Hindustan Construction Company Ltd Directors Report

To, The Members of Hindustan Construction Company Ltd.

1. Report

The Board of Directors ("The Board") is pleased to present the 100^th Annual Report together with the Annual Audited Financial Statements for the financial year ended March 31, 2026.

2. Financial Highlights (As per IND AS)

Standalone (Rs in crore)

	Year ended March 31, 2026	Year ended March 31, 2025
Income from Operations	3,937.25	4,801.05
Profit before Finance Cost, Depreciation and Amortisation, Exceptional Items, Other Income and Tax	633.24	932.98
Less: Finance Costs	436.30	506.36
Depreciation and amortisation	25.20	64.65
Exceptional Items – gain	2.18	0
Add: Other Income	99.35	98.03
Profit / (Loss) before Tax	273.27	460.00
Less: Tax Expense	67.46	375.08
Profit/(Loss) after Tax	205.81	84.92
Add: Other Comprehensive Income	-10.84	-7.10
Total Comprehensive Income / (Loss) carried to Other Equity	194.97	77.82

3. Dividend

In order to conserve the resources, the Board has not recommended any dividend for the financial year ended March 31, 2026.

4. Transfer to Reserves

During the year under review, no amount was proposed to be transferred to the general reserve of the Company.

5. Strategic Developments

HCCs long-term priorities build on its demonstrated capability in executing complex infrastructure projects. As HCC enters its second century, it is reinforcing its future readiness through adoption of advanced construction practices, expansion into new segments such as urban mobility and industrial buildings, while investing in machination and digital tools that help drive innovation and increase productivity. Financially, the Company remains focused on maintaining a healthy balance sheet alongside strong risk management, as it readies itself for future growth.

Engineering Leadership & Order Book Growth

Engineering, procurement and construction (EPC) continues to be the core of HCCs business, reflecting its engineering leadership and extensive experience in executing technically complex infrastructure projects. India remains the Companys primary market, where it continues to leverage its establishment and track record across each Indian state. Concurrently, HCC continues to evaluate opportunities in international markets, including Bhutan, Nepal and the Middle East.

The Companys order book strengthened modestly during the year from Rs 11,188 crore to Rs 12,971 crore. During the year, HCC secured new orders worth approximately Rs 8,828 crore (Companys share was Rs 5,636 crore in joint venture). The Company also maintained a strong execution pipeline, with bids under evaluation of over Rs 35,000 crore and an overall pipeline exceeding Rs 50,000 crore, indicating highly visible and large opportunities across transportation, hydro and urban infrastructure.

While government projects continue to dominate the order book, HCC is increasingly engaging with private sector developers, particularly in pumped storage hydro projects and industrial projects. The Company follows strong risk management practice while pricing its tenders, focusing on pedigreed clients and projects with balanced contractual terms, thereby maintaining a high order book quality.

Industry & Global Engagements

HCC leadership is actively engaged in global and national infrastructure dialogue. The Company contributes to the World Economic Forums Global Commission on Nature-Positive Cities and the Engineering & Construction Strategy Officers Group. In India, HCC leadership is active in industry initiatives led by the Confederation of Indian Industry (CII) and the Construction Federation of India (CFI).

6. Share Capital of the Company

As on March 31, 2026, the paid-up Equity Share Capital of the Company was Rs 2,61,94,68,062/- comprising of 2,61,94,68,062 Equity Shares having face value of Rs 1/- each.

During the year under review, following Equity Shares were allotted by the Company:

Type of Issue	Date of Allotment	Number of Equity Shares of face value of Rs 1 each	Issue Price	Amount raised Rs ( in crore)
ESOP	August 7, 2025	92,937	13.45	0.12
Rights Issue	December 23, 2025	79,99,91,900	12.50	999.99
Total		80,00,84,837		1,000.11

7. Operations

The Company achieved turnover of Rs 3,937.25 crore during financial year 2025-26 as compared to Rs 4,801.05 crore during financial year 2024-25 and secured 7 contracts aggregating to Rs 8,828 crore (Companys Share was Rs 5,636 crore) in joint venture.

