H. S. India Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the 36th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	2024-25	2023-24
Total Revenue	2727.87	2636.96
Net Operating Profit	434.94	457.34
Less: Interest & Finance Charges	155.63	181.23
Less: Depreciation	89.73	112.12
Profit/(Loss) Before Tax & Exceptional Items	189.58	163.99
Add: Exceptional Items	0.02	(0.75)
Profit/(Loss) Before Tax	189.60	163.24
Less : Provision for Taxation
- Net Current Tax	5.42	41.08
- Deferred Tax	(5.00)	(11.00)
Net Profit/(Loss) After Tax	141.18	133.16

2. OPERATIONS:

The total revenue of your Company for the year 2024-25was increased to Rs. 2727.87lakh as against Rs. 2636.96lakh of the previous year. The Company reported net profit after tax of Rs. 141.18lakh for the year 2024-25in comparison with a net profit after tax of Rs. 133.16lakh of the previous year.

During the year, there is no change in nature of business o f the Company.

3. TRANSFER TO RESERVE:

For the financial year ended 31st March, 2025, the Board has not proposed to transfer any amount to Reserves.

4. DIVIDEND:

In order to conserve resources, your Directors have not recommended any dividend on equity shares of the Company.

5. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73of the Companies Act, 2013and the Companies (Acceptance of Deposits) Rules, 2014during the year ended on 31st March, 2025.

6. SHARE CAPITAL:

During the year under review, your Company has not issued any securities.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

As on 31st March, 2025, your Company has Six (6) Directors, which includes Two (2) Executive Directors, One (1) Non-Executive Director (Woman) and Three (3) Independent Directors.

Mrs. Sangita Pushpendra Bansal, Director (DIN-01571275) of the Company, who retires by rotation and being eligible, was reappointed as a Director in 35th AGM held on 03rd September, 2024.

Mr. Ramesh Radheyshyam Bansal, Managing Director (DIN:00086256) of the Company was re-appointed as a Managing Director for the further period of 3years w.e.f. 01st August, 2025in 35th AGM held on 03rd September, 2024.

Mr. Mehul Narendrakumar Hingu, Director (DIN:10404685) of the Company was appointed as a Non-executive Independent Director for the period of 5consecutive years w.e.f. 11th September, 2024upto 10th September, 2029in 35th AGM held on 03rd September, 2024.

Mr. Pradeep Om Dhawan (DIN-00519455) ceased as an Independent Director and chairperson/member of various committees of the Company w.e.f. 11th September, 2024due to this expiry of term as an Independent Director.

Mr. Pushpendra Radheshyam Bansal, Managing Director (DIN-00086343) of the Company is liable to retire by rotation at the forthcoming 36th AGM and being eligible, offers himself for re-appointment.

Mr. Pushpendra Radheshyam Bansal, Managing Director (DIN-00086343) of the Company is proposed to be re-appointed as a Managing Director for further period of 3years w.e.f. 11th September, 2025in forthcoming 36th AGM.

Mr. Ramesh Radheyshyam Bansal is a Managing Director/CFO, Mr. Pushpendra Radheshyam Bansal is a Managing Director of the Company and Mr. Hitesh Limbani is a Company Secretary of the Company. Hence, the Company has all KMPs as per the provisions of Section 203of the Companies Act, 2013.

Particulars as per Regulation 36(3) of the Listing Regulations and Secretarial Standard-2of the General Me eting are enclosed as an Annexure with the notice of 36th AGM.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013and Regulation 16(1)(b) and Regulation 25of the Listing Regulations. All the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

9. FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:

As per Regulation 25(7) of the Listing Regulations, Familiarisation Program has been carried out by the Company for the Independent Directors details of which has been posted on Companys website:

http://hsindia.in/wp-content/uploads/2025/02/Final_HSIL_Familiarize_Program_for_ID_10.02.25.pdf

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and analysis as required under Regulation 34(2) (e) of the Listing Regulations is annexed as Annexure-1herewith and forms a part of this report.

11. CORPORATE GOVERNANCE:

In compliance with Regulation 34(3) of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance is annexed as Annexure 2, forms an integral part of this report.

12. PARTICULARS OF EMPLOYEES:

The information required under Section 197of the Act read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-3.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-4.

13. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7for the financial year 2024-25is uploaded on the Companys website http://hsindia.in/wp- content/uploads/2025/07/MGT-7-2024-25.pdf

14. BOARD MEETINGS:

During the year under review, 5(Five) Board Meetings were held as per the requirements of the Act, Listing Regulations, Secretarial Standards and circulars/notifications issued thereon. The details of Board Meetings are given in the Corporate Governance Report.

15. COMMITTEE MEETINGS:

Details pertaining to the composition of Audit Committee and Other Committees and all meetings were held during the year 2024-25, are given in the Corporate Governance Report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed and no material departures have been made for the same.

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2025and of the profit of the Company for the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2025, on a ‘going concern basis.

(v) the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

18. REMUNERATION POLICY:

The Companys policy relating to Nomination and Remuneration of Directors, Key Managerial Personnel and other Employees as stipulated under Section 178(4) of the Companies Act, 2013, has been disclosed in the Corporate Governance report.

19. STATUTORY AUDITORS:

M/s. K. K. Haryani & Co., Chartered Accountants (Firm Reg. No.-121950W), was appointed as a Statutory Auditors of the Company for a period of 5years w.e.f. conclusion of the 32nd AGM of the Company till the conclusion of the 37th AGM of the Company.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self-explanatory and do not contain any qualification, reservation or adverse remark or disclaimer. No offence of fraud reported by them under Section 143(12) of the Act.

