Hindusthan Udyog Ltd Directors Report

TO THE MEMBERS OF HINDUSTHAN UDYOG LIMITED

Your Directors have pleasure in presenting their 78^th Annual Report together with the Audited
Accounts of the Company for the financial year ended 31^st March* 2025.

COMPANY PERFORMANCE:

	2024-25	2023-24
FINANCIAL RESULTS	RS. IN LAKHS	RS. IN LAKHS
Total Income	1^316.49	2,095.46
EBITDA	i,ernes	l,65a23
PAT	653.38	1,136.74

The EBITDA and PAT reduced during the year on account of decrease in the Revenues.
However, the EBITDA Margins in the Current Year continued to be stable and in line with that
of previous year.

DIVIDEND

The Directors have considered to plough back the profits in business for better financial
strength and as such they have not recommended any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is appended below:-

A. BUSINESS

The Company was engaged in the manufacturing of Alloy and Stainless Steel Castings required
In Turbines, Metal Shredding, Earth Moving and Mining Equipment, Power Plants, Pumps,
Valves, Compressors and other Heavy Engineering Industries. The Company is also engaged in
real estate business including leasing out of buildings/properties, purchase, sale, occupation
construction and development of buildings/properties.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The Board is presently exploring options to diversify its operations for longterm growth.

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Company is exposed to threats and risks, as faced by Organizations of similar size and
nature like adverse changes in the general economic and market conditions, changes in
government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has internal control procedures commensurate with the nature of its business
and size of its operations. The objective of these procedures are to ensure efficient use and
protection of the Companys resources, accuracy in financial reports and due compliance of

statutes and Company policies and procedures. The Internal Audit function is conducted by a
Senior Management Team of the Company.

The adequacy of internal control systems are reviewed by the Audit Committee of the Board in
its periodical meetings.

E. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

There was no human resource or industrial relation related problem during the year,

f. SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

The explanation for significant changes, if any, in the Key Financial Ratios in terms of the Listing
Regulations and the Companies Act, 2013 are given in the Notes to the Financial Statements.

CORPORATE GOVERNANCE

The principles of good Corporate Governance through professionalism, accountability, •
transparency, trusteeship and control have always been followed by your Company and it has
complied with all the applicable provisions of Corporate Governance as per the Listing
Regulations. A separate Report on Corporate Governance forms part of the Annual Report
2024-25 along with the Auditors Certificate on its compliance in AnnexureA.

DIRECTORS

Mr. V.N. Agarwal, Director (DIN: 00408731) retires by rotation at the ensuing AGM and being
eligible offers himself for re-appointment. His Brief Resume shall form part of the Notice of the
AGM.

NO. OF BOARD MEETINGS HELD

During the year Six Board Meetings were held on 29^th May, 2024, 4^lh July, 2024, 14^th August,
2024, 13^th November, 2024, 20^th January, 2025 and 14^th February, 2025.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134{5) of The Companies Act, 2013, the Directors state
as follows that:-

(i) in the preparation of the Annual Accounts for the financial year ended 31^st March,
2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and
made judgements and estimates that were reasonable and prudent so as to give a true
and fair view of the state of affairs of your Company at the end of the financial year and
of the profit or loss of your Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of The Companies Act, 2013 for

safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(iv) the Directors had prepared the accounts for the financial year ended 31^st March, 2025
on a "going concern" basis;

(v) the Directors had laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such were adequate and operating effectively.

POLICY FOR DIRECTORS APPOINTMENT

The Company believes that in order to ensure that the Board of Directors can discharge their
duties and responsibilities effectively; it aims to have a Board with optimum combination of
experience and commitment with the presence of Independent Directors. Such Board can
provide a long term plan for the Companys growth, improve the quality of governance and
increase the confidence of its shareholders.

The Company has a policy in terms of Section 178(3) of The Companies Act, 2013 on directors
appointment and remuneration including the criteria for determining their qualifications,
positive attributes and independence.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of
Individual Directors by seeking inputs on various aspects of Board/Committee Governance and
considered and discussed in details the inputs received from the Directors,

The aspects covered in the evaluation included the contribution to and monitoring of
corporate governance practices, participation in strategic planning and fulfillment of their
obligations including but not limited to their participation in the Board/Committee Meetings.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent (as prescribed in The
Companies Act, 2013 and the Listing Regulations) and an Independency Certificate from them
have been obtained.

ANNUAL RETURN

As provided under Section 92(3) read with Section 134(3)(a) of The Companies Act, 2013, the
Annual Return as on 31^st March, 2025 in Form MGT-7 is available on the Website of the
Company.

STATUTORY AUDITORS

M/s Salarpuria & Partners, Chartered Accountants [Firm Registration No. 302113E) were re-
appointed as the Statutory Auditors of the Company for a second term of 5 years commencing
from the Financial Year 2022-23 till the conclusion of the AGM to be held in the year 2027.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made
there under, the Board of Directors of the Company has appointed a Practicing Company
Secretary to conduct the Secretarial Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended 31.03.2025 is annexed herewith as
Annexure B, as part of this Report.

COST AUDIT

The Company is not required to maintain cost records in terms of Section 148(1) of The
Companies Act, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of 5ection 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no
public deposits were outstanding or remained unclaimed as on 31^st March, 2025.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Parties
during the financial year were on arms length basis and in the ordinary course of business.
Hence, the provisions of Section 188 of The Companies Act, 2013 and disclosure in Form AOC-2
are not applicable. The transactions with Related Parties are disclosed in the Notes to the
Financial Statements.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of Loans, Investments and Guarantees, if any, given/made by the Company are
disclosed in the Notes to the Financial Statements.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism of Directors and Employees has been established, details of which are given in the
Corporate Governance Report.

SUBSIDIARY & ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 and the Rules thereunder, a Statement
containing the salient features of the financial statements of the Companys Subsidiary and
Associates in Form AOC-1 has been enclosed with the Consolidated Financial Statements of the
Company. The overall performance of the Company and its Subsidiarys and Associates share
during the period under review is detailed in Form AOC-1.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks to
minimize/mitigate/monitor the probability and/or impact of unfortunate events. Risk

the Company, as and when needed, develops such policies for assessing and managing the
risks in accordance with the requirements of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Information required to be given pursuant to the provisions of section 197(12) of The
Companies Act, 2013 read with Rule 5(1} of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure C. There were no employees who
were in receipt of remuneration in excess of limits provided in Rule 5(2)(i to iii) of said Rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO

Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, as required under section 134(3)(m) of The Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 were not applicable to the Company during the year.

CODE OF CONDUCT

Your Company has formulated a Code of Conduct which applies to Board Members and Senior
Management Personnel of the Company. Confirmations towards adherence to the Code during
the Financial Year 2024-25 have been obtained from all the Board Members and Senior
Management Personnel in terms of the Listing Regulations and a declaration relating to
compliance of this code during the year by all Board Members and Senior Management
Personnel has been given by the Executive Director of the Company which accompanies this
report.

MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments affecting the financial position of the
Company which has occurred between the financial year to which these Financial Statements
relate and date of this report.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders, customers, suppliers, bankers, employees and
all other business associates for the support given by them to the Company and their
confidence in its management.

V FOR AND ON BEHALF OF THE BOARD

PLACE: KOLKATA

DATE: 29th MAY, 202S