8. Subsidiaries and Associate Companies HCC Infrastructure Company Ltd.

HCC Infrastructure Company Ltd. (HICL) functions as the infrastructure development and investment platform of Hindustan Construction Company Limited for projects executed under the Public-Private Partnership (PPP) framework. The Company undertakes infrastructure development through various concession models, including Build-Operate-Transfer (BOT), Build-Own-Operate-Transfer (BOOT) and Hybrid Annuity Model (HAM), contributing to the creation of long-term infrastructure assets across India.

During the year under review, HCC Operations & Maintenance Limited (Step-Down Subsidiary) was amalgamated into Badarpur Faridabad Tollway Limited (Step-Down Subsidiary) pursuant to Order passed by Honble NCLT Mumbai and filed with Ministry of Corporate Affairs on September 30, 2025.

The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of the Subsidiaries, Associates and Joint Ventures of the Company are provided in Form AOC-1, which forms part of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

The Companys policy for determining material subsidiaries can be accessed by weblink https://hccindia.com/uploads/ Investors/Policy%20for%20determining%20Material%20 Subsidiaries.pdf

9. Public Deposits

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013 ("The Act") during the year under review. There were no such deposits outstanding at the beginning and end of the financial year 2025-26.

10. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

Disclosures pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") have been made in the notes to the Financial Statements forming part of this Annual Report.

11. Employee Stock Option Scheme (ESOP)

3,71,748 stock options were granted to an eligible employee under the HCC Employee Stock Option Scheme 2008 ("HCC ESOP Scheme) on March 16, 2023. Each option, when exercised, would entitle the holder to subscribe for one Equity Share of the Company of face value Rs 1/- each.

Out of these, 1,85,874 Equity Shares having face value of Rs 1/- each were allotted on August 5, 2024 for cash at an issue price of Rs 13.45 (including a share premium of Rs 12.45 per share) and 92,937 Equity Shares having face value of Rs 1/- each were allotted on August 7, 2025 for cash at an issue price of Rs 13.45 (including a share premium of Rs 12.45 per share), pursuant to the exercise of vested stock options.

Further, 92,937 unvested stock options lapsed upon resignation of the said employee. Accordingly, 83,64,339 stock options were available for grant to eligible employees as on March 31, 2026.

Disclosures pursuant to provisions of the Companies (Share Capital and Debentures) Rules, 2014 read with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out at Annexure I to this Report.

A certificate from BNP & Associates, Secretarial Auditors of the Company, certifying that the Companys ESOP Scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Resolution passed by the Members for approving the Scheme shall be placed in the ensuing Annual General Meeting.

12. Consolidated Financial Statements

In accordance with the Act and implementation requirements of Indian Accounting Standards

("IND-AS") on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Annual Audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed Form AOC-1 is annexed to this Annual Report.

Pursuant to Section 136 of the Act, the Financial

Statements of the Subsidiaries are available on the website of the Company under the Investors Section and can be accessed by weblink https://www.hccindia.com/investors/ subsidiary-companies-financial-statements

13. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India ("SEBI").

The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by Vice Chairman & Managing Director of the Company stating that the Members of the Board and Senior Management have affirmed the compliance with Code of Conduct of the Board and Senior Management, is attached to the report on Corporate Governance.

14. Directors

Mr. Arjun Dhawan, Executive Vice Chairman was appointed as the Vice Chairman & Managing Director of the Company, for a period of 5 (five) consecutive years with effect from June 26, 2025, not liable to retire by rotation and approved by the Members of the Company at the 99^th Annual General Meeting held on August 12, 2025.

Mr. Jaspreet Bhullar has ceased to be MD & CEO of the Company with effect from June 23, 2025.

Mr. Arun Karambelkar, Non-Executive, Independent Director of the Company ceased to be Director upon his demise on November 2, 2025.

Mr. Aditya Pratap Jain, Non-Executive, Non-Independent Director of the Company is liable to retire by rotation at the ensuring 100^th Annual General Meeting and, being eligible, has offered himself for re-appointment.

Brief profiles of the Directors seeking appointment / re-appointment has been given as an annexure to the Notice of the ensuing 100^th AGM.

