Hindusthan Urban Infrastructure Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the 65^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, 2025. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended 31^st March, 2025 is summarized below:

( in Lakhs)

Particulars	Standalone Results		Consolidated Results
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Revenue (Gross)	27,279.11	23,351.85	54,601.74	52,825.73
Operating Profit Before Depreciation, Finance Cost, Exceptional Items and Tax	(878.89)	2,079.60	(2,153.27)	1,502.21
Less: Depreciation and Amortisation expenses	935.91	1,145.52	2,618.79	2,819.64
Less: Finance Costs	1,253.74	1,982.10	3,758.16	4,195.25
Profit/(Loss) before exceptional items and tax	(3,068.54)	(1,048.02)	(8,530.22)	(5,512.67)
Exceptional Items	2,599.97	-	2,599.97	-
Profit/(Loss) before Tax	(468.56)	(1,048.02)	(5,930.25)	(5,512.67)
Less: Tax expenses	(288.59)	(753.70)	(2,904.36)	(1,933.36)
Net Profit/(Loss) for the year	(179.97)	(294.33)	(3,025.89)	(3,579.31)
Surplus brought forward from previous year	(1,261.46)	(96713)	(13,760.87)	(1,0181.56)
Dividend on Equity paid	-	-	-	-
Tax on Dividend	-	-	-	-
Ind-AS adjustments on Deferred Tax & Others	-	-	-	-
Balance available for appropriation	(1,441.43)	(1,261.46)	(16,786.76)	(13,760.87)

STATE OF AFFAIRS & OPERATIONS

During the year under review, the gross revenue from operations on standalone basis of the company has increased to 27279.11 Lakhs as compared to 23,351.85 Lakhs in the previous year 2023-24. The Company has achieved loss before depreciation and tax of (2,132.63) Lakhs as compared to profit before depreciation and tax of 9750 Lakhs in the previous year 2023-24.

During the year, the Company had successfully executed export /deemed export orders of 1,501.51 Lakhs as compared to previous year of 1,511.16 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 2024-25, income from operations was 54,601.74 Lakhs as compared to 52,825.73 Lakhs in the previous year 2023-24. The loss before depreciation and tax has increased to (5,911.43) Lakhs as compared to loss before depreciation and tax of (2,693.03) Lakhs in the previous year.

During the year under review, the gross revenue of the subsidiary company Hindusthan Speciality Chemicals Limited has declined to 27,375.93 Lakhs as compared to 29,50777 Lakhs in financial year 2023-24, a decrease of 722 %.

The Loss after tax for the financial year 2024-25 is (2,854.91) Lakhs as compared to the loss of (3,284.99) Lakhs in financial year 2023-24.

OUTLOOK

Despite ongoing global headwinds, India has firmly maintained its position as the fastest-growing major economy within the G20. The World Bank projects a GDP growth rate of approximately 6.5% for FY 2024-25, even amidst decelerating global demand and continued monetary tightening to control inflationary pressures. The Company anticipates enhanced opportunities in both domestic and export markets. We are optimistic that a stable government and improving global economic conditions will further support GDP growth and have a positive impact on overall 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, 2025.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2024-25.

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. PA. 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 2024-2025. Further, the Consolidated Financial Statements of the Company for the financial year 2024-2025 are prepared in compliance with the applicable provisions of the Act, Indian 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 Report 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

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, 2025.

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 31^st March, 2025, 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, 2025, 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 2024-25, the following changes were made in the Board of Directors and Key Managerial Personnel:

• The Board of Directors of the Company, at its meeting held on 10^th August, 2024, on the recommendation of Nomination & Remuneration Committee, has approved the re-appointment of Mr. Deepak Kejriwal (DIN: 07442554) as the Managing Director of the Company, liable to retire by rotation, with effect from 1^st December, 2024 for a further period of three years.

Further, on the recommendation of the Board of Directors, he was re-appointed as the Managing Director of the Company, liable to retire by rotation, for a further term of three years with effect from 1^st December, 2024, liable to retire by rotation by the members at the Sixty-fourth Annual General Meeting of the Company held on 30^th September, 2024.

• The Board of Directors at its meeting held on 10^th August, 2024, on the recommendation of Nomination & Remuneration Committee, has approved the re-appointment of Ms. Deepika Agrawal (DIN: 09395834) as an Independent Director of the Company for a second term of five consecutive years, with effect from 13^th November, 2024, not liable to retire by rotation.

Further, on the recommendation of the Board of Directors, her re-appointment as an Independent Director of the Company was approved by the members at their Sixty-fourth Annual General Meeting held on 30^th September, 2024, not liable to retire by rotation, to hold office for a second term of five consecutive years commencing from 13^th November, 2024 to 12^th November, 2029 (both days inclusive).

• On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on 10^th August, 2024, has approved the appointment of Mr. Shiv Shanker Aggarwal (DIN: 07060407) as an Additional Director (in the capacity of an Independent Director) of the Company with immediate effect, not liable to retire by rotation, who held the office as such upto Sixty-fourth 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-fourth Annual General Meeting held on 30^th September, 2024, not liable to retire by rotation, to hold office for a term of five consecutive years commencing from 10^th August, 2024 upto 9^th August, 2029 (both days inclusive). In the opinion of the Board, Mr. Shiv Shanker Aggarwal 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.

• Mr. Sadhu Ram Bansal (DIN: 06471984) served as an Independent Director of the Company since 2018. He was appointed as an Independent Director of the Company for a period of three years with effect from 13^th August, 2018 and was subsequently re-appointed for a second term of three years from 13^th August, 2021. However, due to the completion of his second term, he ceased to be an Independent Director of the Company from 12^th August, 2024. 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.

