in the preceding our journey to emerge as India’s top
tons dwarfs the demand in other
year. Revenue of Heritage Nutrivet dairy company, and are proud to be
parts of the world. The dairy market in
Limited, our wholly-owned subsidiary, associated with you as we continue
India stood at ` 10,527 billion in 2019,
stood at ` 10,385 lakh, compared to our voyage of responsible growth and
going by the ‘Dairy Industry in India
` 7,376 lakh earlier. value creation. I am confident that with
2020 Edition’ by IMARC Group. Moving
our concerted efforts we will scale new
forward, the dairy market is expected to
Strengthening market linkages heights.
reach a value of ` 25,491 billion by 2025,
Dairy is an economic engine and a big
exhibiting a CAGR of 16% over 2020-25.
source of livelihood for farmers in India. Best Regards,
India’s milk consumption is expected
An estimate suggests that about 800
to increase at a much faster pace than N. Bhuvaneswari
lakh rural households are engaged in
any other country in the world owing to Vice-Chairperson & Managing Director
milk production. At Heritage, we have
drivers such as growth in population and
won the trust of 3 lakh farmers, as we
income and urbanization.
strengthen market linkages with them.
Role played by livestock in India
Livestock plays an important role in the We strive to nurture entrepreneurship
Indian economy, with about 20.5 million and promote empowerment. As part
people depending upon livestock for of this effort, we organise cattle
livelihood. It contributes 16% to the healthcare activities and supply cattle
income of small farm households, and feed at subsidised rates through
provides livelihood to two-thirds of the Heritage Nutrivet Limited, our
rural community. Animal husbandry has subsidiary engaged in animal nutrition.
remained the backbone of livelihood for This helps farmers in enhancing milk
more than half of the small and marginal production, improve milk quality and
farmers despite adversities such as yield, and boost cattle immunity. We
famine, flood or economic recession. also share best practices and educate
them on various aspects of dairy
Our performance highlights farming, cattle breeding, nutrition,
We are pleased to share with you our besides providing cattle insurance and
performance highlights for the year financial assistance. Our sincere efforts

In Conversation with the
Executive Director
maintaining stringent quality across the
entire value chain – from grass to glass
– we supply pure and fresh products
to our consumers. With this, we enable
our consumers to make tastier and
healthier choices in line with evolving
preferences. We keep expanding our
line-up of high-quality products to meet
the changing needs of our consumers.
COVID-19 – economic impact

Amidst the impact of a slowing
economy, the rapid spread of COVID-19
and the resultant lockdown affected
businesses. The magnitude and speed
of collapse in economic activity have
been unprecedented. There have been
production shutdowns, supply chains
have fallen victim to the pandemic
and discretionary consumption has
been hit. Even as we write this, there
is tremendous uncertainty about what
the future holds for businesses and
enterprises.
We Nourish
We have a special connection with our
consumers, as we make taste, health
and quality the key ingredients of our
bond with them. As the Indian dairy
industry looks to serve more healthy
choices and the focus shifts to nutrition
in milk and value-added products, which
remain unserved by the unorganised
Dear Shareholders, that meet these requirements and sector, we aim to leverage the growing
As a Company, our constant endeavour making these products easily accessible. industry opportunities.
is to deepen our expertise, expand our Our continuous innovation model,
We are also focusing our strategies
product portfolio and create better which deploys the latest technology in
on the untapped semi-urban and rural
value for all our stakeholders. I am glad our R&D methodologies, is enabling us
segments, which offer significant
to share with you our achievements to delight our consumers with products
opportunities for growth. With
during FY2020 and the progress that resonate with their expectations.
renewed vigour, we continue to move
towards our strategic objectives. ahead towards our target to become a
Today, the Indian consumer is becoming
As a consumer-centric organisation, more health-conscious and demanding nationally recognised brand for healthy
we place emphasis on understanding healthier products. By way of good and fresh products.
consumer needs, developing products manufacturing practices and by

During FY2020, the Company recorded an operational profit of ` 72.44 crore, which was 43.71% lower than
` 128.69 crore in the previous fiscal year. Also, as you are aware, we own 3.5% shareholding in FRL, which
was acquired at ` 165 per share. As on March 31, 2020, the share price stood at ` 78.3 per share due to its
subsequent fall in stock markets, and amounted to a realised or notional loss of ` 206.95 crore in our books
of accounts. So despite having recorded an operational profit during the year, we have posted a net loss
owing to the FRL investment, which is notional in nature.
Growing market access Strengthening capabilities the organisation and improving our
Today, we have an extensive presence We are steadily expanding our milk intellectual capacity to fuel innovation
and are consistently expanding our processing capacity and augmenting our and growth. We are scaling up with top-
distribution, enlarging our portfolio and R&D infrastructure with technologically notch professional experience across
making continuous investments in our advanced equipment and testing departments and building up a highly
brand. Besides penetrating deeper into laboratories. We are also focusing on motivated workforce aligned with our
the existing territories, we are working maintaining stringent quality control, growth agenda.
towards increasing our footprint in besides enhancing product innovation.
high milk producing and consuming With this, we fulfil the needs of our Contributing to the environment
states. So while we are procuring milk consumers by supplying them with We are proud to share with you
in Haryana and Rajasthan, we are selling high-quality products at affordable that every Heritage product that
products in Uttarakhand, Haryana, prices through 1.5 lakh general retailers, we manufacture contributes to
Rajasthan, Uttar Pradesh and Delhi NCR. 942 exclusive Heritage Parlours, 46 the reduction of carbon footprint.
We are also taking initiatives to expand distribution centres and 26 modern Also, every Heritage product that is
our presence to states beyond southern retail chains and a few e-commerce consumed makes the consumer a part
and western parts of India. platforms. of our sustainable development plan.
With a total captive power supply of
Expanding value-added share Technology-enabled “Grass to 10.39 MW from solar and wind energy
During the year, we expanded our value- Glass” supply chain driving our production plants, we are
added product basket by launching At Heritage, we realise that our efforts committed to delivering nutrition, while
two new types of health drinks – Ragi towards transformation into a retail- safeguarding the planet’s well-being.
Lassi and Sabja Lassi. With an enhanced led private dairy company need to be
focus on B2C, we now have a range of matched by our internal operations. Moving forward
12 variants of value-added products. Our objective is to achieve operational Our consumer relationships, product
The new plant for manufacturing of efficiencies by eliminating wastage innovation, consistent delivery of
yoghurt, in a joint venture with French of time and resources and aiming at high-quality products and services are
company Novandie, will be ready during cost optimisation. We are leveraging unlocking new opportunities. With an
FY2021. technology to improve efficiencies, extensive product range, and capacities
reduce costs and comply with corporate based on the latest technological
Besides strengthening the basket, we social responsibilities. breakthroughs, we believe we are on the
are also focusing on smaller packs of Our digital platform is also enabling us path towards a brighter future.
packaged dairy products to deepen our to understand consumer behaviour, and Last, but not the least, our pool of talent
penetration and increase volumes. With also optimise procurement, logistics, is our wealth that helps us propel our
changing consumer lifestyles, increasing processing and merchandising activities. growth. We highly appreciate and respect
number of working women and rising This is helping us track real-time the value of our human resources.
disposable incomes, there is a large- business performance and facilitating
scale increase in demand for value- quick decision-making, supported by Thank you for being on this journey
added products. data analytics. with us.
Further, to realise our strategic Regards,

objectives, we continue to expand,
N. Brahmani
nurture and retain our talent. We are
Executive Director
driving a culture of learning across

Board of Directors
Mr. D. Seetharamaiah Mr. N Sri Vishnu Raju Mr. Rajesh Thakur Ahuja Mrs. Aparna Surabhi
Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent
Chairperson Director Director Director
DIN: 00005016 DIN: 00025063 DIN: 00371406 DIN: 01641633
Mr. Devineni is a commerce Mr. Raju holds a Bachelor’s Mr. Ahuja is a graduate in Mrs. Surabhi holds a
graduate from Andhra degree in Chemical Production Engineering Bachelor’s degree in both
University and a Fellow Engineering from Osmania from Pune University commerce and law from
Member of the Institute University. He is the Founder Engineering College. He has Bombay University and is
of Chartered Accountants Chairman and Chief Executive completed Owner President a Fellow Member of the
of India. He is a senior Officer of EXCIGA Group. Management Programme Institute of Chartered
partner at Brahmayya & A director in several public at Harvard University, Accountants of India. She has
Co., a leading Chartered and private companies, USA. He started Silver Line been a practising chartered
Accountant firm. He has he has served in several Wire Products in 1993 as accountant since 1991. She
held various coveted posts, positions including the a manufacturer of plastic- has more than 29 years
which include Membership Founder and President of coated wire products for of experience in handling
of the Southern Regional Entrepreneurs Organization, household applications. He is various kinds of audit and has
Board of the Reserve Bank Hyderabad, President of CII’s also on the board of several been a consultant for many
of India, Federation of (Confederation of Indian other companies. start-up businesses.
Andhra Pradesh Chamber of Industry) Young Indians,
He is an expert in the areas She has gained expertise
Commerce and Industry, etc. Hyderabad Chapter and a
of Strategy Planning and in the areas of Finance;
He is also on the board of Member on the State Council
Mergers & Acquisitions; Leadership; Information
several other companies. of CII.
Leadership; Sales & Technology; Strategy
He has acquired expertise in He has gained expertise in the Marketing; and Finance. Planning and Mergers &
the areas of Governance & areas of Strategy Planning Acquisitions; Governance
Compliance; and Finance. and Mergers & Acquisitions; & Compliance; and
Policy Development; Finance; International Business.
and also in Governance
and Compliance.
In the Board Committees of: In the Board Committees of: In the Board Committees of: In the Board Committees of:
C C C C C C C
AC MC CSR AC NRC SRC AC RMC AC
NRC RMC RMC MC CSR

AC (C) - Till August 29, 2019 AC (C) - w.e.f. August 30, 2019

Dr. V. Nagaraja Naidu Mrs. Nara Bhuvaneswari Mrs. Brahmani Nara

Non-Executive Director Vice-Chairperson & Executive Director
DIN: 00003730 Managing Director DIN: 02338940
DIN: 00003741
Dr. Vadlamudi is an M.Com, Mrs. Brahmani holds a
M. Litt and a PhD in Financial Master’s degree in Business
Mrs. Bhuvaneswari holds
Management. He started his Administration from Stanford
career from the Administrative a Bachelor’s degree in
Arts and is a director of University and a Bachelor’s
Staff College of India,
degree in Electrical Engineering
Hyderabad, in 1972. He has held several companies. She is
from Santa Clara University,
various positions in reputable a dynamic leader and has
California, USA. She is a
universities such as Professor, extensive experience in graduate in Communication
Dean, Director, etc. and has the business. She has been Engineering from Chaitanya
taught in the fields of Finance successfully steering Heritage Bharathi Institute of
and Business Economics at
Foods towards growth Technology, Hyderabad,
postgraduate and doctorate
levels for about 25 years.
and prosperity. She joined India. She has worked as an
He has been the Registrar the Company in 1994 as a Investment Associate in Vertex
(Administrative Head) of Dr. B R Whole-time Director and Venture Management Pvt Ltd
Ambedkar Open University for is now serving as the Vice- during 2009-11 in Singapore.
nearly 10 years. He has been Chairperson and Managing She joined Heritage Foods in
associated with the Company 2013 and is now serving as the
Director. She provides
since its inception and has Executive Director. She heads
guidance and monitors
been able to utilise his intimate the crucial business functions
the overall workflow of such as design, development
understanding of the rural socio-
the organisation. and implementation of
economic scenario to strengthen
milk procurement systems and She has gained expertise in strategic plans of the
strategies of Heritage Foods, all organisation in a cost-effective
the areas of Finance; Policy C Chairperson of the Committee
of which have contributed to the and timely manner.
Development; Leadership;
current status of Heritage Foods Nomination &
Governance & Compliance; She has gained expertise in NRC
as a leading player in South India. Remuneration Committee
and Sales & Marketing. the areas of Finance; Policy
He has gained expertise in Development; Leadership; Stakeholder’s Relationship
SRC Committee
the areas of Finance; Policy Information Technology;
Development; Leadership; Strategy Planning and Mergers
Risk Management
Strategy Planning and Mergers & Acquisitions; Governance & RMC Committee
& Acquisitions; Governance Compliance; Sales & Marketing;
& Compliance; and Sales and International Business. AC Audit Committee
In the Board Committees of:
& Marketing.
In the Board Committees of: SRC RMC MC MC Management Committee
C
AC SRC CSR CSR CSR Committee

Financial Review
Net Turnover (` in Crore) EBITDA (` in Crore)

2019-20 2,681.10 2019-20 140.30*
2018-19 2,482.35 2018-19 192.43
2017-18 2,344.01 2017-18 133.32
2016-17 1,871.44 2016-17 149.23
2015-16 2,380.58 2015-16 136.47

* Core Business
Profit Before Tax (` in Crore) Net Worth (` in Crore)

2019-20 72.44* 2019-20 462.30
2018-19 128.69 2018-19 804.96
2017-18 88.08 2017-18 778.01
2016-17 323.31 2016-17 593.22
2015-16 85.98 2015-16 240.00

* Core Business
Gross Fixed Assets (` in Crore) Net Fixed Assets (` in Crore)

2019-20 630.50 2019-20 514.00
2018-19 555.11 2018-19 475.66
2017-18 463.18 2017-18 424.71
2016-17 304.99 2016-17 287.41
2015-16 518.40 2015-16 312.00

Our 10-Year Financial Highlights

10-Year Financials (` Million)
Particulars 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20
Turnover 9,004 10,961 13,934 16,018 17,220 20,730 23,806 18,714 23,440 24,823 26,811
Other Income 29 48 32 42 50 70 66 37 72 111 83
Fair Value gain on FVTPL - - - - - - - 2,468 3,954 1,311 2,945
Equity Securities
Total Income 9,033 11,009 13,966 16,060 17,270 20,800 23,871 21,219 27,466 26,245 29,839
Earnings before 470 389 526 1,034 987 881 1,365 1,490 1,333 1,924 -769
Depreciation, Interest and
Tax (EBIDTA)
Earnings before 389 526 1034 987 881 1365 1490 1333 1924 1,402
Depreciation, Interest and
Tax (EBIDTA) from core
business **
Depreciation & 196 199 212 220 250 340 345 249 370 437 480
Amortization
Interest 167 160 178 148 119 150 146 93 166 200 197
Loss due to changes in - - - - - - - 385 3870 1,311 5,116
fair value of derivative
liabilities
Provision for Taxation 50 18 42 137 159 109 306 307 277 452 153
Profit after Tax 56 11 93 500 453 282 554 2,926 604 834 -1600
Profit after Tax from core 11 93 500 453 282 554 2926 604 834 571
business **
Cash Profit/(Loss) 252 211 305 720 703 622 899 1,092 890 1,272 1,051
Equity Dividend (%) 18 12 20 30 30 30 30 40 40 40 50
Dividend Payout 24 16 27 41 81 84 84 112 112 112 112
(Including Tax on Dividend)
Equity Share Capital 115 115 115 116 232 232 232 232 232 232 232
Reserves and Surplus 754 750 816 1,303 1,558 1,698 2,168 5700 7548 7,818 4,391
Networth 869 865 931 1,419 1,790 1,930 2,400 5932 7780 8,050 4,623
Gross Fixed Assets 2,942 3,175 3,459 3,635 4,196 4,623 5,184 3050 4632 5551 6318
Net Fixed Assets 2,152 2,217 2,303 2,368 2,715 2,807 3,120 2874 4247 4757 5156
Key indicators
Particulars 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20
Earnings per share - `* 4.85 0.97 8.1 21.64* 19.53 12.16 23.89 63.06 13.01 17.98 -34.49
Cash Earnings per Share - ` 26.32 19.84 26.47 31.03* 30.31 26.81 38.77 23.53 19.18 27.40 22.66
Book Value per share - ` 75.35 75.05 80.77 61.16* 77.15 83.29 103.45 127.85 167.67 173.49 99.64
Debt : Equity Ratio 1.34:1 1.15:1 0.99:1 0.42:1 0.25:1 0.29:1 0.27:1 0.13:1 0.21:1 0.24:1 0.43:1
EBIDTA/Turnover - % 5.22 3.52 3.77 6.27 5.73 4.25 5.68 7.96 5.68 7.75 -2.87
EBIDTA/Turnover - % from 3.52 3.77 6.27 5.73 4.25 5.68 7.96 5.68 7.75 5.23
Core Business **
Net Profit Margin - % 0.62 0.1 0.67 3.12 2.63 1.36 2.33 15.64 2.58 3.36 -5.97
Net Profit Margin - % from 0.1 0.67 3.12 2.63 1.36 2.33 15.64 2.58 3.36 2.13
core Business **
RONW - % 6.45 1.29 10.02 35.21 25.32 14.62 23.1 49.33 7.76 10.37 -34.61
*EPS and book value per share for F.Y. 2012-13 has been adjusted on account of issue of bonus shares
** Fair value gain on FVTPL equity shares and loss due to changes in fair value of derivative liabilities were not considered in core business performance

We Nourish…
By Supplying Quality and Nurturing Products

We supply an entire range of pure, fresh milk, and value-added and nourishing across 15 lakh
households. Procurement of best quality raw milk from neighbouring markets helps us retain
product freshness, taste and ensure longer shelf life.
Delivering quick to market Expanding value-added portfolio Serving the health-conscious

Fresh and pure milk is procured from While we cater to the milk requirements We procure the best quality raw milk,
farmers close to our operating markets. of the urban middle and upper-class and then ensure the highest levels of
It is then processed, pasteurised, consumers, we also serve the younger hygiene all across the value chain. We
homogenised and packed at our state- generation with a range of value-added are constantly targeting the health-
of-the-art processing plants while and nourishing products like flavoured conscious and nutrition-oriented
ensuring speed to market. In doing so, milk, butter, ghee, curd, paneer, lassi, millennials, discerning homemakers, and
we retain the nutritional value of milk frozen desserts and ice-creams. Some of career-oriented working women. During
by maintaining its freshness, purity, our products are primarily aimed at the the year, we launched two new lassi
nourishment measure. We keep our milk millennials, Gen Y and Gen Z. variants – with the goodness of Ragi
as pure and close to nature as possible, and Sabja. As our Maharashtra facility
with no ingredients or preservatives becomes operational during 2020, we
added. will also launch yoghurts.

Ensuring freshness of products by
Procurement from farms Processing plants located

Own procurement
close to operating markets close to operating markets
Maintaining quality
11
We strictly follow the Clean Milk Production Practices, Quality check points
Hygiene Practices, Good Manufacturing Practices and Good
Laboratory Practices. The effective implementation of
Heritage Integrated Milk Procurement System ensures that 23
quality is maintained in the entire value chain – from farm to Quality parameter tests
consumer.
Adoption of HACCP ensures brand quality, increasing 486

consumer confidence, and conformity to regulatory and Quality team size
market requirements.

We Nourish…
By Creating Goodness for all Generations
Our Growing Value-Added Portfolio

Milk
Toned Milk Double-Toned Milk Full Cream Milk Standardised Milk

Processed, pasteurised and Low in fat, yet retaining milk’s Processed at state-of-the-art This fresh and pure milk is
homogenised toned milk other benefits, double-toned plants, this rich in fat and pure processed, pasteurised and
nurtures a healthy body and a homogenised milk is best for milk is suitable for those with homogenised and packed at
healthy mind. those seeking calcium. low BMI. processing plants.
Cow Milk Slim Milk UHT Milk A2 Full Cream Milk

This fresh and pure milk Processed to separate fat, Procured from farmers, 100% buffalo milk rich in A2
is procured, processed, pasteurised and packed, contains processed, pasteurised at protein; Specially procured
pasteurised, homogenised and least fat, suitable for all ages. ultra-high temperature to from nearest farms, helps
packed at processing plants to ensure each particle is free build immunity and easy to
ensure goodness. from bacteria and packed at digest.
plant to ensure goodness.
Available in multi-layered
oxygen barrier poly packs.
VALUE-ADDED PRODUCTS
Curd Buttermilk Sweet Lassi Ragi Java Sabja Lassi

A value-added product Prepared from fresh and Made with pasteurised, Ragi Java helps in weight Sabja Lassi is rich in
with a selected culture pure curd in processing homogenised curd, the reduction, cholesterol calcium.
of beneficial bacteria to plants with utmost care. fermented drink contains reduction, easy digestion.
impart thick, creamy, rich There are different healthy bacteria. It is thick
and glossy texture. variants available like and rich with a natural
plain, salted, spicy and elaichi flavour.
jeera flavour.

OTHER PRODUCTS
Flavoured Milk Milk Shake Paneer Doodh Peda Milk Cake

Prepared from fresh and Heritage milk shake is Fresh and pure milk is Made from pure and Made from highest
pure double-toned milk made with high quality procured, and used for fresh milk, with the right quality skimmed milk
in various flavours and raw material to meet the paneer which comes amount of sucrose, this powder and pure ghee,
colours, this is a delicious delicious desire of each in a pleasing white is rich in taste and is it has a smooth texture
and refreshing dairy drink customer. It is a natural appearance, and a soft granular in texture. and is rich in taste.
available in glass bottles source of milk protein and and compact texture.
and PET bottles. calcium. Paneer is vacuum-packed
in multi-layered film to
maintain freshness.
Cow Ghee Buffalo Ghee Hi Aroma Ghee Table Butter Cooking Butter
Cow Ghee is prepared Buffalo Ghee is prepared Prepared from pure The rich salted butter is The unsalted cooking
from cow butter. It is from pure buffalo butter. ripened cream with made from fresh cream butter is made from
golden yellow in colour, It is white in colour, it selected bacterial culture, and is manufactured in fresh cream in processing
it has a good aroma and has a good aroma and is this is light brown in processing plants, with no plants with utmost care
is granular in texture. granular in texture. colour with a naturally added ingredients other to ensure goodness.
developed rich aroma and than salt.
smooth granules.
ICE-CREAMS
Tubs Bars Kulfi Cones

Alpenvie Ice-Cream is made with Bars are available in flavours Anjeer Kulfi: A cool traditional Offers a range of crunchy
nuts and fruits and is available such as Almond Crunch, ice-cream. biscuits with a blend of
in flavours such as Chocolate, Black Currant, Chocolate Malai Kulfi: Made with Real delightful flavours and
Pineapple, Fruit Fusion, Overload, Classic Vanilla, Mango Kesar, Almond and Cashew Nut colours such as Strawberry,
Pistachio, Butterscotch, Vanilla Lychee and Melon Rush. Powder. Butterscotch, Banana Caramel,
and Rajbhog. Black Currant, Rajbhog,
Double Chocolate, Vanilla
and Choco-chips.
Cups Juicy Bars Family Packs

This perennial favourite is Gives more joy at a lower Provides family enjoyment in
available in delightful cups price and comes in different delicious flavours like Vanilla,
such as Vanilla, Strawberry, flavours like Grape Jelly, Strawberry, Butter Scotch,
Butterscotch, Chocolate and Raspberry Twin, Mango Anjeer Badam, Badam Pista
Orange Tango. Twin, Orange Juice and Kesar, Orange Tango, Mango,
Mango Juice. Chocolate and Lychee Caramel.

We Nourish…
By Improving Socio-Economic Livelihood

Farmers are an important part of our family. We collaborate with 3 lakh farmers across
multiple states for procuring quality milk. We offer them subsidised feed for improving animal
health, access to financing solutions, and constantly aim to deepen our engagement with
them, beyond commerce. We do this by assisting and educating the dairy farmers to improve
the yield of the milch animals.
At Heritage Foods, about 90% of our daily milk requirement is procured directly from farmers at reasonable rates and delivered
directly to our manufacturing facilities. This is a result of our strategic planning in procurement and storage infrastructure.
We aim to improve the socio-economic lives of farmers by enhancing their income levels and helping them attain better health
and a better lifestyle. We constantly find ways to reinforce our emotional bond. We organise meetings to understand their
requirements and assist them with vaccination, cattle feed and increasing milk yield by conducting free veterinary camps,
check-ups for farmers and milch animals at their doorstep on a regular basis. We empower them by procuring the milk at an
appropriate cost and paying them on a regular basis.
Relationship farming
We follow a ‘relationship farming’
3 Lakh 188
approach, and not the transactional Number of farmer Milk Chilling
farming model. We eliminate the
associates Centres
middlemen by procuring milk directly
from farmers, processing the milk, and
then selling it to end-consumers. We
provide nutritious feed at subsidised
rates, ensure accuracy in measurement
and deploy mobile vet clinics. These
90%
farmers also prefer engaging with us of milk procured directly
as we remunerate them well and never
default on payments.
from farmers
Facilitating financing
We help farmers access funds through
financial institutions and provide loans
and insurance for their cattle. We have
signed up with PSU banks and other
financial companies to provide loans to
farmers through lender branches across
the country.

Empowering farmers, strengthening market linkages
Nutrition Animal Treatment

Established own high-quality cattle feed production Providing animal treatment free of cost
Providing nutritional feed at subsidised rates Deployment of mobile veterinary clinics
Cattle feed to enhance milk production, reproductive 8 such clinics running daily close to 355 days in a year
ability and overall health & immunity of dairy cattle
Financial Assistance Other Assistance

Providing farm loans, cattle insurance and group Automated measurement of milk
personal accident insurance policy for farmers Assured procurement of milk through 188 milk
Facilitating loans for cattle and accident insurance procuring units
Making punctual payments to milk farmers

Farmer Spotlight
Social activities undertaken during the year
Exhibition on National Mega Human Veterinary Medical Distribution of

Agriculture and Milk Day Health Check- Health Check- and Blood Loans to Milk
Dairy Inputs Celebration up Camps up Camps Donation Producers
Camps

Farmers’ Tree Plantation Distribution Distribution GPA Cheque MCC

Interaction of Awards to of Meritorious Distribution Development
Meeting Farmers Awards to Activities
Merit Students

We Nourish…
Through Convenient and Innovative Channels

We supply high-quality products through innovative and convenient channels, aiming at
product availability and accessibility for consumers. Today, we are one of India’s most
well-established dairy products FMCG companies with a strong consumer connect in
our markets.
We leverage our trade channels to reach

out to our customers and consumers.
Our distribution network has been
widened to 1.5 lakh traditional retailers,
and 26 leading modern retail chains and
a few e-commerce platforms.
We have 942 exclusive Heritage

Parlours, which are exclusive franchisee
partners selling Heritage products.
We also sell our products through a
retail wing of 46 Heritage Distribution
Centres at Hyderabad, Bengaluru and
Chennai. These together augment
the availability of Heritage range of
products across the markets and also
enhance our brand recognition. We
also deliver our products to consumers
through multiple innovative channels,
modern retail stores, digital channels
and e-commerce.
942
Exclusive Heritage Parlours
46
Heritage Distribution Centres
at Hyderabad, Bengaluru and
Chennai

Building a retail connect Accelerating penetration

We embarked on our B2C journey We are growing our national presence,
and fostered a deep connect with the increasing our footprint in milk
retail segment through our diverse producing and milk consuming states,
products. Some of these products are and penetrating deeper into existing
curd, butter, ghee, lassi, frozen dessert territories. From our earlier focus on
and ice-creams. This was also aimed at Andhra Pradesh, Tamil Nadu, Karnataka,
reducing our dependence on any single Telangana and Maharashtra, we are
product and gaining a larger wallet expanding into new geographies
share of the consumer. We engage and exploring the untapped Tier
directly with our consumers through our 1&2 markets.
marketing campaigns.

We Nourish…
By Creating an Effective Supply Chain
Activity flow chart

Procurement Production
Milk and
milk products
Milk
Excess fat converted to
fat products
Milk brought to collection centres
Packed milk to
distribution point
Pasteurisation,
homogenisation,
standardisation of milk and
excess fat separation
Milk collection at a centre
Milk testing at chilling centres
Heritage Parlours
& Heritage Modern retail
distribution centre formats
Chilled milk delivery at

packing station
Consumer

111
Sales and distribution Bulk coolers
Milk 77
products
Chilling plants
Distributors 16
Processing plants
Heritage Parlours 1,979

& Heritage Modern retail
distribution centre Kirana stores formats E-commerce Vehicles
12,610
Number of milk procurement
Consumer representatives
5,641
Number of distributors
E-commerce Milk agents Heritage App
Door delivery to
households

Our Strategic Roadmap
Strategic planning is rooted in our vision, and drives our mission, growth and sustainability.
It sets the strategic directions for us to achieve our organisational objectives and deliver
long-term value to the stakeholders.
Our strategy is based on the goals
of business growth, both in terms of Winning Winning Winning with Winning in the
market expansion and brand building; with our with brands innovation marketplace
creating sustainable value; identifying consumers
opportunities; and keeping pace with
new-age preferences and consumption
habits.
Key enablers for strategic growth

We have identified the following key enablers for executing our strategies, developing capabilities and attaining as well as
maintaining excellence across the business value chain.
EXPANDING THE 02. ANALYSING DEMAND 03. TRANSFORMING

01.
PRODUCT RANGE GO-TO-MARKET STRATEGY
For a dairy market valued at ` 5 trillion, it is
The rapidly changing consumer important to recognise the need to respond Due to product perishability (raw milk
preferences and global environment to rapidly changing consumer preferences, lasts only for about 72 hours), there
requires a bold new outlook, and a growth is a need to focus on optimising the
including the emergence of natural, healthy
model that can rise to this challenge. distribution network to ensure that
and other consumption trends.
Goal products remain fresh.
Expanding the product range is a step Goal
taken by us to meet demand with a more We recognise the necessity of listening Goal
agile and flexible supply chain. This is to our consumers and try to analyse the We have been exploring opportunities
aimed at driving innovation based on meaning of such changing preferences. to develop and distribute fresh products
deeper consumer insights. with an extended shelf life. We have
Achievement come up with a new product, the ultra-
Achievement We take the necessary steps to keep pace
high-temperature (UHT) processed milk,
We understand the areas in which dairy with the requirement of the hour and try
which requires no refrigeration and can
has an advantage and are participating in to adjust our strategies accordingly on a
those markets. travel up to 4,000 kilometers.
continuous basis.
Capitals impacted Achievement
Capitals impacted We keep adopting new strategies
Financial, Manufactured, Natural, Human,
Financial, Human, Intellectual
Social, Intellectual to cope with the ever-changing
Associated risks Associated risks market demands, requirements and
Changing consumer preferences Changing consumer preferences expectations of the consumer.
Industry consolidation Industry consolidation
Capitals impacted
Product integrity Market volatility
Financial, Manufactured, Human,
Our value-added products Intellectual
Estimated milk production in India
segment (In million metric tons)
Curd Buttermilk Lassi Paneer Associated risks
Flavoured milk Sweets
2019 187
Industry consolidation
Ice-creams and frozen desserts 2020 196
Market volatility
2021 205
2022 209
2023 213
2024 217

CHOOSING THE RIGHT INNOVATING AND SEIZING ON LEVERAGING OPPORTUNITIES

04. 05. 06.
VALUE-CREATING STRATEGY NEW TRENDS IN EMERGING MARKETS
Creating and sustaining value in our Innovation and seizing on newer market Value-added dairy products that offer health
trends has been a time-tested route for benefits, such as infant formula, flavoured
industry requires adopting a proven
successful growth. and fortified milks are in high demand.
strategy – one that matches the
Company’s capabilities and goals. Goal Goal
We follow a rapid test-learn-refine
Goal We treat innovation as our top priority.
approach to innovation. With speedier
We determine the strategic course that We target rapid growth by getting
internal approval processes and a
enables us to thrive in the chosen markets. into higher-margin sub-segments such willingness to establish our position over
as fortified milk, flavoured milk, curd, the medium term, our focus remains on
Achievement buttermilk and value-added products. bringing value-added dairy products to
We enable this by optimising our
the market at a fast pace and offer health
operations and efficiencies across the Achievement
benefits to our consumers.
value chain. We make constant efforts to keep a
watchful eye on changing consumer Achievement
Capitals impacted trends, new market developments, Our innovation and go-to-market strategies
Financial, Human, Intellectual, technological and process improvements have helped us to expand our capacity.
Manufactured and regulatory changes. This has enabled us to be in the transition
phase from being commodity suppliers to
Associated risks Capitals impacted functioning as strategic partners.
Changing consumer preferences Financial, Manufactured, Human,
Capitals impacted
Industry consolidation Intellectual Financial, Manufactured, Human, Intellectual
Market volatility Associated risks Associated risks
0.14%
Changing consumer preferences Changing consumer preferences
0.34%
10.52% Industry consolidation Industry consolidation
1.15%
Market volatility Market volatility
1.28% Product integrity
2.27%
Emerging trends
Rising income trends to drive
3.54% 21.1% 15.6%
52.10% consumption of dairy products
6.17%
Shift to healthier options of milk and 4.8%
9.09% milk products

8.4% 16.4%
13.39% Preference for clean, hygienic products
Liquid Milk Ghee Dairy Sweets to increase 8.0% 6.2%
Skimmed Milk Powder Ice-Cream Increasing consumption of ready-to-eat 10.9% 8.6%

Curd Cheese Flavoured Milk and drink dairy products Substitutes Pulses & their Products
Paneer Milk Shake Other Changing dietary patterns with focus Milk & Milk Products Edible Oil
on milk and milk products Egg, Fish & Meat Vegetables
Breakup by Product Type
Organised Sector Fruits Sugar, Salt and Spices
Refreshments & Proc. Food
Urban Monthly Consumer Expenditure on
Food Products
ENABLING UPSTREAM standardisation, process improvement, Capitals impacted

07.
SUPPLY CHAIN make-or-buy decision-making, and deploy Financial, Manufactured, Human,
Sound upstream supply management digital technologies for forecasting in Intellectual
calls for securing reliable, high-quality, sales and operational planning.
and cost-effective supply. Associated risks
Achievement Industry consolidation
Goal We do this in order to boost supply Market volatility
Besides managing supply quality, chain efficiencies and keep close tabs
we focus on instituting rigorous on the complex and dynamic regulatory
quality controls, training programs, environment.

It’s Far More Than a Game
The Company organised an internal corporate cricket match, Heritage Premier League, for
the first time in its history. The League commenced on December 14, 2019, with 8 teams and
ended on January 4, 2020. It was a fun-filled event inspiring the participants to stay committed
to their ultimate mission. It provided the employees with a formal platform to unleash the
cricket enthusiasts within them.
Opening ceremony
There was an opening speech at the
ceremony to celebrate the employees’
association with the Company, and their
zeal and vivacity. A warm welcome was
extended to all the participants and
to the officials who turned the idea
of the League into reality. The League
organisers also encouraged the players
by asserting that each player was
excellent in his/her personal capacity.

Closing ceremony
Our Cricket Teams
At the end of the League’s final match, TEAM A Milk Warriors
there was a closing ceremony, which
stated how this had been a spectacular TEAM B Icecream Fighters
POOL A
HPL cricket event, from the stunning TEAM C Curd Riders
opening ceremony to the carnival-
like atmosphere till the last day. TEAM D Lassi Glorious
At the finals, it was Team Alpenvie
Raisers that emerged victorious, while TEAM E Butter Blasters
Team Ghee Hitters was the runner-up.
TEAM F Paneer Panthers
Congratulations poured in for both
POOL B
the finalist teams. The tournament TEAM G Ghee Hitters
was fantastically well supported by the
Company leadership and the employees. TEAM H Alpenvie Raisers
Their complete commitment and
Committees formed Corporate lessons from cricket
unstinting co-operation led to the
event’s great success. Umpires Physical fitness
Selection Committee Team work
Food Committee Strategising
Score Board Committee Learning to utilise existing resources
Transportation & Admin Committee Encouraging multi-skilling
Music Committee Managing egos, pressure, failure, success
First Aid Team Keeping personal adversity separate
Commentary Team from professional work

Helping Farmers Improve Cattle Productivity
At Heritage Nutrivet, our endeavour is to provide cattle feed to milch animals and take care
of their overall health and immunity. Our simple objective behind this is to help the livestock
deliver more milk and improve their reproductive ability.
India is the world’s largest producer and consumer of milk, with demand growing rapidly. In these circumstances, it is
imperative for the dairy cattle to remain healthy and be given the right feed. With Heritage Nutrivet Limited, we have
set up our own subsidiary for cattle feed production. It is one of the leading livestock feed and feed supplement players,
which provides nutritional feed at subsidised rates. It caters to the cattle feed needs of over 3 lakh farmers in southern
and western parts of India.
Specialised products
Our products contain protein, energy,
minerals and vitamins in adequate
quantity and proportion to meet the
nutritional requirements of dairy
cattle. Through our fully automatic
manufacturing units at Hindupur
and Mallavalli, we are developing
cost-effective solutions that improve
livestock health and develop farm
productivity.
Supporting farmers
Through Heritage Nutrivet, we have
been building awareness among
dairy farmers in these regions to help
them improve their production and
profitability. We also closely associate
with them to provide technical support
and engage with them in knowledge-
building activities.
Our key differentiators
a. Product speciality b. Capable team c. Research & development

Our cattle feed products are The quality of our products is We are continually investing
manufactured with a deep maintained by a capable team that in cutting-edge research and
understanding of Indian feeding provides its expertise in ingredient development to support our
practices and breed, and the milk sourcing and nutrition management. innovation pipeline.
production levels of cows and It is constantly working on
buffaloes in India. formulations and palatability.

Strengthening nutrition and supply chain
Our product portfolio
Milk Magic
Deluxe- Excel
Pellet
Mash/pellet
Dairy Special
Gold-Mash/ BYPASS Supreme
pellet
Financial Highlights
Turnover EBITDA PBT
` 103.85 Cr ` 4.80 Cr ` 0.70 Cr

in FY 19-20 in FY 19-20 in FY 19-20
` 73.76 Cr in FY 18-19 ` 2.03 Cr in FY 18-19 ` 0.37 Cr in FY 18-19

Being People Positive
We understand that job-satisfied, highly motivated and loyal employees are the foundation of
any competitive and growing organisation. Hence, our mission is to attract and nurture talent.
We strive to build a highly-skilled and qualified workforce, supported by a safe and healthy
work atmosphere.
At Heritage, we are guided by our vision

of creating a better everyday life for
people. We are constantly building a
work culture based on sincerity, hard
work and a pursuit of perfection.
Despite competitive markets, we are
making strides in talent management,
diversity and employee engagement.
Working at Heritage
We strive to create a collaborative
environment and a culture of shared
ideas, developing expertise and
advancing careers. We work together
on technologies that will benefit
future generations and set new
standards in one of the world’s most
dynamic industries.
Hiring the best talent

Expanding our human capital pool is a
constant endeavour. We achieve this
by cultivating a company culture that
attracts top talent and make efforts to
retain them by treating all employees
with respect and consideration at all
times. We are also taking initiatives to
strengthen our organisational culture,
build talent capabilities, enhance
connect with existing employees and
potential talent and implement new
governance standards aligned with
global best practices.

Training and development

We foster our employees’ well-being
and develop their skills, and also hold
regular training sessions to enhance
their capabilities and knowledge base.
Every year, the exceptional performance
of employees is recognised, celebrated,
and rewarded, motivating the entire
workforce to achieve more.
Enhancing quality of HR capital

Going forward, we are confident
that with our industrial expertise and
competencies, we are moving closer
towards attaining business excellence.
A key emphasis at Heritage is on
enhancing the quality of our human
resource capital. We achieve this by
engaging our employees in a series
of training programs. These are
aimed at improving their skillsets
through programs on quality control,
safety awareness, induction and
overall maintenance.
Engaging with employees

It is crucial for us to understand what
motivates and engages our employees
and how they perceive their work
environment. Therefore, we encourage
open and regular dialogue between
managers and their team members,
conduct surveys and offer a framework
that ensures they feel comfortable
to speak up, raise concerns and are
empowered to initiate improvements.

Corporate Information
BOARD OF DIRECTORS Nomination & Remuneration Internal Auditors
Mr. D Seetharamaiah Committee M/s. J V S L & Associates,
Chartered Accountants – Hyderabad
Non-Executive Independent Chairperson Mr. N Sri Vishnu Raju, Chairperson
M/s. K S Rao & Co,
(Resigned from Board on 01.07.2020 and expired on 19.07.2020) Mr. D Seetharamaiah
Chartered Accountants – Hyderabad
Mr. N Sri Vishnu Raju Mr. Rajesh Thakur Ahuja M/s. E Phalguna Kumar & Co,
Non-Executive Independent Director Chartered Accountants – Tirupati
Stakeholder’s Relationship
Mr. Rajesh Thakur Ahuja M/s. Ch Veerababu & Co.
Committee
Non-Executive Independent Director Chartered Accountants – Guntur
Dr. V Nagaraja Naidu, Chairperson M/s. D H.Rama Associates,
Mrs. Aparna Surabhi
Mr. D Seetharamaiah Chartered Accountants – Ananthapur
Non-Executive Independent Director
Mr. N Sri Vishnu Raju M/s. B V Rao & Co. LLP,
Dr. V Nagaraja Naidu Chartered Accountants – Vizag
Mrs. N Bhuvaneswari
Non-Executive Director M/s. Rao & Shyam,
Mrs. Nara Bhuvaneswari Risk Management Committee Chartered Accountants - Vizag
Vice Chairperson & Managing Director M/s. SBS and Company LLP,
Mr. Rajesh Thakur Ahuja, Chairperson Chartered Accountants - Nellore
Mrs. Brahmani Nara Mr. D Seetharamaiah M/s. Khire Khandekar & Kirloskar,
Executive Director Chartered Accountants - Sangli
Mr. N Sri Vishnu Raju
Mrs. N Bhuvaneswari M/s. M N S & Co,
SENIOR MANAGEMENT
Chartered Accountants – Bengaluru
CA A Prabhakara Naidu M/s. R. Raghunathan,
Management Committee
Chief Financial Officer Chartered Accountants – Salem
Mr. D Seetharamaiah, Chairperson
CS Umakanta Barik M/s. K. M. Mohandass & Co,
Mr. N Sri Vishnu Raju
Company Secretary and Chartered Accountants – Chennai
Compliance Officer Mrs. N Bhuvaneswari M/s. S.C.Bapna Associates,
Chartered Accountants – Jaipur
Dr. M Sambasiva Rao CSR Committee
M/s. Aarsh & Associates,
President Mr. D Seetharamaiah, Chairperson Chartered Accountants – Chandigarh
Mr. J Sambamurthy Mr. N Sri Vishnu Raju M/s. G M J & Co,
Head – Dairy Division Mrs. N Bhuvaneswari Chartered Accountants – Mumbai
M/s. Gupta Dua & Co,
BOARD COMMITTEES REGISTERED OFFICE Chartered Accountants – New Delhi
Audit Committee #6-3-541/C, Panjagutta, BANKERS CONSORTIUM
Mr. N Sri Vishnu Raju, Chairperson Hyderabad - 500 082, Telangana. Bank of Baroda
Till August 29, 2019 Tel: +91-40-23391221/2, Fax: 23318090 Andhra Bank
Mrs. Aparna Surabhi, Chairperson CIN: L15209TG1992PLC014332, ICICI Bank Limited
w.e.f. August 30, 2019 E-mail: [email protected]
www.heritagefoods.in LISTING
Mr. D Seetharamaiah
BSE Limited, Mumbai
Mr. Rajesh Thakur Ahuja STATUTORY AUDITORS National Stock Exchange of India Limited,
Dr. V Nagaraja Naidu M/s. Walker Chandiok & Co LLP Mumbai
Chartered Accountants
(FRN:001076N/N500013), REGISTRAR AND TRANSFER AGENTS
Kfin Technologies Private Limited
7th Floor, Block III, White House,
CIN: U72400TG2017PTC117649
Kundan Bagh, Begumpet,
Karvy Selenium Building, Tower B,
Hyderabad - 500 016 Plot No. 31 & 32, Financial District,
Gachibowli, Hyderabad 500 032, Telangana

Notice
Notice to Shareholders
NOTICE is hereby given that the Twenty eight (28th) Annual “RESOLVED THAT a dividend at the rate of (50%) i.e. Rs
General Meeting (AGM) of the members of Heritage Foods 2.50 (Two rupees and Fifty paise only) per equity share of
Limited will be held on Friday, August 28, 2020 at 10:30 a.m. face value of Rs 5/- (Five rupees) each fully paid- up Equity
(IST) through Video Conferencing (“VC”)/ Other Audio- Visual Shares of the Company, as recommended by the Board of
Means (“OAVM”) to transact the following business: Directors be and is hereby approved for the financial year
ended March 31, 2020 and the same be paid out of the
ORDINARY BUSINESS:
profits available for appropriation for the financial year
1. To receive, consider and adopt: ended March 31, 2020.”
a) the Audited Standalone Financial Statements of the 3. Re-appointment of Director
Company for the Financial Year ended March 31, 2020, the
To appoint a Director in place of Dr. V Nagaraja Naidu (DIN:
Reports of the Board of Directors and Auditors’ thereon
00003728), who retires by rotation and being eligible,
and in this regard, to consider and if thought fit, to pass,
offers himself for re-appointment and in this regard,
with or without modification(s), the following resolution
to consider and if thought fit, to pass, with or without
as an Ordinary Resolution:
modification(s), the following resolution as an Ordinary
“RESOLVED THAT the Audited Standalone financial Resolution:
statement of the Company for the financial year ended
“RESOLVED THAT in accordance with the provisions
March 31, 2020 and the reports of the Board of Directors
of Section 152 read with the Companies (Appointment
and Auditors thereon, as circulated to the members be and
and Qualification of Directors) Rules, 2014 and other
are hereby considered and adopted.”
applicable provisions of the Companies Act, 2013, Dr. V
and Nagaraja Naidu (DIN: 00003728), who retires by rotation
at this meeting and being eligible, offers himself for re-
b) the Audited Consolidated Financial Statements of the
appointment, be and is hereby appointed as a Director of
Company for the Financial Year ended March 31, 2020,
the Company.”
the Report of the Auditors’ thereon and in this regard,
to consider and if thought fit, to pass, with or without By Order of the Board of Directors
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT the Audited Consolidated Financial
Statement of the Company for the financial year ended Registered Office: UMAKANTA BARIK
March 31, 2020 and the report of Auditors thereon, as #6-3-541/C,Panjagutta, Company Secretary &
circulated to the members be and are hereby considered Hyderabad – 500 082 Compliance Officer
and adopted.” Telangana, India M. No: FCS-6317
CIN: L15209TG1992PLC014332
2. Declaration of Dividend
Website: www.heritagefoods.in
To declare final dividend on equity shares at the rate of Tel.: +91-40-23391221/2
(50%) i.e. ` 2.50/- per Equity Share of face value of ` 5/- Fax: +91-40-23318090
each for the Financial Year ended March 31, 2020 and in E-mail: [email protected]
this regard, to consider and if thought fit, to pass, with Date: May 27, 2020
or without modification(s), the following resolution as an
Ordinary Resolution:

Notes
1. Considering the present Covid-19 pandemic, the Ministry on General Meeting) issued by the Institute of Company
of Corporate Affairs (“MCA”) has vide its circular No. Secretaries of India (“ICSI”) and the provisions of the
20/2020 dated May 5, 2020 read together with circulars MCA Circulars and SEBI Circular, and any amendments
No. 14/2020 dated April 8, 2020 and No. 17/2020 dated thereto, the Company is providing remote e-Voting
April 13, 2020 (collectively referred to as “MCA Circulars”) facility to its Members in respect of the business to be
and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 transacted at the AGM and facility for those Members
dated May 12, 2020. permitted to convene the Annual participating in the AGM to cast their vote through
General Meeting (“AGM” / “Meeting”) through Video Remote e-Voting. For this purpose, the Company has
Conferencing (“VC”) or Other Audio Visual Means engaged the services of its Registrar and Share Transfer
(“OAVM”), without the physical presence of the members Agent (RTA) viz. KFin Technologies Private Limited (CIN:
at a common venue. In accordance with the MCA Circulars U72400TG2017PTC117649), (“KFinTech”) Selenium
read with SEBI Circulars, provisions of the Companies Act, Building, Tower B, Plot No. 31 & 32, Financial District
2013 (‘the Act’) and the Securities and Exchange Board of Nanakramguda, Serilingampally Mandal, Hyderabad
India (Listing Obligations and Disclosure Requirements) – 500032, Telangana, India and have made necessary
Regulations, 2015 (“SEBI Listing Regulations”), the AGM arrangements with RTA to facilitate E-voting. In terms
of the Company is being held through VC / OAVM. The of the MCA & SEBI Circulars, voting can be done only by
deemed venue for the AGM shall be the Registered Office Remote E-voting/ E-voting. The Members are advised to
of the Company. use the E-voting procedure, as provided in the Notice.
2. Generally, a member entitled to attend and vote at the 7. a) The Company has notified closure of Register of
meeting is entitled to appoint a proxy to attend and vote Members and Share Transfer Books from Friday,
on a poll instead of himself/ herself and the proxy need August 21, 2020 to Friday, August 28, 2020 (both days
not be a member of the Company. Since, this AGM is being inclusive) for determining the names of member(s)
held through VC / OAVM in pursuant to the MCA Circulars, eligible for dividend on Equity Shares, if declared at
physical attendance of members has been dispensed with. the Meeting:
Accordingly, the facility for appointment of proxies by the
b) The dividend on equity shares, if approved at the
members shall not be available for the AGM and hence,
Meeting, shall be credited to the respective bank
the Proxy Form and Attendance Slip are not annexed
account of the shareholders of the company on
hereto.
Friday, September 04, 2020. The dispatch of dividend
3. Since, the AGM will be held through VC/ OAVM, the route warrants may take sometime due to COVID-19
map of the venue of the Meeting is not annexed hereto. pandemic.
4. In terms of the provisions of Section 152 of the Companies 8. M/s. Walker Chandiok & Co LLP, Chartered Accountants
Act, 2013 and rules made thereunder, Dr. V Nagaraja (FRN 001076N/500013) was appointed as Statutory
Naidu (DIN: 00003728), Non-Executive Director, liable to Auditors of the Company at the 25th Annual General
retire by rotation at the Meeting and offers himself for Meeting held on August 23, 2017 to hold office till
re-appointment. The Board of Directors of the Company the conclusion of the 30th Annual General Meeting of
recommend his re-appointment. the Company to be held in the year 2022. Pursuant to
notification no: G.S.R. 432 (E) issued by the Ministry of
5. Pursuant to Regulations 26(4) and 36(3) of SEBI Listing
Corporate Affairs Govt. of India on May 7, 2018 amending
Obligation and Disclosure Requirements) Regulations,
the provision of section 139 of the Companies Act,
2015, Section 160 of the Companies Act, 2013 and
2013 and the Rules framed thereunder, the mandatory
Secretarial Standards on General Meetings (SS- 2), details in
requirement for ratification of appointment of Statutory
respect of Directors seeking appointment / reappointment
Auditors by the Members at every Annual General
of Directorship at 28th AGM of the Company to be held on
Meeting (AGM) has been omitted/deleted and hence the
Friday, August 28, 2020 are provided in Annexure 1 of this
Board is not proposing to the members for ratification
Notice.
of appointment of Statutory Auditors at this AGM. The
6. In compliance with the provisions of Section 108 of the Board of Directors were empowered by the shareholders
Act read with Rule 20 of the Companies (Management of the company to fix the remuneration of the Statutory
and Administration) Rules, 2014 (as amended), Regulation Auditor on yearly basis.
44 of SEBI Listing Regulations, SS-2 (Secretarial Standard

Notice
DISPATCH OF ANNUAL REPORT THROUGH iv. Then click on camera icon appearing against
ELECTRONIC MODE: AGM event of Heritage Foods Limited to attend
the Meeting.
9. As per the MCA Circulars and SEBI Circular a hard copy
of the statement containing salient features of all b) Members who do not have User ID and Password for
the documents, as prescribed in Section 136 of the e-voting or have forgotten the User ID and Password
Companies Act, 2013 and Regulations 36 (1)(b) and (c) may retrieve the same by following the procedure
of the SEBI (LO&DR) Regulations, 2015 are dispensed given in the E-voting instructions.
with. The notice of the AGM along with the 28th Annual
Members who would like to express their views or ask
Report 2019-20 is being sent only through electronic
questions during the AGM may register themselves
mode to those Members whose email addresses are
by logging on to https://emeetings.kfintech.com and
registered with the Company/ Depositories. Members
clicking on the ‘Speaker Registration’ option available
may note that the Notice and 28th Annual Report 2019-
on the screen after log in. The Speaker Registration
20 will also be available on the Company’s website i.e.
will be opened during Tuesday, August 25, 2020 to
www.heritagefoods.in, websites of the Stock Exchanges,
Thursday, August 27, 2020. Only those members
i.e., BSE Limited and National Stock Exchange of India
who are registered will be allowed to express their
Limited at www.bseindia.com and www.nseindia.com
views or ask questions. The Company reserves the
respectively and on the website of Company’s Registrar
right to restrict the number of questions and number
and Transfer Agent, KFin Technologies Private Limited
of speakers, depending upon availability of time as
(“KFinTech”) at https:// evoting.karvy.com
appropriate for smooth conduct of the AGM.
10. For receiving all communication (including Annual Report)
c) Members will be allowed to attend the AGM through
from the Company electronically:
VC / OAVM on first come, first serve basis. The
a) Members holding shares in physical mode and who large shareholders (i.e. shareholders holding 2%
have not registered/ updated their email address or more shareholding), promoters, institutional
with the Company are requested to register / update investors, directors, key managerial personnel, the
the same by writing to the Company with details of Chairpersons of the Audit Committee, Nomination
folio number and attaching a self-attested copy of and Remuneration Committee and Stakeholders
PAN card at [email protected] or to KFinTech at Relationship Committee, Auditors, etc. can attend
[email protected]. the 28th AGM without any restriction on account of
first-come-first-serve principle.
b) Members holding shares in dematerialised mode are
requested to register / update their email addresses d) Members may join the 28th AGM through VC/OAVM
with the relevant Depository Participant(DP). Facility by following the procedure as mentioned
below which shall be kept open for the Members
PROCEDURE FOR JOINING THE AGM THROUGH VC
from 10:00 a.m. (IST) i.e. 30 minutes before the time
/ OAVM:
scheduled to start the 28th AGM and shall be kept
11. The Company will provide VC / OAVM facility to its open throughout the proceedings of the AGM.
Members for participating at the AGM.
e) Members who need any assistance before or during
a) Members will be able to attend the AGM through the AGM, can contact KFinTech on emeetings@
VC / OAVM or view the live webcast at https:// kfintech.com or call on toll free numbers 1800-
emeetings.kfintech.com by using their e-voting login 345-4001 . Kindly quote your name, DP ID-Client ID
credentials. / Folio no. and E-voting Event Number in all your
communications
Members are requested to follow the procedure
given below: 12. In case of joint holders attending the Meeting, only such
joint holder who entitled to vote at the AGM
i. Launch internet browser (chrome/firefox/safari/
explorer) by typing the URL: https:// emeetings. 13. Members attending the AGM through VC / OAVM shall be
kfintech.com reckoned for the purpose of quorum under Section 103 of
the Act.
ii. Enter the login credentials (i.e., User ID and
password) 14. Members of the Company under the category of
Institutional Investors are encouraged to attend and vote
iii. After logging in, click on “Video Conference”
at the AGM
option

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING Voting rights of a member / beneficial owner (in case
AT THE AGM: of electronic shareholding) shall be in proportion to
his share in the paid-up equity share capital of the
15. Pursuant to the provisions of Section 108 and other
Company as on the cut-off date, i.e., Friday, August
applicable provisions, if any, of the Companies Act, 2013
21, 2020.
read with Rule 20 of Companies (Management and
Administration) Rules, 2014, as amended from time to B. Information and instructions relating to Electronic
time , and Regulation 44 of SEBI Listing Regulations, the Voting are as under:
Company is providing to its members facility to exercise
i. The members who have cast their vote(s) by remote
their right to vote on resolution(s) proposed to be passed
e-voting may also attend the Meeting but shall not
at 28th AGM by electronic means (“e-voting”). Members
be entitled to cast their vote(s) again at the Meeting.
may cast their votes remotely, using an electronic voting
Once the vote on a resolution is cast by a member,
system on the dates mentioned herein below (“remote
whether partially or otherwise, the member shall not
e-voting’’).
be allowed to change it subsequently or cast the vote
Further, the facility for voting through electronic voting again.
system will also be made available at the Meeting (“Insta
ii. A member can opt for only single mode of voting
Poll”) and members attending the Meeting who have not
per EVEN, i.e., through remote e-voting or voting at
cast their vote(s) by remote e-voting will be able to vote at
the Meeting (Insta Poll). If a member casts vote(s)
the Meeting through Insta Poll.
by both modes, then voting done through remote
The Company has engaged the services of KFinTech as the e-voting shall prevail and vote(s) cast at the Meeting
agency to provide electronic voting facility. shall be treated as “INVALID”.
The Board of Directors of the Company has appointed iii. A person, whose name is recorded in the register
Mrs. Savita Jyoti, Partner of M/s. Savita Jyoti Associates, of members or in the register of beneficial owners
Practicing Company Secretaries (M No: FCS -3738, CP No: maintained by the depositories as on the cut-off
1796), as Scrutinizer to scrutinise the electronic voting date, i.e., Friday, August 21, 2020 only shall be
and Insta Poll process in a fair and transparent manner entitled to avail the facility of remote e-voting or for
and they have communicated their willingness to be participation at the AGM and voting through Insta
appointed and will be available for the said purpose and Poll. A person who is not a member as on the cut-
Scrutinizer’s decision on the validity of the E-voting will be off date, should treat the Notice for information
final. purpose only.
The manner of voting remotely by members holding iv. Any person who becomes a member of the Company
shares in after dispatch of the Notice of the Meeting and
holding shares as on the cut-off date may obtain the
• dematerialized mode,
User ID and password from KFinTech in the manner
• physical mode and as mentioned below:
• for members who have not registered their email (a) If e-mail address or mobile number of the
addresses is provided in the instructions given below. member is registered against Folio No. / DP
ID Client ID, then on the home page of https://
A. Information and instructions relating to Remote
evoting.karvy.com, the member may click
E-Voting are as under:
“Forgot Password” and enter Folio No. or DP ID
i. The remote e-voting facility will be available during Client ID and PAN to generate a password.
the following voting period:
(b) Member may call on KFinTech’s toll-free
Commencement of From 9.00 a.m. (IST) on numbers 1800-345-4001 (from 9:00 a.m. to
remote e-voting: August 25, 2020 6:00 p.m.)
Up to 5.00 p.m. (IST) on (c) Member may send an e-mail request to einward.
End of remote e-voting:
August 27, 2020 [email protected], If the member is already
registered with KFinTech’s e-voting platform,
The remote e-voting will not be allowed beyond the
then he can use his existing password for
aforesaid date and time and the remote e-voting
logging in.
module shall be forthwith disabled by KFinTech upon
expiry of the aforesaid period.

Notice
v. The Company has opted to provide the same login. You may also enter a secret question and
electronic voting system at the Meeting, as used answer of your choice to retrieve your password
during remote e-voting, and the said facility shall in case you forget it. It is strongly recommended
be operational till all the resolutions proposed in that you do not share your password with any
the Notice are considered and voted upon at the other person and that you take utmost care to
Meeting and may be used for voting only by the keep your password confidential.
members holding shares as on the cut- off date who
v. You need to login again with the new credentials.
are attending the Meeting and who have not already
cast their vote(s) through remote e-voting. vi. On successful login, the system will prompt you
to select the “EVENT”. Please select EVENT of
C. Voting through electronic means
‘Heritage Foods Limited’.
i. The instructions and other information relating to
vii. On the voting page, enter the number of shares
E-voting are as under:
(which represents the number of votes) as
A. In case a Member receiving an e-mail from Kfintech on the cut-off date under “FOR/ AGAINST” or
[for Members whose e-mail IDs are registered alternatively, you may partially enter any number
with the Company/ Depository Participant(s)]: in “FOR” and partially in “AGAINST” but the total
number in “FOR/ AGAINST” taken together
i. Launch internet browser by typing the URL:
should not exceed your total shareholding. If
https://evoting.karvy.com
the member does not indicate either “FOR” or
ii. Enter the login credentials, i.e. user-id & “AGAINST” it will be treated as “ABSTAIN” and
password, mentioned in the email forwarded the shares held will not be counted under either
through the electronic notice: head.
User ID For Member(s) / beneficial owner(s) viii. Members holding multiple folios/demat
holding shares in demat form:- accounts shall choose the voting process
separately for each folios/ demat accounts.
a. For NSDL:- 8 characters DP ID
followed by 8 digits Client ID ix. Voting has to be done for each item of the
Notice separately. In case you do not desire
b. For CDSL:- 16 digits Beneficiary ID to cast your vote on any specific item, it will be
c. For Member(s) holding shares in treated as “ABSTAINED”.
physical form:- (EVEN) followed by x. You may then cast your vote by selecting an
Folio Number registered with the appropriate option and click on “Submit”.
Company
xi. A confirmation box will be displayed. Click “OK”
Your Unique password is printed on
to confirm, else “CANCEL” to modify. Once you
Password the AGM Notice/ Electronic notice
confirm, you will not be allowed to modify or
forwarded through email.
change the votes cast.
Captcha Enter the Verification code i.e., please
enter the alphabets and numbers in xii. Corporate/ Institutional Members (i.e. other
the exact way as they are displayed for than Individuals, HUF, NRI, etc.) are also
security reasons required to send scanned certified true
copy (PDF Format) of the Board Resolution/
iii. After entering these details appropriately, click Authority Letter, etc. together with attested
on “LOGIN”. specimen signature(s) of the duly authorized
iv. You will now reach password change menu representative(s), to the Scrutinizer at e-mail
wherein you are required to mandatorily id: [email protected] with a
change your password. The new password copy marked to [email protected]. The file
shall comprise of minimum 8 characters with at scanned image/pdf file should be in the naming
least one upper case (A-Z), one lower case (a-z), format “Corporate Name”. The documents
one numeric value (0-9) and a special character should reach the Scrutinizer on or before
(@,#,$,etc.). The system will prompt you to Thursday, August 27, 2020 by 05:00 p.m. (IST).
change your password and update your contact
details like mobile number, e-mail id, etc. on first

B. In case of Members of the Company have not prompt to upload the duly signed scan copy of
registered their e-mail address: the PAN.
Members who have not yet registered their e-mail (i) System confirm the registration of e-mail id.
address are requested to get their e-mail addresses (j) System will send the notice & procedure for
registered by following the procedure given below: E-voting to the e-mail given by Member.
1. Members holding shares in physical mode, who Post successful registration of the e-mail, the
have not registered their e-mail address and in Member would get soft copy of the notice and the
consequence could not receive the E-voting notice procedure for E-voting along with the User ID and
may temporarily get their e-mail registered with the Password to enable E-voting for this AGM. In case
the Company’s Registrar and Share Transfer Agent, of any queries, Member may write to einward.ris@
KFin Technologies Private Limited, by following the kfintech.com.
registration process as mentioned below: 2. It is clarified that for permanent registration of
e-mail address, the Members are however requested
Electronic folios:
to register their e-mail address, in respect of
(a) Visit the link https://ris.kfintech.com/email_reg- electronic holdings with the Depository through the
istration concerned Depository Participants and in respect
(b) Select the company name i.e. Heritage Foods of physical holdings with the Company’s Registrar
Limited. and Share Transfer Agent, KFin Technologies Private
Limited, (Unit: Heritage Foods Limited), Selenium
(c) Member to enter DPID-CLID / Folio No. and PAN. Building, Tower B, Plot No. 31 & 32, Financial District
(d) Member to enter the e-mail id and Mobile No. Nanakramguda, Serilingampally Mandal, Hyderabad
– 500032, Telangana, India by following due
(e) System check the authenticity of the client id procedure.
and PAN and send the different OTPs to Mobile
and e-mail to Validate. 3. Those Members who have already registered
their e-mail address are requested to keep their
(f) Member to enter the OTPs received by SMS e-mail addresses validated with their Depository
and e-mail to complete the validation process. Participants/ the Company’s Registrar and Share
(OTPs will be valid for 5 min. Only).
Transfer Agent, KFin Technologies Private Limited
(g) System confirms the e-mail id for the limited to enable servicing of notices/ documents/ Annual
purpose of serviced AGM notice. Reports electronically to their e-mail address.
(h) System will send the notice & procedure for 4. You can also update your mobile number and e-mail
E-voting to the e-mail given by Member. id in the user profile details of the folio which may be
used for sending further communication(s).
Physical folios:
5. Once the vote on a resolution is cast by a member,
(a) Visit the link https://ris.kfintech.com/email_
whether partially or otherwise, the member shall not
registration
be allowed to change it subsequently or cast the vote
(b) Select company name i.e. Heritage Foods again.
Limited.
6. In case of any query/ grievance pertaining to E-voting,
(c) Member to enter physical Folio No and PAN. please visit Help & FAQ’s section of https://evoting.
karvy.com or contact Ms. C Shobha Anand, Deputy
(d) If PAN is not available in the records, Member to
General Manager at KFin Technologies Private
enter one of the Certificate No.
Limited [Unit: Heritage Foods Limited], Selenium
(e) Member to enter the e-mail id and Mobile No. Building, Tower B, Plot No. 31 & 32, Financial District
Nanakramguda, Serilingampally Mandal, Hyderabad
(f) System check the authenticity of the Folio No.
– 500032, Telangana, India, e-mail: einward.ris@
and PAN/ Certificate No. and send the different
OTPs to Mobile and e-mail to Validate. kfintech.com, Contact No.: +91 40 67162222, Fax:
+91 40 23001153 and Toll Free No.: 1800 345 4001.
(g) Member to enter the OTPs received by SMS
and e-mail to complete the validation process. 7. Facility to cast vote through Insta Poll will be made
(OTPs will be valid for 5 min. Only). available on the Video Conferencing screen and will
be activated once the Insta Poll is announced at the
(h) If PAN is not available in the records, system will Meeting.

Notice
8. The Scrutiniser will, after the conclusion of e-voting at 18. The Company has notified closure of Register of Members
the Meeting, scrutinise the votes cast at the Meeting and Share Transfer Books from Friday, August 21, 2020
(Insta Poll) and votes cast through remote e-voting, to Friday, August 28, 2020 (both days inclusive) for
make a consolidated Scrutiniser’s Report and submit determining the names of member(s) eligible for dividend
the same to the Chairperson. The result of e-voting on Equity Shares, if declared at the Meeting.
will be declared within forty-eight hours of the
conclusion of the Meeting and the same, along with 19. As per relevant Circulars, payment of dividend shall be
the consolidated Scrutiniser’s Report, will be placed made through electronic mode to the Shareholders
on the website of the Company: www.heritagefoods. who have updated their bank account details. Dividend
in and on the website of KFinTech at: https:// warrants / demand drafts will be dispatched to the
evoting.karvy.com. The result will simultaneously be registered address of the shareholders who have not
communicated to the stock exchanges, where the updated their bank account details, after normalisation of
shares of the company are listed. the postal services. To avoid delay in receiving dividend,
shareholders are requested to update their bank account
9. Subject to receipt of requisite number of votes, the details with their Depository Participants in case securities
Resolutions proposed in the Notice shall be deemed are held in demat mode and shareholders holding
to be passed on the date of the Meeting, i.e., Friday, securities in physical form should send a request for
August 28, 2020. updating their bank details to the Company’s Registrar &
PROCEDURE FOR INSPECTION OF DOCUMENTS: Share Transfer Agents
16. The Register of Directors and Key Managerial Personnel 20. Payment of Dividend shall be subject to deduction of
and their shareholding maintained under Section 170 tax at source (TDS) at applicable rates as notified by the
of the Companies Act, 2013 read with Companies Government of India.
(Appointment and Qualification of Directors) Rules, 2014
21. Manner of registering mandate for receiving Dividend:
the Register of Contracts or Arrangements in which the
directors are interested, maintained under Section 189 (a) with their Depository Participant(s) with whom they
of the Act, and the relevant documents referred to in the maintain their demat accounts if shares are held in
Notice will be available electronically for inspection by the dematerialised mode by submitting the requisite
members during the AGM. documents, and
All documents referred to in the Notice will also be (b) with the Company / KFinTech by clicking on https://
available electronically for inspection without any fee by karisma.kfintech.com/ shareholders or by emailing at
the members from the date of circulation of this Notice [email protected] or [email protected],
up to the date of AGM. Members seeking to inspect such if shares are held in physical mode, by submitting
documents can send an email to [email protected] scanned copy of the (i) signed request letter which
Members seeking any information with regard to the shall contain shareholder’s name, folio number, bank
accounts or any matter to be placed at the AGM, are details (Bank account number, Bank and Branch Name
requested to write to the Company on or before Thursday, and address, IFSC, MICR details), (ii) self-attested copy
August 20, 2020 through email on [email protected] of the PAN card and (iii) cancelled cheque leaf. In case
The same will be replied by the Company suitably. shares are held in dematerialised mode, details in a
form prescribed by your Depository Participant may
DIVIDEND RELATED INFORMATION also be required to be furnished.
17. The Board of Directors recommended a final dividend
22. Pursuant to the amendments introduced by the Finance
on equity shares at the rate of (50%) i.e. ` 2.50/- per
Act, 2020 the Company will be required to withhold
Equity Share of face value of ` 5/- each for the Financial
taxes at the prescribed rates on the dividend paid to its
Year ended on March 31, 2020, subject to approval of
shareholders w.e.f. 1st April 2020. No tax will be deducted
the Members at the AGM, the dividend will be paid on
on payment of dividend to the resident individual
Friday, September 04, 2020, to the Members whose
shareholders if the total dividend paid does not exceed `
names appear on the Company’s Register of Members as
5,000/-, The withholding tax rate would vary depending on
on the Record Date and in respect of the shares held in
the residential status of the shareholder and documents
dematerialised mode, to the Members whose names are
registered with the Company as follows
furnished by National Securities Depository Limited and
Central Depository Services (India) Limited as beneficial
owners as on that date.

A. RESIDENT SHAREHOLDERS: Sl Withholding tax Documents required
Particulars
No rate (if any)
A.1 Tax Deductible at Source for Resident Shareholders
1 Foreign 20% (plus FPI registration number /
Sl Withholding Documents required Institutional applicable certificate
Particulars Investors (FIIs) / surcharge and cess)
No tax rate (if any)
Foreign Portfolio
Valid PAN updated in the No document Investors (FPIs)
1 Company’s Register of 7.5% required (if no
Members exemption is sought) 2 Other Non- 20% (plus To avail beneficial rate
resident applicable of tax treaty following
No PAN/Valid PAN not No document shareholders surcharge and tax documents would be
2 updated in the Company’s 20% required (if no cess) or tax treaty required:
Register of Members exemption is sought) rate whichever is i.Tax Residency certificate
Availability of lower/nil beneficial issued by revenue
Lower tax deduction
tax deduction certificate Rate specified authority of country of
certificate obtained
3 issued by Income Tax in the residence of shareholder
from Income Tax
Department u/s 197 of certificate for the year in which
Authority
Income Tax Act, 1961 dividend is received
ii.PAN
A.2 No Tax Deductible at Source on dividend payment to resident share-
iii.Form 10F filled & duly
holders if the Shareholders submit and register following documents signed
as mentioned in column no.4 of the below table with the Company / iv.Self-declaration for non-
Kfintech existence of permanent
establishment/ fixed base
Withholding Documents required in India
Sl No Particulars
tax rate (if any) (Note: Application of
Declaration in Form beneficial Tax Treaty
No. 15G (applicable to Rate shall depend upon
any person other than the completeness of the
a company or a firm) / documents submitted
Submission of form
1 NIL Form 15H (applicable by the Non- Resident
15G/15H
to an Individual who is shareholder and review
60 years and above), to the satisfaction of the
fulfilling certain Company)
conditions 3 Indian Branch of NIL Lower tax deduction
Shareholders to whom a Foreign Bank certificate u/s 195(3)
Documentary evidence
section 194 of the Income obtained from Income Tax
2 NIL that the said provisions
Tax,1961 does not apply Authority
are not applicable
such as LIC, GIC, etc. Self-declaration confirming
Shareholder covered that the income is received
u/s 196 of Income on its own account and not
Tax Act, 1961such Documentary evidence on behalf of the Foreign
3 as Government, RBI, NIL for coverage u/s 196 of Bank
corporations established Income Tax Act, 1961
by Central Act & mutual 4 Availability Rate specified in Lower tax deduction
funds. of Lower/NIL certificate certificate obtained from
SEBI registration tax deduction Income Tax Authority
Category I and II certificate to claim certificate issued
4 Alternative investment NIL benefit under section by Income Tax
Fund 197A (1F) of Income Tax Department u/s
Act, 1961 197 of Income
Tax Act, 1961
• Recognised
Necessary documentary
provident funds Notes:
evidence as per Circular
• Approved
5 NIL No. 18/2017 issued by (i) The Company will issue soft copy of the TDS certificate to its
superannuation fund
Central Board of Direct shareholders through email registered with the Company /
• Approved gratuity
Taxes(CBDT) Kfintech post payment of the dividend. Shareholders will be
fund
No TDS as per = section able to download the TDS certificate from the Income Tax
6 National Pension Scheme NIL 197A (1E) of Income Tax Department’s website https://incometaxindiaefiling.gov.in (refer
Act, 1961 to Form 26AS).
B. NON-RESIDENT SHAREHOLDERS: (ii) The aforesaid documents such as Form 15G/ 15H, documents
under section 196, 197A, FPI Registration Certificate, Tax
Withholding tax on dividend payment to non-resident Residency Certificate, Lower Tax certificate etc. can be
shareholders if the non-resident shareholders submit and uploaded on the link https://ris.kfintech.com/form15/ on or
before August 24, 2020 to enable the Company to determine
register following document as mentioned in row no.4 of the appropriate TDS / withholding tax rate applicable. Any
the below table with the Company / RTA. communication on the tax determination/deduction received
post August 24, 2020 shall not be considered.

Notice
(iii) Application of TDS rate is subject to necessary verification by the [Section 205C (2) of the Companies Act, 1956] read with
Company of the shareholder details as available in Register of the Investor Education and Protection Fund (awareness
Members as on the Record Date, and other documents available
with the Company / RTA.
and protection of Investors) Rules, 2001 as amended from
time to time the unclaimed/unpaid dividend and the shares
(iv) In case TDS is deducted at a higher rate, an option is still available
thereof pertaining for the financial year 2012-13 shall be
with the shareholder to file the return of income and claim an
appropriate refund. transferred to the Investor Education and Protection Fund
during the financial year 2020-21. The shareholders who
(v) In the event of any income tax demand (including interest,
penalty, etc.) arising from any misrepresentation, inaccuracy have not claimed their dividend are requested to claim it
or omission of information provided by the Member/s, such as the earliest possible.
Member/s will be responsible to indemnify the Company and
Details of shares so far transferred to the IEPF Authority are
also, provide the Company with all information / documents and
available on the website of the Company and the same can be
co-operation in any appellate proceedings.
accessed through the link: https://www.heritagefoods.in/iepf
(vi) This Communication is not exhaustive and does not purport to
The Securities and Exchange Board of India (SEBI) has mandated
be a complete analysis or listing of all potential tax consequences
the submission of Permanent Account Number (PAN) by every
in the matter of dividend payment. Shareholders should consult
participant in securities market. Members holding shares in
their tax advisors for requisite action to be taken by them.
electronic form are, therefore, requested to submit their PAN
IEPF RELATED INFORMATION: to the Depository Participants with whom they maintain their
demat accounts. Members holding shares in physical form should
23. Znt. Pursuant to the provisions of Investor Education and
submit their PAN to the Registrar/Company.
Protection Fund (Uploading of information regarding unpaid
and unclaimed amounts lying with companies) Rules, the In terms of the SEBI (Listing Obligations and Disclosure
Company has uploaded the details of unclaimed/ unpaid Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
amounts lying with the Company as on August 30, 2019 (date securities of listed companies can only be transferred in
of last Annual General Meeting) on the website of the Company dematerialised form with effect from April 1, 2019, except in
(www.heritagefoods.in) and also on the website of the Ministry of case of transmission or transposition of securities. In view of
Corporate Affairs, the information in respect of such unclaimed/ the above, Members are advised to dematerialise shares held by
unpaid dividend and the last date for claiming the same are given them in physical form.
below:
OTHER INFORMATION
Unclaimed/Unpaid Dividend
Financial Date of
Last date for as on March 31, 2020 24. Members holding shares in physical mode are:
claiming
year Declaration
ended of Dividend
unpaid Amount out-
No of a) required to submit their Permanent Account
Dividend standing
(` in Rupees)
Shares Number (PAN) and bank account details to the
2012-13 17-07-2013 19-08-2020 13,02,991 434330 Company / KFinTech at https://karisma.kfintech.com/
2013-14 26-09-2014 29-10-2021 26,85,012 895004 shareholders, if not registered with the Company/
2014-15 24-09-2015 28-10-2022 23,00,142 766714 KFinTech, as mandated by SEBI by writing to the
2015-16 19-08-2016 22-09-2023 1,797,153 599051 Company at [email protected] or to KFinTech at
2016-17 23-08-2017 25-09-2024 3,465,584 866396 [email protected] along with the details of
2017-18 30-08-2018 02-10-2025 1,583,812 791906 folio no., self- attested copy of PAN card, bank details
2018-19 30-08-2019 02-10-2026 1,510,088 755044 (Bank account number, Bank and Branch Name and
Pursuant to the provisions of Section 124 and 125 of the address, IFSC, MICR details) and cancelled cheque.
Companies Act, 2013 and the Investor Education and b) advised to register nomination in respect of their
Protection Fund Authority (Accounting, Audit, Transfer shareholding in the Company.
and Refund) Rules, 2016 as amended from time to time,
all shares on which dividend has not been claimed/paid for 25. Members holding shares in electronic mode are:
seven consecutive years or more shall be transferred to a) requested to submit their PAN and bank account
IEPF Authority. details to their respective Depository Participants
(“DPs”) with whom they are maintaining their demat
In compliance with the provisions of Section 124 of the accounts.
Companies Act, 2013, the Company has transferred 20,900
equity shares belongs to 29 shareholders of the company b) advised to contact their respective DPs for register-
to Investor Education and Protection fund Authority(IEPF) ing nomination.
on December 09, 2019 of those shareholders who have 26. Non-Resident Indian members are requested to inform
not claimed the dividends for a continuous period of 7 KFinTech / respective DPs, immediately of:
years. a) Change in their residential status on return to India for
Pursuant to Section 124(5) of the Companies Act, 2013 permanent settlement.

b) Particulars of their bank account maintained in India other modes of service as provided in Section 20 of the
with complete name, branch, account type, account Companies Act, 2013 read with the relevant Rules there-
number and address of the bank with pin code num- under. Those members, who desire to receive notice / doc-
ber, if not furnished earlier. uments through e-mail, are requested to communicate
their e-mail ID and changes thereto from time to time to
27. Members holding shares in electronic form may note
his/her Depository Participant / the Company’s Registrar
that bank particulars registered against their respective
& Share Transfer Agent as the case may be.
depository accounts will be used by the Company for
payment of dividend. The Company or its Registrars and 30. Members may also note that the 28th Annual Report for
Transfer Agents i.e. [KFin Technologies Private Limited the financial year 2019-20 will also be available on the
(“KFin”)] cannot act on any request received directly from Company’s website www.heritagefoods.in. For any com-
the members holding shares in electronic form for any munication, the members may also send requests to the
change of bank particulars or bank mandates. Such chang- Company’s investor email id: umakanta@heritagefoods.
es are to be advised only to the Depository Participant by in.
the member(s).
28. Members holding shares in electronic form are request-
ed to intimate immediately any change in their address
or bank mandates to their Depository Participants with By Order of the Board of Directors
whom they are maintaining their Demat accounts. Mem-
bers holding shares in physical form are requested to ad- Registered Office: UMAKANTA BARIK
vise any change in their address or bank mandates imme- #6-3-541/C,Panjagutta, Company Secretary &
diately to the Company / RTA.
Hyderabad – 500 082 Compliance Officer
29. Pursuant to Section 101 and Section 136 of the Compa- Telangana,India M. No: FCS-6317
nies Act, 2013 read with relevant Rules made there under, CIN: L15209TG1992PLC014332
Companies can serve Annual Reports and other communi- Website: www.heritagefoods.in
cations through electronic mode to those members who Tel.: +91-40-23391221/2
have registered their e-mail address either with the Com- Fax: +91-40-23318090
pany or with the Depository. In cases where any member E-mail: [email protected]
has not registered his/ her e-mail address with the com- Date: May 27, 2020
pany, the service of documents etc. will be effected by

Notice
ANNEXURE-1
Information of Director seeking re-appointment under Section 152 of the Companies Act, 2013, Regulation
36(3) of the SEBI (Listing Obligations and Requirements) Regulations, 2015 and Secretarial Standard-2
Brief resume of the Director, nature of his expertise in specific functional areas, names of Companies in which he hold directorships
and chairmanships of Board / Committees and their shareholding in the Company are provided below:
1. Name of the Director Dr. V. Nagaraja Naidu

Director Identification Number 00003730
Date of Birth 01-07-1947
Date of Appointment 05-06-1992
Dr. V Nagaraja Naidu, 73 years is a postgraduate in Commerce and Doctorate
in Financial Management. Dr. Naidu started his career from Administrative
Staff College of India, Hyderabad in 1972 held various positions in reputed
Profile / Qualifications & Experience Universities viz,. Professor, Dean Director etc., and taught in the fields of
Finance and Business Economics at Post graduate and Doctorate levels. He
had been the Registrar (Administrative head) of the Dr. B R Ambedkar Open
University for about 10 years.
Will be entitled to sitting fees and reimbursement of actual conveyance,
Remuneration Proposed to be paid travelling and other expenses for each Board and Committee Meetings
of the Company as approved by the Members of the Company.
Company Type Name
List of Directorships held in other Companies/ Vihaan Auto Ventures Private Limited
LLP as on 31/03/2020* Private Limited Companies Kira Techmanagement Services Private
Limited
Chairman/Member of the Committees of

the Boards of other companies in which he is Nil
Director as on 31/03/2020*
Shareholding in the Company 1,01,250 Equity Shares
Relationship with Other Directors, Manager
and other Key Managerial Personnel of the Not related to any Director / Key Managerial Personnel
Company.
* Directorship/Chairmanship/Members in Committees in Heritage Foods Ltd not included.
By Order of the Board of Directors
Registered Office: UMAKANTA BARIK

#6-3-541/C,Panjagutta, Company Secretary &
Hyderabad – 500 082 Compliance Officer
Telangana, India M. No: FCS-6317
CIN: L15209TG1992PLC014332
Website: www.heritagefoods.in
Tel.: +91-40-23391221/2
Fax: +91-40-23318090
E-mail: [email protected]
Date: May 27, 2020

Director’s Report
To the members, (50%) i.e.` 2.50/- per equity share of face value of ` 5/- each
for the financial year ended March 31, 2020, amounting to
Your Directors have a great pleasure in presenting the 28th
` 1159.95 lakhs. The dividend payout is subject to approval of
Annual Report together with the Standalone & Consolidated
members at the ensuing Annual General Meeting. The Register
Audited Financial Statements of your Company for the Financial
of Members and Share Transfer Books will remain closed
Year ended March 31, 2020.
from Friday, August 21, 2020 to Friday, August 28, 2020 (both
Financial Results days inclusive) for the purpose of payment of dividend for
(` in Lakhs) the financial year ended March 31, 2020. The Annual General
Standalone Meeting is scheduled to be held on August 28, 2020. The
Particulars
FY 2019-20 FY 2018-19 dividend payout for the year under review has been finalized
Net Sales 2,67,959.37 2,47,946.42 in accordance with the company’s dividend distribution policy
Other Operating Income 151.26 288.51
and the Company’s policy to pay sustainable dividend linked
to long term growth objectives of the Company to be met by
Total Revenue 2,68,110.63 2,48,234.93
internal cash accruals.
Add: i) Other Income 832.39 1,109.60
ii) Gain due to changes in fair value 29,448.87 13,109.85 Dividend Distribution Policy
of derivative Liability
Total Income 2,98,391.89 2,62,454.38 In terms of Regulation 43A of the Securities and Exchange
Less: i) Total Expenditure 2,54,814.66 2,30,036.03 Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), the
ii) Fair value loss on FVTPL equity 51,160.56 13,109.85
securities Company has formulated and adopted a Dividend Distribution
Profit before Finance cost, Depreciation, (7,583.33) 19,308.50 Policy with the objective of providing clarity to its stakeholders
Amortisation Expenses and Tax on the profit distribution strategies of the Company. During
Less: i) Finance cost 2,080.72 2,068.64 the year, the said Policy has been reviewed by the Board of
ii) Depreciation and 4,803.59 4,371.04 Directors of the Company and hosted on the website of the
Amortisation Expenses Company at https://www.heritagefoods.in /uploads/investors/
Profit /(Loss) before tax (14,467.64) 12,868.82 pdf/15579009416hfl-dividend distribution policy.pdf
Less: i) Provision for current Tax (including 1,850.47 4,228.00
Taxation of earlier years)
Share Capital
ii) Provision for deferred taxation (317.67) 296.63 The paid up Equity Share Capital as on March 31, 2020 stood
Profit / (Loss) after tax (16,000.44) 8,344.19 at ` 23,19,90,000/- divided into 4,63,98,000 equity shares face
value of ` 5/- each. During the year under review, the Company
Performance of the Company has not issued shares with differential voting rights nor has
Your Company, during the year under review earned revenue granted any stock options or issued sweat equity share to its
from operations (Gross) of ` 2,68,111 Lakhs, achieved an employees or directors. As on March 31, 2020, none of the
increase of 8.01% over the previous year. The profit/(loss) Directors or the Company holds any instruments convertible
before Finance Cost, depreciation & amortization and tax was of into equity shares of the Company.
` (7,583) Lakhs as against ` 19,308 Lakhs in the previous year. Deposits
Your Company has complied with all the acts, rules, regulations Your Company has not accepted any deposits from the
and guidelines issued/prescribed by the Securities Exchange Directors/ Shareholders/Public pursunt to Section 73 of the
Board of India, Reserve Bank of India, Ministry of Corporate Companies Act, 2013, read with the Companies (Acceptance
Affairs and other statutory authorities. of Deposits) Rules, 2014, and there are no unpaid/unclaimed
Transfer to General Reserves deposits nor amount of principal or interest on public deposits
was outstanding as on the Balance Sheet date.
Your Directors do not propose to transfer any amount to
general reserves for the financial year ended March 31, 2020. Buy Back of shares and disinvestment
Dividend The Company has not bought back any of its securities and
there were no disinvestment during the Financial Year ended
Your Directors have pleasure in recommending a dividend of March 31, 2020.

Director’s Report
Particulars of Loans, Guarantees or Investments availability of raw materials and the supply chain of the
company are not affected
Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 forms part of the notes to the The Company has taken conscious decision to balance
standalone financial statements provided in this Annual Report. uninterrupted operations and ensuring a safe working
However the Board has given corporate guarantee as at 31st environment. To ensure this, some team members
March, 2020 of ` 2675/- Lakhs for the credit facilities availed have been asked to report to work from their locations.
by its wholly owned subsidiary Company namely M/s. Heritage The Company has also made necessary arrangements
Nutrivet Limited (the outstanding as on March 31, 2020 was by obtaining passes from appropriate authorities as
` 2049/- Lakhs) and ` 2200/- Lakhs for the credit facilities availed per the Guidelines issued by the Government of India
by its joint venture Company namely Heritage Novandie Foods and respective States, for vehicles and individuals and
Private Limited (the outstanding as on March 31, 2020 was conducted proper sanitization of work place to ensure
` 580/- Lakhs). that staff were safe and comfortable at work place.
Particulars of Contract or Arrangements made with The rest of the staff have been asked to report to the
Related Parties workplace on alternate days based on their convenience,
thereby ensuring seamless operations, reporting and
The particulars of contracts or arrangements with related
controls. Your Company has complied the COVID-19
parties as per Section 188 of the Companies Act, 2013 and
guideline issued by the Securities Exchange Board of India.
rules made thereof and as per the Related Party Transaction
(RPT) policy the Company during the financial year ended In view of the same and considering the MCA circulars,
March 31, 2020 in prescribed Form AOC-2 is annexed to this your Company be convening the 28th AGM through VC/
Board’s Report (Annexure-1). Further there are no materially OAVM without the physical presence of the members at a
significant related party transactions during the year under common venue. However the deemed venue for the AGM
review with Promoters, Directors, Key Managerial Personnels shall be the Registered Office of the Company.
and their relatives, which may have potential conflict with
Schedule, if any, for restarting the operations;
interest of the company at large. The related party transactions
were placed before the audit committee as also to the Board Since the Company’s operations are fully functional, this
at their respective meetings for approval. All related party question does not arise.
transactions entered during the year were in the ordinary
Steps taken to ensure smooth functioning of
course of business and on arms length basis. The details of
operations
the related party transactions during the year are part of the
financial statements forming part of this Annual Report. The Company has put in place strict monitoring process
for Covid-19 precautions ensuring the following
Material changes and commitments affecting
financial position between the end of the financial • Sanitizing the premises and vehicles on regular basis
year and date of report • Maintenance of social distancing at all work places
There are no material changes and commitments affecting • Enforcing wearing of masks and regular cleaning of
financial position of the company, which occurred after hands with soap water
the end of the financial year i.e., March 31, 2020 except the
• Regular update of the health of all the employees
impact COVID-19, pandemic on the business operations of the
and their families
Company as follows,
• Thermal scanning all the employees while entering
Impact of the CoVID-19 pandemic on the
the office premises
business;
• Asking all employees to install Aarogya Setu App
The Company is categorised under “Essential
Commodities” as per the notification issued by Ministry The Company has been regularly conducting awareness
of Home Affairs (MHA) Govt. of India, for supply of Milk programs for all its employees. All employees of the
and Milk Products. The pandemic has not had any material Company have been communicated about the measures
adverse impact on the company’s business, although the taken by the Company through mails and video
sales of milk and value-added products have come down conferencing calls which includes video-clip discussions
because of the lockdown. Transportation has also been from the desk of Vice Chairperson & Managing Director
impacted initially to some extent due to absenteeism of and Executive Director of the Company explaining about
drivers. All the milk supplied by farmers was procured the steps required to be taken by individuals to maintain
and processed during the lockdown period. However, the safety.

Estimation of the future impact of CoVID-19 on its is although improving and we expect normal operations in
operations; this segment very soon.
As explained above, there has not been any material Demand for its products/services
adverse impact on the Company’s performance in During the crisis, there has been no impact on the
terms of top-line and bottom-line. We expect further supplies though there was a drop in sales in absence of
improvements as the Central & State Governments are consumption out of home.
taking initiatives for opening of the trade and commerce.
Existing contracts/agreements where non-fulfillment
Capital and financial resources of the obligations by any party will have significant
The Company does not plan to raise any capital in the impact on the listed entity’s business
near future and hence there is no impact. Presently, The Company is in a position to honor all agreements
the Company doesn’t need any additional funding from with its vendors and consumers. The vendors from whom
Banks/ Financial Institutions. However, already sanctioned the Company avails product or services, those are few in
long-term loans and working capitals are honoured by the numbers and are not in any way impacted by thepandemic.
Banks/ Financial Institutions without any additional rate of
interest and covenants Repayment of Loan installments
Profitability The Company has been repaying all the loan instalments
without any default. Even though Reserve Bank of India
As mentioned earlier, the profits are not adversely
allowed for moratorium/ deferment of instalment
impacted. The transportation segment which acts as
payments, the Company didn’t opt for it.
an enabler is marginally impacted. As of now, it can be
concluded that the Covid-19 impact on profits will not be Payments to Employee
material
During the period, the Company has paid to all its working
Liquidity position employees and none of the Employees were terminated
The Company operates on cash-and-carry basis of its from the services. The Company also covered all its
substantial business, however collection from some of employees’ under various insurance policies
the debtors has been impacted marginally with some Payments to Suppliers/Creditors
of the customers requested for a deferred payment
schedule which the company keeping in mind the long During this period, the Company didn’t default any of its
term relationship has accepted. The Company has been payment to its suppliers/ creditors.
meeting all its financial obligations. Contributed to Covid-19
Ability to service debt and other assets /financing Your Company has contributed ` 1,00,00,000 (Rupees
arrangements One Crore only) towards fight against Covid-19 pandemic
The Company has not availed moratorium for any of its to the following State Govt Relief Fund/ Disaster
installment payments and has never defaulted on any Management Fund on 1st week of ApriI 2020 out of its CSR
interest or loan installment and does not see any issue Amount of FY 2020-21
meeting future obligations too. None of the assets of i. Chief Minister/Disaster Relief Fund Andhra Pradesh-Rs.30 Lakhs
the Company have been impacted or impaired by the
ii. Chief Minister/Disaster Relief Fund Telangana-Rs.30 Lakhs
Covid-19.
iii. Chief Minister/Disaster Relief Fund Karnataka-Rs.10 Lakhs
Internal financial reporting and control iv. Chief Minister/Disaster Relief Fund Tamil Nadu-Rs.10 Lakhs
The Company has robust Internal Financial Control (IFC) v. Chief Minister/Disaster Relief Fund Maharashtra-Rs.10 Lakhs
system in place and all its locations are well networked vi. Chief Minister/ Disaster Relief Fund Delhi-Rs.10 Lakhs
with S4 Hana SAP System. Even during the lockdown with a
combination of staff working from the plants and/ offices Variation in market capitalization
etc., and all others working from home, all reporting As at March 31, Increase /
systems worked seamlessly without any disruption (decrease) in %
2020 2019
Supply chain Market capitalization
988.97 2527.07 (60.86)
(` in Crore)
Being the Company categorized under “essential
Price earnings ratio (6.18) 30.29 (122.98)
commodities” by Central Government, there has been less
impact of supply chain inward-and-outward. The situation Note: Data based on share prices quoted on BSE

Director’s Report
Management Discussion and Analysis As of 2019-20, India is the leading milk producing country in
the world, accounting for 21% of the global market share.
In terms of the provisions of SEBI (Listing Obligations &
The milk processing industry in India is expected to expand at
Disclosure Requirements) Regulations, 2015 as amended from
a compound annual growth rate (CAGR) of 16% between FY
time to time, the Management’s Discussion and Analysis is
2019-20 and FY 2023-24.
provided in a separate section and forms an integral part of
this Report. Indian Dairy Market Structure
Business Review
The Board of Directors noted on the loss before tax incurred
by the Company, as reported in the Standalone & Consolidated
Financial Statements for the Quarter and Year ended March
31, 2020, Profit & Loss impact was due to changes in the fair
value of investment in equity shares of Future Retail Limited
and fair value of corresponding derivative liabilities as per the
Agreement entered with them and in accordance with Ind AS
accounting principles as follows:
Financial Information
(` in lakhs)
Source: IMARC
Standalone Consolidated
Particulars Year Ended Year Ended India: Dairy Market Forecast (in Billion INR)
31.03.2020 31.03.2019 31.03.2020 31.03.2019 As per the research report by IMARC Group, it is estimated
Profit/(loss) that the Indian dairy industry was worth a value of INR 10,527
(14,467.64) 12,868.82 (15,337.72) 12,752.40
before tax Billion in 2019 and it anticipates the market to reach a value of
Adjustments: INR 21,971 Billion by 2024, exhibiting a CAGR of around 16%
Gain due to during the 2019-2024.
changes in
the fair value 29,448.87 13,109.85 29,448.87 13,109.85
of derivative
liabilities
Loss due to
changes in the
(51,160.56) (13,109.85) (51,160.56) (13,109.85)
FVTPL equity
securities
Profit after
above 7,244.05 12,868.82 6,373.97 12,752.40
adjustments
Your Company has not changed its nature of business during Source: IMARC
the period under review. Your Company has Two Divisions in
Organized & Unorganized Dairy Market in India
operation in different States in India as on March 31, 2020.
Being one of the primary dairy consumables in India, the
Dairy Business:
demand increase for milk in the country is owed to the
Indian Dairy Industry increasing population. As of FY 2019-20, ~81.1% of the Indian
dairy and milk processing market was part of the unorganized
India has been the leading producer and consumer of dairy
sector.
products worldwide since 1998 with a sustained growth in the
availability of milk and milk products. Dairy activities form an
essential part of the rural economy, serving as an important
source of employment and income. India also has the largest
bovine population in the world. However, the milk production
per animal is significantly low in our country as compared to
the other major dairy producers country. Moreover, nearly all
of the dairy produce in India is consumed domestically, with
the majority of it being sold as fluid milk. On account of this,
the Indian dairy industry holds tremendous potential for value- Source: IMARC
addition and overall development.

State-wise segment insights: Uttar Pradesh, Rajasthan, is expected to increase in the coming years. In order to meet
Madhya Pradesh, Gujarat and Andhra Pradesh have been the rising demand, there needs to be a marked shift from the
the major milk producing states in India. Uttar Pradesh is the unorganized to the organized sector. Moreover, consumers
largest milk-producing State because it is home to the highest now-a-days are not only hold greater buying power but also
buffalo population and the second-highest cattle population health conscious regarding what they consume. There is thus
in the country. The majority of the rural population in this a necessity to provide healthy dairy products which can be
state is engaged in livestock rearing and dairying. Gujarat has readily consumed. This creates an opportunity for boutique
numerous cooperative dairy milk unions and primary milk dairy farms to set up local operations providing fresh cow or
cooperative societies, which play crucial role in the production buffalo milk to consumers. Over and above with people having
of milk in the state. less time these days, the demand for premium value added
products such as probiotic yoghurt, cheese, milk shakes etc.
are on the rise. These products not only have a higher margin
but also have a longer shelf life which makes the supply chain
easier and cost effective.
The organised dairy sector is poised for healthy growth in
coming years. Milk production CAGR of 5% over FY12-FY19
coupled with 5-6% inflation indicates 10% growth in revenue
Source: IMARC
terms. Organised players account for just 28% of the overall
milk market and expect their share to grow going forward. Also
Value-added product wise insights: Apart from milk, the expect rising milk procurement prices to be passed on by B2C
revenue of the Indian dairy and milk processing industry is players, resulting in stable margins.
generated from several value-added products such as curd,
paneer, flavoured milk, cheese and yogurt. During the period Your Company is a market leader in the curd segment and is
FY 2016 to FY 2020, the market size of butter is expected to now looking to expand its product basket by entering into the
grow by 14.5%, curd by 14.4%, paneer by 14.1%, and ghee by fastest growing product like Yoghurt, through a Joint Venture
14.1%, among others. Company.
Export: From India, the export of dairy products has increased The motto of your company is to empower farmers by doing
to countries like Bhutan, Afghanistan, Canada, Egypt, and the the following activities
United Arab Emirates. • Facilitating loans for the purchase of cattle through
Key growth drivers of the market: India’s livestock sector commercial banks/ NBFCs
is regarded as one of the largest in the world with a bovine • Facilitating cattle insurance;
population of 299.90 Mn, which comprises of cow’s and • Conducting veterinary camps for animals at frequent
buffalo’s. The growth of the Indian dairy and milk processing intervals;
market is ensured by the steady supply of milk which is the
• Supply of high quality cattle feed and fodder seeds;
primary raw material for this industry.
• Helping to source good productive animals;
The major challenge faced by the Dairy Industry is the
• Supply of milk analyzers for ensuring accurate
organization of the supply chain and logistics. The good part is
measurement of milk quality and
that challenges are nothing but opportunities in disguise and in
order to meet this challenge headon, proactive steps need to be • Ensuring timely payment to farmers.
taken to empower farmers and provide a stronger supply chain In its bid to become a pan India player, your Company has
for them to rely on. Even though India is the largest producer of expanded its collection and distribution of products to 12 states
milk in the world, the industry itself is largely unorganized, with in India covering South, West and North India. It has almost
only 28 percent of the total milk produced being channelized 100% direct procurement network of 3 lakh dairy farmers
in an organized manner. The first step to countering this would across eight major milk producing States namely, Andhra
be to shift the focus to smaller dairy farms, which sometimes Pradesh, Telangana, Karnataka, Tamil Nadu, Maharashtra,
lack veterinary facilities and basic nutritious fodder etc. Rajasthan, Uttar Pradesh and Haryana. The direct route of milk
Increasing Demand for Milk and Value-Added procurement enables it to maintain quality. The company also
Products operates 188 bulk coolers, chilling plants and procures 13.77
lakh liters of milk per day. It operates 16 own processing plants
With an increase in the spending power of the population, with installed milk processing capacity of 25.70 lakh liters per
the demand for milk and other value-added dairy products day.

Director’s Report
Your Company procures 13.77 lakh litres of milk daily from 3 continuously investing in latest technologies and efficiencies
lakh farmers across eight states. The milk is directly procured to conserve energy.
from farmers which ensures greater consistency in milk quality
Renewable Energy Division of your Company had achieved the
and consistency in supply. The company’s installed processing
turnover of ` 939 Lakhs during the year under review
capacity is 26.70 lakh liters per day and chilling capacity is 20.51
Lakhs LPD. After processing 11.10 lakh litres of milk is sold to Subsidiary / Associate Companies
about 15 lakh households on a daily basis and the remaining is Your Company as on March 31, 2020 is having following
converted into value added products and products are available subsidiary/associate/joint venture Companies:
across 11 states viz. Andhra Pradesh, Telangana, Karnataka,
Heritage Nutrivet Limited (CIN:U15400TG2008PLC062054)
Kerala, Tamil Nadu, Maharashtra, Odisha, NCR Delhi, Haryana,
Uttar Pradesh and Uttarakhand. A wholly owned Subsidiary Company operating with Animal
Nutrition and one of the leading Live Stock Feed & Feed
The Board of Directors expressed their satisfaction about the
Supplements Company in Southern and Western India, covering
way company has handled the business during the period of
over 3 lakh farmers spread across five states viz., Andhra
COVID-19 outbreak. The initial period of the outbreak i.e.
Pradesh, Telangana, Tamil Nadu, Karnataka and Maharastra.
second half of March, 2020 the sales of the Company was
Product quality is pivotal in endeavor towards “HEALTHY MILCH
reduced by 20%, the ice-cream/Frozen Dessert sale was
ANIMAL – HAPPY FARMER”
insignificant, however other value added product sales has
reduced marginally subsequently it has gone up. During the Skil Raigam Power (India) Ltd (CIN:U40102TG2009PLC063671)
period of COVID-19 outbreak the procurement price of milk A associate Company is under process to setup a hydro power
has come down and volum increased. plant at Raigam, in Arunachal Pradesh. Your Company is having
During the financial year 2019-20, Dairy Division has increased 44.83% of shareholding in this Company.
milk Chilling capacity by 0.50 lakh LPD by commissioning of 7 Heritage Novandie Foods Pvt Ltd (CIN:U74999TG2017PTC120860)
units which includes Bulk chilling units, Mini Chilling units and
chilling centres. A 50:50 Joint Venture Company between Heritage Foods
Limited (HFL), Hyderabad, India and NOVANIDE, Maromme,
Renewable Energy Division: France with an object to manufacture and market various types
Your Company strongly recognizes the responsibility towards of Yoghurt and other dairy products in India. Heritage Novandie
protecting the environment. As a forward-looking enterprise, it Foods Private Limited (HNFPL) is in the process of building its
is strongly committed to extending the Green’ footprint. manufacturing facility in Palghar District, Maharashtra.
Your Company is taking a lot of initiatives to improve efficiencies The details of transaction are available in the AOC-1 which
of the company. Renewable energy was the major focus area in is forming part of the Annual Report. The gist of financial
the last ten years. Now your Company has 10.39 MW of solar performance of the Subsidiary/Associate/Joint Venture
and wind power for captive consumption. Your Company is companies is as follows.
` in Lakhs
Heritage Nutrivet Ltd Skil Raigam Power (India) Ltd Heritage Novandie Foods Pvt
(Wholly Owned Subsidiary) (Associate) Ltd (Joint Venture)
Particulars
year ended on year ended on year ended on
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
Total Income 10,458.63 7,403.82 - - 11.46 1.89
Total Expenses 10,388.26 7,367.03 2.21 2.09 151.54 78.59
Profit/ (Loss) before tax 70.37 36.78 (2.21) (2.09) (140.08) (76.70)
Tax expense Reversal of
- - - - - -
taxes of earlier years
Current tax expense 8.88 31.26 - - - -
Deferred tax benefit (5.87) (89.58) - - - -
Profit/ (loss) for the year 67.36 95.11 (2.21) (2.09) (140.08) (76.70)
During the financial year under review, your Company has not added/removed any subsidiaries, joint ventures or associate
companies.
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. holistic experience for the employee as well. During their tenure
in. These documents will also be available for inspection during at the Company, employees are motivated through various
the business hours of the Company at its registered office in skill- development program, engagement and volunteering
Hyderabad, India. programs. Your Company has a structured induction process
at all locations and management development programs to
Quality
upgrade skills of managers. Objective appraisal systems based
Your Company continues the journey of delivering value to on Key Result Areas are in place for all employees.
its consumers/customers through significant investments in
Your Company is committed to nurturing, enhancing and
quality programs. While sustaining existing external benchmarks
retaining talent through superior Learning & Organizational
and certifications, your Company added new certifications and
Development. This is a part of Corporate HR function and is
further enhanced the programs and initiatives to renew the
a critical pillar to support the organization’s growth and its
commitment to the culture of quality.
sustainability in long run.
Your Company adheres to international quality standard
The total strength of your Company employees at the end of
certifications such as ISO 22000:2005(FSMS), ISO
financial year 2019-20 was 3130
9001:2015(QMS), OHSAS 18001:2007, ISO 14001:2015 (EMS),
ISO 50001:2011(EnMS) and Halal Certification by JUHF Mumbai. Investor Relationship
Your Company has also received renewal of AgMark, BIS and Your Company continuously strives for excellence in its
EIA certificates. Investor Relationship (IR) engagement with Domestic and
International investors and has set up feedback mechanism
The Quality department of your Company handles large change
to measure IR effectiveness. Structured conference calls and
management initiatives to drive quality and productivity
periodic investor/analyst interactions, participation in investor
improvements across the Company, using various techniques
conferences, quarterly earnings calls and annual analyst meet
and updated technologies.
with the Executive Director, President and Business Heads
Branding were organised during the year. Your Company always believes
in leading from the front with emerging best practices in IR and
Your Company is working on new products development
building a relationship of mutual understanding with investor/
which is in line with the current consumer trend and our
analysts. Your Company ensures that relevant information
mission of brining health & happiness to every home. On the
about the Company is available to all the investors by uploading
communication front company is focusing on social & digital
all such information at the Company’s website and the Stock
media platforms as these have become an important source of
Exchanges where the shares of the company are listed.
seeking information leading to brand evaluation & adoption.
Credit Rating of Securities
Awards & Recognitions
The details of the credit rating are as follows:
During the financial year 2019-20 your Company has received
the following awards and recognitions. (a) Credit rating obtained in respect of debts : Heritage Foods
Limited
• The Company has been awarded as “Best Customer
Service Provider of the Year” organized by India Food (b) Name of the credit rating agency : Credit Rating
Safety Summit Awards 2019 in Delhi during December Information Services of India Limited (CRISIL)
2019
i. Long term Rating : CRISIL A/Stable
• The Company has been awarded as “Technology Innovator
ii. Short term Rating : CRISIL A1
of the Year” organized by India Food Safety Summit
Awards 2019 in Delhi during December 2019 (c) Date on which the credit rating was obtained : 17th Aprl,
2020
• The Company has been awarded as “Most Integrated
Company” at India Dairy Award 2020 organized by (d) Revision in the credit rating : No
Agriculture Today Group in Delhi during January 2020.
(e) Reasons provided by the rating agency for a downward
Human Resources and Industrial Relations revision : NA
Your Company takes pride in the commitment, competence Particulars of Employees and Related Disclosures
and dedication shown by its employees in all areas of business.
The table containing the names and other particulars of
To ensure good human resources management, your Company
employees in accordance with the provisions of Section
focused on all aspects of the employee lifecycle. This provides a

Director’s Report
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Policy on Director’s Appointment and Remuneration
Companies (Appointment and Remuneration of Managerial
The current policy is to have an appropriate mix of Executive
Personnel) Rules, 2014. A statement containing the names of
and Non-executive & Independent and Women Directors
every employee employed throughout the financial year and
to maintain the independence of the Board, and separate
in receipt of remuneration of ` 102 lakh or more per annum
its functions of governance and management. As on March
or employed for part of the year and in receipt of ` 8.50
31, 2020, the Board consists of 7 members, 2 of them are
lakh or more in a month under Rule 5(2) of the Companies
Executive/Whole-time directors, 1 is Non-Executive Director,
(Appointment and Remuneration of Managerial Personnel) 1 is Non-Executive Independent Woman Director and 3 are
Rules, 2014 as amended from time to time are provided in Non-Executive Independent Directors. The Board periodically
Annexure 2A & Annexure 2B to this report. evaluates the need for change in its composition and size.
Corporate Governance The policy of your Company on directors’ appointment and
Corporate governance is an ethically driven business remuneration, including criteria for determining qualifications,
process that is committed to values aimed at enhancing an positive attributes, independence of a director and other
organization’s brand and reputation. This is ensured by taking matters as provided under Subsection (3) of Section 178 of the
ethical business decisions and conducting business with a Companies Act, 2013, and SEBI (Listing Obligations & Disclosure
firm commitment to values, while meeting stakeholders’ Requirements) Regulations, 2015 was adopted by the Board. It
expectations. It is imperative that your company’s affairs are is affirmed that the remuneration paid to the directors is as per
managed in a fair and transparent manner. This is vital to gain the terms laid out in the nomination and remuneration policy
of the Company.
and retain the trust of the stakeholders.
In terms of Regulation 34 of the Securities Exchange Board
Declaration from Directors
of India (Listing Obligations and Disclosure Requirements) Your Company has received necessary declaration from all
Regulations, 2015 (hereinafter “Listing Regulations”) as directors stating that they are not debarred or disqualified
amended from time to time, a Report on Corporate Governance from being appointed or continuing as Directors of companies
along with Compliance Certificate issued by Statutory Auditors by the Securities and Exchange Board of India, Reserve Bank of
of the Company forms integral part of this Annual Report. India, Ministry of Corporate Affairs or any such other Statutory
Authority.
Auditors’ certificate on Corporate Governance
Declaration by Independent Directors
As required by SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the auditor’s certificate on Your Company has received necessary declaration from each
corporate governance is forming part of the Annual Report. independent director stating that they meet the criteria
prescribed for independence under Section 149 of the
Board Diversity Companies Act, 2013 and Regulation 25 of SEBI (Listing
Your Company recognizes and embraces the importance of Obligations & Disclosure Requirements) Regulations, 2015 and
a diverse board for its success. Your Company believes that the Board has confirmed its veracity and taken the same on
a truly diverse board will leverage differences in thought, record.
perspective, knowledge, skill and industry experience, cultural Board Evaluation
and geographical background, age and gender, which will help
the Company, retain its competitive advantage. The Board has As per the provisions of the Companies Act, 2013 and SEBI
adopted the Board Diversity Policy which sets out the approach (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time the Nomination and
to diversity of the Board of Directors. The Policy is available in
Remuneration Committee laid down criteria for performance
the Company website i.e. www.heritagefoods.in > Investor >
evaluation of individual director(s), the board and its
Policies.
committee(s). Accordingly, an annual evaluation was carried
Meetings of the Board out for the Board’s performance, its Committees and individual
director(s).
The Board met Eight (8) times during the financial year, the
details of which are given in the Corporate Governance Report The Board performance evaluation is carried out through a
that forms part of this Annual Report. The intervening gap structured questionnaire which provides a clear and valuable
between any two meetings was within the period prescribed feedback for Board effectiveness and highlighting areas for
by the Companies Act, 2013 and SEBI (Listing Obligations & further development.
Disclosure Requirements) Regulations, 2015.
The following are some of the broad issues that are considered
in performance evaluation questionnaire

Criteria for evaluation of Board and its Committees: are satisfactory, no further action is required. There were no
actions pending from the previous year observations. The
• Ability to act on a fully informed basis, in good faith, with
detailed format of Board evaluation is available in the website
due diligence and in the best interest of the company and
of the Company i.e. https://www.heritagefoods.in/uploads/
the stakeholders.
investors/pdf/15870145475Board_&_Director_Evaluation_
• Optimum combination of knowledge, skill, experience Framework.pdf
and diversity on the Board as well its Committees.
Training of Independent Directors
• Relationships and effective communication among the Every new independent director of the Board attends an
Board members. orientation program. To familiarize the new inductees with
• Effectiveness of individual non-executive and executive the strategy, operations and functions of your Company,
directors and Committees of Board. the Executive Directors/Senior Managerial Personnel
make presentations to the inductees about the Company’s
• Quality of the discussions, general information provided
strategy, operations, product and service offerings, markets,
on the company and its performance, papers and
organization structure, quality and risk management etc.
presentations to the Board.
Appointment/Re-Appointment
• Risk management as well as processes for identifying and
reviewing risks. Dr. V Nagaraja Naidu (DIN: 00003730) Non-Executive Director
of the Company retire by rotation and being eligible offers
• Well- defined mandate and terms of reference of himself for reappointment at the ensuing Annual General
Committee. Meeting as per the provisions of Section 152 of the Companies
Criteria for evaluation of Individual Directors: Act 2013 and other applicable provisions, if any, read with
the Companies (Appointment and Qualification of Directors)
• Attendance at Board as well as Committee Meetings Rules, 2014 (including any statutory modifications(s) or
• Procurement of Information, preparation for Board re-enactment(s) thereof for the time being in force) and SEBI
Meetings and value of contribution at meetings (Listing Obligations & Disclosure Requirements) Regulations,
2015.
• Relationships with fellow Board members, the company
secretary and senior management and mutual trust and Retirements and Resignations
respect they stimulated within the Board. During the year none of the Directors retired or resigned from
the Board.
• Keeping update with the latest developments in the areas
of governance and financial reporting Key Managerial Personnel
• Willingness to devote time and effort to understand the During the year under review, the Company is having the
company and its business following persons as Key Managerial Personnel.
• Providing necessary guidance using their knowledge and Name of the Official DIN/M. No Designation
experience in development of corporate strategy, major Vice Chairperson &
Mrs. N. Bhuvaneswari 00003741
Managing Director
plans of action, risk policy, and setting performance
Mrs. N. Brahmani 02338940 Executive Director
objectives.
Mr. A Prabhakara Naidu FCA 200974 Chief Financial Officer
• Independence exercised in taking decisions, listening to Mr. Umakanta Barik FCS 6317 Company Secretary
views of others and maintaining their views with resolute Dr. M Sambasiva Rao President
attitude
Committees of the Board
• Ability in assisting the Company in implementing the best Currently, the Board has six committees i.e. Audit Committee,
corporate governance practices. Nomination and Remuneration Committee, Corporate
• Capability in exercising independent judgement to tasks Social Responsibility Committee, Stakeholders Relationship
where there is potential conflict of interest Committee, Management Committee and Risk Management
Committee.
• Commitment in fulfilling the director’s obligations
fiduciary responsibilities. A detailed note on the Board and its committees is provided
under the Corporate Governance Report section in this Annual
The Board of Directors received all evaluations from each Report. The composition of the committees and compliances,
Director including Board as a whole and it’s committee based as per the applicable provisions of the Act and Rules, are as
on the above criteria, discussed various points and all points follows:

Director’s Report
Name of the Composition of the

Highlights of duties, responsibilities and activities
Committee Committee
Audit Mrs. Aparna Surabhi (C) • All recommendations made by the audit committee during the year were
committee Mr. D Seetharamaiah (M) accepted by the Board.
Mr. Rajesh Thakur Ahuja (M) • Reviewing, with the management, the quarterly financial statements
Mr. N Sri Vishnu Raju (M) before submission to the Board for approval.
Dr V Nagaraja Naidu (M)
• Approval or any subsequent modification of transactions of the Company
with related parties.
• Reviewing, with the management, the performance of statutory auditors
and internal auditors, adequacy of internal control systems, etc.
Nomination Mr. N Sri Vishnu Raju (C) • The committee oversees and administers executive compensation, operating
and Mr. D Seetharamaiah (M) under a written charter adopted by our Board of Directors.
Remuneration Mr. Rajesh Thakur Ahuja (M)
• The nomination and remuneration committee has framed the nomination and
Committee
remuneration policy.
Corporate Mr. D Seetharamaiah (C) • To formulate and recommend to the Board, a Corporate Social Responsibility
Social Mr. N Sri Vishnu Raju (M) (CSR) Policy indicating activities to be
Responsibility Mrs. N Bhuvaneswari (M)
• undertaken by the Company in compliance with provisions of the Companies
Committee
Act, 2013 and rules made there under.
• To monitor the implementation of the CSR Policy of the Company from time to
time
Stakeholders Dr. V Nagaraja Naidu (C) • The committee reviews and ensures redressal of investor grievances.
Relationship Mr. D Seetharamaiah (M)
• The committee noted that all the grievances of the investors have been
Committee Mr. N Sri Vishnu Raju (M)
resolved during the year.
Mrs. N Bhuvaneswari (M)
Risk Mr. Rajesh Thakur Ahuja (C) • The purpose of the committee is to assist the Board in fulfilling its
Management Mr. D Seetharamaiah (M) corporate governance with regard to the identification, evaluation &
Committee Mr. N Sri Vishnu Raju (M) mitigation of operational, strategic and environmental risks efficiently
Mrs. N Bhuvaneswari (M) and effectively.
• The Company has developed and implemented a risk 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 Mr. D Seetharamaiah (C) • Setting the strategic direction to guide and direct the activities of the
Committee Mr. N Sri Vishnu Raju (M) organization;
Mrs. N Bhuvaneswari (M)
• Ensuring the effective management of the organization and its activities;
and
• Monitoring the activities of the organization to ensure they are in keeping
with the founding principles, objects and values.
C- Chairperson M-Member
Policies
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for
all listed companies. All the corporate policies are available in the Company website (www.heritagefoods.in/Corportate/ 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:
Name of the policy Brief description Web link

Whistleblower Policy The Company has adopted the whistleblower mechanism for directors https://www.heritagefoods.
(Policy on vigil mecha- and employees to report concerns about unethical behaviour, actual in/uploads/investors/pdf/
nism) or suspected fraud, or violation of the Company’s code of conduct and 15578994930whistle-blow-
ethics. It also provides for adequate safeguards against victimization er-policy.pdf
of employees who availed the mechanism and also provides for direct
access to the Chairperson of the Audit Committee.

Name of the policy Brief description Web link
Insider Trading Policy The Company has adopted a Code of Conduct to Regulate, Monitor & https://www.heritagefoods.
and Code of Practices Report Trading by Insiders and Code of Practices and Procedures for in/uploads/investors/pd-
and Procedures for Fair Fair Disclosure of Unpublished Price Sensitive Information as per the f/15578999759code-of-practic-
Disclosure of Unpub- SEBI (Prohibition of Insider Trading) Regulation 2015, with a view to es.pdf
lished Price Sensitive regulate trading in securities by the Directors and Designated Persons
Information while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading
Window is closed and other certain situations. All Board of Directors
and the designated employees have confirmed compliance with the
Code.
Nomination and This policy formulates the criteria for determining qualifications, https://www.heritagefoods.
Remuneration Policy competencies, positive attributes and independence for the in/uploads/investors/
appointment of a director (executive / non-executive) and also pdf/15579001597board-diver-
the criteria for determining the remuneration of the directors, key sity-
managerial personnel and senior management of the Company. remuneration-policy.pdf
Corporate Social The policy outlines the Company’s strategy to bring about a positive https://www.heritagefoods.
Responsibility Policy impact on Society through programs relating to hunger, poverty, in/uploads/investors/ pd-
education, healthcare, environment etc., as per the provisions of the f/15578997634csr-policy.pdf
Companies Act, 2013.
Policy for Determining The policy is used to determine the material subsidiaries and material
https://www.heritagefoods.
Material Subsidiaries non-listed Indian subsidiaries of the Company and to provide the in/uploads/investors/
governance framework for them. pdf/15589549991policy-onde-
termination-
of-materialityevents.pdf
Related Party Transac- The policy regulates all transactions between the Company and its https://www.heritagefoods.
tion Policy related parties in/uploads/investors/
pdf/15578998544rpt-policy.pdf
Policy on Preservation The policy deals with the preservation of corporate records of the https://www.heritagefoods.
of Documents Company. in/uploads/investors/
pdf/15579003020 policy-on-
preservation-
of-doc.pdf
Archival Policy The policy deals with the retention and archival of corporate records https://www.heritagefoods.
of the Company. in/uploads/investors/ pdf/
15589549355archival-policy.pdf
Business Responsibility This Policy endorses the Company’s commitment to follow principles https://www.heritagefoods.
Policy and core elements, in conducting its business, as laid down in the in/uploads/investors/
National Voluntary Guidelines on Social, Environmental and Economic pdf/15579004658hfl-br-policy.
responsibilities of Business. pdf
Dividend Distribution This Policy is to ensure the right balance between the quantum of https://www.heritagefoods.
Policy Dividend paid and amount of profits retained in the business for var- in/uploads/investors/pdf/
ious purposes. 15579009416hfl-dividenddistri-
bution-policy.pdf
Policy on Determination The Policy is to determine materiality of events or information relat- https://www.heritagefoods.
of Materiality of Events ing to the Company and to ensure timely and accurate disclosure on in/uploads/ investors/pd-
all material matters concerning the Company. f/15589549991policy-ondeter-
mination-of-materialityevents.
pdf
Auditor’s & Auditor’s Report
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 the 25th Annual General Meeting held in the year 2017, approved the appointment of M/s. Walker Chandiok
& Co. LLP, Chartered Accountants (FRN 001076N/500013), as the Statutory Auditors of the Company for a term of 5 years i.e.

Director’s Report
from the conclusion of 25th Annual General Meeting till the which is annexed as Annexure-3(i) and forms part of the Annual
conclusion of 30th Annual General Meeting of the Company to Report and the same was also intimated to the Stock Exchanges
be held in the year 2022. where the shares of the Company are listed.
Pursuant to amendments in Section 139 of the Companies Pursuant to Regulation 34(3) and Schedule V Para C clause (10)
Act, 2013, the requirements to place the matter relating (i) of the SEBI (Listing Obligations and Disclosure Requirements)
to such appointment for ratification by members at every Regulations, 2015 Company has obtained a certificate from
annual general meeting has been omitted with effect from 7th Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing
May, 2018. The Board of Directors are empowered to fix the Company Secretary (CP No:1796, M.No.3738), Secunderabad
remuneration of the Statutory Auditor on yearly basis. - 500 094 which is annexed as Annexure-3(ii) and forms part
of the Annual Report and the same was also intimated to the
The Audit reports issued by M/s. Walker Chandiok & Co LLP,
Stock Exchanges where the shares of the Company are listed.
Chartered Accountants, Statutory Auditors on the Company’s
standalone and consolidated financial statements for the You Company also has obtained a secretarial Audit Report of
financial year ended 2019-20 is part of the Annual Report. its wholly owned subsidiary company namely Heritage Nutrivet
There has been no qualification, reservation or adverse remark Limited from Mrs. Khusboo Laxmi Bhagat, Partner of M/s. KLB
in their Report. & Associates, Practicing Company Secretary (CP No:14703,
M.No.9376), Hyderabad- 500016 which is annexed as Annexure-
In terms of the Section 148 of the Companies Act, 2013 (‘the
3(iii) and forms part of the Annual Report.
Act’) read with Rule 8 of the Companies (Accounts) Rules,
2014, it is stated that the cost accounting records are made The Director’s have devised proper systems to ensure
and maintained by the Company as specified by the Central compliance with the provisions of all applicable Secretarial
Government under sub-section (1) of Section 148 of the Standards issued by the Institute of Company Secretaries
Companies Act, 2013. As your Company is dealing with Skimmed of India, New Delhi and that such systems are adequate and
Milk Powder, which require to maintain the cost records. Your operating effectively.
Company has maintained all the required records as specified
Internal Auditors
by the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013 and the appointment of Cost The Company has external firms of Chartered Accountants
Auditor is not applicable. across India acting as internal auditors that review internal
controls and operating systems and procedures as per the
Secretarial Auditors and Secretarial Standards
scope of there audit. The Internal Audit Reports of the company
The Secretarial Audit was carried out by Mrs. Savita Jyoti, are reviewed by the Audit Committee on monthly basis. The
Partner, M/s. Savita Jyoti Associates, Practicing Company Internal Auditors across the company sends the quarterly audit
Secretary (CP No:1796, M.No.3738), Secunderabad - 500 observation to the Audit committee of the Board of Director
094 for the financial year 2019-20. The Report issued by the and the same were presented quarterly by the lead internal
Secretarial Auditors is annexed as Annexure-3 and forms auditor of the Company namely Mr. J Venkateswarulu, Partner
integral part of this Report. There has been no qualification, of M/s. JVSL Associates, Chartered Accountants Hyderabad.
reservation or adverse remark in their Report. The Audit Committee along with Statutory Auditors and the
management of the Company were meets all Internal Auditors
In terms of Section 204 of the Companies Act, 2013 read with
of the Company once in a year to review the internal control
the Companies (Appointment and Remuneration of Managerial
and its adequacy. The Board of Directors on recommendation
Personnel) Rules, 2014 the Board of Directors appointed Mrs.
of the Audit Committee has appointed/re-appointed the
Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing
Internal Auditors of your Company every year in compliance
Company Secretary (CP No:1796, M.No.3738), Secunderabad -
with Section 138 of the Act read with the Companies (Accounts)
500 094 as the Secretarial Auditors of the Company in relation
Rules, 2014. The detail list of Internal Auditors were provided
to the financial year 2020-21. Your Company had received the
in the corporate information section in the Annual Report.
written consent that the appointment will be in accordance
with the applicable provisions of the Act and rules framed Listing and Custodian Fees
thereunder.
The equity shares of your Company were listed at BSE Limited,
In terms of the amended SEBI (Listing Obligation and Disclosure Mumbai and National Stock Exchange of India Limited,
Requirements) Regulation, 2015 the Company has obtained Mumbai. The applicable annual listing fees were paid before
the Secretarial Compliance certificate from Mrs. Savita Jyoti, the due date. The annual custodian fees has also been paid to
Partner, M/s. Savita Jyoti Associates, Practicing Company the depositories before the due date.
Secretary (CP No:1796, M.No.3738), Secunderabad - 500 094

Significant Material Orders Passed by the Regulators Directors and one Non-Executive Director. The Audit Committee
of the Board of Directors and Statutory Auditors are periodically
There were no significant material orders passed by any
apprised of the internal audit findings and corrective actions
Regulators/Courts that would impact the going concern status
taken. The Audit Committee of the Board of Directors reviews
of the Company and its future operations.
the adequacy and effectiveness of internal control system and
Extracts of Annual Return suggests improvements if any for strengthening them. Your
Company has a robust Management Information System which
An Extract of Annual Return in Form MGT-9 as per the provisions
is an integral part of the control mechanism.
of Section 92 (3) and Section 134(3) of the Companies Act, 2013
and Rule 12 of Companies (Management and Administration) Declaration as per Section 134(3)(ca) of the
Rules, 2014 as amended from time to time, is provided in Companies Act, 2013
Annexure-4 to this report. It is also made available in the
During the year, the statutory auditors and secretarial auditor
website of the Company i.e. www.heritagefoods.in.
have not reported any instances of frauds committed by or
Internal financial control and its adequacy against the Company by its Directors/Officers/ Employees to
the Audit Committee or Board under section 143(12) of the
The Board has inter alia reviewed the adequacy and
Companies Act, 2013 and rules made thereof. Therefore no
effectiveness of the Company’s internal financial controls
detail is required to be disclosed under Section 134 (3)(ca) of
relating to its financial statements.
the Act.
The Board has discussed with the Management of the Company
CEO & CFO Certification
the major financial risk exposures and the steps taken by it to
monitor and control such exposures, overseen and reviewed The Vice Chairperson & Managing Director and the Chief
the functioning of the Whistle Blower Mechanism and the Financial Officer of the Company has given annual certification
findings in respect of the investigations conducted on frauds if on financial reporting and internal controls to the Board in
any, which were material in nature and the actions taken by the terms of Regulation 17(8) of the SEBI (Listing Obligation &
Management, in this regard. Disclosure Requirements) Regulation, 2015. Vice Chairperson
& Managing Director and the Chief Financial Officer also give
Your Company has adopted necessary policies and procedures
quarterly certification on financial results while placing the
for ensuring the orderly and efficient conduct of its business,
financial results before the Board in terms of Regulation 33(2)
including adherence to company’s policies, the safeguarding of
(a) of the SEBI (Listing Obligation & Disclosure Requirements)
its assets, the prevention and detection of frauds and errors,
Regulation, 2015. The annual certificate given by the
the accuracy and completeness of the accounting records, and
Chairperson and Managing Director and the Chief Financial
the timely preparation of financial information.
Officer forms part of this Annual Report.
During the year, such controls were tested and no reportable
Corporate Social Responsibility (CSR)
material weakness in the design or operation was observed
by the consultant appointed by the Board of Directors and Your Company has been an early adopter of corporate social
Statutory Auditors of the company responsibility (CSR) initiatives. Along with sustained economic
performance, environmental and social stewardship is a key
During the year no fraud by the Company or on the Company
factor for holistic business growth and has constituted a
by its officers or employees has been notices and reported.
Corporate Social Responsibility Committee (“CSR Committee”)
Internal Audit & Control Systems in accordance with Section 135 of the Companies Act, 2013.
Your Company has a well-defined and documented internal CSR activities, as per the provisions of the Companies Act, 2013
audit & control system, which is adequately monitored. Checks and rules made thereof, may be undertaken by the Company
& balances and control systems have been established to ensure or through a registered trust or a registered society. The
that assets are safe guarded, utilized with proper authorization CSR Committee of the Board evaluated various options to
and recorded in the books of account. The Internal control implement the CSR activities and decided to contribute the
systems are improved and modified continuously to meet mandated CSR amount to the NTR Memorial Trust, Hyderabad,
the changes in business conditions, statutory and accounting to carry out the activities such as promoting education,
requirements. enhancing the vocational skill & supply of clean drinking water
etc., as part of the CSR activities of the Company. As the NTR
These are supplemented by internal audit of your Company
Memorial Trust is operating since 1997 towards the promoting
carried out by reputed firms of Chartered Accountants across
and preventive of health care of the needy groups, meeting
the locations of the Company. Your Company has an Audit
the educational needs of underprivileged students, advancing
Committee consisting of Four Non-Executive Independent

Director’s Report
the concept of entrepreneurship and self-employment and Energy Conservation, Technology Absorption &
offering support and relief during disasters and lot more other Foreign Exchange Earnings & Outgo
initiatives for the up-liftment of the backward and needy
The particulars as prescribed under Sub-section (3)(m) of Section
population in the society.
134 of the Companies Act 2013, read with the Companies
These projects are in accordance with Schedule VII of the (Accounts) Rules, 2014 are provided in the Annexure-7 to the
Companies Act, 2013 and the Company’s CSR Policy. The Board Report.
Report as required under Rule 9 of Companies (Corporate
Transfer of Un-Claimed Dividends and Shares
Social Responsibility Policy) Rules, 2014 on CSR activities is
set out as Annexure-5 forming part of the Board’s Report and Pursuant to Section 124(5) of the Companies Act, 2013 [Section
the Policy has been uploaded on the Company’s website at 205C(2) of the Companies Act, 1956] read with the Investor
www.heritagefoods.in. Education and Protection Fund (awareness and protection
of Investors) Rules, 2001 as amended from time to time the
Heritage Farmer Welfare Trust (HFWT)
unclaimed/unpaid dividend amount of ₹11,13,714/- (Eleven
Apart from the mandatory CSR activities under the Companies Lakhs Thirteen Thousand Seven Hundred Forteen Only) for
Act, 2013 your Company continues to voluntarily support the the year 2011-12 was transferred to the Investor Education and
following social initiatives through Heritage Farmers Welfare Protection Fund during the financial year 2019-20.
Trust (HFWT).
In compliance with the provisions of Section 124 of the
• Veterinary care and cattle management practices Companies Act, 2013, the Company has transferred 20,900
through Heritage Mobile Veterinary Clinics, (equipped equity shares belongs to 29 shareholders of the company
with necessary tools and trained human resources) for to Investor Education and Protection fund Authority (IEPF)
providing door-step veterinary services to the Milch on December 09, 2019 of those shareholders who have not
Animals and empowering cattle owners with advanced claimed the dividends for a continuous period of 7 years.
technology and knowledge on best cattle management Pursuant to Section 124(5) of the Companies Act, 2013 [Section
and feeding practices. The Mobile veterinary vans conduct 205C (2) of the Companies Act, 1956] read with the Investor
free health camps in the needy villages. Education and Protection Fund (awareness and protection
• Extending Insurance coverage for accidental death of of Investors) Rules, 2001 as amended from time to time the
farmer members, Incentive for fodder development & unclaimed/unpaid dividend and the shares thereof pertaining
reward for Meritorious Students from farmer’s families. for the financial year 2012-13 shall be transferred to the
Investor Education and Protection Fund during the financial
• The HFWT impact during the year for Mobile Veterinary year 2020-21.
clinic as follows:
The information in respect of unclaimed/unpaid dividend &
No of Cattles No of Cattle Health shares thereto and the last date for claiming the dividend are
Treated 1,63,714 Camps Organized 2,590
given below:
No of Artificial No of Video Films
Inseminations 1,255 Shown 2,486
Unclaimed/Unpaid Dividend
Business Responsibility Report (BRR) Last date as on March 31, 2020
Financial Date of
for claiming
year Declaration
unpaid Amount
Pursuant to regulation 34(2)(f) of SEBI (Listing Obligation and ended of Dividend
Dividend outstanding
No of
Disclosure Requirements) Regulations, 2015, top 500 listed Shares
(Rs. in Rupees)
entities based on their market capitalisation as on 31st March 2012-13 17-07-2013 19-08-2020 13,02,991 434330
every year, are required to submit their Business Responsibility
2013-14 26-09-2014 29-10-2021 26,85,012 895004
Report (BRR) as a part of their Annual Report. The Annual
Report shall contain a Business Responsibility Report (BRR) 2014-15 24-09-2015 28-10-2022 23,00,142 766714
describing the initiatives taken by the Company from an 2015-16 19-08-2016 22-09-2023 1,797,153 599051
environmental, social and governance perspective. BRR has 2016-17 23-08-2017 25-09-2024 3,465,584 866396
been designed as a tool to help companies understand the
2017-18 30-08-2018 02-10-2025 1,583,812 791906
principles and core elements of responsible business practices
2018-19 30-08-2019 02-10-2026 1,510,088 755044
and start implementing improvements which reflect their
adoption in the manner the company undertakes its business.
In compliance with the regulation, the Business Responsibility The voting rights on the shares outstanding shall remain frozen
Report is annexed in Annexure-6 to the board report. till the rightful owner of such shares claims the shares. The
company sends reminders to the shareholders concerned to

claim the unclaimed and unpaid dividends & shares thereto The following are the summary of sexual harassment
before they are transferred to the IEPF Authority as per the complaints received and disposed off during the year:
applicable provisions.
Status of the No. of
Sl
The shareholders whose shares got transferred to IEPF Particulars complaints received
No
Authority shall claim the dividends and shares from IEPF and disposed off
Authority by submitting an online application in the prescribed Number of complaints on Nil
1
Form No. IEPF-5 available on the website www.iepf.gov.in sexual harassment received
and the procedure prescribed thereon. The frequented asked Number of complaints disposed Nil
2
questions (FAQ) about claim is attached in the annual report off during the year
for benefit the shareholders. Number of cases pending for Not Applicable
3
more than ninety days
Mr. Umakanta Barik is the Nodal Officer who was appointed by
Number of workshops or The Company
the Company under the provisions of IEPF. awareness programmes regularly conducts
Risk Management 4 against sexual harassment necessary awareness
carried out programmes for its
Your Company have constituted a Risk Management Committee employees
pursuant to Section 134 (3) (n) of the Companies Act, 2013 Nature of action taken by the Not Applicable
5
& Regulation 21 of SEBI (Listing Obligations & Disclosure employer or district officer
Requirements) Regulations 2015, which has been entrusted
Vigil Mechanism policy
with the responsibility to assist the Board in (a) Overseeing and
approving the Company’s enterprise wide risk management The Board of Directors of the Company had adopted the
framework; and (b) Overseeing that all the risks that the Whistle Blower Policy in compliance with the provisions of
organization faces such as strategic, financial, credit, market, Section 177 of the Companies Act, 2013 and Regulation 22
liquidity, security, property, Information Technology, legal, of the SEBI (Listing Obligations and Disclosure Requirements)
regulatory, reputational and other risks have been identified Regulations, 2015. A mechanism has been established for
and assessed and there is an adequate risk management employees to report concerns about unethical behaviour,
infrastructure in place capable of addressing those risks. actual or suspected fraud, or violation of Code of Conduct
and Ethics. It also provides for adequate safeguards against
The Committee had formulated a Risk Management Policy for
the victimization of employees who avail of the mechanism
dealing with different kinds of risks which it faces in day to day
and allows direct access to the Chairperson of the Audit
operations of the Company. Risk Management Policy of the
Committee in exceptional cases. The Audit Committee
Company outlines different kinds of risks and risk mitigating
reviews periodically the functioning of whistle blower
measures to be adopted by the Board. The Risk Management
mechanism. No complaint have been received during the
Procedure shall be reviewed by the Risk Management
Financial Year ended March 31, 2020. No personnel have
Committee and Board of Directors on a half- yearly basis at the
been denied access to the Audit Committee.
time of review of Financial Results of the Company.
The details of said vigil mechanism are given in Corporate
The policy is available in the Company website: www.
Governance Report, which forms part of this Annual Report.
heritagefoods.in>Investor>policies
A copy of the Whistle Blower Policy is available in the
Policy on Sexual Harassment company’s website i.e. www.heritagefoods.In.
The Company has always believed in providing a safe and Indian Accounting Standards (Ind AS)
harassment free workplace for every women working in
The Company has adopted Indian Accounting Standards
Company’s premises, through various interventions and
(Ind AS) with effect from April 1, 2017 pursuant to Ministry
practices. The Company has adopted policy and constituted
of Corporate Affairs’ notification of the Companies (Indian
the Internal Complaint Committee under Prevention of Sexual
Accounting Standards) Rules, 2015. The standalone and
Harassment of Women at Workplace in accordance with the
consolidated financial statements of the Company, forming
Sexual Harassment of Women at Workplace (Prevention,
part of the Annual Report, have been prepared and presented
Prohibition and Redressal) Act, 2013.
in accordance with all the material aspects of the Indian
The Company has not received any complaints during the year. Accounting Standards (‘Ind AS’) as notified under section 133
of the Companies Act 2013 read with the Companies (Indian
The Company regularly conducts awareness programmes for
Accounting Standards) Rules 2015 (by Ministry of Corporate
its employees.
Affairs (‘MCA’)) and relevant amendment rules issued

Director’s Report
thereafter and guidelines issued by the Securities Exchange and estimates that are reasonable and prudent so
Board of India (“SEBI”). as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
Prevention of Insider Trading Code
2019-20 and of the profit and loss of the Company for
As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as that period.
amended from time to time, the Company has adopted a Code
• They have taken Proper and sufficient care for the
of Conduct for Prevention of Insider Trading. The Company
maintenance of adequate accounting records in
has appointed Mr. Umakant Barik, Company Secretary of the
accordance with the provisions of the Companies Act,
Company as Compliance Officer, who is responsible for setting
2013 for safeguarding the assets of the company and for
forth procedures and implementation of the code of conduct
preventing and detecting fraud and other irregularities if
for trading in Company’s securities. During the year under
any,
review, there has been due compliance with the said code.
• The annual accounts of the company have been prepared
Director’s Responsibility Statement as required
on a going concern basis.
under Section 134 (3)(c) & (5) of the Companies Act,
2013. • They have laid down internal financial controls to be
followed by the company and that such internal financial
The financial statements are prepared in accordance with the
controls are adequate and were operating effectively; and
provision of Section 129 of the Companies Act, 2013 read with
Schedule III of the Companies Act, 2013 and the rules made • They have devised proper systems to ensure compliance
thereof, Ind-AS and Generally Accepted Accounting Principles with the provisions of all applicable laws and that such
(GAAP) under the historical cost convention on accrual basis systems were adequate and operating effectively.
except the sale proceeds received under REC Mechanism of the
Acknowledgement and Appreciation
Renewable Energy. GAAP comprises mandatory accounting
standards as prescribed under Section 133 of the Companies The Directors regrets the loss of life due to Covid-19 pandemic
Act, 2013 (‘the Act’), read with Rule 7 of the Companies and are deeply grateful and have immense respect for every
(Accounts) Rules, 2014, the provisions of the Act and guidelines person who risked their life and safety to fight this pandemic.
issued by the Securities and Exchange Board of India (SEBI).
The Board takes this opportunity to thank all consumers,
There are no material departures from prescribed accounting
customers, farmers, vendors, investors, bankers and Statutory
standards in the adoption of these standards.
Authorities for their continued support during the year. The
The Board Directors to the best of their knowledge and Board also wishes to place on record its sincere appreciation of
understand confirm that: the effort/ contribution made by its employees at all levels for
their hard work, dedication and commitment. The enthusiasm
• In the preparation of the annual accounts (Standalone &
and unstinting efforts of the employees have enabled the
Consolidated) for the financial year 2019-20, the applicable
Company to remain an industry leader. The Company’s
accounting standards have been followed along with
consistent growth was made possible by their hard work,
proper explanation relating to material departures.
solidarity, cooperation and support and look forward to their
• They have selected such accounting policies and continued support in the future.
applied them consistently and made judgments
For and on behalf of

Registered Office:
#6-3-541/C, Panjagutta,
Hyderabad – 500 082
Telangana, India
CIN: L15209TG1992PLC014332
Ph: +91-40-23391221/2 D SEETHARAMAIAH N BHUVANESWARI
E-mail: [email protected] Chairperson Vice-Chairperson & Managing Director
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

Annexure-1
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transac-
tions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis : Nil
There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2020, which were not
at arms length basis.
Details of contracts or arrangement or transactions at arms length basis : m
Value of
contracts/
Duration of
arrangements/
Sr. Name(s) Transactions with contracts/
Nature of Relationship transactions
No. of the related party Related Parties arrangements/
during the
transactions
Year
(` In Lakhs)
1 Heritage Nutrivet Limited Wholly Owned Subsidiary Investment made 760.00 Not Applicable
Company Sale of products 23.54
Financial guarantee 23.39
income
Purchases 5,453.37
Lease rental income 18.27
Purchase of Property, 3.65
plant and Equipment
Expenditure incurred on 7.69
behalf of HNL
2 Heritage Novandie Foods Joint Venture Company Financial guarantee 2.44 Not Applicable
Private Limited income
Lease rental income 9.54
Rent deposit received 4.50
Reimbursement of 0.18
insurance proceeds
received on behalf of
HNFPL
Expenditure incurred on 0.97
behalf of HNFPL
3 Heritage Farmers Welfare Enterprises in which Key Lease rental income 1.27 Not Applicable
Trust Managerial Persons exercise Expenditure incurred on 0.42
significant influence. behalf of HFWT
4 Heritage Finlease Limited Enterprises in which Key Dividend received 4.00 Not Applicable
Managerial Persons exercise Remittance of dairy 7,373.90
significant influence. loan proceeds collected
on behalf of Heritage
Finlease Limited
Disbursement of loans 96.80
to employees of the
Company
Loan facilitation charges 15.43

Director’s Report
Value of
contracts/
Duration of
arrangements/
Sr. Name(s) Transactions with contracts/
Nature of Relationship transactions
No. of the related party Related Parties arrangements/
during the
transactions
Year
(` In Lakhs)
5 Nirvana Holdings Private Enterprises in which Key Dividend paid 102.91 Not Applicable
Limited Managerial Persons exercise
significant influence and
holding 10% or more share
holding in the company
6 NTR Memorial Trust Enterprises in which Key Implementing agency for 222.75 Not Applicable
Managerial Persons exercise CSR activities
significant influence.
7 Mrs. N. Bhuvaneswari Key Managerial personnel Short-term employee 399.33 Not Applicable
(Vice Chairperson and benefits
Managing Director) Post-employment 12.96
benefits
Other long-term ben- 8.65
efits
8 Mrs. N. Brahmani Key Managerial personnel Short-term employee 319.47 Not Applicable
(Executive Director) benefits
Post-employment 6.48
benefits
9 Dr. M. Sambasiva Rao Key Managerial personnel Short-term employee 219.21 Not Applicable
(President) benefits
benefits
10 Mr. A. Prabhakara Naidu Key Managerial personnel Short-term employee 56.60 Not Applicable
(Chief Financial Officer) benefits
benefits
Other long-term ben- 3.13
efits
11 Mr. Umakanta Barik Key Managerial personnel Short-term employee 28.12 Not Applicable
(Company Secretary & benefits
Compliance Officer) Post-employment 1.52
benefits

Registered Office:
Telangana, India
CIN: L15209TG1992PLC014332
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

Annexure-2 (A & B)
PARTICULARS OF EMPLOYEE
(As per Sub-section (12) of section 197 of the Act and rules made thereof as amended from time to time)
A. Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
i. Remuneration paid to whole-time directors
% increase/ Excl. WTD Incl. WTD

Remune- Remune-
(Decrease) of
ration in FY ration in FY Ratio of Ratio of
Name of the director Title remuneration in FY
2019-20 2018-19 remuneration remuneration
2019 -20 as compared
(` in Lakhs)* (` in Lakhs)* to MRE to MRE
to FY 2018-19
Vice Chairman
Mrs. N. Bhuvaneswari & Managing 399.33 693.64 (42.43) 229.50 229.50
Director
Executive
Mrs. N. Brahmani 319.47 554.91 (42.43) 183.60 183.60
Director
MRE: Median Remuneration of Employees
* Remuneration including salary, Perks & Performance/Annual Pay
Note: Mrs. N Bhuvaneswari, Director and Mrs. N Brahmani, Managing Director of the wholly owned subsidiary Company viz.
M/s. Heritage Nutrivet Ltd., except the sitting fee of ` 0.50 lakhs & ` 0.50 lakhs respectively for attending the Board
meeting of the wholly owned subsidiary Company they have not received any other remuneration for the FY 2019-20.
ii. Remuneration/Sitting Fee paid to Non-Executive Directors
Sitting Fee in Sitting Fee in % increase /(decrease) of

Name of the director FY 2019-20 FY 2018-19 remuneration in FY2019-20
(Rs. in Lakhs) (Rs. in Lakhs) as compared to FY 2018-19
Mr. D. Seetharamaiah 5.40 3.90 38.46
Mr. N Sri Vishnu Raju 4.70 3.90 20.51
Mr. Rajesh Thakur Ahuja 4.20 2.40 75.00
Mrs. Aparna Surabhi 3.50 0.20 1650.00
Dr V Nagaraja Naidu 4.20 2.20 90.91
iii. Remuneration of other Key Managerial Personnel (KMP)
% increase / Excl. WTD Incl. WTD

(decrease) of
Remuneration Remuneration Ratio of
remuneration Ratio of
Name of the KMP Title in FY 2019-20 in FY 2018-19
in FY2019-20 Remuneration Remuneration
(Rs. in Lakhs) (Rs. in Lakhs) to MRE and
as compared to MRE
to FY 2018-19 WTD
Dr. M Sambasiva Rao President 219.21 267.82 (18.15) 125.98 125.98
Mr. A. Prabhakara Naidu CFO 56.60 56.68 (0.14) 32.53 32.53
Mr. Umakanta Barik CS 28.12 28.16 (0.14) 16.16 16.16
* Remuneration including Salary, Variable Pay, Perks & Performance Incentive
o The annual Median Remuneration of Employees (MRE) excluding Whole-time Directors (WTDs) was ` 174000 and ` 1,56,000
in financial year 2019-20 and financial year 2018-19 respectively. There is 11.54% change in MRE (excluding WTDs) in financial
year 2019-20, as compared to financial year 2018-19.
o The annual Median Remuneration of Employees (MRE) including Whole-time Directors (WTDs) was ` 174000 and ` 1,56,000
in financial year 2019-20 and financial year 2018-19 respectively. There is 11.54% change in MRE (including WTDs) in financial
year 2019-20, as compared to financial year 2018-19.

