Hindustan Adhesives Ltd Directors Report

To

The Members,

The Directors have pleasure in presenting the 37^th Annual Report of the company together with the financial statements, for the year ended on 31^st March 2025.

FINANCIAL PERFORMANCE OF THE COMPANY:

During the Financial Year 2024-2025, The Financial position of the Company is as under:

	Standalone	Consolidated
	For the Year ended 31st March, 2025	For the Year ended 31st March, 2024	For the Year ended 31st March, 2025	For the Year ended 31st March, 2024
Gross Sales and Other Income	28933	30717	28933	30717
Less: Total Expenses	26787	28532	26787	28532
Profit / (Loss) before tax	2146	2185	2146	2185
Provision for tax	607	544	607	544
Net Profit/(Loss)	1537	1641	1537	1641

Results of Operations and the state of Companys affairs Key Highlights of Financial performance

i) Turnover: The Companys turnover for FY 2024-25 registered at Rs 289.33 Crores. This represents a marginal decrease when benchmarked against the Rs 307.17 Crores achieved in the previous financial year, FY 2023-24. This subtle decline in revenue reflects the prevailing market conditions and operational adjustments undertaken during the period under review.

ii) Profitability: Despite the slight dip in turnover, the Company maintained a healthy level of profitability. For the fiscal year 2024-25, the Company reported a profit of Rs 15.37 Crores. While this figure is slightly lower than the Rs 16.41 Crores recorded in FY 2023-24, it underscores the Companys continued ability to generate positive returns amidst varying business conditions. The management remains committed to optimizing operational efficiencies and cost structures to sustain and enhance profitability in the upcoming periods.

iii) Outlook: The Company continues to navigate a competitive environment, and the results for FY 2024-25 highlight both the challenges and the resilience demonstrated during this period. Strategic initiatives are underway to address the factors contributing to the slight decrease in turnover and profit, with a focus on exploring new revenue streams, strengthening existing market positions, and enhancing overall operational effectiveness. The Company is optimistic about its ability to rebound and achieve stronger financial performance in the future.

DIVIDEND:

To conserve the funds for the business of the Company including the funding for the expansion plans, your directors regret their inability to recommend any dividend for the financial period 2024-25.

RESERVES:

Taking into account overall financial performances of the Company, your Directors have not transferred any amount to the General Reserve Account.

STATE OF COMPANYS AFFAIR:

The Company is pleased to present the results for the financial year 2024-25, albeit with a small decrease in sales and profits. The company focused on high value products, which gave substantially high margins to the company and hence retained its profits, as also reduced sales of low value added products resulting in much lower sales.

The Company had completed all its planned expansions to increase the capacities of its manufacturing unit in the Kutch region of the state of Gujarat for manufacturing BOPP Packaging Tapes for the international markets. Unfortunately, the imposition of higher import duties on supplies from India to the USA, has impacted the capacity utilisation and profits of the company.

The company was fortunate to be able to acquire all the movable assets/plant and machinery of the leading manufacturer of Self Adhesive Tear Tapes in the world and relocate the same to its existing factory in Dadri in Uttar Pradesh, build a new factory in Howrah- West Bengal, Surabaya in Indonesia besides have arrangements for finishing the goods in Paraguay in South America, for making high value added products and is confident of a substantial increase in sales and profits in the current financial year.

The Company will also be participating in a number of overseas exhibitions this financial year to increase its overseas sales and has also appointed many sales representatives and distributors around the globe to sell its products.

The Company also continues to make efforts to increase the sales of Carton Sealing Tapes in the domestic markets and other Specialty Adhesive Coated products by providing the customers an excellent quality product backed by dedicated customer services from its unit located in north India.

The company is looking for adding new products in its existing product range and during the current year it has invested to set up new manufacturing facilities by way of a 100% subsidiary company namely Bagla Technopack Private Limited, which will start production in the current financial year for manufacturing highly innovative and sustainable packaging for the food industry.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review, no changes have occurred in the nature of the Companys business.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of the director report of the Company to which the financial statements relates except that in May 2025 the Hindustan Adhesives Limited (HAL) approved the acquisition of the remaining 4899 shares of PT. Bagla Group Indonesia from Bagla Polifilms Limited thereby increasing Hindustan Adhesives Limiteds shareholding in the said company from 51% to 99.99%, making it a Wholly Owned Subsidiary of Hindustan Adhesives Limited.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

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

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

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 and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website https://www.bagla-group.com/investor-relations/.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, the company has one wholly owned subsidiary company named Bagla Technopack Private Limited and one subsidiary company PT. Bagla Group Indonesia.

