Hardcastle & Waud Mfg Co Ltd Directors Report

Your Directors have pleasure in placing before you the Eightieth (80 th ) Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2026 and Management Discussion and Analysis.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

Particulars	Year Ended March 31, 2026	Y ea r E n d e d March 31, 2025
	(Rs Lakhs)	(Rs Lakhs)
Profit before Depreciation & Amortisation Expenses	619.02	350.54
Depreciation & Amortisation Expenses	78.40	72.28
Profit before Taxation	540.62	278.26
Provision for Taxation	54.61	92.12
Deferred Tax	(3.04)	56.79
Income Tax for earlier years	(4.15)	0.66
Net Profit after Taxation	493.20	128.69
Other Comprehensive Income	25.51	(23.88)
Total Comprehensive Income for the year	518.71	104.81
Balance b/f from previous year	(1.57)	(106.38)
Total Available	517.14
Transferred to Reserves	-
Carried Forward	517.14	(1571

In order to conserve resources, no dividend is being recommended.

2. OPERATIONS:

The Company has registered a turnover of Rs 1,061.42 lakhs this year as against Rs 588.93 lakhs during the previous year. There is increase of 80.23 % in the revenue from operations of the Company in the current year as against previous year.

The Total Income for the year ended March 31, 2026 was at Rs 1,110.76 lakhs as compared to Rs 633.16 lakhs in the previous year. Profit before tax for the current year stood at Rs 540.62 lakhs as against Rs 278.26 lakhs during the previous year.

2025-2026 was a year that once again reminded industries worldwide that resilience is no longer optional. Variable macro factors influenced global demand and supply. Businesses built on integration, manufacturing depth and long-term discipline stood stronger.

While medium-term supply expectations improved, near-term volatility continued to impact cost structures across energy intensive industries, including chemicals. Overall, the macroeconomic environment in financial year 2026 was characterized by stable but modest growth, easing inflation and gradually improving financial conditions in the latter part of the year, offset by elevated geopolitical and policy risks.

The Indian chemical industry is estimated to have reached approximately USD 300 - 320 billion in financial year 2026, supported by steady mid-single-digit growth. Growth momentum remains structurally strong, driven by sustained domestic demand across agriculture, infrastructure, FMCG, automotive and energy-transition segments, alongside rising global interest in India as a resilient and diversified sourcing destination. Specialty chemicals and export-oriented segments continue to outperform the broader industry.

The Companys business activity currently consists of Trading of Industrial Chemicals, Investments and Leasing. During the year under review, revenue from industrial chemicals segment was Rs 280.17 lakhs compared to Rs 107.29 lakhs in the previous year, revenue from investment activity was Rs 445.37 lakhs in comparison to Rs 259.77 lakhs in the previous year, while leasing activity yielded a revenue of Rs 335.87 lakhs as compared to Rs 221.87 lakhs in the previous year.

The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational transactions / information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company. The observations arising out of the internal audits are periodically reviewed at appropriate level and summaries along with corrective actions plans, if any, are submitted to the management and Audit Committee for review, comments and directions. The concerned persons undertake corrective action in their respective areas and thereby strengthen the controls.

The Company has entered into transaction(s) with an entity belonging to the promoter/promoter group who hold 10% or more shareholding in the Company details of which appear in note no. 27.05 of the Financial Statements of the Company.

Information pertaining to financial performance forms part of this Report.

There were no material developments in the Companys Human Resource Capital.

RATIOS

Key Financial Ratios

1. Return on Net Worth increased to 10.23% during the current year in comparison to 2.30% in the previous year mainly due to increase in income during the current year.

2. Operating Profit Margin (OPM) is 48.67% during the current year in comparison to 43.95% in previous year. The increase in OPM is mainly due to increase in operating income.

For other key financial ratios please refer note no. 27.15 of the Financial Statements of the Company.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) At the 79 th Annual General Meeting (AGM) of the Company held on 30 th September, 2025:

i) Mr Piyushkumar Mehta (DIN: 08772311) was re-appointed as director of the Company;

ii) Mr Banwari Lal Jatia (DIN: 00016823) was re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1 st April, 2026; and

iii) Appointment of Mr Manekchand Panda (DIN: 00015759) as an Independent Director of the Company, for a period of five years, with effect from 12 th August, 2025 was approved.