Director’s Report
o The number of permanent employees on the rolls of the Company as of March 31, 2020 was 3130
o The revenue growth of the Company during financial year 2019-20 over previous financial year was 8.40%
o The aggregate remuneration of employees excluding WTD increase in FY 2019-20 over the previous financial year was 17.31%
o The aggregate remuneration of employees including WTD increase in FY 2019-20 over the previous financial year was 18.11%
o The aggregate remuneration of KMP decreased in FY 2019-20 over the previous financial year was 13.77%
iii. Statement required under Rule 5(2) of the Companies (appointment and remuneration of Managerial Personal)
Rules, 2014.
Annual
Gross
Remu- Total
Date of No of Eq-
neration Years Last Employment
S. Designa- Qualifica- Joining in Age uity Shares
Director/Employee Name Received of before Joining the
No tion tion the Com- (Yrs) held in the
for FY19- Experi- Company
pany Com- pany
20** ence
(` in
Lakhs)
1 Mrs. N Bhuvaneswari VC&MD 399.33# B.A 26 12.12.1999 58 - 10661652
Vertex Venture
B. Tech.,
2 Mrs. N. Brahmani ED 319.47# 12 28.06.2013 32 Management Pvt 202000
MBA
Ltd, Singapore.
Joint Secretary,
Ministry Of
1 Dr. M Sambasiva Rao President 219.21 M.Sc ., PhD 36 23.01.2006 63 Commerce And 86779
Industry, Govt. Of
India.
Heritage Foods
2 Mr. A Prabhakara Naidu CFO 56.60 B.Sc., C.A 31 22.09.2005 59 -
Limited
Reliance Life
3 Mr. Jangam Samba Murthy Sr. VP 51.39 MBA (Mkt) 31 01.04.2007 54 600
Science Ltd
M.Tech., Reliance Indus-
4 Mr. Chilakalapudi Rajababu Sr. GM 40.49 23 12.04.2007 46 -
MDBA tries Ltd
IDD (DT),
5 Mr. D.V.R.K Prasad VP 40.02 37 07.11.1996 58 Salem Dairy -
BBA
Meritor Com-
MBA(HR),
mercial Vehicle
6 Mr. Dheeraj Tandon GM 35.53 PG Dip. 21 05.10.2016 45 40
Systems (India)
(T&D)
Pvt Ltd
Flourish Pure
7 Mr. Hiranmay Gupta GM 32.74 MBA (Mkt) 24 22.02.2016 48 -
Foods
M.Sc,(CS),
8 Mr. Kotta Raja Babu GM 32.41 PG DRDM. 37 03.08.2007 59 Patni Computers -
IDD(DT)
Real Time Gov-
MBA (Mkt),
9 Mr. Balaji Adivishnu GM 28.30 20 27.06.2019 45 ernance-Govt. -
MSc (Maths)
of AP
MA, LLB, Biological E
10 Mr. Umakanta Barik CS 28.12 19 28.01.2008 48 -
FCS, LIII Limited
# Remuneration including salary, Perks & Performance/Annual Pay
* Remuneration includes Salary & Performance incentive
** Gross Remuneration includes Monthly Remuneration, Variable Pay

All the above appointment are contractual and they are not relative of any Director of the company except Mrs. N Bhuvaneswari
and Mrs. N Brahmani are related to each other.
None of the employees of the company are working out side of India.
B. Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014
i. Details of employee Employed throughout the financial year was in receipt of remuneration for that year which in the
aggregate, was not less than One Crore and Two lakh rupees
Educational Gross Remu-

Employee Designa- Experience Date of Previous employment
qualifica- Age neration Paid
name tion (in years) joining and designation
tion (` in Lakhs)
Dr. M
Joint Secretary, Ministry of Com-
Samba- President M.Sc., Ph.D. 63 36 23/01/2006 219.21*
merce and Industry Govt. of India
siva Rao
* Remuneration includes Salary & Performance incentive
ii. Details of employee Employed of the part of the financial year was in receipt of remuneration for any part of that year at a
rate which, in the aggregate, was not less than Eight Lakhs and Fifty Thousand rupees per month: NIL

Registered Office:
Telangana, India
CIN: L15209TG1992PLC014332
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

Director’s Report
Annexure-3
FORM No. MR-3

SECRETARIAL AUDIT REPORT
For the Financial year ended 31st March, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Per-
sonnel) Rules, 2014]
To,
The Members,
CIN:L15209TG1992PLC014332
# 6-3-541/C, Panjagutta,
Hyderabad-500082
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corpo-
rate practices by M/s. Heritage Foods Limited (herein after called the “Company”). Secretarial audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company’s, books, papers, minute books, forms and returns filed and other records maintained by
the company and also the information provided by the Company, its officers and authorized representatives during the conduct
of secretarial audit, we hereby report that in our opinion, the company has during the audit period covering the financial year
ended on 31st March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-
processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
(records were verified in electronic form due to situation of “COVID-19”) for the financial year ended on 31st March, 2020 according
to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under as amended from time to time;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
as amended from time to time:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended from time to
time
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999; -- N.A.
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; -- N.A.

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regard-
ing the Companies Act and dealing with client;
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; -- N.A.
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; -- N.A.
(j) The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015.
We have also examined compliance with the applicable clauses of the following as amended from time to time:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India, New Delhi.
(ii) The Listing Agreements entered into by the Company with the BSE Limited and The National Stock Exchanges of India
Limited, Mumbai
During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guide-
lines, Standards, etc., mentioned above.
We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant
documents and records in pursuance thereof, on test-check basis:
The management has identified and confirmed the following laws as being specifically applicable to the Company:
i) Food Safety and Standards Act, 2006 and the Rules made there under.
ii) The Prevention of Foods Adulteration Act, 1954 and the Rules made there under.
We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors & Woman Directors. There is no change in the composition of the Board of
Directors during the period under review in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
We further report that based on our limited review of the compliance mechanism established by the Company, there appear ad-
equate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further Report that during the audit period of the Company: There was no instance of: Demerger/ Restructuring/ Scheme of
Arrangement
We further report that, during the audit period of the company, there was no events which required the approval of its members.
We further report that, there are adequate systems and processes in the company commensurate with the size and operations
of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that, our Audit was subjected only to verifying adequacy of systems and procedures that are in place for ensur-
ing proper compliances on the part of the Company.
for SAVITA JYOTI ASSOCIATES
Place: Hyderabad
Date: 18.05.2020
Savita Jyoti
Partner
M No. FCS-3738, CP. No. 1796
UDIN# F003738B000252943
This Report is to be read with our testimony of even date which is annexed as Annexure- A and forms an integral part of this report.

Director’s Report
ANNEXURE-A TO SECRETARIAL AUDIT REPORT

To
The Members
Hyderabad
Our report of even date is to be read along with this supplementary testimony.
a) Maintenance of Secretarial record is the responsibility of management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
b) We have followed the audit practices and processes that were appropriate to obtain reasonable assurance about the cor-
rectness of the contents of the secretarial records. The verification was done on a test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our
opinion.
c) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
d) Whenever required, we have obtained Management representation about the compliance of laws, rules and regulations and
happenings of events etc. We have also verified the applicable provisions of IEPF which is complied by the Company.
e) The Compliance of the provisions of Corporate and other applicable laws, rules and regulations, standards is the responsibil-
ity of management. Our examination was limited to the verification of procedures on test basis.
f) The Secretarial Audit is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management conducted the affairs of the Company
For SAVITA JYOTI ASSOCIATES
Place: Hyderabad
Date: 18.05.2020
Savita Jyoti
Partner
M No. FCS-3738, CP. No. 1796
UDIN# F003738B000252943

Annexure-3(i)
SECRETARIAL COMPLIANCE REPORT OF
M/S. HERITAGE FOODS LIMITED
CIN:L15209TG1992PLC014332
#6-3-541/C, Panjagutta, Hyderabad- 500 082, Telangana, INDIA
[as per the regulation 24(A) of SEBI (LO&DR) Regulations,2015 as amended from time to time]
I, Savita Jyoti, Partner of M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796, M.No.3738), have examined:
(a) all the documents and records made available to us and explanation provided by M/s. Hetritage Foods Limited
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the Company,
(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification for the year ended 31st March,
2020 in respect of compliance with the provisions of :
(i) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder;
and
(ii) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines
issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018
(d) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(e) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; : Not Applicable during the
year under review
(f) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not Applicable during the year under
review
(g) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the year under
review
(h) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations,2013;
Not Applicable during the year under review
(i) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and based on the above examination, I/We hereby report that, during the Review Period:
(i) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except
in respect of matters specified below:-
Sr. Compliance Requirement Deviations Observations/ Remarks of the
No (Regulations/ circulars / guidelines Practicing Company Secretary
including specific clause)
NIL NIL NIL
(ii) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued
thereunder insofar as it appears from my/our examination of those records.
(iii) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by
SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under
the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
Sr. Action Details of Details of action taken E.g. fines, Observations/ remarks of the Practicing Company
No taken by violation warning letter, debarment, etc. Secretary, if any.
NIL NIL NIL NIL
(iv) The listed entity has taken the following actions to comply with the observations made in previous reports:
Observations of the Practicing Observations made in the sec- Actions taken by the Comments of the Practic-
Sr. Company Secretary in retarial compliance report for listed entity, if any ing Company Secretary on
No the previous reports the year ended… the actions taken by the
listed entity
NIL NA NIL NIL
Place: Hyderabad
Date: 18.05.2020
Savita Jyoti
Partner
M No. FCS-3738, CP. No. 1796
UDIN# F003738B000251931

Director’s Report
Annexure-3(ii)
CERTIFICATE
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclo-
sure Requirements) Regulations, 2015)
To,
The Members,
CIN:L15209TG1992PLC014332
# 6-3-541/C, Panjagutta,
Hyderabad-500082
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s. Heritage
Foods Limited having CIN:L15209TG1992PLC014332 and having registered office at # 6-3-541/C, Panjagutta, Hyderabad-500082,
Telangana, India produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation
34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers,
we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st
March, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Sr. Date of Last appointment

Name of Director DIN
No. in Company
1 Mr, Devineni Seetharamaiah 00005016 01/04/2019*
2 Mr. N Sri Vishnu Raju 00025063 26/09/2014
3 Mr. Rajesh Thakur Ahuja 00371406 19/08/2016
4 Mrs. Aparna Surabhi 01641633 01/04/2019*
5 Dr Vadlamudi Nagaraja Naidu 00003730 26/09/2014
6 Mrs. N Bhuvaneswari 00003741 01/04/2019*
7 Mrs. N Brahmani 02338940 01/04/2019*
* Shareholders of the Company had appointed/re-appointed the Directors through postal ballot w.e.f. 01/04/2019
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.
Place: Hyderabad
Date: 18.05.2020
Savita Jyoti
Partner
M No. FCS-3738, CP. No. 1796
UDIN# F003738B000252921

Annexure-3(iii)
FORM No. MR-3

SECRETARIAL AUDIT REPORT
HERITAGE NUTRIVET LIMTIED
(Wholly owned subsidiary Company of the Company)
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
To,
The Members,
Heritage Nutrivet Limited
CIN: U15400TG2008PLC062054
# 6-3-541/C, 4th Floor,
Panjagutta, Hyderabad-500082
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by M/s. Heritage Nutrivet Limited (herein after called the “Company”). Secretarial audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s, books, papers, minute books, forms and returns filed and other records maintained by
the company and also the information provided by the Company, its officers and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the company has during the audit period covering the financial year ended on
31st March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March, 2020 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under as amended from time to time;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
to the extent applicable to the company:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not
Applicable
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended from time to time; Not Applicable
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999; Not Applicable
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; -- Not Applicable
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; Not Applicable

Director’s Report
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; -- Not Applicable.
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; -- Not Applicable
(i) The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. Not
Applicable
We have also examined compliance with the applicable clauses of the following as amended from time to time:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India, New Delhi.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
I further report that, the Company has, in my opinion generally complied with the provisions of the Companies Act, 2013 and the
Rules made there under that Act as notified by the Ministry of Corporate Affairs and the Memorandum and Articles of Association
of the Company, with regard to
a) Maintenance of various statutory registers and documents and making necessary entries therein.
b) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central
Government
c) The Annual General Meeting held on 23rd August, 2019.
d) Minutes of the proceedings of General meetings and of the Board Meetings.
e) Constitution of the Board of Directors, appointment, retirement and reappointment of Directors including the Managing
Director and Whole time Directors.
f) During the year under review the Board of Directors met 6 times, i.e 14th May, 2019, 18th June, 2019, 24th July, 2019, 17th
October, 2019, 24th January, 2020 and 23rd March, 2019. The time gap between the two Board meetings is within 120
days.
g) No Payment of remuneration was made to Directors except sitting fees.
I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant
documents and records in pursuance thereof, on test-check basis, the Company has generally complied with the applicable laws
applicable specifically to the Company.
I further report that, based on the information received and records maintained there are adequate systems and process in the
Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
For K L B & ASSOCIATES
Khusboo Laxmi Bhagat

Place: Hyderabad M. No. 9376, CP. No. 14703
Date: 13-05-2020 UDIN# F009376B000233952

ANNEXURE-A TO SECRETARIAL AUDIT REPORT
HERITAGE NUTRIVET LIMTIED
(Wholly owned subsidiary Company of the Company)
To,
The Members,
Heritage Nutrivet Limited
CIN: U15400TG2008PLC062054
# 6-3-541/C,4th Floor,
Panjagutta, Hyderabad-500082
My report of even date is to be ready along with this supplementary testimony.

a) Maintenance of Secretarial record is the responsibility of management of the Company. Our responsibility is to express an
opinion on these secretarial records based on out audit.
b) I have followed the audit practices and processes that were appropriate to obtain reasonable assurance about the correct-
ness of the contents of the secretarial records. The verification was done on a test basis to ensure that correct facts are re-
flected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.
c) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
d) Whenever required, I have obtained Management representation about the compliance of laws, rules and regulations and
happenings of events etc.
e) The Compliance of the provisions of Corporate and other applicable laws, rules and regulations, standards is the responsibil-
ity of management. My examination was limited to the verification of procedures on test basis.
f) The Secretarial Audit is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management conducted the affairs of the Company.
For K L B & ASSOCIATES
Khusboo Laxmi Bhagat

Place: Hyderabad M. No. 9376, CP. No. 14703
Date: 13-05-2020 UDIN# F009376B000233952

Director’s Report
Annexure-4
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2020
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1)
Of the Companies (Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN : L15209TG1992PLC014332
Registration Date : 05.06.1992
Name of the Company : HERITAGE FOODS LIMITED
Category /sub-Category of the Company : Company Limited by Shares /Indian Non-Govt. Company
Address of the Registered office and Contact : # 6-3-541/C, Panjagutta, Hyderabad - 82, Telangana, India
details
Whether Listed Company : Yes
Name, Address and contact details of Registrar : Kfin Technologies Private Limited
and Transfer Agent, if any Karvy Selenium Building, Tower B, Plot No. 31-32, Gachibowli
Financial District, Nanakramguda, Tel: 040 6716 1566
II. PRINCIPAL BUSINESS ACITVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
Sl. Name and Description of % to total turnover of

NIC Code of the Product/ Service
No Main Product/Services the Company
1 Milk 1050 65.47
2 Milk Products 1050 32.44
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Holding/
S. Name and Address % of Shares Applicable
CIN/GLN Subsidiary/
No of the Company hold Section
Associate
Wholly Owned
1. Heritage Nutrivet Ltd U15400TG2008PLC062054 100.00% 2(87)(ii)
Subsidiary
2. SKIL Raigam Power (India) Ltd U40102TG2009PLC063671 Associate 44.83% 2(6)
3. Heritage Novandie Foods Pvt Ltd U74999TG2017PTC120860 Joint Venture 50.00% -
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Shareholding
No. Of Shares Held At The Beginning Of No. Of Shares Held At The End Of The
%
Category Of The Year 30/03/2019 Year 31/03/2020
Change
Shareholder % Of % Of
During
Demat Demat Physical Total Total Demat Physical Total Total
The Year
Shares Shares
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
Promoter And
(A)
Promoter Group
(1) INDIAN
(a) Individual /HU’;F 16065342 0 16065342 34.63 16065792 0 16065792 34.63 0.00
Central Government/
(b) 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)o
(c) Bodies Corporate 2447600 0 2447600 5.28 2447600 0 2447600 5.28 0.00
Financial Institutions /
(d) 0 0 0 0.00 0 0 0 0.00 0.00
Banks
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) : 18512942 0 18512942 39.90 18513392 0 18513392 39.90 0.00

%
Change
During
The Year
Shares Shares
(2) FOREIGN
Individuals (NRIs/
(a) 0 0 0 0.00 0 0 0 0.00 0.00
Foreign Individuals)
(b) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
Qualified Foreign
(d) 0 0 0 0.00 0 0 0 0.00 0.00
Investor
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) : 0 0 0 0.00 0 0 0 0.00 0.00
Total A=A(1)+A(2) 18512942 0 18512942 39.90 18513392 0 18513392 39.90 0.00
(B) Public Shareholding
(1) INSTITUTIONS
(a) Mutual Funds /UTI 5449349 0 5449349 11.74 6850999 0 6850999 14.77 3.02
Financial Institutions /
(b) 10071 0 10071 0.02 8869 0 8869 0.02 0.00
Banks
Central Government /
(c) 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
Foreign Institutional
(f) 2692463 0 2692463 5.80 2137102 0 2137102 4.61 -1.20
Investors
Foreign Venture Capital
(g) 0 0 0 0.00 0 0 0 0.00 0.00
Investors
Qualified Foreign
(h) 0 0 0 0.00 0 0 0 0.00 0.00
Investor
(i) Others 0 0 0 0.00 72335 0 72335 0.16 0.16
Sub-Total B(1) : 8151883 0 8151883 17.57 9069305 0 9069305 19.55 1.98
(2) NON-INSTITUTIONS
(a) Bodies Corporate 6780943 7400 6788343 14.63 6517146 7400 6524546 14.06 -0.57
(b) Individuals
(i) Individuals holding
nominal share capital 5554549 695100 6249649 13.47 5254224 638300 5892524 12.70 -0.77
upto ` 1 lakh
(ii) Individuals holding
nominal share capital in 3918334 0 3918334 8.45 4641108 0 4641108 10.00 1.56
excess of ` 1 lakh
(c) Others
Clearing Members 31382 0 31382 0.07 76375 0 76375 0.16 0.10
Employees 223183 2400 225583 0.49 86783 1600 88383 0.19 -0.30
IEPF 734107 0 734107 1.58 739607 0 739607 1.59 0.01
Non Resident Indians 1507035 79200 1586235 3.42 576613 31200 607813 1.31 -2.11
Nri Non-Repatriation 197676 0 197676 0.43 243472 0 243472 0.52 0.10
TRUSTS 1866 0 1866 0.00 1475 0 1475 0.00 0.00
Qualified Foreign
(d) 0 0 0 0.00 0 0 0 0.00 0.00
Investor
Sub-Total B(2) : 18949075 784100 19733175 42.53 18136803 678500 18815303 40.55 -1.98
Total B=B(1)+B(2) : 27100958 784100 27885058 60.10 27206108 678500 27884608 60.10 0.00
Total (A+B) : 45613900 784100 46398000 100.00 45719500 678500 46398000 100.00 0.00

Director’s Report
%
Change
During
The Year
Shares Shares
Shares held by
(C) custodians, against
which
Depository Receipts
have been issued
Promoter and
(1)
Promoter Group
(2) Public 0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL
45613900 784100 46398000 100.00 45719500 678500 46398000 100.00
(A+B+C) :
(ii) Shareholding of Promoters / Promoters Group & PAC
Shareholding at the beginning of the Shareholding at the end of the year
Year 01.04.2019 31.03.2020
S. % of Shares
% of % of % Change
No Shareholder’s Name % of Shares Pledged
Total Total in share-
No. of Pledged No. of /encum-
Shares Shares holding
Shares /encumberred Shares berred
of the of the during the
to total shares to total
Company Company year
shares
1. Nara Bhuvaneswari 10661652 22.98 0 10661652 22.98 0 0
2. Nara Lokesh 4732800 10.20 0 4732800 10.20 0 0
Megabid Finance & Inves
3. 2447600 5.28 0 2447600 5.28 0 0
tments Pvt Ltd
4. N. Brahmani 202000 0.44 0 202000 0.44 0 0
5. Ramakrishna N.P 200000 0.43 0 200000 0.43 0 0
6. V Nagaraju Naidu 100000 0.22 0 101250 0.22 0 0
7. Kathya N.P 60000 0.13 0 60000 0.13 0 0
8. Durga Ramakrishna N.P 40000 0.09 0 40000 0.09 0 0
9. Neelima N.P 40000 0.09 0 40000 0.09 0 0
10. Devaansh Nara 26440 0.06 0 26440 0.06 0 0
11. A. Siva Sankara Prasad 850 0.00 0 50 0.00 0 0
12. N. Bala Krishna 1200 0.00 0 1200 0.00 0 0
13. Ramakrishna Nandamuri 400 0.00 0 400 0.00 0 0
18512942 39.90 0.00 18513392 39.90 0.00 0.00

(iii) Change in Promoter’s Shareholding (Please specify, if there is no change)
Shareholding at the beginning of Cumulative Shareholding
the year 01.04.2019 during the year 31.03.2020
% of total
No. of % of total Shares
No. of Shares Shares of the
Shares of the Company
Company
At the beginning of the year 01.04.2019 18512942 39.90 18512942 39.90
02-08-2019
400 0.00 18512542 39.90
Shares Sold
20-03-2020
500 0.00 18513042 39.90
Shares Purchased
Date wise Increase/Decrease in promoters
27-03-2020
Shareholding during the year specifying the
400 0.00 18512642 39.90
reasons for increase/decrease (e.g. allotment /
Shares Sold
transfer/ bonus/sweat equity etc)
31-03-2020
500 0.00 18512142 39.90
Shares Sold
31-03-2020
1250 0.00 18513392 39.90
Shares Purchased
At the end of the Year 31.03.2020 - - 18513392 39.90
(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sl. Shareholding at the Cumulative Shareholding
No beginning of the year 01.04.2019 during the year 31.03.2020
% of total
1. Nirvana Holdings Private Limited No. of Shares Shares
of the Company
- - - -
reasons for increase/decrease (e.g. allotment
/transfer/bonus/sweat equity etc)
At the end of the Year 31.03.2020 5145684 11.09
% of total
SUNDARAM MUTUAL FUND A/C No. of % of total Shares
2. No. of Shares Shares
SUNDARAM SELECT MICROCAP Shares of the Company
of the Company
24/05/2019
96429 0.21 2048956 4.42
Shares Purchased
07/06/2019
4014 0.01 2052970 4.42
Date wise Increase/Decrease in promoters Shares Purchased
14/06/2019
40000 0.09 2092970 4.51
Shares Purchased
27/09/2019
10856 0.02 2103826 4.53
Shares Purchased
30/09/2019
4000 0.01 2107826 4.54
Shares Purchased

Director’s Report

% of total
3. V Sudha Sarada No. of Shares Shares
of the Company
30/08/2019
6900 0.01 1656900 3.57
Shares Purchased
13/09/2019
5600 0.01 1662500 3.58
Shares Purchased
31/01/2020
75 0.00 1662425 3.58
Shares Sold
31/03/2020
75 0.00 1662500 3.58
Shares Purchased
Shareholding at the
Sl. Cumulative Shareholding
beginning of the year
No during the year 31.03.2020
01.04.2019
% of total
DORIC ASIA PACIFIC SMALL CAP (MAURI- No. of No. of % of total Shares
4. Shares
TIUS) LIMITED Shares Shares of the Company
of the Company
Date wise Increase / Decrease in promoters
- - - -
% of total
5. VINODKUMAR HARAKCHAND DAGA No. of Shares Shares
of the Company
At the beginning of the year 01.04.2019 0 0 0 0
20/12/2019
32520 0.07 32520 0.07
Shares Purchased
10/01/2020
52855 0.11 85375 0.18
Shares Purchased
17/01/2020
150000 0.32 235375 0.51
Shares Purchased
14/02/2020
401179 0.86 636554 1.37
Shares Purchased
28/02/2020
250000 0.54 886554 1.91
Shares Purchased

% of total
6. KOTAK DEBT HYBRID No. of Shares Shares
of the Company
12/04/2019
31004 0.07 856377 1.85
Shares Purchased
19/04/2019
6226 0.01 862603 1.86
Shares Purchased
26/04/2019
24119 0.05 886722 1.91
Shares Purchased
10/05/2019
15000 0.03 901722 1.94
Shares Purchased
17/05/2019
8723 910445 1.96
T0.02
Shares Purchased
24/05/2019
1964 0.00 912409 1.97
Shares Purchased
31/05/2019
50000 0.11 962409 2.07
Shares Purchased
07/06/2019
50000 0.11 1012409 2.18
Shares Purchased
09/08/2019
10300 0.02 1022709 2.20
Shares Purchased
23/08/2019
4887 0.01 1027596 2.21
Shares Purchased
30/08/2019
28160 0.06 1055756 2.28
Shares Purchased
01/11/2019
31673 0.07 1087429 2.34
Shares Purchased
07/02/2020
42462 0.09 1129891 2.44
Shares Purchased
21/02/2020
22375 0.05 1152266 2.48
Shares Purchased
06/03/2020
1168 0.00 1153434 2.49
Shares Purchased

Director’s Report

% of total
INVESTOR EDUCATION AND PROTEC- No. of % of total Shares
TION FUND AUTHORITY Shares of the Company
of the Company
03/05/2019
400 0.00 733707 1.58
Shares Debited
24/05/2019
400 0.00 733307 1.58
Shares Debited
14/06/2019
400 0.00 732907 1.58
Shares Debited
05/07/2019
800 0.00 732107 1.58
Shares Debited
12/07/2019
800 0.00 731307 1.58
Shares Debited
02/08/2019
400 0.00 730907 1.58
Shares Debited
23/08/2019
800 0.00 730107 1.57
reasons for increase/decrease (e.g. allot-
Shares Debited
ment /transfer/bonus/sweat equity etc)
13/09/2019
400 0.00 729707 1.57
Shares Debited
30/09/2019
1000 0.00 728707 1.57
Shares Debited
15/11/2019
8400 0.02 720307 1.55
Shares Debited
13/12/2019
20100 0.04 740407 1.60
Shares Credited
17/01/2020
400 0.00 740007 1.59
Shares Debited
21/02/2020
400 0.00 739607 1.59
Shares Debited

% of total
8. TATA YOUNG CITIZENS FUND No. of Shares Shares
of the Company
05/04/2019
2000 0.00 588709 1.27
Shares Purchased
21/06/2019
314788 0.68 273921 0.59
Shares Purchased
ment /transfer/bonus/sweat equity etc)
08/11/2019
273921 0.59 0 0.00
Shares Purchased
Shareholding at the Cumulative Shareholding

Sl.
beginning of the year 01.04.2019 during the year 31.03.2020
No
% of total
INVESCO TRUSTEE PRIVATE LIMITED - No. of % of total Shares
A/C INVESCO INDIA Shares of the Company
of the Company
05/04/2019
4155 0.01 591202 1.27
Shares Purchased
12/04/2019
9051 0.02 600253 1.29
Shares Purchased
26/04/2019
7342 0.02 607595 1.31
Shares Purchased
03/05/2019
15569 0.03 623164 1.34
Shares Purchased
10/05/2019
Date wise Increase/Decrease in promoters 100 0.00 623264 1.34
Shareholding during the year specifying the Shares Purchased
reasons for increase/decrease (e.g. allotment 17/05/2019
/transfer/bonus/sweat equity etc) 5777 0.01 629041 1.36
Shares Purchased
31/05/2019
24374 0.05 653415 1.41
Shares Purchased
31/05/2019
3556 0.01 649859 1.40
Shares Sold
07/06/2019
93109 0.20 556750 1.20
Shares Sold
14/06/2019
24965 0.05 531785 1.15
Shares Sold

Director’s Report
Shareholding at the Cumulative Shareholding

Sl.
beginning of the year 01.04.2019 during the year 31.03.2020
No
% of total
INVESCO TRUSTEE PRIVATE LIMITED - No. of % of total Shares
A/C INVESCO INDIA Shares of the Company
of the Company
27/09/2019
13016 0.03 544801 1.17
Shares Purchased
11/10/2019
62702 0.14 607503 1.31
Shares Purchased
08/11/2019
12619 0.03 594884 1.28
Shares Sold
06/12/2019
23453 0.05 618337 1.33
Shares Purchased
31/01/2020
15487 0.03 602850 1.30
Shares Sold
07/02/2020
33821 0.07 569029 1.23
Shares Sold
14/02/2020
26220 0.06 542809 1.17
Shares Sold
21/02/2020
51922 0.11 490887 1.06
Shares Sold
28/02/2020
892 0.00 489995 1.06
Shares Sold
20/03/2020
861 0.00 489134 1.05
VShares Sold
% of total
10. MULTI CAP FUND No. of Shares Shares
of the Company
17/05/2019
4610 0.01 234227 0.50
Shares Purchased
24/05/2019
3313 0.01 237540 0.51
Shares Purchased
31/05/2019
11016 0.02 248556 0.54
Shares Purchased

% of total
10. MULTI CAP FUND No. of Shares Shares
of the Company
07/06/2019
27855 0.06 276411 0.60
Shares Purchased
14/06/2019
32000 0.07 308411 0.66
Shares Purchased
22/11/2019
4923 0.01 313334 0.68
Shares Purchased
06/12/2019
3285 0.01 316619 0.68
Shares Purchased
13/12/2019
41485 0.09 358104 0.77
Shares Purchased
10/01/2020
10225 0.02 368329 0.79
Shares Purchased
17/01/2020
20752 0.04 389081 0.84
Shares Purchased
24/01/2020
17417 0.04 406498 0.88
Shares Purchased
31/01/2020
0.05 430376 0.93
23878
Shares Purchased
14/02/2020
33185 0.07 463561 1.00
Shares Purchased
06/03/2020
3311 0.01 466872 1.01
Shares Purchased
13/03/2020
16227 0.03 483099 1.04
Shares Purchased
31/03/2020
7271 0.02 490370 1.06
Shares Purchased

Director’s Report
(V) Shareholding of Directors and Key managerial Personnel:

Cumulative Sharehold-
Sl. Shareholding at the ing
No beginning of the year 01.04.2019 during the year
31.03.2020
% of total % of total
Mr.. D. Seetharamaiah Shares No. of Shares
1. No. of Shares
DIN No: 00005016 of the Com- Shares of the Com-
pany pany
At the beginning of the year 01.04.2019
Nil
transfer/bonus/sweat equity etc)
At the end of the Year 31.03.2020
31.03.2020
Mr. N Sri Vishnu Raju Shares No. of Shares
2. No. of Shares
pany pany
Nil
transfer/bonus/sweat equity etc)
31.03.2020
Mr. Rajesh Thakur Ahuja Shares No. of Shares
3. No. of Shares
pany pany
Shareholding during the year specifying the reasons
Nil
for increase/decrease (e.g. allotment /transfer/
bonus/sweat equity etc)

31.03.2020
Mrs. Aparna Surabhi Shares No. of Shares
4. No. of Shares
pany pany
Nil
for increase/decrease (e.g. allotment /transfer/
bonus/sweat equity etc)
31.03.2020
Dr. V. Nagaraja Naidu Shares No. of Shares
5. No. of Shares
pany pany
Shareholding during the year specifying the reasons 31/12/2019
for increase/decrease (e.g. allotment /transfer/ 1250 0.00 101250 0.22
bonus/sweat equity etc) Shares Purchased

Shareholding at the
01.04.2019
Srs. N. Bhuvaneswari No. of No. of
6. Shares Shares
DIN No: 00003741 Shares Shares
of the Company of the Company
- - - -
for increase/decrease (e.g. allotment /transfer/bo-
nus/sweat equity etc)
Shareholding at the
01.04.2019
Mrs. N. Brahmani
7. No. of Shares Shares No. of Shares Shares
DIN No: 02338940
for increase/decrease (e.g. allotment /transfer/bo-
nus/sweat equity etc)

Director’s Report

Dr. M Sambasiva Rao
8. No. of Shares Shares No. of Shares Shares
President
14/06/2019
5000 -0.01 218179 0.47
Shares Sold
21/06/2019
15000 -0.03 203179 0.44
Shares Sold
28/06/2019
3400 -0.01 199779 0.43
Date wise Increase/Decrease in promoters Share- Shares Sold
holding during the year specifying the reasons for 09/08/2019
increase/decrease (e.g. allotment /transfer/bonus/ 5000 -0.01 194779 0.42
sweat equity etc) Shares Sold
23/08/2019
18000 -0.04 176779 0.38
Shares Sold
20/03/2020
40000 136779 0.29
-0.09
Shares Sold
27/03/2020
50000 -0.11 86779 0.19
Shares Sold
Mr. A. Prabhakara Naidu % of total % of total
9. Chief Financial Officer No. of SharesT Shares No. of Shares Shares
M No: FCA 200974 of the Company of the Company
reasons for increase/decrease (e.g. allot- Nil
ment/transfer/bonus/sweat equity etc)
Ms. Umakanta Barik % of total % of total
10. Company Secretary No. of Shares Shares No. of Shares Shares
M No: FCS 6317 of the Company of the Company
Nil
ment/transfer/bonus/sweat equity etc)

(V) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment(` In Lakhs)
Secured Loans Unsecured Total
Depos-
Excluding De-
Loans its Indebtedness
posits
Indebtedness at the beginning of the financial year
(i) Principal Amount 24811 2500 - 27311
(ii) Interest due but not paid - - - -
(iii) Interest accrued but not due 93 - - 93
Total (i+ii+iii) 24905 2500 - 27405
Change in Indebtedness during the financial year
• Addition 5033 2500 - 7533
• Reduction 4477 2500 - 6977
Net Change 556 - - 556
Indebtedness at the end of the financial year
(i) Principal Amount 25367 2500 - 27867
(ii) Interest due but not paid 0 - - -
(iii) Interest accrued but not due 133 - - 133
Total (i+ii+iii) 25500 2500 - 28000
(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration of Managing Director, Whole-time Director and/or Manager:
(` In Lakhs)
Sl.
Particulars of Remuneration Name of MD/WTD/Manager Total
No
Amount
N. Bhuvaneswari N. Brahmani
Gross Salary
(a) Salary as per provisions contained in sec- 180.00 90.00 270.00
tion 17(1) of the Income Tax Act, 1961.
1. (b) Value of perquisites u/s 17(2) of the
15.75 7.50 23.25
Income Tax Act, 1961
(c) Profits in lieu of salary under section
17(3) Income Tax Act, 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
Annual Pay
4. As % of profit 203.59 221.97 425.56
Others, specify
5. Others, please specify - - -
Total (A) 399.33 319.47 718.80
Rs.825.02 Lakhs (being 10% of the net profits of the Company calculated as
Ceiling as per the Act
per Section 198 of the Companies Act, 2013)

Director’s Report
B. Remuneration to other Directors:

(` In Lakhs)
Name of Directors
Particulars of Remuneration Ms. D. Ms. N. Dr. V. Ms. Rajesh Mrs. Total Amount
Seethara Sri Vishnu Nagaraja Thakur Aparna
Maiah Raju Naidu Ahuja Surabhi
Independent Directors
Fee for attending Board/Commit- 5.40 4.70 - 4.20 3.50 17.80
tee Meetings
Commission - - - - - -
Others, please specify - - - - - -
Total (1) 5.40 4.70 - 4.20 3.50 17.80
Other Non-Executive Directors
Independent Directors Fee for
attending Board/Committee - - 4.20 - - 2.20
Meetings
Commission - - - - - -
Others, please specify - - - - - -
Total (2) 0 0 4.20 - - 4.20
Total (B)= (1+2) 5.40 4.70 4.20 4.20 3.50 22.00
Rs.82.50 Lakhs (being 1% of the net profits of the Company calculated as per Section 198
Overall Ceiling as per the Act
of the Companies Act, 2013)
Total Managerial Remuneration ` 740.80 Lakhs *
* Total remuneration to Managing Director, Whole-Time Directors and other Directors (being the total of A and B).
C. Remuneration to Key Managerial Personnel other than MD/WTD/Manager
(` in Lakhs)
Key Managerial Personnel
Chief Financial Company Secre-
Sl. President
Particulars of Remuneration Officer tary Total
No
Dr. M Sambasiva Mr. A. Prabhakara Mr. Umakanta (Rs.)
Rao Naidu Barik
Gross Salary
(a) Salary as per provisions contained in

section 17(1) of the Income Tax Act, 127.05 56.60 28.12 211.77
1. 1961. -
(b) Value of perquisites u/s 17(2) of the - - - -
Income Tax Act, 1961
(c) Profits in lieu of salary under section -
17(3) Income Tax Act, 1961
2. Stock Option - - - -
3. Sweat Equity - - - -
Commission
4. - As % of profit
- - - -
- Others, specify
5. Others (Performance Incentive) 92.16 - - 92.16
Total 219.21 56.60 28.12 303.93

VII. PENALTIES/PUNISHMENTS/COMPOUNDING OF OFFENCES:
Details of
Penalty/Punish- Authority Appeal made,
Brief De-
Type Section of the Companies Act ment Com- [RD/NCLT/ if any (give
scription
pounding fees COURT] details)
imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment Nil
Compounding
C. OTHER OF-
FICERS IN
DEFAULT
Penalty
Punishment
Compounding

Registered Office:
Telangana, India
CIN: L15209TG1992PLC014332
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

Director’s Report
Annexure-5
THE ANNUAL REPORT ON CSR INITIATIVES

Particulars Remarks
1. Brief outline of Company’s CSR Policy including over- Promoting and preventive health care, promoting education and
view of projects or programs proposed to be undertak- enhancing the vocational skills etc. Web link: https://www.herit-
en and a reference to the web-link to the CSR Policy agefoods.in/uploads/investors/pdf/15578997634csr-policy.pdf
and projects or programs.
Mr. D Seetharamaiah Chairman
2. The composition of the CSR Committee. Mr. N Sri Vishnu Raju Member
Mrs. N Bhuvaneswari Member
` In Lakhs
FY 2018-19 FY 2017-18 FY 2016-17
3. Average Net Profit of the company for last three finan-
cial years 13872.79 8982.39 10557.40
Average Net Profit: 11137.53
4. Prescribed CSR Expenditure (two percent of the
amount as in item No. 3 above) Rs. 222.75 Lakhs
5. Details of CSR spent during the financial year:
a. total amount to be spent for the financial year : Rs. 222.75 Lakhs
b. amount unspent : Nil
c. manner in which the amount spent during the financial year is detailed below:
Amount spent
Sector or programs
on the projects
(1) Local area or Amount
or programs Cumulative
Sector in other outlay
Sub-heads: expendi- Amount Spent:
CSR Project or which the (2) Specify the State (budget)
(1) Direct ture upto Direct or through im-
activity identified project is and district where project or
expenditure the report- plementing agency
covered. projects or pro- programs
on projects or ing period.
grams were under- wise *
programs
taken.
(2) Overheads:
Construction of
Gandipet, near Hy-
Hostel building for
Promoting derabad, Through Implement-
Students, establish-
Education Telangana 619.39 ing
ment of Skill Devel- 222.75 Lakhs -
and Health Sricity, Chittoor Dis- Lakhs Agency - NTR Memori-
opment centre and
Care trict, Andhra al Trust
preventive health
Pradesh
care
619.39
TOTAL 222.75 Lakhs -
Lakhs
Our CSR responsibilities:
We hereby affirm that the CSR policy, as approved by the Board, has been implemented and the CSR committee monitors the
implementation of the CSR projects and activities in compliance with our CSR objectives.

Registered Office:
Telangana, India
CIN: L15209TG1992PLC014332
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

Annexure-6
BUSINESS RESPONSIBILITY REPORT 2019-20

CONTENTS
Section A: General Information about the Company
Section B: Financial Details of the Company
Section C: Other Company’s Details
Section D: Business Responsibility Information
Section E: Principle-wise Performance
Principle 1: Ethics, Transparency and Accountability
Principle 2: Safety and Sustainability
Principle 3: Well-being of all Employees’
Principle 4: Protection of Stakeholders Interest
Principle 5: Respecting and Promoting Human Rights
Principle 6: Respecting and Protecting Environment
Principle 7: Responsibility towards Public and Regulatory Policy
Principle 8: Inclusive Growth & Equitable Development
Principle 9: Consumer Value

Director’s Report
Section A: General Information about the Company 10. Markets served by the Company: The Company
products have a national presence and a few products
1. Corporate Identity Number of the Company:
are exported.
L15209TG1992PLC014332
Section B: Financial Details of the Company as on March
2. Name of the Company: Heritage Foods Limited
31, 2020
3. Registered Address: #6-3-541/C, Panjagutta, 1. Paid up Capital: Rs. 2,319.90 Lakhs
Hyderabad-500082, Telangana, India 2. Total Turnover: Rs.2,68,111 Lakhs
4. Website: w w w.heritagefoods.in 3. Total Profit After Tax: Rs.(16,000.44) Lakhs
4. Total spending on Corporate -
5. E-mail ID: [email protected] Social Responsibility (CSR) as Profit after tax for the current
year was `(16000.44) lakhs,
6. Financial Year reported: 1 April to 31 March
st st a Percentage of profit after due to notional loss for fair
tax(%): valuation of Investments in
7. Sector(s) that the Company is engaged in Future Retail Limited. Howev-
er during the year your com-
(industrial activity code-wise): pany has spent ` 225 Lakhs
as per the Section 135 of the
The Company is engaged in the business of Companies Act, 2013.
procurement and processing of Milk & Milk products and 5. List of activities in which ex-
also generation of power through solar & wind for the penditure in Sr.No.4 above
captive consumption of its dairy plants. has been incurred:
a) Promoting education
Industrial (building the classrooms
Description
Group
and hostels for pursuing
105 Manufacture of dairy products their educations)
Generation of power through solar & b) Preventive health care
351 wind for the captive consumption of its Section C: Other Company’s Details
dairy plants
Note: The above grouping is as per National Industrial 1. Does the Company have any Subsidiary Company /
Classification of the Ministry of Statistics and Companies?
Programme Implementation.
Yes, as on March 31, 2020, the Company had one wholly
8. List three key products / services that the Company owned subsidiary namely M/s. Heritage Nutrivet Limited
manufactures/ provides (as in balance sheet): (CIN:U15400TG2008PLC062054) and one Associate
Company namely M/s SKIL Raigam Power (India) Limited
a) Milk
(CIN:U40102TG2009PLC063671) and one Joint Venture
b) Milk products. Company namely M/s Heritage Novandie Foods Private
c) Generation of power Limited (CIN:U74999TG2017PTC120860).
9. Total number of locations where business activity is 2. Do the Subsidiary Company / Companies participate
undertaken by the Company: in the BR Initiatives of the parent company?
a) Number of international locations: The Company No participation by the said subsidiary in business
does not carry on business at any international responsibility initiatives.
location. 3. Does any other entity / entities (suppliers,
b) Number of national locations: The Company’s distributors etc.) that the Company does business
businesses and operations are spread in 206 locations with, participate in the BR initiatives of the
Company?
across the country.
The Company encourages its suppliers, dealers and
other stakeholders to support various initiatives taken
by the Company towards its business responsibility.

Section D: Business Responsibility Information b. Details of the BR Head
1. Details of Director / Directors responsible for BR: DIN 00003741
a. Details of the Director / Directors responsible for Name Mrs. N Bhuvaneswari

implementation of the business responsibility Designation Vice Chairperson and Managing
policy / policies Director
DIN 00003741 Tel No. 040 – 23391221

Name Mrs. N Bhuvaneswari Email ID [email protected]
Designation Vice Chairperson and
DIN 02338940
Managing Director
Name Mrs. N Brahmani
DIN 02338940 Designation Executive Director
Name Mrs. N Brahmani Tel No. 040 – 23391221
Designation Executive Director
Email ID [email protected]
2.1 Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N):

The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the
Ministry of Corporate Affairs has adopted nine areas of Business Responsibility.
These are briefly are as under:
• Principle 1: Ethics, Transparency and Accountability [P1]
• Principle 2: Safety and Sustainability [P2]
• Principle 3: Well-being of all Employees’[P3]
• Principle 4: Protection of Stakeholders Interest [P4]
• Principle 5: Respecting and Promoting Human Rights [P5]
• Principle 6: Respecting and Protecting Environment [P6]
• Principle 7: Responsibility towards Public and Regulatory Policy [P7]
• Principle 8: Inclusive Growth & Equitable Development [P8]
• Principle 9: Consumer Value [P9]
Sr.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
1 Do you have a policy/policies for: Y Y Y Y Y Y Y Y Y
Has the policy been formulated in consultation with the
2 Y Y Y Y Y Y Y Y Y
relevant stakeholders?
Yes. The policies are based on the ‘National Voluntary Guide-
Does the policy conform to any national /internation- lines on Social, Environmental and Economic Responsibilities
3
al standards? If yes, specify? (50 words) of Business’ released by the Ministry of Corporate Affairs,
Govt of India
Has the policy being approved by the Board? If yes, has
Yes. The policies have been approved by the Board and
4 it been signed by MD/Owner/CEO/appropriate Board
signed by the Vice Chairperson and Managing Director.
Director?
Does the company have a specified committee of the
Yes, the Company’s officials/ respective departments are
5 Board/ Director/ Official to oversee the implementation
authorised to oversee the implementation of the policy
of the policy?
Policies are available in the following link:
6 Indicate the link for the policy to be viewed online? https://www.heritagefoods.in/uploads/investors/pd-
f/15579004658hfl-br-policy.pdf

Director’s Report
Sr.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
Has the policy been formally communicated to all rele- Yes, the policies have been communicated to all the inter-
7
vant internal and external stakeholders? nal and external stakeholders
Does the company have in-house structure to implement
8 Y Y Y Y Y Y Y Y Y
the policy/ policies?
Does the Company have a grievance redressal mecha-
Yes, any grievances or feedback to the policies
9 nism related to the policy/ policies to address stakehold-
can be sent to [email protected]
ers’ grievances related to the policy/ policies?
The Policy relating to Environment, Health and Safety are
Has the company carried out independent audit/ eval-
evaluated by internal as well as external ISO audit agen-
10 uation of the working of this policy by an internal or
cies. The Whistle Blower Policy is reviewed by the Audit
external agency?
Committee of the Board annually.
2.2 If answer to Sr. No.2.1 against any principle is ‘No’, 1.2 How many stakeholder complaints have been
please explain why: (Tick up to 2 options) received in the past financial year and what
percentage was satisfactorily resolved by the
Not applicable since the response to none of the
management?
Principles is in negative.
The Company received 90 complaints/requests from
3. Governance related to BR
the shareholders during 2019-20 and there were no
• Indicate the frequency with which the Board of complaints pending as on March 31, 2020.
Directors, Committee of the Board or CEO to
Principle 2: Businesses should provide goods and services
assess the BR performance of the Company. Within
that are safe and contribute to sustainability throughout
3 months, 3-6 months, annually, more than 1 year.
their life cycle
There is no defined frequency. Assessment is
2.1 List up to 3 of your products or services whose
an ongoing exercise and is an inherent part of
design has incorporated social or environmental
corporate functions.
concerns, risks and/or opportunities.
• Does the Company publish a BR or a Sustainability
Implemented ISO 22000 (Food Safety), ISO 14001
Report? What is the hyperlink for viewing this
(Environmental Safety) and ISO 50001 (Effective Energy
report? How frequently it is published?
Management System)
No
2.2 Does the company have procedures in place for
Section E: Principle-wise Performance sustainable sourcing (including transportation)? If
yes, what percentage of your inputs was sourced
Principle 1: Business should conduct and govern themselves
sustainably? Also, provide details thereof, in about
with Ethics, Transparency and Accountability
50 words or so.
1.1 Does the policy relating to ethics, bribery and
Our Company’s sourcing of milk has increased many folds
corruption cover only the company? Does it extend
sine last 28 years. We have a sustainable sourcing from
to the Group/Joint Ventures/ Suppliers/Contractors/
farmers across the states we are operating. To keep our
NGOs /Others?
sourcing sustainable we do undertake lot more welfare
The Company adopted the Code of Ethics and Business activities which help farmers keep supplying milk to us.
Policies governing conduct of business of the Company
2.3 Has the company taken any steps to procure goods
in an ethical manner. The Company encourages its
and services from local and small producers,
business partners to follow the code.
including communities surrounding their place
The Board of the Company has also adopted a Code of work? If yes, what steps have been taken to
of Conduct (Code) which applies to the Directors, Key improve their capacity and capability of local and
Managerial Persons and the senior management of the small vendors?
Company. The Company obtains an annual confirmation
The Milk which is the raw material for the Dairy is
affirming compliance with the Code from the Directors
procured locally from small farmers in the nearby villages.
Key Managerial Persons and the senior management
The Farmers are encouraged to produce more milk
every year.

through extensive P&I activities which includes Artificial 3.8 What percentage of your under mentioned
Insemination, Cattle Loans, subsidized feed, free medical employees were given safety and skill upgradation
camps, supply of fodder etc. and their total Milk produced training in the last year?
is accepted without any restriction in any season.
a. permant emploees 60.77%
2.4 Does the company have a mechanism to recycle perment women
products and waste? If yes what is the percentage b. 82.98
emploees
of recycling of products and waste (separately as <5 casual/temporary/
per cent, 5-10 per cent, >10 per cent). c. Contractual Em- 48.87%
ployees
The Company is not having any policy to recycle the
Employees with
products. In case of waste such as: water shall be treated d. Nil
Disabilities
before utilizing for irrigation purpose within the plant
premises. Principle 4: Businesses should respect the interests of, and
be responsive towards all stakeholders, especially those who
Principle 3: Businesses should promote the well being of all are disadvantaged, vulnerable and marginalized
employees
4.1 Has the Company mapped its internal and external
3.1 Total number of employees: 3130 stakeholders?
3.2 Total number of employees hired on temporary/ Yes, the Company has mapped the stakeholders
contractual/casual basis: 3069 i.e. farmers, customers, consumers, shareholders,
employees, suppliers, banks and financial institutions,
3.3 The number of permanent women employees: 47 government and regulatory bodies.
3.4 The number of permanent employees with 4.2 Out of the above, has the Company identified
disabilities: Nil the disadvantaged, vulnerable and marginalized
3.5 Do you have an employee association that is stakeholders?
recognized by management? The Company continuously engages with farmers
customers, consumers and identifies their needs and
Presently, Company does not have any employee
priorities so as to serve.
association.
4.3 Are there any special initiatives taken by the
3.6 What percentage of your permanent employees is
company to engage with the disadvantaged,
members of this recognized employee association?
vulnerable and marginalized stakeholders. If so,
– Not Applicable
provide details thereof, in about 50 words or so.
3.7 Please indicate the Number of complaints relating The Company has taken special initiatives through its trust
to child labour, forced labour, involuntary labour, for welfare of the farmers. The activities includes cattle
sexual harassment in the last financial year and insurance, insurance coverage for farmers, healthcare
pending, as on the end of the financial year facilities for milch animals, cash reward for meritorious
students and relief activities in case of any unforeseen
No of
No of com- calamities.
complaints
plaints filed
Sr. pending as Principle 5: Businesses should respect and promote human
Category during the
No. on end of rights
financial
the financial
year
year The Company respects and promotes human rights for all
Child Labour / individuals. The Company’s commitment to human rights
1 forced Labour/ Nil Nil and fair treatment is set in its Policy on Human Rights.
involuntary
5.1 Does the policy of the Company on human rights
Sexual harass- cover only the Company or extend to the Group/
2 Nil Nil
ment Joint Ventures / Suppliers/ Contractors / NGOs /
Discriminatory Others?
3 Nil Nil
employment
The Company follows its policy on Human Rights which
are applicable to all employees in the Company. The

Director’s Report
Company encourages its Business Partners to follow to minimise energy consumption by adopting energy
the policy. Company discourages dealing with any conservation measures.
supplier/contractor if it is in violation of human rights
6.6 Are the Emissions/Waste generated by the Company
and also prohibits the use of forced or child labour at all
within the permissible limits given by Central
manufacturing units /with business associates.
Pollution Control Board (CPCB) / State Pollution
5.2 How many stakeholder complaints have been Control Board (SPCB) for the financial year being
received in the past financial year and what percent reported?
was satisfactorily resolved by the management?
Company’s emissions/waste generated was always within
The Company has not received any stakeholder the regulatory defined limits.
complaint pertaining to human rights during the
6.7 Number of show cause/ legal notices received from
financial year 2019-20.
CPCB/SPCB which is pending (i.e. not resolved to
Principle 6: Business should respect, protect and make satisfaction) as on end of Financial Year.
efforts to restore the environment
The Company has not received any show cause notice
6.1 Does the policy related to Principle 6 cover only the or legal notice from Central Pollution Control Board/
company or extends to the Group /Joint Ventures / State Pollution Control Board during 2019-20.
Suppliers / Contractors / NGOs /others.
Principle 7: Businesses, when engaged in influencing public
The Company follows its policy on Environment and regulatory policy, should do so in a responsible manner
Protection which is applicable to all its business places.
7.1 Is your company a member of any trade and chamber
6.2 Does the company have strategies/ initiatives or association? If Yes, Name only those major ones
to address global environmental issues such as that your business deals with:
climate change, global warming, etc? If yes, please
The Company is a member of The Federation of
give hyperlink for web page etc.
Telangana and Andhra Pradesh Chambers of Commerce
Company is in constant lookout for opportunities for and Industry (FTAPCCI) and Confederation of Indian
reducing its own operational environmental footprint. Industry (CII).
Use of renewable energy to the maximum extent & energy
7.2 Have you advocated/lobbied through above
conservation efforts are in line with global initiatives such
associations for the advancement or improvement
as climate change.
of public good? If yes specify the broad areas.
6.3 Does the company identify and assess potential
Company’s Senior Management represents the
environmental risks?
Company in various industry forums. They understand
Yes, the Company has a mechanism to identify and assess their responsibility while representing the company in
potential environmental risks in its plants and projects. such associations, and while they engage in constructive
The Company is consistently putting efforts to improve dialogues and discussions in favour of public good.
the environment protection measures further.
Principle 8: Businesses should support inclusive growth and
6.4 Does the company have any project related to Clean equitable development
Development Mechanism?
8.1 Does the Company have specified programmes/
Currently no projects related to Clean Development initiatives/projects in pursuit of the policy related
Mechanism have been taken up by the Company. However to Principle 8?
we are in constant lookout for opportunities in this regard.
The Company undertakes the initiatives through the
6.5 Has the Company undertaken any other initiatives CSR committee of the Board as per the CSR policy
on – clean technology, energy efficiency, renewable of the Company. A brief outline of the policy for
energy, etc. If yes, please give hyperlink for web undertaking the CSR activities of the Company includes
page etc. the following:
The Company has designed technologies to enable • Promoting education
resource efficient, sustainable manufacturing
• Enhancing the vocational skills
processes and technologies required to manufacture
its products. The efforts of the Company are aimed • Supply of clean drinking water

• Promoting and preventive health care education (building the hostels for pursuing their
educations) and preventive health care.
Apart from the CSR activities under the Companies Act,
2013 the Company continues to voluntarily support the 8.5 Have you taken steps to ensure that this community
following social initiatives through Heritage Farmers development initiative is successfully adopted by
Welfare Trust (HFWT) for enhancing the income of the community?
farmers.
Companies CSR initiatives are rolled out in partnership
• Veterinary care and cattle management practices with Trust. This helps in increasing reach as well as
through Heritage Mobile Veterinary Clinic, ensuring the adoption of initiative by communities.
(equipped with necessary tools and trained human CSR Committee of the Board track the reach and takes
resources for providing door-step veterinary necessary steps to make it successful.
services to the Milch Animals and empowering
Principle 9: Businesses should engage with and provide
cattle owners with advanced technology and
value to their customers and consumers in a responsible
knowledge on best cattle management and
manner
feeding practices. The Mobile veterinary vans
reach needy places for educational video film in 9.1 What percentages of customer complaints / consumer
the evening and free health camp on the next day cases are pending as on the end of financial year?
morning in villages.
There is no consumer complaints are pending as on the
• Extending Insurance coverage for accidental death end of financial year.
of farmer members as a social security measure.
9.2 Does the company display product information on
8.2 Are the programmes/projects undertaken through the product label, over and above what is mandated
in-house team/own foundation / external NGO / as per local laws? Yes / No / N.A. / Remarks (additional
government structures /any other organization? information)
The Company’s Social Responsibility Projects have Yes, the Company adheres to all the applicable
been carried out by the Company directly and/or regulations regarding product labelling and displays
through implementing agency (i.e. NTR Memorial relevant information on it.
Trust, Hyderabad).
9.3 Is there any case filed by any stakeholder against
8.3 Have you done any impact assessment of your the Company regarding unfair trade practices,
initiative? (From CSR) irresponsible advertising and/or anti-competitive
behaviour during the last five years and pending as
Yes, the CSR committee internally performs an impact
on end of financial year.
assessment of its initiatives at the end of each year to
understand the efficacy of the programme in terms of Neither any complaint was filed relating to above
delivery of desired benefits to the community and to during the past five years nor is any complaint pending
gain insights for improving the design and delivery of as at the end of financial year.
future initiatives.
9.4 Did your Company carry out any consumer survey/
8.4 What is your company’s direct contribution to consumer satisfaction trends?
community development projects - Amount in INR
Yes, Consumer satisfaction is important for business.
and the details of the projects undertaken?
Company connects with consumer with multiple touch
The Company spent an amount of ` 222.75 Lakhs points. A survey is conducted with consumers to understand
on community development project viz., Promoting the product quality feedback

Registered Office:
Telangana, India
CIN: L15209TG1992PLC014332
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

Director’s Report
Annexure-7
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
required under the Companies (Accounts) Rules, 2014
A. Conservation of Energy
Your Company is committed to looking for innovative ways to optimize the energy mix towards cleaner, more efficient forms
of energy increasing share of renewable energy sources, while continuing to reduce consumption. Your Company continue
to investigate the feasibility of technologies with the potential to reduce emissions and contribute to energy efficiency.
I Energy conservation dictates how efficiently a company can conduct its operations. The Company has recognized the
importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The
Company has undertaken various energy efficient practices that have reduced the carbon di-oxide (CO2) emissions
and strengthened the Company’s commitment towards becoming an environment friendly organization. A dedicated
‘Energy Conservation Cell’ is focusing on energy management and closely monitor energy consumption pattern across
all manufacturing sites. Periodic energy audits are conducted to improve energy performance.
II During the under review the Company has invested in energy conservation equipment’s.
B. Technology Absorption
I The efforts made by the Company towards technology absorption during the year under review are:
• Installation of Compact type skid mounted refrigeration system
• Installation of energy efficient evaporative conditioner/compressor
• installation of high energy efficient ammunition screw compressor system along with variable frequency drive (VFD)
• Commissioned 2TPH Biomass Fuel Fired Boilers
• Provided LED lighting system to all packing stations
• Installed Automatic CIP system
• Provide Crate conveyor system
• Ucrete Flooring for better Hygiene
• Implementation of Rapid Milk chilling to enhance quality of Milk
• Implementation of Automatic milk analyzer for accurate quality/quantity management system
• Installed automatic power measurements ABT method systems
• Installed High efficiency Homogenisers.
II The benefits derived like product Improvement, cost reduction, product development or import substitution: Energy
saving & reduction of cost of products, improved product quality.
III In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year) : Not Applicable
IV The Expenditure incurred an Research and Development : NIL
C. Foreign Exchange Earnings and Outgo
During the year under review foreign exchange earnings were ` 1071 Lakhs (previous Year ` 4782.57 Lakhs) and foreign
exchange outgo was ` 53 Lakhs (Previous year ` 303 Lakhs).
Registered Office:
Telangana, India
CIN: L15209TG1992PLC014332
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

Management Discussion and Analysis
Corporate Overview The IMF expects the global economic growth at 3.33% in 2020
Heritage Foods Limited (the Company) has created a mark in and 3.4% in 2021.
Dairy Industry with deeper penetration by procuring raw milk
and supplying processed milk and other value added products Global GDP Growth
to consumers in the rural and urban areas. Your Company now
has over 28 years of legacy in the Indian dairy space. 2018 3.6%
Your Company has adopted Indian Accounting Standard 2019 2.9%

(Ind AS) notified under Companies (Indian Accounting Standard)
2020 3.3%
Rules 2015 and accordingly the Standalone & Consolidated
Financial Statements have been prepared in accordance with 2021 3.4%
Ind AS prescribed under Section 133 of the Companies Act,
2013 read with the Rules made thereunder. (Source: IMF)
The Management accepts responsibility for the integrity and Indian Economic Review
objectivity of the financial statements, as well as for the various India’s economic growth is expected to “strongly rebound”
estimates and judgments used therein. These estimates and to 6-6.5 per cent in 2020-21 from 5 per cent estimated in the
judgments relating to financial statements are prudently made current fiscal. The Economic Survey 2019-20 has proposed
to reflect in a true and fair manner in line with the form and India can create well-paid four crore jobs by 2025 and eight
substance of transactions. This also enables in reasonably crore by 2030 by integrating “assemble in India for the world”
presenting the Company’s state of affairs and statement of into government’s Make in India initiative and exporting
profit & loss and cash flows for the year ended March 31, 2020. network products that can give substantial push to India’s
target of becoming a $5 trillion economy. Although the
Global Economic Review rapid spread of Covid-19 has posed new challenges for the
Global growth is projected to rise from an estimated 2.9 economy and financial system, hitting multiple industries as
percent in 2019 to 3.3 percent in 2020 and 3.4 percent for well as jeopardising the well-being of citizens and institutions.
2021—a downward revision of 0.1 percentage point for 2019 Also, weak rural incomes, subdued consumption and private
and 2020 and 0.2 for 2021 due to the COVID-19 pandemic, investment, liquidity concerns and a drop in exports due to
which is inflicting high and rising human costs worldwide, and global trade slowdown are the major factors responsible for
the necessary protection measures are in place for severely the deceleration in growth. Considering the urgent priority of
impacting economic activity. As a result of the pandemic, the the government to revive growth in the economy, the fiscal
global economy is projected to be affected sharply, much deficit target may have to be relaxed for the current year.
worse than during the 2008–09 financial crisis.
Despite the headwinds, India climbed 14 notches to assume
The global economy has suffered a significant slowdown the 63rd position among 190 nations in the World Bank’s ease
amid prolonged trade disputes and wide-ranging policy of doing business rankings 2020. This impressive jump could
uncertainties. The vulnerability of major economies has be attributed to the path-breaking reforms enforced by the
risen, stymieing growth and causing disruptions in supply government over the past several years. Transformational
chain worldwide. While a slight uptick in economic activity is reforms such as Goods and Services Tax (GST) and Insolvency
forecast for 2020 as countries have stepped up fiscal efforts to and Bankruptcy Code (IBC) would go a long way in changing the
prioritise containment and strengthen health systems. Major economic landscape of the country.
Banks across the world have eased monetary policy to combat
the pandemic and limit economic damage. As India sets its eyes on becoming a USD 5 trillion economy
by 2024, the government is expeditiously implementing bold

MDA
policy initiatives to catapult the economy into a high-growth Indian Dairy Industry
orbit. Recent measures such as corporate tax rate cuts, Dairy farming forms an intrinsic part of the rural economy,
front-loaded infrastructure investment programmes, bank serving as an important source of income and employment for
recapitalization and easing credit constraints will undoubtedly farmers. India is the world’s largest milk producer, accounting
spur business sentiment and investment. Foreign Direct for 21% of the global milk production. It is also the leading
Investment (FDI) inflows in India stood at a whopping USD producer and consumer of dairy products worldwide. Total
49 billion in 2019, reflecting the economy’s attractiveness milk production in the country stood at 159.2 million tonnes
as an investment destination. Much interestingly, India’s in the year 2019 and is expected to reach 187.2 million tonnes
manufacturing Purchasing Managers’ Index (PMI) stood at by 2025. Consumption of dairy products has been growing
55.3 in January vis-à-vis 52.7 in December, its highest level in exponentially on account of their rich nutritional qualities, with
eight years, signalling an upturn in demand conditions that majority of the dairy produce in India consumed domestically.
led to a rise in business activity. Further, the Union Budget
2020-21 specially emphasised on strengthening the country’s According to the ‘Dairy Industry in India 2020 Edition’ by IMARC
infrastructure and manufacturing, boosting the rural economy Group, the dairy market in India stood at ` 10,527 billion in
and stimulating consumption and job creation. Reduced tax 2019. Liquid milk is the most widely consumed dairy product
rates for individuals will put more disposable money in the in India and is considered a vital source of essential nutrients.
hands of taxpayers and propel spending and consumption. Market for liquid milk is expected to grow at a Compound
Annual Growth Rate (CAGR) of 16% over 2020-25. Moreover,
The Indian consumer is becoming increasingly brand conscious the industry is witnessing significant traction towards value-
and is willing to spend more on hygiene, quality and value in added dairy products such as curd, paneer, cheese, buttermilk,
terms of brand promise. Data-driven analytics and social media flavoured milk and frozen yoghurts in line with emerging
penetration have put brands in close connect with consumers. dietary preferences of the new-age consumers. Going forward,
Going forward, favourable demographics, greater awareness the dairy market is expected to reach a value of ` 25,491 billion
and changing lifestyles will drive strong consumption growth by 2025, exhibiting a CAGR of 16% over 2020-25.
while a stable and reform-focussed policy framework will
support an environment conducive to business and investment. Though predominantly unorganised, the sector has seen
a marked shift in recent years with the entry of dairy co-
Dairy Industry Review operatives, private and international brands. Buoyed by its size
Global Dairy Industry: and potential, both national and international players have
Looking ahead to the financial year 2020-21, milk production is been foraying into the Indian dairy industry. Organised sector
expected to drop as a result of a smaller milking herd and lower represents milk that is processed using modern infrastructure
growth in yields than seen in 2019-20. Despite some firmness and marketed through organised channels under own brands.
in pricing, production growth is likely to remain subdued as Increase in incomes and spending power, rising standards of
farmers look to recover margins lost to higher feed costs in living and growing health and safety concerns have fuelled
2018/19. There has been some recovery in milk production in the penetration and consumption of branded products. The
Australia and Argentina, although growth in global milk supplies market share of organised segment is estimated to rise to 35%
is forecast to remain around 1% in 2020. Supply growth is below by 2024 from 29% in 2019.
the expected growth in global demand, maintaining support
for global dairy product prices, at least in the first quarter of Government Initiatives
2020. The exception may be with whey prices as demand for Recognising the tremendous potential of the dairy sector, the
animal feeds from China is likely to remain lower. government of India has been undertaking numerous initiatives
aimed at its overall development. The Department of Animal
Global milk production continues to rise, with the latest Husbandry, Dairy and Fisheries has formulated a comprehensive
forecasts suggesting a 1% increase in 2020. This would bring plan named ‘National Action Plan for Dairy Development: Vision
worldwide milk production to 292.5 bn litres – 2.9 bn litres, 2022’, which envisages building additional milk processing
which is higher than the figure estimated for 2019 production. infrastructure to meet the rapidly growing demand for milk
Despite the overall increase in production, it is expected that and value-added products. Dairy development projects such
rising demand for dairy products will eclipse the extra output. as National Dairy Plan Phase-I (NDP I), Dairy Entrepreneurship
Food and Agriculture Organization (FAO) predictions suggest a Development Scheme (DEDS) and National Programme for
2.1% increase in demand for fresh products and 1.5% increase Dairy Development (NPDD) are all enforced to strengthen milk
for processed dairy products worldwide each year. procurement and production, improve cattle productivity and
provide greater market linkages to dairy farmers.

Market Drivers and Opportunities players are increasingly adopting sustainable practices and
Investment Opportunities sophisticated technologies to provide quality products and
The Indian dairy industry offers significant opportunities for enhance customer loyalty.
both domestic and foreign conglomerates and investors for Challenges
entry and expansion. Foreign companies have set foot in the
Indian dairy sector. Poor conditions of dairy farms remain a major challenge for
procurement of milk
Urbanization and Population Growth
Extreme weather conditions and lower milk yield may lead to
India is the second most populous nation, with nearly 1.35
high production costs
billion people. Urban population in the country is rising at a
steady pace and is expected to cross the 500 million mark by
Lack of awareness among some farmers on good dairy
2030. Factors such as rapid increase in population, urbanization practices and quality parameters
and favourable demographics will drive strong consumption
growth, enhancing demand for milk and other value added High cost of transportation due to lack of efficient supply
products. chain and logistics
Rising entry of private dairies and international players

Rising Income Levels
Increasing disposable incomes and expansion of middle- Extensive crossbreeding for raising milk productivity may
income and high-income households have resulted in a greater lead to disappearance of indigenous breeds
spending propensity. According to the World Economic Forum,
Focus on buffalo milk based speciality: Dairy industry in India
consumer expenditure in India is likely to grow from USD 1.5
is also unique with regard to availability of large proportion
trillion in 2019 to USD 6 trillion by 2030. Rising affordability has
of buffalo milk. Thus, India can focus on buffalo milk based
created a class of aspirational and quality-sensitive consumers,
speciality products, like Mozzarella cheese, tailored to meet
which will boost demand for innovative, value-added dairy
the needs of the target consumers.
products segment.
The major challenges faced by the dairy industry during the
Healthy Living year include:
Consumers are becoming more health-conscious, proactively
focusing on nutritious food and active lifestyles. Concerns about The industry witnessed significant milk price inflation across
lifestyle-related diseases and digestive problems are growing the country. While Maharashtra, Rajasthan, Punjab, Haryana
rapidly. Young consumers are increasingly seeking products and Uttar Pradesh saw a higher increase in prices because of
that offer greater health and nutritional benefits. Demand for local weather conditions and competition scenario, inflation
milk-based products are likely to augment, especially among was low in Karnataka and Tamil Nadu. This created a differential
vegetarians, as they are considered an important source of price scenario across different geographies in India.
protein and other essential nutrients. Erratic weather conditions was a major challenge this year.
Prolonged and high heat summer resulted in production
Preference for Premiumization
challenges in certain parts of the country. On the other hand,
Worldwide, there is a perceptible shift in consumer preferences
extended rainfall impacted the availability and led to lower
towards branded and niche products. Higher spending
consumption of curds, ice-creams, buttermilk, flavoured
capacity and awareness, increasing internet penetration and
milk, among others.
social media engagement have been driving the market shift.
Today, premium and value-added dairy products such as Company Overview
cheese, yoghurt, buttermilk, flavoured milk, are gaining wider
Heritage Foods Limited (HFL) is one of the leading dairy and dairy
acceptance. Majority of the organised players are expanding
products companies in India. The Company has two business
portfolios in this segment as it offers higher margins and
verticals- Dairy and Renewable Energy. Today, it manufactures
profitability.
and markets a wide array of products including fresh milk, ghee,
Sustainability buttermilk, curd, UHT milk, lassi, flavoured milk, ice-cream/
With mounting concerns about climate change and frozen dessert and other dairy-based products. The Company
environmental degradation, consumers have become provides innovative, fresh and high-quality products to over
more mindful of their purchasing decisions. Sustainability 15 lakh consumers through its well-entrenched distribution
considerations shape their choice, as they want foods that network. The milk processing capacity of the Company stands at
are fresh, hygienic, safe and responsibly produced. Organised 23.70 lakh liters per day.