Further During the year in October 2024, the Company has incorporated a Company in Indonesia named as PT. Bagla Group Indonesia with an authorized Capital of Indonesian Rupiah 10,00,00,00,000 as a subsidiary of the Company with a commitment of capital contribution of 51% by the Hindustan Adhesives Limited (HAL) and balance 49% by the other group company M/s. Bagla Polifilms Limited (BPL). Afterwards in May 2025 the Hindustan Adhesives Limited (HAL) approved the acquisition of the remaining 4899 shares of PT. Bagla Group Indonesia from Bagla Polifilms Limited thereby increasing Hindustan Adhesives Limiteds shareholding in the said company from 51% to 99.99%, making it a Wholly Owned Subsidiary of Hindustan Adhesives Limited.

The Company does not have any associate or Joint Venture Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys wholly owned subsidiary in Form AOC-1 is attached as "Annexure A".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Pursuant to provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of loans given, guarantees provided and investments made by the Company during the Financial year 2024-25 are disclosed in the notes to Financial Statements which forms part of this report.

DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V-Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.The Company had taken unsecured loan from managing director as per note no. 46(B) of Notes to accounts. The said Director had submitted a declaration that said unsecured loan were provided to the Company out of his own fund.

AUDITORS AND AUDITORS REPORT:

(1) STATUTORY AUDITORS:

The Report given by M/s. Salarpuria & Partners, Chartered Accountants (Firm Registration No: 302113E)), Statutory Auditors on the financial statements of the Company for the Financial year 2024-25 is part of Annual Report. The Notes on financial statements referred in Auditors Report are self-explanatory and do not call for any further comments. However, there has been qualification, adverse remark or disclaimer in their Report on Financial Statement for F.Y. 2024-25.

Basis for Qualified Opinion

As stated in Note 37 to the Standalone financial statements, the Company has recognized an insurance claim receivable amounting to Rs 212.85 Lacs in respect of loss of plant and machinery due to fire at Roorkee Plant. As of the reporting date, no survey report or formal acceptance from the insurance company was available, and therefore management has not demonstrated that recovery of this amount is virtually certain, as required by Ind AS 10 - Events after the Reporting Period and Ind AS 37 -Provisions, Contingent Liabilities and Contingent Assets. In our view recognition of this receivable and not charged the loss on destruction of plant and machinery due to fire. Had the Company not recognized this receivable, Profit and Loss would have been lower by Rs 212.85 Lacs and retained earnings would have been lower by Rs. 212.85 Lacs as at 31st March 2025.

Managements Views on the Qualified Opinion: The Qualification by Auditors is in relation to the ascertainment of loss due to fire of an insurance claim of Rs.212.85 Lakhs, Based on past experiences of settlement of insurance claims of the Company and coverage of loss event under the terms and coverage of insurance, the management is confident of recovering the same in full. The auditors have modified their review report on the recognition of the insurance claim since the acknowledgment from the Insurance Company is pending and Ind AS 37 requires that the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received.

The management is pleased to inform you that the entire building and depleted balance machinery have been insured at reinstatement values, and we are hopeful of recovering the total estimated loss. There is no significant loss of goods as the company had stopped production since May 2024, as already intimated to the BSE. The insurance surveyor has already surveyed the premises, and due to the procedural time required, we are hopeful of getting the claim settled in the current financial year without any financial loss to the company.

(2) SECRETARIAL AUDITORS:

a) Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Puneet Kumar Pandey, a Company Secretary in Practice to undertake the Secretarial Audit of the Company and wholly owned Subsidiary for the year ended 31^st March, 2025. The Secretarial Audit Report is annexed as "Annexure B".

b) CERTIFICATE BY PRACTICING COMPANY SECRETARY

The secretarial Auditor of the company Mr. Puneet Kumar Pandey has issued a certificate that none of Director on the Board of the Company have been Debarred or disqualified from being appointed or continuing as a directors of the Companies by the board/Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as "ANNEXURE C".

(3) INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company is required to have an Internal Auditor. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of

M/s SJC & Co., Chartered Accountants (Firm Registration No. 031696N) as the Internal Auditor of the Company. (4) COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant rules made thereunder or any amendments thereof, the Company is required to maintain cost records and accordingly such accounts and records are made and maintained by the Company in respect of its business activity and the same is required to be audited. Your Board had, upon the recommendation of the Audit Committee, appointed M/s JSN & CO., Cost Accountant to audit the cost accounts of the Company for the Financial Year 2025-26 at a remuneration of upto 75,000 (Rupees Seventy Five Thousand) plus taxes and out-of-pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for ratification.

Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s JSN & CO., Cost Auditors is included in Notice convening the Annual General Meeting. The Notes referred to in the Cost Auditors Report are self-explanatory and do not call for any further comments.

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

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the Secretarial Auditors has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boards Report.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 5,11,63,000. During the year under review, the Company has not issued any shares.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company as at March 31, 2025 can be accessed through the web link www.bagla-group.com.

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

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, is annexed herewith as "ANNEXURE D".

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is a way of conducting business, by which corporate entities visibly contribute to the social good. The essence of CSR is to integrate economic, environmental and social objectives with the Companys operations and growth. CSR is the process by which an organization thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies.

