Hindusthan Urban Infrastructure Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the 64^th Annual Report of your Company ("the Company" or "Hindusthan Urban Infrastructure Limited"), along with the Audited Financial statements for the financial year ended 31^st March, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended 31^st March, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone Results		Consolidated Results
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Revenue (Gross)	23351.85	22159.02	52825.73	58463.18
Operating Profit Before Depreciation, Finance Cost,	2079.60	1557.03	1502.21	(1215.31)
Exceptional Items and Tax
Less: Depreciation and Amortisation expenses	1145.52	1148.76	2819.64	2745.95
Less: Finance Costs	1982.10	1988.12	4195.25	4021.63
Profit/(Loss) before exceptional items and tax	(1048.02)	(1579.85)	(5512.67)	(7982.90)
Exceptional Items	-	-	-	-
Profit/(Loss) before Tax	(1048.02)	(1579.85)	(5512.67)	(7982.90)
Less: Tax expenses	(753.70)	(521.88)	(1933.36)	(2176.10)
Net Profit/(Loss) for the year	(294.33)	(1057.97)	(3579.31)	(5806.79)
Surplus brought forward from previous year	(967.13)	90.84	(10181.56)	(4374.76)
Dividend on Equity paid	-	-	-	-
Tax on Dividend	-	-	-	-
Ind-AS adjustments on Deferred Tax & Others	-	-	-	-
Balance available for appropriation	(1261.46)	(967.13)	(13760.87)	(10181.56)

STATE OF AFFAIRS & OPERATIONS

During the year under review, the gross revenue from operations on standalone basis of the company has increased to Rs. 23351.85 Lakhs as compared to Rs. 22159.02 Lakhs in the previous year 2022-23. The Company has achieved Profit before depreciation and tax of Rs. 97.50 Lakhs as compared to loss before depreciation and tax of Rs. (431.09) Lakhs in the previous year 2022-23.

During the year, the Company had successfully executed export /deemed export orders of Rs. 1511.16 Lakhs as compared to previous year of Rs. 1549.69 Lakhs.

CONSOLIDATED FINANCIALS

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with the Auditors Report form part of this Annual Report.

In the financial year 2023-24, income from operations was Rs. 52825.73 Lakhs as compared to Rs. 58463.18 Lakhs in the previous year 2022-23. The loss before depreciation and tax has declined to Rs. (2693.03) Lakhs as compared to loss before depreciation and tax of Rs. (5236.95) Lakhs in the previous year.

During the year under review, the gross revenue of the subsidiary company Hindusthan Speciality Chemicals Limited has declined to Rs. 29507.77 Lakhs as compared to Rs. 36306.22 Lakhs in the previous financial year 2022-23, a decrease of 18.72 %.

The Loss after tax for the financial year 2023-24 is Rs. (3284.99) Lakhs as compared to the loss of Rs. (4748.36) Lakhs in the previous financial year 2022-23.

OUTLOOK

India is set to be the second-fastest growing economy in the G20 in FY 2023-24, despite decelerating global demand and the tightening of monetary policy to manage inflationary pressures. GDP growth will be around 7% in FY 2024-25, we expect that both Domestic & Export market will be explored in a better way. We believe that improved global conditions and stable Government, GDP growth rate will further improve and it will improve the industry performance.

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to general reserve for the financial year ended 31^st March, 2024.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2023-24.

SUBSIDIARY COMPANIES

The Company has one material subsidiary company namely Hindusthan Speciality Chemicals Limited (HSCL).

HSCL is manufacturing various grades of Epoxy Resins and selling the same in HSCLs brand name. HSCL has during the year under report plant capacity of 34,700 M.T. P.A. LER/SER/Formulations/Hardeners/Bond One and Reactive Diluents.

HSCLs LER and SER processes are now fully automated and running on Distributed Control System with adequate interlocks for improved safety during manufacturing.

HSCL has increased the capacity of Reactive Diluents through modification in existing line, which will result in increase in product portfolio of Reactive Diluents Efforts are on for the reduction of waste polymer generated during the processing of LER. Company is exploring further ways to reduce cost by initiating various activities and have started recycling of water in the process to bring down the load on effluent and savings in water consumption.

