HLE Glascoat Ltd Directors Report

Dear Members,

Your directors are pleased to present the 34^th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

( in lakhs)

PARTICULARS	Consolidated		Standalone
	2024-2025	2023-2024*	2024-2025	2023-2024*
Revenue from Operations	1,02,758.68	96,792.02	55,112.27	59,070.85
Other Income	735.83	881.62	1,178.27	1,514.34
Total Income	1,03,494.51	97,673.64	56,290.54	60,585.19
Profit before Finance Costs, Depreciation, Exceptional	14,093.36	12,087.71	6,398.66	7,728.01
Items, Extraordinary Items and Tax
Less: Finance Costs	3,619.34	3,057.97	2,875.87	2,663.73
Profit before Depreciation, Exceptional Items,	10,474.02	9,029.74	3,522.79	5,064.28
Extraordinary Items and Tax
Less: Depreciation/ Amortisation/ Impairment	2,967.28	2,631.06	1,470.06	1,397.36
Profit before Exceptional Items, Extraordinary Items and Tax	7,506.74	6,398.68	2,052.73	3,666.92
Less: Exceptional Items and Extraordinary Items	0.00	530.97	0.00	530.97
Profit before Tax	7,506.74	5,867.71	2,052.73	3,135.95
Less: Current Tax, net of earlier year adjustments	1,709.90	2,200.14	288.28	782.42
Less: Deferred Tax	(379.90)	(421.29)	125.92	(310.31)
Profit after Tax for the financial year (A)	6,176.74	4,088.86	1,638.53	2,663.84
Profit for the financial year from Continuing Operations	6,176.74	4,450.74	1,638.53	3,025.72
Profit for the financial year from Discontinuing	-	(361.88)	-	(361.88)
Operations
Profit for the financial year (A)	6,176.74	4,088.86	1,638.53	2,663.84
Total Other Comprehensive Income/ Loss (B)	318.86	38.39	(62.62)	(32.43)
Total Comprehensive Income for the financial year (A+B)	6,495.60	4,127.25	1,575.91	2,631.41
Earnings Per Share (EPS in Rupees)
From Continuing Operations
Basic	9.05	6.52	2.40	4.43
Diluted	9.05	6.52	2.40	4.43
From Discontinuing Operations
Basic	-	(0.53)	-	(0.53)
Diluted	-	(0.53)	-	(0.53)

*Previous years figures are restated, regrouped, rearranged and recast, wherever considered necessary.

BUSINESS OVERVIEW

During the year under review (FY 2024-25), we continued to reinforce our position as a trusted partner to Indias chemical and pharmaceutical industries, both of which are benefiting from structural tailwinds such as increased global outsourcing, supply chain diversification, and rising domestic demand. As these process industries focus on capacity expansion and technology upgrades, the demand for high-quality and highly efficient equipment remains strong. We differentiated strengths in design, manufacturing, and application-specific engineering allow us to respond swiftly and effectively to these evolving customer requirements.

During FY 2024-25, the consolidated total revenues of the Company stood at 1,027.59 crores compared with 967.92 crores in the previous FY 2023-24, registering a growth of

6.2% on a year-on-yearbasis.Thefiltration, drying and other equipment contributed approximately 31% of the revenue at

313.92 crores compared to 373.67 crores in the previous year. The glass lined business contributed to the total revenue at 582.13 crores in FY 2024-25 against 496.76 crores in the previous FY 2023-24, posting a growth of 17.2% on a year-on-year basis. The consolidated EBITDA for the year was 140.93 crores compared with 120.88 crores in the previous FY 2023-24. The Company reported EBITDA margins of 13.7% against 12.5% in the previous FY 2023-24. The consolidated PAT stood at 61.77 crores compared with 40.89 crores in the previous FY 2023-24.

During recent times, the key end users of the Companys products viz. the Agrochemical, Specialty Chemical, Dyes, Pigment and the Active Pharmaceutical Ingredient manufacturers continued to grow, albeit at a lower rate. The order book of the Company for both the businesses continues to remain strong and this portends well for your Companys prospects in the foreseeable future. Our Directors attribute this improved performance, apart from the market growth and external factors, to various steps taken by the management in multiple facets of the business viz. increased manufacturing capacity, improvements in production processes, improved planning, focus on timely delivery and better marketing coverage.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Thaletec, GmbH and Thaletec Inc., USA

THALETEC GmbH ("Thaletec") (a company incorporated in Germany) is a wholly owned subsidiary of the Company; and Thaletec in turn has a wholly owned subsidiary, Thaletec Inc., USA.