MDA
As a nationally recognised brand, the Company’s operations Value-added Products

are spread across 12 states in India. Besides, it has a market Paneer
presence in Gulf and Asia, where it exports ghee, milk powder Paneer is to India what cheese is to the western world and is
and butter. In a span of over two and half decades, the an integral part of many Indian recipes. It is the third largest
Company has grown multifold to garner a significant share segment in the milk-based products category. Current paneer
in the Indian dairy industry, backed by its sustained focus on market is 1.5 million MTs, which is expected to reach 1.8
supplying innovative and finest quality products that meet the million MTs by 2020, representing a market size of ` 36,550
varied needs of customers. crores. However, only ~3% of the total market is organized
due to the fact that paneer is consumed like vegetables in
The Company has a robust manufacturing infrastructure in Indian households and therefore purchased on a daily basis.
place to cater to the ever-growing demands of consumers. It Given that consumers now prefer paneer which is hygienic
has 18 processing plants, 188 bulk coolers and chilling centres and consistent in taste, the trend towards branded packaged
to ensure availability of fresh and high-quality products. paneer is gaining momentum.
Company’s Strengths & Opportunities: Curd

Strong brand equity with distribution network in key markets The Indian market is expected to reach a value of nearly
` 807 Billion by 2021.The curd market in India is currently
Modern production facilities and emphasis on quality
being driven by the increasing demand from urban regions.
Differentiated product portfolio The convergence of hectic lifestyles and rising health
Numerous quality certifications for products and production consciousness among consumers has spurred the demand
facilities. for packed curd in the country. In addition, the introduction
of newer and healthier varieties such as low-fat curd has also
Skilled and experienced management team attracted a large consumer base.
Focus on research and development distinguishes products
from key competitors. Cheese
India’s cheese market is one of the fastest growing segments
Product Categories among dairy products. Current cheese volumes are around
Milk 65,000 MTs and are expected to reach 91,700 MTs by 2020.
Liquid Milk The spurt will be led by strong growth in India’s fast food
Liquid milk is the largest category in the Indian dairy industry. market driven by pizzas, burgers, sandwiches, etc.
However, a majority (72%) of the milk sold in India is still
unorganised and in the form of loose milk sold by milkmen. Buttermilk
The organised sector, too, is highly fragmented with several As buttermilk offers relief from the scorching heat of the sun,
regional players and co-operatives. The organized fresh milk it has gained immense popularity in India as a result of the
market is growing faster than the unorganised market and is country’s extremely hot summers. The demand for buttermilk is
estimated to account for 30% of the total liquid milk market also increasing as it is good for digestion and boosts immunity.
by 2020. According to the report, the market is further expected to reach
a value of ` 237.5 Billion by 2024, exhibiting a strong growth
Milk Powder during the forecast period (2019-2024).
Milk powder manufacturing is a simple process now carried
out in large scale. It involves the gentle removal of water at Flavoured Milk
the lowest possible cost under stringent hygiene conditions The flavoured milk market is anticipated to grow at a CAGR
while retaining all the desirable natural properties of the of around 20% during 2015-2020.
milk- color, flavor, solubility, nutritional value.
Flavoured and frozen yoghurt
UHT Milk Flavoured and frozen yoghurt market in India saw 36% CAGR
Currently, one of the major factors driving the market is the during 2011-2014 to touch ` 2.3 bn in 2014; it is expected to
ease of storage of UHT milk at ambient temperature which grow to ` 12.1 bn in 2020 (32% CAGR). Growth in the category
facilitates its transportation to milk scarce regions. Some has been driven primarily by increased health consciousness
of the other growth inducing factors include ease of use, among the urban middle class.
hectic lifestyles, long-shelf life, changing dietary habits, etc.
Ice creams/Frozen Dessert
According to the report, the market is further expected to
The Indian ice cream industry is one of the fastest growing
reach a value of ` 193 Billion by 2024.

segments of the dairy or food processing industry. The frozen value of investment as on March 31, 2020 was ` 143.85 crores.
dessert market is projected to grow at a CAGR of over 19% As the Company adopted the Ind AS accounting principles,
by 2023, on the back of rising GDP per capita and growing the value of unrealized/notional loss forms part of its books
demand from expanding middle class population. of accounts, as a result of which the net loss has gone up to
` 16,000.44/- Lakhs. However, the Board noted that the profit
Distribution
from operations of the Company stood at ` 5,711.25/- Lakhs.
The Company has a well-spread distribution network ensuring
availability of its products across the country. Heritage Parlours Tangible Results:
and Heritage Distribution Centres are franchise operated Total Revenue EBIDTA PAT
outlets and distribution wings selling the entire range of the (` in crore) (` in crore) (` in crore)
Company’s products. The Company considers every distribution
FY20* 2,681.11 (75.83)# (160.00)#
outlet as an ambassador of Heritage brand. It ensures delivery
of quality products and services to consumers through these FY19* 2,482.35 192.43 83.44
distribution arms. As on March 31, 2020, the Company has 5641 FY18* 2,344.01 133.32 60.38
agents/distributers, 942 Heritage parlours and 46 Heritage FY17* 1,871.44 149.23 292.60
distribution centres in 11 states across India.
FY16 2,380.58 136.50 55.43
Empowering Farmer Community * Figures are from continuing operations
The growth and welfare of farmer community lies at the heart #EBITDA and Profit after Tax is after considering the Fair value gain on
of the Company. The Company strives to empower them by FVTPL equity shares and loss due to changes in derivative liabilities of
procuring milk at mutually beneficial costs, promoting best Investments in FRL.
practices around the quality and quantity of milk and providing
support services to help them improve their milk yields by
Revenue (` in Lakhs)
organising free veterinary check-ups and vaccination drives for
the cattle. In addition, it supports them by extending farm loans FY 20* 268111
and cattle insurance as well as providing nutritional livestock
feed at subsidised rates. All these interventions have enabled FY 19* 248235
the Company to maintain strong relationships with farmers FY 18* 234401
which continue to deepen.
FY 17* 187144
Review of Operations
The Company has set an aspiration to emerge as a ` 6000 Cr
FY 16 238058
company by 2024. At the moment, all efforts are being made * Figures are from continuing operations
in that direction. Besides pursuing organic growth both in the
liquid milk and value-added products space, your Company is The Company is gradually targeting to grow contribution of
also looking for inorganic route also. value added products to consolidate top line. Curd will continue
The Company has handled the business very effectively during to remain the largest component of value added product
the period of COVID-19 outbreak. During the initial period of segment, contributing to over 70% share to the value-added
the outbreak i.e. second half of March, 2020, the sales of the segment. Other products constitute buttermilk, flavored milk,
Company dropped. However, other value added product sales lassi, paneer and ice creams/frozen dessert. The yogurt plant,
reduced marginally, which went up subsequently. During the in collaboration with French company Novandie, is coming up
period of COVID-19 outbreak, the procurement prices of milk near Mumbai and civil works have already commenced.
came down.
Dairy Vertical:
The Company reviewed the value of investment in equity
shares of Future Retail Limited (FRL) which was acquired by the
Company in lieu of demerging its retail undertaking during the
financial year 2016-17. The total number of shares issued by
Future Retail Limited during FY 2017-18 was 1,78,47,420 at a ` 72,221 lakh
price of ` 165.29/- per share totaling ` 295 crore with a condition ` 2,67,944 lakh Revenue from
of upside sharing to FRL if the total value of investment crosses Revenue Value Added
` 400 crore etc. During the period, the highest unrealized value Products
of investment had gone up to ` 1100 crores and the unrealized

MDA
The Dairy division accounting for 99.65% of revenue is the Wholly – Owned Subsidiary:
flagship business vertical of the Company. The 4-year revenue To enhance presence in the Indian market, the Company has
of the dairy vertical is given below: one wholly owned subsidiary namely Heritage Nutrivet Limited
located in Hyderabad, which deals in Animal Nutrition, and
Dairy Turnover (` in Lakhs) is one of the leading Live Stock Feed & Feed Supplements
players in Southern India. It covers over 3 lakh farmers spread
FY 20 267944 across five states viz., Andhra Pradesh, Telangana, Tamil Nadu,
Karnataka and Maharastra. During FY 2019-20, the Company
FY 19 247918
achieved sales turnover of ` 10,385/- lakhs.
FY 18 234368
Discussion on Financial and Operational Performances
FY 17 187072 The Company has created significant wealth for its shareholders
as it continues to maintain its growth momentum to become
Value added Products Turnover (` in Lakhs) a nationally recognized brand for healthy and fresh products.
Given below is the Company’s performance for the last five
FY 20 72221 years in various parameters.
FY 19 61905 Net Worth Trend:

FY 18 52576 The net worth has shown a steady and constant ascent from
` 24,754 lakhs to ` 46,233 lakhs in the last five years.
FY 17 42491
Net Worth (` in Lakhs)
With a surge in revenue of the value-added products, from
` 42,491 lakhs in FY 17 to ` 72,221 lakhs in the current fiscal FY 20 46233
year, the percentage of contribution of value-added products FY 19 80496
to the dairy revenue has improved from a mere 17% to nearly
27% in the current year. The value-added products have been FY 18 77801
growing at a CAGR of 19.34% over the last 4 years.
FY 17 59322
Renewable Energy Vertical: FY 16 24754
Revenue Trend
The Renewable Energy Division strongly recognizes the The focused approach helped the Company to deliver an
responsibility towards protecting the environment. As a industry leading performance with a revenue growth of 8.40%
forward- looking enterprise, it is strongly committed to in FY20.
extending the Company’s ‘Green’ footprint. In line with this
Revenue (` in Lakhs)
thinking, the division has increased its Renewable Energy
Capacity to 4.09MW Solar Power and 6.30MW Wind Power in FY 20* 268111
the states of Andhra Pradesh, Telangana, Maharashtra, Tamil
Nadu and Karnataka for the captive consumption: FY 19* 248235
FY 18* 234401
FY 17* 187144
` 939 lakhs 10.39 MW

FY 16 238058
Revenue from Renewable
* Figures are from continuing operations
Renewable Energy Capacity
Energy

Dividend Payment History Earnings per Share
The Dividend and the payout ratio computed on consolidated Earnings per share (EPS) (Equity Shares of the face value of
profits have remained high. The dividend payout ratio in last ` 5/- each)
five years is shown below:
EPS (` in Rupees)
Dividend (` in Lakhs)
80
FY 20 11600 63
FY 19 928 60
FY 18 928 40
24
20 18
FY 17 928 13
FY 16 696 0
FY 16 FY 17 FY 18 FY 19 FY 20
-20
(34)
-40
Financial Overview
The following information is the standalone information of your company and it should be read in conjunction with the financial
statements and related notes for the financial year ended March 31, 2020.
Overview of Standalone Financial Results

2019 - 20 2018 - 19 FY 2020 Vs 2019
Particulars
Rs. In Lakhs % of Revenue Rs. In Lakhs % of Revenue % of Growth
Net Sales 267959.37 99.94 247946.42 99.88 8.07
Other operating income 151.26 0.06 288.51 0.12 (47.57)
Total Revenue 268110.63 100.00 248234.93 100.00 8.01
Less: Total Expenditure 254814.66 95.04 230036.03 92.67 10.77
Add: Other Income 832.39 0.31 1109.59 0.45 (24.98)
Profit before Interest, Depreciation and Tax* 14128.36 5.27 19308.49 7.78 (26.83)
Less: Finance costs 2080.72 0.78 2068.64 0.83 0.58
Depreciation & Amortisation 4803.59 1.79 4371.04 1.76 9.90
Profit / (Loss) before tax* 7244.05 2.70 12868.82 5.18 (43.71)
Less: Exceptional items - - - - -
7244.05 2.70 12868.82 5.18 (43.71)
Gain due to changes in the fair value of
29448.87 13109.85
derivative liabilities
Loss due to changes in the FVTPL equity
(51160.56) (13109.85)
securities
Profit before tax (14467.64) 12868.82
Less: Provision for current taxation (Incl. tax
1850.47 4228.00
earlier yrs)
Less: Provision for deferred taxation (317.67) 296.63
Profit / (Loss) after tax (16000.44) 8344.19
* Core Business

MDA
Standalone Segment results:

2019 - 20 2018 - 19 FY 2020 Vs 2019
Particulars
Rs. In Lakhs % of Revenue Rs. In Lakhs % of Revenue % of Growth
1. Total Revenue
a. Dairy 267767.46 247000.58 8.41
b. Renewable energy 938.72 1137.08 (17.44)
c. Others 176.87 917.89 (80.73)
Total (a+b+c) 268883.05 249055.55 7.96
2. Inter-segment Revenue
a. Dairy - - -
c. Others - - -
Total (a+b+c) 772.42 820.62 (5.87)
3. External Revenue
(Incl other operating income)
a. Dairy 267767.46 247000.58 8.41
c. Others 176.87 917.89 (80.73)
Total (a+b+c) 268110.63 248234.93 8.01
4. Segment Results
(Profit (+) / (Loss) (-) before tax and
finance costs)
a. Dairy 9026.63 3.37 14044.96 5.69 (35.73)
b. Renewable energy 442.84 47.17 659.25 57.98 (32.83)
c. Others 14.55 8.23 116.42 12.68 (87.50)
Total (a+b+c) 9484.02 3.54 14820.63 5.97 (36.01)
Less: Finance Cost 2080.72 2068.64
Loss due to changes in the FVTPL equity
51160.56 13109.85
securities
Others 222.75 194.02
Add: Interest income 59.50 45.77
Gain due to changes in the fair value of
29448.87 13109.85
derivative liabilities
Dividend Income 4.00 4.00
Reversal of Diminution in value of invest-
- 261.09
ments
Total Profit before Tax (14467.64) 12868.82

Segment wise Revenue Break-up:
2019 - 20 2018 - 19
Dairy
Finished goods sold
Milk 175413.52 156409.04
Value Added Products 72220.73 61819.49
Fat Products 14369.73 20687.06
Skimmed Milk Powder 15.49 65.57
Total 262019.47 238981.16
Traded goods
Milk 1188.67
Value Added Products 85.38
Fat Products 320.42 2018.58
Others 200.43 403.96
E&I 5148.51 4076.06
Total 5669.37 7772.64
Sale of Service 73.24 228.96
Other operating income 5.38 17.82

Total Dairy Revenue 267767.46 247000.58
Renewable Energy
Finished goods sold 20.42 45.77
Other operating income 145.88 270.69
Total Renewable Energy Revenue 166.30 316.46
Others 176.87 917.89

Total Revenue 268110.63 248234.93
Cash Flow Analysis

Cash inflows
Particulars 2019 - 20 % 2018 - 19 %
Operating Cash flow 13844.02 70.22 19077.18 77.92
Change in working capital (net) 513.60 2.61 - -
Interest & Dividend on Investments 36.09 0.18 38.13 0.16
Movement in other bank balances, net 121.28 0.62 - -
Rent Received 166.88 0.85 144.42 0.59
Proceeds from Long Term Borrowings 5032.77 25.53 5223.32 21.33
Total 19714.64 100.00 24483.05 100.00
Cash Outflows
Particulars 2019 - 20 % 2018 - 19 %
Repayment of Long Term Borrowings 3699.54 18.74 3251.16 14.01
Change in Working capital (net) - - 1095.41 4.72
Taxes paid 1916.15 9.71 3718.33 16.02
Payment for purchase of property, plant and equipment(net) 9944.27 50.38 10488.98 45.19
Net Investments 750.10 3.80 1399.93 6.03
Movement in other bank balances, net - - 151.96 0.65
Interest Paid 1990.01 10.08 1984.27 8.55

MDA
Particulars 2019 - 20 % 2018 - 19 %

Rent Paid 317.88 1.61 - -
Dividend (includes dividend distribution tax) paid 1118.73 5.67 1118.73 4.82
Total 19736.68 100.00 23208.77 100.00
Net increase /(decrease) in cash and cash equivalents (22.04) 1274.28

Add: Opening Cash and Cash Equivalents (2962.93) (4237.21)
Cash and cash equivalents at the end of the period (2984.97) (2962.93)
Cash on hand 358.53 758.07
Balances with banks in current accounts 4973.80 5391.05
Cheques on hand - 111.02
Loans repayable on demand from banks (8317.30) (9223.07)
CASH
CASH INFLOW
INFLOW
2019-20
2018-19
25%
21%
1%
1%
1%
0%
3% 70%
78%
Operating Cash flow Rent Received

Proceeds from Long Term Borrowings
Change in working capital (net) Operating Cash flow
Movement in other bank balances, net Proceeds from Long Term Borrowings
Interest & Dividend on Investments Rent Received
CASH OUTFLOW
CASH OUTFLOW
2018-19
6% 2019-20
5%
1% 8% 14%
10% 19% 1%
5%
6%
4%
10% 16%
45%
50%
Payment for purchase of property,
Payment for purchase of property, plant and equipment (net)
plant and equipment (net) Taxes paid
Repayment of Long Term Borrowings Repayment of Long Term Borrowings
Interest Paid Taxes paid Interest Paid Net Investments
Dividend (includes dividend distribution tax) Change in Working capital (net)
Net Investments Rent Paid Dividend (includes dividend distribution tax) paid
Movement in other bank balances, net

Key Financial Ratios as per SEBI (LO&DR) Regulations, 2015
Particulars 31 March 2020 31 March 2019
Debtors Turnover Ratio 88 99
Inventory Turnover Ratio (on Cost of Goods Sold) 16 14
Interest Coverage Ratio 4.67 7.42
Current Ratio 0.83 0.82
Debt Equity Ratio 0.35 0.19
Operating Profit (PBIT) Margin (%) 3.44% 5.99%
Net Profit Margin (%) (5.97%) 3.36%
Return on Net Worth (RONW) (34.61%) 10.37%
Growth Strategy & Outlook Enhance Operational Efficiency

Expand Value-Added Products Portfolio Another important strategy of the Company is to optimise
Higher disposable incomes, rising awareness and preference management of its supply chain by developing customised
for healthier and nutritious alternatives have led to an increased processes and systems. Integrating modern technology across
demand for value-added dairy products. The Company all the verticals helps the Company augment its procurement
continues to expand its portfolio of value-added products such and distribution capabilities and better manage the inventory,
as curd, buttermilk, flavoured milk and paneer etc. to cater while use of data analytics generates better understanding on
to evolving consumer aspirations. This, in turn, will offer the consumer behaviour. The aim is to minimise costs and achieve
Company high growth potential and improved margins. greater operational efficiency.
Increase Milk Procurement Outlook

The milk procurement system of the Company comprises more The dairy industry provides a plethora of opportunities,
than 3 lakh farmers from 8 states across the country. Milk driven by growing population and urbanization, changing
procurement at remunerative prices, timely payments and dietary patterns and increasing demand for value-added milk
support programmes aimed at improving milk production have products. The Company is poised to capitalise on these rising
enabled the Company to forge strong relationships with the opportunities and create innovative products that meet
farmer community. Further, judicious investments in village- diverse consumer requirements. It is looking at augmenting
level milk collection infrastructure, bulk coolers and chilling its presence in high milk producing and consuming states,
centres and processing capacity will enable the Company to extending the distribution network and enhancing production
scale its milk procurement levels. of value-added products. Further, the increased outlay towards
marketing and advertising will deepen its brand engagement.
Strengthen Product Reach Automated operations will be fundamental to strengthen its
The Company’s strong distribution network is fundamental to supply chain and improve processes, while ensuring minimal
supplying its products and delighting millions of consumers wastage and supreme quality. This well-defined strategy
each day. It is penetrating newer geographies and expanding will enable the Company to achieve its goal of ` 6,000 crore
presence in existing ones to increase distribution footprint revenue by 2024.
and product outreach. In addition, the Company is undertaking
strategic marketing and promotional activities to drive
consumer awareness of its products and propel brand recall.

MDA
Risks & Concerns

Type of Risk Description Mitigation Strategy
Competition Risk Increasing competition from dairy co- The Company’s strategy to stay ahead of the competition
operatives, larger private and international includes:
brands may affect the market share of the Know the competition
Company. Winning and retaining the customers
Differentiate
Step up the sustainable competitive advantage
Update its brand image
Look after the existing customers
Target new markets
Offer online deliveries
Climate Risk The Company is sensitive to unfavourable Measures to address the impact that dairy production
weather conditions, including extreme has on climate, such as new types of fertiliser, better
drought, incessant rainfall and natural animal genetics and more effective circulation of new
disasters. These factors affect the average technologies so that they are adopted by a greater share
milk yield and lead to price fluctuations, of farmers is adopted by the Company.
which could impact the profitability of the
Company.
Operational Risk Failure of systems/equipment, occurrence Identification of risks and risk areas
of cyber-attacks can disrupt the business Analysis, compilation and assessment of risk levels
operations, resulting in loss of revenues and Decisions and introduction of risk management model,
reputation of the Company. tools and governance
Right people for the right job
Monitoring and evaluations at regular intervals
Periodic risk assessment
Quality Risk The products manufactured by the Company Robust Standard Operating Procedures
are subject to inherent quality/safety issues Good Manufacturing Practices
such as contamination, adulteration or Statistical Process Control
tampering which may result in product Advanced Product Quality Planning
recalls and financial losses. Failure Modes and Effect Analysis
Supplier Quality Management
Non-Conformances / Corrective and Preventive Actions
Regulatory Risk Non-compliance with the applicable laws Sound corporate governance structure and practices in
and regulations may lead to stringent place aligned with the industry
penalties, claims and reputational damage. Greater clarity and confidence around the regulatory
risk framework
Understanding of both regulator expectations and
business processes and challenges
Raw material Risk Continued volatility in the price and Sourcing of the Highest Grade Materials
availability of raw materials on account Incoming Raw Material Testing and Inspection
of economic conditions, market demand, Animal Component-Free Raw Material
production levels could affect the revenues Dual Sourcing of Raw Material
and margins of the Company. Customer-Specific Raw Material Requirements

Human Resources Environment
People are the biggest strength of the Company. The
The aim of your Company is to develop business while
Company provides an open, inclusive and collaborative work
improving its environmental performance in order to create a
environment where employees can grow both professionally
more sustainable future. In order to achieve this, your Company
and personally. The HR policies of the Company are aimed at
continues to focus on measures for the conservation and
attracting, nurturing and retaining talented employees in a
optimal utilization of energy in all the areas of its operations.
constantly evolving business environment. The Application
Factories are encouraged to consistently improve operational
Tracking System (ATS) is a robust digital platform deployed by
efficiencies, minimize consumption of natural resources and
the Company for talent acquisition.
reduce water usage, energy usage and carbon emissions while
The Company believes that talent development is fundamental maximizing production volumes.
to boost employee motivation and performance. In pursuit of
Packaging and Plastic waste management:
this, it conducts various learning and development sessions
periodically to enhance the skills and capabilities of employees. Plastics play a key role in preventing food wastage and ensuring
The Company has a structured induction process at all locations the quality and safety of food products. However, the leakage
and management development programmes to upgrade the of plastic waste into the environment has become a significant
skills of managers. environment challenge. Your Company is strongly committed
to minimizing the impact that plastic has on the environment
Further, employee recognition programme is a vital part of the
and ensuring right disposal or reuse of packaging.
Company. Towards this, regular communication is done with
the top management for identifying and rewarding the best Supply Chain
performers across different divisions. In addition, objective
With increasing internet penetration and tech-savvy consumer,
appraisal systems based on Key Result Areas are in place to
embedding technology in the organizational processes is
reward senior level employees. As on March 31, 2020, the
important. With sales automation and specialised digital
employee strength of the Company stood at 3,130.
acceleration, your Company has taken significant steps to
Internal Control Systems and their Adequacy provide solutions for its diverse consumer base.
The Company has a well-defined internal control system By embracing digital transformation in operations, your
commensurate with the size and nature of its business. Company has adopted various forms of digital tools to drive
These internal controls ensure safeguarding of assets from engagement with partners leading to speed of response to
unauthorised use or disposition, proper recording and reporting customers and transparency of information in the value chain
of all transactions and compliance with applicable laws and processes and making product delivery simpler and faster.
regulations. The internal control systems are reviewed and During the period under review, your company has launched
modified continually to keep up with the changes in business consumer App, such as “Heritage Touch” which is a web based
environment and statutory requirements. mobile App that monitors and provides real time data on
product availability and freshness from retail outlets that are
The framework is monitored by the internal audit team of the
geo-mapped to the network.
Company. The Audit Committee of the Board is periodically
apprised of the internal audit findings. The Audit Committee Cautionary Statement
reviews the adequacy and effectiveness of the internal control
Statements in this report describing the Company’s
system, takes corrective actions and suggests measures for
objectives, projections, estimates and expectations may
strengthening it. The Company has a robust Management
constitute “forward looking statements” within the meaning
Information System in place which forms an integral part of the
of applicable laws and regulations that involve risks and
control mechanism.
uncertainties. Such statements represent the intention of the
Quality and Safety Management and the efforts being put into place by them to
achieve certain goals. Actual results might differ materially
Quality and Food Safety are highest priority for your Company.
from those either expressed or implied in the statement
The health of consumers is of paramount importance. To
depending on the circumstances. Therefore, the investors are
ensure this, your Company has systems and processes in place
requested to make their own independent assessments and
that ensures all products undergo stringent quality checks. All
judgments by considering all relevant factors before making
the offices and factories of your Company are certified under
any investment decision.
Safety and Health Management System that complies with ISO
45001:2018 & Environment Management System that complies
with ISO 14001:2015

CGR
Report On Corporate Governance
The Directors of Heritage Foods Limited (“the Company”) have • Have a simple and transparent corporate structure
pleasure in presenting the Company’s Report on Corporate driven solely by business needs
Governance for the Financial Year 2019-20 in pursuant to
• The Management is the trustee of the shareholders’
Regulation 34(3) read with Schedule V and other applicable
capital and not the owner.
provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, Transparency and accountability are the two basic
2015 (‘SEBI Listing Regulation’). requirements of Corporate Governance. Responsible
Corporate conduct is integral to the way the Company
1. COMPANY’S PHILOSOPHY ON CODE OF
do the business. The actions are governed by the values
CORPORATE GOVERNANCE
and principles which are reinforced at all levels in your
Corporate Governance is based on preserving core beliefs Company. The code of business is reflected in the
and ethical business conduct while maintaining a strong continued commitments to ethical business practices
commitment to maximise long-term stakeholder value. across the dealings.
Your Company is focused towards bringing transparency
Your Company firmly believes that Board independence
in all its dealings, adhering to well-defined corporate
is essential to bring objectivity and transparency in the
values and leveraging the corporate resources for long-
management and in the dealings of your Company. As
term value creation. on March 31, 2020, the Board consists of seven members
Your Company is committed to moulding Corporate out of which two (2) are Executive/ Whole-time Women
Governance practices in line with its core values, beliefs Directors, three (3) are Non-Executive Independent
and ethics. Your Company believes in attainment of Directors, one (1) is Non-Executive Independent Woman
highest levels of transparency in all facets of its operations Director and one (1) is Non-Executive Director.
and maintains an unwavering focus on good Corporate Ethics/Governance Policies:
Governance practices.
Your Company strives to conduct the business and
Your Company continues to strengthen its governance strengthen the relationship in a manner that is dignified,
principles to generate long-term value for its various distinctive and responsible. Your Company adhere to
stakeholders on a sustainable basis thus ensuring ethical ethical standards to ensure integrity, transparency,
and responsible leadership both at the Board and at the independence and accountability in dealing with
Management levels. stakeholders. Therefore, your Company have adopted
various codes and policies to carry out business in an
Your Company’s Corporate Governance Framework
ethical manner. Some of these codes and policies are:
ensures that making timely disclosures and share accurate
information regarding the financial and performance, as • Code of Conduct & Ethics for Board & Senior
well as the leadership and governance of the Company. Management
Your Company’s Corporate Governance Philosophy is • Code of Conduct for Fair Disclosure of Unpublished
based on the following principles: Price Sensitive Information
• Corporate Governance Standards should satisfy both • Code of Conduct to Regulate, Monitor & Report
the spirit of the law and the letter of the law Trading by Insiders
• Ensure transparency and maintain a high level of • Whistle Blower Policy
disclosure
• Policy on Materiality of Related Party Transactions
• Clearly distinguish between personal conveniences
• Corporate Social Responsibility Policy
and corporate resources
• Board Diversity and Nomination & Remuneration
• Communicate externally and truthfully, about how
Policy
the Company is run internally as permitted by the
statue.

• Board Evaluation Framework and risk mitigation measures, financial reports from the
• Policy for Determining Material Subsidiaries Chief Financial Officer (CFO) and business reports from
the division heads. Frequent and detailed interaction sets
• Risk Management Policy the agenda and provides the strategic roadmap for the
• Familiarisation Programme for Independent Company’s future growth.
Directors
2. BOARD OF DIRECTORS
• Policy on Preservation of Documents
(a) Composition and category of Directors
• Archival Policy
The Board policy is to have an appropriate mix of executive,
• Policy on Determination of Materiality of Events non-executive, independent and women directors to
• Business Responsibility Policy maintain the independence of the Board and separate
its functions of governance and management, which is
• Dividend Distribution Policy
in conformity with the requirement of Section 149(4) of
Appropriate Governance Structure with defined roles the Companies Act, 2013 (“the Act”) and Regulation 17 of
and responsibilities: the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 as amended from time to time. As on
Your Company has put in place an internal management
March 31, 2020, the Board consists of Seven (7) members,
structure with defined roles and responsibilities of every
out of (2) are Executive/Whole-time Women Directors,
constituent of the system. The Company’s shareholders
three (3) are Non-Executive Independent Directors, one
appoint the Board of Directors, which in turn governs
(1) is Non-Executive Independent Woman Director and
the Company. The Board has constituted six Committees
one (1) is Non-Executive Director. The Board periodically
to discharge its responsibilities in an effective manner.
evaluates the need for change in its composition and size.
The Company Secretary acts as the Secretary to all
the Committees of the Board constituted under the None of the Independent Directors on the Board serve as
Companies Act, 2013 and SEBI (Listing Obligations & an independent director in more than seven listed entities
Disclosure Requirements) Regulations 2015 as amended and none of the Directors on the Board is a member of more
from time to time. The Chairperson and the Vice than 10 Committees excluding private limited companies,
Chairperson & Managing Director (VC&MD) provide overall foreign companies and companies under Section 8 of the
direction and guidance to the business. In the operations Companies Act, 2013 (“the Act”) and Chairman of more than
and functioning of the Company, the VC&MD is assisted 5 Committees as specified in Regulation 26 of SEBI
by Executive Director and a core group of senior level (Listing Obligation and Disclosure Requirements)
executives. Regulations, 2015, across all the Companies in which he/
she is a Director. The Directors have made the necessary
Board Leadership:
disclosures regarding Committee positions during the
Your Company believes that an enlightened Board period under review. For the purpose of determination
consciously creates a culture of leadership to provide a of limit of the Board Committees, chairpersonship and
long-term vision and policy approach to improve the quality membership of the Audit Committee and Stakeholders’
of governance. The Board’s actions and decisions are Relationship Committee has been considered as per
aligned with the Company’s best interests. It is committed Regulation 26(1)(b) of SEBI Listing Regulations.
to the goal of sustainably elevating the Company’s value
Roles, Responsibilities and Duties of the Board
creation. Your Company has defined guidelines and an
established framework for the meetings of the Board and The duties of Board of Directors have been enumerated
its Committees. These guidelines seek to systematise the in Listing Regulations, Section 166 of the Companies Act,
decision making process at the meeting of the Board and 2013 read with the ru les and Schedule IV of the said Act.
its Committees in an informed and efficient manner. The Board has complete access to all the information
within the Company. As a part of its function, the
The Board critically evaluates your Company’s strategic
Board periodically reviews all the relevant information,
direction, management policies and their effectiveness.
which is required to be placed before it, pursuant to
The agenda for the Board reviews include strategic review
the SEBI Listing Regulations, and, in particular, reviews
from each of the Board committees, a detailed analysis
and approves financial statements, business plans,
and review of annual strategic and operating plans and
projects, strategies, annual budgets, projects and capital
capital allocation and budgets. Additionally, the Board
expenditure. The Board discharges all its responsibilities,
reviews related party transactions if any, possible risks
functions, duties and obligations in timely and effective

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manner in accordance with applicable laws, keeping close toward goodwill, brand equity or Intellectual
watch on the business operations of the Company. The Property.
day- to day affairs of the Company are managed by the
• Significant labour problems and their proposed
Vice Chairperson & Managing Director assisted by the
solutions. Any significant development in Human
Executive Director and Senior Management team of the
Resources/ Industrial Relations front like signing
Company under the overall supervision of the Board.
of wage agreement, implementation of Voluntary
Availability of information to Board Members Retirement Scheme etc.
The Board has unrestricted access to all Company related • Sale of investments, subsidiaries, assets which
information including that of your employees. Regular are material in nature and not in normal course of
updates provided to the Board include: business.
• Annual operating plans and budgets, capital budgets • Details of foreign exchange exposures and the steps
and any updates thereon taken by management to limit the risks of adverse
exchange rate movement.
• Quarterly results of the operating divisions or
business segments • Non-compliance with any regulatory, statutory or
listing requirements, as well as shareholder services,
• Quarterly/Annually report on Management
such as non-payment of dividend and delays in share
Information System division wise
transfer etc.
• Monthly summary report of Internal Audit
Post Board Meeting Mechanism
observations division wise
All the decisions taken by the Board and its Committees
• The Board minutes of the Subsidiaries/Associate
are were promptly communicated to the concerned
Companies/Joint Venture Company
departments or divisions. Action taken/status reports on
• The Board Minutes of Heritage Farmer Welfare Trust decisions of the previous meeting(s) are followed-up and
placed at the next meeting for information and further
• General notices of interest received from Directors,
recommended actions, if any.
if any
Selection of Independent Directors
• Dividend data
Considering the requirement of skill sets on the Board,
• Minutes of meetings of previous Board & Committee
eminent people having an independent standing in their
Meetings and abstracts of Circular Resolutions
respective field/profession and who can effectively
passed, (if any) etc.
contribute to the Company’s business and policy decisions
• Information on recruitment and remuneration of are considered by the Nomination and Remuneration
senior officers just below the Board level, including Committee for appointment as Independent Director
appointment or removal of the Chief Financial on the Board. The Committee, inter alia, considers
Officer and Company Secretary, if any. qualification positive attributes, area of expertise and
• Materially important Show cause, demand, penalty/ number of Directorships and Memberships held in various
prosecution notices, which are materially important. committees of other Companies by such persons in
accordance with the Company’s Policy for Selection of
• Fatal or serious accidents, dangerous occurrences, Directors and determining Directors’ independence. The
any material significant effluent or pollution Board considers the Committee’s recommendation, and
problems. takes appropriate decision.
• Any materially relevant defaults in financial Meetings of Independent Directors
obligations to and by us or substantial non-payment
for goods sold by the Company. Pursuant to Schedule IV of the Companies Act, 2013 &
Rules made there under and SEBI (Listing Obligations
• Any issue that involves possible public or product & Disclosure Requirements) Regulations, 2015 as
liability claims of a substantial nature amended from time to time, the independent directors
• Details of joint ventures or collaboration agreements, of the Company shall hold at least one meeting in a year,
if any. without the attendance of non-independent directors
and members of the Management. The meeting shall
• Transactions that involve substantial payments review the performance of non-independent directors

and the Board as a whole; review the performance of the No. of Committee
Category of
Chairperson of the Board, taking into account the views other Memberships# Directorship
of the executive directors and non-executive directors; Direc- (Including
and name of
tor- Heritage
assess the quality, quantity and timeliness of flow of the other
Name ships* Foods)
listed Compa-
information between the Management and the board (In- ny(s)
that is necessary for it to effectively and reasonably cluding Mem- Chair- as on 31-03-
Heritage ber man 2020
perform its duties. Foods)
One meeting of Independent Directors was held during Amara Raja
the year i.e. on May 22, 2019. Batteries
Limited – Non
Succession planning Executive
Independent
The Nomination and Remuneration Committee works Mr. N. Sri Vishnu Raju 19 2 1 Director
with the Board on the leadership succession plan, and also Zydus Wellness
prepares contingency plans for succession in case of any Limited – Non
exigencies. Executive
Independent
(b) Attendance of each Director at the meeting of Director
the Board of Directors and last Annual General Mr. Rajesh Thakur Ahuja 4 1 - Nil
Meeting: Mrs. Aparna Surabhi 4 - 1 Nil
No. of BoardAttendance Non Executive Director

Meetings at Last AGM Dr. V. Nagaraja Naidu 3 1 1 Nil
Name
on August 30, Whole-time Director
Held Attended
2019
Mrs. N Bhuvaneswari 5 1 - Nil
Independent Director
Mrs. N Brahmani 6 - - Nil
Mr. D Seetharamaiah 8 8 Yes * The directorships held by directors as mentioned above, does
Mr. N Sri Vishnu Raju 8 6 No not include directorships in Foreign Companies.
# In accordance with Regulation 26 of the Listing Regulations,
Mr. Rajesh Thakur Ahuja 8 8 Yes
Membership(s) / Chairmanship(s) of only Audit Committees
Mrs. Aparna Surabhi 8 8 Yes and Stakeholders’ Relationship Committees in all Public
Limited Companies have been considered.
Non Executive Director
(d) Number of meeting of the Board of directors
Dr. V Nagaraja Naidu 8 8 Yes
held and dates on which held:
Whole-time Director
Mrs. N Bhuvaneswari 8 8 Yes
Eight (8) Board meetings were held during the
year ended March 31, 2020 and the gap between
Mrs. N Brahmani 8 8 Yes
two meetings did not exceed one hundred and
Video conferencing facilities are other audio video means twenty days. The said meetings were held on:
are also provided to Directors travelling/ residing abroad or May 22, 2019, July 31, 2019, August 30, 2019,
at other locations to participate in the meetings October 30, 2019, November 27, 2019, January
(c) Name and number of other board of directors or 30, 2020, February 28, 2020 and March 27, 2020.
committees in which a director is a member or The necessary quorum was present for all the
chairperson: meetings
The tentative dates for Board meetings in the
No. of Committee Category of
other Memberships# ensuing financial year are decided in advance
Directorship
Direc- (Including and name of and published as part of the Annual Report. The
tor- Heritage the other Non-executive Chairperson of the Board and
Name ships* Foods) listed Compa-
(In- the Company Secretary, draft the agenda for
ny(s)
cluding Mem- Chair- as on 31-03- each meeting, along with explanatory notes, in
Heritage ber man 2020 consultation with the Vice Chairperson & Managing
Foods)
Director and communicate these in advance to the
Directors. Every Board member can suggest the
Mr. D. Seetharamaiah 4 2 0 Nil
inclusion of additional items in the agenda. The
Board meets at least once a quarter to review the

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quarterly results and other items on the agenda. ii. General management/Governance and
Additional meetings are held when necessary. Compliance: Service on a company board to develop
insights about maintaining board and management
(e) Disclosure of relationship between directors
accountability, Strategic thinking, decision making,
inter-se:
protecting shareholder interests, and observing
As on March 31, 2020, the Board consists of Seven appropriate governance practices. Ability to identify
(7) members, out of which (2) are Executive/Whole- key risks to the organisation in a wide range of
time Women Directors, three (3) are Non-Executive areas including legal and regulatory compliance
Independent Directors, one (1) is Non-Executive and monitor risk and compliance management
Independent Woman Director and one (1) is Non- frameworks and systems.
Executive Director.
iii. Financial skills: Understanding the financial
None of the Directors has relations with each other statements, financial controls, risk management,
except executive director/Whole-time director of mergers and acquisition, etc. Management of
the Company. Mrs. N Brahmani, Executive Director the finance function of an enterprise, resulting in
of the Company is the daughter-in-law of Mrs. N proficiency in complex financial management, capital
Bhubaneswari, Vice Chairperson cum Managing allocation, and financial reporting processes, or
director of the Company. experience in actively supervising a financial officer,
(f) Number of shares and convertible instruments accounting officer, controller, auditor or person
held by non-executive directors: performing similar functions
None of the Non-executive directors of the Company iv. Technical and professional skills/ Policy
are having shares and convertible instruments except Development: Ability to identify key issues and
Dr. V. Nagaraja Naidu, Non-Executive Director of the opportunities for the Company within the Dairy
Company is holding 1,01,250 equity shares. industry and develop appropriate policies to define
the parameters within which the organisation
(g) Familiarisation programmes for Board Members
should operate and knowledge including legal and
The Board members are provided with necessary regulatory aspects.
documents/ brochures, reports and internal policies
to enable them to familiarise with the Company’s v. Operational Skill/ Strategy planning, Mergers and
procedures and practices. Periodic presentations are Acquisitions: Experience in operating and managing
made at the Board and its Committee Meetings, on on dairy business. Ability to think strategically and
business and performance updates of the Company identify and critically assess strategic opportunities
and business strategy. Detailed presentations on and threats and develop effective strategies in
the Company’s business segments were made at the context of the strategic objectives of the
the meetings of the Directors held during the year. Company’s relevant policies and priorities. Leading
Site visits to various plant locations are organized growth through acquisitions and other business
for the Directors to enable them to understand the combinations, with the ability to assess ‘build or
operations of the Company. buy’ decisions, analyze the fit of a target with the
Company’s strategy and culture, accurately value
(h) Skils/Expertise/Competencies of the Board of transactions, and evaluate operational integration
Directors plan.
The following is the list of core skills/expertise/
vi. Leadership: Extended leadership experience for
competencies identified by the Board of Directors as
a significant enterprise, resulting in a practical
required in the context of the Company’s business(es)
understanding of organizations, processes, strategic
for it to function effectively and those available with
planning, and risk management. Demonstrated
the Board as a whole.
strengths in developing talent, planning succession,
i. Sales & Marketing: Experience in sales and marketing and driving change and long-term growth. Oversee
management based on understanding of the strategic human resource management including
consumer & consumer goods industry, developing workforce planning, employee and industrial
strategies to grow sales and market share, build relations and oversee large scale organisational
brand awareness, equity and enhance enterprise change.
reputation.

vii. Information Technology: A significant background in technology, resulting in knowledge of how to anticipate
technological trends, generate disruptive innovation, and extend or create new business models. Knowledge and
experience in the strategic use and governance of information management and information technology within the
organisation.
viii. International Business: Knowledge of and experience in companies with operations outside of India.
The Directors of your Company comprises of qualified individuals who collectively possess the above skills, competencies,
and experience across diverse fields that enable them to make effective contributions to the Board and its Committees.
Given below is a list of core skills, expertise and competencies of the individual Directors:
Area of Expertise
Strategy
Director Governance
Policy Information planning, Sales & International
Financial Leadership and
Development Technology Mergers and Marketing Business
Compliance
Acquisitions
Mr. D. Seetharamaiah √ √ √ √ √ √
Mr. N. Sri Vishnu Raju √ √ √ √ √ √ √ √
Mr. Rajesh Thakur Ahuja √ √ √ √ √ √ √ √
Mrs. Aparna Surabhi √ √ √ √ √ √ √
Dr. V. Nagaraja Naidu √ √ √ √ √ √ √ √
Mrs. N Bhuvaneswari √ √ √ √ √ √ √ √
Mrs. N Brahmani √ √ √ √ √ √ √ √
These skills/competencies are broad-based, encompassing several areas of expertise/experience. Each Director may
possess varied combinations of skills/experience within the described set of parameters, and it is not necessary that all
Directors possess all skills/experience listed therein.
(i) Declaration by Independent Directors
All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of
Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and 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.
They also declare that apart from receiving director’s remuneration (sitting fees) did not have any pecuniary relationship
or transactions with the company, its promoter, its directors, senior management and they are not a material supplier,
service provider or customer or a lessor or lessee of the company, which may affect their independence, and was not a
substantial shareholder of the company i.e. owning two percent or more of the block of voting shares.
(j) Reason for resignation of an Independent Director
During the year none of the Directors resigned from the Board.
(k) Policy for Prevention of Insider Trading
The Company has adopted a Policy for Prohibition of Insider Trading (‘Policy/Code”) for Regulating, Monitoring and
Reporting of Trades by Designated Persons’ (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (The PIT Regulations).
The Policy is applicable to Promoters, Member of Promoter’s Group, all Directors, designated persons and third parties
such as auditors, consultants etc. who are expected to have access to unpublished price sensitive information relating
to the Company. The trading window is closed from the first day of the every quarter and will open after the 48 hours of
the declaration of financial results and occurrence of any material events as per the code. The Audit Committee of the
company shall review compliance with the provisions of these regulations at least once in a financial year and shall verify
that the systems for internal control are adequate and are operating effectively.
The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI)’ in compliance with the PIT Regulations. The listed company also has a whistle-blower

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policy to make employees aware of such policy to report thereon before submission to the Board for
enable employees to report instances of leak of approval; -
unpublished price sensitive information. The Code
v. Reviewing with the management, the statement of
& policies are displayed on the Company’s website
uses/application of funds raised through an issue,
viz. www.heritagefoods.in. All Directors and Senior
the statement of funds utilized for purposes other
Management of the Company are affirmed the
than those stated in offer documents/prospectus/
compliance of all policies for the financial year ended
notice and the report submitted by the monitoring
March 31, 2020.
agency monitoring the utilization of proceeds of
BOARD COMMITTEES a public or rights issue, and making appropriate
recommendations to the board to take up steps in
The Board of Directors of the Company are having 6
the matter;
(Six) Committees as on March 31, 2020 i.e.
vi. Reviewing and monitoring the auditor’s
i. Audit Committee
independence and performance and effectiveness
ii. Nomination & Remuneration Committee of audit process;
iii. Stakeholders Relationship Committee vii. Approval or any subsequent modification of
iv. CSR Committee transactions of the Company with related parties;
v. Risk Management Committee viii. Scrutiny of inter-corporate loans and investments;
vi. Management Committee ix. Valuation of undertakings or assets of the Company,

wherever it is necessary;
The quorum for committee meetings is as per the
Companies Act and SEBI Listing Regulation. The x. Evaluation of internal financial controls and risk
Company Secretary of the company is acting as the management systems;
Secretary in each Committee. xi. Reviewing with the management, performance of
3. AUDIT COMMITTEE statutory and internal auditors, adequacy of the
internal control systems;
(a) Brief description of term of reference:
xii. Reviewing the adequacy of internal audit function
The Committee composition meets with requirements of and discussion with the internal auditors of any
Section 177 of the Companies Act, 2013 and Regulation significant findings and follow up thereon;
18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from xiii. Reviewing the findings of any internal investigations
time to time. Members of the Audit Committee possess by the internal auditors into matters where there is
financial accounting expertise/exposure. suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting
Terms of reference the matter to the Board;
The terms of reference of the Audit Committee in xiv. Discussion with the statutory auditors before the
alignment with the provisions of the SEBI (Listing audit commences, about the nature and scope of
Obligations and Disclosure Requirements) (Amendment) audit as well as post-audit discussion to ascertain any
Regulations, 2018 (Amended Listing Regulations 2018), area of concern;
are as follows:
xv. To look into the reasons for substantial defaults in
i. Oversight of the Company’s financial reporting the payment to the depositors, debenture holders,
process and the disclosure of its financial information shareholders and creditors;
to ensure that the financial statement is correct,
sufficient and credible; xvi. Review the functioning of whistle blower mechanism;
ii. Recommendation for appointment, remuneration xvii. Approval of appointment of Chief Financial Officer;
and terms of appointment of auditors; xviii. Reviewing the utilization of loans and/or advances
iii. Approval of payment to statutory auditors for any from/investment by the holding company in the
other services rendered by the statutory auditors; subsidiary exceeding ` 100 crore or 10% of the asset
size of the subsidiary, whichever is lower including
iv. Reviewing with the management, the quarterly/ existing loans/advances/investments existing as on
annual financial results/statements and auditor’s the date of coming into force of this provision

xix. Such other matter as prescribed under Part-B of Mrs. N. Bhuvaneswari, Vice Chairperson & Managing
Schedule-II of SEBI Listing Regulation and from time Director, Mrs. N. Brahmani, Executive Director, Dr. M.
to time be required under any statutory, contractual Sambasiva Rao, President, Mr. A Prabhakara Naidu, Chief
or other regulatory requirement Financial Officer of the Company are permanent invitees
and Auditors are also invited to the Audit Committee
(b) Composition, name of the members and
Meeting, Mr. Umakanta Barik, Company Secretary is the
chairperson:
Secretary to the Committee.
Composition of the Committee as on March 31, 2020:
4. NOMINATION & REMUNERATION COMMITTEE
Name Designation Category
(a) Brief description of terms of reference:
Non Executive
Mrs. Aparna Surabhi Chairperson
The terms of reference, constitution, powers, quorum
Non Executive
Mr. N Sri Vishnu Raju Member and other matters in relation to the Nomination and
Non Executive Remuneration Committee are as per of the Regulation
Mr. D Seetharamaiah Member
Independent Director 19 read with Part D of Schedule II of SEBI Listing
Non Executive Regulations, Section 178 of the Companies Act, 2013
Mr. Rajesh Thakur Ahuja Member
and in accordance with the SEBI (Share Based Employee
Dr. V. Nagaraja Naidu Member Non Executive Director
Benefits) Regulations, 2014, as amended from time to
Apart from the aforementioned terms of reference, the time.
Audit Committee mandatorily monitors and provides
Further, in terms of the provisions of the Amended
an effective supervision of the Management’s financial
Listing Regulations, 2018, the terms of reference of the
reporting process, to ensure accurate and timely
Committee are as follows:
disclosures, with the highest levels of transparency,
integrity and quality of financial reporting. The Audit i. Formulate the criteria for determining qualifications,
Committee oversees the work carried out in the financial positive attributes and independence of a director
reporting process by the Management, the internal and recommend to the Board of Directors a policy
auditors and the statutory auditors, and notes the relating to for remuneration for the directors, key
processes and safeguards employed by each of them. The managerial personnel and other employees;
committee has the ultimate authority and responsibility
to select, evaluate and where appropriate, replace the ii. Formulation of criteria for evaluation of performance
statutory auditors in accordance with the law. All possible of Independent Directors and the board of directors;
measures were taken by the committee to ensure the
objectivity and independence of the statutory auditors. iii. Devising a policy on diversity of board of Directors;
(c) Meeting and attendance during the year: iv. Identifying persons who are qualified to become
of Directors and who may be appointed in senior
Six meetings of Audit Committee were held during management in accordance with the criteria laid
the financial year 2019-20, i.e. May 22, 2019, July 31, down and recommend to the Board of Directors
2019, October 30, 2019, January 30, 2020, February 28, their appointment and removal;
2020 and March 27, 2020. The attendance details of the
Committee Meeting are as follows:- v. Whether to extend or continue the term of
appointment of the independent director, on the
No. of Meetings basis of the report of performance evaluation of
Name
Held Attended Independent Directors;
Mrs. Aparna Surabhi* 4 4
Mr. N Sri Vishnu Raju 6 5 vi. Recommend to the Board, all remuneration, in
whatever form payable to senior management
Mr. D Seetharamaiah 6 6
Mr. Rajesh Thakur Ahuja 6 6 vii. To formulate detailed terms and conditions of
Dr. V Nagaraja Naidu 6 6 employee stock option scheme which shall include
the provisions as specified by SEBI from time to time;
* Mrs. Aparna Surabhi has been appointed as the
Chairperson of the Audit Committee on 31.07.2019. viii. Determine the number of stock options to be
granted under the Company’s Employees Stock

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Option Schemes and administer any stock option to lay down the evaluation criteria for the performance
plan. of executive / nonexecutive / independent directors. The
questionnaire is a key part of the process of reviewing
(b) Composition, name of members and chairperson:
the functioning and effectiveness of the Board and for
identifying possible paths for improvement. Each Board
Designa-
Name Category member is requested to evaluate the effectiveness
tion
of the Board dynamics and relationships, information
Non-Executive
flow, decision-making of the directors, relationship to
Mr. N Sri Vishnu Raju Chairman Independent
stakeholders, company performance, company strategy,
Director
and the effectiveness of the whole Board and its various
Non-Executive committees on a scale of one to five. Feedback on each
Mr. D Seetharamaiah Member Independent
director is encouraged to be provided as part of the
Director
questionnaire and shares the feedback with the Chairman.
Non-Executive The Chairman discusses the feedback at the Board
Mr. Rajesh Thakur Ahuja Member Independent
Meeting.
Director
5. REMUNERATION OF DIRECTORS
The committee shall review and discuss all matters
pertaining to candidates and shall evaluate the candidates The Nomination and Remuneration Committee determines
in accordance with a process that it sees fit, passing on and recommends to the Board the compensation payable
the recommendations to the Board. The committee to director(s). All Board-level compensation shall be
coordinates and oversees the annual self- evaluation of approved by the shareholders and disclosed separately
the Board and of individual directors. The Committee in the financial statements. Remuneration for the Vice-
also review the performance and approve the revision of Chairperson & Managing Director and Executive Director
annual fixed salary & variable pay and promotions of all consists of fixed component and variable component.
the Employees one level below the Board including the
Functional Heads of the Company. The committee also The compensation payable to the Independent/
regularly evaluate the usefulness of such performance Non-Executive Directors is limited to sitting fees and
parameters, and make necessary amendments. reimbursement of actual conveyance, travelling and
other expenses for attending the Board & Committee
(c) Meeting and attendance during the year: meeting(s), as approved by the Board & shareholders,
as per the provisions of the Companies Act, 2013 and
The Nomination & Remuneration Committee held two
SEBI (Listing Obligations & Disclosure Requirements)
meetings during the financial year 2019-20 i.e. on May 22,
Regulations, 2015 as amended from time to time. The
2019 and March 27, 2020. The attendance details of the
performance of the Independent Directors are reviewed
Committee Meetings are as follows:
by the Board on an annual basis.
No. of Meetings (a) All pecuniary relationship or transactions of the
Name
Held Attended Non-Executive Directors
Mr. N Sri Vishnu Raju 2 2 There is no pecuniary relationship or transactions
Mr. D Seetharamaiah 2 2 between the company and Non-Executive directors
Mr. Rajesh Thakur Ahuja 2 1 except the sitting fees they are getting for attending
the board/committee meeting and dividend on
Mrs. N Brahmani, Executive Director, Dr. M Sambasiva Rao, shares held by him/her.
President of the Company are invitees to the Committee
Meeting, Mr. Umakanta Barik Company Secretary is the (b) Criteria of making payments to Non-Executive
Secretary to the Committee. Directors:
(d) Performance evaluation criteria for independent The Non-Executive Directors are paid remuneration
directors: by way of Sitting Fees and reimbursement
of actual expenses for attending the Board/
One of the key functions of the Committee is to monitor Committee Meeting. The Non-Executive Directors/
and review the board evaluation framework. The Board Independent Directors do not have any material
works with the nomination and remuneration committee pecuniary relationship or transactions with the

Company. The Performa appointment letter of (₹ in Lakhs)
the Non-Executive Director including the payment
Per-
thereof is available in the website of the Company Remu-
Sitting qui- Annu-
i.e. https://www.heritagefoods.in/uploads/investors Name nera- Total
Fees sites/ al Pay
/pdf/15861534467Draft_Appointment_Letter-_ tion
Perks
Non-Executive_Independent_Director.pdf. The
Independent Directors
details of the amount paid to all Directors are
Mr. D Seetharamaiah 5.40 - - - 5.40
disclosed in point no. 5(c)(i) of the Corporate
Mr. N Sri Vishnu Raju 4.70 - - - 4.70
Governance Report section in the Annual Report.
Mr. Rajesh Thakur Ahuja 4.20 - - - 4.20
(c) Other disclosures with respect to remuneration: Mrs. Aparna Surabhi 3.50 - - - 3.50
i. All elements of remuneration of individual directors Non Executive Directors
summarized under major groups such as salary, Dr. V Nagaraja Naidu 4.20 - - - 4.20
benefits, bonuses, stock options, pensions etc: Whole-time Directors
The Details of remuneration paid/payable for the Mrs. N. Bhuvaneswari - 180.00 15.75 203.59 399.33
year ended March 31, 2020 is as follows: Mrs. N Brahmani - 90.00 7.50 221.97 319.47
ii. Details of fixed component and performance linked incentives, along with the performance criteria:
The Non-Executive Directors of the Company were paid only sitting fees and reimbursement of actual expenses for Board/
Committee meetings. The performance criteria for two Executive Directors entitled for Performance Linked Incentive as
determined by the Nomination & Remuneration Committee, Board of Directors and approved by the Shareholders of the
Company as follows:
Mrs. N Bhuvaneswari – Vice-Chairperson & Mrs. N Brahmani – Executive Director

Particulars
Managing Director
A Salary `15.00 Lakhs (Rupees Fifteen Lakhs only) per `7.50 Lakhs (Rupees Seven Lakhs Fifty
month Thousand only) per month
B 1 Housing Furnished/unfurnished residential Furnished/unfurnished residential

accommodation or house rent allowance of accommodation or house rent allowance of
maximum of 50% of salary in lieu thereof. The maximum of 50% of salary in lieu thereof. The
expenditure incurred by the Company if any, expenditure incurred by the Company if any,
on gas, electricity and water shall be valued as on gas, electricity and water shall be valued as
per the Income Tax Rules, 1962. per the Income Tax Rules, 1962.
2 Medical Payment/Reimbursement of Medical Payment/Reimbursement of Medical

Reimbursement expenses incurred for self and family subject expenses incurred for self and family subject
to a ceiling of one month’s basic salary in to a ceiling of one month’s basic salary in
a year or as is provided by the Companies’ a year or as is provided by the Companies’
Group Medical Insurance Policy. Group Medical Insurance Policy.
3 Leave Travel For self and family, once a year subject to For self and family, once a year subject to
Assistance ceiling of one month’s salary. ceiling of one month’s basic salary.
4 Club Fees Fees of clubs subject to a maximum of Fees of clubs subject to a maximum of
two clubs. This will include admission and two clubs. This will include admission and
corporate annual membership fees. corporate annual membership fees.
5 Personal Premium of which shall not exceed ` 1,00,000 Premium of which shall not exceed ` 1,00,000
Accident (Rupees One Lakh only) per Annum (Rupees One Lakh Only) per Annum
Insurance

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Mrs. N Bhuvaneswari – Vice-Chairperson & Mrs. N Brahmani – Executive Director

Particulars
Managing Director
6 Books & Books & Periodicals and outfit requirements Books & Periodicals and outfit requirements
Periodicals not exceeding of ` 50,000/- (Rupees Fifty not exceeding of ` 45,000/-(Rupees Forty Five
Thousand only) per month. Thousand only) per month
7 Others Such other benefits, amenities, facilities and Such other benefits, amenities, facilities and
perquisites as per the rules of the Company, perquisites as per the rules of the Company,
as applicable and as may be permitted by the as applicable and as may be permitted by the
Board of Directors of the Company. Board of Directors of the Company.
C Other Benefits
1 Provident Fund As per rules of the company As per rules of the company
contribution
2 Gratuity As per rules of the company As per rules of the company
3 Leave As per rules of the company As per rules of the company

encashment
benefits
4 Superannuation As per rules of the company As per rules of the company

contribution
D 1 Car & Telephone The Company shall provide a car with driver, The Company shall provide a car with driver,
telephone, other communication devices telephone, other communication devices
at the residence and Mobile phone for the at the residence and Mobile phone for the
Companies business purpose. Companies business purpose.
E Performance / Annual Mrs. N. Bhuvaneswari shall be entitled for Mrs. N. Brahmani shall be entitled for
Pay Performance / Annual Pay, however the Performance/Annual Pay, however the
Performance/Annual Pay so paid plus her Performance/Annual Pay so paid plus her
substantive salary as referred to above from substantive salary as referred to above from
A to C shall not exceed 5% of the net profit A to C shall not exceed 4% of the net profit
of the Company calculated in accordance with of the Company calculated in accordance with
Sec.197 & 198 of the Companies Act, 2013 and Sec.197 & 198 of the Companies Act, 2013 and
read with the Schedule V of the Companies read with the Schedule V of the Companies
Act, 2013 and ruled made thereof as approved Act, 2013 and ruled made thereof as approved
by the Remuneration Committee and Board by the Remuneration Committee and Board
of Directors approved by the members of the of Directors approved by the members of the
Company. Company.
F Minimum in case of losses or inadequacy of profits in any in case of losses or inadequacy of profits in any
Remuneration financial year during her tenure she shall be financial year during her tenure she shall be
eligible for a minimum remuneration of ` 15 eligible for a minimum remuneration of ` 7.50
lakhs (Rupees Fifteen Lakhs Only) per month, Lakhs (Rupees Seven Lakhs Fifty Thousand
perquisites and allowances as referred above only) per month, perquisites, and allowances
from A to D.” as referred above from A to D.”

iii. Service contracts, notice period, severance fees: iv. Review of various measures and initiatives taken
by the listed entity for reducing the quantum of
The Company has entered service contract/issued
unclaimed dividends and ensuing timely receipt of
appointment letter with executive directors having
dividend warrants/annual reports/statutory notices
a 3 month’s notice period either side and there is no
by the shareholders of the Company
severance fees involved for any of its directors of the
Company. The Company also has issued appointment The terms of reference of the Stakeholders Relationship
letter to Non-Executive independent director as Committee further includes to approve, Sub- division,
prescribed by the companies Act and applicable Consolidation and issue of new/duplicate share
regulations. certificates, whenever requested for by the shareholders
iv. Stock option details, if any and whether issued at a of the company.
discount as well as the period over which accrued
The Committee authorised Vice Chairperson & Managing
and over which exercisable:
Director and Executive Director of the Company to sign
The Company has not granted any stock option to any the Memorandum of Share Transfer/Transmissions
of its directors. Dr. V Nagaraja Naidu, Non-Executive submitted by Registrar of Transfer Agent and counter
Director of the Company is holding 1,01,250 equity signed by Company Secretary of the company and same
shares, Mrs. N Bhuvaneswari and Mrs. N Brahmani, to be rectified by the Committee in subsequent meeting
Executive/ Whole-time Directors of the Company are
(a) Name of non-executive director heading the
holding 1,06,61,652 and 2,02,000 equity shares of
committee:
the Company respectively as on March 31, 2020.
Besides dividend on equity shares, if any, held by the Dr. V Nagaraja Naidu – Non-executive Director
Directors and payments as mentioned above no other
(b) Name and designation of compliance officer:
payments have been made nor have the Directors
of the company entered into any transactions of Mr. Umakanta Barik, Company Secretary acts as the
pecuniary nature. Secretary for the Committee who is designated as
Compliance Officer pursuant to SEBI (Listing Obligations
6. (a) STAKEHOLDERS RELATIONSHIP COMMITTEE
& Disclosure Requirements) Regulations, 2015.
The Stakeholders Relationship Committee’s (SRC)
composition and the terms of reference meet with the (c) Details of the Complaints /request during
requirements of SEBI (Listing Obligations and Disclosure Financial Year 2019-20 as follows:
Requirements) Regulations, 2015 and as specified in
Number of shareholder complaints/request received: 90
Section 178 of the Companies Act, 2013 & rules made
thereof as amended from time to time. Number of solved to the satisfaction to the shareholders: 90
Terms of Reference : Number of pending complaints: NIL
The terms of reference of SRC was framed in terms of
Composition, name of members and chairperson:
the provisions of the Companies Act, 2013 and Listing
Regulations. to align with the provisions of the Amended
Listing Regulations, 2018, which is given below: -
Dr. V Nagaraja Naidu Chairperson Non Executive
i. Resolving the grievances of the security holders of the Director
Company including complaints related to transfer/
Mr. D Seetharamaiah Member Non Executive
transmission of shares, non-receipt of annual report, Independent
non-receipt of declared dividends, issue of new/ Director
duplicate certificates, general meetings, etc.
Mr. N. Sri Vishnu Raju Member Non Executive
ii. Review of measures taken for effective exercise of Independent
voting rights by shareholders Director
iii. Review of adherence to the service standards Mrs. N Bhuvaneswari Member Executive Director
adopted by the Company in respect of various
Four Stakeholders Relationship Committee meetings
services being rendered by the Registrar and Share
were held during the financial year 2019-20. These
Transfer Agent
were held on May 22, 2019, July 31, 2019, October 30,

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2019 and January 30, 2020. The attendance details of CSR Committee Attendance:
the Committee Meeting are as follows:-
No. of Meetings
Stakeholders Relationship Committee Attendance: Name
Held Attended
No. of Meetings Mr. D Seetharamaiah 1 1

Name
Held Attended Mr. N Sri Vishnu Raju 1 1
Dr. V Nagaraja Naidu 4 4 Mrs. N Bhuvaneswari 1 1
Mr. D Seetharamaiah 4 4 Mrs. N Brahmani, Executive Director, Dr. M Sambasiva

Mr. N Sri Vishnu Raju 4 3 Rao, President and Mr. A Prabhakara Naidu Chief Financial
Officer of the Company are permanent invitees to the
Mrs. N Bhuvaneswari 4 4 Committee Meeting. Mr. Umakanta Barik Company
All valid requests for share transfer received during Secretary is the Secretary to the Committee.
the year have been acted upon and no such transfer is 6. (c) Risk Management Committee
pending.
The Committee’s prime responsibility is to implement
6. (b) Corporate Social Responsibility and monitor the risk management plan and policy of the
Committee (CSR) Company, Framing of Risk Management Plan and Policy,
Overseeing implementation of Risk Management Plan
The Committee’s prime responsibility is to assist the and Policy, Monitoring the process of risk management,
Board in discharging its social responsibilities by way Validating the process of risk management, Validating the
of formulating and monitoring implementation of the procedure for Risk Minimisation, Periodically reviewing
framework of ‘Corporate Social Responsibility policy’ and evaluating the Risk Management Policy and practices
observe practices of Corporate Governance at all levels, with respect to risk assessment and Risk Management
and to suggest remedial measures wherever necessary. process, Performing such other functions as may be
necessary or appropriate for the performance of its
The Committee’s constitution and terms of reference
oversight function.
meet with the requirements of the Companies Act, 2013
and rules made thereof as amended from time to time The Committee’s constitution and terms of reference
Composition of the Committee as on March 31, meet with the requirements of the Companies Act, 2013
2020: and rules made thereunder and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Mr. D Seetharamaiah Chairperson Non Executive
Independent Name DesignationCategory
Director
Mr. Rajesh Thakur Ahuja Chairperson Non Executive
Mr. N. Sri Vishnu Raju Member Non Executive Independent
Director
Mr. D Seetharamaiah Member Non Executive
Mrs. N Bhuvaneswari Member Executive Director Independent
Director
The committee shall be overseeing the activities/
Mr. N. Sri Vishnu Raju Member Non Executive
functioning with regards to Company’s project/ works of
Independent
M/s. NTR Memorial Trust, Hyderabad, being an external
Director
agency for implementation of the CSR activities of the
Company and identifying the areas of CSR activities, Mrs. N Bhuvaneswari Member Executive Director
programs and execution of initiatives as per pre-defined One Risk Management committee meeting was held
guidelines/policy. during the financial year 2019-20 on March 27, 2020.
One CSR Committee meetings was held during the The attendance detail of the committee meeting is as
financial year 2019-20 on June 28, 2019. The attendance follows:
details of the Committee Meeting are as follows:-

Risk Management Committee Attendance: During the preceding three years, the Company’s Annual
General Meetings were held at Auditorium Hall, 2nd
No. of Meetings
Name Floor, National Institute for Micro, Small and Medium
Held Attended
Enterprises, Yousufguda, Hyderabad-45. Details of date &
Mr. Rajesh Thakur Ahuja 1 1
time are as follows:
Mr. D Seetharamaiah 1 1
Mr. N Sri Vishnu Raju 1 1 Financial year Special Resolution(s)
Date and time
Mrs. N Bhuvaneswari 1 1 ended Passed
March 31, August 30, Re-appointment
Mrs. N Brahmani, Executive Director, Dr. M Sambasiva
2019 2019 at 10.30 of Mr. N Sri Vishnu
Rao, President and Mr. A Prabhakara Naidu Chief a.m. Raju (DIN:00025063)
Financial Officer of the Company are permanent invites as Non Executive
to the Committee Meeting, Mr. Umakanta Barik Company Independent Director
Secretary is the Secretary to the Committee. of the company
March 31, August 30, NIL
6. (d) Management Committee:
2018 2018 at 10.30
The terms of reference of the Management Committee a.m.
is to consider and dispose of any day to day matters, with March 31, August 23, NIL
a view to ensuring smooth operations and timely action/ 2017 2017 at 11.00
compliances. The Committee meets at frequent intervals a.m.
and disposes matters which are of urgent in nature (b) Whether any special resolutions passed in the
without having to wait for the next Board Meeting. previous three annual general meeting:
Yes, during the financial year 2018-19 a special resolution
Name DesignationCategory passed i.e.
Mr. D Seetharamaiah Chairperson Non Executive • Re-appointment of Mr. N Sri Vishnu Raju
Independent (DIN:00025063) as Non Executive Independent
Director
Director of the company for a second term of five
Mr. N Sri Vishnu Raju Member Non Executive years.
Independent
Director (c) Postal ballot:
Mrs. N Bhuvaneswari Member Executive Director
During the last financial year 2018-19, members of the
Four Management Committee meetings were held company have approved the resolutions, stated in the
during the financial year 2019-20. These were held on below table by requisite majority, by means of Postal
June 28, 2019, August 20, 2019, September 24, 2019 ballot, including Electronic Voting (e-voting). The Postal
and December 24, 2019. The attendance details of the Ballot Notice dated January 30, 2019 along with the
Committee Meeting are as follows:- Postal Ballot Form was sent in electronic form to the
Management Committee Attendance: members whose e-mail addresses were registered with
the Company/respective Depository Participants. The
No. of Meetings physical copies of the Postal Ballot Notice along with
Name
Held Attended Postal Ballot Form are sent by courier along with self-
Mr. D Seetharamaiah 4 4 addressed postage pre-paid Business Reply Envelope to
Mr. N Sri Vishnu Raju 4 4 all the members.
Mrs. N Bhuvaneswari 4 4
The Company had published a notice in the newspaper
Mrs. N Brahmani, Executive Director, Dr. M Sambasiva on February 8, 2019 in Financial Express and Visalaandhra
Rao, President and Mr. A Prabhakara Naidu Chief Financial in compliance with the provisions of the Companies Act,
Officer of the Company are permanent invitees to the 2013 and Secretarial Standard – 2. The voting period
Committee Meeting, Mr. Umakanta Barik Company commenced from at 9:00 a.m. on Friday, February 8,
Secretary is the Secretary to the Committee. 2019 and ended at 5:00 p.m. on Saturday, March 9, 2019
7. GENERAL BODY MEETINGS (IST). The voting rights of members were reckoned on the
paidup value of shares registered in the name of member/
(a) Location and time, where the last three annual beneficial owner (in case of electronic shareholding) as on
general meeting held: Friday, February 1, 2019.