The Independent Directors of the Company viz. Mr. Santosh Janakiram, Mr. Mahendra Singh Mehta, Dr. Mita Dixit and Mr. Ramesh Subramanyam have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. Key Managerial Personnel

Mr. Girish Gangal retired from the position of Chief Financial Officer with effect from May 31, 2025 and Mr. Rahul Shukla was appointed as Chief Financial Officer in his place with effect from June 1, 2025.

As on March 31, 2026, the following persons were the Key Managerial Personnel ("KMP") of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:

i. Mr. Arjun Dhawan, Vice Chairman & Managing Director*

ii. Mr. Rahul Shukla, Chief Financial Officer$

iii. Mr. Nitesh Kumar Jha, Company Secretary and Compliance Officer

Notes

^*Appointed as Vice Chairman & Managing Director w.e.f. June 26, 2025. ^$Appointed as Chief Financial Officer of the Company w.e.f. June 1, 2025.

16. Board Committees

The Board had constituted / re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the Committees are taken by the Board. The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of this Annual Report.

17. Meetings

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of the Company. The Board met 5 times during the financial year 2025-26 on May 8, 2025, June 26, 2025, August 7, 2025, November 6, 2025 and February 12, 2026. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

18. Familiarisation Program of Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed by weblink https://hccindia.com/ uploads/Investors/Policy%20for%20Familiarisation%20 Program%20for%20Independent%20Directors.pdf

19. A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment / re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

20. Independent Directors Meeting

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one Meeting in a financial year without the attendance of Non-Independent Directors and Members of Management.

During the year under review, Independent Directors met separately on February 12, 2026, inter-alia, for

• Reviewing the performance of Non-Independent Directors and the Board of Directors as a whole.

• Reviewing the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors.

• Assessing the quality, quantity and timelines of flow of information between the Company Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties.

21. Performance Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its Committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board / Committee Meetings and guidance / support to the management outside Board / Committee Meetings.

As mentioned earlier, the performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

22. Criteria for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Companys website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Nomination-and-Remuneration-Policy.pdf

23. Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management and lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Companys website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Nomination-and-Remuneration-Policy.pdf

24. Corporate Social Responsibility Policy

Corporate Social Responsibility ("CSR") provisions as contained in the Section 135 of the Act are applicable to the Company. However, no CSR amount was required to be spent on CSR activities during the financial year ended March 31, 2026.

A brief outline of the CSR Policy as recommended by the CSR Committee and approved by the Board and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this Report in the prescribed format.

The said Policy is available on the Companys website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Corporate_Social_Responsibility_Policy.pdf

25. Related Party Transactions

The related party transactions attracting the compliance under the Companies Act, 2013 and / or the SEBI Listing Regulations were placed before the Audit Committee and / or Board and / or Members for necessary review / approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

There are no details to report in Form AOC-2 with respect to the contracts / arrangements / transaction with related parties in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 for the financial year 2025-26.

The Related Party Transaction Policy is available on the Company website and can be accessed by weblink https://hccindia.com/uploads/Investors/Policy%20for%20 Related%20Party%20Transactions.pdf

26. Business Responsibility and Sustainability Report

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, Business Responsibility and Sustainability Report for the financial year 2025-26 in the format prescribed by the SEBI is furnished at Annexure III of this Report.

27. Directors Responsibility Statement

In accordance with the provisions of Section 134(3) of the Act, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

b) the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2026 and of the Profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

e) the internal financial controls have been laid down to be followed by the Company and such controls are adequate and are generally operated effectively during the year.

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

The Statutory Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively.

28. Industrial Relations

The industrial relations continued to be generally peaceful and cordial during the year under review.

29. Transfer of Unclaimed Dividend and Equity Shares to Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF. During the year under review, there were no unclaimed dividend or Equity Shares due to be transferred to the IEPF Authority pursuant to IEPF Rules.

30. Particulars of Employees and other additional information

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure IV. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding statement containing particulars of top 10 employees and the employees, drawing remuneration in excess of limits prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which forms part of this Report. The said statement is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@hccindia.com.

31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014 is given in Annexure V forming part of this Annual Report.

32. Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

33. Statutory Auditors

The Members of the Company, at their 98^th Annual General Meeting ("AGM") held on September 17, 2024, had approved the appointment of M/s. Mukund M Chitale & Co., Chartered Accountants, Mumbai, bearing Firm Registration No. 106655W, for term of 5 consecutive years, as the Statutory Auditors of the Company, to hold office from the conclusion of that AGM until the conclusion of the 103^rd AGM to be held in the year 2029.

34. Boards Comments on Statutory Auditors Qualifications

The explanations on the qualifications / observations / matter of emphasis given by the Statutory Auditors in their Audit Reports have been provided in the respective Notes to the Standalone and Consolidated Financial Statements.

35. Secretarial Audit

Secretarial Audit of the Company for the financial year 2025–26 was conducted by M/s. BNP & Associates, Company Secretaries in Practice and that of HCC Infrastructure Company Limited (Material Subsidiary) was conducted by M/s. Vinay Angane & Associates, Company Secretaries in Practice, in accordance with the provisions of Section 204 of the Companies Act, 2013. The respective Secretarial Auditors Reports are annexed to this Annual Report as Annexure VI.

The Secretarial Auditors observations are self-explanatory.

36. Cost Audit

The Company is maintaining the accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and Rules made thereunder.

In compliance with the provisions of Section 148 of the Act, the Board had at its Meeting held on August 7, 2025, appointed M/s. Joshi Apte & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2025-26.

In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors is required to be ratified by the Members. Accordingly, necessary resolution is proposed at the 100^th Annual General Meeting for ratification of the remuneration payable to the Cost Auditors for financial year 2025-26.

37. Risk Management

The Company has established a well-documented and robust risk management framework under the provisions of the Act. Under this framework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks are managed systematically by categorizing them into Enterprise Level Risk & Project Level Risk. These risks are further broken down into various subcategories of risks such as operational, financial, contractual, order book, project cost and time overrun etc. and proper documentation is maintained in the form of activity log registers, mitigation reports, and monitored by respective functional heads. Review of these risk and documentation is undertaken by Risk Management Committee regularly at agreed intervals. Further, the Risk Management Committee has been assigned the roles and responsibilities as specified in Schedule II of the SEBI Listing Regulations.

38. Internal Control Systems and their adequacy

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:

• assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorised, recorded and reported correctly.

• financial and other data are reliable for preparing financial information.

• other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audit program and review by management along with documented policies, guidelines and procedures.

39. Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

40. Whistle Blower Policy / Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink https://hccindia.com/uploads/ Investors/Vigil_Mechanism_Policy.pdf

41. Prevention of Sexual Harassment

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

Number of complaints filed during the financial year: Nil

Number of complaints disposed of during the financial year: Nil

Number of complaints pending as on end of the financial year: Nil

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

42. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

43. Significant and material Orders passed by the Regulators/Courts, if any

There are no significant or material Orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

44. Material changes and commitment if any, affecting financial position of the Company from the end of financial year till the date of the 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 to which the Financial Statements relate and the date of this Report.

45. Annual Return

The Company has uploaded Annual Return on the website of the Company and can be accessed by weblink https://www.hccindia.com/investors.

46. Green Initiatives

In line with the Green Initiatives, the Notice of 100^th Annual General Meeting of the Company is being sent to all Members whose email addresses are registered with the Company / Depository Participant(s). Members who have not registered their e-mail addresses, are requested to register their e-mail IDs with their Depository Participant(s) / Companys Registrar and Share Transfer Agents, MUFG Intime India Pvt Ltd.

47. Dividend Distribution Policy

Dividend Distribution Policy of the Company endeavours for fairness, consistency and sustainability while distributing profits to the Members and same is attached to this Report as Annexure VII.

48. Compliance with the provisions relating to the Maternity Benefits Act, 1961

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

49. Other Disclosures

During the year under review:

• no proceedings are admitted under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

• no shares with differential voting rights and sweat equity shares have been issued;

• there has been no change in the nature of business of the Company.

50. Acknowledgement

The Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Companys valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

The Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

Registered Office:	For and on behalf of Board of Directors
Hincon House, Lal Bahadur Shastri Marg,	Ajit Gulabchand
Vikhroli (West), Mumbai 400 083	Chairman
Place: Mumbai
Date: May 14, 2026