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 Third Annual Report of the Company together with the Statement of Accounts for the year ended on March 31,2025.

FINANCIAL RESULTS:

Particulars	For the year ended 31st March 2025	For the year ended 31st March 2024
	Rs. in Lakh	Rs. in Lakh
Revenue from Operations	8145.18	6783.92
Other Income	51.50	30.08
Total Income	8196.68	6814
Profit before Interest, Depreciation and Tax	1024.93	781.81
Finance Cost	17.86	24.23
Depreciation	112.36	97.7
Profit / Loss before tax	894.71	659.88
Tax Expenses	235.70	172.95
Profit / Loss after Tax	659.01	486.93
Other Comprehensive Income / (loss) for the year	1.07	21.83
Profit / Loss for the year attributable to owners of the company	660.08	508.76
Surplus brought forward from Previous Year	1730.60	1259.30
Profit available for appropriation	2390.68	1768.06
Proposed Dividend	(41.96)	(37.46)
Tax on Proposed Dividend	-	-
Surplus Carried Forward	2348.72	1730.60

OPERATIONS/STATE OF COMPANYS AFFAIRS

Overall, the Company ended the year with sales that were 20% higher than the previous financial year. Serial production for certain parts that were under development started during the course of the year. Additionally export sales increased due to steps taken in earlier financial years.

On a quarterly basis, the first quarter was the weakest and as expected, the fourth quarter was the strongest driven by both domestic and export sales. Overall, sales in the fourth quarter were 8.5 crores higher than the first quarter and 5 crores higher than the second and third quarter which were comparable.

Steel prices remained relatively stable throughout the year. Variable costs as a proportion to sales improved slightly due to the companies continued efforts to increase efficiency and economies of scale due to higher production levels.

This effort continues as the Company continued its quarterly projects involving all employees to undertake continuous improvement projects targeting various areas such as productivity, quality and cost.

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 2024-2025.

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 in FY 2024-25 demonstrated modest growth amid ongoing geopolitical uncertainties, tight financial conditions, and supply chain realignments. Global GDP growth is estimated at around 3.2%, driven largely by emerging markets, particularly in Asia. For the manufacturing sector, the year was marked by stabilizing input costs, a gradual recovery in global demand, and increased focus on supply chain diversification. While inflationary pressures persisted in certain regions, easing energy prices and improved logistics contributed to a more favorable cost environment for manufacturers worldwide. However, geopolitical tensions and protectionist policies in key markets remained risks to global trade flows.

India remained a bright spot in the global economy, with estimated GDP growth of 6.8%-7.0% during FY 2024-25. The agriculture and construction sectors?key drivers of rural and infrastructure growth?performed well, supporting demand for related machinery and components. Continued government focus on rural development, mechanized farming, and flagship infrastructure programs

such as PM Gati Shakti and the National Infrastructure Pipeline contributed to strong order flows in these segments. The manufacturing industry benefited from the Production-Linked Incentive (PLI) schemes, a favorable policy environment, and robust domestic demand.

Against this favorable macroeconomic and sectoral backdrop, the Company delivered a reasonable performance during FY 2024-25. Demand from both agricultural machinery and construction equipment OEMs remained robust, resulting in a healthy order book.

However, product costs continue to increase as suppliers across the board are pushing for conversion cost increases. On the other hand, the trend is that customers are pushing for turnover based discounts or year-on- year reductions. Therefore cost control is of utmost importance and the company is taking several steps to improve overall efficiency. The company is also focusing on automation, training and skill and machinery upgradation and maximize efficiency.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year ended March 31,2025.

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

4 meetings of the Board of Directors of the Company were held during the year on 22.05.2024, 05.08.2024, 25.10.2024 and 14.02.2025. The details of attendance at the meetings of board of directors are annexed to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A] Appointments:

1. During the year, Mr. Navroze Marshall (DIN 00085754) was appointed as an Independent Director of the Company for a second term of five years commencing from May 22, 2024 to May 21,2029. His appointment was approved by the shareholders at the annual general meeting held on September 20, 2024

2. 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. Cowasji Jehangir Jehangir (DIN: 06625023) as an Additional Director of the Company w.e.f. October 25, 2024 Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, Mr. Cowasji Jehangir was appointed as Non-Executive, Independent Director not liable to retire by rotation, for a term of five years, i.e., from October 25, 2024 to October 24, 2029 (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. Cowasji Jehangir as a Non-Executive Independent Director of the Company for a term of five years has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

3. The Board of Directors at its meeting held on August 05, 2024 re-appointed Ms. Devaki Saran (DIN 06504653) as the Whole-time Director designated as “Executive Director and Chief Financial Officer” for a term of three years commencing from August 14, 2024 to August 13, 2027.The shareholders approved the said reappointment at the annual general meeting held on 20th September 2024.

4. 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. Arati Saran (DIN: 01157284) as an Additional Director of the Company w.e.f. February 14, 2025, subject to approval by the Members. The Company has received notice under Section 160 of the Act proposing her appointment. The necessary Ordinary Resolution for appointment of Ms. Arati Saran as a Non-Executive Director of the Company has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about her.

5. 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”). A special resolution seeking Members approval for his re-appointment forms part of the Notice for the ensuing AGM.

6. 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 necessary Special Resolution for seeking Members approval for her change in designation forms part of the Notice for the ensuing AGM.

7. 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.

8. 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.

9. 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 necessary Ordinary Resolution for her appointment as Director and Special Resolution

for approving the appointment as Whole time Director and Chief Financial Officer has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

10. In accordance with the provisions of Section 152 of the Act, Mr. Vijay Pathak Din-02700611, Director, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

B] Cessations:

11. Mr. Sanjaya Saran, Chairman of the Company expired on January 24, 2025. The Board members expressed their condolences on the demise of Mr. Sanjaya Saran and deep appreciation for guidance provided by him during his tenure as Chairman.

12. During the year under review, Mr. Jehangir Hirji Cawasji Jehangir (DIN 00001451) ceased to be Director of the Company w.e.f. August 07, 2024 upon completion of his term as an Independent Director. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

13. During the year under review, Richard George Koszarek (DIN 00740800) ceased to be a Director of the Company w.e.f. August 14, 2024 upon completion of his term as an Independent Director. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

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 consists of the following members

1.	Mr. Navroze S Marshall	Independent Director
2.	Mr. Sanjiv Bhasin	Chairman and Managing Director
3.	Mr. Cowasji Jehangir	Independent Director

Four meetings of the Audit committee were held during the financial year. The details of attendance of committee meetings is annexed to this 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. 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 (www.hhardys.com). There has been no change in the policies since the last fiscal 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 reviews the adequacy of internal financial control system. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company is a subsidiary of XLO India Private Limited (formerly XLO India 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 31,2025 is available on the Companys website on 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

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2024-2025.

The Secretarial Auditors Report is annexed as Annexure I.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

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

The observation made by the Auditors in their report is self explanatory.

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 31,2025.

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.

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
1.	Each Individual director	Nomination and Remuneration Committee	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.
2.	Independent directors;	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 etc
3.	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 HARASSMENT 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 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 20242025.

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 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 2024-2025.

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 2024-2025 and Notice of the 43nd 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 2024-2025 forming part of this Report, is furnished in Annexure V

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 Corporate Governance were not mandatory to the Company for FY 2024-2025.

MAINTENANCE 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: 13th August, 2025	Chairperson and Managing Director