The Board is of the opinion that Mr Manekchand Panda holds highest standards of integrity and possess requisite expertise and experience required to fulfill his duties as Independent Director. Further Mr Manekchand Panda is exempted from undergoing the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

b) Mr Vimal Chand Kothari (DIN: 00056003) expressed his unwillingness to continue for a second term as an Independent Director of the Company on account of age factor and have confirmed that there is no other material reason thereof.

Accordingly, upon completion of his first term, he ceased to hold office as an Independent Director of the Company with effect from 22 nd September, 2025.

c) Mr Piyushkumar Mehta (DIN: 08772311), Non-Executive (Non-Independent) Director of the Company has resigned with effect from 19 th February, 2026 due to personal reasons and have confirmed that there is no other material reason thereof.

d) On recommendation of Nomination and Remuneration Committee (NRC), Mr Ganpat Lal Dadhich (DIN: 11612342) was appointed as an Additional Director in the category of Non-Executive (Non-Independent) Director of the Company with effect from 18 th March, 2026.

The Members have approved his appointment as a Non-Executive (Non-Independent) Director of the Company through Postal Ballot on 12 th May, 2026.

e) Mr Sunil Kantilal Trivedi (DIN: 00387797) ceased to hold office as an Independent Director of the Company with effect from 30 th May, 2026, upon completion of his second consecutive term of five years as an Independent Director.

f) Mr Banwari Lal Jatia (DIN: 00016823), retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. If re-appointed his appointment shall continue to be subject to terms and conditions of his earlier appointment being effective from 1 st April, 2026 as approved by the members at their AGM held on 30 th September, 2025.

g) Requisite declarations have been received from the independent directors of the Company under Section 149(7) of Companies Act, 2013 (the Act) regarding meeting the criteria of independence laid down in Section 149 (6) of the Act and also under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

h) Board Evaluation:

Pursuant to provisions of the Act and the Listing Regulations the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of working of its Audit, Nomination and Remuneration and other Committees of the Board. The performance of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results thereof.

In the opinion of the Board, all the independent directors possess requisite expertise, integrity and experience.

i) Meetings:

During the year Eight (8) board meetings were convened and held.

5. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION:

In order to align the Articles of Association (AOA) of the Company in line with provisions of the Act the Board had recommended to the members to approve and adopt new set of AOA in place/substitution of existing AOA. The resolution to adopt new set of AOA of the Company was passed by members through postal ballot on 12 th May, 2026. Accordingly, the AOA of the Company stand replaced.

6. AUDIT COMMITTEE:

The present composition of the Audit Committee of the Company is as under:

1. Ms Pranjali Mangal Bhandari - Chairperson

2. Mr Manekchand Panda

3. Mr Ganpat Lal Dadhich

The Board of Directors of the Company has accepted all recommendations of its Audit Committee during Financial Year 2025 - 2026. The Company has in place a vigil mechanism for directors and employees, to report genuine concerns about any wrongful act and any unethical conduct with respect to the Company or its business affairs to the Audit Committee which oversees functioning of the said mechanism.

7. NOMINATION AND REMUNERATION COMMITTEE (NRC):

The NRC comprises of three members of which two including the Chairperson are Independent Directors.

Salient features of the Nomination and Remuneration policy include, having an appropriate mix of executive, non - executive and independent directors primarily to maintain independence. NRC assesses independence of directors at time of appointment / re-appointment as well as annually. NRC takes into consideration various factors as specified in the policy while considering any remuneration to be paid to directors, key managerial personnel and other employees, etc.

The Policy is available on the Companys website www.hawcoindia.in under the section Policies.

8. RISK MANAGEMENT:

In the Boards perception, there are no foreseeable risks which could threaten the existence of the Company.

9. UNCLAIMED SHARE CERTIFICATES:

The Company had in accordance with the Listing Regulations transferred on 27.5.2016 & 14.9.2021 to a separate Unclaimed Shares Suspense Demat Account in the Companys name in aggregate 10,104 unclaimed shares of the Company belonging to 79 shareholders, who had failed to exchange their old certificates for new certificates in the Company even after many reminders by the Company. The said shares were allotted to members pursuant to a Scheme of Arrangement between the Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd).