The Financial Highlights of Thaletec GmbH (including its step-down subsidiary) is as under:

Financial highlights

( In Lakhs)

Particulars	2024-2025	2023-2024
Total Income	36,366.31	29,384.39
Profit Before Finance costs, Tax,	5,707.47	2,925.64
Depreciation and Amortisation (after adjusting Other Comprehensive Income)
Profit Before Tax (after adjusting Other Comprehensive Income)	4,752.38	2,015.29
Profit AfterTax (after adjusting Other Comprehensive Income)	3,308.56	1,346.95

( In Lakhs)

Particulars	2024-2025	2023-2024
Total Assets	21,833.59	21,886.46
Equity Share Capital	314.48	307.56
Other Equity	10,441.18	7,683.28
Total Equity	10,755.66	7,990.84

*Previous years figures are restated, regrouped, rearranged and recast, wherever considered necessary.

Kinam Group

The Company had agreed to acquire 70% equity stake in Kinam Engineering Industries, on August 7, 2023. On September 26,

2023, the Company completed acquisition of 35.56% profit share with a controlling interest in Kinam Engineering Industries, now Kinam Engineering Industries Private Limited (Kinam) for purchase consideration of Rs.79.97 crores in cash.

The Board approved an additional acquisition of 34.44% to have the profit share and controlling interest in Kinam to 70%, through a Scheme of Amalgamation. the Company had approved the Scheme by respective Committees and by the Board at their respective meetings held on February 13, 2024 and thereafter, received in-principle approval from both the Stock Exchanges, completed the process of obtaining approval of the Shareholders and the Secured Creditors through duly convened meeting dated March 18, 2025, as per Honble NCLT order against the application and thereafter, had filed a petition with Honble NCLT for final approval of the Scheme and the Honble NCLT has reserved the order in the matter.

In view of the above, the financial information for FY 2024-

2025 includes the performance of Kinam / KEIPL, KEPL which have become subsidiaries and also Kinam Process Equipment Private Limited (KPEPL) which have become step-down subsidiary (subsidiary of KEPL). The brief details of the subsidiaries is as under:

Kinam Engineering Industries (Kinam) (a partnership firm) / succeeded to Kinam Engineering Industries Pvt Ltd from January 01, 2024 - Subsidiary

Kinam Enterprise Private Limited (KEPL) - Subsidiary

Kinam Process Equipments Private Limited (KPEPL) - step-down subsidiary (subsidiary of KEPL).

The Financial Highlights of Kinam (KEIPL) / KEPL/ KPEPL is as under:

Particulars	Kinam Engineering Industries Private Limited (01/04/2024 to 31/03/25)	Kinam Process Equipments Private Limited (01/04/2024 to 31/03/25)	Kinam Enterprise Private Limited (01/04/2024 to 31/03/25)
Total Income	12,519.80	-	-
Profit Before Finance costs, Tax, Depreciation and	2,738.31	27.50	(0.80)
Amortisation (after adjusting Other Comprehensive Income)
Profit Before Tax (after adjusting Other Comprehensive Income)	1,761.46	27.50	(0.80)
Profit After Tax (after adjusting Other Comprehensive Income)	2,288.21	21.14	(1.41)
Total Assets	36,302.84	927.91	670.01
Equity Share Capital	22,501.00	668.14	668.14
Other Equity	2,850.66	240.18	(10.53)
Total Equity	25,351.66	908.32	657.61

Thaletec LLP (Previously known as Thaletec / H L Equipments)

Thaletec LLP (Previously known as Thaletec / H L Equipments) is an LLP, in which your Company owns 99% ownership interest. The partners of the Firm have entered into an LLP Agreement and have converted the Partnership Firm into LLP, w.e.f. February 12, 2025.

The Financial Highlights of Thaletec LLP is as under:

( In Lakhs)

Particulars	Thaletec LLP
	(01/04/2024 to 31/03/25)
Total Income	138.35
Profit Before Finance costs, Tax, Depreciation and Amortisation (after adjusting Other Comprehensive Income)	(27.54)
Profit Before Tax (after adjusting Other Comprehensive Income)	(27.54)
Profit After Tax (after adjusting Other Comprehensive Income)	(19.44)
Total Assets	556.51
Partners Capital account	100.00
Partners Current account	97.08

As per the requirements of Section 129(3) of the Companies Act,

2013, a statement containing salient features of the financial statements of subsidiary companies in Form AOC-1 is annexed hereto in Annexure-I and form part of this Report.

