Hindustan Wires Ltd Directors Report

TO THE MEMBERS

Your Directors present their Annual Report together with Audited Financial Statements of the Company for the year ended on 31st March 2026.

FINANCIAL RESULTS

The Results are summarised below:

(Rs. In Lakhs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Revenue from Operations	1771.49	3532.13
Other income*	927.27	651.53
Total Revenue	2698.76	4183.66
Purchases & Other Expenses	2021.84	3474.04
Profit/(Loss) before Depreciation & Tax	676.92	709.62
Depreciation	59.25	24.58
Profit Before Tax	617.67	685.04
Provision for income tax	104.42	125.84
Income Tax for earlier years	0.07	(0.19)
Deferred Tax Charged / (Credit)	(68.55)	35.19
Net Profit/(Loss) after tax	581.73	524.20
Other Comprehensive Income	95.70	225.87
Net Profit/(Loss) Carried to Balance Sheet	677.43	750.07

* Includes Fair Value changes in Investments - gain Rs. 382.17 Lakhs (Previous Year: Rs. 229.65 lakhs)

OPERATIONS & GENERAL REVIEW

During the year under review, the revenue from operations is Rs. 1771.49 Lakhs as against Rs. 3,532.13 Lakhs in the previous year. In addition, the Company has also earned other income of Rs. 927.27 Lakhs (including Fair Value changes in Investments - Gain Rs. 382.17 Lakhs) as against Rs. 651.53 Lakhs (including Fair Value changes in investments - Gain Rs. 229.65 Lakhs) in the preceding year mainly on account of interest income and income from providing Business Support Services etc. The Company is continuing to keep invested some of its funds in Equity Shares/ Preference Shares and in short-term inter-corporate loans till the time any new line of business is identified.

WEB LINK OF ANNUAL RETURN

In terms of provision of Section 92(3) and 134(3)(a) of the Companies Act, 2013, a copy of annual return, for the financial year 2025-26 will be made available on the website of the Company at https://www.hwlgas.com/pdf/annual-return-31-3-2026.pdf.

DIVIDEND

Considering the future requirement of funds, your Directors do not recommend any dividend for the year ended 31st March, 2026.

RESERVES:

Your Directors do not propose to carry any amount to Reserves of the Company during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review. No amount on account of principal or interest on deposits of public was outstanding as on 31st March, 2026.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year 2025-26, the Company acquired 100% equity shares of Golden Gate Institute of Management Studies Private Limited, pursuant to which the said company became a wholly owned subsidiary of Hindustan Wires Limited which is held for sale.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mr. G.R Goenka (DIN:00133700), Director, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommended his re-appointment.

Mrs. Manisha Tibrewal resigned as Company Secretary of the Company (Membership No.: A62971) with effect from 30th September, 2025.

There is no other change in the directorship of the Company during the year.

DECLARATION BY INDEPENDENT DIRECTORS

The provisions of Section 149 of the Companies Act, 2013 pertaining to the appointment of Independent Directors do not apply to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors, on the basis of representations of the management, confirm that:

i) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed;

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The directors have prepared the annual accounts on a going concern basis; and

v) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended 31st March, 2026, six board meetings were held i.e. on 15th May, 2025, 8th August, 2025, 24th October, 2025, 8th December, 2025, 5th January, 2026 and 19th March, 2026.

PARTICULARS OF EMPLOYEES & REMUNERATION

There was no employee covered under the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee looks into various aspects of interest of shareholders. As on 31st March, 2026, the Committee comprised of three Directors i.e. Shri U.S. Bhartia (Non-Executive Director), DIN: 00063091, Shri G.R. Goenka (Non- Executive Director) DIN: 00133700 and Smt. Pooja Jhaver (Non-Executive Director) DIN: 02109201 to look after the redressal of shareholders and investors complaints.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas including for fraud prevention.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO Information as per Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules 2014 :-

There is no manufacturing activity or any activity relating to consumption of energy and hence, no reporting is being done in respect of Energy Conservation and Technology Absorption. During the year, there was no earning in foreign exchange and outgo of the foreign exchange was also NIL.

AUDITORS REPORT

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS

M/s K. N. Gutgutia & Co., Chartered Accountants, New Delhi (FRN 304153E) were appointed as Statutory Auditors of the Company for a period of Five years in the 62nd AGM of the Company held on 8th September 2022, to hold office from the conclusion of 62nd Annual General Meeting until the conclusion of the 67th Annual General Meeting to be held in the year 2027. The Auditors have submitted a certificate confirming that continuation of their appointment is in accordance with Section 139 read with section 141 of the Act. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s M.L. Garg & Co., Chartered Accountants, New Delhi were appointed by the Board of Directors to conduct Internal Audit of the Company for the year ended 31st March 2026.

MAINTENANCE OF COST RECORDS

As per Section 148(1) of the Companies Act, 2013, the Company is not required for maintenance of Cost Records.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors have not reported to the Board any instances of fraud committed in the Company by its Officers or employees, which is required to be reported under Section 143(12) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the date of report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

As the Company does not have the minimum number of employees in terms of requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, there is no requirement for the constitution of Internal Complaints Committee during the period under review.

Further, no complaint of Sexual Harassment was received, disposed off or pending for more than ninety days during the financial year 2025-26 to the extent applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES

As required under Section 186 of the Act, particulars of loans given, investments made and guarantees and securities provided are given under Note No. 34 Annexed to Annual Financial Statements for the year ended 31st March, 2026 and the same forms part of this report. The Inter-Corporate short-term loans were given for meeting their working capital requirements to carry out principal business activities. The Company has also made investment only in debt mutual funds for the short term till such time any new line of business is identified.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has during the year entered into contracts or arrangements with related parties in the usual course of business which are at competitive terms and are as such at arms length. The details of such contracts are given in “Annexure A” in Form No. AOC - 2. There was no contract or arrangement with the related party which was not at arms length. All the Related Party Transactions are in the interest of the Company which are necessary for furtherance of the objectives of the Company and to also smoothly run its business of trading & transportation in Industrial Gases and other business segments.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 with respect to CSR are not applicable to the Company as the Companys turnover or average net profits as per Section 198 of the Companies Act, 2013 are below the threshold limit during the financial year ended 31.03.2026.

DISCLOSURES

During the financial year under review, no application has been made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the year, there has not been any instance of one-time settlement of Loan taken from banks and Financial Institutions.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act , 1961, to the extent applicable and has extended all statutory benefits to eligible women employees during the year.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities, Banks and Members of the Company and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication and commitment of the employees at all levels of the Company which continues to be our strength.

	For and on behalf of the Board of Directors
	G. R. Goenka	U.S. Bhartia
Place: Noida	Director	Director
Date: 10th August, 2026	DIN : 00133700	DIN : 00063091