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 31^st March 2025 .

FINANCIAL RESULTS

The Results are summarised below: (Rs. In Lacs)

	Year ended	Year ended
Particulars
	31.03.2025	31.03.2024
Revenue from Operations	3532.13	3,520.23
Other income*	651.53	761.87
Total Revenue	4183.66	4,282.10
Purchases & Other Expenses	3474.04	3,621.15
Profit/(Loss) before Depreciation & Tax	709.62	660.95
Depreciation	24.58	6.68
Profit BeforeTax	685.04	654.27
Provision for income tax	125.84	96.81
Income Tax for earlier years	(0.19)	0.61
Deferred Tax Charged / (Credit)	35.19	18.76
Net Profit/(Loss) after tax	524.20	538.09
Other Comprehensive Income	225.87	(22.17)
Net Profit/(Loss) Carried to Balance Sheet	750.07	515.92

* Includes Fair Value changes in Investments – gain Rs. 229.65 Lakhs (Previous Year: Rs. 92.89 lakhs)

OPERATIONS & GENERAL REVIEW

During the year under review, the revenue from operations is Rs. 3,532.13 Lakhs as against Rs. 3,520.23 Lakhs in the previous year. In addition, the Company has also earned other income of Rs. 651.53 Lakhs (including Fair Value changes in Investments – Gain Rs. 229.65 Lakhs) as against Rs. 761.87 Lakhs (including Fair Value changes in investments – Gain Rs. 92.89 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 2024-25 will be made available on the website of the Company at https://www.hwlgas.com/pdf/annual-return-31.03.2025.pdf

DIVIDEND

Considering the future requirement of funds, your Directors do not recommend any dividend for the year ended 31^st March, 2025.

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 31^st March, 2025.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company doesnt have any Subsidiary, Joint Venture or Associate Company.

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. U.S Bhartia (DIN:00063091), Director, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommended his re-appointment.

Mr. K.M. Lal (DIN: 00016166), Independent Director of the Company ceased to be Independent Director w.e.f. 18^th September, 2024 due to cessation of his second term of appointment. Your Board of Directors places on record its sincere appreciation for the services rendered by him.

Mrs. Manisha Tibrewal was appointed as Company Secretary of the Company (Membership No.: A62971) with effect from 8^th August, 2024.

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, 2025, 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 sufficientcare 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

During the financial st March, 2025, five board meetings were held i.e. on 17^th May, 2024, 08^th August, 2024, 14^th November, 2024, 02^nd January, 2025 and 12^th March, 2025

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, 2025, 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. Mr. K M Lal ceased to be the Member of Stakeholders Relationship Committee w.e.f 18th September, 2024 due to cessation of his term as Independent Director and Mrs. Pooja Jhaver was appointed as Member of Stakeholders Relationship Committee w.e.f 14^th November, 2024.

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 efficiencyeffectiveness 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 62^nd 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 theAct.

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 2025.

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 CompaniesAct, 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

2024-25.

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 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 31^st March, 2025 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 Companys CSR policy statement and the annual report on CSR activities undertaken during the financial year ended 31st March,

2025, in accordance with the provisions of Section 135 of the Companies Act, 2013 (the Act) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given at "Annexure B" to this Report. Pursuant to the provision of Section 135(9) of the Act, the amount to be spent by Company under Section 135(5) does not exceed INR 50.00 Lakhs, the requirement under Section 135(1) of the Act regarding constitution of Corporate Social Responsibility Committee shall not be applicable and the functions of Corporate Social Responsibility Committee would be discharged by the Board of Directors.

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, 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.

Annexure A to Directors Report

FORM NO. AOC-2

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Form of disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis : NIL

2. Details of material contracts or arrangements or transactions at arms length basis :

S. No.	Particulars of Contracts for the year 2024-25	Name of Related Party	Amount including GST
		(Common Promoter)	(Amount in Rs. Lakh)
1.	Purchase of goods (Including GST) – Continuous	From India Glycols Ltd.	3719.17
	Agreement at market prices.
	(No Advance)
2.	Business Support Services (Including GST) – Continuous	To India Glycols Ltd.	42.48
	Agreement at market prices.
	(No Advance)
3.	Rent Paid (Including GST)	To Kashipur Holdings Ltd	2.24
	(No Advance)
4.	Rent Paid	To Ajay Commercial Co. (P) Ltd.	12.00
	(No Advance)
5.	Short Term Loan Taken	From HWL Traders Ltd.	940.00
	(Interest Bearing)
6.	Short Term Loan Given	To HWL Traders Ltd.	30.00
	(Interest Bearing)
7.	Short Term Loan Given	To IGL Infrastructure (P) Ltd.	950.00
	(Interest Bearing)
8.	Short Term Loan Given	To Ajay Commercial Co. (P) Ltd.	430.00
	(Interest Bearing)
9.	Short Term Loan Given	To JB Commercial Co. (P) Ltd.	450.00
	(Interest Bearing)
10.	Security Deposit Given	To Ajay Commercial Co. (P) Ltd.	100.00
	(Non Interest Bearing)
11.	Investment in Preference Shares	Sukhvarsha Distributors Pvt. Ltd.	200.00
12.	Investment in Preference Shares	Facit Commosales Pvt. Ltd.	300.00

All the above transactions are in usual course of business which are at competitive terms and are as such at arms length and are also considered and approved/noted by the Board in the respective quarterly Board Meetings and are in compliance with the provisions of the Companies Act, 2013

Annexure B to Directors Report

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on CSR Policy of the Company

The Company is committed to ensure that it operates its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. We thrive to take up programmes that benefit the communities in and around its work centres and over a period of time, results in enhancing the quality of life of the people in the area of its business operations.

2. Composition of CSR Committee: Not Applicable pursuant to Section 135(9) of the Companies Act, 2013

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.: Not Applicable

5. (a) Average net profit of the company as per section 135(5): INR 526.54 Lakhs

(b) Two percent of average net profit of the company as per section 135(5):INR 10.53 Lakhs (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years:NA (d) Amount required to be set off for the financial year, if any: NIL

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]:INR 10.53 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): INR 11.00 Lakhs (b) Amount spent in Administrative overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Not Applicable

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: INR 11.00 Lakhs

(e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the Financial Year. (in Rs.)	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
11.00 Lakhs	NA	NA	NA	NA	NA

(f) Excess amount for set off, if any: INR 0.47 Lakhs

Sl. No. Particular	Amount (in Rs.)
(i) Two percent of average net profit of the company as per section 135(5)	10.53 Lakhs
(ii) Total amount spent for the Financial Year	11.00 Lakhs
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.47 Lakhs
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	0.47 Lakhs

7. (a) Details of Unspent CSR amount for the preceding three financial years:Not Applicable

Sl. No. Preceding Financial Year.	Amount transferred to Unspent CSR Ac- count under section 135 (6) (in Rs.)	Amount spent in the reporting Financial Year (in Rs.).	Amount transferred to a fund specified under Schedule VII as per sec- tion 135(5), if any.	Amount remaining to be spent in succeeding financial years. (in Rs.)	Deficiency, if any
			Amount (in Rs).	Date of transfer.
1. FY 1
2. FY 2
3. FY 3

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No If Yes, enter the number of Capital assets created/ acquired:Not Applicable Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

Sl. No	Short particulars of the property or asset(s) [including complete address and location of the property]	Pin code of the property or asset(s)	Date of crea- tion	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1)	(2)	(3)	(4)	(5)	(6)
					CSR Registration Number, if applicable	Name	Registered address

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable