Hindprakash Industries Ltd Directors Report

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing the details of deposits in compliance with Chapter V of the Act is not applicable.

The details of the loans, guarantees and investments, if any are provided in the notes to the audited financial statements annexed with the Annual Report.

Our board compromises of a group of Executive, Non-Executive and Independent Directors. As on March 31, 2025, the Company has six Directors. Out of the six Directors, four are Non- Executive Directors and of which three are Independent Directors. The composition of the Board is in conformity with the provisions of Section 149 of the Act and LODR Regulations.

The Board Comprise of the following:

During the Financial year 2024-25, the Board of Directors met 12 (Twelve) times. In respect of these meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details which are as mentioned below:

During the year under review the Board of Directors, upon the recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on August 14, 2024, unanimously re-appointed Mr. Sanjay Prakash Mangal as the Managing Director of the Company and Mr. Santosh Nambiar as the Whole Time Director for a further period of three years i.e. with effect from February 16, 2025 to February 15, 2028, pursuant to the provisions of the Companies Act, 2013. Accordingly, the matter for their re-appointment for a further period of 3 years was included in the notice convening the 16^th Annual General Meeting of the Company for approval of members along with necessary explanation and details mentioned in the explanatory statement to the Notice and the same was approved by the members of the Company at 16^th Annual General Meeting of the Company held on September 14, 2024.

Further, During the year under review, Ms. Shivani Pathak (DIN: 10481354) was appointed as an Additional Director (Non- Executive, Independent), of the Company for a period of 5 years w.e.f. June 15, 2024. Accordingly, the matter for her appointment was included in the notice convening the 16^th Annual General Meeting of the Company for approval of members along with necessary explanation and details mentioned in the explanatory statement to the Notice and the same was approved by the members of the Company at 16^th Annual General Meeting of the Company held on September 14, 2024.

Further Mr. Utsav Trivedi was appointed as the Company Secretary and Compliance Officer (KMP) of the company w.e.f. November 14, 2024.

During the year under review, Ms. Apeksha Vyas (DIN: 09469295) tendered her resignation from the post of Director (Non-Executive, Independent) of the Company w.e.f. closing of the business hours of June 15, 2024, due to personal reasons and other professional commitments.

Further, During the year under review, Ms. Avani Patel resigned from the post of Company Secretary and Compliance Officer (KMP) of the company w.e.f. September 04, 2024. The Board placed appreciation for her contribution during her tenure.

In accordance with the provisions of the Companies Act, 2013 and Companys Articles of Association, Mr. Om Prakash Mangal (DIN: 03078228) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening the Annual General Meeting.

As on the date of this report, the following are the Key Managerial Personnel(s) of the Company:

The Company has three Independent Directors as on the date of this report and all the Independent Directors of the Company have given declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, the Independent Directors meet the said criteria and are Independent of the management of the Company. Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties.

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the SEBI (LODR) Regulations, 2015) and as part of the best governance practice, the Company has constituted following Committees of the Board.

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

Details of the composition of the Board and its Committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are given Corporate Governance Report attached as a separate Annexure-IV.

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

The Company has implemented Vigil Mechanism. For details please refer Corporate Governance Report attached as a separate Annexure-IV.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that—

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) 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 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were 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.

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the rules thereof and the SEBI (LODR) Regulations, 2015, the Board has carried out the evaluation of annual performance of its own, the Directors individually as well as the evaluation of the working of its Committees on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The board was satisfied with the performance evaluation done of the directors.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors was done by the entire Board of Directors which includes:

I. Performance of the Directors and

II. Fulfillment of the Independence criteria as specified in the regulations and their independence from the management.

The Independent Directors are satisfied with the outcome of evaluation.

• Qualifications of Independent Director.

An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Companys business.

• Positive attributes of Independent Directors.

An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications & experience, expertise in any area of business, association with the Company etc. He / She should also devote sufficient time to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

• Independence of Independent Directors.

An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and experience of the person for appointment as Director or at Senior Management level and recommend to the Board for his / her appointment.

The Company shall not appoint or continue the employment of any person as Whole-time Director or Senior Management Personnel if the evaluation of his / her performance is not satisfactory. Other details are disclosed in the Corporate Governance Report under the head Nomination and Remuneration Committee and details of Remuneration (Managing Director / Whole Time Director(s) and Non-Executive Directors) are attached as a separate Annexure-IV to this Report.

This Nomination and Remuneration Policy ("Policy") provides the framework and key guiding principles to be followed in for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior management personnel.

This Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, read with the relevant Rules framed thereunder, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as per Annexure - VI to this Report.

Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed separately as an Annexure-Ill.

Details of employees required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as a separate Annexure, however it is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013 and rules made there under. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

Company has not sanctioned loan to any of its employees for purchase of Companys shares under any scheme.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on Corporate Governance and Management discussion and Analysis have been included in this Annual Report per separate Annexure-lV and Annexure-l respectively.

M/s. K K A K & Co., Chartered Accountants (Firm Registration Number: 148674W), were appointed as the Statutory Auditors at the 12th Annual General Meeting of the Company held on September 28, 2020, for a period of five years i.e., from financial year 2020-21 to financial year 2024-25, to hold office till the conclusion of the 17th Annual General Meeting of the Company. Accordingly, M/s. K K A K & Co., Chartered Accountants would be completing their term as the Statutory Auditors of the Company at this Annual General Meeting.

Upon recommendation of the Audit Committee, the Board of Directors of the Company at their Meeting held on September 01, 2025, have recommended, the re-appointment of M/s. K K A K & Co., Chartered Accountants, as the Statutory Auditors of the Company. M/s. K K A K & Co., Chartered Accountants have confirmed their eligibility for re-appointment under Section 139 read with Section 141 of the Companies Act, 2013. M/s. K K A K & Co., Chartered Accountants will hold office for a period of 5 (five) consecutive years from the conclusion of the ensuing 17th Annual General Meeting of the Company till the conclusion of the 22nd Annual General Meeting subject to the approval by the Shareholders at the ensuing Annual General Meeting.

Necessary resolution for their appointment is included in the Notice of Annual General meeting. The Board proposes to pass the resolution.

There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed, M/s. Shekhawat & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Year 2024-25. The Secretarial Audit Report for FY 2024-25 is annexed, and forms part of this report as Annexure-V.

There are no qualifications or reservations or adverse remarks or disclaimers given by Secretarial Auditors of the Company.

The Company has appointed M/s. A. G. Tulsian & Co., Practicing Cost Accountants (Firm Registration Number: 100629) as Cost Auditors for conducting cost audit for the year 2025-26.

As required by the Companies Act, 2013 the remuneration payable to the Cost Auditor is required to be placed before the members in General Meeting for their ratification. Accordingly, necessary resolution seeking ratification of remuneration payable to cost auditor is included in the notice convening the Annual General Meeting.

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Ajay Maurya as an Internal Auditor of the Company to conduct internal audit for five years beginning from financial year 2024-25 to financial year 2028-29.

The provisions of Section 135 of the Companies Act, 2013 with regard to the Corporate Social Responsibility (CSR) are not applicable to the Company during the year under review.

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate, i.e. March 31, 2025 and the date of the Boards Report.

There is no application pending under the Insolvency and Bankruptcy Code 2016 against the Company.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

All Related Party Transactions that were entered into during the FY 2024-25 were on an arms length basis and in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. Prior approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Committee from time to time at reasonable interval.

The Company presents all related party transactions before the Board specifying the nature, value and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

During the year under review, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material and which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer Notes forming part of the Financial Statements which sets out related party disclosures pursuant to the Accounting Standard 18.

All Insurable interests of the Company including Buildings, Plant & Machinery, Furniture & Fixtures, Inventories and other insurable interests are adequately insured.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-II.

The Company has in place, a mechanism to identify, access, monitor and mitigate various risks towards the key business objectives of the Company. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The risk management system is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

The Risk Management system is also overseen by the Audit Committee / Board of Directors of the Company on a continuous basis. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. The Company has not received any complaints during the year under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

During the year under review, no women employees availed maternity leave. The Company also provides flexible working arrangements and nursing breaks to support employees in balancing work and family responsibilities.

The Company has an effective internal control system commensurate with the size, scale and complexity of its business operations which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, the company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the companys vision. The company appreciates the spirit of its dedicated employees.

The Board of Directors of the Company confirms to the best of their knowledge and belief that the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India as amended from time to time and made applicable by the Ministry of Corporate Affairs during the year under review.

Your directors express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and Registrar of Companies, Gujarat and other Regulatory Bodies.