Hindustan Motors Ltd Directors Report

to the Members

Dear Shareholders,

Your Directors present their Eighty-fourth (84th) Annual Report together with audited financial statements of the Company for the year ended March 31, 2026.

FINANCIAL PERFORMANCE

During the year under review, the Companys revenue/Other Income is Rs.1226 Lacs compared to Rs.2438 Lacs in the previous financial year. The financial performance of the Company for the year ended 31st March, 2026 is summarized below:

(Rs. in Lacs)

Particulars	2025-26	2024-25
Gross Revenue from Operations/Other Income	1226	2438
Net Revenue from Operations/Other Income	1226	2438
Profit/(Loss) before Exceptional items and Tax	830	1867
Exceptional items (Net)	(835)	-
Profit/(Loss) before Tax	(5)	1867
Tax Expenses	(3)	311
Net Profit/ (Loss) after tax	(2)	1556
Other Comprehensive Income
a) Item that will not be reclassified to profit or loss	(16)	0.26
b) Item that will be reclassified to profit or loss	33	-
c) Tax on Comprehensive Income	-	-
Total Comprehensive Income for the year (Comprising Profit/(Loss) for the year (after tax)	15	1557

COMPANYS PERFORMANCE

The revenue account shows a profit of Rs.15 Lacs after providing Rs.4 Lacs for depreciation & amortisation expense. There is a deficit of Rs.10059 Lacs after adjusting revaluation reserve for land and building in the Statement of Profit and Loss as at the end of the current year as against Rs.10752 Lacs in the last year

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31st March, 2026 is included in the annual accounts.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE

The Company is not having any subsidiary / associate company/ Joint Venture and therefore consolidated accounts of the Company have not been prepared. Accordingly, disclosure vide prescribed form AOC-1 in this regard is also not applicable to the Company.

SHARE CAPITAL

There has been no change in the share capital of the Company during the year under report. The paid-up equity share capital of the Company as on 31st March, 2026 was Rs.104.41 Crores.

DIVIDEND

There is no operational profit in the Statement of Profit & Loss after taking into account the results for the year under review. As such, Board of Directors of the Company has not considered recommending any dividend on the equity shares of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to any reserves during the year under report.

REVIEW OF OPERATIONS

There has been no change during the period under review in the nature of business of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the year under report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

• The Company has been continuously rationalising the cost post suspension of work at Uttarpara plant. It has reduced the fixed cost including employee cost considerably. It has reduced the employee liability to a large extent. The Government of West Bengal repeatedly ignored our proposal for revival with the entry in the data centres and warehousing business with Hiranandani and further EV bike project in collaboration with a European collaboration -Revolt Motors. But the Government of West Bengal, passed an order for the resumption of Uttarpara Land in the November, 2022. Against such resumption order, the Company knocked down the door of WBLRTT and Honble Calcutta High court and in routine filed a SLP before Honble Supreme Court of India. However, our petition has already been rejected by The Supreme Court of India on 17-07-2025. Unfortunately, prior to the verdict of Honble Supreme Court of India, the Government of West Bengal had resumed the land without giving proper notice period.

• Now the Company is going to file review petition before Honble Court to reconsider our petition and grant a portion of land under Section 6(1)(c) of West Bengal Estates Acquisition Act, 1953, as the retainer of land for more than 50 years. Our developed industrial land can promote the engineering and ancillary unit in the State.

• Further, the Company continues to explore the new avenues of business growth. The Company is seeking for new business partner/ technology partner for capitalising the other assets of the Company, other than West Bengal.

• At present the accumulated losses of the Company was brought down to Rs.10,059.47 Lacs as on 31st March, 2026 as compared to Rs.25,218.07 Lacs as on 31st March, 2017. The net worth of the Company is Rs.3,186.19 lacs as on 31st March, 2026 as compared to net worth of Rs.2,461.44 Lacs as on 31st March, 2025, which was negative of Rs.1,632.50 Lacs as on 31st March, 2023. The Company is presently debt free (Financial debt) barring few liabilities which stand mainly on employee account & other liabilities. At present, the current asset of the Company exceeds the current liabilities resulting in favourable current ratio and reflects that Company has sufficient liquidity to meet its liabilities.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the requirement of Section 135 of the Companies Act, 2013, CSR is applicable to company for the financial year 2025-2026. The Company was not required to constitute CSR Committee as per Section 135(9) of Companies Act, 2013.

Details of the CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in the Annual Report as Annexure 1 . The Companys Policy on Corporate Social Responsibility is available on the website of the Company at .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Companies Act, 2013 (the Act), during the financial year ended 31st March, 2026.

RELATED PARTY TRANSACTIONS

AH transactions entered into with Related Parties during the financial year 2025-26 as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arms length basis. Details of transactions with related party during the financial year 2025-26 are provided in Note No.33 of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 are given in the prescribed form AOC-2 as Annexure 2 . Weblink for the policy on the website is .

