Hindustan Hardy Ltd Directors Report

[Pursuant to Section 134(3) of the Companies Act, 2013]

To

The Members

HINDUSTAN HARDY LIMITED

Your Directors have pleasure in presenting the Forty Fourth Annual Report of the Company together with the Statement of Accounts for the year ended on March 31,2026.

FINANCIAL RESULTS:

Particulars	For the year ended 31st March 2026	For the year ended 31st March 2025
	Rs. in Lakh	Rs. in Lakh
Revenue from Operations	10879.02	8145.18
Other Income	114.98	51.50
Total Income	10994.00	8196.68
Profit before Interest, Depreciation and Tax	1319.95	1024.93
Finance Cost	34.80	17.86
Depreciation	151.25	112.36
Profit / Loss before tax	1133.91	894.71
Tax Expenses	292.02	235.70
Profit / Loss after Tax	837.89	659.01
Other Comprehensive Income / (loss) for the year	1.75	1.07
Profit / Loss for the year attributable to owners of the company	839.64	660.08
Surplus brought forward from Previous Year	2348.72	1730.60
Profit available for appropriation	3188.36	2390.68
Proposed Dividend	(41.96)	(41.96)
Tax on Proposed Dividend	-	-
Surplus Carried Forward	3146.40	2348.72

OPERATIONS/STATE OF COMPANYS AFFAIRS

Overall, the Company ended the financial year 25-26 with sales that were 34% higher than the previous financial year. Serial production for certain parts that had recently developed ramped up over the course of the year. Additionally export sales increased as the European region performed better than expected.

On a quarterly basis, the first three quarters were comparable and the fourth quarter was the strongest driven by both domestic and export sales. The Middle East war did not impact sales in the fourth quarter as it was too soon into the war for the repercussions to be felt. However costs started to come under pressure.

Steel prices started climbing from the fourth quarter onwards. This was exacerbated by the impact of the Middle East conflict on gas prices. Gas is a critical input for steel production and the forging heat treatment process. Variable costs as a proportion to sales increased due to increase in electricity, manpower and the cost of consumables.

The weakening rupee boosted the profitability of export sales and helped to offset the impact of cost increases. Overall, cost control gained heightened importance and the company increased its focus on productivity, efficiency and value engineering. Better utilization of equipment, improved power consumption, optimization of tooling costs, increased reuse of packaging materials, and continued implementation of productivity improvement initiatives across manufacturing operations are efforts underway to strengthen long-term competitiveness.

Looking ahead, the Company remains focused on expanding its domestic OEM business, strengthening exports, accelerating commercialization of products currently under development, and continuing investments in manufacturing capability, automation and quality systems to support long-term profitable growth.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

The Board of Directors has recommended dividend of @ Rs. 2.80 per share (28%) on the equity shares of the Company for the financial year 2025-2026.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1,2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

OUTLOOK

The global economy remained resilient during FY 2025-26 despite a challenging geopolitical and economic environment. Growth was supported by moderating inflation, easing monetary policy in several major economies and a gradual recovery in global manufacturing activity. However, the year was also marked by heightened geopolitical uncertainty, including the continuing conflicts in Ukraine and the Middle East, which disrupted global trade routes, increased shipping costs and contributed to volatility in energy and commodity markets.

Trade policy uncertainty also intensified during the year, with the imposition and revision of tariffs by several major economies leading to increased uncertainty in global supply chains and investment decisions. While supply chain resilience improved compared with previous years, businesses continued to adapt their sourcing strategies in response to evolving geopolitical and trade risks. Global growth remained modest, with the International Monetary Fund estimating world GDP growth at around 3%, reflecting a stable but subdued economic environment.

India continued to be one of the fastest-growing major economies during FY 2025-26, supported by resilient domestic demand, sustained public investment in infrastructure, and a stable financial system.

The Indian economy continues to demonstrate resilient growth, supported by sustained government investment in infrastructure, increasing mechanization in agriculture and a continued focus on domestic manufacturing. These trends are expected to support long-term demand for the Companys products across the agricultural machinery, construction equipment and industrial sectors.

The Company enters FY 2026-27 with a healthy order pipeline and remains focused on expanding business with existing customers while securing new customers in both domestic and international markets. Continued emphasis on exports and diversification across customer segments is expected to reduce dependence on any single market and provide greater resilience against industry cycles.