At beginning of the year, the number of shareholders and the outstanding shares lying in the suspense account were 77 and 9,624 respectively.

During the year, 1 member had claimed her entitlement of 23 shares lying in the said unclaimed suspense account.

At end of the year, the number of shareholders and the outstanding shares lying in the suspense account were 76 and 9,601 respectively.

The voting rights on these unclaimed shares shall remain frozen till the rightful owner(s) claim(s) the shares.

Members who have not yet claimed their shares are requested to do so through the Companys Registrars and Share Transfer Agent viz. MUFG Intime India Private Limited.

10. STATUTORY AUDITORS:

M/s Desai Saksena & Associates, Chartered Accountants (Firm Registration No. : 102358W) were appointed as Statutory Auditors of the Company for 5 years from the conclusion of 78 th AGM.

M/s Desai Saksena & Associates, have confirmed that they are eligible for continuing to act as statutory auditors of the Company and no proceeding against the firm or any partner of the firm is pending with respect to professional matters of conduct.

11. AUDITORS REPORT:

The Auditors Report does not contain any reservation, qualification or adverse remark.

M/s SKJP & Associates, Practicing Company Secretaries (Firm Registration No.: P2025MH105400) were appointed as Secretarial Auditors of the Company, for 5 years commencing from the financial year 2025-2026 till the financial year 2029-2030.

M/s SKJP & Associates, have confirmed that they are eligible for continuing to act as Secretarial Auditors of the Company and no proceeding against the firm or any partner of the firm is pending with respect to professional matters of conduct.

The firm holds a valid Peer Review Certificate issued by The Institute of Company Secretaries of India (ICSI).

13. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31 st March, 2026 is annexed hereto as Annexure I.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. LOANS, GUARANTEES OR INVESTMENTS:

Details of investments, loans appear in notes to the financial statements. No guarantee or security was provided by the Company on behalf of others during the year.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

The Company has made few material related party transactions during the year after obtaining appropriate approvals. During the year, the Company did not enter into any materially significant related party transactions that may have potential conflict with the interest of the Company.

In terms of Section 134 details of the same are stated in Form AOC-2 annexed hereto as Annexure II.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company is not into any manufacturing activity there are no particulars to be specified under the heading conservation of energy. There is no technology involved in the business being carried on by the Company. The Company did not earn nor spent any foreign exchange during the year.

17. CORPORATE SOCIAL REPONSIBILITY (CSR):

The provisions relating to the Corporate Social Responsibility (CSR) under Section 135 of the Act were not applicable to the Company for the financial year 2025-2026.

18. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate.

19. PARTICULARS OF EMPLOYEES:

a. Required particulars of employees under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure III to this report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. ANNUAL RETURN:

Pursuant to Section 134 (3)(a) of the Act, the Company has placed draft copy of its Annual Return as at March, 31, 2026 on its website at www.hawcoindia.in under the Section Annual return.

21. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Schedule V of the Listing Regulations has been attached to this Annual Report.

A certificate from M/s SKJP & Associates, Practicing Company Secretaries (Firm Registration No.: P2025MH105400) regarding compliance with conditions of Corporate Governance as stipulated in the Listing Regulations is annexed to this Report as Annexure IV.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act, your directors state that:

(a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanations relating to material departures;

(b) Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of its profit for the year;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

23. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is not required to maintain cost records.

24. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details relating to complaints are as follows:

a) Number of complaints of sexual harassment received during the year- Nil

b) Number of complaints disposed off during the year- Question does not arise

c) Number of cases pending for more than ninety days - Question does not arise.

26. MATERNITY BENEFITS:

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

27. GENERAL:

Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year;

i. Details relating to Deposits covered under Chapter V of the Act;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iv. No significant or material orders were passed by Regulators or Courts or Tribunals which impact the Companys going concern status and operations in the future;

v. No material changes and commitments have occurred after close of the year till the date of this report, which might affect the financial position of the Company;

vi. No fraud is reported by auditors under Section 143(12) of the Act;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

viii. There was no instance of one-time settlement with any Bank or Financial Institution.

28. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board

Banwari Lal Jatia	Ganpat Lal Dadhich
Managing Director	Director
(DIN:00016823)	(DIN:11612342)

Dated: 5 th August, 2026