HSCL has developed number of products in-house research and Development Laboratory and commercialized the same which are well accepted by the customers. Maximum emphasis is being given to increase the production and marketing of Speciality Products for Electrical, Composite, Civil and Adhesive segment.

HSCL has commenced the manufacturing of Bond One range of products and it has been very well accepted by the market for retail development Pan India.

A statement containing the salient features of financial statements of the subsidiary Company in the prescribed Form AOC – 1 forms a part of the Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said Form also highlights the financial performance of the subsidiary included in the Consolidated Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The Audited Financial Statements including the Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the Company at www.hindusthanurban.com.

The Policy for determining material subsidiaries is also available on the website of the company at www.hindusthanurban.com.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), a cash flow statement is part of the Annual Report 2023-2024. Further, the Consolidated Financial Statements of the Company for the financial year 2023-2024 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and provisions as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company, its subsidiary as approved by their Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations / performance of your Companys and its subsidiaries business.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate practices, implement policies and guidelines and develop a culture of the best management practices and compliance with the law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

As per Regulation 34 of the Listing Regulations, the Corporate Governance Report along with the requisite certificate received from the statutory auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations forms a part of the Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of business of the company during the financial year ended 31^st March, 2024.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made 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;

c) Proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going concern basis;

e) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board comprised of six Directors including one woman Director. The Board has an appropriate mix of Executive Directors (‘EDs), Non-Executive Directors (‘NEDs) and Independent Directors (‘ID), which is compliant with the Companies Act, 2013, the SEBI Listing Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, Mr. Annuj Khandelwal resigned from the position of Chief Financial Officer under the category of Key Managerial Personnel of the Company with effect from 28^th May, 2023. The Board placed on record its appreciation for the valuable services rendered by him during his tenure as the Chief Financial Officer of the Company.

Further, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee of the Company, has approved the appointment of Mr. Vishal Pachisia as the Chief Financial Officer under the category of Key Managerial Personnel of the Company at its meeting held on 28^th May, 2023 with immediate effect.

On the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Raghavendra Anant Mody (DIN:03158072) was re-appointed as the Chairman & Whole-time Director of the Company by the members at their Sixty-third Annual General Meeting held on 30^th September, 2023 for a period of three years with effect from 3^rd October, 2023. The second tenure of Mr. Mool Chand Gauba (DIN: 02942664) as an Independent Director of the Company expired/ceased on 20^th September, 2023. The Board of Directors placed on record its appreciation for the valuable contribution, dedicated efforts and guidance provided by him during his long tenure as an Independent Director of the Company.

The Board of Directors in its meeting dated 10^th August, 2023, on the recommendation of Nomination & Remuneration Committee, has approved the appointment of Mr. Ratan Lal Nangalia (DIN: 07268034) as an Additional Director (in the capacity of Independent Director) of the Company with immediate effect, not liable to retire by rotation, who held the office as such upto Sixty-third Annual General Meeting. Further, on the recommendation of the Board of Directors, he was appointed as an Independent Director of the Company by the members at their Sixty-third Annual General Meeting held on 30^th September, 2023, not liable to retire by rotation, for a term of five consecutive years i.e. from 10^th August, 2023 upto 9^th August, 2028. In the opinion of the Board, Mr. Ratan Lal Nangalia possess requisite expertise and experience, integrity and proficiency for appointment as an Independent Director and is in compliance with the provisions of Section 150 of the Companies Act, 2013.

Your company is in full compliance of the Listing Regulations and the Act with regard to the composition of Board of Directors.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013, Mr. Shyam Sunder Bhuwania (DIN: 00107171) is liable to retire by rotation at the Sixty-Fourth Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his re-appointment as Director.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Company has following Key Managerial Personnel in compliance with the provisions of Section 203 of the Act.