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The details of the voting pattern are given below:
Votes Cast in favour Votes Cast against

Type of No of Votes
Name of the Resolution
Resolution Polled
No of Votes % No of Votes %
Re-appointment of Mr. D Seetharamaiah

(DIN:00005016) as Non-Executive
Special 30932683 30320831 98.02 611852 1.98
Independent Director for second term of
5 (five) consecutive years
Appointment of Mrs. Aparna Surabhi

(DIN01641633) as an Non-Executive
Ordinary 31120165 31119669 99.99 496 0.01
Independent Woman Director for a term
of 5 (five) consecutive years
Re-Appointment of Mrs. N.
Bhuvaneshwari (DIN:00003741) as
Whole-time Director designated as
Special 7461539 6849365 91.80 612174 8.20
Vice-Chair person and Managing Director
(VC&MD) of the Company for further
term of 5 (five) years w.e.f. April 1, 2019
Re-Appointment of Mrs. N. Brahmani

(DIN:02338940) as Whole-time Director
designated as Executive Director of the Special 7461542 6751014 90.48 710528 9.52
Company for further term of 5 (five)
years w.e.f. April 1, 2019
(d) Person who conducted the postal ballot process: Resolution- 2
The Board had appointed Mr. K.V.S. Subramanyam, Partner To approve for giving loan or guarantee or providing
of M/s.Ravi & Subramanyam (CP No: 4815) Practicing security in connection with loan availed by any of
Company Secretary, Hyderabad-500 063, as Scrutiniser to Company’s Subsidiary, Associate, Joint Venture Company
conduct the postal ballot process in a fair and transparent and other person specified under section 185 of the
manner and had engaged the services of Karvy Fintech Companies Act, 2013.
Private Limited as the agency for the purpose of providing
The e-voting was commenced on 9:00 am Tuesday, May 19,
e-voting facility.
2020 and will end on 5:00 pm Wednesday, June 17.2020.
Mr. K.V.S. Subramanyam, Scrutiniser, had submitted his The result will be declared on June 19, 2020. Mrs. Savita
report on the postal Ballot to the Chairman on March 12, Jyoti, Partner of, M/s. Savita Jyoti Associates, Practicing
2019. Company Secretary (CP No:1796) was appointed as
Scrutinizer for conducting the Postal Ballot in a fair and
(e) Whether any special resolution is proposed to be
transparent manner.
conducted through postal ballot:
(f) Procedure for postal ballot:
The Company has proposed to pass the following Special
Resolutions through Postal Ballot as per the Companies In compliance with Sections 108 and 110 and other
Act, 2013, rules made thereof and MCA circular dated applicable provisions of the Companies Act, 2013, read
April 08, 2020 and Apirl 13, 2020. with the related Rules, the Company provides electronic
voting (e-voting) facility, in addition to physical ballot,
Resolution- 1
to all its members. For this purpose, the Company has
To approve for giving guarantee or providing security engaged the services of M/s. Kfin Technologies Pvt Ltd.
under Section 185 of Companies Act, 2013 to the Joint
Postal ballot notices and forms are dispatched, along with
Venture Company
postage prepaid business reply envelopes to registered

members/ beneficiaries. The same notice is sent by email of the SEBI (Listing Obligations & Disclosure Requirements)
to members who have opted for receiving communication Regulations, 2015 as amended from time to time.
through the electronic mode. The Company also publishes
(d) News Releases, Presentations etc :
a notice in the newspaper declaring the details and
requirements as mandated by the Act and applicable The Quarterly results, Shareholding Patterns, Official
rules. News releases, analysis and information to investors,
etc. are displayed on the company’s website: www.
Voting rights are reckoned on the paid-up value of the
heritagefoods.in
shares registered in the names of the members as on the
cut-off date. Members who want to exercise their votes by (e) Presentations to institutional investors/analysts:
physical postal ballot are requested to return the forms,
duly completed and signed, to the scrutinizer on or before Detailed presentations are made to institutional investors
the close of the voting period. Those using the e-voting and financial analysts on the Company’s unaudited
option are requested to vote before the close of business quarterly as well as audited annual financial results.
hours on the last date of e-voting. These presentations are also uploaded on the Company’s
website www.heritagefoods.in
The scrutinizer will completes her scrutiny and submits
her report to the Chairperson, and the consolidated Annual Report: The Annual Report containing inter- alia
results of the voting are announced by the Chairperson/ Notice of the 28th Annual General Meeting, Audited
authorized officer. The results are also displayed on the Annual Accounts (Standalone & Consolidated), Directors’
Company website, www.heritagefoods.in, besides being Report including Annexure thereto, Auditors Report,
communicated to the stock exchanges and registrar and Management Discussion and Analysis, Report on
share transfer agent. Corporate Governance, Secretarial Audit Report and
other important information is circulated to Members and
8. Means of Communication others entitled thereto.
(a) Quarterly/Financial Results: Chairman’s Communiqué: The printed copy of the
Chairman’s speech is distributed to shareholders at
The Quarterly/Half yearly/Annual Un-Audited/Audited
Annual General Meeting venue.
Financial Results (Standalone & Consolidated) along with
the Limited Review Report from Statutory Auditors are Reminder to Investors: Reminders for unclaimed/ unpaid
uploaded in the website of the Company and submitted dividend and shares thereof are sent to shareholders as
to the Stock Exchanges as per the applicable provisions per records every year.
of the SEBI (LO&DR) Regulations, 2015 as amended from
time to time. NSE Electronic Application Processing System (NEAPS):
The NEAPS is a web-based application designed by
The shareholders are provided with the necessary National Stock Exchange of India Limited (NSE), Mumbai
information with notices sent for the Annual General for Corporates. All compliance filings like shareholding
Meeting / Extraordinary General Meeting. Any other pattern, corporate governance report, media releases,
information sought by shareholders is being provided on among others are filed electronically on NEAPS.
request.
BSE Corporate Compliance & Listing Centre (the ’Listing
(b) News Paper where results normally published: Centre‘): BSE’s Listing Centre is a web- based application
designed for Corporates. All compliance filings like
The quarterly/annual Financial results are published
shareholding pattern, corporate governance report,
in English newspaper namely i.e. Financial Express all
media releases, among others are also filed electronically
editions and vernacular language newspaper namely i.e.
on the Listing Centre.
Vishalandhra/Andhra Prabha Hyderabad edition.
SEBI Complaints Redress System (SCORES): The investor
(c) Website:
complaints are processed in a centralised web- based
The Company’s website i.e., www.heritagefoods.in complaints redress system. The salient features of this
contains a separate dedicated section ‘Investor Relations’ system are: Centralised database of all complaints, online
where shareholders information is available. Full text of upload of Action Taken Reports (ATRs) by concerned
Annual Report is also available on the website in a user companies and online viewing by investors of actions
friendly and downloadable format as per the requirement taken on the complaint and its current status.

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9. GENERAL SHAREHOLDER INFORMATION
(a) Company Identification No.(CIN) L15209TG1992PLC014332

Annual General Meeting - Date August 28, 2020 at 10:30 am
andTime
Venue The Company is conducting meeting through VC/OAVM pursuant to the Ministry
of Corporate Affairs (“MCA”) circular No. 20/2020 dated May 5, 2020 read together
with circulars No. 14/2020 dated April 8,2020 and No. 17/2020 dated April 13, 2020
and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and
SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and as such,
there is no requirement to have a venue for the AGM. The deemed venue shall
be the Registered Office of the Company. For further details please refer to the
Notice of this AGM.
(b) Financial year April 01 to March 31
Financial Calendar (tentative) June 30, 2020 – Last week of July, 2020
Results for the quarter ending September 30, 2020 – Last week of October, 2020
December 31, 2020 - Last week of January, 2021
March 31, 2021 - Last week of May, 2021
Annual General Meeting - August, 2021
Date of Book Closure Friday, August 21, 2020 to Friday, August 28, 2020 (both days inclusive)
(c) Dividend Payment date The dividend, if declared, shall be paid/credited to the respective bank account of
shareholders on September 04, 2020 subject to deduction of applicable taxes. The
dispatch of dividend warrants may take sometime due to COVID-19 pandemic.
(d) Listing on Stock Exchanges BSE Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001
National Stock Exchange of India Limited (NSE)
Exchange Plaza, Plot no. C/1, Bandra-Kurla Complex, Bandra (E), Mumbai - 400051
Payment of Listing Fee Annual listing fee for the year 2020-21 has been paid by the Company to BSE and
NSE.
(e) Stock / Scrip Code BSE – 519552
NSE – HERITGFOOD
(Shares of the Company are trading in demat form only as per the SEBI regulations)
ISIN Number for Equity Shares INE978A01027
(f) Market Price Data – high, low during each month of the (g) Performance in comparison to broad based indices –
financial year 2019-20 BSE MID CAP & NSE NIFTY
NSE BSE HERITAGE vs. BSE MID CAP

600 16500
Month (in ` per share) (in ` per share) 500 16000
15500
400
BSE MID CAP
15000
HIGH LOW HIGH LOW
HERITAGE
300 14500
200 14000
Apr-19 570.00 479.00 569.00 480.65 100
13500
13000
0 12500
May-19 545.00 410.00 520.40 408.00
Jun-19 436.00 388.00 426.00 387.00
HERITAGE BSE MID CAP
Jul-19 415.00 329.30 416.90 330.00
Aug-19 376.00 312.25 370.95 312.50
Sep-19 409.80 340.70 410.95 341.05 HERITAGE vs. S&P CNX NIFTY
Oct-19 386.00 289.90 385.00 288.00 600 13000
S&P CNX NIFTY
500
HERITAGE
12500
Nov-19 353.30 297.70 354.30 298.60 400
300
12000
200 11500
Dec-19 367.00 325.10 367.40 324.00 100 11000
0 10500
Jan-20 394.20 347.95 395.00 343.00
Feb-20 407.70 310.00 407.95 303.80
HERITAGE S&P CNX NIFTY
Mar-20 374.55 146.70 379.00 145.50

(h) During the year under review the securities of your Company are not suspended from trading by any of the stock
exchange where the shares are listed.
(i) Registrar to an issue and share transfer agent:
KFin Technologies Private Limited
(Formerly known as KFintech Private Limited)
Plot No. 31-32, Gachibowli, Financial District.
Nanakramguda, Hyderabad – 500 032
Tel: +91-40-67161566
Toll Free No.: 1800-4258-998;
Fax: +91-40-23114087
(j) Share transfer system:
SEBI vide its notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2019 notified that except in case of transmission or
transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in
dematerialized form with a depository and came into effect from April 01, 2019. However, transfer deed(s) once lodged prior
to deadline and returned due to deficiency in the document may be re-lodged for transfer even after the deadline of April 01,
2019 as per the clarification made by SEBI vide PR No.:12/2019 dated Mar 27, 2019. Therefore, transfers in physical form for
those shares are registered by the Registrar and share Transfer Agents immediately on receipt of completed documents and
certificates are issued within 7 days of date of lodgement of transfer. The Board has delegated the authority for approving
transfer, transmission, etc. of the Company’s securities to the Vice Chairperson & Managing Director/Executive Director. A
summary of transfer/ transmission of securities of the Company so approved by the Vice Chairperson & Managing Director/
Executive Director is placed at every Stakeholder’s Relationship Committee. The Company obtains from a Company Secretary
in Practice half- yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of SEBI
(Listing Obligations & Disclosure Requirement) Regulations 2015 and files a copy of the said certificate with Stock Exchanges.
(k) Distribution of Shareholding as on March 31, 2020
Total
Number of As a % of
Category Code Category of Shareholder Number
Share-holders (A+B+C)
of Shares
(A) Shareholding of Promoters and Promoter Group
1 Indian 13 1,85,13,392 39.90
2 Foreign 0 0 0
Total Shareholding of Promoter and Promoter Group 13 1,85,13,392 39.90
(B) Public Shareholding
1 Institutions 71 89,96,970 19.39
2 Non-institutions 22,454 1,88,87,638 40.71
Total Public Shareholding 22,525 2,78,84,608 60.10
Shares held by Custodians and against which Depository
(C)
Receipts have been issued
1 Promoter and Promoter Group 0 0 0
2 Public 0 0 0
TOTAL (A)+(B)+(C) 22,538 4,63,98,000 100.00

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Shareholding Pattern by Size as on March 31, 2020
Category No. of
No. of Shareholders % of Total Shares
(No. of Shares) Shares
Up to 500 21,243 32,73,754 7.06
501 - 1000 663 9,63,149 2.08
1001 - 2000 310 9,21,191 1.99
2001 - 3000 71 3,52,451 0.76
3001 - 4000 47 3,44,287 0.74
4001 - 5000 43 4,00,164 0.86
5001 - 10000 65 9,85,150 2.12
10001 - Above 96 3,91,57,854 84.40
TOTAL 22,538 4,63,98,000 100.00
(l) Dematerialization of shares and liquidity:
Total Shares in Demat and Physical form as on March 31, 2020.
Sl. No Category No. of Holders Total Shares % To Equity

1 Physical 868 6,78,500 1.46
2 NSDL 12,962 3,98,79,441 85.95
3 CDSL 8,708 58,40,059 12.59
Total 22,538 46398000 100.00
Dematerialisation of Shares
98.54% of the Company’s paid-up Equity share capital has been dematerialised as on March 31, 2020. The total holdings
of shares of promoters/PAC are in Demat form. The trading of the Equity shares of the company is permitted only in
dematerialised form as per the notification issued by SEBI.
The Company has complied the Regulation 31(2) of SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015, as
follows:
Total Shares In Demat Form

Category of
No of Number No of % of Respective
Shareholder No of Shares
Shareholders of shares Held Shareholders Shareholding
Promoters &
13 1,85,13,392 13 1,85,13,392 100%
Promoters Group
Public 22,525 2,78,84,608 21,657 2,72,06,108 97.57%
Total: 22,538 4,63,98,000 21,670 4,57,19,500
To enable us to serve our investors better, we request shareholders whose shares are in the physical mode to dematerialize
their shares and update their bank accounts with the respective depository participants.
(m) The Company has not issued any ADRs/GDRs/ (o) Major Plant Locations:
Warrants or any convertible instruments during the B. Kotha Kota
year under review. Bering (V), Sankarapuram (Post),
(n) Commodity price risk or foreign exchange risk and Kotha kota (M), Chittoor Dist-517370
hedging activities: Andhra Pradesh, India
The Company is subject to the Commodity price risk Bayyavaram

due to fluctuation price of Dairy products. During the Bayyavaram (V),
year Company has exported very less amount of Dairy Kasimakota (M), Visakhapatnam Dist.-531031
products all receivables are in US Dollars and it is subject Andhra Pradesh, India
to the foreign exchange risk. The risks are tracked and
monitored on regular basis.

Bengaluru Telangana, India
Yadavanhalli (V) Neraluru Post, Attibele Hobli
Shameerpet
Anekal Taluk Bengaluru South-562107
Survey No 174,198, 203.
Karnataka, India
Sampanbole Village Shamirpet Mandal,
Bhattiprolu Medchal Dt-500 078, Telangana, India
Vellaturu Raod, Bhattiprolu (V) & (M),
Uppal
Guntur. Dist-522 256
C- 10 Raoad No 7,
Andhra Pradesh, India
IDA Uppal, Hyderabad-500 039
Bobbili Telangana, Inidia
Mettavalasa (V),
(p) Address for Correspondence
Growth Center, Bobbili,
Vizianagaram Dist-535 558 Investor Correspondence
Andhra Pradesh, India KFin Technologies Private Limited
(Formerly known as KFintech Private Limited)
Chittoor
Sundrajapuram (V),
Plot No. 31-32, Gachibowli, Financial District.
ER palli post, G.D Nellore (M),
Nanakramguda, Hyderabad – 500 032
Chittoor Dist-517 125
Tel: +91-40-67161566
Toll Free No.: 1800-4258-998; Fax: +91-40-23001153
Gokul Website: www.kfintech.com
Kasipentala (V),
Any query on the Annual Report
Charndragiri (M), Chittoor Dist-517 101
Mr. Umakanta Barik
Company Secretary & Compliance Officer
Pamarru
Heritage Foods Limited,
Yendagandi (V), K.Gangavaram(M),
East GodavariDist-533 305
Hyderabad-500 082, Telangana, India,
Tel: +91-40-23391221
Rai E-mail: [email protected]
D No.497, Food Park, Phase 1, Website: www.heritagefoods.in
Sector-38, Industrial Estate – HSIIDC,
(q) Credit Rating:
Rai, Sonipat Dist-131 029,
Haryana, India During the year under review your Company has
obtained the Credit Rating from CRISIL Limited an S & P
Sangvi
Global Company which is as follows:
Milakt No. 892.
AT/Post - Sangavi, Long-Term Rating CRISIL A/Stable
Phaltan taluka, Satara Dist-415 523 Short-Term Rating CRISIL A1
Maharashtra, India
Pursuant to Regulation 30 of SEBI (Listing Obligations
Vadamadurai and Disclosure Requirements) Regulations, 2015 (“the
MorePatti (V), Vadamadurai, Regulation”) your Company has intimated to the stock
Dindigul Dist-624 802 exchanges where the share are listed.
Tamilnadu, India
10. OTHER DISCLOSURES
Kalluru
(a) Disclosure in materiality significant related party
Koralagudam (V) Kalluru (M),
transactions: Regulation 23 of the SEBI Listing
Khammam Dist-507 209
Regulations and as defined under the Act
Telangana, India
During the period under review, there have been
Narketpalli
no materially significant related party transactions,
Cheruguttu (V), Narketpalli (M),
monetary transactions or relationships between
Nalgonda Dist-508 254
the Company and directors, the Management, Key

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Managerial Person, Subsidiaries or relatives, except Requirements) Regulations, 2015 as amended

for those disclosed in the Notes on Accounts, forming from time to time. The Company has adopted
part of the Annual Report. following non-mandatory requirements SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
The policy on Related Party Transactions
2015:
is hosted on the website of the
Company under the web link: https:// The Board: The Company has a Non-Executive
w w w.heritagefoods.in/uploads/investors/ Chairperson, separate persons were appointed for
pdf/15578998544rpt-policy.pdf the post of Chairman and Managing Director.
(b) Details of non-compliance by the listed entity, Communication to Shareholders: Quarterly/ Half
penalties, strictures imposed on the listed entity by yearly/Annual Financial statements are published
the stock exchange(s) or the board or any statutory in the Newspapers and uploaded in the Company’s
authority, on any matter related to capital market, web site and intimated to the Stock Exchanges.
during the last three years: Schedule V (C) 10(b) to Shareholders presentations on Quarterly/ Half-
the SEBI Listing Regulations yearly/annual financial statements are uploaded
in the Company’s website and intimated to Stock
There was no non-compliance during the last
Exchanges and where shares of the Company are
three years by the Company on any matter
listed.
related to Capital Market. There were no penalties
imposed nor strictures passed on the Company by Audit Qualification: The Company is in the regime
Stock Exchanges, SEBI or any Statutory Authority. of unqualified financial statements.
(c) Details of establishment of vigil mechanism, Reporting of Internal Auditors: The Internal
whistle blower policy and affirmation that no Auditors make presentations to the Audit Committee
personnel has been denied access to the audit on their reports on a regular basis.
committee: Regulation 22 of the SEBI Listing
(e) Policy for determining ‘material’ subsidiaries
Regulations
is disclosed: Regulation 24 of the SEBI Listing
The Board of Directors of the Company had Regulations
adopted the Whistle Blower Policy. A mechanism
The Audit Committee reviews the consolidated
has been established for employees to report
financial statements of the Company and the
concerns about unethical behaviour, actual
investments made in the unlisted subsidiary
or suspected fraud, or violation of Code of
company. The minutes of the Board Meetings along
Conduct and Ethics. It also provides for adequate
with a report on significant developments of the
safeguards against the victimization of employees
unlisted subsidiary company are periodically placed
who avail of the mechanism and allows direct
before the Board of Directors of the Company.
access to the Chairperson of the Audit Committee
in exceptional cases. The Audit Committee reviews The Company doesnot have any material unlisted
periodically the functioning of whistle blower subsidiary company. The Company has a policy of
mechanism. There is no complaint received during determining ‘material’ subsidiaries which is hosted
the Financial Year ended March 31, 2020. on the website at https://www.heritagefoods.in/
uploads/investors/pdf/15579006696subsidiary-
No personnel have been denied access to the Audit
policy.pdf
Committee. The Whistle Blower Policy has been
disclosed on the Company’s website under the (f) Web link where policy for dealing with related
web link: https://www.heritagefoods.in/uploads/ party transactions is disclosed:
investors/pdf/15578994930whistle-blower-policy.
The URL of policy on dealing with related party
pdf
transaction is https://www.heritagefoods.in/
(d) Details of compliance with mandatory uploads/investors/pdf/15578998544rpt-policy.pdf
requirements and adoption of the non-mandatory
(g) Disclosure for commodity price risks and
requirements: Schedule II Part E of the SEBI Listing
commodity hedging activities:
Regulations
The Company is subject to the Commodity price risk
The Company has complied with all mandatory
due to fluctuation price of Dairy products. During the
requirements SEBI (Listing Obligations & Disclosure

year Company has exported very less amount of Dairy products all receivables are in US Dollars and it is subject to the
foreign exchange risk. The risks are tracked and monitored on regular basis.
(h) The Company has not made any preferential allotment or qualified institutions placement during the year under
review.
(i) A certificate obtained from Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary
(M No:3738, CP No:1796), Secunderabd - 500 094 stating that none of the directors on the Board of the Company
have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry
of Corporate Affairs or any such statutory authority which forms part of the Annual Report (Annexure-2(b) in the
Directors Report).
(j) During the year there were no instances where Board had not accepted any recommendation of any Committee of
the Board which is mandatorily required.
(k) Remuneration/Fees of Statutory Auditor:
‑During the year under review your Company and its Subsidiary/Associate Company paid the following remuneration/
fees to the Statutory Auditor namely M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN 001076N/ 500013).
(₹ in Lakhs)
Particulars Heritage Foods Ltd Heritage Nutrive‑t Ltd Skil Raigam India Pvt Ltd
Statutory Audit Fee 45.34 5.71 0.69
Tax Audit Fee 7.79 1.43 -
Limited Review Fee 19.47 - -
Taxation Matters 1.30 - -
Certification Fee 1.30 - -
Reimbursement of Expenses 1.60 - -
Total 76.80 7.14 0.69
(l) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:
a. number of complaints filed during the financial year: Nil
b. number of complaints disposed of during the financial year: Nil
c. number of complaints pending as on end of the financial year: Nil
(m) Disclosures regarding the appointment or re-appointment of independent directors:
The Companies Act, 2013 and Rules made thereof as amended from time to time provides for the appointment of
independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent
directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for
reappointment on the passing of a Special Resolution by the shareholders of the Company. Accordingly, all independent
directors were appointed by the shareholders at the general meeting as required under Section 149(10).
Further, Section 149(11) states that no independent director shall be eligible to serve on the Board for more than two
consecutive terms of five years each. Section 149(13) states that the provisions of retirement by rotation as defined in
Sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.
The Company has issued formal letter of appointment to all the Independent Directors on their appointment inter-alia
explaining their roles, responsibilities, code of conduct, their functions and duties as directors of the Company. The terms
and conditions of the appointment of Independent Directors have been uploaded on the website of the Company and
can be accessed at https://www.heritagefoods.in/uploads/investors/pdf/15861534467Draft_Appointment_Letter-_
Non-Executive_Independent_Director.pdf

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(n) Preservation of Documents

The Company has adopted the policy on preservation of documents in accordance with Regulation 9 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Documents Preservation Policy is available on the website of the Company at https://www.heritagefoods.in/
uploads/investors/pdf/15796867801Preservation_of_documents_Revised.pdf
(o) Policy on Determination of Materiality of events and information for Disclosures: Regulation 30 of SEBI Listing
Regulations :
The Company has adopted a Policy on Determination of Materiality for Disclosures.
The URL of policy is https://www.heritagefoods.in/uploads/investors/pdf/ 15589549991policy-on-determination-of-
materiality-events.pdf
(p) Policy on Archival and Preservation of Documents: Regulation 9 of SEBI Listing Regulations
The Company has adopted a Policy on Archival and Preservation of Documents. The URL of the policy is at
https://www.heritagefoods.in/uploads/investors/pdf/ 15589549355archival-policy.pdf
(q) Code of Conduct: Regulation 17 of the SEBI Listing Regulations
The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct
applicable to them during the year ended March 31, 2020. The Annual Report of the Company contains a certificate
by the Vice Chairperson and Managing Director, on the compliance declarations received from Independent
Directors, Non-Executive Directors and Senior Management. The weblink is https://www.heritagefoods.in/uploads/
investors/pdf/ 15858254255Code-of-conduct.pdf
(r) During FY 2020, information as mentioned in Part A of Schedule II of S‑EBI Listing Regulations, has been placed
before the Board for its consideration. The Board periodically reviews the compliance reports of all laws applicable
to the Company
11. The Company has complied with all the requirements of Schedule V of Corporate Governance Report as stated under sub-
para (2) to (10) of section (C) of Schedule V of the Securities Exchange Board of India (Listing obligation and Disclosure
Requirements) Regulations, 2015.
12. The Disclosure of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of Regulation 46 of Listing Regulations are as follows:
Sr. Compliance Status

Particulars Regulation
No. Yes/No/NA
1. Board of Directors 17 Yes
2. Audit Committee 18 Yes
Nomination and Remuneration
3. 19 Yes
Committee
4. Stakeholders Relationship Committee 20 Yes
5. Risk Management Committee 21 Yes
6. Vigil Mechanism 22 Yes
7. Related Party Transaction 23 Yes
8. Subsidiaries of the Company 24 Yes
9. Obligations with respect to Independent Directors 25 Yes
Obligations with respect to employees including Senior
10. 26 Yes
Management, Key Managerial Personnel, Directors and Promoters
11. Other Corporate Governance requirements 27 Yes
12. Website 46(2)(E) WR (L) Yes

13. CEO and CFO Certification 16. Secretarial Audit
The Vice Chairperson & Managing Director and the A qualified practicing Company Secretary has carried
Chief Financial Officer of the Company has given annual out Secretarial Audit every quarter to reconcile the total
certification on financial reporting and internal controls to admitted capital with National Securities Depository
the Board in terms of Regulation 17(8) of the SEBI (Listing Limited (NSDL) and Central Depository Services (India)
Obligation & Disclosure Requirements) Regulation, Limited (CDSL) and physical share with the total issued
2015. Vice Chairperson & Managing Director and the and listed capital. The audit confirms that the total issued/
Chief Financial Officer also give quarterly certification on paid up capital is in agreement with the aggregate total
financial results while placing the financial results before number of shares in physical form and the total number
the Board in terms of Regulation 33(2)(a) of the SEBI of dematerialised shares held with NSDL and CDSL.
(Listing Obligation & Disclosure Requirements) Regulation,
In terms of the amended SEBI (Listing Obligation and
2015. The annual certificate given by the Chairperson and
Disclosure Requirements) Regulation, 2015 the Company
Managing Director and the Chief Financial Officer is form
has obtained the Secretarial Compliance certificate from
part of the Annual Report.
Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates,
14. Compliance Certificate from the Auditors Practicing Company Secretary (M No: 3738, CP No:1796),
Secunderabd - 500 094 which forms part of the Annual
Certificate from Statutory Auditors of the Company
Report and the same was also intimated to the Stock
M/s. Walker Chandiok & Co LLP, Chartered Accountants
Exchanges where the shares of the Company are listed.
(FRN:001076N/N500013), Hyderabad confirming
Compliance with the conditions of Corporate Governance As per Section 204 of the Companies Act, 2013 and
as stipulated under SEBI (Listing Obligation & Disclosure the Rules made thereof, the Board of Directors of the
Requirements) Regulations, 2015 is forming part of the Company appointed Mrs. Savita Jyoti, Partner, M/s.
Annual Report. Savita Jyoti Associates, Practicing Company Secretary
(M No: 3738, CP No:1796), Secunderabd - 500 094 to
15. Transfer of unpaid/unclaimed amounts to
conduct Secretarial Audit. The Secretarial Audit Report
Investor Education and Protection Fund
for the financial year ended March 31, 2020, is forming
During the year under review, the Company has credited part of the Annual Report.
₹ 11,13,714/- (Eleven Lakhs Thirteen Thousand Seven
17. MANAGEMENT DISCUSSION AND ANALYSIS
Hundred Forteen Only) towards the unclaimed/unpaid
(MDA) :
dividend amount for the financial year 2011-12 to the
Investor Education and Protection Fund (IEPF) pursuant to MDA forms part of the Directors’ Report and is presented
Section 124(5) of the Companies Act, 2013 [Section 205C in the Annual Report under a separate heading
(2) of the Companies Act, 1956] read with the Investor
18. Any query on the Annual Report
Education and Protection Fund (awareness and protection
of Investors) Rules, 2001 as amended from time to time. Mr. Umakanta Barik
Company Secretary
In compliance with the provisions of Section 124 of the
Heritage Foods Limited,
Companies Act, 2013, the Company has transferred
the 20,900 equity shares belongs to 29 shareholders of
Hyderabad-500 082,
the company to the Investor Education and Protection
Telangana, India
fund Authority (IEPF) on December 09, 2019 of those
Tel: +91-40-23391221
shareholders who have not claimed the dividends for a
E-mail: [email protected]
continuous period of 7 years.
19. Code of Conduct
Pursuant to Section 124(5) of the Companies Act, 2013
[Section 205C (2) of the Companies Act, 1956] read with In compliance with SEBI (Listing Obligation & Disclosure
the Investor Education and Protection Fund (awareness Requirements) Regulation, 2015 and the Companies Act,
and protection of Investors) Rules, 2001 as amended 2013, the Company has framed and adopted a Code of
from time to time the unclaimed/unpaid dividend and Conduct and Ethics (‘the Code’). The Code is applicable
the shares thereof pertaining for the financial year 2012- to the members of the Board, the executive officers
13 shall be transferred to the Investor Education and and all employees of the Company and its subsidiaries.
Protection Fund during the financial year 2020-21. The Code is available in the Company website i.e. www.
heritagefoods.in.

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20. Compliance with the corporate governance codes

We have always believed in maximum fiscal transparency, and benchmarked our disclosures against a host of national and
international guidelines and regulations. Some of the notable ones among them are as follows :
The Listing Regulations : The Listing Regulations prescribe various corporate governance recommendations in line with
the corporate governance committee constituted by SEBI. We comply with the corporate governance requirements under
the Regulations and specifically to the requirements under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
Regulation 46 of SEBI (LO& DR) Regulations,2015.
Compliance with discretionary requirements
The Company has also ensured the implementation of non-mandatory items such as :
• Separate posts of Chairman and MD, with the provision for reimbursement of expenses in the performance of official
duties.
• Unmodified audit opinions / reporting
• The internal auditor reporting directly to the audit committee.
Corporate Governance Voluntary Guidelines, 2009: The Corporate Governance Voluntary Guidelines, 2009, of the Ministry
of Corporate Affairs, Government of India, encourage the use of better practices through voluntary adoption. These
guidelines broadly focus on areas such as the Board and its responsibilities, functions, roles and responsibilities of the audit
committee, appointment of auditors, compliance with secretarial standards, and a mechanism for whistleblower support. We
comply with the Corporate Governance Voluntary Guidelines.
21. Certificate on Compliance with Code of Conduct
In terms of Regulation 26 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, I Mrs. N Bhuvaneswari, Vice-Chairperson & Managing Director of the Company hereby confirm that all the Members
of the Board and Senior Management Personnel of the Company have affirmed the compliance of the Company’s Code of
Conduct for the Board of Directors and Senior Management for the financial year 2019-20.

Registered Office:
Telangana, India
CIN: L15209TG1992PLC014332
Date: May 27, 2020 (DIN: 00005016) (DIN: 00003741)

CEO & CFO Certification
(As per Regulation 17(8) of SEBI (LO&DR) Regulation, 2015)
To
The Board of Directors,
Hyderabad.
We, N Bhuvaneswari, Vice-Chairperson and Managing Director and A Prabhakara Naidu, Chief Financial Officers of Heritage Foods
Limited (“the Company”) to the best of our knowledge and belief certify that
a. We have reviewed the Financial Statements and the Cash Flow Statements for the financial year ended March 31, 2020
and based on our knowledge and belief, we state that:
i. These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading.
ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
b. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company
during the year, which are fraudulent, illegal or violative of Company’s code of conduct.
c. We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the same
over the financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies
in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose
to take to rectify these deficiencies.
d. We have indicated, based on our most recent evaluation, wherever applicable, to the auditors and the Audit Committee
i. Significant changes, if any, in the internal controls over financial reporting during the year;
ii. Significant changes, if any, in the accounting policies made during the year and that the same has been disclosed in
the notes to the financial statements; and
iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having significant role in the Company’s internal control system over financial
reporting.
For HERITAGE FOODS LIMITED
N BHUVANESWARI A. Prabhakara Naidu

Palce: Hyderabad Vice-Chairperson & Managing Director Chief Financial Officer
Date: May 27, 2020 (DIN: 00003741) (M No: FCA 200974)

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INDEPENDENT AUDITOR’S CERTIFICATE ONCORPORATE GOVERNANCE

To the Members of
1. This certificate is issued in accordance with the terms of our engagement letter dated 30 October 2019.
2. We have examined the compliance of conditions of corporate governance by Heritage Foods Limited (‘the Company’) for
the year ended on 31 March 2020, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs
C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’).
Management’s Responsibility
3. The compliance of conditions of corporate governance is the responsibility of the management. Thisresponsibility includes
the designing, implementing and maintainingoperating effectiveness of internal control to ensure compliance with the
conditions of corporate governance as stipulated in the Listing Regulations.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to expressa reasonable assurance in the form
of anopinionas to whether the Company has complied with the conditions of corporate governance as stated in paragraph
2 above. Our responsibility is limited toexamining the procedures andimplementation thereof, adopted by the Company for
ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on
the financial statements of the Company.
5. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing
Standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered
Accountants of India (‘ICAI’), andGuidance Note on Reports or Certificates for Special Purposes issued by the ICAIwhich
requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
7. Based on the procedures performed by usand to the best of our information and according to the explanations provided
to us,in our opinion,the Company hascomplied, in all material respects, with the conditions of corporategovernance as
stipulated in the Listing Regulations duringthe year ended 31March2020.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Restriction on use
8. This certificateis issued solely for the purpose of complying with theaforesaidregulations and may not be suitablefor any
other purpose.
For Walker Chandiok & Co LLP

Firm Registration No. 001076N/N500013
Sanjay Kumar Jain

Partner
Membership No.:207660
UDIN: 20207660AAAABK7522
Place: Hyderabad
Date: 27 May 2020

INDEPENDENT AUDITOR’S REPORT
To the Members of
Report on the Audit of the Standalone Financial Statements
Opinion
1. We have audited the accompanying standalone financial statements of Heritage Foods Limited (‘the Company’), which
comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including Other Comprehensive Income),
the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting
Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2020, and
its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
5. We have determined the matter described below to be the key audit matter to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Revenue recognition Our audit included, but was not limited to, the following
procedures:
Revenue from sale of goods is recognised when control • Assessed the appropriateness of the revenue recognition
of the products being sold is transferred to the customer accounting policies, including those relating to discounts
and when there are no longer any unfulfilled obligations. in accordance with Ind AS 115 – Revenue from contracts
The performance obligations in the contracts are fulfilled with customers (‘Ind AS 115’).
at the time of dispatch, delivery or upon formal customer
acceptance depending on terms.
Majority of the Company’s sales arrangements are on a point • Evaluated the integrity of the general information and
of sale basis and requires little judgement to be exercised. technology control environment and tested the operating
effectiveness of key IT application controls.

Standalone
Discounts are material and there are arrangements with • Evaluated the design and implementation of Company’s
varying terms based on schemes implemented throughout controls in respect of revenue recognition, including
the year. discounts.
There is a risk of revenue being overstated, resulting from • Performed substantive testing by selecting samples of
pressure the management may feel to achieve performance revenue transactions recorded during the year by verifying
targets at the reporting period end. the underlying documents, which included trip sheets,
invoices, shipping documents and evidence of collection
of receipts, as appropriate.
Due to the materiality of amounts involved and above said • Performed substantive testing by selecting samples
considerations, revenue recognition from sale of goods is of discount transactions recorded during the year and
determined to be a key audit matter for the current year comparing the parameters used in the calculation of
audit. the discounts with the relevant source documents
(including invoices and schemes) to assess whether the
methodology adopted in the calculation of the discounts
was in accordance with the terms and conditions defined
in the schemes.
Refer Note 3(d) to the Standalone Financial Statements – • Performed cut-off testing by selecting samples of revenue
Summary of the significant accounting policies and Note 25 transactions recorded before and after the financial
for the revenue recognized during the year. year end date by tracing to the relevant underlying
documentation, to assess whether the revenue was
recognized in the correct period.
• Assessed manual journal entries posted to revenue to
identify unusual items and tested such entries on a sample
basis.
• Evaluated appropriateness of disclosures made in the
financial statements in accordance with the requirements
of Ind AS 115 and other applicable regulations.
Information other than the Financial Statements and Auditor’s Report thereon
6. The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s
Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of
these standalone financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error.
8. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. Those Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
11. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with reference to financial statements in place and the operating
effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management;
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern;
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
14. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Standalone
Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its
directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to
the Act.
16. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms
of section 143(11) of the Act, we give in the Annexure A,a statement on the matters specified in paragraphs 3 and 4 of the
Order.
17. Further to our comments in Annexure A, as required by section 143(3) of the Act, based on our audit,we report, to the extent
applicable, that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit of the accompanying standalone financial statements;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
c) the standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) on the basis of the written representations received from the directors and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of section 164(2)
of the Act;
f) we have also audited the internal financial controls with reference to financial statements of the Company as on 31
March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on
that date and our report dated 27 May, 2020 as per Annexure B expressed unmodified opinion; and
g) with respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the
explanations given to us:
i. the Company, as detailed in note 43(b) to the standalone financial statements, has disclosed the impact of pending
litigations on its financial position as at 31 March 2020;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses as at 31 March 2020;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended 31 March 2020;
iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for
the period from 8 November 2016 to 30 December 2016, which are not relevant to these standalone financial
statements. Hence, reporting under this clause is not applicable.

Firm’s Registration No.: 001076N/N500013
Sanjay Kumar Jain

Partner
Membership No.: 207660
UDIN: 20207660AAAABI2240
Place: Hyderabad
Date: 27 May 2020

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE TO THE MEMBERS OF HERITAGE
FOODS LIMITED, ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2020
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the
Company and taking into consideration the information and explanations given to us and the books of account and other records
examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, plant and equipment.
(b) The Property, plant and equipment have been physically verified by the management during the year by engaging
the outside expert and no material discrepancies were noticed on such verification. In our opinion, the frequency of
verification of the Property, plant and equipment is reasonable having regard to the size of the Company and the nature
of its assets.
(c) The title deeds of all the immovable properties (which are included under the head ‘Property, plant and equipment’) are
held in the name of the Company.
(ii) In our opinion,the management has conducted physical verification of inventory at reasonable intervals during the year,
except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written
confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.
(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or
other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a),
3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of investments and guarantees.
Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186
of the Act in respect of loans and security.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not
applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central
Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company’s
products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.
However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate
or complete.
(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty
of customs, goods and services tax, duty of excise, value added tax, cess and other material statutory dues, as applicable,
have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few
cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more
than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, goods and services tax, duty of customs, duty of
excise and value added tax on account of any dispute, are as follows:
(₹ in lakhs)
Nature of Amount paid Period to which the

Name of the statute Amount (₹) Forum where dispute is pending
dues under Protest (₹) amount relates
Andhra Pradesh General Purchase Tax 95.12 11.36 2001-02 The High Court of Judicature at
Sales Tax Act, 1957 Hyderabad for the State of Telangana
Andhra Pradesh Value Sales Tax/ VAT 46.88 - 2008-09 The High Court of Judicature at
Added Tax Act, 2005 Hyderabad for the State of Telangana
The Central Sales Tax SalesTax/VAT 15.93 15.93 2010-11 Joint Commissioner of commercial
Act,1956 taxes (Appeals), Bangalore
The Central Sales Tax Sales Tax/ VAT 21.48 15.82 2011-12 Joint Commissioner of commercial
The Central Sales Tax Sales Tax/VAT 7.31 7.31 2012-13 Joint Commissioner of commercial

Standalone
Nature of Amount paid Period to which the

Name of the statute Amount (₹) Forum where dispute is pending
dues under Protest (₹) amount relates
Telangana Tax on Entry Entry tax 4.06 1.02 2011-12 The High Court of Judicature at
of Goods into Local Hyderabad for the State of Telangana
Areas Act, 2001
Areas Act, 2001
Areas Act, 2001
Areas Act, 2001
Areas Act, 2001
Areas Act, 2001
Areas Act, 2001
Haryana Murrah Buffalo Milk cess 103.07 34.77 December 2014 to The Supreme Court of India
and other Milch Animal September 2019
Breed Act, 2001
(viii) The Company has not defaulted in repayment of borrowings to any bank during the year. There are no loans or
borrowings payable to financial institutions or government and no dues payable to debenture-holders.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our
opinion, the term loans were applied for the purposes for which the loans were obtained.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period
covered by our audit.
(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated
by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable,
and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors orpersons connected with
them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Sanjay Kumar Jain

Partner
Place: Hyderabad
Date: 27 May 2020

INDEPENDENT AUDITOR’S REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE
COMPANIES ACT, 2013 (‘THE ACT’)
1. In conjunction with our audit of the standalone financial statements of Heritage Foods Limited (‘the Company’) as at and for
the year ended 31 March 2020, we have audited the internal financial controls with reference to financial statements of the
Company as at that date.
Responsibilities of Management and Those Charged with Governance for Internal Financial Controls
2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (“Guidance Note”) issued by the
Institute of Chartered Accountants of India (ICAI). These responsibilities include the design,implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of
the Company’s business, including adherence to the 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
reliable financial information, as required under the Act.
Auditor’s Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements
3. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements
based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered
Accountants of India (‘ICAI’)prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal
financial controls with reference to financial statements, and the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (‘the Guidance Note’) issued by the ICAI. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls with reference to financial statements were established and maintained and if such controls operated
effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference
to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls with reference to financial statements.
Meaning of Internal Financial Controls with Reference to Financial Statements
6. A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to
financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with Reference to Financial Statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial

Standalone
statements to future periods are subject to the risk that the internal financial controls with reference to financial statements
may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial
statements and such controls were operating effectively as at 31 March 2020, based on the internal control over financial
reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note issued by the ICAI.

Sanjay Kumar Jain

Partner
Place: Hyderabad
Date: 27 May 2020

Standalone Balance Sheet as at 31 March 2020
(All amounts in ` lakhs, except share data and where otherwise stated)
As at As at
Particulars Notes
31 March 2020 31 March 2019
ASSETS
Non-current assets
(a) Property, Plant and Equipment 6 42,650.55 43,879.38
(b) Capital work-in-progress 7,551.23 2,231.26
(c) Investment property 8 585.05 369.26
(d) Other intangible assets 7 611.34 1,086.43
(e) Intangible assets under development 158.14 -
(f) Investment in subsidiary, joint venture and associate 9 4,180.30 3,379.70
(g) Financial assets
(i) Investments 10 14,413.65 82,634.06
(ii) Loans 16 507.94 438.01
(iii) Other financial assets 11 47.13 65.36
(h) Other non-current assets 12 290.87 183.53
Total non-current assets 70,996.20 134,266.99
Current assets
(a) Inventories 13 13,636.82 13,203.33
(b) Financial Assets
(i) Investments 10 0.37 0.32
(ii) Trade receivables 14 2,109.49 3,996.75
(iii) Cash and cash equivalents 15(i) 5,332.33 6,260.14
(iv) Bank balances other than (iii) above 15(ii) 171.03 280.34
(v) Loans 16 281.87 236.05
(vi) Other financial assets 11 39.48 77.29
(c) Current tax assets (net) 123.17 101.79
(d) Other current assets 12 1,394.03 1,107.73
(e) Disposal group - Assets held for sale 2,100.21 -
Total current assets 25,188.80 25,263.74
TOTAL ASSETS 96,185.00 159,530.73
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 17 2,319.90 2,319.90
(b) Other equity 18 43,913.17 78,176.28
Total equity 46,233.07 80,496.18
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 19 16,013.14 15,425.95
(ii) Other financial liabilities 20 433.22 29,501.20
(b) Provisions 21 796.18 693.56
(c) Government grant 6.29 7.65
(d) Deferred tax liabilities (net) 22 2,292.16 2,682.39
Total non-current liabilities 19,540.99 48,310.75
Current liabilities
(i) Borrowings 19 8,317.30 9,223.07
(ii) Trade payables 24
-total outstanding dues of micro and small enterprises; 523.89 752.81
- total outstanding dues of creditors other than micro and small enterprises 5,161.36 5,521.89
(iii) Other financial liabilities 20 14,653.02 13,865.05
(b) Other current liabilities 23 653.92 556.48
(d) Provisions 21 1,100.09 803.14
Total current liabilities 30,410.94 30,723.80
TOTAL EQUITY AND LIABILITIES 96,185.00 159,530.73
The accompanying notes referred to above form an integral part of the standalone financial statements.
This is the Standalone Balance Sheet referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Heritage Foods Limited
FRN No: 001076N/N500013
Sanjay Kumar Jain N. Bhuvaneswari N Brahmani
Partner Vice Chairperson & Managing Director Executive Director
M.No. 207660 DIN : 00003741 DIN : 02338940
M Sambasiva Rao A Prabhakara Naidu Umakanta Barik
President Chief Financial Officer Company Secretary &
M.No. FCA 200974 Compliance Officer
Place : Hyderabad Place : Hyderabad M.No. FCS 6317
Date : 27 May 2020 Date : 27 May 2020

Standalone
Statement of Profit and Loss for the year ended 31 March 2020
For the year ended For the year ended
Particulars Notes
31 March 2020 31 March 2019
Revenue from operations 25 268,110.63 248,234.93
Other income 26 832.39 1,109.60
Gain due to changes in fair value of derivative liabilities 29,448.87 13,109.85
Total income 298,391.89 262,454.38
Expenses
Cost of materials consumed 27 215,052.77 184,087.30
Purchase of Stock-in-Trade 6,053.54 8,440.19
Changes in inventories of finished goods, semi finished goods, stock-in- trade and work-
28 (1,319.75) 3,391.35
in-progress
Employee benefit expenses 29 14,956.81 13,685.21
Finance costs 30 2,080.72 2,068.64
Depreciation and amortisation expense 6, 7 & 8 4,803.59 4,371.04
Impairment losses 6&7 74.25 365.95
Other expenses 31 19,997.04 20,066.03
Fair value loss on FVTPL equity securities 51,160.56 13,109.85
Total expenses 312,859.53 249,585.56
Profit/(loss) before tax (14,467.64) 12,868.82
Tax expense 32
Current tax expense 1,850.47 4,228.00
Deferred tax expense/(benefit) (317.67) 296.63
Profit /(loss) for the year (16,000.44) 8,344.19
Other comprehensive income (“OCI”)
Items that will not be reclassified to profit or loss
(i) Re-measurement loss on defined benefit plan, net of tax (54.73) (158.40)
(ii) Net loss on FVTOCI equity securities (17,059.90) (4,371.54)
Total other comprehensive loss for the year (17,114.63) (4,529.94)
Total comprehensive income/(loss) for the year (33,115.07) 3,814.25
Earnings per equity share [EPES] (in absolute ₹ terms) 33
Par value per equity share 5 5
Basic and Diluted EPES (34.49) 17.98
The accompanying notes form an integral part of the standalone financial statements.
This is the Standalone Statement of Profit and Loss
referred to in our report of even date.
FRN No: 001076N/N500013
M.No. 207660 DIN : 00003741 DIN : 02338940
Date : 27 May 2020 Date : 27 May 2020

Standalone Cash Flow Statement for the year ended 31 March 2020
(All amounts in ₹ lakhs, except share data and where otherwise stated)

31 March 2020 31 March 2019
Cash flow from operating activities
Adjustments:
Gain due to changes in fair value of derivative liabilities (29,448.87) (13,109.85)
Depreciation and amortization expense 4,803.59 4,371.04
Impairment losses 74.25 365.95
Provision for doubtful advances - 19.79
Provision for doubtful debts 48.49 27.38
Advances written off 4.63 11.09
Loss on sale of PPE 70.59 178.89
Reversal of impairment in value of investments, net - (261.09)
Provisions no longer required/ credit balances written back (166.87) (241.76)
Interest income (33.67) (23.70)
Interest expenses 2,002.77 2,003.12
Guarantee Income (25.83) (22.07)
Unrealised foreign exchange gain - (52.75)
Lease income (173.98) (163.53)
Dividend income on long term investments (4.00) (4.00)
Operating profit before working capital changes 13,844.02 19,077.18
Movements in working capital:
Changes in inventories (433.49) 1,848.56
Changes in trade receivables 1,838.77 (3,013.73)
Changes in loans (115.75) 152.03
Changes in other assets (282.48) (394.62)
Changes in other financial assets 52.75 -
Changes in trade payables (589.45) (112.65)
Changes in provisions 326.43 49.08
Changes in government grant (1.36) (1.36)
Changes in other financial liabilities (379.26) 490.25
Changes in other liabilities 97.44 (112.97)
Cash generated from operating activities 14,357.62 17,981.77
Income-taxes paid, net (1,916.15) (3,718.33)
Net cash generated from operating activities (A) 12,441.47 14,263.44
Cash flow from investing activities

Purchase of PPE and other intangible assets, including CWIP and intangible assets under devel-
(10,297.16) (10,792.08)
opment
Proceeds from sale of PPE 352.89 303.10
(Purchase)/ Sale of investments (0.10) 0.06
Investment in joint venture - (849.99)
Investment in subsidiary (750.00) (550.00)
Interest received 32.09 34.13
Movement in other bank balances, net 121.28 (151.96)
Rent received 166.88 144.42
Dividend income received 4.00 4.00
Net cash used in investing activities (B) (10,370.12) (11,858.32)

Standalone
Standalone Cash Flow Statement for the year ended 31 March 2020

31 March 2020 31 March 2019
Cash flow from financing activities
Proceeds from long term borrowings 5,032.77 5,223.32
Repayments of long term borrowings (3,699.54) (3,251.16)
Interest paid (1,990.01) (1,984.27)
Lease rentals paid (317.88) -
Dividend paid including dividend distribution tax (1,118.73) (1,118.73)
Net cash used in financing activities (C) (2,093.39) (1,130.84)
Net increase/(decrease) in cash and cash equivalents during the year (A + B + C) (22.04) 1,274.28
Cash and cash equivalents at the beginning of the year (2,962.93) (4,237.21)
Cash and cash equivalents at the end of the year (Note 1) (2,984.97) (2,962.93)
Note 1:
Cash and cash equivalents includes
Cash on hand (refer note 15(i)) 358.53 758.07
Cheques, drafts on hand (refer note 15(i)) - 111.02
Balances with banks in current accounts (refer note 15(i)) 4,973.80 5,391.05
Loans repayable on demand from banks (refer note 19(b)) (8,317.30) (9,223.07)
(2,984.97) (2,962.93)
This is the Standalone Cash Flow Statement referred to in our report of even date.
FRN No: 001076N/N500013

M.No. 207660 DIN : 00003741 DIN : 02338940

Date : 27 May 2020 Date : 27 May 2020

Standalone Statement of Changes in Equity for the year ended 31 March 2020
A Equity Share Capital (refer note 17)
Number of Amount
Shares
As at 1 April 2018 46,398,000 2319.90
Changes during the year - -
As at 31 March 2019 46,398,000 2319.90
As at 31 March 2020 46,398,000 2319.90

B Other equity (refer note 18)
Reserves and Surplus OCI

Changes in
Capital re- Warrants fair value
Capital Securities General Retained Total
demption money ap- of equity
reserve premium reserve earnings
reserve propriated instru-
ments
Balance as at 1 April 2018 121.09 81.00 3,784.14 318.69 8,427.39 41,322.44 21,426.01 75,480.76
Profit for the year - - - - - 8,344.19 - 8,344.19
Payment of dividend (₹2 per equity share) - - - - - (927.96) - (927.96)
Dividend distribution tax - - - - - (190.77) - (190.77)
Other comprehensive loss - - - - - (158.40) (4,371.54) (4,529.94)
Balance as at 31 March 2019 121.09 81.00 3,784.14 318.69 8,427.39 48,389.50 17,054.47 78,176.28
Impact on account of adoption of Ind AS 116
- - - - - (29.31) - (29.31)
(refer note 44)
Loss for the year - - - - - (16,000.44) - (16,000.44)
Payment of dividend (₹2 per equity share) - - - - - (927.96) - (927.96)
Dividend distribution tax - - - - - (190.77) - (190.77)
Other comprehensive loss - - - - - (54.73) (17,059.90) (17,114.63)
Balance as at 31 March 2020 121.09 81.00 3,784.14 318.69 8,427.39 31,186.29 (5.43) 43,913.17
This is the Statement of Changes in Equity referred to in our report of even date.
FRN No: 001076N/N500013
M.No. 207660 DIN : 00003741 DIN : 02338940
Date : 27 May 2020 Date : 27 May 2020
Standalone
Notes to the Standalone Financial Statements

for the year ended March 31 2020
1. Corporate information or for the purpose of better presentation of financial

statements. Management evaluates all recently issued
The standalone financial statements of “Heritage Foods
or revised Accounting Standards on an ongoing basis and
Limited” (“the Company” or “HFL”) are for the year
accordingly changes the Accounting policies as applicable.
ended 31 March 2020. The Company is a public company
domiciled in India and is incorporated under the provisions 3. Summary of significant accounting policies
of the Companies Act applicable in India. Its shares are
a. Current versus non-current classification
listed on two recognised stock exchanges in India. The
registered office of the Company is located at #6-3-541/C, The Company presents assets and liabilities in the balance
Punjagutta, Hyderabad - 500082. sheet based on current/ non-current classification.
Incorporated in 1992, Heritage Foods Limited is engaged An asset is treated as current when it is:
in two key business verticals – Dairy and Renewable • Expected to be realised or intended to be sold or
Energy. consumed in normal operating cycle
The standalone financial statements were approved for • Held primarily for the purpose of trading
issue in accordance with a resolution of the directors on
27 May 2020. • Expected to be realised within twelve months after
the reporting period, or
2. Significant accounting policies - Basis of
preparation • Cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least
The standalone financial statements of the Company twelve months after the reporting period
have been prepared and presented in accordance with all
the material aspects of the Indian Accounting Standards All other assets are classified as non-current.
(‘Ind AS’) as notified under section 133 of the Companies A liability is current when:
Act 2013 read with the Companies (Indian Accounting
Standards) Rules 2015 (by Ministry of Corporate Affairs • It is expected to be settled in normal operating cycle
(‘MCA’)) and relevant amendment rules issued thereafter • It is held primarily for the purpose of trading
and guidelines issued by the Securities Exchange Board
of India (“SEBI”). The Company has uniformly applied the • It is due to be settled within twelve months after the
accounting policies during the periods presented. reporting period, or
The standalone financial statements have been prepared • There is no unconditional right to defer the
on a going concern basis under historical cost, except for settlement of the liability for at least twelve months
the following: after the reporting period
• certain financial assets and liabilities are measured All other liabilities are classified as non-current.
either at fair value or at amortised cost depending Deferred tax assets and liabilities are classified as non-
on the classification; and current assets and liabilities.
• employee defined benefit assets/ (liability) are The operating cycle is the time between the acquisition of
recognised as the net total of the fair value of plan assets for processing and their realisation in cash and cash
assets, plus actuarial losses, less actuarial gains and equivalents. The Company has identified twelve months
the present value of the defined benefit obligation. as its operating cycle.
The standalone financial statements are presented in ₹ b. Foreign currencies
and all values are rounded to the nearest lakhs, except
when otherwise indicated. The Company’s financial statements are presented in
Indian Rupees (INR), which is also its functional currency.
Accounting policies have been consistently applied except
where a newly issued Accounting Standard is initially Transactions in foreign currency are initially recorded at
adopted or a revision to an existing accounting standard exchange rates prevailing on the date of transactions.
requires a change in the accounting policy hitherto in use Monetary items denominated in foreign currencies (such

as cash, receivables, payables etc.) outstanding at the All assets and liabilities for which fair value is measured
end of reporting period, are translated at the functional or disclosed in the financial statements are categorised
currency spot rate of exchange at the reporting date. within the fair value hierarchy, described as follows, based
Exchange differences arising on settlement or translation on the lowest level input that is significant to the fair value
of monetary items are recognised in the statement of measurement as a whole:
profit and loss.
• Level 1 - Quoted (unadjusted) market prices in active
Non-monetary items that are measured in terms of markets for identical assets or liabilities
historical cost in a foreign currency are translated using
• Level 2 - Valuation techniques for which the lowest
the exchange rates at the dates of the initial transactions.
level input that is significant to the fair value
Non-monetary items measured at fair value in a foreign measurement is directly or indirectly observable
currency are translated using the exchange rates at the
• Level 3 - Valuation techniques for which the lowest
date when the fair value is determined. The gain or loss
level input that is significant to the fair value
arising on translation of non-monetary items measured
measurement is unobservable
at fair value is treated in line with the recognition of
the gain or loss on the change in fair value of the item For assets and liabilities that are recognised in the financial
(i.e., translation differences on items whose fair value statements on a recurring basis, the Company determines
gain or loss is recognised in OCI or profit or loss are also whether transfers have occurred between levels in the
recognised in OCI or profit or loss, respectively). hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value
Any gains or losses arising due to differences in exchange
measurement as a whole) at the end of each reporting
rates at the time of translation or settlement are
period.
accounted for in the Statement of Profit and Loss either
under the head foreign exchange fluctuation or interest The Company’s management determines the policies and
cost, as the case may be, except those relating to long- procedures for both recurring fair value measurement,
term foreign currency monetary items. such as derivative instruments and unquoted financial
assets measured at fair value, and for non-recurring
c. Fair value measurement
measurement, such as assets held for distribution in
The Company measures financial instruments at fair value discontinued operations.
at each balance sheet date.
External valuers are involved for valuation of significant
Fair value is the price that would be received to sell an assets, such as unquoted financial assets, and
asset or paid to transfer a liability in an orderly transaction significant liabilities, such as contingent consideration.
between market participants at the measurement date. Involvement of external valuers is decided upon
The fair value measurement is based on the presumption annually by the management. Selection criteria include
that the transaction to sell the asset or transfer the liability market knowledge, reputation, independence and
takes place either: whether professional standards are maintained.
• In the principal market for the asset or liability, or At each reporting date, the management analyses the
movements in the values of assets and liabilities which
• In the absence of a principal market, in the most
are required to be re-measured or re-assessed as per
advantageous market for the asset or liability
the Company’s accounting policies. For this analysis, the
The principal or the most advantageous market must be management verifies the major inputs applied in the latest
accessible by the Company. valuation by agreeing the information in the valuation
computation to contracts and other relevant documents.
The fair value of an asset or a liability is measured using
the assumptions that market participants would use For the purpose of fair value disclosures, the Company has
when pricing the asset or liability, assuming that market determined classes of assets and liabilities on the basis of
participants act in their economic best interest. the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy as explained
The Company uses valuation techniques that are
above.
appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the d. Revenue recognition
use of relevant observable inputs and minimising the use
The Company derives revenues primarily from
of unobservable inputs.
manufacturing, marketing and trading of milk and dairy

Standalone
products. It is also engaged in generation of power and the estimated future cash payments or receipts over
trading of dairy and food commodities. the expected life of the financial instrument or a shorter
period, where appropriate, to the gross carrying amount
Effective 1 April 2018, the Company adopted Ind AS
of the financial asset or to the amortised cost of a
115, Revenue from Contracts with Customers, using the
financial liability. When calculating the effective interest
modified retrospective application method. The impact
rate, the Company estimates the expected cash flows
on adoption of Ind AS 115 was insignificant.
by considering all the contractual terms of the financial
Revenue is recognized on satisfaction of performance instrument (for example, prepayment, extension, call and
obligation upon transfer of control of promised products similar options) but does not consider the expected credit
or services to customers in an amount that reflects losses. Interest income is included under other income in
the consideration the Company expects to receive in the statement of profit and loss.
exchange for those products or services.
Dividend Income
Revenue is measured on the basis of contracted price,
Dividend income is recognized when the Company’s right
after deduction of any discounts and any taxes or duties
to receive dividend is established.
collected on behalf of the Government such as goods and
services tax, etc. Discounts are recognised in accordance e. Government grants
with the schemes implemented by the Company. Revenue
Government grants are recognised where there is
is only recognised to the extent that it is highly probable a
reasonable assurance that the grant will be received
significant reversal will not occur.
and all attached conditions will be complied with. When
The Company does not expect to have any contracts the grant relates to an expense item, it is recognised as
where the period between the transfer of the promised income on a systematic basis over the periods that the
goods or services to the customer and payment by the related costs, for which it is intended to compensate,
customer exceeds one year. As a consequence, it does not are expensed. When the grant relates to an asset, it is
adjust any of the transaction prices for the time value of recognised as income in equal amounts over the expected
money. useful life of the related asset.
The Company satisfies a performance obligation and On receipt of grants of non-monetary assets, the asset
recognises revenue over time, if one of the following and the grant are recorded at fair value amounts and
criteria is met: released to the statement of profit and loss over the
expected useful life in a pattern of consumption of
• The customer simultaneously receives and consumes
the benefit of the underlying asset i.e. by equal annual
the benefits provided by the Company’s performance
instalments. When loans or similar assistance are provided
as the Company performs; or
by governments or related institutions, with an interest
• The Company’s performance creates or enhances rate below the current applicable market rate, the effect
an asset that the customer controls as the asset is of this favourable interest is regarded as a government
created or enhanced; or grant. The loan or assistance is initially recognised and
measured at fair value and the government grant is
• The Company’s performance does not create an
measured as the difference between the initial carrying
asset with an alternative use to the Company and
value of the loan and the proceeds received. The loan
an entity has an enforceable right to payment for
is subsequently measured as per the accounting policy
performance completed to date.
applicable to financial liabilities.
For performance obligations where one of the above
f. Taxes
conditions are not met, revenue is recognised at the point
in time at which the performance obligation is satisfied. Current income tax
Revenue from sale of products and services is recognised Current income tax assets and liabilities are measured
at the time when performance obligation is satisfied. at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used
Interest Income
to compute the amount are those that are enacted or
For all debt instruments measured either at amortised substantively enacted, at the reporting date.
cost or at fair value through other comprehensive
Current income tax relating to items recognised outside
income, interest income is recorded using the effective
profit or loss is recognised outside profit or loss (either
interest rate (EIR). EIR is the rate that exactly discounts
in other comprehensive income or in equity). Current

tax items are recognised in correlation to the underlying assets against current tax liabilities and the deferred taxes
transaction either in OCI or directly in equity. Management relate to the same taxable entity and the same taxation
periodically evaluates positions taken in the tax returns authority.
with respect to situations in which applicable tax
Dividend distribution tax (DDT)
regulations are subject to interpretation and establishes
provisions where appropriate. Dividend distribution tax arising out of payment of
dividends to shareholders under the Indian Income
Deferred tax
tax regulations is not considered as tax expense for
Deferred tax is provided using the Balance Sheet approach the Company and all such taxes are recognised in the
on temporary differences between the tax bases of assets statement of changes in equity as part of the associated
and liabilities and their carrying amounts for financial dividend payment.
reporting purposes at the reporting date.
g. Property, plant and equipment
Deferred tax liabilities are recognised for all taxable
Capital Work in progress, Property, plant and equipment
temporary differences, except when the deferred tax
are stated at cost net of accumulated depreciation and
liability arises from the initial recognition of goodwill or
accumulated impairment losses, if any. The cost comprises
an asset or liability in a transaction that is not a business
purchase price (net of discounts and rebates), the cost of
combination and, at the time of the transaction, affects
replacing the part of plant and equipment and borrowing
neither the accounting profit nor taxable profit or loss.
costs if capitalization criteria are met and any attributable
Deferred tax assets are recognised for all deductible cost of bringing the asset to its working condition and
temporary differences, the carry forward of unused tax location for the intended use. When significant parts
credits and any unused tax losses. Deferred tax assets are of plant and equipment are required to be replaced at
recognised to the extent that it is probable that taxable intervals, the Company depreciates them separately
profit will be available against which the deductible based on their specific useful lives. Likewise, when a
temporary differences, and the carry forward of unused major inspection is performed, its cost is recognised in
tax credits and unused tax losses can be utilised, except the carrying amount of the plant and equipment as a
when the deferred tax asset relating to the deductible replacement if the recognition criteria are satisfied. All
temporary difference arises from the initial recognition of other repair and maintenance costs are recognised in the
an asset or liability in a transaction that is not a business statement of profit and loss as incurred. The present value
combination and, at the time of the transaction, affects of the expected cost for the decommissioning of an asset
neither the accounting profit nor taxable profit or loss. after its use is included in the cost of the respective asset
if the recognition criteria for a provision are met.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the year when the asset Spare parts are capitalized when they meet the definition
is realised or the liability is settled, based on tax rates (and of PPE, i.e., when the company intends to use these during
tax laws) that have been enacted or substantively enacted more than a period of 12 months.
at the reporting date.
Depreciation is provided on the basis of straight line
The carrying amount of deferred tax assets is reviewed at method at the useful life and in the manner prescribed in
each reporting date and reduced to the extent that it is Schedule II of the Companies Act, 2013 except in respect of
no longer probable that sufficient taxable profit will be the following assets, based on technical assessment made
available to allow all or part of the deferred tax asset to be by technical expert and management estimate, useful life
utilised. Unrecognised deferred tax assets are re-assessed is different from than those described in Schedule II.
at each reporting date and are recognised to the extent
Management believes that these estimated useful lives
that it has become probable that future taxable profits
are realistic and reflect fair approximation of the period
will allow the deferred tax asset to be recovered.
over which the assets are likely to be used.
Deferred tax relating to items recognised outside profit
i) Plant and Machinery: Depreciation on Plant and
or loss is recognised outside profit or loss (either in other
Machinery is provided on the basis of straight-line
comprehensive income or in equity). Deferred tax items
method based on the useful life ranging from 1 to 30
are recognised in correlation to the underlying transaction
years. Useful life of each asset is determined based
either in OCI or directly in equity.
on internal and external technical evaluation.
Deferred tax assets and deferred tax liabilities are offset
ii) Furniture and Fixtures: Depreciation on Furniture
if a legally enforceable right exists to set off current tax
and Fixtures is provided on the basis of straight-line

Standalone
method based on the useful life ranging from 1 to 15 h. Investment property

years.
Investment properties are measured initially at cost,
iii) Office Equipment: Depreciation on Office Equipment including transaction costs. Subsequent to initial
is provided on the basis of straight-line method based recognition, investment properties are stated at cost less
on the useful life ranging from 1 to 20 years. accumulated depreciation and accumulated impairment
loss, if any.
iv) Vehicles: Depreciation on vehicles is provided on the
basis of straight-line method based on the useful life The cost includes the cost of replacing parts and
ranging from 2 to 10 years. borrowing costs for long-term construction projects if
the recognition criteria are met. When significant parts
v) Buildings: Depreciation on buildings is provided on
of the investment property are required to be replaced
the basis of straight-line method based on the useful
at intervals, the Company depreciates them separately
life ranging from 5 to 40 years.
based on their specific useful lives. All other repair and
vi) Improvements to leasehold property: Depreciation maintenance costs are recognised in the statement of
on Improvements to leasehold property is provided profit and loss as incurred.
over the period of lease.
The Company depreciates building component of
vii) Depreciation in respect of its Renewable Energy investment property over the useful life prescribed in
business is provided on straight line method and at Schedule II to the Act.
rates/ methodology prescribed under the relevant
Though the Company measures investment property
Central Electricity Regulatory Commission (CERC)
using cost based measurement, the fair value of the
regulations.
investment property is disclosed in the note 8 to the
The useful life provided for different asset classes under standalone financial statements.
schedule II of the Companies Act, 2013 are as follows:
Investment properties are derecognised either when they
Asset class Useful life (years) have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is
Buildings 30
expected from their disposal. The difference between
Plant and machinery 15 the net disposal proceeds and the carrying amount of the
Furniture and Fixtures 10 asset is recognised in the statement of profit and loss in
Vehicles 8 the period of de-recognition.
Office Equipment 5 i. Intangible assets
Depreciation on assets which are commissioned during Intangible assets acquired separately are measured on
the year is charged on pro-rata basis from the date of initial recognition at cost. The cost of intangible assets
commissioning. The company depreciates general spares acquired in a business combination is their fair value at
over the life of the spare from the date it is available for the date of acquisition. Following initial recognition,
use. intangible assets are carried at cost less any accumulated
amortisation and accumulated impairment losses.
An item of property, plant and equipment and any
Internally generated intangibles, excluding capitalised
significant part initially recognised is derecognised
development costs, are not capitalised and the related
upon disposal or when no future economic benefits are
expenditure is reflected in the statement of profit and
expected from its use or disposal. Gains or losses arising
loss in the period in which the expenditure is incurred.
from de-recognition of a tangible asset are measured as
the difference between the net disposal proceeds and The useful lives of intangible assets are assessed as either
the carrying amount of the asset and are recognised finite or indefinite.
in the statement of profit and loss when the asset is
Intangible assets with finite lives are amortised on straight
derecognised.
line basis over the estimated useful economic life. The
The residual values, useful lives and methods of amortisation expense on intangible assets with finite life
depreciation of property, plant and equipment are is recognised in the Statement of Profit and Loss.
reviewed at each financial year end and adjusted
prospectively, if appropriate.

The estimated useful life of intangible assets is mentioned whether a contract contains a lease, at inception of a
below: contract. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset
Asset class Useful life (years) for a period of time in exchange for consideration. To
Brand 5 assess whether a contract conveys the right to control the
Non-compete 3 use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset
Procurement 5
(ii) the Company has substantially all of the economic
Computer Software 5 benefits from use of the asset through the period of the
Distribution network 5 lease and (iii) the Company has the right to direct the use
of the asset.
Intangible assets with finite lives are assessed for
impairment whenever there is an indication that the At the date of commencement of the lease, the Company
intangible asset may be impaired. The amortisation period recognizes a right-of-use (ROU) asset and a corresponding
and the amortisation method for an intangible asset with lease liability for all lease arrangements in which it is a
a finite useful life are reviewed at least at the end of each lessee, except for leases with a term of 12 months or less
reporting period. Changes in the expected useful life or (short-term leases) and low value leases. For these short-
the expected pattern of consumption of future economic term and low-value leases, the Company recognizes the
benefits embodied in the asset are considered to modify lease payments as an operating expense on a straight-line
the amortisation period or method, as appropriate, and basis over the term of the lease.
are treated as changes in accounting estimates. The
Certain lease arrangements include the options to extend
amortisation expense on intangible assets with finite lives
or terminate the lease before the end of the lease term.
is recognised in the Statement of Profit and Loss unless
ROU assets and lease liabilities includes these options when
such expenditure forms part of carrying value of another
it is reasonably certain that they will be exercised. The ROU
asset.
assets are initially recognized at cost, which comprises
Intangible assets with indefinite useful lives are not the initial amount of the lease liability adjusted for any
amortised, but are tested for impairment annually, lease payments made at or prior to the commencement
either individually or at the cash-generating unit level. date of the lease plus any initial direct costs less any lease
The assessment of indefinite life is reviewed annually incentives. They are subsequently measured at cost less
to determine whether the indefinite life continues to accumulated depreciation and impairment losses. ROU
be supportable. If not, the change in useful life from assets are depreciated from the commencement date
indefinite to finite is made on a prospective basis. on a straight-line basis over the shorter of the lease term
and useful life of the underlying asset. ROU assets are
Gains or losses arising from de-recognition of an intangible
evaluated for recoverability whenever events or changes
asset are measured as the difference between the net
in circumstances indicate that their carrying amounts
disposal proceeds and the carrying amount of the asset
may not be recoverable. For the purpose of impairment
and are recognised in the Statement of Profit and Loss
testing, the recoverable amount (i.e. the higher of the fair
when the asset is derecognised.
value less cost to sell and the value-in-use) is determined
j. Borrowing cost on an individual asset basis unless the asset does not
generate cash flows that are largely independent of those
Borrowing costs directly attributable to the acquisition,
from other assets. In such cases, the recoverable amount
construction or production of an asset that necessarily
is determined for the Cash Generating Unit (CGU) to which
takes a substantial period of time to get ready for its
the asset belongs.
intended use or sale are capitalised as part of the cost of
the asset. All other borrowing costs are expensed in the The lease liability is initially measured at amortized
period in which they occur. Borrowing costs consist of cost at the present value of the future lease payments.
interest and other costs that an entity incurs in connection The lease payments are discounted using the interest
with the borrowing of funds. rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rate. Lease liabilities
k. Leases
are remeasured with a corresponding adjustment to the
The Company as a lessee related ROU asset if the Company changes its assessment
The Company’s lease asset classes primarily consist of of whether it will exercise an extension or a termination
leases for land and buildings. The Company assesses option.