20. INTERNAL AUDITOR:

M/s. J. Bhavsar & Co., Chartered Accountants (Firm Reg. No. 115613W) at Surat, the Internal Auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204of the Companies Act, 2013, your Company had appointed Mr. Manish R Patel, Company Secretary in Practice at Surat to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report (Form No. MR-3) is annexed herewith as Annexure-5. The report does not contain any qualifications, reservation or adverse remarks. No offence of fraud reported by them under Section 143(12) of the Act.

Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company at their meeting held on 30th May, 2025approved the appointment of Mr. Manish R. Patel, Practicing Company Secretary, Surat (COP No. 9360) as the Secretarial Auditor of the Company for a term of 5(five) consecutive years for the period of five consecutive Financial Years i.e. from the conclusion of ensuing 36th Annual General Meeting of the Company until the conclusion of 41st Annual General Meeting, to carry out the Secretarial Audit and Secretarial Compliance Report from the financial year 2025-26till 202930, subject to approval of the shareholders of the Company at the ensuing 36th AGM of the Company. The necessary resolution for the appointment of Mr. Manish R. Patel forms part of the Notice convening the ensuing 36th AGM.

22. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year, your Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

During the year, your Company has not given any loans or guarantees covered under the Provisions of Section 186of the Companies Act, 2013. The details of the Investment made by the Company are given in the Note no. 3to the financial statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the financial year were in the ordinary course of business and at arms length basis. All related party transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on transactions with related parties as approved by the Board is uploaded on the Companys website:

http://hsindia.in/wp- content/uploads/2021/05/Policy_of_Related_Party_Transactions_1.pdf

Disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013in Form AOC-2is not applicable. Suitable disclosure as required under AS-18/Ind- AS-24has been made in Note no. 35to the Financial Statement.

25. LISTING ON STOCK EXCHANGE:

The Companys shares are listed with the BSE Limited and the Company has paid the necessary listing fees and custody fees for the Financial Year 2024-25and 2025-26.

26. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

27. REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of Section 134(3)(m) of the Companies Act, 2013read with Rule 8(3) of the Companies (Accounts) Rules, 2014, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy:

Your Company has made all possible efforts to closely monitor power consumption on daily basis so as to reduce wastage. The Company is also trying to find ways and means to reduce power consumption and thus reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operational areas. Your Company is also using solar panel for water heater, power savers in electric panels and in Guest Rooms with LED fittings. Your Company is also using DG set for utilising alternate sources of energy. During the year, your Company does not have any capital investment on energy conservation equipment.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

C. Total Foreign Exchange Earning and Outgo:

Particulars	2024-25	2023-24
	(Rs. in Lakh)	(Rs. in Lakh)
Total Foreign Exchange used	--	--
Total Foreign Exchange earned	49.69	38.58

28. RISK MANAGEMENT:

Although not mandatory, the Company has constituted a Risk Management Committee as a measure of good governance. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks attached with the business goals and objectives and to enhance the value of stakeholders.

The Management has put in place adequate and effective system and man power for the purposes of risk management.

29. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Committees and the Directors individually. The manner in which the evaluation has been carried out, detailed below:

The performance evaluation of the Board as a whole, Chairperson and Non Independent Directors was carried out by the Independent Directors. The Independent directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

30. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website:

http://hsindia.in/wp-content/uploads/2021/05/BoardDiversityPolicy_1.pdf

31. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organisation. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism / Whistle Blower Policy in accordance with Section 177(9) of the Companies Act, 2013and Regulation 22of the Listing Regulations to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism / Whistle Blower Policy is available on the Companys website http ://hsindia.in/wp- content/uploads/2021/05/VigilMechanism.pdf

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee.

During the year, the Company has submitted the annual report as per the requirement of Section 21(1) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013to Assistant Labour Commissioner, Surat.

In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015and Companies (Accounts) Second Amendment Rules, 2025disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013are given as below:

Sr. No. Particulars	No. of complaints
1Number of complaints filed during the financial year 2024-25	NIL
2Number of complaints disposed off during the financial year 2024-25	NIL
3Number of cases pending for more than ninety days	NIL
4Number of complaints pending as on 31st March, 2025	NIL

34. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

During the year, your Company has complied with provisions under the Maternity Benefit Act, 1961and rules made thereunder. The Company continues to support and provide all eligible female employees with maternity benefits in line with the statutory requirements.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the year, no significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and Companys operations in future.

36. MAINTAINANCE OF COST RECORDS:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

37. CORPORATE SOCIAL RESPONSIBILTY:

Provisions relating to Corporate Social Responsibility under Section 135of the Companies Act, 2013are not applicable to the Company.

38. VALUATION:

During the year, there were no instances of Onetime Settlement with any Banks or Financial Institutions.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(31OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016(31of 2016).

40. INDUSTRIAL RELATIONS:

During the period under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

41. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

	For and on behalf of the Board of Directors
Place: Mumbai
Date :06th August, 2025	RAMESH BANSAL PUSHPENDRA BANSAL
	Managing Director/CFO	Managing Director
	DIN-00086256	DIN-00086343
Registered Office:
Unit No.202, Morya Blue Moon,
Off New Link Road, Andheri West,
Mumbai - 400053Maharashtra.