Mr. Raghavendra Anant Mody -	Chairman & Whole-time Director
Mr. Deepak Kejriwal -	Managing Director
Mr. Murari Lal Birmiwala -	President-Finance & Secretary
Mr. Vishal Pachisia -	Chief Financial Officer

MEETINGS OF THE BOARD

The meetings of the Board are held at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The agenda of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2023-24, the Board met four times. For further details, please refer to the report on Corporate Governance of this Annual Report. The quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms a part of the Annual Report.

The details of meetings held and Directors attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel and other employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

Currently, the Company has five Board level Committees: Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders Relationship Committee ("SRC"), Corporate Social Responsibility Committee ("CSR") and Share Transfer Committee.

Additionally, the Company has also constituted the Borrowing Committee and Investment & Guarantee Committee.

Detailed information regarding the Committees of the Board is included in the report on Corporate Governance, which forms a part of the Annual Report.

DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has three Non-executive, Independent Directors namely Mr. Sadhu Ram Bansal, Mr. Ratan Lal Nangalia and Ms. Deepika Agrawal. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold highest standards of integrity required to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

The Company has, inter alia, received the following declarations from all the Independent Directors pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 25(8) of the Listing Regulations confirming that:

• they meet the criteria of independence as prescribed under Section 149 (6) of the Act read with the Rules made thereunder and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

AUDIT & AUDITORS

(i) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) were re-appointed as Statutory Auditors of the Company at the 62^nd AGM of the Company held on 27^th September, 2022, for a second term of five consecutive years from the financial year 2022-23 onwards to hold the office till the conclusion of 67^th AGM of the Company. The Report given by K.N. Gutgutia & Co., Chartered Accountants, on the financial statements of the Company for the FY 2023-24 is a part of this Annual Report.

K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors, have issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditors, in their report for the financial year ended 31^st March, 2024. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any instance of fraud during the year under review. The Auditors Report, read with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

As required by Schedule V of the Listing Regulations, the Auditors Certificate on Corporate Governance received from K.N. Gutgutia & Co., Chartered Accountants is annexed to the Report on Corporate Governance forming part of this Annual Report.

(ii) COST RECORDS AND COST AUDIT

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, the Company is required to maintain the Cost records and undergo Cost Audit. As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records. The Board, at its meeting held on 10^th August, 2023, based on the recommendation of the Audit Committee, had appointed M/s. J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) to conduct Cost Audit for the FY 2023-24.

M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) have carried out the Cost Audit. The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act.

Further, the Board of Directors of the Company, based on the recommendation made by the Audit Committee, have reappointed M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) as Cost Auditors to conduct the cost audit of the Company for the FY 2024-25. M/s J.K. Kabra & Co., Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2024-25 and have confirmed that they are not disqualified under Section 148 of the Companies Act, 2013 to be appointed as such. Appropriate resolution for ratification of the proposed remuneration payable to M/s J.K. Kabra & Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year ending 31^st March 2025, is being placed for the approval of the members of the Company at the ensuing AGM.

(iii) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its Meeting held on 10^th August, 2023 had, on the recommendation of the Audit Committee, appointed Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries (COP No.:10148) to conduct the Secretarial Audit for the FY 2023-24.

The Secretarial Audit Report of the Company and its material subsidiary, Hindusthan Speciality Chemicals Limited, received from Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries, for the financial year 2023-24 pursuant to Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, forms a part of this Annual Report and is annexed as Annexure-I to the Boards Report. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any instance of fraud under Section 143(12) of the Act.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, has re-appointed Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries (COP No.:10148), as the Secretarial Auditors to conduct an audit of the secretarial records for the financial year 2024-25, based on the confirmation of the eligibility and consent received from Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates. The Secretarial Auditor has confirmed that he is not disqualified to be appointed as such.

(iv) INTERNAL AUDITORS

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, at its meeting held on 10^th August, 2023, had engaged M/s. Arun Tulsian & Associates, Chartered Accountants as the Internal Auditors to conduct internal audit for the year 2023-24. The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. Your Company 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 audit helps the company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, has appointed M/s. NSBP & Co., Chartered Accountants (FRN No. 001075N) as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee/Board under section 143(12) of the Act.