However, the economic scenario is challenging. Macroeconomic uncertainty, geopolitical developments and pricing pressures from customers and suppliers continue to pose challenges. The sharp increase in input and manufacturing costs since March 2026 onwards is unprecedented.

Management is focusing on operational improvements through ongoing investments in manufacturing capability, automation, process optimization and employee skill development. Several initiatives undertaken during the year to improve productivity, quality and capacity are expected to contribute to improved operating efficiencies in the coming years.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year ended March 31,2026.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

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 the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

6 (Six) meetings of the Board of Directors of the Company were held during the year on 01.04.2025, 30.05.2025, 13.08.2025, 12.11.2025, 12.02.2026, 13.03.2026. The details of attendance at the meetings of board of directors are provided in the Corporate Governance Report attached in the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A] Appointments:

1. Based on recommendation of the Nomination and Remuneration Committee (‘NRC), and in terms of the provisions of the Act, the Board of Directors appointed Mr. Aurobind Patel (DIN: 00016628) as an Additional Director of the Company w.e.f. March 13, 2026. Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, Mr. Aurobind Patel was appointed as Non-Executive, Independent Director not liable to retire by rotation, for a term of five years, i.e., from March 13, 2026 to March 12, 2031 (both days inclusive), subject to approval by the Members. The Company has received notice under Section 160 of the Act proposing his appointment. The necessary Special Resolution for approval of appointment of Mr. Aurobind Patel as a Non-Executive Independent Director of the Company for a term of five years was passed by the shareholders through postal ballot on May 24, 2026.

2. The Board of Directors at its meeting held on April 01, 2025 re-appointed Mr. Vijay Pathak (DIN 02700611) as the Whole-time Director designated as “Executive Director and Chief Operating Officer” for a term of three years commencing from April 01,2025 to March 31,2028, subject to approval of the Members at the ensuing Annual General Meeting (“AGM”). The shareholders at the AGM held on September, 16, 2025 passed a special resolution approving his re-appointment.

3. The Board of Directors at its meeting held on May 30, 2025, approved the change the Designation of Ms. Devaki Saran (DIN 06504653) as the Chairperson and Managing Director of the Company and payment of revised remuneration to her w.e.f. June 01, 2025 for the residual period of her tenure upto August 13, 2027, subject to approval by the Members. The shareholders at the AGM held on September, 16, 2025 passed a special resolution approving her change in designation.

4. Ms. Devaki Saran resigned as Chief Financial officer w.e.f. June 1,2025. The Board of directors on the recommendation of Nomination and Remuneration Committee, appointed Ms. Mallika Saran as the Chief Financial Officer of the Company w.e.f. June 1,2025.

5. Based on recommendation of the Nomination and Remuneration Committee (‘NRC), and in terms of the provisions of the Act, the Board of Directors appointed Ms. Mallika Saran (DIN: 11005015) as an Additional Director of the Company with effect from April 01, 2025. Further, in accordance with the provisions of Section 196, 197, 198 and 203 read with Schedule V to the Act and applicable SEBI Listing Regulations, Ms. Mallika Saran was appointed as Whole time Director and Chief financial officer (CFO), for a term of three years, i.e., from June 1,2025 to May 31,2028, (both days inclusive), subject to approval by the Members. The Company has received notice under Section 160 of the Act proposing her appointment. The shareholders at the AGM held on September 16, 2025 passed a special resolution approving the appointment as Whole time Director and Chief Financial Officer.

6. In accordance with the provisions of Section 152 of the Act, Mrs. Arati Saran (DIN 01157284), Director, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

B] Cessations: Nil

C] DETAILS OF KMP

In terms of Section 203 of the Act, presently the following are the Key Managerial Personnel (KMP) of the Company:

1. Ms. Devaki Saran, Managing Director and Chairperson

2. Ms. Mallika Saran, Whole-time Director and CFO

3. Mr. Vijay Pathak, Executive Director and COO

4. Ms. Sunita Nisal, Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

Directors who are independent directors, have submitted a declaration as required under section 149(7) of the Act that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and under regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company as on date consists of the following members

1. Mr. Sanjiv Bhasin	Chairman, Independent Director
2. Mr. Navroze S Marshall	Independent Director
3. Mr. Cowasji Jehangir	Independent Director
4. Mr. Aurobind Patel	Independent Director

MEETINGS OF BOARD OF DIRECTORS AND ITS COMMITTEES

The details of meetings of Board of Directors and its committees held during the year and the attendance of directors at the meetings are provided in the Corporate Governance Report attached in the Annual Report.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism (“Vigil Mechanism”) for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Companys website www.hhardys. com.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company https://hhardys. com/investors/policies/Remuneration%20Policy.docx. There has been no change in the policies during the last financial year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They 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;

iii. They have taken proper and sufficient care 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;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the 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 disclosures.