PUBLIC DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS & AUDIT REPORTS

(i) Statutory Auditors

The Auditors Report for the financial year 2025-26 contains qualified opinion that there is material uncertainty about the Companys ability to continue as going concern. Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, notifications/ circulars issued by the Ministry of Corporate Affairs, from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by its officers or employees of the Company Statutory Auditors Qualification

Basis for Qualified Opinion

Attention is drawn to the following Note to the financial statements:

Note 40 to the financial statements, which indicates that during the year the Government of West Bengal has resumed and taken possession of the entire land that comprised of factory at Uttarpara and accordingly, the Company has written off the said property in its books. The Company has incurred losses during the year and does not have any operations since long back, leading to a material uncertainty about the Companys ability to continue as going concern. However, the Company continues to prepare its financial statements on a going concern basis for the reasons stated in the said Note.

Explanation

The Company has been continuously rationalising the cost post suspension of work at Uttarpara plant. It has reduced the fixed cost including employee cost considerably. It has reduced the employee liability to a large extent. The GoWB repeatedly ignored our proposal for revival with the entry in the data centres and warehousing business with Hiranandani and further EV bike project in collaboration with a European collaboration -Revolt Motors. But the GoWB, passed an order for the resumption of Uttarpara Land in the November, 2022. Against such resumption order, the company knocked down the door of WBLRTT and Honble Calcutta High court and in routine filed a SLP before Honble Supreme Court of India. However, our petition has already been rejected by The Supreme Court on 17-07-2025. Unfortunately, prior to the verdict of Honble Supreme Court, the GoWB had resumed the land without giving proper notice period.

Now the company is going to file review petition before Honble court to reconsider our petition and grant a portion of land under Section 6(1)(c) of West Bengal Estates Acquisition Act, 1953 as the retainer of land for more than 50 years. Our developed industrial land can promote the engineering and ancillary unit in the state.

Further, the Company continues to explore the new avenues of business growth. The Company is seeking for new business partner/ technology partner for capitalising the other assets of the company, other than West Bengal.

At present the accumulated losses of the Company was brought down to Rs.10,059.45 Lacs as on 31st March, 2026 as compared to Rs.25,218.07 Lacs as on 31st March, 2017. The net worth of the Company is Rs.3,186.19 lacs as on 31st March, 2026 as compared to

net worth of Rs.2,461.44 Lacs as on 31st March, 2025, which was negative of Rs. 1,632.50 Lacs as on 31st March, 2023. The Company is presently debt free (Financial debt) barring few Liabilities which stand mainly on employee account & other liabilities. At present, the current asset of the Company exceeds the current liabilities resulting in favourable current ratio and reflects that Company has sufficient liquidity to meet its liabilities. The Company continues to prepare its accounts on a going concern basis.

(ii) Cost Records

The Company is not required to maintain Cost Audit records in terms of section 148(1) of the Companies Act,2013. Accordingly, Cost Audit is also not applicable to the Company.

(iii) Secretarial Audit

The Report of the Secretarial Auditor for the financial year 2025-2026 is annexed herewith as Annexure-3 . There are no qualifications or observations or remarks made by Secretarial Auditor in his report.

RISKS AND CONCERNS AND ITS MANAGEMENT

The Company has a Corporate Risk Management Charter to identify the nature and magnitude of risk associated with the Company and to take steps for mitigating the impact of such risks. The Board continuously identify and prioritize the risks associated with the functioning of the Company, lays down mitigation plan for identified risks with assigning responsibilities and adequately monitoring and managing the same. These are reviewed periodically.

FRAUD

No case of any fraud has been detected during the year under report. None of the auditors of the Company has reported any fraud in the Company during the year under report.

INDUSTRIAL RELATIONS

As reported earlier, the Company declared Suspension of Work at its Uttarpara Plant in Hooghly District of West Bengal with effect from 24th May, 2014. The general industrial relation at the plant is sensitive but being managed. The number of employees as on 31st March, 2026 is 144 which was 192 as on 31st March, 2025.

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder a copy of the Annual Return has been placed on the Companys website at .

CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders value.

The Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached as Annexure-4 and forms part of this annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The provision relating to Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 134 of the Companies Act, 2013, Directors Responsibility Statement is annexed as Annexure-5 to this report.

PARTICULARS OF EMPLOYEES

The prescribed information of Employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure 6(i) and Annexure 6(ii) and forms part of this annual report.

REMUNERATION POLICY

The Board has, on the recommendation of its Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this annual report. Weblink for the policy on the website is f i les/Nomination-and-Remuneration-policy-of-HML.pdf.

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 attached herewith as Annexure 7 and forms part of this annual report.

Internal Financial Controls System

The Company has comprehensive and adequate internal financial controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modified based on the requirement. The Company has an internal audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. The scope of Internal Audit is well defined and documented and the audit committee reviews the observations of the Internal Audit critically. The composition and working of the audit committee forms part of the Corporate Governance Report.