Standalone
The Company as a lessor • Tradable goods - Cost or NRV whichever is lower

- Cost has been ascertained on moving weighted
Leases for which the Company is a lessor is classified as
average basis.
a finance or operating lease. Whenever the terms of the
lease transfer substantially all the risks and rewards of • Packaging material - At Cost - Cost has been
ownership to the lessee, the contract is classified as a ascertained on FIFO basis.
finance lease. All other leases are classified as operating Cost of inventories comprises following
leases. For operating leases, rental income is recognized
• Raw material, stores, spares, consumable stores and
on a straight-line basis over the term of the relevant lease.
packaging material: Cost includes purchase price,
Refer note 44 to the standalone financial statements import duties and other taxes excluding taxes those
for transition impact on adoption of Ind AS 116 by the are subsequently recoverable from the concerned
Company. authorities, freight inwards and other expenditure
incurred in bringing such inventories to their present
l. Assets held for sale
location and condition.
Non-current assets and disposal group are classified as
• Finished goods and work in progress: Cost
“Held for Sale” if their carrying amount is intended to be
comprises cost of direct material, direct labour
recovered principally through sale rather than through
and appropriate proportion of variable and fixed
continuing use. The condition for classification of “Held
overhead expenditure, the latter being allocated on
for Sale” is met when the non-current asset or the disposal
the basis of normal operating capacity, but excluding
group is available for immediate sale and the same is
borrowing costs.
highly probable of being completed within one year from
the date of classification as “Held for Sale”. • Tradable goods: cost includes cost of purchase and
other costs incurred in bringing the inventories to
Non-current assets and disposal group held for sale are their present location and condition.
measured at the lower of carrying amount and fair value
less cost to sell. Non-current assets and disposal group Net realisable value is the estimated selling price in the
that ceases to be classified as “Held for Sale” shall be ordinary course of business, less estimated costs of
measured at the lower of carrying amount before the non- completion and the estimated costs necessary to make
current asset and disposal group was classified as “Held the sale.
for Sale” adjusted for any depreciation/ amortization and n. Impairment of non-financial assets
its recoverable amount at the date when the disposal
The Company assesses, at each reporting date, whether
group no longer meets the “Held for sale” criteria.
there is an indication that an asset may be impaired. If any
m. Inventories indication exists, or when annual impairment testing for
an asset is required, the company estimates the asset’s
All inventories except stores, spares, consumables
recoverable amount. An asset’s recoverable amount is
and packaging material, are valued at lower of cost
the higher of an asset’s or cash-generating unit’s (CGU)
and net realisable value.
fair value less costs of disposal and its value in use.
• Raw material - Cost or net realisable value (“NRV”) Recoverable amount is determined for an individual asset,
whichever is lower. However these items are unless the asset does not generate cash inflows that are
considered to be realisable at cost if the finished largely independent of those from other assets or groups
products, in which they shall be used, are expected of assets.
to be sold at or above cost. Cost has been ascertained When the carrying amount of an asset or CGU exceeds its
on weighted average cost method. recoverable amount, the asset is considered impaired and
• Finished goods - Cost or NRV whichever is lower - is written down to its recoverable amount.
Cost has been ascertained on weighted average cost Impairment losses of continuing operations, including
method. impairment on inventories, are recognised in the
• Stores, spares and consumables - At cost - Cost has statement of profit and loss.
been ascertained on FIFO basis. For assets excluding goodwill, an assessment is made at
• Work in progress - Cost of NRV whichever is lower - each reporting date to determine whether there is an
Cost has been ascertained on weighted average cost indication that previously recognised impairment losses
method basis. no longer exist or have decreased. If such indication

exists, the Company estimates the asset’s or CGU’s p. Employee benefits
recoverable amount. A previously recognised impairment
Short term benefits
loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable Short Term Employee Benefits are accounted for in the
amount since the last impairment loss was recognised. The period during which the services have been rendered.
reversal is limited so that the carrying amount of the asset Post-employment benefits and other long-term
does not exceed its recoverable amount, nor exceed the employee benefits
carrying amount that would have been determined, net of
Provident Fund: Retirement benefit in the form of
depreciation, had no impairment loss been recognised for
provident fund is a defined contribution scheme. The
the asset in prior years.
contributions to the provident fund administered by the
o. Provision and contingencies Central Government under the Provident Fund Act, 1952,
Provisions are charged to the statement of profit and loss for the
year in which the contributions are due. The company has
Provisions are recognised when the Company has a
no obligation, other than the contribution payable to the
present obligation (legal or constructive) as a result of
provident fund. If the contribution payable to the scheme
a past event, it is probable that an outflow of resources
for service received before the balance sheet date
embodying economic benefits will be required to settle
exceeds the contribution already paid, the deficit payable
the obligation and a reliable estimate can be made of the
to the scheme is recognized as a liability after deducting
amount of the obligation.
the contribution already paid. If the contribution already
When the Company expects some or all of a provision paid exceeds the contribution due for services received
to be reimbursed, reimbursement is recognised as a before the balance sheet date, then excess is recognized
separate asset, but only when the reimbursement is as an asset to the extent that the pre-payment will lead to
virtually certain. The expense relating to a provision is a reduction in future payment.
presented in the statement of profit and loss net of any
Gratuity: The Company operates a defined benefit
reimbursement.
gratuity plan in India, which requires contributions to
If the effect of the time value of money is material, be made to a separately administered fund. The cost
provisions are discounted using a current pre-tax rate of providing benefits under the defined benefit plan is
that reflects, when appropriate, the risks specific to the determined using the projected unit credit method.
liability. When discounting is used, the increase in the
Remeasurements, comprising mainly of actuarial gains
provision due to the passage of time is recognised as a
and losses, are recognised immediately in the balance
finance cost.
sheet with a corresponding debit or credit to retained
Contingencies earnings through OCI in the period in which they occur.
Contingent liabilities are identified and disclosed with Remeasurements are not reclassified to the statement of
respect to following: profit and loss in subsequent periods.
• a possible obligation that arises from past events Leave Encashment: The Company operates a long-term
and whose existence will be confirmed only by leave encashment plan in India. Accrued liability for leave
the occurrence or non-occurrence of one or more encashment including sick leave is determined on actuarial
uncertain future events not wholly within the control valuation basis using Projected Unit Credit (PUC) Method
of the entity; or at the end of the year and provided completely in profit
and loss account as per Ind AS - 19 “Employee Benefits”.
• a present obligation that arises from past events but
is not recognised because: q. Financial instruments
• it is not probable that an outflow of resources A financial instrument is any contract that gives rise to
embodying economic benefits will be required a financial asset of one entity and a financial liability or
to settle the obligation; or equity instrument of another entity.
• the amount of the obligation cannot be Financial assets

measured with sufficient reliability. Initial recognition and measurement
Contingent assets are neither recognized nor disclosed, All financial assets are recognised initially at fair value
unless inflow of economic benefits is probable. However, plus, in the case of financial assets not recorded at fair
when realization of income is virtually certain, related value through profit or loss, transaction costs that are
asset is recognized. attributable to the acquisition of the financial asset.

Standalone
Subsequent measurement categorization as at amortized cost or as FVTOCI, is

classified as at FVTPL.
For purposes of subsequent measurement, financial
assets are classified in four categories: Debt instruments included within the FVTPL category are
measured at fair value with all changes recognized in the
• Debt instruments at amortised cost
Statement of Profit and Loss.
• Debt instruments at fair value through other
Equity instruments
comprehensive income (FVTOCI)
All equity investments in scope of IndAS 109 are measured
• Debt instruments, derivatives and equity instruments
at fair value. Equity instruments which are held for trading
at fair value through profit or loss (FVTPL)
are classified as at FVTPL. For all other equity instruments,
• Equity instruments measured at FVTOCI and FVTPL the Company decides to classify the same either as at
Debt instruments at amortised cost FVTOCI or FVTPL. The Company makes such election on
an instrument-by-instrument basis. The classification is
A ‘debt instrument’ is measured at the amortised cost if
made on initial recognition and is irrevocable.
both the following conditions are met:
If the Company decides to classify an equity instrument as
a) The asset is held within a business model, whose
at FVTOCI, then all fair value changes on the instrument,
objective is to hold assets for collecting contractual
excluding dividends, are recognized in the OCI. There is
cash flows, and
no recycling of the amounts from OCI to Statement of
b) Contractual terms of the asset give rise on specified Profit and Loss, even on sale of investment. However, the
dates to cash flows that are solely payments of Company may transfer the cumulative gain or loss within
principal and interest (SPPI) on the principal amount equity.
outstanding.
De-recognition
After initial measurement, such financial assets are
A financial asset is primarily derecognised when:
subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is • The rights to receive cash flows from the asset have
calculated by taking into account any discount or premium expired, or
on acquisition and fees or costs that are an integral part of • The Company has transferred its rights to receive
the EIR. The EIR amortisation is included in finance income cash flows from the asset or has assumed an
in the statement of profit and loss. The losses arising from obligation to pay the received cash flows in full
impairment are recognised in the statement of profit and without material delay to a third party under a ‘pass-
loss. through’ arrangement; and either (a) the company
Debt instrument at FVTOCI has transferred substantially all the risks and
rewards of the asset, or (b) the company has neither
A ‘debt instrument’ is classified as at the FVTOCI if both of
transferred nor retained substantially all the risks
the following criteria are met:
and rewards of the asset, but has transferred control
a) The objective of the business model is achieved both of the asset.
by collecting contractual cash flows and selling the
When the Company has transferred its rights to receive
financial assets, and
cash flows from an asset or has entered into a pass-
b) The asset’s contractual cash flows represent SPPI. through arrangement, it evaluates if and to what extent
Debt instruments included within the FVTOCI category it has retained the risks and rewards of ownership. When
are measured initially as well as at each reporting date it has neither transferred nor retained substantially all
at fair value. Fair value movements are recognized in the of the risks and rewards of the asset, nor transferred
other comprehensive income (OCI). On de-recognition of control of the asset, the company continues to recognise
the asset, cumulative gain or loss previously recognised in the transferred asset to the extent of the company’s
OCI is reclassified from the equity to Statement of Profit continuing involvement. In that case, the company also
and Loss. Interest earned whilst holding FVTOCI debt recognises an associated liability. The transferred asset
instrument is reported as interest income using the EIR and the associated liability are measured on a basis that
method. reflects the rights and obligations that the Company has
retained.
Debt instrument at FVTPL
Continuing involvement that takes the form of a
FVTPL is a residual category for debt instruments. Any
guarantee over the transferred asset is measured at the
debt instrument, which does not meet the criteria for

lower of the original carrying amount of the asset and estimated reliably, then the entity is required to
the maximum amount of consideration that the company use the remaining contractual term of the financial
could be required to repay. instrument
Impairment of financial assets • Cash flows from the sale of collateral held or
In accordance with Ind AS 109, the Company applies other credit enhancements that are integral to the
expected credit loss (ECL) model for measurement and contractual terms
recognition of impairment loss on the following financial ECL impairment loss allowance (or reversal) recognized
assets and credit risk exposure: during the period is recognized as income/ expense in
• Financial assets that are debt instruments, and the Statement of Profit and Loss (P&L). This amount is
are measured at amortised cost e.g., loans, debt reflected under the head ‘other expenses’ in the P&L.
securities, deposits, trade receivables and bank The balance sheet presentation for various financial
balances instruments is described below:
• Financial guarantee contracts which are not • Financial assets measured at amortised cost: ECL is
measured as at FVTPL presented as an allowance, i.e., as an integral part
of the measurement of those assets in the balance
• Lease receivables under Ind AS 116
sheet. The allowance reduces the net carrying
The Company follows ‘simplified approach’ for recognition amount. Until the asset meets write-off criteria, the
of impairment loss allowance on trade receivables that do company does not reduce impairment allowance
not contain a significant financing component. from the gross carrying amount.
The application of simplified approach does not require • Financial guarantee contracts: ECL is presented as a
the Company to track changes in credit risk. Rather, provision in the balance sheet, i.e. as a liability.
it recognises impairment loss allowance based on
Financial liabilities
lifetime ECLs at each reporting date, right from its initial
recognition. Initial recognition and measurement
For recognition of impairment loss on other financial Financial liabilities are classified, at initial recognition, as
assets and risk exposure, the company determines that financial liabilities at fair value through profit or loss, loans
whether there has been a significant increase in the and borrowings or payables, as appropriate.
credit risk since initial recognition. If credit risk has not All financial liabilities are recognised initially at fair value
increased significantly, 12-month ECL is used to provide and, in the case of loans and borrowings and payables, net
for impairment loss. However, if credit risk has increased of directly attributable transaction costs.
significantly, lifetime ECL is used. If, in a subsequent
The Company’s financial liabilities include trade and
period, credit quality of the instrument improves such
other payables, loans and borrowings including financial
that there is no longer a significant increase in credit
guarantee contracts and derivative financial instruments.
risk since initial recognition, then the entity reverts to
recognising impairment loss allowance based on 12-month Subsequent measurement
ECL Lifetime are the expected credit losses resulting from The measurement of financial liabilities depends on their
all possible default events over the expected life of a classification, as described below:
financial instrument. The 12-month ECL is a portion of the Financial liabilities at fair value through profit or
lifetime ECL which results from default events that are loss
possible within 12 months after the reporting date.
Financial liabilities at fair value through profit or loss
ECL is the difference between all contractual cash flows include financial liabilities held for trading and financial
that are due to the Company in accordance with the liabilities designated upon initial recognition as at fair
contract and all the cash flows that the entity expects to value through profit or loss. Financial liabilities are
receive (i.e., all cash shortfalls), discounted at the original classified as held for trading if they are incurred for the
EIR. When estimating the cash flows, an entity is required purpose of repurchasing in the near term. This category
to consider also includes derivative financial instruments entered
• All contractual terms of the financial instrument into by the company that are not designated as hedging
(including prepayment, extension, call and similar instruments in hedge relationships as defined by Ind AS
options) over the expected life of the financial 109. Separated embedded derivatives are also classified
instrument. However, in rare cases when the as held for trading unless they are designated as effective
expected life of the financial instrument cannot be hedging instruments.

Standalone
Gains or losses on liabilities held for trading are recognised measured at amortised cost using the effective interest
in the statement of profit and loss. method.
Financial liabilities designated upon initial recognition at De-recognition
fair value through profit or loss are designated as such A financial liability is derecognised when the obligation
at the initial date of recognition, and only if the criteria under the liability is discharged or cancelled or expires.
in Ind AS 109 are satisfied. For liabilities designated as When an existing financial liability is replaced by another
FVTPL, fair value gains/ losses attributable to changes in from the same lender on substantially different terms, or
own credit risk are recognized in OCI. These gains/ losses the terms of an existing liability are substantially modified,
are not subsequently transferred to P&L. However, the such an exchange or modification is treated as the de-
company may transfer the cumulative gain or loss within recognition of the original liability and the recognition of
equity. All other changes in fair value of such liability a new liability. The difference in the respective carrying
are recognised in the Statement of Profit and Loss. The amounts is recognised in the Statement of Profit and Loss.
company has not designated any financial liability as at fair
value through profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and
Loans and borrowings
the net amount is reported in the balance sheet if
After initial recognition, interest-bearing loans and there is a currently enforceable legal right to offset the
borrowings are subsequently measured at amortised cost recognised amounts and there is an intention to settle on
using the EIR method. Gains and losses are recognised in a net basis, to realise the assets and settle the liabilities
the statement of profit and loss when the liabilities are simultaneously.
derecognised as well as through the EIR amortisation Derivative financial instrument - Initial
process. recognition and subsequent measurement
Amortised cost is calculated by taking into account any Derivative financial instruments are initially recognised
discount or premium on acquisition and fees or costs that at fair value on the date on which a derivative contract
are an integral part of the EIR. The EIR amortisation is is entered into and are subsequently re-measured at fair
included as finance costs in the Statement of Profit and value. Derivatives are carried as financial assets when the
Loss. fair value is positive and as financial liabilities when the
This category generally applies to borrowings from banks. fair value is negative.
Financial guarantee contracts Any gains or losses arising from changes in the fair value
of derivatives are taken directly to the statement of profit
Financial guarantee contracts issued by the Company and loss (refer to note 45 for further details).
are those contracts that require a payment to be made
r. Earnings per share
to reimburse the holder for a loss it incurs because the
specified debtor fails to make a payment when due in Basic earnings per share are calculated by dividing the
accordance with the terms of a debt instrument. Financial net profit or loss for the period attributable to equity
guarantee contracts are recognised initially as a liability at shareholders (after deducting preference dividends and
fair value, adjusted for transaction costs that are directly attributable taxes) by the weighted average number of
attributable to the issuance of the guarantee. equity shares outstanding during the period.
Subsequently, the liability is measured at the higher of the For the purpose of calculating diluted earnings per share,
amount of loss allowance determined as per impairment the net profit or loss for the period attributable to equity
requirements of Ind AS 109 and the amount recognised shareholders and the weighted average number of shares
less cumulative amortisation. outstanding during the year are adjusted for the effects
of all dilutive potential equity shares.
Trade and other payables
s. Cash flow statement
These amounts represent liabilities for goods and services
The cash flow statement is prepared in accordance with
provided to the Company prior to the end of financial year
the Indirect method. Cash Flow Statements present the
which are unpaid. The amounts are unsecured and are
cash flows by operating, financing and investing activities
usually paid as per agreed terms. Trade and other payables
of the Company. Operating cash flows are arrived by
are presented as current liabilities unless payment is not
adjusting profit or loss before tax for the effects of
due within 12 months after the reporting period. They are
transactions of a non-cash nature, any deferrals or accruals
recognised initially at their fair value and subsequently

of past or future operating cash receipts or payments, and plan and leave encashment (other long-term benefit
items of income or expense associated with investing or plan) are determined using actuarial valuations. An
financing cash flows. actuarial valuation involves making various assumptions
t. Cash and cash equivalents that may differ from actual developments in the future.
These include the determination of the discount rate,
Cash and cash equivalent in the balance sheet comprise future salary increases and mortality rates. Due to the
cash at banks and on hand and short-term deposits with complexities involved in the valuation and its long-term
an original maturity of three months or less, which are nature, a defined benefit obligation and other long-
subject to an insignificant risk of changes in value. term benefits are highly sensitive to changes in these
For the purpose of the standalone cash flow statement, assumptions. All assumptions are reviewed at each
cash and cash equivalents consist of cash at banks and on reporting date.
hand and deposits, as defined above, net of outstanding
b. Useful lives of depreciable and amortisable
loans repayable on demand from banks as they are
assets
considered an integral part of the Company’s cash
management. Management reviews the useful lives of depreciable and
amortisable assets at each reporting date, based on the
u. Cash dividends to equity holders
expected utility of the assets to the Company.
The Company recognises a liability to make cash
distributions to equity holders when the dividend c. Fair value measurement of financial instruments
distribution is authorised and the distribution is no longer When the fair values of financial assets and financial
at the discretion of the Company. As per the corporate liabilities recorded in the balance sheet cannot be
laws in India, a distribution is authorised when it is measured based on quoted prices in active markets, their
approved by the shareholders. A corresponding reduction fair value is measured using valuation techniques including
is recognised directly in equity. the DCF model. The inputs to these models are taken from
v. Investments in subsidiary, joint venture and observable markets where possible, but where this is not
associate feasible, a degree of judgement is required in establishing
fair values.
The Company has elected to recognise its investments
in equity instruments in subsidiary, joint venture and d. Leases
associate at cost in accordance with the option available Ind AS 116 requires lessees to determine the lease
in Ind AS 27, ‘Separate Financial Statements’. term as the non-cancellable period of a lease adjusted
4. Key accounting estimates, judgements and with any option to extend or terminate the lease, if the
assumptions use of such option is reasonably certain. The Company
The preparation of the Company’s financial statements makes an assessment on the expected lease term on
requires management to make judgements, estimates and a lease-by-lease basis and thereby assesses whether
assumptions that affect the reported amounts of revenues, it is reasonably certain that any options to extend or
expenses, assets and liabilities, and the accompanying terminate the contract will be exercised. In evaluating
disclosures, and the disclosure of contingent liabilities. the lease term, the Company considers factors such as
Uncertainty about these assumptions and estimates could any significant leasehold improvements undertaken
result in outcomes that require a material adjustment over the lease term, costs relating to the termination of
to the carrying amount of assets or liabilities affected in the lease and the importance of the underlying asset to
future periods. Company’s operations taking into account the location
of the underlying asset and the availability of suitable
The key assumptions concerning the future and other key alternatives.
sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment 5. Standards issued but not yet effective
to the carrying amounts of assets and liabilities within the Ministry of Corporate Affairs (“MCA”) notifies new
next financial year, are described below. standard or amendments to the existing standards. There
a. Defined benefit plans and other long-term is no such notification which would have been applicable
benefit plan from 1 April 2020.
The cost and present value of the defined benefit gratuity

Summary of the significant accounting policies and other explanatory information
6. Property, plant and equipment

Leasehold Freehold Leasehold
Plant and Furniture Right-of-
Land Buildings improve- Office Office Vehicles ` Total
Equipment and fixtures use assets
ments equipment equipment
Gross Block
Balance as at 31 March 2018 4,100.04 9,422.65 31.25 27,400.52 142.36 744.69 348.43 440.33 - 42,630.27
Additions during the year 747.38 1,427.07 - 6,351.38 75.02 175.14 - 68.94 - 8,844.93
Disposals/transfers during the year - 0.70 - 876.55 6.41 210.44 - 10.68 - 1,104.78
Transition impact of Ind AS 116 (refer
- - - - - - (348.43) - 1,023.34 674.91
note 44)
Disposals/transfers during the year
528.31 758.61 - 2,755.80 10.30 117.16 - - - 4,170.18
(refer note (c) below)
Balance as at 31 March 2020 4,346.34 11,422.19 31.25 34,151.60 231.23 768.98 - 514.29 1,023.34 52,489.22
Accumulated depreciation
Upto 31 March 2018 - 518.57 1.48 2,569.66 36.23 20.50 32.70 97.38 - 3,276.52
Depreciation charge for the year - 450.29 1.48 3,035.83 27.50 161.00 87.11 74.10 - 3,837.31
Adjustment for disposals/transfers - 0.37 - 532.49 4.75 80.01 - 5.17 - 622.79
Company Overview
Upto 31 March 2019 - 968.49 2.96 5,073.00 58.98 101.49 119.81 166.31 - 6,491.04
Transition impact of Ind AS 116 (refer
- - - - - - (119.81) - 119.81 -
note 44)
Depreciation charge for the year - 476.12 1.48 3,361.35 30.98 143.11 - 72.29 294.21 4,379.54
Adjustment for disposals/transfers
- 43.68 - 939.61 4.50 50.13 - - - 1,037.92
Impairment loss - - - 1.15 - 4.86 - - - 6.01
Upto 31 March 2020 - 1,400.93 4.44 7,495.89 85.46 199.33 - 238.60 414.02 9,838.67
Net carrying value
Statutory Reports
As at 31 March 2019 4,847.42 9,880.53 28.29 27,802.35 151.99 607.90 228.62 332.28 - 43,879.38
As at 31 March 2020 4,346.34 10,021.26 26.81 26,655.71 145.77 569.65 - 275.69 609.32 42,650.55
Notes:
(a) For details of assets pledged as security, refer note 19(a) to 19(b).
(b) Borrowing cost capitalised during the year ended 31 March 2020 is ₹58.23(31 March 2019: Nil)
(c) Include transfers made to Disposal group - Assets held for sale and Investment property. Gross block and accumulated depreciation of such assets aggregates to ₹2,576.38
and ₹243.18 respectively.
Standalone

7. Other intangible assets

Computer Procurement Distribution
Particulars Brand Non-compete Total
Software network Network
Gross Block
As at 31 March 2018 391.64 745.52 321.84 432.00 502.46 2,393.46
Additions during the year 105.32 - - - - 105.32
As at 31 March 2019 496.96 745.52 321.84 432.00 502.46 2,498.78
Additions during the year - - - - - -
As at 31 March 2020 496.96 745.52 321.84 432.00 502.46 2,498.78
Accumulated amortization
Up to 31 March 2018 115.91 144.61 104.04 83.80 97.46 545.82
Amortization charge for the year 73.27 149.10 107.27 86.40 100.49 516.53
Impairment charge for the year - 350.00 - - - 350.00
Up to 31 March 2019 189.18 643.71 211.31 170.20 197.95 1,412.35
Up to 31 March 2020 268.30 745.52 318.58 256.60 298.44 1,887.44
Net carrying amount

As at 31 March 2019 307.78 101.81 110.53 261.80 304.51 1,086.43
As at 31 March 2020 228.66 - 3.26 175.40 204.02 611.34
Note : (a) Impairment charge, excludes impairment charge on Capital work-in-progress aggregating to ` Nil for the year ended 31 March
2020 (31 March 2019 `15.95)
8. Investment property
Particulars Land Building Total
Gross Block
As at 31 March 2018 10.75 410.46 421.21
Transfers during the year (10.75) - (10.75)
As at 31 March 2019 - 410.46 410.46
Transfers during the year 232.99 - 232.99
As at 31 March 2020 232.99 410.46 643.45
Up to 31 March 2018 - 24.00 24.00
Depreciation charge for the year - 17.20 17.20
Up to 31 March 2019 - 41.20 41.20
Up to 31 March 2020 - 58.40 58.40
Net carrying amount

As at 31 March 2019 - 369.26 369.26
As at 31 March 2020 232.99 352.06 585.05

Standalone

For the Year ended

Particulars
31 March 2020 31 March 2019
(a) Information of net income derived from Investment property
Lease rental income (refer note 26) 153.97 153.36
Less: Depreciation 17.20 17.20
Net income derived from Investment property 136.77 136.16
As at As at
31 March 2020 31 March 2019
(b) Description of valuation technique and key assumptions used
Valuation technique: Discounted Cash Flow (“DCF”) method
Estimated rental value per square feet per month (in absolute terms) 18 18
Rental growth per annum 5% 5%
Discount rate 9.50% 9.50%
(c) Changes in fair value of Investment property is shown below:

Amount
Fair value as on 31 March 2018 3,232.53
Transferred to Property, plant and equipment during the year (10.75)
Transferred from Property, plant and equipment during the year 232.99
9. Investment in subsidiary, joint venture and associate

As at As at
Particulars
31 March 2020 31 March 2019
Unquoted
Investment in subsidiary
3,709,464 (31 March 2019: 2,951,888) equity shares of ₹10 each fully paid held in Heritage Nutriv-
3,225.19 2,465.19
et Limited
3,225.19 2,465.19
Investment in associate
650,000 (31 March 2019: 650,000) equity shares of ₹10 each fully paid held in SKIL Raigam Power
65.00 65.00
(India) Limited
Less: Impairment of investment 10.48 10.48
54.52 54.52
Investment in joint venture
2,280,299 (31 March 2019: 2,280,299) equity shares of ₹10 each fully paid held in Heritage No-
900.59 859.99
vandie Foods Private Limited
900.59 859.99
4,180.30 3,379.70

10. Investments
As at As at
Particulars
31 March 2020 31 March 2019
Non current
Investments at fair value through other comprehensive income (“FVTOCI”)
Investments in equity instruments
363 (31 March 2019: 363) quoted equity shares of ₹10 each fully paid held in Andhra Bank 0.04 0.10
1,740 (31 March 2019: 1,740) quoted equity shares of ₹2 each fully paid held in Bank of Baroda 0.93 2.24
4,462,855 (31 March 2019: 4,462,855) quoted equity shares of ₹2 each fully paid held in Future
3,494.42 20,243.51
Retail Limited
223,093 (31 March 2019: 223,093) quoted equity shares of ₹5 each fully paid held in Praxis Home
102.73 412.16
Retail Limited
200,000 (31 March 2019: 200,000) unquoted equity shares of
26.02 26.02
₹10 each fully paid held in Heritage Finlease Limited
3,624.14 20,684.03
10,480.11 60,712.39
Retail Limited
308.20 1,236.49
Retail Limited
10,788.31 61,948.88
Investments at amortized cost
Investments in government securities 1.20 1.15
1.20 1.15
14,413.65 82,634.06
Aggregate market value of quoted investments 14,386.43 82,606.89
Aggregate value of unquoted investments 27.22 27.17
Current
0.37 0.32
Aggregate market value of quoted investments - -

11. Other financial assets

As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Interest accrued but not due on bank deposits 7.02 13.28
Earmarked balances with banks 21.40 20.23
Margin money deposits with banks 18.71 31.85
47.13 65.36
Current
Rent receivable 26.21 19.11
Others - 52.75
39.48 77.29

Standalone

12. Other assets

As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Unsecured, Considered good
Capital advances 283.82 172.66
Prepaid expenses 7.05 10.87
290.87 183.53
Unsecured, Considered doubtful
Less: Allowance for doubtful capital advances 25.17 26.59
290.87 183.53
Current
Balance with Statutory authorities 171.20 109.39
Other advances 916.55 699.76
1,394.03 1,107.73
Less: Provision for doubtful advances 69.65 69.65
- -
1,394.03 1,107.73
No advances are due from directors or other officers of the Company either severally or jointly with any other person or amounts due by
firms or private companies respectively in which any director is a partner or a director or a member. Refer note 41 for dues from related
parties.
13. Inventories
As at As at
Particulars
31 March 2020 31 March 2019
Raw materials (including goods in transit of ₹708.70 (31 March 2019: ₹49.95) 4,984.35 5,871.03
Work-in-progress 50.79 106.41
Semi finished goods 955.60 1,429.62
Finished goods 6,493.02 4,656.64
Stock-in-trade 165.85 152.84
Packing materials 684.79 679.43
Stores, spares and consumables 302.42 307.36
13,636.82 13,203.33

14. Trade receivables

As at As at
Particulars
31 March 2020 31 March 2019
Unsecured, considered good 2,109.94 3,997.78

Unsecured, significant increase in credit risk 97.73 69.89
2,207.67 4,067.67
Less: Allowance for trade receivables with significant increase in credit risk 97.73 69.89
Less: Expected credit loss 0.45 1.03
2,109.49 3,996.75
No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person or amounts
due by firms or private companies respectively in which any director is a partner or a director or a member. Refer note 41 for dues from
related parties.
15. Cash and Bank Balances

As at As at
Particulars
31 March 2020 31 March 2019
(i) Cash and cash equivalents
Balances with banks in current accounts 4,973.80 5,391.05
Cheques, drafts on hand - 111.02
Cash on hand 358.53 758.07
5,332.33 6,260.14
(ii) Other bank balances
Earmarked balances with banks
Unpaid dividend 146.45 136.27
Other deposits 0.50 0.50
171.03 280.34
16. Loans
As at As at
Particulars
31 March 2020 31 March 2019
Non Current
Unsecured, considered good
Security deposits 507.94 438.01
507.94 438.01
Current
Loans to employees 2.12 2.57
Loans to others 88.39 53.36
281.87 236.05
Unsecured, considered doubtful
Loans to o thers 10.38 10.38
Less: Allowance for doubtful loans 10.38 10.38
- -
281.87 236.05

Standalone

17. Equity share capital

As at 31 March 2020 As at 31 March 2019
Particulars
Number Amount Number Amount
i. Authorised share capital
Equity shares of ₹5 each 96,000,000 4,800.00 96,000,000 4,800.00
Preference shares of ₹10 each 2,000,000 200.00 2,000,000 200.00
5,000.00 5,000.00

Particulars
ii. Issued, subscribed and fully paid up
46,398,000 2,319.90 46,398,000 2,319.90

Particulars
iii. Reconciliation of number of equity shares outstanding at the
beginning and end of the year
Equity shares
At the beginning of the year 46,398,000 2,319.90 46,398,000 2,319.90
Changes during the year - - - -
At the end of the year 46,398,000 2,319.90 46,398,000 2,319.90
iv. Rights, preferences and restrictions attached to equity shares

The Company has only one class of issued, subscribed and paid up equity shares having a par value of ₹5 each per share. Each holder
of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share
holders.

Name of the equity shareholders
v. Details of shareholders holding more than 5% equity shares in
the Company
N Bhuvaneswari 10,661,652 22.98% 10,661,652 22.98%
Nirvana Holdings Private Limited 5,145,684 11.09% 5,145,684 11.09%
Nara Lokesh 4,732,800 10.20% 4,732,800 10.20%
Megabid Finance & Investment Private Limited 2,447,600 5.28% 2,447,600 5.28%
vi. The Company has not issued any equity shares pursuant to contract without payment being received in cash or by way of bonus
shares or bought back any equity shares during the last five years preceeding the balance sheet date.

18. Other equity

As at As at
Particulars
31 March 2020 31 March 2019
Reserves and Surplus
Capital reserve 121.09 121.09
Capital redemption reserve 81.00 81.00
Securities premium 3,784.14 3,784.14
Warrants money appropriated 318.69 318.69
General reserve 8,427.39 8,427.39
Retained earnings 31,186.29 48,389.50
43,918.60 61,121.81
Item of OCI
Changes in fair value of equity instruments (5.43) 17,054.47
(5.43) 17,054.47
43,913.17 78,176.28
Nature and purpose of reserves
Securities premium
Securities premium is used to record the premium on issue of equity shares. The reserve is utilised in accordance with provisions of the
Companies Act, 2013 (“the Act”).
Capital reserve
The excess of net assets taken, over the consideration paid, as part of the business combinations have been recorded under the capital
reserve during the earlier years.
Capital redemption reserve
Capital redemption reserve was created on buy back of equity shares in the earlies years. The Company uses capital redemption reserve
in accordance with the provisions of the Act.
Warrants money appropriated
Warrants money appropriated represents forfeiture of share application money made during the earlier years.
General reserve
The reserve has arisen on transfer of a portion of the net profit pursuant to the earlier provisions of the Companies Act, 1956. Mandatory
transfer to general reserve is not required under the Act.
Changes in fair value of equity instruments
This represents the cumulative gains and losses arising on the fair valuation of equity instruments measured at FVTOCI, under an irrevo-
cable option, net of amounts reclassified to retained earnings when such assets are disposed off.
19. Borrowings
As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Secured
Term loans from banks (refer note a) 15,478.50 14,628.67
Deferred payment liabilities 534.64 663.36
16,013.14 15,292.03
Unsecured
Finance lease obligations - 133.92
- 133.92

Standalone

As at As at
Particulars
31 March 2020 31 March 2019
16,013.14 15,425.95
Current
Secured
Loans repayable on demand from banks (refer note b) 5,817.30 6,723.07
5,817.30 6,723.07
Unsecured
2,500.00 2,500.00
8,317.30 9,223.07
For the year ended

Reconciliation of liabilities arising from financial activities*
31 March 2020 31 March 2019
Balance at beginning of the year 18,315.55 16,291.34
Reclassified on transition to Ind AS 116 (refer note 44) (227.36) -
Balance at end of the year 19,549.64 18,315.55
*Includes only current and non-current portions of term loans from banks for the year ended 31 March 2020, but whereas for the year
ended 31 March 2019, the above reconciliation also included outstanding finance lease obligations.
For the year ended

31 March 2020 31 March 2019
Balance at beginning of the year 93.65 74.80
Interest expense for the year 1,682.09 1,609.63
Interest paid during the year 1,642.50 1,590.78
Balance at end of the year 133.24 93.65

19(a) Terms and conditions of term loans from banks

S. Outstanding balance as on* Interest rate
Name Repayment terms Type of security
No 31 March 2020 31 March 2019 (%)
- First pari passu charge on present and future fixed
assets of the Company along with other consortium
Base rate + 0.25% per
1 Andhra Bank - 112.39 The loan has been repaid during bankers.
annum
- Second pari passu charge on current assets of the
Company along with consortium banks and Yes Bank.

Repayable in 24 quarterly install- assets of the Company along with other consortium
One year MCLR +0.45%
2 Andhra Bank 197.92 263.15 ments commenced from June bankers.
per annum
2017 and ending in March 2023. - Second pari passu charge on current assets of the
Company along with consortium banks.
One year MCLR +0.50% Repayable in 24 quarterly install- assets of the Company along with other consortium
3 Andhra Bank 470.93 273.87 per annum ments commencing from May bankers.
2020 and ending in Feb 2024. - Second pari passu charge on current assets of the
- First pari passu charge on movable and immovable
Repayable in 24 quarterly
One year MCLR +0.35% fixed assets of the Company along with other consor-
Bank of installments commenced from
4 1,324.52 1,653.33 per annum tium bankers.
Baroda May 2018 and ending in February
2024.
Company.
One year MCLR + fixed assets of the Company along with other consor-
Bank of installments commenced from
5 1,239.52 1,485.37 premium +0.40% per tium bankers.
Baroda May 2019 and ending in February
annum - Second pari passu charge on current assets of the
2025.
Company.
Repayable in 24 quarterly install- fixed assets of the Company along with other consor-
One year MCLR +
Bank of ments commenced from February tium bankers excluding project specific assets charged
6 632.54 471.71 premium +0.40% per
Baroda 2020 and ending in November to YES Bank, Kotak Bank and HDFC Bank.
annum
2023. - Second pari passu charge on current assets of the
Company.
Repayable in 26 quarterly install-
One year MCLR per -Exclusive charge on wind assets along with mortgage
7 HDFC Bank 759.22 927.40 ments commenced from May
annum of land on which such machine is erected.
2018 and ending in August 2024.
One year MCLR per installments commenced from -Exclusive charge on wind assets along with mortgage
8 HDFC Bank 581.91 747.74
annum December 2017 and ending in of land on which such machine is erected.
September 2023.
-Exclusive charge on assets acquired and exclusive
One year MCLR per ments commenced from January
9 HDFC Bank 1,008.85 1,162.39 charge on the land and building in relation to the
annum 2019 and ending in December
assets being acquired.
2025.

No 31 March 2020 31 March 2019 (%)
"One year MCLR Repayable in 24 quarterly install-
-Exclusive charge on wind assets installed by the Com-
10 HDFC Bank 498.97 664.89 +0.15% per annum ments commenced from May
pany.
" 2017 and ending in February 2023.
"One year MCLR
ments commenced from March Subservient charge on movable fixed assets of the
11 HDFC Bank 1,803.46 948.19 +0.50% per annum
2020 and ending in December Company.
"
2025.
Repayable in 24 quarterly - First pari passu charge on entire fixed assets of the
One year MCLR +0.50%
installments commencing from Company.
12 HDFC Bank 857.65 - per annum
December 2020 and ending in - Second pari passu charge on current assets of the
September 2026. Company.
Repayable in 24 quarterly install- - First pari passu hypothecation charge on all existing
Kotak Mahin- One year MCLR +
13 2,329.65 2,911.05 ments commenced from April and future movable fixed assets of the Company’s
dra Bank spread per annum
2018 and ending in January 2024. dairy division.
- First pari passu hypothecation charge on all existing
Repayable in 24 quarterly install- and future movable fixed assets of the Company’s
Kotak Mahin- One year MCLR +
14 1,243.71 1,420.76 ments commenced from July dairy division.
dra Bank spread per annum
2019 and ending in April 2025. - Exclusive equitable mortagage of land at Khamnon,
Company Overview
Punjab.
One year MCLR per installments commenced from
15 Yes Bank 670.29 827.34 -Exclusive charge on assets financed by the loan taken.
annum September 2018 and ending in
June 2024.
- First pari passu charge on entire fixed assets of the
One year MCLR + The loan has been repaid during Company.
16 Yes Bank - 306.10
spread per annum the year ended 31 March 2020. - Second pari passu charge on current assets of the
Company.
One year MCLR per installments commencing from
17 Yes Bank 943.54 - -Exclusive charge on assets financed by the loan taken.
Statutory Reports
annum November 2020 and ending in

August 2026.
assets of the Company excluding assets funded by
One year IMCLR + installments commenced from
18 ICICI Bank 1,527.80 1,855.70 HDFC bank and YES bank.
spread per annum December 2018 and ending in
December 2024.
Company.
fixed assets of the Company along with other consor-
One year IMCLR + installments commenced from
Standalone
19 ICICI Bank 695.26 893.29 tium bankers.

spread per annum December 2017 and ending in
- Second pari passu charge on movable assets of the
September 2023.
Company with Kotak Mahindra bank.


No 31 March 2020 31 March 2019 (%)
One year IMCLR + - First pari passu charge on movable and immovable
spread per annum + fixed assets of the Company along with other consor-
installments commenced from
20 ICICI Bank 448.13 745.28 applicable interest tax tium bankers.
December 2016 and ending in
or other statutory levy, - Second pari passu charge on current assets of the
September 2021.
if any. Company.
One year IMCLR + - First pari passu charge on present and future fixed

spread per annum + assets of the Company excluding assets funded by
ments commenced from March
21 ICICI Bank 402.39 418.24 applicable interest tax HDFC bank and YES bank.
2020 and ending in December
2025.
if any. Company.
installments commencing from
22 ICICI Bank 431.38 - applicable interest tax HDFC bank and YES bank.
September 2026.
if any. Company.
installments commencing from
23 ICICI Bank 1,482.00 - applicable interest tax HDFC bank and YES bank.
September 2026.
if any. Company.
19,549.64 18,088.19
*Including current maturities of term loans from banks.
19(b) Terms and conditions of loans repayable on demand from banks

Outstanding balance as on* Interest rate
S.
Name 31 March 31 March Repayment terms Type of security
No (%)
2020 2019
First pari passu charge on current assets and exten-
Bank of One year MCLR + 0.4%
1 2,239.84 2,664.74 Repayable on demand. sion of first pari passu charge on fixed assets of the
Baroda per annum
Company.
One year MCLR + 0.6%
2 Andhra Bank 1,559.70 1,675.15 Repayable on demand. sion of first pari passu charge on fixed assets of the
per annum
Company.
Six months IMCLR +
3 ICICI Bank 2,017.76 2,383.18 Repayable on demand. sion of first pari passu charge on fixed assets of the
spread per annum
Company.
Six months MCLR per The loan has been repaid during
4 HDFC Bank - 2,500.00 Unsecured loan given by the bank.
annum the year ended March 2020.
Six months MCLR per
5 HDFC Bank 2,500.00 - Repayable on demand. Unsecured loan given by the bank.
annum
8,317.30 9,223.07
Standalone

20. Other financial liabilities

As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Derivative contracts (refer note 45) - 29,448.88
Lease liabilities (refer note 44) 360.93 -
Financial guarantee (refer note (i) below) 72.29 52.32
433.22 29,501.20
Current
Current maturities of deferred payment liabilities 128.72 128.22
Current maturities of term loans from banks 4,071.14 3,459.52
Current maturities of finance lease obligations - 93.44
Current maturities of financial guarantee (refer note (i) below) 22.36 17.56
Interest accrued but not due on borrowings 133.24 93.65
Freight payable 1,030.41 1,198.78
Capital creditors 2,092.73 1,615.74
Employee related payables 1,443.71 2,152.08
Security deposits 3,023.06 2,637.02
Other payables 2,267.16 2,332.77
14,653.02 13,865.05
Note:
(i) The Company has oustanding guarantees given to bankers towards loans availed by its wholly owned subsidiary i.e.Heritage Nutrivet
Limited and its joint venture i.e.Heritage Novandie Foods Private Limited. The carrying amount of such financial guarantees as at 31
March 2020 is ₹94.65(31 March 2019: ₹69.88). Amount outstanding to bankers by Heritage Nutrivet Limited and Heritage Novandie
Foods Private Limited as at 31 March 2020 is ₹2,613.83 (31 March 2019: ₹1,606.55).
21. Provisions
As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Compensated absences 796.18 693.56
796.18 693.56
Current
Gratuity (refer note a below) 53.26 104.03
Compensated absences 1,046.83 699.11
1,100.09 803.14
(a)Gratuity
The Company provides its employees with benefits under a defined benefit plan, referred to as the “Gratuity Plan”. The Gratuity Plan
entitles an employee, who has rendered at least five years of continuous service, to receive 15 days salary for each year of completed
service (service of six months and above is rounded off as one year) at the time of retirement/exit in accordance with the Payment of
Gratuity Act, 1972.
As at As at
Particulars
31 March 2020 31 March 2019
(i) Change in projected benefit obligation
Projected benefit obligation at the beginning of the year 898.79 658.05
Service cost 117.26 86.44
Interest cost 61.80 49.02
Actuarial loss 90.68 153.30
Benefits paid (31.79) (48.02)
Projected benefit obligation at the end of the year 1,136.74 898.79

As at As at
Particulars
31 March 2020 31 March 2019
(ii) Change in fair value of plan assets
Fair value of plan assets at the beginning of the year 794.76 570.52
Interest income 62.92 50.97
Contribution made 240.05 242.14
Actuarial gain/(loss) 17.54 (5.10)
Fair value of plan assets at the end of the year 1,083.48 794.76
As at As at
Particulars
31 March 2020 31 March 2019
(iii) Reconciliation of present value of projected benefit obligation and fair value of plan assets
Present value of projected benefit obligation 1,136.74 898.79
Funded status of plan assets 1,083.48 794.76
Net liability recognised in the balance sheet 53.26 104.03
For the year ended

Particulars
31 March 2020 31 March 2019
(iv) Expense recognized in the Statement of Profit and Loss
116.14 84.49
For the year ended

Particulars
31 March 2020 31 March 2019
(v) Expense recognized in OCI
Actuarial loss, net 73.14 158.40
73.14 158.40
As at As at
Particulars
31 March 2020 31 March 2019
(vi) Key actuarial assumptions
Salary escalation rate 8.00% 8.00%
Attrition rate 15.00% 15.00%
(vii) Sensitivity analysis

Reasonably possible changes as at 31 March 2020 to one of the relevant actuarial assumptions, holding other assumptions con-
stant, can affect the defined benefit obligation by the amounts shown below.
For the year ended

Particulars 31 March 2020 31 March 2019
Increase Decrease
Discount rate (1% movement) (52.33) 58.01
Salary escalation rate (1% movement) 54.74 (50.75)
Attrition rate (1% movement) (8.12) 8.69

Standalone

(viii) The Company expects to contribute ₹53.26 as its contribution to gratuity within one year from the year ended 31 March 2020.
Amount
(ix) Maturity analysis of Gratuity as on 31 March 2020 is as follows:
Within one year 254.24
2 to 5 years 679.08
More than 5 years 962.64
1,895.96
22. Deferred tax liabilities (net)

As at As at
Particulars
31 March 2020 31 March 2019
Deferred tax liabilities arising on account of:
Borrowings measured at amortised cost 16.31 39.73
Property, Plant and Equipment (“PPE”) 2,853.42 3,347.39
2,869.73 3,387.12
Deferred tax assets arising on account of:
Provision for trade receivables and advances (47.48) (62.00)
Provision for employee benefits (513.99) (541.38)
Minimum alternate tax (“MAT”) credit entitlement - (95.17)
Revaluation of investments at FVTOCI to fair value (6.24) (6.18)
Lease liabilities (9.86) -
(577.57) (704.73)
2,292.16 2,682.39
Movement in deferred tax liabilities, net

Property, Provision for
Particulars Borrowings plant and employee MAT credit Others Total
equipment benefits
As at 31 March 2018 47.41 2,913.46 (454.83) (635.00) (50.29) 1,820.75
Utilisation of MAT credit entitlement - - - 565.01 - 565.01
Charged to Statement of Profit
(7.68) 433.93 (86.55) (25.18) (17.89) 296.63
and Loss
As at 31 March 2019 39.73 3,347.39 (541.38) (95.17) (68.18) 2,682.39
Transition impact of Ind AS 116
- - - - (9.86) (9.86)
(refer note 44)
Adjustment on accont of change
- - - (44.29) - (44.29)
in tax provision of earlier year
charged
- to Statement of Profit and Loss (23.42) (493.97) 45.80 139.46 14.46 (317.67)
- to OCI - - (18.41) - - (18.41)
As at 31 March 2020 16.31 2,853.42 (513.99) - (63.58) 2,292.16

23. Other liabilities

As at As at
Particulars
31 March 2020 31 March 2019
Current
Advances from customers 259.61 267.31
Statutory dues payable 394.31 289.17
653.92 556.48
24. Trade payables

As at As at
Particulars
31 March 2020 31 March 2019
Total outstanding dues of micro and small enterprises (refer note 46) 523.89 752.81
Total outstanding dues of creditors other than micro and small enterprises 5,161.36 5,521.89
5,685.25 6,274.70
25. Revenue from operations

For the year ended
Particulars
31 March 2020 31 March 2019
Sale of products 267,886.13 247,717.46
Sale of services 73.24 228.96
Other operating income
- Sale of renewable energy certificates 70.93 270.69
- Scrap sales and others 80.33 17.82
268,110.63 248,234.93
For the year ended

Particulars
31 March 2020 31 March 2019
Revenue disaggregation geography wise is as follows:
India 267,039.85 243,452.36
Other than India 1,070.78 4,782.57
268,110.63 248,234.93
Note
(a) A receivable is a right to consideration that is unconditional upon passage of time. The Company sells goods on cash on delivery
payment terms. In case of customers where credit is allowed, the same is disclosed under note 14 to the standalone financial
statements.
(b) The Company has no single customer from whom the revenue is more than 10% of the revenue from operations for the year ended
31 March2020 and 31 March 2019.
26. Other income

For the year ended
Particulars
31 March 2020 31 March 2019
Interest income
- Bank and other deposits 33.67 22.68
- Others - 1.02
.- Guarantee income 25.83 22.07
Dividend income on long term investments 4.00 4.00
Subsidy transferred from deferred government grant (under capital subsidy scheme) 1.36 1.36
Lease rental income 173.98 163.53
Provisions no longer required/ credit balances written back 166.87 241.76
Gain on foreign exchange fluctuations, net 24.20 66.91
Reversal of provision for diminution in value of investments - 261.09
Other non operating income 402.48 325.18
832.39 1,109.60

Standalone

27. Cost of materials consumed

For the year ended
Particulars
31 March 2020 31 March 2019
Raw Material*
Opening stock 5,871.03 4,393.40
Add: Purchases during the year 206,012.06 177,847.30
Less: Closing stock 4,984.35 5,871.03
206,898.74 176,369.67
Packing Material*
Opening stock 679.43 616.64
Less: Closing stock 684.79 679.43
8,154.03 7,717.63
215,052.77 184,087.30
*Disclosed based on derived figures, rather than actual records of issue.
28. Changes in inventories of finished goods, semi finished goods, stock-in-trade and work-in-progress
For the year ended
Particulars
31 March 2020 31 March 2019
Opening balance
- Finished goods 4,656.64 6,590.58
- Semi finished goods 1,429.62 2,839.26
- Work-in-progress 106.41 77.95
- Stock-in-trade 152.84 229.07
6,345.51 9,736.86
Closing balance
- Finished goods 6,493.02 4,656.64
- Semi finished goods 955.60 1,429.62
7,665.26 6,345.51
(1,319.75) 3,391.35
29. Employee benefit expenses

For the year ended
Particulars
31 March 2020 31 March 2019
Salaries and wages 13,805.19 12,845.99
Contribution to provident and other funds (refer note a below) 794.25 518.27
Staff welfare expenses 357.37 320.95
14,956.81 13,685.21
(a) The amount recognized as an expense towards contribution to provident fund and employee state insurance schemes for the year
ended 31 March 2020 amounts to ₹678.11 (31 March 2019: ₹433.78).
30. Finance costs

For the year ended
Particulars
31 March 2020 31 March 2019
Interest on borrowings calculated using effective interest method 1,971.37 2,003.12
Interest on income tax 2.57 5.78
Interest on lease liabilities (refer note 44) 31.40 -
Other borrowing costs 75.38 59.74
2,080.72 2,068.64

31. Other expenses
For the year ended
Particulars
31 March 2020 31 March 2019
Consumption of stores, spares and consumables 2,253.98 2,401.67
Power and fuel 3,487.04 3,066.41
Rent 306.99 507.53
Repairs and maintenance
- Buildings 107.01 52.10
- Plant and equipment 309.13 237.60
- Others 578.01 588.02
Insurance 153.63 141.34
Electricity charges 105.59 105.10
Rates and taxes, excluding taxes on income 314.00 357.60
Freight outwards 7,687.37 7,162.36
Communication 183.95 194.92
Office maintenance 59.78 53.55
Travelling and conveyance 478.63 479.46
Legal and professional fees 1,202.92 1,036.93
Loss on sale of Property, plant and equipment (net) 70.59 178.89
Payment to auditors (refer note (i) below) 76.80 64.88
Corporate social responsibility (CSR) expenditure (refer note (ii) 222.75 194.02
below)
Selling and distribution expenses 1,397.37 1,967.45
Advances written off 4.63 11.09
Provision towards doubtful debts 48.49 27.38
Bank charges 147.82 146.25
Advertisement expenses 14.36 27.44
Contribution to Heritage Farmers Welfare Trust - 337.93
Security charges 461.94 412.52
Printing and stationery 97.22 108.13
Miscellaneous expenses 227.04 185.67
19,997.04 20,066.03
(i) Details of payments to auditors : For the year ended

31 March 2020 31 March 2019
As auditor:
- Statutory audit fee 45.34 30.49
- Tax audit fee 7.79 5.90
- Limited review fee 19.47 17.70
In other capacities:
- Taxation matters 1.30 1.18
- Certification fees 1.30 7.16
- Reimbursement of expenses 1.60 2.45
76.80 64.88
(ii) Details of CSR expenditure : For the year ended
31 March 2020 31 March 2019
(a) Gross amount required to be spent during the year 222.75 194.02
(b) Amount spent during the year 222.75 194.02

Standalone

32. Income tax expense

For the year ended
Particulars
31 March 2020 31 March 2019
(a)Income tax expense reported in the Statement of Profit and Loss
Tax expense comprises of:
1,532.80 4,524.63
The major components of income tax expense and the reconciliation of expected tax expense based on the domestic effective tax rate
of the Company at 25.168% (31 March 2019: 34.944%) and the reported tax expense in the Standalone Statement of Profit and Loss is
as follows:
Reconciliation of tax expense and the accounting profit/(loss) multiplied by India’s tax rate
For the year ended
Particulars
31 March 2020 31 March 2019
Expected tax expense at the Indian tax rate 25.168% (31 March 2019:34.944%) (3,641.22) 4,496.88
Tax effect of amounts which are not deductible/taxable in calculating taxable income:
Effect of deductions allowed under Chapter VI-A of the Income Tax Act, 1961 (“IT Act, 1961) (72.90) (272.04)
Effect of expenses not deductible under the IT Act, 1961 12,955.71 387.03
Effect of income not subject to tax under the IT Act, 1961 (7,418.19) (102.61)
Effect on adoption of Taxation Laws (Amendment) Ordinance, 2019 (410.12) -
Other adjustments 119.52 15.37
Income tax expense 1,532.80 4,524.63
33. Earnings per equity share

For the year ended
Particulars
31 March 2020 31 March 2019
Profit/((loss) for the year (16,000.44) 8,344.19
Weighted average number of equity shares outstanding during the year 46,398,000 46,398,000
Earnings per equity share (EPES) (in absolute ₹ terms)

Nominal value per share equity share 5 5
The Company did not have any potential dilutive equity shares as on 31 March 2020 and 31 March 2019.
34. Dividend proposed before approval or issue of the financial statements
The amount of dividend proposed or declared to be paid in cash before the financial statements were approved for issue but not rec-
ognised as a distribution to owners during the year ended 31 March 2020 amounts to ₹1,159.95 (₹2.5 per equity share) (31 March 2019:
₹927.96 (₹2 per equity share)). Dividend distribution tax on such dividend distribution amounts to ₹Nil (31 March 2019: ₹190.77).

35. Fair value hierarchy

(i)Financial assets and financial liabilities at fair value on a recurring basis as of the reporting dates are as follows:
As at As at
Particulars
31 March 2020 31 March 2019
Financial assets
Fair value hierarchy (Level 1)
Quoted equity shares 14,386.43 82,606.89

Unquoted equity shares 26.02 26.02
Derivative liability - 29,448.88
There are no transfers between levels during the current and previous year ended 31 March 2020 and 31 March 2019 respectively. The
Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
(ii) Valuation technique and inputs used for level 3 instruments:

The fair value of the level 3 instruments has been estimated using the discounted cash flow model. The valuation requires management
to make certain assumptions about the model inputs, including forecasting of cash flows, discount rate, credit risk and volatility. The
probabilities of the various estimates within the range can be reasonably assessed and are used in the management’s estimate of the
fair value for these level 3 instruments.
The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together
with a quantitative sensitivity analysis as at 31 March 2020 and 31 March 2019 are as shown below:
Assumption
Significant unobservable inputs* Sensitivity of the inputs
made
5% increase/(decrease) in the growth rate would result in increase/(de-
Future growth rate 3% crease) in fair value by ₹8.86/(₹8.86) as on 31 March 2020 and 31 March
2019.
5% increase/ (decrease) in the discount rate would result in (decrease)/
Discount rate 20% increase in fair value by (₹7.16)/₹7.16 as on 31 March 2020 and 31 March
2019.
Discount for lack of 5% increase/ (decrease) in the DFLM would result in (decrease)/ increase
15%
marketability (DFLM) in fair value by (₹1.53)/₹1.53 as on 31 March 2020 and 31 March 2019.
*keeping all other inputs constant.
(iii) Reconciliation of level 3 fair value measurement :

Amount
As at 1 April 2018 26.02
Changes during the year -
As at 31 March 2019 26.02
As at 31 March 2020 26.02
(iv) Valuation techniques and inputs used for level 2 instruments:

Derivative liability, in the nature of upside sharing is measured at fair value of equity instruments, based on quoted market prices,
adjusted for the formula agreed in the Implementation agreement (refer note 45 for details).

Standalone

36. Categories of Financial instruments and their fair values

The carrying amount of all financial assets and financial liabilities appearing in the financial statements are reasonable approximation
of their fair values, except for deferred payment liabilities whose fair value amounts to ₹542.81 and ₹616.20 as on 31 March 2020
and 31 March 2019 respectively.
Categories of financial instruments
Particulars Amortised
FVTPL FVTOCI FVTPL FVTOCI Amortised cost
cost
Financial assets
Quoted equity shares 10,788.31 3,598.12 - 61,948.88 20,658.01 -
Unquoted equity shares - 26.02 - - 26.02 -
Investment in government
- - 1.57 - - 1.47
securities
Trade receivables - - 2,109.49 - - 3,996.75
Cash and cash equivalents - - 5,332.33 - - 6,260.14
Other bank balances - - 171.03 - - 280.34
Loans - - 789.81 - - 674.06
Other financial assets - 86.61 - - 142.65
10,788.31 3,624.14 8,490.84 61,948.88 20,684.03 11,355.41

Particulars Amortised
FVTPL FVTOCI FVTPL FVTOCI Amortised cost
cost
Derivative liabilities - - - 29,448.88 - -
Deferred payment liabilities - - 663.36 - - 791.58
Borrowings excluding deferred
- - 27,866.94 - - 27,538.62
payment liabilities
Trade payables - - 5,685.25 - - 6,274.70
Other financial liabilities exclud-
- - 10,886.38 - - 10,236.19
ing deferred payment liabilities
- - 45,101.93 29,448.88 - 44,841.09
The fair value of the financial assets and financial liabilities are included at an amount at which the instruments could be exchanged in
a current transaction between the willing parties, other than in a forced or liquidation sale.
37. Financial risk management objectives and policies
Financial Risk Management Framework

The Company’s Board of Directors has an overall responsibility for the establishment and oversight of the Company’s risk management
framework. The Board of Directors has established Risk Management Committee, which is responsible for developing and monitoring
the Company’s risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Company’s principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. The main pur-
pose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments in
equity shares, loans, trade and other receivables, and cash and cash equivalents that the Company derives directly from its operations.
The Company also holds FVTOCI/FVTPL investments and enters into derivative transactions.
The Company is exposed primarily to Credit risk, Liquidity risk and Market risk (fluctuations in interest rates, equity risk and foreign
currency rates), which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the
financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.

A.Credit risk
Credit risk is the risk that the counterparty shall not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of the creditworthiness as well as
concentration of risks. Credit risk arises primarily from financial assets such as trade receivables, investment in equity shares, balances
with banks, loans and other receivables.
Credit risk is controlled by analyzing credit limits and creditworthiness of the customers on a continuous basis to whom credits have
been granted after obtaining necessary approvals. Financial instruments that are subject to concentration of credit risk principally con-
sist of trade receivables, investments, cash and cash equivalents, bank deposits and other financial assets. None of the financial instru-
ments of the Company result in material concentration of credit risk.
Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was ₹22,903.29
and ₹93,988.32 as of 31 March 2020 and 31 March 2019 respectively, representing carrying amount of all financial assets with the Com-
pany.
Financial assets that are neither past due nor impaired

None of the Company’s cash equivalents, including fixed deposits, were either past due or impaired as at 31 March 2020 and 31 March
2019.
Financial assets that are past due but not impaired

The Company’s credit period for customers generally ranges from 0 - 30 days. The aging of trade receivables, net of those impaired is
given below:
As at
Particulars
31 March 2020 31 March 2019
0-30 days 1,655.56 3,676.63
31-60 days 444.28 285.50
61-90 days - -
Greater than 90 days 10.10 35.65
2,109.94 3,997.78
Ind AS requires expected credit losses to be measured through a loss allowance. The Company assesses at each date of Balance Sheet
whether a financial asset or a group of financial assets are impaired. Expected credit losses are measured at an amount equal to 12
months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has
increased significantly since the initial recognition. The Company has used a practical expedient by computing the expected credit loss
allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and
is adjusted for forward-looking information.
B.Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations as and when they become due. The objective of
liquidity risk management is to maintain sufficient liquidity and to ensure that funds are available for meeting due obligations of the
Company. The Company manages liquidity risk by maintaining adequate reserves, banking facilities, continuously monitoring forecast
and actual cash flows, and by matching the maturity profiles of the financial assets and financial liabilities.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:
More than 1
As at 31 March 2020 On demand Up to 1 year Total
year
Borrowings excluding deferred payment liabilities 8,317.30 4,071.14 15,478.50 27,866.94
Deferred payment liabilities - 128.72 534.64 663.36
Trade payables - 5,685.25 - 5,685.25
Other financial liabilities - 10,453.16 433.22 10,886.38
Derivatives 8,317.30 20,338.27 16,446.36 45,101.93

Standalone

More than 1
year
Trade payables - 6,274.70 - 6,274.70
Derivatives - - 29,448.88 29,448.88
9,223.07 20,139.75 44,927.15 74,289.97
37.Financial risk management objectives and policies (continued)
C.Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in the market rates
and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and
all short-term and long-term borrowings. Market risk comprises three types of risk: interest rate risk, currency risk and other price risks
such as equity price risk.
i.Interest risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument shall fluctuate because of changes in the
market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-
term obligations with floating interest rates.
For the years ended 31 March 2020 and 31 March 2019, every 50 basis point decrease in the floating interest rate component applica-
ble to the Company’s long-term borrowings would have increase/(decrease) the profit/(loss) before tax by approximately ₹55.01 and
₹47.89 respectively. A 50 basis point increase in floating interest rate would have led to an equal but opposite effect.
ii.Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure shall fluctuate because of changes in foreign
exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating
and investing activities (when revenue or expense including capital expenditure is denominated in a foreign currency). The exposure of
foreign currency risk to the entity is low as it enters very limited transactions in foreign currencies. The Company uses foreign exchange
forward contracts to offset its exposure in foreign currency risk.
The carrying amounts of the Company’s unhedged foreign currency denominated monetary items in ₹ terms as at 31 March 2020 and
31 March 2019 are as follows:
Financial assets - Trade receivables
As at As at
Particulars
31 March 2020 31 March 2019
- USD - 2,521.15
Financial liabilities- capital creditors
As at As at
Particulars
31 March 2020 31 March 2019
- EURO - 44.60
Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other vari-
ables held constant.
Impact on profit/(loss) before

Particulars
tax for the year ended
31 March 2020 31 March 2019
USD sensitivity
₹/USD - Increase by 5% - 126.06
₹/USD - Decrease by 5% - (126.06)
EURO sensitivity
₹/EURO - Increase by 5% - (2.23)
₹/EURO - Decrease by 5% - 2.23

iii.Derivative financial instruments:
The following table gives details in respect of outstanding derivative contracts. The counterparty for these contracts are banks.
As at
Particulars
Sell 31 March 2020 31 March 2019
Derivatives not designated as hedge
Forward contracts USD - US$36.50
iv.Equity price risk:

The Company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values
of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and
total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The
Company’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the exposure to unlisted equity securities at fair value was ₹26.02 (31 March 2019:₹26.02). Sensitivity analyses
of these investments have been provided in Note 35.
At the reporting date, the exposure to listed equity securities at fair value was ₹14,386.43 (31 March 2019: ₹82,606.89). A decrease of
5% in market price of the securities, which are measured at FVTPL, would have an adverse impact of ₹539.42 (31 March 2019: ₹3,09744)
on the Statement of Profit and loss of the Company, and an increase in prices, a vice versa impact. Further decrease of 5% in market price
of the securities, which are measured at FVTOCI, would have an adverse impact of ₹179.91 (31 March 2019: ₹1,032.90) on the OCI of the
Company, and an increase in prices, a vice versa impact.
38. Capital risk management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other reserves
attributable to the equity holders. The primary objective of the Company’s capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of
the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payments to shareholders,
return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total
equity plus net debt. The Company’s policy is to keep the gearing ratio between 15% and 35%. The Company includes within net debt,
borrowings from banks less cash and cash equivalents. Borrowings from banks comprise of term loans and loans repayable on demand.
As at
Particulars
31 March 2020 31 March 2019
Borrowings from banks (note 19 and 20)* 27,866.94 27,538.62
Less: Cash and cash equivalents (note 15(i)) (5,332.33) (6,260.14)
Net debt (A) 22,534.61 21,278.48
Total equity (B) 46,233.07 80,496.18
Net debt and total equity (A) + (B) 68,767.68 101,774.66
Gearing ratio (%) 32.77% 20.91%
*During the previous year ended 31 March 2019, borrowings from banks also included finance lease obligations aggregating to ₹227.36,
which has been reclassified to lease liabilities on transition to Ind AS 116 during the current year.
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the borrowings. Breaches in meeting the financial covenants would permit the lenders to immediately
call back the borrowings. There was no breach in the financial convenants of any borrowings during the year ended 31 March 2020 and
31 March 2019.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2020 and 31 March
2019.
39. Disclosure of Interest in subsidiary, joint venture and associate:
Ownership interest (%)
Nature of rela- Country of As at 31 March As at 31 March
tionship Incorporation 2020 2019
Heritage Nutrivet Limited Subsidiary India 100.00% 100.00%
SKIL Raigam Power (India) Limited Associate India 44.83% 44.83%
Heritage Novandie Foods Private Limited Joint venture India 50.00% 50.00%

Standalone

The Company has extended no loans or advances to its subsidiary and associate during the years ended
40.
31 March 2020 and 31 March 2019.
41. Related party disclosures
(a) Names of the related parties and nature of relationship
Names of related parties Nature of relationship
Heritage Nutrivet Limited (“HNL”) Subsidiary Company
Heritage Novandie Foods Private Limited (“HNFPL”) Joint Venture Company
Heritage Farmers Welfare Trust (“HFWT”)
Controlled Trust
Heritage Employees Welfare Trust
Heritage Finlease Limited
Enterprise over which KMP exercise significant influence
NTR Memorial Trust
Entity belonging to Promoter Group and holding 10% or more
Nirvana Holdings Private Limited
share holding in the Company
N Bhuvaneswari
N Brahmani
M Sambasiva Rao Key Managerial Personnel (KMP)
A Prabhakara Naidu
Umakanta Barik
(b) Transactions with related parties
for the year ended
Particulars
31 March 2020 31 March 2019
(i)Heritage Nutrivet Limited
Investment made 760.00 572.94
Sale of products 23.54 48.41
Financial guarantee income 23.39 22.07
Purchases 5,453.37 4,425.34
Purchase of Property, plant and Equipment 3.65 23.34
Expenditure incurred on behalf of HNL 7.69 -
(ii) Heritage Novandie Foods Private Limited
Investment made - 849.99
Sale of Property, plant and Equipment - 40.18
Financial guarantee income 2.44 -
Lease rental income 9.54 -
Rent deposit received 4.50 -
Reimbursement of insurance proceeds received on behalf of HNFPL 0.18 -
Expenditure incurred on behalf of HNFPL 0.97 -
(iii) Heritage Farmers Welfare Trust
Contribution made - 337.93
Expenditure incurred on behalf of HFWT 0.42 -
(iv) Heritage Finlease Limited
Dividend received 4.00 4.00
Remittance of loan proceeds collected on behalf of Heritage Finlease Limited 7,373.90 7,341.00
Disbursement of loans to employees of the Company 96.80 -
Cattle loan facilitation charges 15.43 9.11
(v) Nirvana Holdings Private Limited
Dividend paid 102.91 102.91
(vi) NTR Memorial Trust
CSR expenditure 222.75 91.05

for the year ended
Particulars
31 March 2020 31 March 2019
(vii) N Bhuvaneswari
Short-term employee benefits 399.33 693.64
Post-employment benefits 12.96 8.64
Other long-term benefits 8.65 5.77
(viii) N Brahmani
(ix) M Sambasiva Rao
Other long-term benefits - 22.32
(x) A Prabhakara Naidu
(xi) Umakanta Barik
(c) Balances receivable/(payable)
(i) Heritage Nutrivet Limited
Trade payable (46.08) (72.02)
Other receivables 0.49 1.85
(ii)Heritage Finlease Limited
Loan proceeds payable (297.67) (239.73)
(iii)Heritage Novandie Foods Private Limited
Other payable 4.50 -
Other receivables 1.83 -
(iv)Heritage Farmers Welfare Trust
Contribution payable - (49.71)
(v)N Bhuvaneswari
Short-term employee benefits payable (203.65) (563.16)
(vi)N Brahmani
(vii)M Sambasiva Rao
Notes:
(a) The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees
provided or received for any related party receivables or payables. For the year ended 31 March 2020, the Company has not recorded
any impairment of receivables relating to amounts owed by related parties (31 March 2019: Nil). This assessment is undertaken each
financial year through examining the financial position of the related parties and the market in which such parties operates.
(b) As at 31 March 2020 and 31 March 2019, the Company has outstanding guarantees given to bankers towards loans availed by its
wholly owned subsidiary i.e. Heritage Nutrivet Limited and its joint venture i.e. Heritage Novandie Foods Private Limited. Amount
outstanding to bankers by Heritage Nutrivet Limited and Heritage Novandie Foods Private Limited as at 31 March 2020 is ₹2,613.83
(31 March 2019: ₹1,606.55) .
(c) Post-employment and other long-term benefits, disclosed above, does not include those benefits which are computed for the
Company as a whole.

Standalone

42. Segment reporting

In accordance with Ind AS 108 - ‘Operating segments’, segment information has been given in the consolidated financial statements of
the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.
43. Contingent liabilities and commitments

As at
Particulars
31 March 2020 31 March 2019
(a) Commitments
(i) Estimated amount of contracts remaining to be executed on capital account and not
2,716.57 505.26
provided for
(ii) Other commitments
- Export obligation upto the year 2022-23 against import of capital goods under EPCG
- 324.96
scheme
(b) Contingent liabilities
Claims against the Company not acknowledged as debts
- Disputed purchase tax levied under Andhra Pradesh Value Added Tax Act, 2005 on
95.12 95.12
purchase of milk
- Disputed Input tax credit disallowed under Tamil Nadu Value Added Tax Act, 2006 - 32.50
- Disputed Input tax credit disallowed under Andhra Pradesh Value Added Tax Act, 2005 46.88 46.88
- Disputed Entry tax levied under Telangana Tax on Entry of Goods into Local Areas Act,
103.42 -
2001 on interstate purchases of certain items
- Disputed milk cess levied on installed capacity under the Haryana Murrah Buffalo and
103.07 95.37
other Milch Animal Breed Act, 2001.
(c) Guarantees excluding financial guarantees 40.48 46.84
(d) Other money for which the Company is contingently liable
‘C’ form under collection - 18.36
(e) The Hon’ble Supreme Court (SC) has clarified in the case of Vivekananda Vidyamandir And Others Vs The Regional Provident Fund
Commissioner (II) West Bengal that various allowances like conveyance allowance, special allowance, education allowance, medical
allowance etc., paid uniformly and universally by an employer to its employees shall form part of basic wages for computation of the
provident fund contribution.On the basis of internal evaluation, supported by a legal opinion from an independent legal expert, the
management has determined that there is no impact of the aforesaid ruling on the standalone financial statements of the Company.
44. Leases
Transition to Ind AS 116
Effective April 1, 2019, the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on 1 April 2019
using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date of initial applica-
tion. Consequently, the Company recorded the lease liability at the present value of the lease payments discounted at the incremental
borrowing rate and the right-of-use (“ROU”) asset at its carrying amount as if the standard had been applied since the commencement
date of the lease, but discounted at the Company’s incremental borrowing rate at the date of initial application. Comparatives as at and
for the year ended 31 March 2019 have been not retrospectively adjusted and therefore shall continue to be reported in accordance
with the accounting policies included as part of the Annual Report for the year ended 31 March 2019.
On transition, the adoption of the new standard resulted in recognition of ‘Right of Use’ asset of ₹674.91 and a lease liability of ₹714.08.
The cumulative effect of applying the standard, amounting to ₹29.31 was debited to retained earnings, net of taxes. The effect of this
adoption is insignificant on the loss before tax, loss for the year and earnings per equity share. Ind AS 116 has resulted in an increase in
cash inflows from operating activities and an increase in cash outflows from investing activities on account of lease payments.