SHARE CAPITAL

The Authorised share Capital of the Company is Rs. 100,00,00,000 divided into 25,00,000 equity shares of Rs. 10 each and 9,75,00,000 preference shares of Rs. 10 each. The paid up Share Capital as on 31^st March, 2024 stood Rs. 96,63,25,850 consisting of Equity Share Capital of Rs. 1,44,28,850/- Lakhs and Preference Share Capital of Rs. 95,18,97,000/-During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

MATERIAL CHANGES AND COMMITMENTS

Following material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position or business operations of the Company:

• The Company has entered into a ‘Memorandum of Understanding (MOU) duly executed and signed on 12^th March, 2024 with Nirmal Wires Private Limited, a company incorporated under the provisions of Companies Act, 1956 and having its Registered office at Kolkata, West Bengal, for the sale of the Companys land, building, plant and machineries and other assets located at Plot No.: 321, 325/1386, Village- Champajhara, P.O. - Malipada, District-Khurda, Odisha – 752018, for a consideration of Rs. 72,51,00,000/- (Rupees Seventy Two Crores Fifty-one Lacs Only), on the basis of authority accorded by the Board of Directors of the Company on 8^th March, 2024.

Pursuant to the aforesaid MOU, the Company has disposed off/sold its land, building, plant and machineries and other assets at Khurda plant.

• The rising oil production and exploration activities are primarily driving the demand for the oilfield chemicals market. As per the report by analysts, the global Oilfield Chemicals Market size was valued at USD 29.09 billion in 2022 and is projected to reach USD 39.68 billion by 2030, growing at a CAGR of 4.05% from 2023 to 2030. The Board of Directors was apprised that it is proposed to commence new business line by the Company focused on the manufacturing of all kinds of oil field and related chemicals.

Considering the projected increase in demand of oilfield chemicals, the Board of Directors of the Company in its meeting held on 28^th May, 2024 has approved the diversification of business operations by commencing a new business line focused on the manufacturing of all kinds of oil filed and related chemicals. A report on the Business Feasibility is being prepared in this regard. Based on the findings of the Business Feasibility Report, the diversification will be undertaken.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out a formal annual evaluation of its own performance, those of all the directors individually including the Independent Directors, Chairman of the Board and of various committees. The Company deploys ‘questionnaire as a methodology for carrying out the performance evaluation of the Board, Committees and Individual Directors.

The performance of all the directors was evaluated on parameters such as number of meetings attended, contribution in the growth and formulating the strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges and risk etc. The directors expressed their satisfaction with the evaluation process. As part of the outcome of the Performance Evaluation exercise, it was noted that the Board is independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders.

INDEPENDENT DIRECTORS

The Independent Directors met on 13^th February, 2024 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors. The Independent Directors were satisfied with the overall functioning of the Board and its various committees, which displayed a high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its committees in upholding and following the highest values and standards of corporate governance.

DIRECTORS APPOINTMENT AND REMUNERATION

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment thereon, after considering the necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, marketing, administration, research, etc.

In case of Independent Directors (IDs), they should fulfill the criteria of independence as per the Act and Regulation 16(1) (b) of the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company. The details of remuneration paid to the directors during the year 2023-24 are given in Form MGT-7 and the same will be made available on the website of the Company at www.hindusthanurban.com.

REMUNERATION POLICY

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company.

The Nomination & Remuneration Policy of the Company is available on the website of the company at www.hindusthanurban.com.

BOARD DIVERSITY

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a policy on Diversity of Board which sets out its approach to diversity. The policy is available at the website of the Company at www.hindusthanurban.com.

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

Information required under section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is given in the Annexure-II to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy which is duly reviewed from time to time.

A detailed report regarding Corporate Social Responsibility as per the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure-III to the Boards report.

Additionally, the CSR Policy is available on the website of the company at www.hindusthanurban.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal controls and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM

Pursuant to the provisions of section 177 (10) of the Act, Regulation 22 of the Listing Regulations and Regulation 9A of the SEBI(Prohibition of Insider Trading) Regulations, 2015, a Vigil Mechanism for directors, employees and other stakeholders of the Company to report genuine concerns has been established. The Whistle Blower Policy is available on the website of the company at www.hindusthanurban.com.