DIVIDEND

Your Directors are pleased to recommend a Dividend of 1.1(55%) per equity share of face value of 2/- each for the financial year ended March 31, 2025. The Dividend, subject to the approval of the Members at the 34^th Annual General Meeting will be paid, within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

TRANSFER TO RESERVES

The Board of Directors of your Company have transferred

750 lakhs to General Reserve for the Financial Year 2024-2025 under review.

SHARE CAPITAL

Your Companys paid-up Share Capital as on March 31, 2025 was 13.65 crores ( 13,65,30,960), comprising of 6,82,65,480 equity shares of 2 each, fully paid up.

During the financial year under review, your Company had redeemed 20% of the face value of 9.50% Non-Convertible Cumulative Redeemable Preference Shares at a premium of

189.38 per share as per the terms of issue and out of the profits of the Company in accordance with Section 55 of the

Companies Act, 2013.

Your Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Your Company has not issued any sweat equity shares during the financial year under review and hence no information as per the provisions of Section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Your Company has not issued any equity shares under any

Employees Stock Option Scheme during the financial year under review and hence no information as per the provisions of Section

62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and hence no information in connection therewith has been furnished.

During the financial year, the Company had not bought back its shares, pursuant to the provisions of Section 68 of the Companies Act, 2013 and Rules made thereunder.

During the financial year, the Company had not made any provisions of money or had not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of the Companies Act, 2013 and Rules made thereunder.

DEPOSITS

Your Company had not accepted/ renewed any deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013 read with Chapter V and the Companies (Acceptance of Deposits) Rules, 2014, during the FY 2024-25 and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date.

CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations in a timely manner. ICRA Limited has assigned its ratings with regards to the banking facilities enjoyed by your Company as "A" (for long term facilities) and A2+ (for short-term facilities) with a stable outlook.

The details of credit ratings obtained by the Company are placed on the Companys website:

https://www.hleglascoat.com/wp-content/uploads/2025/04/ INTIMATIONOFCREDITRATINGICRA_sd.pdf

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS - UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013 have been provided in the note no. 31(b) to the consolidated Financial Statements and the note no. 30(c) to the Standalone Financial Statements. Your Company has complied with the provisions of

Sections 186 of the Companies Act, 2013 to the extent applicable, with respect to the loans and investments made.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2024-2025 and in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Rules made thereunder:

Dividend amounting to 14.64 lakhs pertaining to the FY 2016-17, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

8.07 lakhs have been transferred to the IEPF Authority towards the final equity dividend declared for FY 2023-24 at the Annual General Meeting held on September 26, 2024, for the 7,67,150 equity shares held by the IEPF Authority.

7,000 equity shares of 2 each have been transferred to the IEPF Authority after compliance of due procedures as prescribed and 5,200 shares have been credited to the Shareholders account against their claim, from the IEPF Authority.

DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and

Refund) Rules, 2016, the details of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund Authority (IEPF Authority) are as under:

Name: Achal Thakkar

Designation : Company Secretary and Nodal

Postal Address : H-106, GIDC Estate, Vitthal Udyognagar, Anand - 388121, Gujarat, India.

Telephone No. : 02692-236842-45 E-mail ID : share@hleglascoat.com

The Company has also displayed the details of Nodal Officer at its website at www.hleglascoat.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a policy on Related Party Transactions and the said Policy is available on the Companys website in Policies section on https://hleglascoat.com/wp-content/uploads/2022/02/POLICY-FOR-RELATED-PARTY-TRANSACTIONS_11.02.2022-1.pdf

During the financial year under review, your Company has entered into related party transactions on an arms length basis and in the ordinary course of business and the same are in compliance with Section 188 of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No material contract or arrangement with related parties was entered into during the financial year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Further, all such contracts/ arrangements/ transactions were placed before the meetings of the Audit Committee, Board of Directors and the Shareholders, as may be required, for their approval. Prior approval/s of the Audit Committee/ Board / Shareholders, as may be required, including omnibus approvals, if any, are obtained on an annual basis, which is reviewed and updated on a quarterly basis.

PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company in its regular course of business makes best effort to conserve the resources and continuously implements measures required to save energy. The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are furnished in the Annexure-II, which forms part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in Annexure-III and forms part of this Report.

B. The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and forms part of this Report.

C. None of the employees of the Company have drawn remuneration of 1,02,00,000 or more per annum or

8,50,000 or more per month or for any part of the year, except Mr. Himanshu Patel, Managing Director, whose remuneration details is mentioned in the Corporate Governance Report and except the persons whose details are mentioned in the Top 10 employees in Annexure IV, forming part of the Boards Report. There being no other employees falling under the subject category, the particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, exceeding two percent of the equity shares of the Company.

ANNUAL RETURN

The Annual Return for the FY 2024-25 has been uploaded on the Companys website: https://hleglascoat.com/corporate- governance/ in accordance with the provisions of Section 134 of the Companies Act, 2013.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT [BRSR]

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated November 4, 2015 and the Business Responsibility & Sustainability Report detailing the various initiatives taken by the Company on the environmental, social and governance front, is annexed hereto in Annexure-V and forms part of this Report. CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance is annexed hereto in Annexure-VI and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required under Part

E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by Mr. Nimish Mehta (CP No. 9651), proprietor of M/s. N. M. & Co., Practicing Company Secretaries, Mumbai confirming to the compliance with the conditions of Corporate Governance, is also annexed hereto which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Management Discussion and Analysis is annexed hereto in Annexure-VII and forms part of this Report.

RISK MANAGEMENT

Your Company recognises the importance of managing risk in the business to sustain growth. Pursuant to provisions of Regulations 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act,2013 ("the Act") and other applicable provisions, if any, the Board of Directors of the Company has approved and framed "Risk Management Policy" of the Company, which is available on the website of the Company at https://hleglascoat.com/wp-content/uploads/2021/09/HGL_RISK-MANAGEMENT-POLICY. pdf. The Risk Management Policy has a detailed risk assessment and minimisation procedures and wherein all material risks faced by your Company are identified and assessed. The Risk

Management Policy adopted by your Company establishes a structured and disciplined approach to Risk Management, in order to guide the Board on decisions on risk related issues and to mitigate various risks viz. economic risk, production risk, inventory management risk, technology risk, competition risk, financial risk, raw material price fluctuation risk, pandemic human resource risk, reputation risk, legal risk, regulatory risk, cyber risk, etc.

Your Company has also formed a Risk Management Committee, having the following members:

a. Mr. Aalap Patel - Chairperson (Executive Director) b. Mr. Sandeep Randery - Member (Independent Director) c. Mr. Yatish Parekh - Member (Independent Director)

During the FY 2024-25, Three (03) Meetings were held on May 27, 2024, November 11, 2024 and February 10, 2025 wherein, all the major and important risks identified for the Company and relevant mitigation measures were reviewed and discussed.

The main objective of this Policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the Companys business and processes.

The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(C) read with

134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors of your Company are well experienced with expertise in their respective fields of technical, financial, strategic and operational management and administration. None of the

Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with your Company except as stated elsewhere in this Report and in the notes to the accounts.

Mr. Nilesh Patel, Non-Executive Director (DIN: 00141873), is retiring by rotation and being eligible, have offered himself for reappointment at the ensuing Annual General Meeting. The brief profile of Mr. Nilesh Patel has been given in the Notice convening the Annual General Meeting.

The day-to-day operations of your Company are managed by its Key Managerial Personnel ("KMP") viz. the Managing Director, the Whole-Time Director, the Executive Director, the

Chief Financial Officer and the Company Secretary. As required under the provisions of Section 203 of the Companies Act, 2013, Mr. Himanshu Patel (DIN 00202312), Managing Director, Mr. Aalap Patel (DIN 06858672), Executive Director, Mr. Harsh Patel (DIN: 00141863), Whole-Time Director, Mr. Naveen

Kandpal, Chief Financial Officer of the Company and Mr. Achal

Thakkar, Company Secretary are the Key Managerial Personnel of your Company as on the date of this Report.

The Nomination and Remuneration Committee has formulated the Policies relating to the appointment and remuneration of the Directors of your Company, laying down criteria for determining qualification, positive attributes, independence of directors, etc

The Policy is available on the Companys website:

https://www.hleglascoat.com/wp-content/uploads/2025/04/ Policy-for-Appointment-of-the-Directors.pdf.

BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

The Board of Directors has constituted the following Statutory Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the financial year under review are given in the

Corporate Governance Report annexed hereto and forming part of this Report.

NUMBER OF BOARD MEETINGS

The Company has complied with the provisions for holding Board Meetings and the gap between two meetings did not exceed 120 days. Five (5) Meetings of the Board of Directors of the Company were held during the year under review on May 27, 2024, August 05, 2024, November 11, 2024, January 30, 2025 and February 10, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 the Company has received declarations from all Independent

Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and they hold high standards of integrity. The Independent Directors have complied with the Code for Independent Directors prescribed in

Schedule IV to the Companies Act, 2013 and have also confirmed that their registration with the databank of the Independent Directors, maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies

(Appointment and Qualifications of Directors) Rules, 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

During the FY 2024-25, the Board of Directors of your Company has carried out an Annual Performance Evaluation of the Board, its Committees and all the individual Directors as per the Companys Policy for Performance Evaluation of Directors.

(i) The Board, in its Meeting held on February 10, 2025, has carried out the evaluation task of the entire Board, the Committees of the Board, the Chairperson, the Managing Director, the Executive Director, the Whole-Time Director, the Non-Executive Director and the Independent Directors individually, for the period from January 1, 2024 to December 31, 2024. In accordance with the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV, annual performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated.

The performance of each Independent Director has been evaluated on various parameters like ethics/ values, interpersonal skills, competence and general administration, liaison skills, participation in meetings, etc. The Board was satisfied that each of the Independent Directors has been acting professionally and has brought his/ her rich experience in the due deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting held on February 10, 2025, carried out the performance evaluation of all the non-Independent Directors and the Board as a whole, with special attention to the performance of the Chairperson of the Company for the period from January 1, 2024 to December 31, 2024. The various criteria considered for the purpose of evaluation included composition of the board, ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Independent Directors were of the view that the Chairperson and all the other non-Independent Directors were competent and the results of the evaluation were satisfactory and adequate to meet your Companys requirements.

(iii) TheNominationandRemunerationCommittee,initsMeeting held on February 10, 2025, reviewed the performance of the Executive Directors of the Company with special attention to the leadership criteria for the Managing Director, the Executive Director and the Whole-Time Director for the period from January 1, 2024 to December 31, 2024. The various criteria considered for purpose of evaluation included ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Committee was of the view that the Managing Director, the Executive Director and the Whole-Time Director were capable and the results of the evaluation were satisfactory and adequate to meet your Companys requirements.

The Board also expressed its satisfaction over the process of evaluation.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance with the provisions of Section 135 of the Companies Act, 2013, details of which are provided in the Corporate Governance Report annexed hereto and forming part of this Report. The CSR Policy of your Company as approved by the Board of Directors is available on the Companys website: https://hleglascoat.com/wp-content/uploads/2021/04/CSR-POLICY.pdf in the Corporate Social Responsibility section.

The CSR activities as required to be undertaken under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under the CSR Policy for the FY 2024-25, amount spent, amount unspent and the reason for the unspent amount, if any; is annexed hereto in Annexure-VIII and forms part of this Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy as envisaged under the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The Policy provides for protecting confidentiality of those reporting violation(s) and restricts any discriminatory practices against them. The mechanism provides for adequate safeguards against victimisation of employee(s) and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Policy covers malpractices and/ or events related to all issues that could have grave impact on the operations and performance of the business of your Company. The concerned matters are to be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil Mechanism of your Company.

During the FY 2024-25 no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee, who have been appointed as the Whistle Blower Officers of the Company.

The details of establishment of Vigil mechanism/ Whistle Blower policy and the contact details of the Whistle Blower Officers are available on the Companys website:

h t t p s : / / w w w . h l e g l a s c o a t . c o m / w p - c o n t e n t / uploads/2023/08/HGL-WHISTLE-BLOWER-POLICY-VIGIL-MECHANISM_12.06.2021-R.pdf

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted the Dividend Distribution Policy which is available on the Companys Website at https://hleglascoat.com/wp-content/uploads/2021/10/HGL-DIVIDEND-DIST-POLICY_Website.pdf

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

YourCompanyhasframedaPolicyagainstsexualharassmentanda formal process for dealing with complaints relating to harassment or discrimination. The said Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC) to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace. No unresolved complaints were there as on the start of the financial year, no complaints were received during the financial year and no complaints were pending to be resolved as at the end of the financial year.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of your Company which have occurred during the period between the end of the financial year to which the financial statements relate and the date of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has strong integrated systems for internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The

Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to

Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

Significant audit observations and corrective actions thereon if any, were presented to the Audit Committee of the Board.

