Hindoostan Mills Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 121st Annual Report together with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2025 is summarized below:

(Rs. in lakhs)

	Current Year Ended 31.03.2025	Previous Year Ended 31.03.2024
Gross Profit/(Loss) before	-856.75	384.79
Interest, Depreciation and Tax
Less: Interest Cost	23.73	42.24
Gross Profit/(Loss) after interest but before	-880.48	342.55
Depreciation and Tax
Less: Depreciation	196.86	215.75
Profit/(Loss) before Tax	-1077.34	126.80
Less: Tax adjustment of earlier years	0.00	0.00
Profit/(Loss) after tax	-1077.34	126.80
Other Comprehensive Income	-20.11	1.51
Total Comprehensive Income	-1097.45	128.31

REVIEW OF OPERATIONS

The revenue from operations of the Company for the Financial Year 2024-25 was Rs.3315.25 Lacs as against Rs. 8826.40 Lacs of the previous year.

Textile

The manufacturing activity of the Textile unit was temporarily suspended with effect from October 03, 2024 due to poor demand and extremely poor contributions. During the year, the Company received resignations from certain staff and workers of the Textile division at Karad and the Marketing staff. Full and final settlement of the said staff and workers have been completed.

The Board of Directors at their meeting held on April 15, 2025, has decided for closure of the Textile Unit subject to the approval of Government Authorities. The decision was taken due to drop in demand of the Textile products, continuous losses incurred for more than five years, no foreseeable viability of operations. The Company has filed an application for the closure of the Textile Unit with the Government Authority in the third week of April 2025.

Engineering

The market for the companys products was stagnant due to a global slowdown in textile and paper products. The Company has made inroads into selling machines and rolls to the Technical Textile Industry which has a greater potential for the future. The Company had exported machine and rolls amounting to Rs.91.46 Lacs to Bangladesh and Turkey during the year.

DIVIDEND

In view of the losses incurred during the year under review, the Directors have not recommended dividend for the year ended March 31, 2025.

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, 2025.

DIRECTORS

Mr. Sujal A. Shah and Mr. Bhavesh Panjuani, the independent directors completed their second terms of five years on September 26, 2024. The Board appreciated their contributions as independent directors of the Company.

Mr. Khushaal C. Thackersey, Joint Managing Director of the Company, retires by rotation at 121st 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.

The Board also recommends the reappointment of Mrs. Geeta J. Palan as an Independent director with effect from June 26, 2024, for a further period of five years. In the opinion of the Board, Mrs. Geeta J. Palan is a person of integrity and possesses relevant expertise and experience.

Their brief profiles as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are 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

Forty workers (Textile unit) resigned during the year. The Company had terminated 46 workers of the Textile unit on disciplinary ground in April 2025. The Company has filed an application for the closure of the Textile Unit with the Government Authority in the third week of April 2025. Industrial relations of the Engineering unit is 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/downloads/#Policies-download.

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/downloads/#Annual-Return

2) No. of Board Meetings

Four 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) Declaration from Independent directors

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/downloads/#Policies-download.

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.

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 or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

9) 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 : 20.8:1 Mr. Abhimanyu J. Thackersey : 20.8:1 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 Office r, 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	6.50
Mr. Kaushik N Kapasi, CS	5.30

iv. The percentage increase in the median remuneration of employees in the financial year: 0% v. The number of permanent employees on the rolls of the Company:

- 150 employees as on March 31, 2025 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 : 4.90% Average Salary Increase for non-KMPs : 5.24% 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	31.03.2025	31.03.2024
Foreign exchange earned (Rs. Lacs)	274.68	550.63
Foreign exchange used (Rs. Lacs)	225.99	873.49

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. The Company has sought approval of the Government Authority for the closure of the Textile Unit due to drop in demand, continuous losses incurred for more than five years, and no foreseeable viability of operations.

Financial risk management is mentioned in Note no. 32 (VII) of Other Notes to Accounts, please refer page no. 101 to 105 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/downloads/#Policies-download.

In view of the loss during the immediately preceding financial year i.e. 2023-24, the Company was not required to spend any amount on CSR activities during FY 2024-25. 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 perform 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 2024-25.

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/downloads/#Policies-download .

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.

Cost Audit

In view of the temporary closure of the Textile Unit, turnover of the Company falls below the minimum required for compulsory cost audit during the financial year 2024-25 and as such, cost audit for the financial year 2025-26 is not required.

The Board has appointed M/s. PRS & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report 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.

The Board has recommended to you for the appointment of M/s. PRS & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for a period of five years.

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. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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: May 14, 2025