Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 The following explanatory Statement sets out all the material facts relating to the Special Business mentioned in Item No. 3 of the Notice of 32nd AGM dated May 29, 2024: Item No: 3 Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Dr. V. Nagaraja Naidu (DIN: 00003730), Director retires by rotation on the conclusion of the 32nd Annual General Meeting. Dr. Naidu has informed the Company that he is not seeking reappointment in view of his pre-occupation, age constraint and other personal commitments. Dr. Naidu has been on the Board of the Company since inception. Dr. Naidu has made distinct and immense contribution for the growth of the Company. The Board places on record its sincere appreciation and recognition of the valuable contribution and services rendered by Dr. Naidu during his tenure on the Board of the Company. He shall ceased to be director wef. August 21, 2024 and the Board proposes that the vacancy caused by his retirement be not filled-up now. None of the Directors or Key Managerial Personnel of the Company, either directly or through their relatives except Dr. V. Nagaraja Naidu and his relatives, are in any way, concerned or interested, whether financially or otherwise, in the Resolution as set out at Item No. 3 of the Notice. The Board of Directors, therefore, recommends the Resolution as set out at Item No.3 to be passed as Ordinary Resolution by the Members. By Order of the Board of Directors UMAKANTA BARIK Place: Hyderabad Company Secretary & Compliance Officer Date: May 29, 2024 M. No: FCS-6317 Registered Office: CIN:L15209TG1992PLC014332 # H.No.8-2-293/82/A/1286, Plot No: 1286, Road No. 1 & 65, Jubilee Hills, Hyderabad, Telangana, 500033. Tel : 040-23391221 E-mail: hfl@heritagefoods.in Website: www.heritagefoods.com Notice STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 52 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD
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