INDEPENDENT DIRECTORS DATABASE

MCA vide its Notification dated 1st December, 2019 introduced new Rules called the Companies (Appointments and Qualification of Directors) 5th Amendment Rules, 2019 for person eligible and willing to be appointed as an Independent Director. Rule states that the compliances to be carried out before appointment of Independent Director as well as for those who are already appointed.

All our Independent Directors have already registered their names in the Independent Directors database.

DIRECTORS AND KEY MANAGERIAL

(i) Changes in Directors

• Shri Om Prakash Gupta (DIN No.08772383) who was appointed as an Independent Director of the Company and who held office of Independent Director up to the conclusion of 83rd Annual General Meeting and being eligible, was re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company from 24th September, 2025 to 23rd September, 2030, not liable to retire by rotation.

• Shri Sourav Daspatnaik (DIN-02147356) was appointed as Non-Executive Independent Director for a period of five years with effect from 24th September, 2025 up to 23rd September, 2030.

• Smt. Mou Mukherjee (DIN-03333993), was appointed as a Non-Executive Non-Independent Director of the Company with effect from 24th September, 2025, and whose office shall be liable to retire by rotation.

(ii) Changes in Key Managerial Personnel (KMP)

Mrs. Vishakha Gupta, Company Secretary has resigned from the services of the Company with effect from 6th July, 2026.

(iii) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Uttam Bose (DIN:2340000), Director of the Company, retires by rotation and being eligible offers himself for reappointment.

POLICY ON APPOINTMENT OF DIRECTOR AND REMUNERATION

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board.

The remuneration / compensation / commission etc. to the Directors and Key Managerial Personnel is proposed by the Nomination and Remuneration Committee in compliance with requirements of the Companies Act and recommended to the Board for its approval. Approval of Shareholders is obtained, if required.

The Directors receive remuneration by way of fees for attending meetings of the Board or committees thereof.

At the time of appointing an Independent Director, a formal letter of appointment is given to the candidate, which inter-alia, explains the role, functions, duties and responsibilities expected of the person as an Independent Director of the Company. The Independent Director is also explained in detail the compliance required from him under the Companies Act, 2013 and other relevant regulations. The independence of Director is decided as per provisions of the Companies Act, 2013.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The said Remuneration Policy is posted on the website of the Company www. hindmotor.com.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committees and the directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the following manner:-

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committees and each director were provided to all the members of the Board.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board/ Committee/Individual Director, and formulated a final collective evaluation of the Board. The Board also provided individual feedback to the concerned director on areas of improvement if any.

A separate meeting of Independent Directors was held on 12th November, 2025 to evaluate the performance evaluation of the Chairman of the meeting of Board of Directors (as there is no chairman of the Board), the Non-Independent Directors, the Board and flow of information from management.

WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, the Company has a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement. Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy on the website is http:// www. hindmotor.com/files/WHISTLE-BLOWER-POLICY-2023.pdf .

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

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2025-26.

SECRETARIAL STANDARDS

The Board of Directors hereby affirms that your Company in general has adhered to the Secretarial Standards as prescribed by the Institute of Company Secretaries of India during the financial year.

OTHER DISCLOSURES

a) The Company has not entered into any one-time settlement proposal with any Bank or financial institution during the year.

b) As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceeding thereunder is pending as on 31.03.2026.

c) The Company has issued only one class of equity shares with equal voting rights.

d) The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

e) None of the Directors of the Company receive any remuneration or commission from any other company belonging to Hindustan Motors group.

VOLUNTARY DELISTING OF EQUITY SHARES OF THE COMPANY FROM NATIONAL STOCK EXCHANGE OF INDIA

Hindustan Motors Limited applied for Voluntary Delisting of its equity shares from National Stock Exchange of India (NSE) in terms of Regulations 5 & 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. Pursuant to the same, NSE suspended from trading w.e.f. October 03, 2025. Further the admission to dealing in the said security was delisted w.e.f. October 10, 2025.

ACKNOWLEDGEMENTS

Meetings of the Board and Audit Committee

During the year, Four (4) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Audit Committee comprises of Independent Directors namely, Shri Sourav Daspatnaik (Chairperson) and Smt. Sarada Hariharan, and a Non-Executive Non-Independent Director namely, Shri A. Sankaranarayanan. All the recommendations made by the Audit Committee were accepted by Board. Further, details regarding Board Meetings and Audit Committee Meetings are given in the Corporate Governance Report which forms part of the Boards Report.

Declaration by Independent Directors

Shri Sourav Daspatnaik, Shri Om Prakash Gupta and Smt. Sarada Hariharan are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

The Board of Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, co-operation, and support in the Companys endeavours to achieve continuous growth and progress.

For and on behalf of the Board of Directors

	Uttam Bose	A. Sankaranarayanan
Kolkata	Director	Director
28th May, 2026	(DIN - 02340000)	(DIN - 00385632)