Your Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of your Company and to detect and mitigate irregularities and frauds.

In accordance with the requirements of the Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

STATUTORY AUDITORS AND INDEPENDENT AUDITORS REPORT

M/s. M M Nissim & Co LLP, Chartered Accountants, Mumbai (Firm Registration No. 107122W/W100672) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years at the 31^st Annual General Meeting to hold the office from conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting.

The Auditors Report given by M/s. M M Nissim & Co LLP, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2025, forms part of the Annual Report.

There is no qualification, reservation or adverse remark or any disclaimer of opinion in their Report.

In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act) and revised

Secretarial Standards-2, the requirement of ratification of the appointment of the Statutory Auditors in every Annual General

Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has not been placed as an agenda item in the AGM Notice for the approval of the members/shareholders.

REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of

Section 143 of the Companies Act, 2013, during the financial year under review, to the Audit Committee or the Board of Directors.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Company had appointed M/s. N. M. & Co., Practicing Company Secretaries (Firm Registration No. S2010MH142200 and Peer review No. 2385/2022) as the Secretarial Auditors for the FY 2024-25 in accordance with Section 204 of the Companies Act, 2013. The Report on Secretarial Audit issued by the Secretarial Auditors for the FY 2024-25, in Form MR-3, is annexed hereto in Annexure- IX and forms part of this Report.

There is no qualification, reservation or adverse remark or any disclaimer of opinion in their Report.

Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder, Regulation 24A of the SEBI Listing Regulations read with newly issued SEBI Circular No. SEBI/HO/ CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, on the recommendation of the Audit Committee, the Board has appointed M/s. N. M. & Co., Practicing Company Secretaries (Firm Registration No. S2010MH142200 and Peer review No.

2385/2022) as the Secretarial Auditors for the financial years from 2025-26 to 2029-30, subject to approval of the Shareholders in a general meeting. The Company has received consent and requisite documents from the Firm, for their appointment.

Accordingly, the Board of Directors recommends to the Members, the resolution seeking appointment of the Secretarial Auditors, as per details provided in the Notice of the AGM.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

INTERNAL AUDITORS

M/s CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) had conducted the internal audit of your Company for the Anand works for the FY 2024-25; and M/s. AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) had conducted the internal audit of your Company for the Maroli works and for the Silvassa Works for the FY 2024-25.

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Audit Committee, the Company has appointed M/s CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) and M/s AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) as the Internal Auditors, for the Anand works and the Maroli & Silvassa Works respectively for the FY 2025-26.

The Company has received the consent from the respective firms for their said appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed under the said rules. The cost audit for the FY 2024-25 of the said records was carried out by M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), the Cost Auditors appointed by the Company.

Further, the Board on the recommendation of the Audit Committee has appointed M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), as the Cost Auditors of the Company for the FY 2025-26. The Company has received the consent from them for their re-appointment. Accordingly, the Board of Directors recommends to the Members, the resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 as per details provided in the Notice of the ensuing Annual General Meeting.

LISTING REGULATIONS COMPLIANCE / LISTING ON NSE

The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Secretarial Standards. There has been no penalty / stricture imposed on the Company by Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during last three financial years.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

No significant and material orders were passed by the Regulators or the Courts or Tribunals during the financial year under review.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended from time to time, before the National Company Law Tribunal (NCLT) or any other Courts as on March 31, 2025.

GENERAL

During the financial year under review, there was no change in nature of business of the Company.

During the financial year under review, there was no one time settlement with the Banks/ Financial institutions.

ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to thank your Companys customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees to the operations of your Company for its continued growth and success.

	By the Order of the Board of
	HLE Glascoat Limited
	Sd/-	Sd/-
	Himanshu Patel	Aalap Patel
Date: May 19, 2025	Managing Director	Executive Director
Place: Anand	(DIN: 00202312)	(DIN: 06858672)