The internal auditors also regularly review the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company is a subsidiary of XLO India Private Limited.

The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2026 is available on the Company website www.hhardys.com

AUDITORS

The Members of the company had, at its Annual General Meeting (AGM) held on 27th September, 2022 appointed M/s. Daga & Chaturmutha, Chartered Accountants, Nashik, (ICAI Registration No101987W) as the Statutory Auditors for a further period of 5 (five) consecutive years from the conclusion of the Fortieth AGM till the conclusion of the Forty-Fifth AGM. M/s.

Daga & Chaturmutha, Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

SECRETARIAL AUDIT AND REPORT

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company was required to appoint Secretarial Auditors for a period of 5 years commencing from FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the AGM held on September 16, 2025, approved the appointment of M/s Parikh & Associates, (Registration No. P1988MH009800), Practicing Company Secretaries, as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the 43rd AGM, until the conclusion of 48th AGM of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through the FY2029-30.

The Report by the Secretarial Auditors of the Company for FY 2025-2026 issued by Parikh & Associates is annexed to this Report as Annexure I.

As regards the references made by the Secretarial Auditors, in their report for FY 2025-2026 with respect to Independent Directors, the company has taken time to find a suitable person for appointment as an Independent director and appointed one more Independent Director on March 13, 2026. The meetings of the board of directors and committees during the year were conducted in compliance of the applicable provisions and regulations. The others references in the report are self-explanatory.

AUDITORS REPORT

The Auditors report does not contain any qualifications, reservations or adverse remarks.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

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

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments during the year ended March 31,2026.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company conducts a monthly review of major risks and actions to minimize these in its Monthly Management Meeting. Efficacy of risk management is also one of the criteria on evaluated in the IATF certification process. Risks are managed by contingency plans that are tested on a period basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure IV.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Boards own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of :-	Performance evaluation performed by :-	Criteria
	Each Individual director Independent directors;	Nomination and Remuneration Committee Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc. Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
	Board, its committees and individual directors	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

In accordance with the provisions of the Act, the details of complaints for the financial year are as follows:

(a) Number of complaints of sexual harassment received during the year: Nil

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

(c) Number of cases pending for more than ninety days: Nil

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

COMPLIANCE OF THE PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company is in compliance with Maternity Benefit Act, 1961 during the financial year 2025- 2026.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

LISTING AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued on September 2, 2015 effective from December 1,2015.

The Company has paid the listing fees to BSE Limited for the year 2026-2027.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website (http://www.hhardys.com).

GREEN INITIATIVES

As a part of Green initiative and in compliance of MCA Circulars, the Annual Report 2025-2026 and Notice of the 44th Annual General Meeting of the Company are sent to all members whose email addresses are registered with the Company / Depository Participant(s).

Members who have not updated their email addresses with the Company may update their email addresses by writing to the Company or Companys Registrar & Share Transfer Agents, M/s Satellite Corporate Services Pvt. Ltd., Office No. A/106-107, Dattani Plaza, East West Compound, Andheri Kurla Road, Sated Pool, Sakinaka, Mumbai-400072. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit, as prescribed, to constitute a Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

In accordance with the applicable laws, the Company has formulated a CSR Policy. The present focus areas of CSR are Education to under privileged, Sustainability for Protection of Wildlife and the environment.

The CSR Report, detailing the Companys CSR spend for FY 2025-2026 forming part of this Report, is furnished in Annexure V.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance Report for FY 2025-2026 is Annexed as Annexure VI.

MAINTAINENCE OF COST ACCOUNTING RECORDS

The company is not required to maintain cost records as specified under section 148(1) of the Companies Act, 2013.

ACKNOWLEDGEMENT

The directors thank the Companys employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Hindustan Hardy family.

	For and on behalf of the Board
Place: Nashik	Devaki Saran
Date: 05.08.2026	Managing Director and Chairperson
	Din:06504653