The following is the summary of practical expedients elected on initial application :

1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.
2. Applied the exemption not to recognize ROU assets and liabilities for leases with less than 12 months of lease term on the date of
initial application.
3. Excluded the initial direct costs from the measurement of the ROU assets at the date of initial application.
4. Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, Ind AS 116 is applied
only to contracts that were previously identified as leases under Ind AS 17.
The movement in lease liabilities during the year ended 31 March 2020 is as follows:
Particulars Amount
Balance at the beginning of the year 941.45
Additions during the year -
Finance cost accrued during the year 31.40
Payment of lease liabilities (317.88)
Lease liabilities as at 31 March 2020 654.97
Current lease liabilities 294.04
Non-current lease liabilities 360.93
The details of the contractual maturities of lease liabilities as at 31 March 2020 on an undiscounted basis are as follows:
Particulars Amount
Less than one year 346.05
One to five years 313.38
More than five years 66.71
Total 726.14
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases was ₹306.99 for the year ended 31 March 2020. Leases not yet commenced to which
the Company is committed amounts to ₹65.75 for a lease term ranging from 3 to 5 years.
45. Derivative contract

The Company entered into an agreement with Future Retail Limited (“FRL”) (the “Implementation Agreement”) dated 7 November 2016,
under which the Company agreed to share an upside with FRL in the following manner upon sale of shares, which the Company has
received as a consideration under the composite scheme of arrangement approved by the National Company Law Tribunal between the
Company, FRL, HNL and their respective shareholders and creditors.
If the net consideration by the Company, after deducting taxes statutorily required to be paid to any tax authority in respect of such sale
of shares, (the “Share Sale Consideration”),
(i) is less than or equal to ₹40,000, then the Company shall be entitled to retain the entire share sale consideration
(ii) exceeds ₹40,000 but is less than or equal to ₹50,000, then the Company shall subscribe to a total of 1,000 equity shares of FRL by
paying an amount equal to the 50% of such excess over ₹40,000.
(iii) exceeds ₹50,000, then the Company shall subscribe to a total of 1,000 equity shares of FRL by paying amount equal to the 50% of
such excess between ₹40,000 and ₹50,000 and 75% of excess over ₹50,000.
The Company recognized the above contractual provisions of the Implementation Agreement as derivative financial instrument.

Standalone
46. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006
The creditors covered by Micro, Small and Medium Enterprises Development Act, 2006 (“the MSMED Act, 2006”) have been identified
on the basis of information available with the Company. Disclosures in respect of the amounts payable to such parties are given below:
As at
Particulars
31 March 2020 31 March 2019
(i)The principal amount remaining unpaid as at the end of the year. 523.89 752.81
(ii)The amount of interest accrued and remaining unpaid on (i) above. 0.05 0.67
(iii)Amount of interest paid by the Company in terms of Section 16, of the MSMED Act, 2006 along
- -
with the amounts of payments made beyond the appointed date during the year.
(iv)The amount of interest due and payable for the period (where the principal has been paid but
- -
interest under the MSMED Act, 2006 not paid)
(v)The amount of further interest remaining due and payable in the succeeding years, until such
date when the interest dues as above are actually paid to the small enterprises for the purpose of 0.05 0.67
disallowance as a deductible expenditure under Section 23 of the MSMED Act, 2006.
Notes:
(a) Explanation - The terms ‘appointed day’, ‘buyer’, ‘enterprise’, ‘micro enterprise’, ‘small enterprise’ and ‘supplier’ shall have the
same meaning as assigned to them under clauses (b),(d),( e), (h), (m) and (n) respectively of section 2 of the Micro,Small and
Medium Enterprises Development Act, 2006.
(b) This information required to be disclosed has been determined to the extent such parties have been identified on the basis of
information available with the company. The auditors have placed reliance on the information provided by the management.
This is the summary of significant accounting policies and other explanatory information referred to in our report of even
date.
FRN No: 001076N/N500013

M.No. 207660 DIN : 00003741 DIN : 02338940

Date : 27 May 2020 Date : 27 May 2020

INDEPENDENT AUDITOR’S REPORT
To the Members of
Report on the Audit of the Consolidated Financial Statements
Opinion
1. We have audited the accompanying consolidated financial statements of Heritage Foods Limited (‘the Holding Company’) and
its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’), its associate and joint venture,
as listed in Annexure 1, which comprise the Consolidated Balance Sheet as at 31 March 2020, the Consolidated Statement
of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated
Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other
explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of the reports of the other auditors on separate financial statements and on the other financial information of the subsidiaries
and joint venture, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013
(‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted
in India including Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the consolidated state
of affairs of the Group, its associate and joint venture, as at 31 March 2020, and their consolidated loss (including other
comprehensive income), consolidated cash flows and the consolidated changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we
have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 15 of
the Other Matters section below, is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
4. Key audit matters are those matters that, in our professional judgment and based on the consideration of the report of the
other auditor on separate financial statements of the joint venture, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5. We have determined the matter described below to be the key audit matter to be communicated in our report.
Revenue recognition Our audit included, but was not limited to, the following
procedures:
Revenue from sale of goods is recognised when control • Assessed the appropriateness of the revenue recognition
of the products being sold is transferred to the customer accounting policies, including those relating to discounts
and when there are no longer any unfulfilled obligations. in accordance with Ind AS 115 – Revenue from contracts
The performance obligations in the contracts are fulfilled with customers (‘Ind AS 115’).
at the time of dispatch, delivery or upon formal customer
acceptance depending on terms.

Consolidated
Majority of the Holding Company’s sales arrangements are • Evaluated the integrity of the general information and
on a point of sale basis and requires little judgement to be technology control environment and tested the operating
exercised. effectiveness of Key IT application controls.
Discounts are material and there are arrangements with • Evaluated the design and implementation of Holding
varying terms based on schemes implemented throughout Company’s controls in respect of revenue recognition,
the year. including discounts.
There is a risk of revenue being overstated, resulting from • Performed substantive testing by selecting samples of
pressure the management may feel to achieve performance revenue transactions recorded during the year by verifying
targets at the reporting period end. the underlying documents, which included trip sheets,
invoices, shipping documents and evidence of collection
of receipts, as appropriate.
Due to the materiality of amounts involved and above said • Performed substantive testing by selecting samples
considerations, revenue recognition from sale of goods is of discount transactions recorded during the year and
determined to be a key audit matter for the current year comparing the parameters used in the calculation of
audit. the discounts with the relevant source documents
(including invoices and schemes) to assess whether the
methodology adopted in the calculation of the discounts
was in accordance with the terms and conditions defined
in the schemes.
Refer Note 3(e) to the Consolidated Financial Statements – • Performed cut-off testing by selecting samples of revenue
Summary of the significant accounting policies and Note 25 transactions recorded before and after the financial
for the revenue recognized during the year. year end date by tracing to the relevant underlying
documentation, to assess whether the revenue was
recognized in the correct period.
• Assessed manual journal entries posted to revenue to
identify unusual items and tested such entries on a sample
basis.
• Evaluated appropriateness of disclosures made in the
financial statements in accordance with the requirements
of Ind AS 115 and other applicable regulations.
Information other than the Consolidated Financial Statements and Auditor’s Report thereon
6. The Holding Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the consolidated financial statements and our auditor’s
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
7. The accompanying consolidated financial statements have been approved by the Holding Company’s Board of Directors.
The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these consolidated financial statements that give a true and fair view of the consolidated state of
affairs (consolidated financial position), consolidated profit or loss (consolidated financial performance including other

comprehensive income), consolidated changes in equity and consolidated cash flows of the Group including its associate
and joint venture in accordance with the accounting principles generally accepted in India, including the Ind AS specified
under section 133 of the Act. The Holding Company’s Board of Directors is also responsible for ensuring accuracy of records
including financial information considered necessary for the preparation of consolidated Ind AS financial statements.
Further, in terms of the provisions of the Act, the respective Board of Directors/management of the companies included in
the Group, and its associate company and joint venture company covered under the Act are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error. These financial statements have been used for the purpose of preparation of
the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
8. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group
and of its associate and joint venture are responsible for assessing the ability of the Group and of its associate and joint
venture to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intend to liquidate the Group or to cease operations, or has
no realistic alternative but to do so.
9. Those Board of Directors are also responsible for overseeing the financial reporting process of the companies included in the
Group and of its associate and joint venture.
Auditor’s Responsibilities for the Audit of the Financial Statements
10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
11. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Holding Company, its subsidiary company and its associate company (covered under the Act) have adequate internal
financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management;
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the ability of the Group and its associate and joint venture to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group and its associate and joint venture to cease to continue as a going concern; and
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

Consolidated
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group, and
its associate and joint venture, to express an opinion on the financial statements. We are responsible for the direction,
supervision and performance of the audit of financial statements of such entities included in the financial statements,
of which we are the independent auditors. For the other entities included in the financial statements, which have been
audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of
the audits carried out by them. We remain solely responsible for our audit opinion.
12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
14. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
15. We did not audit the financial statements of a subsidiary, whose financial statements reflect total assets of ₹110.00 lakhs and
net assets of ₹96.34 lakhs as at 31 March 2020, total revenues of ₹24.17 lakhs and net cash outflows amounting to ₹37.80
lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial
statements also include the Group’s share of net loss (including other comprehensive income) of ₹70.04 lakhs for the year
ended 31 March 2020, as considered in the consolidated financial statements, in respect of a joint venture, whose financial
statements has not been audited by us. These financial statements have been audited by other auditors whose reports have
been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to
the amounts and disclosures included in respect of this subsidiary and joint venture and our report in terms of sub-section (3)
of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary and joint venture, is based solely on the reports of
the other auditors.
Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements
below, are not modified in respect of the above matter with respect to our reliance on the work done by and the reports of
the other auditors.
16. We did not audit the financial information of a subsidiary, whose financial information reflect total assets of ₹159.15 lakhs
and net assets of ₹118.83 lakhs as at 31 March 2020, total revenues of ₹8.82 lakhs and net cash outflows amounting to ₹0.66
lakhs for the year ended on that date, as considered in the consolidated financial statements. This financial information is
unaudited and have been furnished to us by the management and our opinion on the consolidated financial statements, in
so far as it relates to the amounts and disclosures included in respect of the aforesaid subsidiary and our report in terms of
sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such unaudited
financial information. In our opinion and according to the information and explanations given to us by the management, this
financial information is not material to the Group.
Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements
below, are not modified in respect of the above matter with respect to our reliance on the financial information certified by
the management.
Report on Other Legal and Regulatory Requirements
17. As required by section 197(16) of the Act, based on our audit and on the consideration of the report of the other auditor,
referred to in paragraph 15, on separate financial statements of the joint venture, we report that the Holding Company
covered under the Act paid remuneration to their respective directors during the year in accordance with the provisions of
and limits laid down under section 197 read with Schedule V to the Act. Further, we report that the provisions of section 197
read with Schedule V to the Act are not applicable to the joint venture covered under the Act, since it is not a public company
as defined under section 2(71) of the Act.

Further, we report that a subsidiary company and an associate company covered under the Act have not paid or provided
for any managerial remuneration during the year. Accordingly, reporting under section 197(16) of the Act is not applicable in
respect of such subsidiary company and associate company.
18. As required by Section 143 (3) of the Act, based on our audit and on the consideration of the reports of the other auditors on
separate financial statements of the subsidiary, associate and joint venture, we report, to the extent applicable, that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit of the aforesaid consolidated financial statements;
b) in our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of those books and the reports of the other
auditors;
c) the consolidated financial statements dealt with by this report are in agreement with the relevant books of account
maintained for the purpose of preparation of the consolidated financial statements;
d) in our opinion, the aforesaid consolidated financial statements comply with Ind AS specified under section 133 of the
Act;
e) on the basis of the written representations received from the directors of the Holding Company and taken on record
by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company,
associate company and joint venture company covered under the Act, none of the directors of the Group companies, its
associate company and joint venture company covered under the Act, are disqualified as on 31 March 2020 from being
appointed as a director in terms of Section 164(2) of the Act.
f) with respect to the adequacy of the internal financial controls with reference to financial statements of the Holding
Company, its subsidiary company and an associate company covered under the Act, and the operating effectiveness of
such controls, refer to our separate report in ‘Annexure A;
g) with respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to
the explanations given to us and based on the consideration of the report of the other auditors on separate financial
statements of the subsidiary, associate and joint venture:
i. the consolidated financial statements disclose the impact of pending litigations on the consolidated financial
position of the Group, its associate and joint venture as at 31 March 2020, as detailed in Note 42(b) to the
consolidated financial statements;
ii. the Holding Company, its subsidiary, its associate and joint venture did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses as at 31 March 2020;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Holding Company. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the subsidiary company, associate company and joint venture company
covered under the Act, during the year ended 31 March 2020; and
iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for
the period from 8 November 2016 to 30 December 2016, which are not relevant to these consolidated financial
statements. Hence, reporting under this clause is not applicable.

Sanjay Kumar Jain

Partner
UDIN: 20207660AAAABJ4974
Place: Hyderabad
Date: 27 May 2020

Consolidated
INDEPENDENT AUDITOR’S REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO

FINANCIAL STATEMENTS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT,
2013 (‘THE ACT’)
1. In conjunction with our audit of the consolidated financial statements of Heritage Foods Limited (‘the Holding Company’) and
its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’), its associate and joint venture
as at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to financial
statements of the Holding Company, its subsidiary company and its associate company, which are companies covered under
the Act, as at that date.
Responsibilities of Management and Those Charged with Governance for Internal Financial Controls
2. The respective Board of Directors of the Holding Company, its subsidiary company and its associate company, which are
companies covered under the Act, are responsible for establishing and maintaining internal financial controls based on
internal control over financial reporting criteria established by the Holding Company, its subsidiary company and its associate
company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting (“Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of the Company’s business, including adherence to
the 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 reliable financial information, as required under the
Act.
Auditor’s Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements
3. Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the
Holding Company, its subsidiary company and its associate company, as aforesaid, based on our audit. We conducted our
audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the
extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note
issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to
financial statements were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference
to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on
the internal financial controls with reference to financial statements of the Holding Company, its subsidiary company and its
associate company as aforesaid.
Meaning of Internal Financial Controls with Reference to Financial Statements
6. A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial
statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial
statements to future periods are subject to the risk that the internal financial controls with reference to financial statements
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
8. In our opinion, the Holding Company, its subsidiary company and its associate company, which are companies covered
under the Act, have in all material respects, adequate internal financial controls with reference to financial statements and
such controls were operating effectively as at 31 March 2020, based on the internal control over financial reporting criteria
established by considering the essential components of internal control stated in the Guidance Note issued by ICAI.

Sanjay Kumar Jain

Partner
UDIN: 20207660AAAABJ4974
Place: Hyderabad
Date: 27 May 2020

Consolidated
Consolidated Balance Sheet as at 31 March 2020

Notes As at As at
Particulars
31 March 2020 31 March 2019
ASSETS
Non-current assets
(a) Property, Plant and Equipment 6 46,912.67 46,100.78
(b) Capital work-in-progress 7,571.61 4,179.24
(c) Investment property 8 585.05 369.26
(d) Other intangible assets 7 611.34 1,086.42
(e) Intangible assets under development 158.14 -
(f) Investment in associate and joint venture 9 817.98 867.48
(g) Financial assets
(i) Investments 10 14,413.65 82,634.06
(ii) Loans 16 538.46 463.19
(iii) Other financial assets 11 52.36 70.24
(h) Other non-current assets 12 290.87 187.23
Total non-current assets 71,952.13 135,957.90
Current assets
(a) Inventories 13 14,467.48 13,836.31
(b) Financial assets
(i) Investments 10 0.37 0.32
(ii) Trade receivables 14 2,189.24 4,235.20
(iii) Cash and cash equivalents 15(i) 5,583.39 6,334.86
(iv) Bank balances other than (iii) above 15(ii) 241.26 1,139.80
(v) Loans 16 282.44 236.69
(vi) Other financial assets 11 42.07 89.40
(c) Current tax assets (net) 137.73 117.68
(d) Other current assets 12 1,665.11 1,275.66
(e) Disposal group - Assets held for sale 6 & 46 2,259.36 227.91
Total current assets 26,868.45 27,493.83
Total assets 98,820.58 163,451.73
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 17 2,319.90 2,319.90
(b) Other equity 18 43,638.49 77,935.90
Equity attributable to the owners of the Company 45,958.39 80,255.80
(c) Non-controlling interest 215.17 1,170.60
Total equity 46,173.56 81,426.40

Consolidated Balance Sheet as at 31 March 2020 (All amounts in ₹ lakhs, except share data and where otherwise stated
Notes As at As at
Particulars
31 March 2020 31 March 2019
Liabilities
(i) Borrowings 19 17,222.52 16,657.48
(ii) Other financial liabilities 20 393.29 29,448.88
(b) Government grant 6.29 7.65
(c) Provisions 21 820.10 716.27
(d) Deferred tax liabilities (net) 22 2,235.77 2,634.28
Total non-current liabilities 20,677.97 49,464.56
Current liabilities
(i) Borrowings 19 8,844.06 9,457.58
(ii) Trade payables 24
- total outstanding dues of micro and small enterprises; 530.58 772.77
- total outstanding dues of creditors other than micro and small enterprises 5,464.30 6,084.10
(iii) Other financial liabilities 20 15,160.15 14,765.65
(b) Other current liabilities 23 803.57 619.28
(d) Provisions 21 1,124.71 818.65
(e) Disposal group - liabilities related to assets held for sale 46 40.32 41.38
Total current liabilities 31,969.05 32,560.77
Total equity and liabilities 98,820.58 163,451.73
The accompanying notes referred to above form an integral part of the consolidated financial statements.
This is the Consolidated Balance Sheet referred
to in our report of even date.
FRN No: 001076N/N500013

M.No. 207660 DIN : 00003741 DIN : 02338940

Date : 27 May 2020 Date : 27 May 2020

Consolidated
Consolidated Statement of Profit and Loss for the year ended 31 March 2020
Particulars Notes
31 March 2020 31 March 2019
Revenue from operations 25 272,590.43 251,475.17
Other income 26 886.74 901.70
Gain due to changes in fair value of derivative liabilities 29,448.87 13,109.85
Total income 302,926.04 265,486.72
Expenses
Cost of materials consumed 27 222,634.13 188,050.35
Purchase of stock-in-trade 1,196.74 5,924.00
Changes in inventories of finished goods, semi finished goods, stock-in-trade and work-in- 28 (1,375.18) 3,327.24
progress
Employee benefits expenses 29 15,639.03 14,182.70
Finance costs 30 2,263.36 2,148.33
Depreciation and amortisation expense 6, 7 & 8 5,013.21 4,465.52
Impairment losses 6&7 74.25 365.95
Other expenses 31 21,567.55 21,121.10
Total expenses 318,173.65 252,695.04
Profit/(loss) before share of loss of an associate and a joint venture from continuing (15,247.61) 12,791.68
operations
Share of loss of an associate and a joint venture (90.11) (39.28)
Profit/(loss) before tax from continuing operations (15,337.72) 12,752.40
Tax expense 32
Profit/(loss) for the year from continuing operations (16,872.32) 8,284.50
Discontinued operations
Loss before tax 46 (67.70) (18.63)
Tax expense - 6.42
Loss for the year from discontinued operations (67.70) (25.05)
Profit/(loss) for the year (16,940.02) 8,259.45
Other comprehensive income
Items that will not be reclassified to profit or loss
(i) Re-measurement loss on defined benefit plan, net of taxes (58.28) (164.37)
(ii) Net loss on FVTOCI equity securities (17,059.90) (4,371.54)
Total other comprehensive loss for the year (17,118.18) (4,535.91)
Total comprehensive income/(loss) for the year (34,058.20) 3,723.54
Profit/(loss) for the year from continuing operations attributable to:
- Owners of the Company (16,031.23) 8,143.36
- Non-controlling interest (841.09) 141.14
Loss for the year from discontinued operations attributable to:
- Owners of the Company - -

Consolidated Statement of Profit and Loss for the year ended 31 March 2020
Particulars Notes
31 March 2020 31 March 2019
- Non-controlling interest (67.70) (25.05)
Profit/(loss) for the year attributable to:
Other comprehensive loss for the year attributable to:
- Owners of the Company (17,118.18) (4,535.91)
- Non-controlling interest - -
Total comprehensive income/(loss) for the year attributable to:
Earnings per equity share [EPES] (in absolute ₹ terms) 33
Nominal value per equity share 5.00 5.00
EPES for continuing operations
EPES for discontinued operations
Basic and Diluted EPES - -
EPES for continuing and discontinued operations
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Statement of
Profit and Loss referred to in our report
of even date.
FRN No: 001076N/N500013

M.No. 207660 DIN : 00003741 DIN : 02338940

Date : 27 May 2020 Date : 27 May 2020

Consolidated
Consolidated Cash Flow Statement for the year ended 31 March 2020 (All amounts in ₹ lakhs, except share data and where otherwise stated)

Particulars
31 March 2020 31 March 2019
Cash flow from operating activities
Adjustments:
Loss on FVTPL equity securities 51,160.56 13,109.85
Gain due to changes in fair value of derivative liabilities (29,448.87) (13,109.85)
Depreciation and amortization expense 5,013.21 4,465.52
Impairment losses 74.25 365.95
Share of loss of an associate and a joint venture 90.11 39.28
Provision for doubtful debts 59.66 142.23
Guarantee income (2.44) -
Loss on sale of property, plant and equipment (“PPE”) 70.57 179.52
Provisions no longer required/credit balances written back (230.75) (259.92)
Interest expenses 2,185.41 2,084.84
Dividend income on long term investments (4.00) (4.00)
Lease rentals income (155.99) (157.69)
Unrealised foreign exchange gain - (52.74)
Operating profits before working capital changes 13,405.98 19,489.37
Changes in inventories (631.17) 1,638.61

Changes in trade receivables 1,986.30 (3,088.01)
Changes in loans (121.02) 146.70
Changes in other assets (385.63) (433.56)
Changes in other financial assets 52.74 6.58
Changes in trade payables (861.99) 420.50
Changes in provisions 332.01 51.55
Changes in government grant (1.36) (1.36)
Changes in other financial liabilities (299.22) 521.49
Changes in other liabilities 184.29 (82.05)
Cash generated from operating activities 13,660.93 18,669.82
Income tax paid, net (1,923.48) (3,759.13)
Net cash generated from operating activities of continuing operations 11,737.45 14,910.69
Net cash used in operating activities of discontinued operations (66.29) (115.56)
Net cash generated from operating activities (A) 11,671.16 14,795.13
Cash flows from investing activities

Purchase of PPE and other intangible assets including Capital work-in- (11,200.88) (12,700.45)
progress and intangible assets under development
Proceeds from sale of Property, plant and equipment 355.97 279.74
Sale/(Purchase) of investments, net (0.10) 0.10
Investment in joint venture - (849.98)
Interest received 76.89 95.03
Movement in other bank balances, net 910.56 (278.56)
Rent received 147.57 138.58
Dividend income received 4.00 4.00
Net cash used in investing activities of continuing operations (9,705.99) (13,311.54)
Net cash generated from investing activities of discontinued operations - -
Net cash used in investing activities (B) (9,705.99) (13,311.54)

Consolidated Cash Flow Statement for the year ended 31 March 2020 (All amounts in ₹ lakhs, except share data and where otherwise stated)

Particulars
31 March 2020 31 March 2019
Cash flows from financing activities
Repayment of long term borrowings (3,852.88) (3,351.16)
Interest paid (2,169.05) (2,053.30)
Lease rentals paid (317.88) -
Movement in minority interest, net (46.64) (1.16)
Dividend paid including dividend distribution tax (1,118.69) (1,118.70)
Net cash used in financing activities of continuing operations (2,169.41) (328.96)
Net cash generated from financing activities of discontinued operations - -
Net cash used in financing activities (C) (2,169.41) (328.96)
Net increase/(decrease) in cash and cash equivalents during

(204.24) 1,154.63
the year (A + B + C)
Cash and cash equivalents at the beginning of the year (2,910.72) (4,065.35)
Cash and cash equivalents at the end of the year (3,114.96) (2,910.72)
Note 1:
Cash and cash equivalents includes:
- Included in cash and cash equivalents and current borrowings
Cash on hand (refer note 15(i)) 359.10 758.31
Balances with banks in current accounts (refer note 15(i)) 5,084.29 5,465.53
Deposits with original maturity upto 3 months (refer note 15(i)) 140.00 -
Cheques, drafts on hand (refer note 15(i)) - 111.02
Loans repayable on demand from banks (refer note 19(b)) (8,844.06) (9,457.58)
(3,260.67) (3,122.72)
- Included in the assets of the disposal group (refer note 46) 145.71 212.00
(3,114.96) (2,910.72)
This is the Consolidated Cash Flow
Statement referred to in our
report of even date.
FRN No: 001076N/N500013

M.No. 207660 DIN : 00003741 DIN : 02338940

Date : 27 May 2020 Date : 27 May 2020

Consolidated Statement of Changes in Equity for the year ended 31 March 2020
A Equity share capital (refer note 17)
Number of Amount
shares
As at 31 March 2018 46,398,000 2,319.90
As at 31 March 2019 46,398,000 2,319.90
As at 31 March 2020 46,398,000 2,319.90
B Other equity (refer note 18)

Reserves and Surplus OCI Non controlling Total
Capital Capital Securities Warrants General Retained Changes in interest
reserve redemption premium money reserve earnings fair value of
reserve appropri- equity instru-
ated ments
Balance as at 1 April 2018 (149.65) 81.00 3,784.14 318.69 8,427.38 41,559.58 21,426.01 1,055.67 76,502.82
Profit for the year - - - - - 8,143.36 - 116.09 8,259.45
Repayment of contribution to corpus fund - - - - - - - (1.16) (1.16)
Payment of dividend (₹2 per equity share) - - - - - (927.96) - - (927.96)
Dividend distribution tax - - - - - (190.74) - - (190.74)
Other comprehensive loss, net of taxes - - - - - (164.37) (4,371.54) - (4,535.91)
Balance as at 31 March 2019 (149.65) 81.00 3,784.14 318.69 8,427.38 48,419.87 17,054.47 1,170.60 79,106.50
Company Overview
Impact on account of adoption of Ind AS 116 (refer - - - - - (29.31) - - (29.31)

note 43)
Loss for the year - - - - - (16,031.23) - (908.79) (16,940.02)
Repayment of contribution to corpus fund - - - - - - - (46.64) (46.64)
Payment of dividend (₹2 per equity share) - - - - - (927.96) - - (927.96)
Dividend distribution tax - - - - - (190.73) - - (190.73)
Other comprehensive loss, net of taxes - - - - - (58.28) (17,059.90) - (17,118.18)
Balance as at 31 March 2020 (149.65) 81.00 3,784.14 318.69 8,427.38 31,182.36 (5.43) 215.17 43,853.66
This is the Consolidated Statement of Changes in Equity referred to in our report of even date.
Statutory Reports
FRN No: 001076N/N500013
M.No. 207660 DIN : 00003741 DIN : 02338940
Consolidated

Date : 27 May 2020 Date : 27 May 2020

Notes to the Consolidated Financial Statements
for the year ended March 31 2020
1. Corporate information requires a change in the accounting policy hitherto in use

or for the purpose of better presentation of financial
The consolidated financial statements of “Heritage Foods
statements. Management evaluates all recently issued
Limited” (“the Company” or “the Holding Company”
or revised Accounting Standards on an ongoing basis and
or “HFL” or “Parent Company” or “Parent”) and its
accordingly changes the Accounting policies as applicable.
subsidiaries (collectively referred to as “Group”) are for
the year ended 31 March 2020. The Company is a public b. Basis of consolidation
company domiciled in India and is incorporated under
The consolidated financial statements comprise the
the provisions of the Companies Act applicable in India.
financial statements of the Company and its subsidiaries.
Its shares are listed on two recognised stock exchanges in
Control is achieved when the Group is exposed, or has
India. The registered office of the Company is located at
rights, to variable returns from its involvement with
#6-3-541/C, Punjagutta, Hyderabad - 500082.
the investee and has the ability to affect those returns
The Group is principally engaged in the provision of dairy, through its power over the investee. Specifically, the
renewable energy and feed products. Group controls an investee if and only if the Group has:
The consolidated financial statements were approved for • Power over the investee (i.e. existing rights that give
issue in accordance with a resolution of the directors on it the current ability to direct the relevant activities
27 May 2020. of the investee)
2. Significant accounting policies • Exposure, or rights, to variable returns from its

involvement with the investee, and
a. Basis of preparation
• The ability to use its power over the investee to
The consolidated financial statements of the Group have
affect its returns
been prepared and presented in accordance with all the
material aspects of the Indian Accounting Standards Generally, there is a presumption that a majority of voting
(‘Ind AS’) as notified under section 133 of the Companies rights result in control. To support this presumption and
Act 2013 read with the Companies (Indian Accounting when the Group has less than a majority of the voting
Standards) Rules 2015 (by Ministry of Corporate Affairs or similar rights of an investee, the Group considers all
(‘MCA’)) and relevant amendment rules issued there after relevant facts and circumstances in assessing whether it
and guidelines issued by the Securities Exchange Board has power over an investee, including:
of India (“SEBI”). The Group has uniformly applied the
• The contractual arrangement with the other vote
accounting policies during the periods presented.
holders of the investee
The consolidated financial statements have been prepared
• Rights arising from other contractual arrangements
on a going concern basis under historical cost, except for
the following: • The Group’s voting rights and potential voting rights
• certain financial assets and liabilities are measured • The size of the Group’s holding of voting rights
either at fair value or at amortised cost depending relative to the size and dispersion of the holdings of
on the classification; and the other voting rights holders
• employee defined benefit assets/ (liability) are The Group re-assesses whether or not it controls an
recognised as the net total of the fair value of plan investee if facts and circumstances indicate that there are
assets, plus actuarial losses, less actuarial gains and changes to one or more of the three elements of control.
the present value of the defined benefit obligation. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the
The consolidated financial statements are presented in
Group loses control of the subsidiary. Assets, liabilities,
₹ and all values are rounded to the nearest lakhs, except
income and expenses of a subsidiary acquired or disposed
when otherwise indicated.
off during the year are included in the consolidated
Accounting policies have been consistently applied except financial statements from the date the Group gains
where a newly issued Accounting Standard is initially control until the date the Group ceases to control the
adopted or a revision to an existing accounting standard subsidiary.

Consolidated
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events
in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the consolidated
financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that
Group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the
Group’s accounting policies.
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of
the Parent Company, i.e., year ended on 31 March. When the end of the reporting period of the Parent Company is different
from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the
same date as the financial statements of the Parent Company to enable the Parent Company to consolidate the financial
information of the subsidiary, unless it is impracticable to do so.
Consolidation procedure:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Parent Company with those of
its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and
liabilities recognised in the consolidated financial statements at the acquisition date.
(b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity
of each subsidiary. Business combinations policy explains how to account for any related goodwill or capital reserve.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets,
such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires
recognition in the consolidated financial statements. Ind AS12 Income Taxes applies to temporary differences that
arise from the elimination of profits and losses resulting from intragroup transactions.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the
Group loses control over a subsidiary, it:
• Derecognises the assets (including goodwill) and liabilities of the subsidiary
• Derecognises the carrying amount of any non-controlling interests
• Derecognises the cumulative translation differences recorded in equity
• Recognises the fair value of the consideration received
• Recognises the fair value of any investment retained
• Recognises any surplus or deficit in the statement of profit and loss
• Reclassifies the parent’s share of components previously recognised in OCI to the statement of profit and loss or
retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or
liabilities
List of entities included in the consolidated financial statements is as under:
Country of Proportion of ownership interest as at

Name of the entity Relationship
incorporation 31 March 2020 31 March 2019
Heritage Nutrivet Limited (“HNL”) Subsidiary India 100% 100%
Heritage Novandie Foods Private Limited Joint venture India 50% 50%
Heritage Farmer Welfare Trust Trust India 0% 0%
Heritage Employee Welfare Trust* Trust India 0% 0%

*The Board of Directors of the Company passed a reports profits, the entity resumes recognising its share of
resolution on 24 March 2017 to discontinue all the those profits only after its share of the profits equals the
activities of the trust with effect from 1 April 2017, except share of losses not recognised.
for loan recoveries from employees.
The aggregate of the Group’s share of profit or loss of an
3. Summary of significant accounting policies associate and a joint venture is shown on the face of the
statement of profit and loss.
a. Investments in associate and joint venture
The financial statements of the associate or joint venture
An associate is an entity over which the Group has
are prepared for the same reporting period as the Group.
significant influence. Significant influence is the power to
When necessary, adjustments are made to bring the
participate in the financial and operating policy decisions
accounting policies in line with those of the Group.
of the investee, but is not control or joint control over
those policies. After application of the equity method, the Group
determines whether it is necessary to recognise an
A joint venture is a type of joint arrangement whereby impairment loss on its investment in its associate or joint
the parties that have joint control of the arrangement venture. At each reporting date, the Group determines
have rights to the net assets of the joint venture. Joint whether there is objective evidence that the investment
control is the contractually agreed sharing of control of in the associate or joint venture is impaired. If there is such
an arrangement, which exists only when decisions about evidence, the Group calculates the amount of impairment
the relevant activities require unanimous consent of the as the difference between the recoverable amount of the
parties sharing control. associate or joint venture and its carrying value, and then
The Group’s investments in its associate and joint venture recognises the loss in the statement of profit and loss.
are accounted for using the equity method. Under the Upon loss of significant influence over the associate or joint
equity method, the investment in an associate or a joint control over the joint venture, the Group measures and
venture is initially recognised at cost. The carrying amount recognises any retained investment at its fair value. Any
of the investment is adjusted to recognise changes in difference between the carrying amount of the associate
the Group’s share of net assets of the associate or joint or joint venture upon loss of significant influence or joint
venture since the acquisition date. Goodwill relating to control and the fair value of the retained investment and
the associate or joint venture is included in the carrying proceeds from disposal is recognised in the statement of
amount of the investment and is not tested for impairment profit and loss.
individually.
b. Current versus non-current classification
The statement of profit and loss reflects the Group’s
The Group presents assets and liabilities in the balance
share of the results of operations of the associate or
sheet based on current/ non-current classification.
joint venture. Any change in OCI of those investees is
presented as part of the Group’s OCI. In addition, when An asset is treated as current when it is:
there has been a change recognised directly in the equity
• Expected to be realised or intended to be sold or
of the associate or joint venture, the Group recognises its
consumed in normal operating cycle
share of any changes, when applicable, in the statement
of changes in equity. Unrealised gains and losses resulting • Held primarily for the purpose of trading
from transactions between the Group and the associate or • Expected to be realised within twelve months after
joint venture are eliminated to the extent of the interest the reporting period, or
in the associate or joint venture.
• Cash or cash equivalent unless restricted from being
If an entity’s share of losses of an associate or a joint exchanged or used to settle a liability for at least
venture equals or exceeds its interest in the associate or twelve months after the reporting period
joint venture (which includes any long term interest that,
in substance, form part of the Group’s net investment in All other assets are classified as non-current.
the associate or joint venture), the entity discontinues A liability is current when:
recognising its share of further losses.
• It is expected to be settled in normal operating cycle
Additional losses are recognised only to the extent that
• It is held primarily for the purpose of trading
the Group has incurred legal or constructive obligations
or made payments on behalf of the associate or joint • It is due to be settled within twelve months after the
venture. If the associate or joint venture subsequently reporting period, or

Consolidated
• There is no unconditional right to defer the between market participants at the measurement date.
settlement of the liability for at least twelve months The fair value measurement is based on the presumption
after the reporting period that the transaction to sell the asset or transfer the liability
takes place either:
All other liabilities are classified as non-current.
• In the principal market for the asset or liability, or
Deferred tax assets and liabilities are classified as non-
current assets and liabilities. • In the absence of a principal market, in the most
advantageous market for the asset or liability
The operating cycle is the time between the acquisition of
assets for processing and their realisation in cash and cash The principal or the most advantageous market must be
equivalents. The Group has identified twelve months as its accessible by the Group.
operating cycle.
The fair value of an asset or a liability is measured using
c. Foreign currencies the assumptions that market participants would use
when pricing the asset or liability, assuming that market
The functional currency of the Holding Company, its
participants act in their economic best interest.
subsidiary and controlled trusts is Indian rupee (INR).
These financial statements are presented in Indian rupees, The Group uses valuation techniques that are appropriate
which is Holding Company’s functional currency. in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of
Transactions in foreign currency are initially recorded at
relevant observable inputs and minimising the use of
exchange rates prevailing on the date of transactions.
unobservable inputs.
Monetary items denominated in foreign currencies (such
All assets and liabilities for which fair value is measured
as cash, receivables, payables etc.) outstanding at the
or disclosed in the financial statements are categorised
end of reporting period, are translated at the functional
within the fair value hierarchy, described as follows, based
currency spot rate of exchange at the reporting date.
on the lowest level input that is significant to the fair value
Exchange differences arising on settlement or translation
measurement as a whole:
of monetary items are recognised in the statement of
profit and loss. • Level 1 - Quoted (unadjusted) market prices in active
markets for identical assets or liabilities
Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using • Level 2 - Valuation techniques for which the lowest
the exchange rates at the dates of the initial transactions. level input that is significant to the fair value
measurement is directly or indirectly observable
Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the • Level 3 - Valuation techniques for which the lowest
date when the fair value is determined. The gain or loss level input that is significant to the fair value
arising on translation of non-monetary items measured measurement is unobservable
at fair value is treated in line with the recognition of
For assets and liabilities that are recognised in the financial
the gain or loss on the change in fair value of the item
statements on a recurring basis, the Group determines
(i.e., translation differences on items whose fair value
whether transfers have occurred between levels in the
gain or loss is recognised in OCI or profit or loss are also
hierarchy by re-assessing categorisation (based on the
recognised in OCI or profit or loss, respectively).
lowest level input that is significant to the fair value
Any gains or losses arising due to differences in exchange measurement as a whole) at the end of each reporting
rates at the time of translation or settlement are period.
accounted for in the Statement of Profit and Loss either
The Group’s management determines the policies and
under the head foreign exchange fluctuation or interest
procedures for both recurring fair value measurement,
cost, as the case may be, except those relating to long-
such as derivative instruments and unquoted financial
term foreign currency monetary items.
assets measured at fair value, and for non-recurring
d. Fair value measurement measurement, such as assets held for distribution in
discontinued operations.
The Group measures financial instruments at fair value at
each balance sheet date. External valuers are involved for valuation of significant
assets, such as unquoted financial assets, and significant
Fair value is the price that would be received to sell an
liabilities, such as contingent consideration. Involvement
asset or paid to transfer a liability in an orderly transaction

of external valuers is decided upon annually by the • The Company’s performance creates or enhances
management. Selection criteria include market an asset that the customer controls as the asset is
knowledge, reputation, independence and whether created or enhanced; or
professional standards are maintained.
• The Company’s performance does not create an
At each reporting date, the management analyses the asset with an alternative use to the Company and
movements in the values of assets and liabilities which an entity has an enforceable right to payment for
are required to be re-measured or re-assessed as per performance completed to date.
the Group’s accounting policies. For this analysis, the
For performance obligations where one of the above
management verifies the major inputs applied in the latest
conditions are not met, revenue is recognised at the point
valuation by agreeing the information in the valuation
in time at which the performance obligation is satisfied.
computation to contracts and other relevant documents.
Revenue from sale of products and services is recognised
For the purpose of fair value disclosures, the Group has
at the time when performance obligation is satisfied.
determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability Interest Income
and the level of the fair value hierarchy as explained
For all debt instruments measured either at amortised
above.
cost or at fair value through other comprehensive
e. Revenue recognition income, interest income is recorded using the effective
interest rate (EIR). EIR is the rate that exactly discounts
The Group derives revenues primarily from manufacturing,
the estimated future cash payments or receipts over
marketing and trading of milk, dairy products and feed.
the expected life of the financial instrument or a shorter
It is also engaged in generation of power and trading of
period, where appropriate, to the gross carrying amount
dairy and food commodities.
of the financial asset or to the amortised cost of a financial
Effective 1 April 2018, the Group adopted Ind AS 115, liability. When calculating the effective interest rate, the
Revenue from Contracts with Customers, using the Group estimates the expected cash flows by considering
modified retrospective application method. The impact all the contractual terms of the financial instrument (for
on adoption of Ind AS 115 was nil. example, prepayment, extension, call and similar options)
but does not consider the expected credit losses. Interest
Revenue is recognized on satisfaction of performance
income is included under other income in the statement
obligation upon transfer of control of promised products
of profit and loss.
or services to customers in an amount that reflects the
consideration the Group expects to receive in exchange Dividend Income
for those products or services.
Dividend income is recognized when the Group’s right to
Revenue is measured on the basis of contracted price, receive dividend is established.
after deduction of any discounts and any taxes or duties
f. Government grants
collected on behalf of the Government such as goods and
services tax, etc. Discounts are recognised in accordance Government grants are recognised where there is
with the schemes implemented by the Group. Revenue is reasonable assurance that the grant will be received
only recognised to the extent that it is highly probable a and all attached conditions will be complied with. When
significant reversal will not occur. the grant relates to an expense item, it is recognised as
income on a systematic basis over the periods that the
The Group does not expect to have any contracts where
related costs, for which it is intended to compensate,
the period between the transfer of the promised goods
are expensed. When the grant relates to an asset, it is
or services to the customer and payment by the customer
recognised as income in equal amounts over the expected
exceeds one year. As a consequence, it does not adjust any
useful life of the related asset.
of the transaction prices for the time value of money.
On receipt of grants of non-monetary assets, the asset
The Group satisfies a performance obligation and
and the grant are recorded at fair value amounts and
recognises revenue over time, if one of the following
released to the statement of profit and loss over the
criteria is met:
expected useful life in a pattern of consumption of
• The customer simultaneously receives and consumes the benefit of the underlying asset i.e. by equal annual
the benefits provided by the Company’s performance installments. When loans or similar assistance are provided
as the Company performs; or by governments or related institutions, with an interest

Consolidated
rate below the current applicable market rate, the effect Deferred tax assets and liabilities are measured at the tax
of this favourable interest is regarded as a government rates that are expected to apply in the year when the asset
grant. The loan or assistance is initially recognised and is realised or the liability is settled, based on tax rates (and
measured at fair value and the government grant is tax laws) that have been enacted or substantively enacted
measured as the difference between the initial carrying at the reporting date.
value of the loan and the proceeds received. The loan
The carrying amount of deferred tax assets is reviewed at
is subsequently measured as per the accounting policy
each reporting date and reduced to the extent that it is
applicable to financial liabilities.
no longer probable that sufficient taxable profit will be
g. Taxes available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are re-assessed
Current income tax
at each reporting date and are recognised to the extent
Current income tax assets and liabilities are measured that it has become probable that future taxable profits
at the amount expected to be recovered from or paid to will allow the deferred tax asset to be recovered.
the taxation authorities. The tax rates and tax laws used
Deferred tax relating to items recognised outside profit
to compute the amount are those that are enacted or
or loss is recognised outside profit or loss (either in other
substantively enacted, at the reporting date.
comprehensive income or in equity). Deferred tax items
Current income tax relating to items recognised outside are recognised in correlation to the underlying transaction
profit or loss is recognised outside profit or loss (either either in OCI or directly in equity.
in other comprehensive income or in equity). Current
Deferred tax assets and deferred tax liabilities are offset
tax items are recognised in correlation to the underlying
if a legally enforceable right exists to set off current tax
transaction either in OCI or directly in equity. Management
assets against current tax liabilities and the deferred taxes
periodically evaluates positions taken in the tax returns
relate to the same taxable entity and the same taxation
with respect to situations in which applicable tax
authority.
regulations are subject to interpretation and establishes
provisions where appropriate. Minimum Alternate Tax (MAT) credit is recognised as an
asset only when and to the extent it is reasonably certain
Deferred tax
that the Group will pay normal income tax during the
Deferred tax is provided using the Balance Sheet approach specified period. Such asset is reviewed at each Balance
on temporary differences between the tax bases of assets Sheet date and the carrying amount of the MAT credit
and liabilities and their carrying amounts for financial asset is written down to the extent there is no longer a
reporting purposes at the reporting date. convincing evidence to the effect that the Group will pay
normal income tax during the specified period.
Deferred tax liabilities are recognised for all taxable
temporary differences, except when the deferred tax Dividend distribution tax (DDT)
liability arises from the initial recognition of goodwill or
Dividend distribution tax arising out of payment of
an asset or liability in a transaction that is not a business
dividends to shareholders under the Indian Income tax
combination and, at the time of the transaction, affects
regulations is not considered as tax expense for the
neither the accounting profit nor taxable profit or loss.
Group and all such taxes are recognised in the statement
Deferred tax assets are recognised for all deductible of changes in equity as part of the associated dividend
temporary differences, the carry forward of unused tax payment.
credits and any unused tax losses. Deferred tax assets are
h. Non-current assets held for sale and discontinued
recognised to the extent that it is probable that taxable
operations
profit will be available against which the deductible
temporary differences, and the carry forward of unused The Group classifies non-current assets and disposal
tax credits and unused tax losses can be utilised, except groups as held for sale if their carrying amounts will be
when the deferred tax asset relating to the deductible recovered principally through a sale rather than through
temporary difference arises from the initial recognition of continuing use. Actions required to complete the sale
an asset or liability in a transaction that is not a business should indicate that it is unlikely that significant changes
combination and, at the time of the transaction, affects to the sale will be made or that the decision to sell will be
neither the accounting profit nor taxable profit or loss. withdrawn. Management must be committed to the sale
expected within one year from the date of classification.

For these purposes, sale transactions include exchanges i. Property, plant and equipment
of non-current assets for other non-current assets when
Capital Work in progress, Property, plant and equipment
the exchange has commercial substance. The criteria for
are stated at cost net of accumulated depreciation and
held for sale classification is regarded met only when the
accumulated impairment losses, if any. The cost comprises
assets or disposal group is available for immediate sale
purchase price(net of discounts and rebates), the cost of
in its present condition, subject only to terms that are
replacing the part of plant and equipment and borrowing
usual and customary for sales of such assets (or disposal
costs if capitalization criteria are met and any attributable
groups), its sale is highly probable; and it will genuinely be
cost of bringing the asset to its working condition and
sold, not abandoned. The Group treats sale of the asset or
location for the intended use. When significant parts
disposal group to be highly probable when:
of plant and equipment are required to be replaced
• The appropriate level of management is committed at intervals, the Group depreciates them separately
to a plan to sell the asset (or disposal group), based on their specific useful lives. Likewise, when a
major inspection is performed, its cost is recognised in
• An active programme to locate a buyer and complete
the carrying amount of the plant and equipment as a
the plan has been initiated (if applicable· The asset replacement if the recognition criteria are satisfied. All
(or disposal group) is being actively marketed for sale other repair and maintenance costs are recognised in the
at a price that is reasonable in relation to its current statement of profit and loss as incurred. The present value
fair value, of the expected cost for the decommissioning of an asset
• The sale is expected to qualify for recognition as a after its use is included in the cost of the respective asset
completed sale within one year from the date of if the recognition criteria for a provision are met.
classification, and Spare parts are capitalized when they meet the definition
• Actions required to complete the plan indicate that it of PPE, i.e., when the Group intends to use these during
is unlikely that significant changes to the plan will be more than a period of 12 months.
made or that the plan will be withdrawn. Depreciation is provided on the basis of straight line
Non-current assets held for sale and disposal groups are method at the useful life and in the manner prescribed in
measured at the lower of their carrying amount and the Schedule II of the Companies Act, 2013 except in respect
fair value less costs to sell. Assets and liabilities classified of the following assets, based on technical assessment
as held for sale are presented separately in the balance made by technical expert and management estimate,
sheet. useful life is different from than those described in
Schedule II. Management believes that these estimated
Property, plant and equipment and intangible assets once useful lives are realistic and reflect fair approximation of
classified as held for sale are not depreciated or amortised. the period over which the assets are likely to be used.
A disposal group qualifies as discontinued operation if it i) Plant and Machinery: Depreciation on Plant and
is a component of an entity that either has been disposed Machinery is provided on the basis of straight line
of, or is classified as held for sale, and: method based on the useful life ranging from 1 to 30
years. Useful life of each asset is determined based
• Represents a separate major line of business or
on internal and external technical evaluation.
geographical area of operations,
ii) Furniture and Fixtures: Depreciation on Furniture
• Is part of a single co-ordinated plan to dispose of a
and Fixtures is provided on the basis of straight line
separate major line of business or geographical area
method based on the useful life ranging from 1 to 15
of operations or
years.
• Is a subsidiary acquired exclusively with a view to
iii) Office Equipment: Depreciation on Office Equipment
resale.
is provided on the basis of straight line method based
Discontinued operations are excluded from the results on the useful life ranging from 1 to 20 years.
of continuing operations and are presented as a single
iv) Vehicles: Depreciation on vehicles is provided on the
amount as profit or loss after tax from discontinued
basis of straight line method based on the useful life
operations in the statement of profit and loss.
ranging from 2 to 10 years.
Additional disclosures are provided in Note 46. All notes
v) Buildings: Depreciation on buildings is provided on
to the financial statements mainly include amounts for the basis of straight line method based on the useful
continuing operations, unless otherwise mentioned. life ranging from 5 to 40 years.

Consolidated
vi) Improvements to leasehold property: Depreciation The Group depreciates building component of investment
on Improvements to leasehold property is provided property over the useful life prescribed in Schedule II to
over a period of lease. the Companies Act, 2013.
vii) Depreciation in respect of its Renewable Energy Though the Group measures investment property using
business is provided on straight line method and at cost based measurement, the fair value of investment
rates/ methodology prescribed under the relevant property is disclosed in the note 8 to the consolidated
Central Electricity Regulatory Commission (CERC) financial statements.
regulations.
Investment properties are derecognised either when they
The useful life provided for different asset classes under have been disposed of or when they are permanently
schedule II of the Companies Act, 2013 are as follows: withdrawn from use and no future economic benefit is
expected from their disposal. The difference between
Asset class Useful life (years) the net disposal proceeds and the carrying amount of the
Buildings 30 asset is recognised in the statement of profit and loss in
Plant and machinery 15 the period of de-recognition.
Furniture and Fixtures 10
Vehicles 8
k. Intangible assets
Office Equipment 5 Intangible assets acquired separately are measured on
Depreciation on assets which are commissioned during initial recognition at cost. The cost of intangible assets
the year is charged on pro-rata basis from the date of acquired in a business combination is their fair value at
commissioning. The Group depreciates general spares the date of acquisition. Following initial recognition,
over the life of the spare from the date it is available for intangible assets are carried at cost less any accumulated
use. amortisation and accumulated impairment losses.
Internally generated intangibles, excluding capitalised
An item of property, plant and equipment and any development costs, are not capitalised and the related
significant part initially recognised is derecognised expenditure is reflected in the statement of profit and
upon disposal or when no future economic benefits are loss in the period in which the expenditure is incurred.
expected from its use or disposal. Gains or losses arising
from de-recognition of a tangible asset are measured as The useful lives of intangible assets are assessed as either
the difference between the net disposal proceeds and finite or indefinite.
the carrying amount of the asset and are recognised Intangible assets with finite lives are amortised on straight
in the statement of profit and loss when the asset is line basis over the estimated useful economic life. The
derecognised. amortisation expense on intangible assets with finite life
The residual values, useful lives and methods of is recognised in the Statement of Profit and Loss. The
depreciation of property, plant and equipment are estimated useful life of intangible assets is mentioned
reviewed at each financial year end and adjusted below:
prospectively, if appropriate.
Asset Useful life (years)
j. Investment property Brand 5
Investment properties are measured initially at cost, Non-compete 3
including transaction costs. Subsequent to initial Procure ment 5
recognition, investment properties are stated at cost less
Computer Software 5
accumulated depreciation and accumulated impairment
loss, if any. Distribution network 5
The cost includes the cost of replacing parts and Intangible assets with finite lives are assessed for
borrowing costs for long-term construction projects if impairment whenever there is an indication that the
the recognition criteria are met. When significant parts intangible asset may be impaired. The amortisation period
of the investment property are required to be replaced at and the amortisation method for an intangible asset with
intervals, the Group depreciates them separately based on a finite useful life are reviewed at least at the end of each
their specific useful lives. All other repair and maintenance reporting period. Changes in the expected useful life or
costs are recognised in the statement of profit and loss as the expected pattern of consumption of future economic
incurred. benefits embodied in the asset are considered to modify

the amortisation period or method, as appropriate, and Certain lease arrangements include the options to extend
are treated as changes in accounting estimates. The or terminate the lease before the end of the lease term.
amortisation expense on intangible assets with finite lives ROU assets and lease liabilities includes these options when
is recognised in the statement of profit and loss unless it is reasonably certain that they will be exercised. The ROU
such expenditure forms part of carrying value of another assets are initially recognized at cost, which comprises
asset. the initial amount of the lease liability adjusted for any
lease payments made at or prior to the commencement
Intangible assets with indefinite useful lives are not
date of the lease plus any initial direct costs less any lease
amortised, but are tested for impairment annually,
incentives. They are subsequently measured at cost less
either individually or at the cash-generating unit level.
accumulated depreciation and impairment losses. ROU
The assessment of indefinite life is reviewed annually
assets are depreciated from the commencement date
to determine whether the indefinite life continues to
on a straight-line basis over the shorter of the lease term
be supportable. If not, the change in useful life from
and useful life of the underlying asset. ROU assets are
indefinite to finite is made on a prospective basis.
evaluated for recoverability whenever events or changes
Gains or losses arising from de-recognition of an intangible in circumstances indicate that their carrying amounts
asset are measured as the difference between the net may not be recoverable. For the purpose of impairment
disposal proceeds and the carrying amount of the asset testing, the recoverable amount (i.e. the higher of the fair
and are recognised in the statement of profit and loss value less cost to sell and the value-in-use) is determined
when the asset is derecognised. on an individual asset basis unless the asset does not
generate cash flows that are largely independent of those
l. Borrowing cost
from other assets. In such cases, the recoverable amount
Borrowing costs directly attributable to the acquisition, is determined for the Cash Generating Unit (CGU) to which
construction or production of an asset that necessarily the asset belongs.
takes a substantial period of time to get ready for its
The lease liability is initially measured at amortized
intended use or sale are capitalised as part of the cost of
cost at the present value of the future lease payments.
the asset. All other borrowing costs are expensed in the
The lease payments are discounted using the interest
period in which they occur. Borrowing costs consist of
rate implicit in the lease or, if not readily determinable,
interest and other costs that an entity incurs in connection
using the incremental borrowing rate. Lease liabilities
with the borrowing of funds.
are remeasured with a corresponding adjustment to the
m. Leases related ROU asset if the Group changes its assessment
The Group as a lessee of whether it will exercise an extension or a termination
option.
The Group’s lease asset classes primarily consist of leases
for land and buildings. The Group assesses whether a The Group as a lessor
contract contains a lease, at inception of a contract. A Leases for which the Group is a lessor is classified as a
contract is, or contains, a lease if the contract conveys finance or operating lease. Whenever the terms of the
the right to control the use of an identified asset for a lease transfer substantially all the risks and rewards of
period of time in exchange for consideration. To assess ownership to the lessee, the contract is classified as a
whether a contract conveys the right to control the use finance lease. All other leases are classified as operating
of an identified asset, the Group assesses whether: (i) the leases. For operating leases, rental income is recognized
contract involves the use of an identified asset (ii) the on a straight-line basis over the term of the relevant lease.
Group has substantially all of the economic benefits from
Refer note 43 to the consolidated financial statements for
use of the asset through the period of the lease and (iii)
transition impact on adoption of Ind AS 116 by the Group.
the Group has the right to direct the use of the asset.
n. Inventories
At the date of commencement of the lease, the Group
recognizes a right-of-use (ROU) asset and a corresponding All inventories except stores, spares, consumables and
lease liability for all lease arrangements in which it is a packaging material, are valued at lower of cost and net
lessee, except for leases with a term of 12 months or less realisable value.
(short-term leases) and low value leases. For these short-
• Raw material - Cost or net realisable value (“NRV”)
term and low-value leases, the Group recognizes the lease
whichever is lower. However, these items are
payments as an operating expense on a straight-line basis
considered to be realisable at cost if the finished
over the term of the lease.

Consolidated
products, in which they shall be used, are expected largely independent of those from other assets or groups
to be sold at or above cost. Cost has been ascertained of assets.
on weighted average cost method.
When the carrying amount of an asset or CGU exceeds its
• Finished goods - Cost or NRV whichever is lower - recoverable amount, the asset is considered impaired and
Cost has been ascertained on weighted averagecost is written down to its recoverable amount.
method.
Impairment losses of continuing operations, including
• Stores, spares and consumables - At cost - Cost has impairment on inventories, are recognised in the
been ascertained on FIFO basis. statement of profit and loss.
• Work in progress - Cost of NRV whichever is lower - For assets excluding goodwill, an assessment is made at
Cost has been ascertained on weighted average cost each reporting date to determine whether there is an
method basis. indication that previously recognised impairment losses no
longer exist or have decreased. If such indication exists, the
• Tradable goods - Cost or NRV whichever is lower
Groupestimates the asset’s or CGU’s recoverable amount.
- Cost has been ascertained on moving weighted
A previously recognised impairment loss is reversed only
average basis.
if there has been a change in the assumptions used to
• Packaging material - At Cost - Cost has been determine the asset’s recoverable amount since the last
ascertained on FIFObasis. impairment loss was recognised. The reversal is limited so
that the carrying amount of the asset does not exceed its
Cost of inventories comprises following:
recoverable amount, nor exceed the carrying amount that
• Raw material, stores, spares, consumable stores and would have been determined, net of depreciation, had
packaging material: Cost includes purchase price, no impairment loss been recognised for the asset in prior
import duties and other taxes excluding taxes those years.
are subsequently recoverable from the concerned
p. Provision and contingencies
authorities, freight inwards and other expenditure
incurred in bringing such inventories to their present Provisions
location and condition.
Provisions are recognised when the Grouphas a present
• Finished goods and work in progress: Cost obligation (legal or constructive) as a result of a past event,
comprises cost of direct material, direct labour it is probable that an outflow of resources embodying
and appropriate proportion of variable and fixed economic benefits will be required to settle the obligation
overhead expenditure, the latter being allocated on and a reliable estimate can be made of the amount of the
the basis of normal operating capacity, but excluding obligation.
borrowing costs.
When the Groupexpects some or all of a provision to be
• Tradable goods: cost includes cost of purchase and reimbursed, reimbursement is recognised as a separate
other costs incurred in bringing the inventories to asset, but only when the reimbursement is virtually certain.
their present location and condition. The expense relating to a provision is presented in the
statement of profit and loss net of any reimbursement.
Net realisable value is the estimated selling price in the
ordinary course of business, less estimated costs of If the effect of the time value of money is material,
completion and the estimated costs necessary to make provisions are discounted using a current pre-tax rate
the sale. that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the
o. Impairment of non-financial assets
provision due to the passage of time is recognised as a
The Groupassesses, at each reporting date, whether finance cost.
there is an indication that an asset may be impaired. If
Contingencies
any indication exists, or when annual impairment testing
for an asset is required, the Groupestimates the asset’s Contingent liabilities is identified and disclosed with
recoverable amount. An asset’s recoverable amount is respect to following:
the higher of an asset’s or cash-generating unit’s (CGU)
• a possible obligation that arises from past events
fair value less costs of disposal and its value in use.
and whose existence will be confirmed only by
Recoverable amount is determined for an individual asset,
the occurrence or non-occurrence of one or more
unless the asset does not generate cash inflows that are

uncertain future events not wholly within the control Leave Encashment: The Group operates a long term
of the entity; or leave encashment plan in India. Accrued liability for leave
encashment including sick leave is determined on actuarial
• a present obligation that arises from past events but
valuation basis using Projected Unit Credit (PUC) Method
is not recognised because:
at the end of the year and provided completely in profit
• it is not probable that an outflow of resources and loss account as per Ind AS - 19 “Employee Benefits”.
embodying economic benefits will be required
r. Financial instruments
to settle the obligation; or
A financial instrument is any contract that gives rise to
• the amount of the obligation cannot be
a financial asset of one entity and a financial liability or
measured with sufficient reliability.
equity instrument of another entity.
Contingent assets are neither recognized nor disclosed,
Financial assets
unless inflow of economic benefits is probable. However,
when realization of income is virtually certain, related Initial recognition and measurement
asset is recognized.
All financial assets are recognised initially at fair value
q. Employee benefits plus, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are
Short term benefits
attributable to the acquisition of the financial asset.
Short Term Employee Benefits are accounted for in the
Subsequent measurement
period during which the services have been rendered.
For purposes of subsequent measurement, financial
Post-employment benefits and other long term
assets are classified in four categories:
employee benefits
• Debt instruments at amortised cost
Provident Fund: Retirement benefit in the form of
provident fund is a defined contribution scheme. The • Debt instruments at fair value through other
contributions to the provident fund administered by the comprehensive income (FVTOCI)
Central Government under the Provident Fund Act, 1952,
• Debt instruments, derivatives and equity instruments
are charged to the statement of profit and loss for the
at fair value through profit or loss (FVTPL)
year in which the contributions are due. The Group has
no obligation, other than the contribution payable to the • Equity instruments measured at FVTOCI and FVTPL
provident fund. If the contribution payable to the scheme
Debt instruments at amortised cost
for service received before the balance sheet date
exceeds the contribution already paid, the deficit payable A ‘debt instrument’ is measured at the amortised cost if
to the scheme is recognized as a liability after deducting both the following conditions are met:
the contribution already paid. If the contribution already a) The asset is held within a business model, whose
paid exceeds the contribution due for services received objective is to hold assets for collecting contractual
before the balance sheet date, then excess is recognized cash flows, and
as an asset to the extent that the pre-payment will lead to
a reduction in future payment. b) Contractual terms of the asset give rise on specified
dates to cash flows that are solely payments of
Gratuity: The Group operates a defined benefit gratuity principal and interest (SPPI) on the principal amount
plan in India, which requires contributions to be made outstanding.
to a separately administered fund. The cost of providing
benefits under the defined benefit plan is determined After initial measurement, such financial assets are
using the projected unit credit method. subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is
Remeasurements, comprising mainly of actuarial gains calculated by taking into account any discount or premium
and losses, are recognised immediately in the balance on acquisition and fees or costs that are an integral part of
sheet with a corresponding debit or credit to retained the EIR. The EIR amortisation is included in finance income
earnings through OCI in the period in which they occur. in the statement of profit and loss. The losses arising from
Remeasurements are not reclassified to the statement of impairment are recognised in the statement of profit and
profit and lossin subsequent periods. loss.

Consolidated
Debt instrument at FVTOCI material delay to a third party under a ‘pass-through’

arrangement and either (a) the Group has transferred
A ‘debt instrument’ is classified as at the FVTOCI if both of
substantially all the risks and rewards of the asset, or
the following criteria are met:
(b) the Group has neither transferred nor retained
a) The objective of the business model is achieved both substantially all the risks and rewards of the asset,
by collecting contractual cash flows and selling the but has transferred control of the asset.
financial assets, and
When the Group has transferred its rights to receive cash
b) The asset’s contractual cash flows represent SPPI. flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has
Debt instruments included within the FVTOCI category
retained the risks and rewards of ownership. When it
are measured initially as well as at each reporting date
has neither transferred nor retained substantially all
at fair value. Fair value movements are recognized in the
of the risks and rewards of the asset, nor transferred
other comprehensive income (OCI). On de-recognition of
control of the asset, the Group continues to recognise the
the asset, cumulative gain or loss previously recognised
transferred asset to the extent of the Group’s continuing
in OCI is reclassified from the equity to the Statement of
involvement. In that case, the Group also recognises
Profit and Loss. Interest earned whilst holding FVTOCI
an associated liability. The transferred asset and the
debt instrument is reported as interest income using the
associated liability are measured on a basis that reflects
EIR method.
the rights and obligations that the Group has retained.
Debt instrument at FVTPL
Continuing involvement that takes the form of a guarantee
FVTPL is a residual category for debt instruments. Any over the transferred asset is measured at the lower of the
debt instrument, which does not meet the criteria for original carrying amount of the asset and the maximum
categorization as at amortized cost or as FVTOCI, is amount of consideration that the Group could be required
classified as at FVTPL. to repay.
Debt instruments included within the FVTPL category are Impairment of financial assets
measured at fair value with all changes recognized in the
In accordance with Ind AS 109, the Group applies expected
Statement of Profit and Loss.
credit loss (ECL) model for measurement and recognition
Equity instruments of impairment loss on the following financial assets and
credit risk exposure:
All equity investments in scope of Ind AS 109 are
measured at fair value. Equity instruments which are held • Financial assets that are debt instruments, and
for trading are classified as at FVTPL. For all other equity are measured at amortised cost e.g., loans, debt
instruments, the Group decides to classify the same either securities, deposits, trade receivables and bank
as at FVTOCI or FVTPL. The Group makes such election on balances
an instrument-by-instrument basis. The classification is
• Financial guarantee contracts which are not
made on initial recognition and is irrevocable.
measured as at FVTPL
If the Group decides to classify an equity instrument as
• Lease receivables under Ind AS 116
at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is The Group follows ‘simplified approach’ for recognition of
no recycling of the amounts from OCI to the Statement impairment loss allowance on trade receivables that do
of Profit and Loss, even on sale of investment. However, not contain a significant financing component.
the Group may transfer the cumulative gain or loss within
The application of simplified approach does not require the
equity.
Group to track changes in credit risk. Rather, it recognises
De-recognition impairment loss allowance based on lifetime ECLs at each
reporting date, right from its initial recognition.
A financial asset is primarily derecognised when:
For recognition of impairment loss on other financial
• The rights to receive cash flows from the asset have
assets and risk exposure, the Group determines that
expired, or
whether there has been a significant increase in the
• The Group has transferred its rights to receive cash credit risk since initial recognition. If credit risk has not
flows from the asset or has assumed an obligation increased significantly, 12-month ECL is used to provide
to pay the received cash flows in full without for impairment loss. However, if credit risk has increased

significantly, lifetime ECL is used. If, in a subsequent Subsequent measurement
period, credit quality of the instrument improves such that
The measurement of financial liabilities depends on their
there is no longer a significant increase in credit risk since
classification, as described below:
initial recognition, then the entity reverts to recognising
impairment loss allowance based on 12-month ECL. Financial liabilities at fair value through profit or
loss
Lifetime ECL are the expected credit losses resulting from
all possible default events over the expected life of a Financial liabilities at fair value through profit or loss
financial instrument. The 12-month ECL is a portion of the include financial liabilities held for trading and financial
lifetime ECL which results from default events that are liabilities designated upon initial recognition as at fair
possible within 12 months after the reporting date. value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the
ECL is the difference between all contractual cash flows
purpose of repurchasing in the near term. This category
that are due to the Group in accordance with the contract
also includes derivative financial instruments entered
and all the cash flows that the entity expects to receive
into by the Group that are not designated as hedging
(i.e., all cash shortfalls), discounted at the original EIR.
instruments in hedge relationships as defined by Ind AS
When estimating the cash flows, an entity is required to
109. Separated embedded derivatives are also classified
consider
as held for trading unless they are designated as effective
• All contractual terms of the financial instrument hedging instruments.
(including prepayment, extension, call and similar
Gains or losses on liabilities held for trading are recognised
options) over the expected life of the financial
in the statement of profit and loss.
instrument. However, in rare cases when the
expected life of the financial instrument cannot be Financial liabilities designated upon initial recognition at
estimated reliably, then the entity is required to fair value through profit or loss are designated as such
use the remaining contractual term of the financial at the initial date of recognition, and only if the criteria
instrument· Cash flows from the sale of collateral in Ind AS 109 are satisfied. For liabilities designated as
held or other credit enhancements that are integral FVTPL, fair value gains/ losses attributable to changes in
to the contractual terms. own credit risk are recognized in OCI. These gains/ loss are
not subsequently transferred to P&L. However, the Group
ECL impairment loss allowance (or reversal) recognized
may transfer the cumulative gain or loss within equity. All
during the period is recognized as income/ expense in the
other changes in fair value of such liability are recognised
statement of profit and loss (P&L). This amount is reflected
in the statement of profit and loss. The Group has not
under the head ‘other expenses’ in the statement of profit
designated any financial liability as at fair value through
and loss.
profit and loss.
Financial assets measured at amortised cost: ECL is
Loans and borrowings
presented as an allowance, i.e., as an integral part of the
measurement of those assets in the balance sheet. The After initial recognition, interest-bearing loans and
allowance reduces the net carrying amount. Until the borrowings are subsequently measured at amortised cost
asset meets write-off criteria, the Group does not reduce using the EIR method. Gains and losses are recognised in
impairment allowance from the gross carrying amount. the statement of profit and loss when the liabilities are
derecognised as well as through the EIR amortisation
process.
Initial recognition and measurement
Amortised cost is calculated by taking into account any
Financial liabilities are classified, at initial recognition, as discount or premium on acquisition and fees or costs that
financial liabilities at fair value through profit or loss, loans are an integral part of the EIR. The EIR amortisation is
and borrowings or payables, as appropriate. included as finance costs in the statement of profit and
loss.
All financial liabilities are recognised initially at fair value
and, in the case of loans and borrowings and payables, net This category generally applies to borrowings from banks.
of directly attributable transaction costs.
Financial guarantee contracts
The Group’s financial liabilities include trade and other
Financial guarantee contracts issued by the Company
payables, loans and borrowings including derivative
are those contracts that require a payment to be made
financial instruments.
to reimburse the holder for a loss it incurs because the

Consolidated
specified debtor fails to make a payment when due in s. Earnings per share
accordance with the terms of a debt instrument. Financial
Basic earnings per share are calculated by dividing the
guarantee contracts are recognised initially as a liability at
net profit or loss for the period attributable to equity
fair value, adjusted for transaction costs that are directly
shareholders (after deducting preference dividends and
attributable to the issuance of the guarantee.
attributable taxes) by the weighted average number of
Subsequently, the liability is measured at the higher of the equity shares outstanding during the period.
amount of loss allowance determined as per impairment
For the purpose of calculating diluted earnings per share,
requirements of Ind AS 109 and the amount recognised
the net profit or loss for the period attributable to equity
less cumulative amortisation.
shareholders and the weighted average number of shares
Trade and other payables outstanding during the year are adjusted for the effects
of all dilutive potential equity shares.
These amounts represent liabilities for goods and services
provided to the Group prior to the end of financial year t. Cash flow statement
which are unpaid. The amounts are unsecured and are The cash flow statement is prepared in accordance with
usually paid as per agreed terms. Trade and other payables the Indirect method. Cash Flow Statements present the
are presented as current liabilities unless payment is not cash flows by operating, financing and investing activities
due within 12 months after the reporting period. They are of the Group. Operating cash flows are arrived by adjusting
recognised initially at their fair value and subsequently profit or loss before tax for the effects of transactions
measured at amortised cost using the effective interest of a non-cash nature, any deferrals or accruals of past or
method. future operating cash receipts or payments, and items of
De-recognition income or expense associated with investing or financing
cash flows.
A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or expires. u. Cash and cash equivalents
When an existing financial liability is replaced by another Cash and cash equivalent in the balance sheet comprise
from the same lender on substantially different terms, or cash at banks and on hand and short-term deposits with
the terms of an existing liability are substantially modified, an original maturity of three months or less, which are
such an exchange or modification is treated as the subject to an insignificant risk of changes in value.
de-recognition of the original liability and the recognition
For the purpose of the consolidated cash flow statement,
of a new liability. The difference in the respective carrying
cash and cash equivalents consist of cash at banks
amounts is recognised in the statement of profit and loss.
and on hand and deposits, as defined above, net of
Offsetting of financial instruments outstanding loans repayable on demand from banks as
they are considered an integral part of the Group’s cash
Financial assets and financial liabilities are offset and the
management.
net amount is reported in the consolidated balance sheet
if there is a currently enforceable legal right to offset the v. Cash dividends to equity holders
recognised amounts and there is an intention to settle on
The Company recognises a liability to make cash
a net basis, to realise the assets and settle the liabilities
distributions to equity holders when the dividend
simultaneously.
distribution is authorised and the distribution is no longer
Derivative financial instrument - Initial at the discretion of the Company. As per the corporate
recognition and subsequent measurement laws in India, a distribution is authorised when it is
approved by the shareholders. A corresponding reduction
Derivative financial instruments are initially recognised
is recognised directly in equity.
at fair value on the date on which a derivative contract
is entered into and are subsequently re-measured at fair w. Operating segments
value. Derivatives are carried as financial assets when the Operating segments are reported in a manner consistent
fair value is positive and as financial liabilities when the with the internal reporting provided to Chief Operating
fair value is negative. Decision Maker.
Any gains or losses arising from changes in the fair value Vice Chairperson and Managing Director, Executive
of derivatives are taken directly to the statement of profit Director, President and Chief Financial Officer have been
and loss (refer note 44 for details). identified as Chief Operating Decision Maker. Refer note
49 for segment information.