• Mr. Vishal Pachisia resigned from the position of Chief Financial Officer under the category of Key Managerial Personnel of the Company with effect from 12^th February, 2025. 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. Shailendra Jhalani as the Chief Financial Officer under the category of Key Managerial Personnel of the Company with effect from 12^th February, 2025 with immediate effect.

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. Raghavendra Anant Mody (DIN: 03158072) is liable to retire by rotation at the Sixty-Fifth 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, 2025, 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. Shailendra Jhalani	- 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 2024-25, 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 read with rules made thereunder. 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 Committees of the Board, establishment of Vigil Mechanism for Directors and employees forms 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 Ms. Deepika Agrawal, Mr. Ratan Lal Nangalia and Mr. Shiv Shanker Aggarwal as on 31^st March, 2025. 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 and on the recommendation of Audit Committee and Board of Directors, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) were re-appointed as Statutory Auditors of the Company at the Sixty-second 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 Sixty-seventh AGM of the Company. The Report given by K.N. Gutgutia & Co., Chartered Accountants, on the financial statements of the Company for the FY 2024-25 is a part of this Annual Report.

K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors, has 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, 2025. 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, 2024, 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 2024-25.

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 2024-25 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 2025-26. 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 2025-26 and have confirmed that they are not disqualified under Section 141 of the Companies Act, 2013 to be appointed as such and that their appointment is within the limits of Section 139 of the Companies Act, 2013. 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 of Directors, at its Meeting held on 10^th August, 2024 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 2024-25.

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 2024-25 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 2024-25 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.

Further, in terms of the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed the Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial year 202930, subject to the approval of the members at the ensuing Annual General Meeting of the Company.

(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, 2024, had engaged M/s. NSBP & Co., Chartered Accountants, New Delhi (FRN: 001075N) as the Internal Auditors

to conduct internal audit for the year 2024-25. 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.

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 100,00,00,000 divided into 25,00,000 equity shares of 10 each and 9,75,00,000 preference shares of 10 each. The paid up Share Capital as on 31^st March, 2025 stood 96,63,25,850 consisting of Equity Share Capital of 1,44,28,850/- Lakhs and Preference Share Capital of 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 holds 8,45,91,312 (Eight Crore Forty-Five Lakh Ninety-One Thousand Three Hundred and Twelve) equity shares along with 70 (Seventy) equity shares held by its nominee shareholders in Hindusthan Speciality Chemicals Limited, Material Subsidiary of the Company constituting 58.50% (approx.) of the Equity Share capital of Hindusthan Speciality Chemicals Limited.

DCM Shriram Limited, had expressed their interest to acquire the stake held by the Company in Hindusthan Speciality Chemicals Limited by themselves and/or through their affiliates. The Board of Directors of the Company, at its meeting held on 12^th June, 2025, after strategically evaluating the offer proposed by DCM Shriram Limited, has approved the proposed transaction to sell, transfer, convey, assign or otherwise dispose of, the whole of the Companys investment in equity shares of its material subsidiary company, comprising 8,45,91,312 equity shares constituting 58.50% (approx.) of the Equity Share Capital along with 70 equity shares held by its nominee shareholders in Hindusthan Speciality Chemicals Limited to secure the best interests of the Company and its stakeholders.

The overall consideration amount for sale of 100% shares of Hindusthan Speciality Chemicals Limited has been determined at approx. 219,38,90,660 (Indian Rupees Two Hundred Nineteen Crores Thirty-Eight Lakhs Ninety Thousand Six Hundred Sixty Only) subject to adjustment of debt and debt like items as defined in the share purchase agreement.

The Board is of the opinion that the proposed sale is in the overall interest of the company as after transfer of rights in the undertaking by way of selling equity shares, the Company will mainly focus on its core business i.e. manufacturing of electrical equipments which includes overhead conductors and electro porcelain high tension insulators. The net proceeds of the above-mentioned transaction will be utilized towards the expansion of manufacturing business and/or to repay the existing loans and reduce interest burden and/or for the general business purpose.

A Share Purchase Agreement (‘SPA) was executed/entered into and signed on 12^th June, 2025 between the DCM Shriram Limited (Purchaser) and Sellers, wherein Hindusthan Urban Infratsructure Limited is acting as one of the sellers in the agreement.

Further, members of the Company have also granted approval by way of special resolution through postal ballot dated 19^th July, 2025 for the purpose of execution of the aforesaid transaction in terms of Regulation 24(5) of SEBI (LODR) Regulations, 2015, which states that a listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than or equal to fifty percent or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting.

Given that the Hindusthan Speciality Chemicals Limited is a material subsidiary of the Company, the disposal by way of sale of shares of Hindusthan Speciality Chemicals Limited by the Company was subject to the approval of the members by way of a special resolution.

The Company is in the process of completion of necessary formalities and execution of the signed Share Purchase Agreement for successful completion of the aforementioned transaction.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 read with the rules made thereunder 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 12^th February, 2025 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 2024-25 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 2024-25, 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 read with the rules made thereunder.

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 2024-25 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 2024-25 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 are 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 Audit Committee.

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

COMPLIANCE WITH APPLICABLE PROVISIONS OF MATERNITY BENEFIT ACT. 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, including amendments made thereto and rules framed thereunder, to the extent applicable. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees.

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 23,136 for the financial year 2016-17 to the IEPF Authority and 1,323 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, 2025 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-fifth 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.

GENDER-WISE COMPOSITION OF EMPLOYEES

The gender wise composition of the employees of the Company as on 31st March, 2025 is as follows:

Male Employees: 309 Female Employees: 03

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 13, 2025	DIN:03158072