Hindoostan Mills Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the 122nd Annual Report together with the Audited Financial Statements for the year ended March 31, 2026.

FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2026 is summarized below:

(Rs. in lakhs)

	Current Year Ended March 31, 2026	Previous Year Ended March 31, 2025
Gross Profit/(Loss) before Interest, Depreciation and Tax from continuing operation	58.19	402.08
Less: Interest Cost	6.61	10.95
Gross Profit/(Loss) after interest but before Depreciation and Tax	51.58	391.13
Less: Depreciation	152.00	151.81
Profit/(Loss) before Tax	(100.42)	239.32
Less: Tax adjustment of earlier years	6.97	0.00
Profit/(Loss) after tax	(107.39)	239.32
Loss from discontinued operations	(555.29)	(1316.67)
Other comprehensive income / Loss	29.78	(20.11)
Total comprehensive income / Loss	(632.90)	(1097.46)

REVIEW OF OPERATIONS

The revenue from operations of the Company for the Financial Year 2025-26 was Rs.1449.26 Lacs as against Rs. 1638.80 Lacs of the previous year.

Textile

The Textile manufacturing Unit at Karad, Maharashtra was temporarily suspended with effect from October 03, 2024 due to reduced demand and erosion of margin in the textile business.

Thereafter, the Company approached the Maharashtra Government for its closure. The Industries, Energy & Labour Department, State Government of Maharashtra gave permission for closure of the unit on June 19, 2025 under section 25 O (2) of the Industrial Disputes Act, 1947.

The Company closed the Textile unit with effect from June 24, 2025, and issued Notice to workers as on that date relating to closure of the unit. The Company has duly paid all dues to the workers.

The Board decided to dispose of the textile machinery and sought the approval of shareholders by Postal Ballot. The Approval of shareholders has been obtained for sale of the entire textile machinery at floor price of Rs. 15 Crores by passing special resolution through Postal Ballot dated March 15, 2026.

Engineering

The demand for the Companys products was affected mainly due to slow down in the global textile industry. The Company is now focusing on growth through the development of high- quality Calender Machines using advanced materials such as Hybrid Rolls and Advanced Polyamide Rolls.

To increase its presence in international markets, the Company participated in the Techtextil Exhibition held in Frankfurt, Germany, in the last week of April 2026. This platform will help widen the Companys global market presence in high performance calender rolls and machines for the technical textile industry. The Company expects increased orders from European markets, Bangladesh and large domestic companies in a near future.

DIVIDEND

In view of the losses incurred during the year under review, the Directors have not recommended dividend for the year ended March 31, 2026.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits remaining unpaid / unclaimed as on March 31, 2026.

DIRECTORS

Mr. Abhimanyu J. Thackersey, Joint Managing Director of the Company, retires by rotation at 122nd Annual General Meeting and being eligible offered himself for re-appointment as a Director of the Company. The Board recommends his reappointment as a director retiring by rotation.

Mr. Abhimanyu J. Thackersey holds office of Joint Managing Director up to February 07, 2027. The Board has recommended reappointment of Mr. Abhimanyu J. Thackersey as Joint Managing Director for a period of three years with effect from February 08, 2027.

His Brief profile as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is a part of the Notice convening the Annual General Meeting.

COMMITTEES OF THE BOARD

Details of all the Committees, their composition and meetings held during the year are provided in the Corporate Governance Report, a part of this Annual Report.

INDUSTRIAL RELATIONS

Industrial relations of the Engineering unit are cordial.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Form AOC-2 giving details of transactions with related parties referred to in sub-section (1) of section 188 is herewith enclosed, marked as Annexure I.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www. hindoostan.com.

COMPLIANCE UNDER THE COMPANIES ACT

1) Annual return

Annual return referred to in sub-section (3) of section 92 has been placed on website of the Company, website address https://www.hindoostan.com.

2) No. of Board Meetings

Five Meetings of Board of Directors were held during the year.

3) Directors Responsibility Statement

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act 2013, the Directors confirm to the best of their knowledge and belief:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

(b) that the directors had 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 and of the profit and loss of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts on a going concern basis;

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

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4) Independent directors

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience and expertise and hold high standards of integrity.

All the Independent Directors have given declarations that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

5) Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director, appointment of Directors, Key Managerial Personnel, Senior Management and to fix/review their remuneration. Policy is on the Companys website at https:// www.hindoostan.com.

6) Particulars of Loans, Guarantees or Investments

The Company has not given any loan and guarantee nor made any investments under Section 186 of the Companies Act, 2013 during the year under review.

7) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship and Nomination & Remuneration Committees.

8) No application is made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

9) The Company has complied with the provisions of the maternity benefit act 1961.

10) Information under section 197

i. The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

There was no employee drawing remuneration of Rs. One Crore and Two Lacs during the year or Rs.8,50,000/- per month for a part of the year covered under Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ii. The ratio of the remuneration of the Joint Managing Directors to the median remuneration of the employees of the Company for the financial year.

Mr. Khushaal C. Thackersey : 5:1

Mr. Abhimanyu J. Thackersey : 5:1

iii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive Officer, Company Secretary or Manager	% increase in remuneration in the financial year
Mr. Khushaal C. Thackersey, Joint Managing Director	0.00
Mr. Abhimanyu J. Thackersey, Joint Managing Director	0.00
Ms. Shraddha P. Shettigar, CFO	9.00
Mr. Kaushik N Kapasi, CS	9.00

iv. The percentage increase in the median remuneration of employees in the financial year: 14.20%

v. The number of permanent employees on the rolls of the Company:

- 23 employees on March 31, 2026

vi. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average Salary Increase for KMPs : 3.10%

Average Salary Increase for non-KMPs : 11.60%

vii. Affirmation that the remuneration is as per the Remuneration policy of the Company.

The remuneration paid to employees of the Company is as per the remuneration policy of the Company.

viii. The statement containing names of top ten employees in terms of remuneration drawn as required under Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of this Report and the accounts are being sent to the Members excluding the aforesaid Annexure.

In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

i. Steps taken by the Company for utilizing alternate sources of energy: -

- Nil

ii. The Capital investment on energy conservation equipment.

- Nil

B. Technology absorption

i. the efforts made towards technology absorption

- Nil

ii. the benefits derived like product improvement, cost reduction, product development or import substitution;

- Nil

C. Foreign Exchange Earnings & Outgo:

Particulars	March 31, 2026	March 31, 2025
Foreign exchange earned (Rs. Lacs)	34.35	274.68
Foreign exchange used (Rs. Lacs)	267.51	225.99

RISK MANAGEMENT POLICY

The Company has developed a risk management policy identifying primary risk and secondary risk. Primary risk includes manpower development, product efficiency, fluctuation in price of raw materials and competition. The profitability of the Company may be affected on account of these risk factors.

Financial risk management is mentioned in Other Notes no. 32 (VI) of other Notes to Accounts, please refer page no. 98 to 102 of the Annual Report.

CORPORATE GOVERNANCE

The Company is maintaining the standards of Corporate Governance and adheres to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is an integral part of this Report. The requisite certificate from M/s. K. C. Nevatia & Associates, Practicing Company Secretaries confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee consisting of Mr. Anant P. Patel, Mr. Amol P. Vora, Ms. Geeta J. Palan and Mr. Khushaal C. Thackersey. The Committee has formulated and recommended to the Board a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board and the same is available on your Companys website at https://www.hindoostan.com.

In view of the loss during the immediately preceding financial year i.e. 2024-25, the Company was not required to spend any amount on CSR activities during FY 2025-26. Since there was no CSR activity, the annual report on CSR activities is not enclosed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY

There is no significant material order passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2025-26.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism Policy is available on your Companys website https://www. hindoostan.com.

AUDITORS

Statutory Auditors

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations and comments appearing in the Auditors Report are self-explanatory and do not call for any further explanation / clarification by the Board. The Statutory Auditors hold office of Auditors up to the conclusion of ensuing 122nd Annual General Meeting. The Board has recommended their reappointment as statutory auditors for a further period of five years.

Cost Audit

Turnover of the Company falls below the criteria of minimum turnover required for compulsory cost audit during the financial year 2025-26 and as such cost audit for the said financial year is not required.

Secretarial Audit

The Secretarial Audit Report of M/s. PRS & Associates, the Company Secretaries in Practice is annexed herewith as Annexure-II. The observations and comments appearing in the Secretarial Auditors Report are self-explanatory and do not call for any further explanation / clarification by the Board.

SEXUAL HARASSMENT

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.

Following details as required are given below:

a. number of complaints of sexual harassment received in the year:

- Nil

b. number of complaints disposed during the year:

- Not applicable since no complaints were received

c. number of cases pending for more than ninety days:

- Nil

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors,

Abhimanyu J. Thackersey	Khushaal C. Thackersey
Joint Managing Director	Joint Managing Director
DIN:00349682	DIN:02416251
Place: Mumbai
Date: August 07, 2026