During the year under review, no complaint was received under the Whistle Blower mechanism.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on Materiality of Related Party Transaction (RPT) & on Dealing with RPT which is also available on the Companys website at www.hindusthanurban.com.

All related party transactions that were entered into during the financial year 2023-24, were on an arms length basis and in the ordinary course of business.

There are no material related party transactions made by the company during the year that required shareholders approval under Section 188 of the Act.

All the Related Party Transactions and subsequent material modifications, if any, are placed before the Audit Committee on quarterly basis for its review and approval and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company. Prior omnibus approval is obtained for RPTs on yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length.

The details of the transactions with related parties during the financial year 2023-24 are provided in the accompanying financial statements.

During the year under review, your Company has not entered into Material RPTs under Regulation 23 of the SEBI (LODR) Regulations, 2015 or as per the provisions of the Companies Act, 2013. The disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 forms a part of this report and is annexed as Annexure-V to this report.

Details of transaction(s) of the Company with entity(ies) belonging to promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A Schedule V of the Listing Regulations are provided as a part of the financial statements.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchange.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Para A of Schedule V of the Listing Regulations, the details of Loans, Guarantees and Investments covered during the financial year 2023-24 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Being a diversified and prudent enterprise, your Company continues to focus on a system-based approach to manage risks. Risk management has always been an integral part of your Company. Backed by strong internal control systems and existing Risk Management Framework have laid down the roles and responsibilities of various business segments regarding the managing of risks, covering a range of responsibilities, right from strategic to operational. These responsibilities today offer a strong foundation for appropriate risk management procedures, their effective implementation as well as the independent monitoring and reporting handled by Internal Audit and the top management team.

Your Company has set appropriate structures to monitor and manage inherent business risks proactively. Accordingly, raw material pricing risks, commodity risks and currency fluctuation risk effectively managed by its proficient and capable team. It also has appropriate checks and balances in place and aims to minimize the adverse impact of these risks on its operations.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

ANTI-SEXUAL HARASSMENT POLICY

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted Internal Complaints Committee to redress the complaints of sexual harassment and has a policy and framework for employees to report sexual harassment cases at workplace. There has not been any instance of complaint reported in this regard, to the Committee.

During the year under review, the Internal Complaints Committee was re-constituted by the Board of Directors.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Central Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rules and subsequent amendments thereto, all the shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be transferred in favour of the Demat account of IEPF Authority.

During the year under review, the Company has transferred unpaid and unclaimed dividends of Rs. 27,895 for the financial year 2015-16 to the IEPF Authority and 860 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to the Demat Account of IEPF Authority as per requirements of the IEPF Rules.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website and can be accessed at www.hindusthanurban.com. The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of 31^st March, 2024 on its website at http://hindusthanurban.com/investorrelation.aspx?mpgid=151&pgidtrail=151&catid=20

POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events and the same is amended, as and when required.

The Policy for Determination of materiality of an event or information can be accessed on the companys website at www.hindusthanurban.com.

POLICY ON PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of the Listing Regulations, the Company has adopted the policy on preservation of the documents. The policy on preservation of documents can be accessed on the companys website at www.hindusthanurban.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

The Code of Conduct for prevention of Insider Trading can be accessed on the Companys website at www.hindusthanurban.com.

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on the companys website at www.hindusthanurban.com.

PERSONNEL

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-IV. A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn is provided as part of the Annexure.

Details of employee remuneration as required under provisions of Section 197 (12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-IV and will be made available for inspection at the Registered Office of your Company during working hours, 21 days before the Sixty-fourth Annual General Meeting and shall be made available to any shareholder on request, in writing.

OTHER DISCLOSURES

• To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

• There were no instances where your Company required valuation for one time settlement or while taking the loan from the Banks or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

	For and on behalf of the Board of Directors
	Sd/-
	(Raghavendra Anant Mody)
Place: New Delhi	Chairman
Date: August 10, 2024	DIN: 03158072