In accordance with the provisions of section 135 of the Act read with the Companies (Corporate Social Responsibility policy) Rules, 2014, the annual report on Corporate Social Responsibility activities is given at "Annexure- E" to this Report. The CSR committee comprises two Non-executive Independent Directors namely Shri. Ravi Kumar Aggarwal and Shri. Pawan Kumar Gupta and One Executive Director namely, Shri Madhusudan Bagla.

The details of CSR Committee meetings and attendance of the members there are provided in the Corporate Governance Report and forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors as on March 31, 2025 are as under:

Name of the Director	DIN No.	Designation
1 Mr. Madhusudan Bagla	01425646	Managing Director
2 Mrs. Urmila Goenka	01165727	Whole-time director
3 Mr. Ashok Kumar Pathak	09283908	Whole-time director
4. Mr. Sudeep Pande	08212946	Independent Director
5. Mr. Pawan Kumar Gupta	08506390	Independent Director
6. Mr. Ravi Kumar Aggarwal	00114359	Independent Director

*Mr. Pawan Kumar Gupta (DIN 08506390) has been resigned from the position of Non-Executive Independent Director w.e.f. 30^th June, 2025.

I. Retirement by rotation and subsequent re-appointment:

Pursuant to provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company Mr. Ashok Kumar Pathak (DIN: 09283908) Whole-Time Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment.

II. Appointments/Resignation

During the year Mr. Suresh Ajila resigned from the position of Whole Time Director and Mr. Amit Kumar resigned from the position of Independent Director w.e.f August 14, 2024.

III. Declaration of Independence from Independent Director

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section149 of the Companies Act, 2013.

Key Managerial Personnel (KMPs)

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Twelve meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION:

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 31st March, 2025, wherein the performance of the non-independent directors including Chairman was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

AUDIT COMMITTEE:

The Company being a Listed Company was required to constitute an Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was required to constitute a Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and as per the listing regulations, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism. The policy adopted by the company is also posted on the website of the company www.bagla-group.com.

NOMINATION AND REMUNERATION COMMITTEE:

The Company being a Listed Company was required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report.

Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the company. Remuneration of the employees are revised on timely basis and based on their performances. The company generally sees the ability and review the performance of the candidate before the appointment of the Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution.

Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material (i.e. transactions exceeds rupees one thousand crore or ten percent of the annual consolidated turnover, whichever is lower as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Further, there were no transactions undertaken during the year which were not at an arms length basis, hence the disclosure under Form AOC-2 is not applicable to the Company.

During the year under review, the policy on Materiality of the Related Party Transactions and on dealing with the Related Party Transactions was amended to align it with the amendments in the listing Regulations.

Members may refer to Note No. 50 of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

RISK MANAGEMENT POLICY:

The Board reviews the risks faced by the Company and formulates risk management and mitigation procedures from time to time, which are also reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, customer service, market, litigation, logistics, project execution, financial, human resources, environment and statutory compliance.

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

In adherence to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules made thereunder, your Company has constituted an Internal Complaints Committee to redress complaints regarding sexual harassment.

The details pertaining to complaints received on matters pertaining to sexual harassment during the Financial Year 2024-25 are as below:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed of during the year: Nil

(c) number of complaints pending for more than ninety days: NA

SECRETARIAL STANDARD

The Company complies with all applicable mandatory secretarial standards issued by the institute of Company Secretary of India.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with the report as "ANNEXURE F".

OTHER DISCLOSURES:

a) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

b) There was no instance of onetime settlement with any Bank or Financial Institution.

c) The Company has complied with provisions relating to the Maternity Benefit Act, 1961.

DIRECTORS RESPONSIBILITY STATEMENT:

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) for the financial year ended March 31, 2025, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit of the Company for the year ended March 31, 2025.

c) That proper and sufficient care has been taken 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) The annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Further, in compliance with Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), the Board confirms that the Company has used accounting software that has a feature of recording an audit trail (edit log) of each and every transaction and preserving such audit trail: From 1st April, 2024 to 30th September, 2024, the Company maintained its books of account in Tally ERP, with the audit trail feature for changes at the application layer by a super user enabled and preserved.

With effect from 1st October, 2024, the Company transitioned to Zoho ERP, a cloud-based accounting and ERP software operated via a third-party service provider. The audit trail feature, including for changes by super users at the application level, has been enabled and preserved from the date of implementation.

The Board affirms, based on representations from management, that Zoho ERP has the necessary functionalities to ensure a complete and secure audit trail in compliance with statutory requirements.

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support and co-operation of all stakeholders particularly shareholders, bankers, financial institutions, customers, suppliers and business partners.

	By order of the Board of Directors of
	HINDUSTAN ADHESIVES LIMITED
	ASHOK KUMAR PATHAK	MADHUSUDAN BAGLA
Date: 04.09.2025	(WHOLE-TIME DIRECTOR)	(MANAGING DIRECTOR)
Place: New Delhi	DIN: 09283908	DIN:01425646