4. Key accounting estimates, judgements and c. Fair value measurement of financial instruments
assumptions
When the fair values of financial assets and financial
The preparation of the consolidated financial statements liabilities recorded in the balance sheet cannot be
requires management to make judgements, estimates and measured based on quoted prices in active markets, their
assumptions that affect the reported amounts of revenues, fair value is measured using valuation techniques including
expenses, assets and liabilities, and the accompanying the DCF model. The inputs to these models are taken from
disclosures, and the disclosure of contingent liabilities. observable markets where possible, but where this is not
Uncertainty about these assumptions and estimates could feasible, a degree of judgement is required in establishing
result in outcomes that require a material adjustment fair values.
to the carrying amount of assets or liabilities affected in
d. Leases
future periods.
Ind AS 116 requires lessees to determine the lease term
The key assumptions concerning the future and other key
as the non-cancellable period of a lease adjusted with
sources of estimation uncertainty at the reporting date,
any option to extend or terminate the lease, if the use
that have a significant risk of causing a material adjustment
of such option is reasonably certain. The Group makes
to the carrying amounts of assets and liabilities within the
an assessment on the expected lease term on a lease-by-
next financial year, are described below.
lease basis and thereby assesses whether it is reasonably
a. Defined benefit plans and other long-term certain that any options to extend or terminate the
benefit plan contract will be exercised. In evaluating the lease term,
the Group considers factors such as any significant
The cost and present value of the defined benefit gratuity
leasehold improvements undertaken over the lease term,
plan and leave encashment (other long-term benefit
costs relating to the termination of the lease and the
plan) are determined using actuarial valuations. An
importance of the underlying asset to Group’s operations
actuarial valuation involves making various assumptions
taking into account the location of the underlying asset
that may differ from actual developments in the future.
and the availability of suitable alternatives.
These include the determination of the discount rate,
future salary increases and mortality rates. Due to the 5. Standards issued but not effective
complexities involved in the valuation and its long-term
Ministry of Corporate Affairs (“MCA”) notifies new
nature, a defined benefit obligation and other long
standard or amendments to the existing standards. There
term benefits are highly sensitive to changes in these
is no such notification which would have been applicable
assumptions. All assumptions are reviewed at each
from 1 April 2020.
reporting date.
b. Useful lives of depreciable and amortisable
assets
Management reviews the useful lives of depreciable and
amortisable assets at each reporting date, based on the
expected utility of the assets to the Group.

6. Property, plant and equipment

Plant Furniture Freehold Leasehold
Leasehold Right-
Land Buildings and and Office Office Vehicles Total
improvements of-use assets
Equipment fixtures equipment equipment
Gross Block
Additions during the year 1,080.33 1,633.19 - 6,381.50 77.60 183.02 - 75.35 - 9,430.99
Disposals/transfers during the year - 0.69 - 853.21 6.41 211.64 - 10.68 - 1,082.63
Transition impact of Ind AS 116 (refer note 43) - - - - - - (348.43) - 1,023.34 674.91
Disposals/transfers during the year
528.31 758.61 - 2,759.10 10.30 117.16 - - - 4,173.48
Balance as at 31 March 2020 4,853.92 13,683.57 31.25 36,006.36 256.74 841.35 - 563.91 1,023.34 57,260.44
Upto 31 March 2018 - 618.26 1.48 2,643.03 36.83 32.07 32.70 117.95 - 3,482.32
Company Overview
Depreciation charge for the year - 476.11 1.48 3,088.24 30.00 170.23 87.11 78.62 - 3,931.79
Adjustment for disposals/transfers - 0.37 - 532.49 4.75 80.59 - 5.17 - 623.37
Upto 31 March 2019 - 1,094.00 2.96 5,198.78 62.08 121.71 119.81 191.40 - 6,790.74
Transition impact of Ind AS 116 (refer note 43) - - - - - - (119.81) - 119.81 -
Depreciation charge for the year - 555.60 1.48 3,471.57 34.40 155.63 - 76.28 294.21 4,589.17
Adjustment for disposals/transfers (refer note (c)
- 43.68 - 934.99 4.49 54.99 - - - 1,038.15
below)
Impairment loss - - - 1.15 - 4.86 - - - 6.01
Upto 31 March 2020 - 1,605.92 4.44 7,736.51 91.99 227.21 - 267.68 414.02 10,347.77
Statutory Reports
Net carrying value

As at 31 March 2019 5,355.00 10,754.44 28.29 28,575.93 165.23 636.46 228.62 356.81 - 46,100.78
As at 31 March 2020 4,853.92 12,077.65 26.81 28,269.85 164.75 614.14 - 296.23 609.32 46,912.67
Notes:
(a) For details of assets pledged as security, refer note 19(a) to 19(b).
(b) Borrowing cost capitalised during the year ended 31 March 2020 is ₹58.23 (31 March 2019: Nil).
Consolidated
(c) Include transfers made to Disposal group - Assets held for sale and Investment property. Gross block and accumulated depreciation of such assets aggregates to ₹2,576.38
and ₹243.18 respectively.
(d) Land includes asset valued at ₹172.08 (31 March 2019: ₹172.08) pending execution of sale deed in the name of the Group. The management is in the process of getting the
sale deed executed and registered in the Group’s name.

7. Other intangible assets
Com- Procure- Distribu-
Non-com-
Particulars puter Brand ment tion Total
pete
software network network
Gross Block
Balance as at 31 March 2018 403.91 745.52 321.84 432.00 502.46 2,405.73
Additions during the year 105.31 - - - - 105.31
Additions during the year - - - - - -
Accumulated amortization
Upto 31 March 2018 128.18 144.61 104.04 83.80 97.46 558.09
Impairment charge for the - 350.00 - - - 350.00
Upto 31 March 2019 201.45 643.71 211.31 170.20 197.95 1,424.62
Upto 31 March 2020 280.57 745.52 318.57 256.60 298.44 1,899.70
Net carrying amount

As at 31 March 2019 307.77 101.81 110.53 261.80 304.51 1,086.42
As at 31 March 2020 228.65 - 3.27 175.40 204.02 611.34
Note:
(a) Impairment charge, excludes impairment charge on Capital work-in-progress aggregating to ₹Nil for the year ended 31 March
2020 (31 March 2019: ₹15.95).
8. Investment property
Particulars Land Building Total
Gross Block
Balance as at 31 March 2018 10.75 410.46 421.21
Transfers during the year (10.75) - (10.75)
Balance as at 31 March 2019 - 410.46 410.46
Transfers during the year 232.99 - 232.99
Balance as at 31 March 2020 232.99 410.46 643.45
Upto 31 March 2018 - 24.00 24.00
Upto 31 March 2019 - 41.20 41.20
Upto 31 March 2020 - 58.40 58.40
Net carrying amount

As at 31 March 2019 - 369.26 369.26
As at 31 March 2020 232.99 352.06 585.05

Consolidated

for the year ended

Particulars
31 March 2020 31 March 2019
(a) Information of net income derived from Investment property
Lease rental income (refer note 26) 153.97 153.36
Less: Depreciation 17.20 17.20
Net income from Investment property 136.77 136.16
As at As at
31 March 2020 31 March 2019
(b) Description of valuation technique and key assumptions used
Valuation technique: Discounted Cash Flow (“DCF”) method
Estimated rental value per square feet per month (in absolute ` terms) 18 18
Rental growth per annum 5% 5%
(c) Changes in fair value of Investment property is shown below:

Amount
On account of transfers during the year (10.75)
On account of transfers during the year 232.99
9. Investment in associate and joint venture

As at As at
Particulars
31 March 2020 31 March 2019
Unquoted
Investment in associate
650,000 (31 March 2019: 650,000) equity shares of ₹10 each fully paid held in SKIL Raigam Power
65.00 65.00
(India) Limited
Less: Share of accumulated losses 11.98 11.00
53.02 54.00
Investment in joint venture
2,280,299 (31 March 2019: 2,280,299) equity shares of ₹10 each fully paid held in Heritage No-
900.59 859.98
vandie Foods Private Limited
Less: Share of accumulated losses 135.63 46.50
764.96 813.48
817.98 867.48

10. Investments
As at As at
Particulars
31 March 2020 31 March 2019
Non - Current
Investments at fair value through other comprehensive income (“FVTOCI”)
363 (31 March 2019: 363) quoted equity shares of ₹10 each fully paid held in Andhra Bank 0.04 0.10
1,740 (31 March 2019: 1,740) quoted equity shares of ₹2 each fully paid held in Bank of Baroda 0.93 2.24
3,494.42 20,243.51
Retail Limited
102.73 412.16
Retail Limited
200,000 (31 March 2019: 200,000) unquoted equity shares of ₹10 each fully paid held in Heritage
26.02 26.02
Finlease Limited
3,624.14 20,684.03
Investments at fair value through profit or loss (“FVTPL”)
10,480.11 60,712.39
Retail Limited
308.20 1,236.49
Retail Limited
10,788.31 61,948.88
1.20 1.15
14,413.65 82,634.06
Aggregate market value of quoted investments 14,386.43 82,606.89
Current
0.37 0.32
Aggregate market value of quoted investments - -
11. Other financial assets

As at As at
Particulars
31 March 2020 31 March 2019
Non - Current
Earmarked balances with banks 21.40 20.23
52.36 70.24
Current
Lease Rent receivable 27.53 19.11
Others - 52.74
42.07 89.40

Consolidated

12. Other assets
As at As at
Particulars
31 March 2020 31 March 2019
Non-current
290.87 187.23
Less: Allowance for doubtful capital advances 25.17 26.59
290.87 187.23
Current
Balance with statutory authorities 171.56 110.15
Other advances 1,177.86 861.87
1,665.11 1,275.66
Less: Provision for doubtful advances 69.65 69.65
1,665.11 1,275.66
No advances are due from directors or other officers of the Group either severally or jointly with any other person or amounts due by
firms or private companies respectively in which any director is a partner or a director or a member. Refer note 41 for dues from related
parties.
13. Inventories
As at As at
Particulars
31 March 2020 31 March 2019
Raw materials (including goods in transit of ₹708.70 (31 March 2019: ₹49.95) 5,515.74 6,296.33
Work-in-progress 50.79 106.41
Semi finished goods 955.60 1,429.62
Finished goods 6,669.09 4,779.85
Stock-in-trade 167.65 152.07
Packing materials 736.87 720.52
Stores, spares and consumables 371.74 351.51
14,467.48 13,836.31
14. Trade receivables

As at As at
Particulars
31 March 2020 31 March 2019
Unsecured, considered good 2,189.69 4,236.23
Unsecured, significant increase in credit risk 571.06 557.10
2,760.75 4,793.33
Less: Allowance for trade receivables with significant increase in credit risk 571.06 557.10
Less: Expected credit loss 0.45 1.03
2,189.24 4,235.20

The movement in the allowance for trade receivables with significant increase in the credit risk and expected credit loss for the years ended
31 March 2020 and 31 March 2019 is as follows:
For the year ended
Particulars
31 March 2020 31 March 2019
Opening balance at beginning of the year 558.13 422.47
Provision made during the year 59.66 142.23
Bad debts written off during the year 46.28 6.57
Closing balance at end of the year 571.51 558.13
No trade receivable are due from directors or other officers of the Group either severally or jointly with any other person or amounts
due by firms or private companies respectively in which any director is a partner or a director or a member. Refer note 41 for dues from
related parties.
15. Cash and Bank Balances

As at As at
Particulars
31 March 2020 31 March 2019
(i) Cash and cash equivalents
Balances with banks in current accounts 5,084.29 5,465.53
Deposits with original maturity upto 3 months 140.00 -
Cheques, drafts on hand - 111.02
Cash on hand 359.10 758.31
5,583.39 6,334.86
(ii) Other bank balances
Earmarked balances with banks
Other deposits 0.50 0.50
Deposits with maturity upto 12 months 70.13 859.46
241.26 1,139.80
16. Loans
As at As at
Particulars
31 March 2020 31 March 2019
Non Current
538.46 463.19
Current
Loans to employees 2.14 2.72
282.44 236.69
Unsecured, considered doubtful
Less: Allowance for doubtful loans 10.38 10.38
282.44 236.69

Consolidated

17. Equity share capital
Particulars
i. Authorised share capital
Preference shares of ₹10 each 2,000,000 200.00 2,000,000 200.00
5,000.00 5,000.00

Particulars
ii. Issued, subscribed and fully paid up
46,398,000 2,319.90 46,398,000 2,319.90

Particulars
Reconciliation of number of equity shares outstanding at the
iii.
beginning and end of the year
Equity shares
At the beginning of the year 46,398,000 2,319.90 46,398,000 2,319.90
Changes during the year - - - -
At the end of the year 46,398,000 2,319.90 46,398,000 2,319.90
iv. Rights, preferences and restrictions attached to equity shares

The Company has only one class of issued, subscribed and paid up equity shares having a par value of ₹5 each per share. Each holder
of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share
holders.

Name of the equity shareholders
Number % Holding Number % Holding
Details of shareholders holding more than 5% equity shares in the
v.
Company
N Bhuvaneswari 10,661,652 22.98% 10,661,652 22.98%
Nirvana Holdings Private Limited 5,145,684 11.09% 5,145,684 11.09%
Nara Lokesh 4,732,800 10.20% 4,732,800 10.20%
Megabid Finance & Investment Private Limited 2,447,600 5.28% 2,447,600 5.28%
vi. The Company has not issued any equity shares pursuant to contract without payment being received in cash or by way of bonus
shares or bought back any equity shares during the last five years preceding the balance sheet date.

18. Other equity
As at As at
Particulars
31 March 2020 31 March 2019
Reserves and Surplus
Capital reserve (149.65) (149.65)
Capital redemption reserve 81.00 81.00
Securities premium 3,784.14 3,784.14
Warrants money appropriated 318.69 318.69
General reserve 8,427.38 8,427.38
Retained earnings 31,182.36 48,419.87
43,643.92 60,881.43
Item of OCI
Changes in fair value of equity instruments (5.43) 17,054.47
(5.43) 17,054.47
43,638.49 77,935.90
Nature and purpose of reserves
Securities premium
Securities premium is used to record the premium on issue of equity shares. The reserve is utilised in accordance with provisions of the
Companies Act, 2013 (“the Act”).
Capital reserve
The excess of net assets taken, over the consideration paid, as part of the business combinations have been recorded under the capital
reserve during the earlier years.
Capital redemption reserve
Capital redemption reserve was created on buy back of equity shares in the earlies years. The Company uses capital redemption reserve
in accordance with the provisions of the Act.
Warrants money appropriated
Warrants money appropriated represents forfeiture of share application money made during the earlier years.
General reserve
The reserve has arisen on transfer of a portion of the net profit pursuant to the earlier provisions of the Companies Act, 1956. Mandatory
transfer to general reserve is not required under the Act.
Changes in fair value of equity instruments
This represents the cumulative gains and losses arising on the fair valuation of equity instruments measured at FVTOCI, under an
irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.

Consolidated
19. Borrowings
As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Secured
Term loans from banks (refer note a) 16,687.88 15,860.20
Deferred payment liabilities 534.64 663.36
17,222.52 16,523.56
Unsecured
Finance lease obligations - 133.92
- 133.92
17,222.52 16,657.48
Current
Secured
6,344.06 6,957.58
Unsecured
2,500.00 2,500.00
8,844.06 9,457.58
For the year ended

31 March 2020 31 March 2019
Balance at beginning of the year 19,687.58 16,791.34
Reclassified on transition to Ind AS 116 (refer note 43) (227.36) -
Balance at end of the year 21,071.52 19,687.58
*Includes only current and non-current portions of term loans from banks for the year ended 31 March 2020, but whereas for the
year ended 31 March 2019, the above reconciliation also included outstanding finance lease obligations.
For the year ended

Reconciliation of interest accrued but not due on team loans from banks
31 March 2020 31 March 2019
Balance at beginning of the year 102.06 76.30
Interest expense for the year 1,831.84 1,650.97
Interest paid during the year 1,788.65 1,625.21
Balance at end of the year 145.25 102.06

19(a) Terms and conditions of term loans from banks

Outstanding balance
Interest rate
S. as on*
No 31 March 31 March
(%)
2020 2019
Base rate + assets of the Company along with other consortium
The loan has been repaid during the year ended
1 Andhra Bank - 112.39 0.25% per bankers.

31 March 2020.
annum - Second pari passu charge on current assets of the
Company along with consortium banks and Yes Bank.
- First pari passu charge on all the fixed assets of
One year MCLR Repayable in 24 quarterly installments
Hindupur cattle feed plant.
2 Andhra Bank 300.00 400.00 +0.45% per commenced from June 2017 and ending in
annum March 2023.
feed division of the Group.
One year MCLR Repayable in 24 quarterly installments assets of the Company along with other consortium
3 Andhra Bank 197.92 263.15 +0.45% per commenced from June 2017 and ending in bankers.
annum March 2023. - Second pari passu charge on current assets of the
One year MCLR Repayable in 24 quarterly installments assets of the Company along with other consortium
4 Andhra Bank 470.93 273.87 +0.50% per commencing from May 2020 and ending in Feb bankers.
annum 2024. - Second pari passu charge on current assets of the
One year MCLR Repayable in 24 quarterly installments fixed assets of the Company along with other
Bank of
5 1,324.52 1,653.33 +0.35% per commenced from May 2018 and ending in consortium bankers.
Baroda
annum February 2024. - Second pari passu charge on current assets of the
Company.
One year MCLR + Repayable in 24 quarterly installments fixed assets of the Company along with other
Bank of
6 1,239.52 1,485.37 premium +0.40% commenced from May 2019 and ending in consortium bankers.
Baroda
per annum February 2025. - Second pari passu charge on current assets of the
Company.
fixed assets of the Company along with other
One year MCLR + Repayable in 24 quarterly installments
Bank of consortium bankers excluding project specific assets
7 632.54 471.71 premium +0.40% commenced from February 2020 and ending in
Baroda charged to YES Bank, Kotak Bank and HDFC Bank.
per annum November 2023.
Company.
Repayable in 26 quarterly installments
One year MCLR -Exclusive charge on wind assets along with
8 HDFC Bank 759.22 927.40 commenced from May 2018 and ending in
per annum mortgage of land on which such machine is erected.
August 2024.
Repayable in 24 quarterly installments
One year MCLR -Exclusive charge on wind assets along with
9 HDFC Bank 581.91 747.74 commenced from December 2017 and ending in
per annum mortgage of land on which such machine is erected.
September 2023.
Repayable in 24 quarterly installments -Exclusive charge on assets acquired and exclusive
One year MCLR
10 HDFC Bank 1,008.85 1,162.39 commenced from January 2019 and ending in charge on the land and building in relation to the
per annum
December 2025. assets being acquired.
Outstanding balance
Interest rate
S. as on*
(%)
2020 2019
-Exclusive charge on wind assets installed by the
11 HDFC Bank 498.97 664.89 +0.15% per commenced from May 2017 and ending in
Company.
annum February 2023.
Subservient charge on movable fixed assets of the
12 HDFC Bank 1,803.46 948.19 +0.50% per commenced from March 2020 and ending in
Company.
annum December 2025.
Company.
13 HDFC Bank 857.65 - +0.50% per commencing from December 2020 and ending
annum in September 2026.
Company.
Kotak One year MCLR Repayable in 24 quarterly installments - First pari passu hypothecation charge on all existing
14 Mahindra 2,329.65 2,911.05 + spread per commenced from April 2018 and ending in and future movable fixed assets of the Company’s
Bank annum January 2024. dairy division.
- First pari passu hypothecation charge on all existing
Kotak One year MCLR Repayable in 24 quarterly installments and future movable fixed assets of the Company’s
15 Mahindra 1,243.71 1,420.76 + spread per commenced from July 2019 and ending in April dairy division.
Bank annum 2025. - Exclusive equitable mortgage of land at Khamnon,
Punjab.
Company Overview
19(a) Terms and conditions of term loans from banks (continued)

Outstanding balance
Interest rate
S. as on*
(%)
2020 2019
- Equitable mortgage on land and building located at Mal-
Kotak Repayable in 24 quarterly install- lavalli village, Krishna District.
Three months MCLR+
16 Mahindra 1,221.87 972.05 ments commenced from March 2020 - Exclusive charge on movable fixed assets located at
spread per annum
Bank and ending in December 2025. Mallavalli plant and by second charge on all current assets
of the feed division with Andhra Bank.
Statutory Reports

One year MCLR per
17 Yes Bank 670.29 827.34 ments commenced from September -Exclusive charge on assets financed by the loan taken.
annum
2018 and ending in June 2024.
One year MCLR + spread The loan has been repaid during the Company.
18 Yes Bank - 306.10
per annum year ended 31 March 2020. - Second pari passu charge on current assets of the Com-
pany.
One year MCLR per
19 Yes Bank 943.54 - ments commencing from November -Exclusive charge on assets financed by the loan taken.
annum
2020 and ending in August 2026.
- First pari passu charge on present and future fixed assets
Consolidated
Repayable in 24 quarterly install- of the Company excluding assets funded by HDFC Bank
One year IMCLR + spread
20 ICICI Bank 1,527.80 1,855.70 ments commenced from December and YES Bank.
per annum
2018 and ending in December 2024. - Second pari passu charge on current assets of the Com-
pany.

Outstanding balance
Interest rate
S. as on*
(%)
2020 2019
- First pari passu charge on movable and immovable fixed
21 ICICI Bank 695.26 893.29 ments commenced from December bankers.
per annum
2017 and ending in September 2023. - Second pari passu charge on movable assets of the Com-
pany with Kotak Mahindra Bank.
- First pari passu charge on movable and immovable fixed
per annum + applicable
22 ICICI Bank 448.13 745.28 ments commenced from December bankers.
interest tax or other
2016 and ending in September 2021. - Second pari passu charge on current assets of the Com-

statutory levy, if any.
pany.
23 ICICI Bank 402.39 418.22 ments commenced from March 2020 and YES Bank.
and ending in December 2025. - Second pari passu charge on current assets of the Com-
pany.
24 ICICI Bank 431.38 - ments commencing from December and YES Bank.
pany.
25 ICICI Bank 1,482.01 - ments commencing from December and YES Bank.
pany.
21,071.52 19,460.22
*Including current maturities of term loans from banks.
19(b) Terms and conditions of loans repayable on demand from banks
Outstanding balance
Interest rate
S. as on*
(%)
2020 2019
Bank of One year MCLR + First pari passu charge on current assets and extension of
1 2,239.84 2,664.74 Repayable on demand
Baroda 0.4% per annum first pari passu charge on fixed assets of the Company.
One year MCLR + First pari passu charge on current assets and extension of
2 Andhra Bank 1,559.70 1,675.15 Repayable on demand
0.6% per annum first pari passu charge on fixed assets of the Company.
Six months IMCLR + First pari passu charge on current assets and extension of
3 ICICI Bank 2,017.76 2,383.18 Repayable on demand
spread per annum first pari passu charge on fixed assets of the Company.
Six months MCLR per The loan has been repaid during
4 HDFC Bank - 2,500.00 Unsecured loan given by the bank.
annum the year ended 31 March 2020.
Six months MCLR per
5 HDFC Bank 2,500.00 - Repayable on demand Unsecured loan given by the bank.
annum
Kotak Mahin- First charge on present and future currents assets of the
6 200.00 - 9.05% per annum Repayable in 90 days
dra Bank feed division of the Group.
Kotak Mahin- One year MCLR+ First charge on present and future currents assets of the
7 326.76 234.51 Repayable on demand
dra Bank spread per annum feed division of the Group.
8,844.06 9,457.58
Consolidated

20. Other financial liabilities
As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Derivative contracts (refer note 44) - 29,448.88
Financial guarantee (refer note (i) below) 32.36 -
393.29 29,448.88
Current
Current maturities of deferred payment liabilities 128.72 128.22
Current maturities of term loans from banks 4,383.64 3,600.02
Current maturities of finance lease obligations - 93.44
Current maturities of financial guarantee (refer note (i) below) 5.80 -
Interest accrued but not due on borrowings 145.25 102.06
Freight payable 1,073.11 1,251.32
Capital creditors 2,118.74 2,227.98
Employee related payables 1,466.26 2,185.64
Security deposits 3,051.54 2,693.97
Other payables 2,346.60 2,346.73
15,160.15 14,765.65
Note:
The Group has an outstanding guarantee given to a banker towards loan availed by its joint venture i.e. Heritage Novandie Foods Private
Limited. The carrying amount of such financial guarantee as at 31 March 2020 is ₹38.16 (31 March 2019: Nil). Amount outstanding to
the banker by Heritage Novandie Foods Private Limited as at 31 March 2020 is ₹565.18 (31 March 2019: Nil).
21. Provisions
As at As at
Particulars
31 March 2020 31 March 2019
Non-current
Compensated absences 820.10 716.27
820.10 716.27
Current
Gratuity (refer note a below) 53.26 104.03
Compensated absences 1,071.45 714.62
1,124.71 818.65
Gratuity
The Group provides its employees with benefits under a defined benefit plan, referred to as the “Gratuity Plan”. The Gratuity Plan
entitles an employee, who has rendered at least five years of continuous service, to receive 15 days salary for each year of completed
service (service of six months and above is rounded off as one year) at the time of retirement/exit in accordance with the Payment of
Gratuity Act, 1972.
As at As at
Change in projected benefit obligation
31 March 2020 31 March 2019
Projected benefit obligation at the beginning of the year 919.44 677.04
Actuarial loss 93.78 152.07
Projected benefit obligation at the end of the year 1,163.18 919.44

As at As at
Particulars
31 March 2020 31 March 2019
(ii) Change in fair value of plan assets
Fair value of plan assets at the beginning of the year 838.26 586.27
Contribution made 249.23 259.71
Actuarial gain/(loss) 15.89 (12.30)
Fair value of plan assets at the end of the year 1,135.66 838.26
As at As at
Particulars
31 March 2020 31 March 2019
(iii) Reconciliation of present value of projected benefit obligation and fair value of plan assets
Present value of projected benefit obligation 1,163.18 919.44
Funded status of plan assets 1,135.66 838.26
Liability recognised in the Balance Sheet 53.26 104.03
Asset recognised in the Balance Sheet 25.74 22.85
For the year ended

Particulars
31 March 2020 31 March 2019
(iv) Expense recognized in the Statement of Profit and Loss
117.68 85.75
For the year ended

Particulars
31 March 2020 31 March 2019
(v) Expense recognized in OCI
Actuarial loss, net 77.89 164.37
77.89 164.37
As at As at
Particulars
31 March 2020 31 March 2019
(vi) Key actuarial assumptions
Discount rate 5.30% - 6.00% 6.60% - 7.00%
Salary escalation rate 8.00% 8.00%
Attrition rate 15%- 30% 15%- 30%
(vii) Sensitivity analysis

Reasonably possible changes as at 31 March 2020 to one of the relevant actuarial assumptions, holding other assumptions constant,
can affect the defined benefit obligation by the amounts shown below.
As at 31 March 2020
Particulars
Increase Decrease
Discount rate (1% movement) (52.87) 58.58
Salary escalation rate (1% movement) 55.07 (51.07)
Attrition rate (1% movement) (8.29) 8.86
(viii) The Group expects to contribute ₹53.26 as its contribution to gratuity within one year from the year ended 31 March 2020.

Consolidated

(ix) Maturity analysis of Gratuity as on 31 March 2020 is as follows:
Amount
Within one year 261.33
Within two to five years 702.07
1,946.04
22. Deferred tax liabilities (net)
As at As at
Particulars
31 March 2020 31 March 2019
Deferred tax liabilities arising on account of:
Borrowings measured at amortised cost 16.31 39.73
Property, Plant and Equipment (“PPE”) 3,091.85 3,490.55
3,108.16 3,530.28
Deferred tax assets arising on account of:
Provision for trade receivables & advances and unrealised gain on inventories (181.60) (206.18)
Provision for employee benefits (526.61) (552.01)
Minimum alternate tax (“MAT”) credit entitlement (45.34) (131.63)
Revaluation of investments at FVTOCI to fair value (6.24) (6.18)
Lease liabilities (9.86) -
Unabsorbed tax depreciation (refer note (a) below) (102.74) -
(872.39) (896.00)
2,235.77 2,634.28
Note:
(a) The Group has unrecognised deferred tax asset on account of unabsorbed tax depreciation aggregating to ₹37.36 as on 31
March 2020 (31 March 2019: ₹34.92) which have been not recognised on the grounds of prudence.
Movement in deferred tax liabilities, net

Provision for MAT credit
Particulars PPE Others Total
employee benefits entitlement
As at 31 March 2018 3,069.81 (471.88) (640.20) (97.09) 1,860.64
Utilisation of MAT credit entitlement - - 565.00 - 565.00
Charged/ recognised
- to Statement of Profit and Loss 420.74 (80.13) (56.43) (75.54) 208.64
- to OCI - - - - -
As at 31 March 2019 3,490.55 (552.01) (131.63) (172.63) 2,634.28
Transition impact of Ind AS 116 (refer note 43) - - - (9.86) (9.86)
Adjustment on account of change in tax provision of
- - (44.29) - (44.29)
earlier year
Charged/ recognised
- to Statement of Profit and Loss (398.70) 45.01 130.58 (101.64) (324.75)
- to OCI - (19.61) - - (19.61)
As at 31 March 2020 3,091.85 (526.61) (45.34) (284.13) 2,235.77

23. Other liabilities
As at As at
Particulars
31 March 2020 31 March 2019
Current
Advances from customers 397.41 288.62
Statutory dues payable 406.16 330.66
803.57 619.28
24. Trade payables

As at As at
Particulars
31 March 2020 31 March 2019
Total outstanding dues of micro and small enterprises (refer note 45) 530.58 772.77
Total outstanding dues of creditors other than micro and small enterprises 5,464.30 6,084.10
5,994.88 6,856.87
25. Revenue from operations
For the year ended

Particulars
31 March 2020 31 March 2019
Sale of products 272,349.49 250,609.21
Sale of services 73.24 228.96
Other operating income
- Sale of renewable energy certificates 70.93 270.69
- Scrap sales and others 96.77 366.31
272,590.43 251,475.17
For the year ended

Particulars
31 March 2020 31 March 2019
Revenue disaggregation geography wise is as follows:
India 271,519.65 246,692.60
Other than India 1,070.78 4,782.57
272,590.43 251,475.17
Note
(a) A receivable is a right to consideration that is unconditional upon passage of time. The Group sells goods on cash on delivery or
advance payment terms. In case of customers where credit is allowed, the same is disclosed under note 14 to the Consolidated
financial statements.
26. Other income
For the year ended
Particulars
31 March 2020 31 March 2019
Interest income
- Bank and other deposits 64.31 77.24
- Others 3.71 8.57
Dividend income on long term investments 4.00 4.00
Subsidy transferred from deferred government grant (under capital subsidy scheme) 1.36 1.36
Provisions no longer required/ credit balances written back 230.75 259.92
Gain on foreign exchange fluctuations, net 24.20 66.91
Other non operating income 402.42 326.01
886.74 901.70

Consolidated

27. Cost of materials consumed
For the year ended
Particulars
31 March 2020 31 March 2019
Raw Material*
Opening stock 6,296.33 4,699.01
Less: Closing stock 5,515.74 6,296.33
214,234.69 180,157.82
Packing Material*
Opening stock 720.52 652.83
Less: Closing stock 736.87 720.52
8,399.44 7,892.53
222,634.13 188,050.35
*Disclosed based on derived figures, rather than actual records of issue.

28. Changes in inventories of finished goods, semi finished goods, stock-in- trade and work-in-progress
For the year ended
Particulars
31 March 2020 31 March 2019
Opening balance
- Finished goods 4,779.85 6,671.81
- Semi finished goods 1,429.62 2,839.26
6,467.95 9,795.19
Closing balance
- Finished goods 6,669.09 4,779.85
- Semi finished goods 955.60 1,429.62
7,843.13 6,467.95
(1,375.18) 3,327.24
29. Employee benefits expense

For the year ended
Particulars
31 March 2020 31 March 2019
Salaries and wages 14,412.23 13,293.06
Contribution to provident and other funds (refer note a below) 832.18 542.50
Staff welfare expenses 394.62 347.14
15,639.03 14,182.70
(a) The amount recognized as an expense towards contribution to provident fund and employee state insurance schemes for the
year ended 31 March 2020 amounts to ₹714.50 (31 March 2019: ₹456.75).

30. Finance costs
For the year ended
Particulars
31 March 2020 31 March 2019
Interest on borrowings calculated using effective interest method 2,154.01 2,079.06
Interest on income tax 2.57 5.78
Interest on lease liabilities (refer note 43) 31.40 -
Other borrowing costs 75.38 63.49
2,263.36 2,148.33
31. Other expenses

For the year ended
Particulars
31 March 2020 31 March 2019
Consumption of stores and spares and consumables 2,392.35 2,505.99
Power and fuel 3,676.85 3,113.99
Rent 313.87 524.00
Repairs and maintenance
- Buildings 107.04 52.56
- Plant and equipment 311.26 240.10
- Others 588.78 595.14
Insurance 158.13 144.31
Electricity charges 105.59 105.11
Rates and taxes, excluding taxes on income 354.98 485.16
Freight outwards 8,324.44 7,567.64
Communication 192.27 201.95
Office maintenance 61.15 55.88
Travelling and conveyance 577.59 587.54
Legal and professional fees 1,239.37 1,058.31
Loss on sale of assets (net) 70.57 179.52
Payment to auditors (refer note (i) below) 83.94 75.24
Corporate social responsibility (CSR) expenditure (refer note (ii) below) 222.75 194.02
Selling and distribution expenses 1,455.96 2,027.97
Provision towards doubtful debts 59.66 142.23
Bank charges 149.52 149.71
Advertisement expenses 14.36 27.44
Security charges 478.00 426.36
Miscellaneous expenses 629.12 641.14
21,567.55 21,121.10
For the year ended

(i) Details of payments to auditors:
31 March 2020 31 March 2019
As auditor:
- Statutory audit fee 51.05 36.16
- Tax audit fee 9.22 7.20
- Limited review fee 19.47 17.70
In other capacities:
- Taxation matters 1.30 2.99
- Certification fees 1.30 7.24
- Reimbursement of expenses 1.60 3.95
83.94 75.24

Consolidated

For the year ended
(ii) Details of CSR expenditure:
31 March 2020 31 March 2019
(a) Gross amount required to be spent during the year 222.75 194.02
(b) Amount spent during the year 222.75 194.02
32. Income tax expense

For the year ended
Particulars
31 March 2020 31 March 2019
(a) Tax expense comprises of:
Current income tax 1,859.35 4,265.68
Income tax expense reported in the Statement of Profit and loss 1,534.60 4,474.32
For the year ended

Particulars
31 March 2020 31 March 2019
Income tax expense attributable to:
Continuing operations 1,534.60 4,467.90
Discontinued operations - 6.42
1,534.60 4,474.32
The major components of income tax expense and the reconciliation of expected tax expense based on the domestic effective tax rate
of the Company at 25.168% (31 March 2019: 34.944%) and the reported tax expense in the Consolidated Statement of Profit and Loss
is as follows:
Reconciliation of income tax expense and the accounting profit/(loss) multiplied by India’s tax rate:
For the year ended
Particulars
31 March 2020 31 March 2019
Profit/ (loss) before tax from continuing operations (15,337.72) 12,752.40
Loss before tax from discontinued operations (67.70) (18.63)
Expected tax expense at the Indian tax rate 25.168% (31 March 2019: 34.944%) (3,877.24) 4,449.69
Tax effect of amounts which are not deductible/ (taxable) in calculating taxable income:
Effect of deductions allowed under Chapter VI-A of the Income Tax Act, 1961 (“IT Act, 1961) (72.90) (272.04)
Effect of expenses not deductible under the IT Act, 1961 12,955.71 387.03
Effect of income not subject to tax under the IT Act, 1961 (7,418.19) (7.71)
Effect on adoption of Taxation Laws (Amendment) Ordinance, 2019 (410.12) -
Other adjustments 357.34 (82.65)
Income tax expense 1,534.60 4,474.32

33. Earnings per equity share (EPES)
For the year ended
Particulars
31 March 2020 31 March 2019
Attributable to Owners of the Company
Profit/(loss) from continuing operations (16,031.23) 8,143.36
Profit from discontinued operations - -
Profit/(loss) for the year (16,031.23) 8,143.36
Weighted average number of equity shares outstanding during the year 46,398,000 46,398,000
Earnings per equity share (in absolute ₹ terms)

Nominal value per equity share 5.00 5.00
Basic and Diluted EPES from continuing operations (34.55) 17.55
Basic and Diluted EPES from discontinued operations - -
Basic and Diluted EPES from continuing and discontinued operations (34.55) 17.55
The Company does not have any potential dilutive equity shares as on 31 March 2020 and 31 March 2019.
34. Dividend proposed before approval or issue of the financial statements

The amount of dividend proposed or declared to be paid in cash before the financial statements were approved for issue but not rec-
ognised as a distribution to owners during the year ended 31 March 2020 amounts to ₹1,159.95 (₹2.5 per equity share) (31 March 2019:
₹927.96 (₹2 per equity share)). Dividend distribution tax on such dividend distribution amounts to ₹Nil (31 March 2019: ₹190.77).
35. Fair value hierarchy
(i) Financial assets and financial liabilities at fair value on a recurring basis as of the reporting dates are as follows:
As at As at
Particulars
31 March 2020 31 March 2019
Financial assets
Quoted equity shares 14,386.43 82,606.89
Unquoted equity shares 26.02 26.02
Derivative liability - 29,448.88
There are no transfers between levels during the current and previous year ended 31 March 2020 and 31 March 2019 respectively.
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting period.
Valuation technique and inputs used for level 3 instruments:
The fair value of the level 3 instruments has been estimated using the discounted cash flow model. The valuation requires
management to make certain assumptions about the model inputs, including forecasting of cash flows, discount rate, credit risk and
volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in the management’s
estimate of the fair value for these level 3 instruments.
The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy to-
gether with a quantitative sensitivity analysis as at 31 March 2020 and 31 March 2019 are as shown below:

Consolidated

Significant unobservable inputs*
Future growth rate
Discount rate
Discount for lack of marketability (DFLM)
*keeping all other inputs constant.
Reconciliation of level 3 fair value measurement:
Amount
As at 1 April 2018 26.02
As at 31 March 2019 26.02
As at 31 March 2020 26.02
Valuation techniques and inputs used for level 2 instruments:
Derivative liability, in the nature of upside sharing is measured at fair value of equity instruments, based on quoted market prices,
adjusted for the formula agreed in the Implementation agreement (refer note 44 for details).
36. Categories of Financial instruments and their fair values
The carrying amount of all financial assets and financial liabilities appearing in the financial statements are reasonable approximation of
their fair values, except for deferred payment liabilities whose fair value amounts to ₹542.81 and ₹616.20 as on 31 March 2020 and 31
March 2019 respectively.
Categories of financial instruments
Particulars Amortised Amortised
FVTPL FVTOCI FVTPL FVTOCI
cost cost
Financial assets
Quoted equity shares 10,788.31 3,598.12 - 61,948.88 20,658.01 -
Unquoted equity shares - 26.02 - - 26.02 -
Investment in government securities - - 1.57 - - 1.47
Trade receivables - - 2,189.24 - - 4,235.20
Cash and cash equivalents - - 5,583.39 - - 6,334.86
Other bank balances - - 241.26 - - 1,139.80
Loans - - 820.90 - - 699.88
Other financial assets - - 94.43 - - 159.64
10,788.31 3,624.14 8,930.79 61,948.88 20,684.03 12,570.85
As at As at
31 March 2020 31 March 2019
Particulars
Amortised Amortised
FVTPL FVTOCI FVTPL FVTOCI
cost cost
Derivative liabilities - - - 29,448.88 - -
Deferred payment liabilities - - 663.36 - - 791.58
Borrowings excluding deferred payment liabilities - - 29,915.58 - - 29,145.16
Trade payables - - 5,994.88 - - 6,856.87
Other financial liabilities excluding deferred payment
- - 11,041.08 - - 10,943.97
liabilities
- - 47,614.90 29,448.88 - 47,737.58
The fair value of the financial assets and financial liabilities are included at an amount at which the instruments could be exchanged in a
current transaction between the willing parties, other than in a forced or liquidation sale.

37. Financial risk management objectives and policies
Financial Risk Management Framework
The Group’s Board of Directors has an overall responsibility for the establishment and oversight of the Group’s risk management
framework. The Company’s Board of Directors has established Risk Management Committee, which is responsible for developing
and monitoring the risk management policies. The Committee reports regularly to the Company’s Board of Directors on its activities.
The Group’s principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. The main
purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include investments in
equity shares, loans, trade and other receivables, and cash and cash equivalents that the Group derives directly from its operations.
The Group also holds FVTOCI/FVTPL investments and enters into derivative transactions.
The Group is exposed primarily to Credit risk, Liquidity risk and Market risk (fluctuations in interest rates, foreign currency rates,
and prices of equity instruments), which may adversely impact the fair value of its financial instruments. The Group assesses the
unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the
Group.
A. Credit risk
Credit risk is the risk that the counterparty shall not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of the creditworthiness as
well as concentration of risks. Credit risk arises primarily from financial assets such as trade receivables, investment in equity shares,
balances with banks, loans and other receivables.
Credit risk is controlled by analyzing credit limits and creditworthiness of the customers on a continuous basis to whom credits have
been granted after obtaining necessary approvals. Financial instruments that are subject to concentration of credit risk principally
consist of trade receivables, investments, cash and cash equivalents, bank deposits and other financial assets. None of the financial
instruments of the Group result in material concentration of credit risk.
Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was
₹23,343.24 and ₹95,203.76 as of 31 March 2020 and 31 March 2019 respectively, representing carrying amount of all financial
assets with the Group.
Financial assets that are neither past due nor impaired

None of the Group’s cash equivalents, including fixed deposits, were either past due or impaired as at 31 March 2020 and 31 March
2019.
Financial assets that are past due but not impaired

The Group’s credit period for customers generally ranges from 0 - 30 days. The aging of trade receivables, net of those provided for
in the books of account is given below:
As at As at
Particulars
31 March 2020 31 March 2019
0-30 days 1,730.69 3,882.74
31-60 days 446.71 316.81
61-90 days 0.28 -
Greater than 90 days 11.56 35.65
2,189.24 4,235.20
Ind AS requires expected credit losses to be measured through a loss allowance. The Group assesses at each date of Balance Sheet
whether a financial asset or a group of financial assets are impaired. Expected credit losses are measured at an amount equal to 12
months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial assets
have increased significantly since the initial recognition. The Group has used a practical expedient by computing the expected credit
loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss expe-
rience and is adjusted for forward-looking information.

Consolidated

B. Liquidity risk
Liquidity risk refers to the risk that the Group cannot meet its financial obligations as and when they become due. The objective of
liquidity risk management is to maintain sufficient liquidity and to ensure that funds are available for meeting due obligations of the
Group. The Group manages liquidity risk by maintaining adequate reserves, banking facilities, continuously monitoring forecast and
actual cash flows, and by matching the maturity profiles of the financial assets and financial liabilities.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
More than 1
year
Trade payables - 5,994.88 - 5,994.88
Derivatives - - - -
8,844.06 21,155.03 17,615.81 47,614.90
More than 1
year
Trade payables - 6,856.87 - 6,856.87
Other financial liabilities - 10,943.97 - 10,943.97
Derivatives - - 29,448.88 29,448.88
9,457.58 21,622.52 46,106.36 77,186.46
C. Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in the mar-
ket rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables
and payables and all short-term and long-term borrowings. Market risk comprises three types of risk: interest rate risk, currency
risk and other price risks such as equity price risk.
i. Interest risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument shall fluctuate because of changes in
the market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s
long-term obligations with floating interest rates.
For the years ended 31 March 2020 and 31 March 2019, every 50 basis point decrease in the floating interest rate component ap-
plicable to the Group’s long-term borrowings would have increase/(decrease) the profit/(loss) before tax by approximately ₹64.95
and ₹51.03 respectively. A 50 basis point increase in floating interest rate would have led to an equal but opposite effect.
ii. Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure shall fluctuate because of changes in foreign
exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating
and investing activities (when revenue or expense including capital expenditure is denominated in a foreign currency). The expo-
sure of foreign currency risk to the Group is low as it enters very limited transactions in foreign currencies. The Group uses foreign
exchange forward contracts to offset its exposure in the foreign currency risk.
The carrying amounts of the Group’s unhedged foreign currency denominated monetary items in ₹ terms as at 31 March 2020 and
31 March 2019 are as follows:

Financial assets - Trade receivables
As at As at
Particulars
31 March 2020 31 March 2019
- USD - 2,521.15
Financial liabilities- Capital creditors

As at As at
Particulars
31 March 2020 31 March 2019
- EURO - 44.60
Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other
variables held constant.
Impact on profit/(loss) before tax
Particulars for the year ended
31 March 2020 31 March 2019
USD sensitivity
₹/USD - Increase by 5% - 126.06
₹/USD - Decrease by 5% - (126.06)
EURO sensitivity
₹/EURO - Increase by 5% - (2.23)
₹/EURO - Decrease by 5% - 2.23
iii. Derivative financial instruments:

The following table gives details in respect of outstanding derivative contracts. The counterparty for these contracts are banks.
As at As at
Particulars Sell
31 March 2020 31 March 2019
Derivatives not designated as hedge
Forward contracts USD - US$36.50
iv. Equity price risk:

The Group’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values
of the investment securities. The Group manages the equity price risk through diversification and by placing limits on individual and
total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The
Group’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the exposure to unlisted equity securities at fair value was ₹26.02 (31 March 2019:₹26.02). Sensitivity analy-
ses of these investments have been provided in Note 35.
At the reporting date, the exposure to listed equity securities at fair value was ₹14,386.43 (31 March 2019: ₹82,606.89). A decrease
of 5% in market price of the securities, which are measured at FVTPL, would have an adverse impact of ₹539.42 (31 March 2019:
₹3,097.44) on the Statement of Profit and loss of the Group, and an increase in prices, a visa versa impact. Further decrease of 5% in
market price of the securities, which are measured at FVTOCI, would have an adverse impact of ₹179.91 (31 March 2019: ₹1,032.90)
on the OCI of the Group, and an increase in prices, a visa versa impact.

Consolidated

38. Capital risk management

For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other reserves
attributable to the equity holders. The primary objective of the Group’s capital management is to maximise the shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the
financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payments to shareholders, return
capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total equity plus
net debt. The Group’s policy is to keep the gearing ratio between 15% and 35%. The Group includes within net debt, borrowings from
banks less cash and cash equivalents. Borrowings from banks comprise of term loans and loans repayable on demand.
As at As at
Particulars
31 March 2020 31 March 2019
Borrowings from banks (note 19 and 20)* 29,915.58 29,145.16
Less: Cash and cash equivalents (note 15(i)) (5,583.39) (6,334.86)
Net debt (A) 24,332.19 22,810.30
Total equity (B) 46,173.56 81,426.40
Net debt and total equity (A) + (B) 70,505.75 104,236.70
Gearing ratio (%) 34.51% 21.88%
*During the previous year ended 31 March 2019, borrowings from banks also included finance lease obligations aggregating to
₹227.36, which has been reclassified to lease liabilities on transition to Ind AS 116 during the current year.
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the borrowings. Breaches in meeting the financial covenants would permit the lenders to immedi-
ately call back the borrowings. There is no impact on the consolidated financial statements for the year ended 31 March 2020 due
to breaches in a financial covenant attached to the borrowings of the Group. There was no breach in the financial covenants of any
borrowings during the previous year ended 31 March 2019.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2020 and
31 March 2019.
39. Disclosure of Interest in Joint venture and associate:

Ownership interest (%)
Country of
Particulars Nature of relationship As at As at
Incorporation
31 March 2020 31 March 2019
Heritage Novandie Foods Private Limited Joint venture India 50% 50%
The Holding company has extended no loans or advances to its associate during the year ended 31 March
40.
2020 and 31 March 2019.
41. Related party disclosures
(a) Names of the related parties and nature of relationship
Names of related parties Nature of relationship
Heritage Novandie Foods Private Limited (“HNFPL”) Joint Venture
Heritage Finlease Limited
Enterprise over which KMP exercise significant influence
NTR Memorial Trust
Entity belonging to Promoter Group and holding 10% or more
Nirvana Holdings Private Limited
share holding in the Company
N Bhuvaneswari
N Brahmani
M Sambasiva Rao Key Managerial Personnel (KMP)
A Prabhakara Naidu
Umakanta Barik

(b) Transactions with related parties
For the year ended
Particulars
31 March 2020 31 March 2019
(i) Heritage Novandie Foods Private Limited
Investment made - 849.99
Sale of Property, plant and Equipment - 40.18
Financial guarantee income 2.44 -
Lease rental income 9.54 -
Expenditure incurred on behalf of HNFPL 0.97 -
Rent deposit received 4.50 -
Reimbursement of insurance proceeds received on behalf of HNFPL 0.18 -
(ii) Heritage Finlease Limitad

Dividend received 4.00 4.00
Remittance of loan proceeds collected on behalf of Heritage Finlease Limited 7,373.90 7,341.00
Disbursement of loans to employees of the Company 96.80 -
Cattle loan facilitation charges 15.43 9.11
Lease Rental income 0.54 -
(iii) Nirvana Holdings Private Limited

Dividend paid 102.91 102.91
Lease Rental income 0.54 -
(iv) NTR Memorial Trust

CSR expenditure 222.75 91.05
(v) N Bhuvaneswari
(vi) N Brahmani
(vii) M Sambasiva Rao
Other long-term benefits - 22.32
(viii) A Prabhakara Naidu

(ix) Umakanta Barik


Consolidated

(c) Balances receivable/(payable)
As at As at
Particulars
31 March 2020 31 March 2019
(i) Heritage Finlease Limited
Loan proceeds payable (297.67) (239.73)
(ii) Heritage Novandie Foods Private Limited

Other payable 4.50 -
(iii) Nirvana Holdings Private Limited

(iv) N Bhuvaneswari
(v) N Brahmani
(vi) M Sambasiva Rao
Notes:
(a) The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees
provided or received for any related party receivables or payables. For the year ended 31 March 2020, the Group has not recorded
any impairment of receivables relating to amounts owed by related parties (31 March 2019: Nil). This assessment is undertaken
each financial year through examining the financial position of the related parties and the market in which such parties operates.
(b) As at 31 March 2020, the Group has an outstanding guarantee given to a banker towards loan availed by its joint venture i.e.
Heritage Novandie Foods Private Limited. Amount outstanding to banker by Heritage Novandie Foods Private Limited as at 31
March 2020 is ₹565.18 (31 March 2019: ₹Nil).
(c) Post-employment and other long-term benefits, disclosed above, does not include those benefits which are computed for the
Group as a whole.
42. Contingent liabilities and commitments
As at As at
Particulars
31 March 2020 31 March 2019
(a) Commitments
(i) Estimated amount of contracts remaining to be executed on capital account and not
2,721.81 599.80
provided for
(ii) Other commitments

- Export obligation upto the year 2022-23 against import of capital goods under EPCG
- 324.96
scheme
Note: Refer note 47(d) for commitments in respect of a joint venture.

As at As at
Particulars
31 March 2020 31 March 2019
(b) Contingent liabilities
Claims against the Group not acknowledged as debts
- Disputed purchase tax levied under Andhra Pradesh Value Added Tax Act, 2005 on
95.12 95.12
purchase of milk
- Disputed Input tax credit disallowed under Tamil Nadu Value Added Tax Act, 2006 - 32.50
- Disputed Input tax credit disallowed under Andhra Pradesh Value Added Tax Act, 2005 46.88 46.88
- Disputed Entry tax levied under Telangana Tax on Entry of Goods into Local Areas Act, 2001
103.42 -
on interstate purchases of certain items
- Disputed milk cess levied on installed capacity under the Haryana Murrah Buffalo and other
103.07 95.37
Milch Animal Breed Act, 2001
(c) Guarantees excluding financial guarantees 42.76 46.84
(d) Other money for which the Group is contingently liable

‘C’ form under collection - 18.36
(e ) The Hon’ble Supreme Court (SC) has clarified in the case of Vivekananda Vidyamandir And Others Vs The Regional Provident Fund
Commissioner (II) West Bengal that various allowances like conveyance allowance, special allowance, education allowance, medi-
cal allowance etc., paid uniformly and universally by an employer to its employees shall form part of basic wages for computation
of the provident fund contribution. On the basis of internal evaluation, supported by a legal opinion from an independent legal
expert, the management has determined that there is no impact of the aforesaid ruling on the consolidated financial statements
of the Company.
43. Leases
Transition to Ind AS 116
Effective 1 April 2019, the Group adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on 1 April
2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date of
initial application. Consequently, the Group recorded the lease liability at the present value of the lease payments discounted at
the incremental borrowing rate and the right-of-use (“ROU”) asset at its carrying amount as if the standard had been applied since
the commencement date of the lease, but discounted at the Group’s incremental borrowing rate at the date of initial application.
Comparatives as at and for the year ended 31 March 2019 have been not retrospectively adjusted and therefore shall continue to
be reported in accordance with the accounting policies included as part of the Annual Report for the year ended 31 March 2019.
On transition, the adoption of the new standard resulted in recognition of ‘Right of Use’ asset of ₹674.91 and a lease liability of
₹714.08. The cumulative effect of applying the standard, amounting to ₹29.31 was debited to retained earnings, net of taxes. The
effect of this adoption is insignificant on the loss before tax, loss for the year and earnings per equity share. Ind AS 116 has resulted
in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease
payments.
The following is the summary of practical expedients elected on initial application:
1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.
2. Applied the exemption not to recognize ROU assets and liabilities for leases with less than 12 months of lease term on the date
of initial application.
3. Excluded the initial direct costs from the measurement of the ROU assets at the date of initial application.
4. Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, Ind AS 116 is
applied only to contracts that were previously identified as leases under Ind AS 17.

Consolidated

The movement in lease liabilities during the year ended 31 March 2020 is as follows:
Particulars Amount
Balance at the beginning of the year 941.45
Additions during the year -
Finance cost accrued during the year 31.40
Payment of lease liabilities (317.88)
Lease liabilities as at 31 March 2020 654.97
Current lease liabilities 294.04
Non-current lease liabilities 360.93
The details of the contractual maturities of lease liabilities as at 31 March 2020 on an undiscounted basis are as follows:
Particulars Amount
Less than one year 346.05
One to five years 313.38
Total 726.14
The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases was ₹313.87 for the year ended 31 March 2020. Leases not yet commenced to which the
Group is committed amounts to ₹65.75 for a lease term ranging from 3 to 5 years.
44. Derivative contract

The Company entered into an agreement with Future Retail Limited (“FRL”) (the “Implementation Agreement”) dated 7 November
2016, under which the Company agreed to share an upside with FRL in the following manner upon sale of shares, which the
Company has received as a consideration under the composite scheme of arrangement approved by the National Company Law
Tribunal between the Company, FRL, HNL and their respective shareholders and creditors.
If the net consideration by the Company, after deducting taxes statutorily required to be paid to any tax authority in respect of such
sale of shares, (the “Share Sale Consideration”),
(i) is less than or equal to ₹40,000, then the Company shall be entitled to retain the entire share sale consideration
(ii) exceeds ₹40,000 but is less than or equal to ₹50,000, then the Company shall subscribe to a total of 1,000 equity shares of
FRL by paying an amount equal to the 50% of such excess over ₹40,000.
(iii) exceeds ₹50,000, then the Company shall subscribe to a total of 1,000 equity shares of FRL by paying amount equal to the
50% of such excess between ₹40,000 and ₹50,000 and 75% of excess over ₹50,000.
The Company recognized the above contractual provisions of the Implementation Agreement as derivative financial
instrument.

45. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006
The creditors covered by Micro, Small and Medium Enterprises Development Act, 2006 (“the MSMED Act, 2006”) have been iden-
tified on the basis of information available with the Group. Disclosures in respect of the amounts payable to such parties are given
below:
As at As at
Particulars
31 March 2020 31 March 2019
(i) The principal amount remaining unpaid as at the end of the year. 530.58 772.77
(ii) The amount of interest accrued and remaining unpaid on (i) above. 0.05 0.67
Amount of interest paid by the Group in terms of Section 16, of the MSMED Act, 2006 along
(iii) - -
with the amounts of payments made beyond the appointed date during the year.
The amount of interest due and payable for the period (where the principal has been paid
(iv) - -
but interest under the MSMED Act, 2006 not paid)
The amount of further interest remaining due and payable in the succeeding years, until such
(v) date when the interest dues as above are actually paid to the small enterprises for the pur- 0.05 0.67
pose of disallowance as a deductible expenditure under Section 23 of the MSMED Act, 2006.
Notes:
(a) Explanation - The terms ‘appointed day’, ‘buyer’, ‘enterprise’, ‘micro enterprise’, ‘small enterprise’ and ‘supplier’ shall have the same
meaning as assigned to them under clauses (b),(d),( e), (h), (m) and (n) respectively of section 2 of the Micro, Small and Medium
Enterprises Development Act, 2006.
(b) This information required to be disclosed has been determined to the extent such parties have been identified on the basis of
information available with the Group. The auditors have placed reliance on the information provided by the management.
46. Discontinued operations of Heritage Employee Welfare Trust

(i) The financial performance presented below is for the year ended 31 March 2020 and 31 March 2019:
As at As at
Particulars
31 March 2020 31 March 2019
Revenue 8.82 15.68
Expenses 76.52 34.31
Loss before tax from discontinued operations (67.70) (18.63)
Tax expense - 6.42
Loss from discontinued operations (67.70) (25.05)
(ii) The cash flow information for the year ended 31 March 2020 and 31 March 2019 is as follows:
As at As at
Particulars
31 March 2020 31 March 2019
Net cash used in operating activities (66.29) (115.56)
Net cash generated from investing activities - -
Net cash generated from financing activities - -
Net decrease in cash and cash equivalents (66.29) (115.56)
(iii) Details of carrying values of assets and liabilities classified as held for sale as at 31 March 2020 and 31 March 2019 is as
follows:
As at As at
Particulars
31 March 2020 31 March 2019
Assets
Cash and cash equivalents 145.71 212.00
Other assets 13.44 15.91
Total assets 159.15 227.91
Liabilities
Trade payables 40.32 41.38
Total liabilities 40.32 41.38
Net assets 118.83 186.53

Consolidated
Summa ry of the significant accounting policies and other explanatory information

47. Interest in a material joint venture

(a) The Group has interest in a single joint venture (“HNFPL”), which, in the opinion of the Company’s Board of Directors, is material to
the Group. The principal activity of HNFPL is manufacturing and trading of fruit and flavoured yoghurts, milk based pudding and
desserts. The joint venture has share capital consisting solely of equity shares, which are held directly by the Group. The country of
incorporation is also its principal place of business, and the proportion of ownership interest is the same as the proportion of voting
rights held. Refer note 39 for further details. Equity shares of the joint venture are unlisted, therefore no quoted price is available.
(b) The tables below provide summarised financial information about the joint venture. The information disclosed reflects the amounts
presented in the financial statements of the joint venture and not the Group’s share of those amounts.
(i) Summarised Balance Sheet
As at As at
Particulars
31 March 2020 31 March 2019
Assets
Non-current assets
Property, Plant and Equipment 123.18 1.46
Capital work-in-progress 1,589.20 131.66
Other non-current assets 418.61 522.87
Total non-current assets 2,141.70 656.12
Current assets
Financial assets
(i) Cash and cash equivalents 140.06 774.86
(ii) Bank balances other than (i) above - 221.17
Total current assets 151.96 998.48
Total assets 2,293.66 1,654.60
Liabilities
(i) Borrowings 520.59 -
(ii) Other financial liabilities 118.89 -
Total non-current liabilities 639.48 -
Current liabilities
(i) Other financial liabilities 123.10 24.29
Other liabilities 3.80 3.35
Total current liabilities 126.90 27.64
Net assets 1,527.28 1,626.96
(ii) Summarised Statement of Profit and Loss
As at As at
Particulars
31 March 2020 31 March 2019
Total income 11.46 1.89
Expenses
Employee benefit expenses 63.36 40.57
Other expenses 84.04 37.57
Others 4.14 0.44
Total expenses 151.54 78.58
Loss before tax (140.08) (76.69)
Tax expense - -
Loss for the year (140.08) (76.69)
Other comprehensive income for the year - -
Total comprehensive loss for the year (140.08) (76.69)

Reconciliation to carrying amounts
As at As at
Particulars
31 March 2020 31 March 2019
Opening net assets 1,626.96 3.67
Equity shares issued during the year - 1,699.98
Loss for the year (140.08) (76.69)
Other adjustments made directly to equity 40.40 -
Closing net assets 1,527.28 1,626.96
Group’s share in % 50.00% 50.00%
Group’s share in closing net assets 763.64 813.48
Other adjustments 1.32 -
Carrying amount (refer note 9) 764.96 813.48
Commitments in respect of a joint venture
As at As at
31 March 2020 31 March 2019
Commitment to provide Group’s share of funding for joint venture’s capital commitments,
590.39 734.74
if called for
The joint venture had no contingent liabilities as on 31 March 2020 and 31 March 2019.
48. Interest in an immaterial associate
The Group has interest in a single associate (“SKIL”), which, in the opinion of the Company’s Board of Directors, is immaterial to the
Group. The Group’s share of loss for the year and other comprehensive income is ₹0.98 (31 March 2019: ₹0.94) and ₹Nil (31 March
2019: ₹Nil) respectively in respect of such associate.
49. Segment reporting

The Chief Operating Decision Maker (“CODM”) evaluates the Group’s performance and allocates the resources based on an analysis
of various performance indicators by reportable segments.
The measurement of each segment’s revenue, expenses, assets and liabilities is consistent with the accounting policies that are
used in preparation of the Group’s consolidated financial statements.
The Group has been organised into different verticals based on its products. Three verticals have been identified as reportable
operating segments by the Group, which are as follows:
(i) Dairy vertical: Under this vertical, the Group manufactures and market a complete range of dairy products including fresh
milk, curd, butter milk, lassi, ice cream, paneer, table butter, milk powder, flavoured milk, UHT milk, Indian sweets and dairy
whitener.
(ii) Renewable energy vertical: Under this vertical, the Group produces power for captive consumption through its solar and wind
power plants.
(iii) Feed vertical: Under this vertical, the Group manufactures wide varieties of cattle and fish feeds.
No operating segments have been aggregated to form the above reportable segments.
Segment performance is evaluated based on revenue and earnings before interest and tax and is measured consistently in line with
measurement principles used in the financial statements, expect adjustments not made to operating segments on individual basis.
The items which are not allocated to individual operating segments are gains or losses on financial instruments, taxes, impairment
on financial instruments, finance costs, interest income among others. Refer reconciliation below for further details.
The table below presents segment wise information of revenue, results, assets and liabilities:
For the year ended and as at 31 March 2020 For the year ended and as at 31 March 2019
Particulars Segment Segment Segment Segment Segment Segment Segment Segment
revenue results assets liabilities revenue results assets liabilities
Dairy 267,767.46 9,026.63 65,436.72 45,209.71 247,000.58 14,044.96 59,938.84 43,970.83
Renewable energy 938.72 442.84 6,027.09 2,209.10 1,137.08 659.25 6,359.70 2,837.96
Feed 10,385.42 268.41 5,611.86 2,800.83 7,376.06 111.19 5,365.45 3,158.37
Others 176.87 (850.45) 98.56 13.65 1,593.74 228.82 965.68 30.83
Intersegment revenue (6,678.04) - - - (5,632.29) - - -
Unallocated - - 21,646.35 2,413.73 - - 90,822.06 32,027.34
Total 272,590.43 8,887.43 98,820.58 52,647.02 251,475.17 15,044.22 163,451.73 82,025.33

Consolidated
For the year ended

Reconciliation of segment results to profit/(loss) before tax from continuing operations:
31 March 2020 31 March 2019
Amount as per segment results 8,887.43 15,044.22
Less:
Finance costs (refer note 30) 2,263.36 2,148.33
Share of loss of an associate and a joint venture 90.11 39.28
Others 232.01 194.02
53,746.04 15,491.48
Add:
Fair value gain on derivative liability 29,448.87 13,109.85
Dividend income 4.00 4.00
29,520.89 13,199.66
Geographical information
Revenue disaggregation geography wise information has been disclosed under note 25 to the consolidated financial statements.
Further 100% of Group’s Property, plant and equipment, Investment property, Other Intangible assets, Intangible assets under
development and Capital work-in-progress as at 31 March 2020 and 31 March 2019 were located in India. Details of dairy segment
assets and segment liabilities located outside India as on 31 March 2020 and 31 March 2019 have been disclosed under Note 37(c)
(ii) to the consolidated financial statements. Apart from those detailed in the aforesaid note, all the remaining assets and liabilities
of the Group are located in India.
Major customers
The Group has no single customer who has contributed more than 10% of the Group’s total revenue during the year ended 31
March 2020 and 31 March 2019.

Additional disclosure as required under paragraph 2 of ‘General Instructions for the preparation of Con-
50.
solidated Financial Statements’ of the Schedule III to the Act
For the year ended and as at 31 March 2020 For the year ended and as at 31 March 2019
Net assets Share in profit or loss Net assets Share in profit or loss
As a % of As a % of As a % of As a % of
Name of the entity
consoli- consolidat- consoli- consolidat-
Amount Amount Amount Amount
dated net ed profit dated net ed profit
assets or loss assets or loss
Parent Company
Heritage Foods Limited 100.13% 46,233.07 94.45% (16,000.44) 98.86% 80,496.18 101.03% 8,344.19
Subsidiary
Heritage Nutrivet Limited 6.74% 3,110.55 -0.39% 67.36 2.81% 2,287.92 1.15% 95.10
Controlled trusts
Heritage Farmers Welfare
0.21% 96.34 4.97% (841.09) 1.21% 984.07 1.71% 141.12
Trust
Heritage Employee Welfare
0.26% 118.83 0.40% (67.70) 0.23% 186.53 -0.30% (25.05)
Trust
Non-controlling interest -0.47% (215.17) -5.36% 908.79 -1.44% (1,170.60) -1.41% (116.09)
Total 106.87% 49,343.62 94.06% 101.67% 82,784.10 102.18% 8,439.27
(15,934.25)
Consolidation adjustments -6.87% (3,170.06) 5.94% (1,005.77) -1.67% (1,357.70) -2.18% (179.82)
Net amount 100.00% 46,173.56 100.00% (16,940.02) 100.00% 81,426.40 100.00% 8,259.45
The disclosure as above represents separate information for each of the consolidated entities before elimination of inter–company
transactions. The net impacts on elimination of inter–company transactions/profits or (loTsses)/consolidation adjustments have
been disclosed separately. Based on the Group structure, the management is of the view that the above disclosure is appropriate
under the requirements of the Act.
This is the summary of significant accounting policies and other

explanatory information referred to in our report of even date.
FRN No: 001076N/N500013

M.No. 207660 DIN : 00003741 DIN : 02338940

Date : 27 May 2020 Date : 27 May 2020

Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014)
statement containing salient feature of the financial statements of subsidiaries/associate companies/joint ventures
Part “A” Subsidiaries
Reporting As at For the Year ended
period for the
subsidiary
The Date
concerned if Provision
Name of the since when Profit/ Extent
S. No different for taxa- Profit /
Subsidiary subsidiary was Share Reserves & Total Total (Loss) Proposed of
from the hold- Investments Turnover tion (incl. (Loss) after
acquired Capital Surplus Assets Liabilities before Dividend Share
ing company’s Deferred Taxation
taxation Holding
reporting Tax)
period
1 Heritage Nutrivet Limited 01.12.2008

(Formerly known as
Heritage Food s Retail
Limited)-Subsidiary
As at/ Year Ended:
Reporting
31.03.2020 371.01 2,739.54 5,866.04 2,755.49 - 10,385.42 70.37 3.01 67.36 100
period same
Reporting period
31.03.2019 295.25 1,992.66 5,406.82 3,118.91 - 7,376.06 36.78 -58.32 95.10 100
same
Company Overview
Part “B” Associates / Joint Venture

Date on which Shares of Associate/ Joint ventures held Net worth
Description Reason why the Profit / (Loss) fof the Year
Name of the Last Audited the Associate or by the Company on the Year End attributable to
of how there associate/Joint
S. No Associate/Joint Balance sheet Joint Venture share holding as
is significant Venture is not
Venture Date was associated or No of Amount of Extent of per latest audited Considered in Not Considered
influence consolidated
acquired Shares Investment Holding (%) Balance sheet consolidation in consolidation
1 Skill Raigam Power 31.03.2020 2011-12 65000 65.00 44.83 NA NA 53.02 (0.99) (1.22)
(India) Limited-
(Associate) 31.03.2019 2011-12 65000 65.00 44.83 NA NA 54.00 (0.94) (1.15)
2 Heritage Novandie 31.03.2020 2017-18 2280299 859.60 50.00 NA NA 763.64 (70.04) (70.04)
Statutory Reports
Private Limited-(Joint
Venture) 31.03.2019 2017-18 2280299 859.99 50.00 NA NA 813.48 (38.35) (38.35)
For and on behalf of the Board of Directors of

N. Bhuvaneswari N Brahmani
Vice Chairperson & Managing Director Executive Director
DIN : 00003741 DIN : 02338940
Consolidated

Place : Hyderabad M.No. FCS 6317
Date : 27 May 2020

Notes

Contents Key Numbers defining
Company Overview FY2020
Understanding Heritage Foods Limited 02
Our Journey from B2B to B2C 04
Message from the Chairperson
05
06
13.77 Lakh 11.47 Lakh
liters per day liters per day
Message from Vice-Chairperson & Managing Director 08
Milk procured Milk sold
In Conversation with the Executive Director 10
Board of Directors 12
Financial Review 14
Our 10-Year Financial Highlights 15
We nourish…
By Supplying Quality and Nurturing Products 16
26.70 Lakh 3 Lakh
liters per day Farmers touched
We nourish…
By Creating Goodness for all Generations 18 Processing capacity
We nourish…
By Improving Socio-Economic Livelihood 20
Farmer Spotlight 22
We nourish…
Through Convenient and Innovative Channels 24 15 Lakh 1.5 Lakh
We nourish…
By Creating an Effective Supply Chain 26 Households served General trade
Our Strategic Roadmap 28 retailers
It’s Far More Than a Game 30
Helping Farmers Improve Cattle Productivity 32
Being People Positive 34
Corporate Information 36 12,610 942
Procurement Exclusive franchise
Statutory Reports representatives parlours
Notice to Shareholders 37
Director’s Report 48
Management Discussion and Analysis 102
Corporate Governance 115
Standalone Financials 142
Consolidated Financials 196 To get this report online and for any
other information, log on to
www.heritagefoods.in

Nourishing
by Nature
28th Annual Report 2019-20
www.kalajyothi.com

CIN: L15209TG1992PLC014332
#6-3-541/C, Panjagutta, Hyderabad - 500 082, Telangana
Tel: 040-23391221/2 | Fax: 040-23318090
E-mail: [email protected] | Website: www.heritagefoods.in

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Ref: SECT: STOC: 74-20

August 29, 2020

Scrip Code: 519552 Scrip Code: HERITGFOOD

Ref: Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Dear Sir/ Madam,

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

This is for your information and records

For Heritage Foods Limited

HERITAGE FOODS LIMITED

Heritage Foods Limited

Title_Heritage AR 2019-20_Kala3T.indd 1 30-07-2020 14:37:14

Title_Heritage AR 2019-20_Kala3T.indd 2 30-07-2020 14:37:14

28th Annual Report 2019-20 I 1

Haritage_AR_Inner Colour Pages_kala2T.indd 1 30-07-2020 16:51:35

Fat - 5.48% Others -

2 I Heritage Foods Limited

Haritage_AR_Inner Colour Pages_kala2T.indd 2 30-07-2020 16:51:35

From Grass to Glass – The Milk Value Chain

Milk Procurement Heritage Control Centre Materials Management

Operations Sales & Distribution Consumers

28th Annual Report 2019-20 I 3

Haritage_AR_Inner Colour Pages_kala2T.indd 3 30-07-2020 16:51:36

4 I Heritage Foods Limited

Haritage_AR_Inner Colour Pages_kala2T.indd 4 30-07-2020 16:51:36

Our Expanding Presence

We deepened our penetration across our existing

Map not to scale.

Winning Awards Awarded the ‘Best Customer Service Provider of the

Won the 2nd Award for ‘Technology Innovator of the Year’

28th Annual Report 2019-20 I 5

Haritage_AR_Inner Colour Pages_kala2T.indd 5 30-07-2020 16:51:36

With this, we have evolved into one

Now let me give you a brief on the

Global dairy segment

6 I Heritage Foods Limited

Haritage_AR_Inner Colour Pages_kala2T.indd 6 30-07-2020 16:51:36

28th Annual Report 2019-20 I 7

Haritage_AR_Inner Colour Pages_kala2T.indd 7 30-07-2020 16:51:36

Today, with India set to become the

Today, with India set to become the world’s largest

8 I Heritage Foods Limited

Haritage_AR_Inner Colour Pages_kala2T.indd 8 30-07-2020 16:51:37

28th Annual Report 2019-20 I 9

Haritage_AR_Inner Colour Pages_kala2T.indd 9 30-07-2020 16:51:37

COVID-19 – economic impact

10 I Heritage Foods Limited

Haritage_AR_Inner Colour Pages_kala2T.indd 10 30-07-2020 16:51:37

Further, to realise our strategic Regards,

28th Annual Report 2019-20 I 11

Haritage_AR_Inner Colour Pages_kala2T.indd 11 30-07-2020 16:51:37

NRC RMC RMC MC CSR

12 I Heritage Foods Limited

Haritage_AR_Inner Colour Pages_kala2T.indd 12 30-07-2020 16:51:38

Dr. V. Nagaraja Naidu Mrs. Nara Bhuvaneswari Mrs. Brahmani Nara

In the Board Committees of: SRC RMC MC MC Management Committee

28th Annual Report 2019-20 I 13

Haritage_AR_Inner Colour Pages_kala2T.indd 13 30-07-2020 16:51:38

Net Turnover (` in Crore) EBITDA (` in Crore)

2017-18 2,344.01 2017-18 133.32