Your Directors’ hereby present the 30th Annual Report on the business and operations of the Company,
together with the Audited Statements of Accounts and the Auditors’ Report for the year ended 31^st
March, 2024.

1. FINANCIAL HIGHLIGHTS:

(in Lakhs)

2. DIVIDEND:

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the
year under review.

3. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY’S AFFAIRS:

During the year under review, Your Company has Nil turnover. Your Company has occurred Loss of
INR 6.73 (In Lakh) as against the profit we have earned INR 9.76 (In Lakh) in the previous year.

4. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the financial year.

5. SHARE CAPITAL

During the period under review, the Authorized Share Capital of the Company has increased from INR

3.50.00. 000 (Three Crore Fifty Lakh Only) divided into 35,00,000 Shares of INR 10 each to

50.00. 00.000 (Fifty Crore Only) divided into 5,00,00,000 Shares of INR 10 each.

On 31^st March, 2023, the paid-up equity share capital stood at INR 3,00,09,000 (Indian Rupees Three
Crore Nine Thousand Only) divided into 30,00,900 equity shares of INR 10 each.

6. AMOUNT TRANSFERRED TO RESERVES

The Board of Directors of the Company have not transferred any amount to the Reserves for the year
under review.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies
Act, 2013. As of the date of the report, your company has the following Directors on its Board:

During the year under review following changes took place in the Board of Directors and Key
Managerial Persons:

• Mrs. Ramdulari Saini has resigned from the post of Company Secretary cum Compliance
Officer of the Company w.e.f. 22^nd May, 2023.

• Mr. Asutosh Raulo has resigned from the post of Managing Director and Chairman of the
Company w.e.f. 14^th June, 2023.

• Mr. Balaji B. Raut has resigned from the post of Non-Executive Independent Director of the
Company w.e.f. 14^th June, 2023.

• Mr. Sunil Kataria has resigned from the post of Chief Financial Officer of the Company w.e.f.
14^th June, 2023.

• Ms. Pooja Lalchand Kumawat has resigned from the post of Non-Executive Independent
Director of the Company w.e.f. 30^th June, 2023.

• Mr. Krishna Kumar Jhunjhunwala has resigned from the post of Executive Director of the
Company w.e.f. 04^th August, 2023.

• Mr. Anish has resigned from the post of Managing Director and Chief Financial Officer w.e.f.
1^st March, 2023.

• Mrs. Ritika Sharma has resigned from the post of Non-Executive Non-Independent Director of
the Company w.e.f. 2^nd March, 2023.

• Mr. Parminder Singh has resigned from the post of Non-Executive Independent Director of the
Company w.e.f. 2^nd March, 2023.

• Mr. Gurdeep Singh has resigned from the post of Non-Executive Independent Director of the
Company w.e.f. 2^nd March, 2023.

8. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the

Board of Directors’ and ‘General Meetings’, respectively, have been duly complied with by the

Company for the Financial Year 2023-24.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable
accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected 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 as at 31st March, 2024 and of the profit or loss of the Company for that
period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting frauds and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

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

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

10. AUDITORS & AUDITORS’ REPORT

Statutory auditors:

The Company has appointed M/s. Kapish Jain & Associates, Chartered Accountants as Statutory

Auditors of the Company, for the period of 5 consecutive years from the conclusion of this Annual

General Meeting till the conclusion of 34^th Annual General Meeting to be held in the year 2028.

Auditors’ Qualifications and Management’s Reply:

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call
for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse
remark or disclaimer.

Cost auditor:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not
applicable to the Company.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Vikas
Verma & Associates, Company Secretaries, having its registered office at B-502, Statesman House,
148, Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for the year 2023-2024. The Report
of the Secretarial Audit is annexed herewith as Annexure-I. The said Secretarial Audit Report does not
contain any qualification, reservations, adverse remarks and disclaimer.

Internal Auditor:

Pursuant to the provision of Section 134 of companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Appointment of M/s VAPS & Co., Chartered
Accountants (FRN:003612N), as an internal Auditor of the company for the Financial year 2023-24.

11. LISTING OF SECURITIES

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock
exchange.

12. MEETINGS OF THE BOARD AND OTHER COMMITTEES:

Meeting of the Board

During the year, the Board of Directors met 13 (Thirteen) times during the financial year 2023-24.

The maximum interval between any two meetings did not exceed 120 days.

The Board held 13 (Thirteen) meetings during the period ended on 31st March, 2024 i.e., on (i) 30^th
May, 2023 (ii) 14^th June, 2023, (iii) 25^th July, 2023 (iv) 29^th July, 2023 (v) 4^th August, 2023 (vi) 18^th
August, 2023 (vii) 19^th October, 2023 (viii) 23^th October, 2023 (ix) 27^th October, 2023 (x) 7^th February,
2024, (xi) 1^st March, 2024 (xii) 2^nd March, 2024 (xiii) 22^nd March, 2024.

Attendance at the meetings of the Board and at the last Annual General Meeting was as follows:

Other Committee

The following Committees constituted by the Board function according to their respective roles and
defined scope:

Audit Committee:

The Company has duly constituted an Audit Committee of directors in compliance with Section 177 of
the Companies Act, 2013 consisting of Three (3) members out of whom Two (2) are Independent and
One (1) is Non-Executive Director (Ms. Subimol Abhilash Murali, Mr. Chetan Balubhai Patel and Mr.
Sankalp Kawatra)

Six Audit Committee meetings were held as follows: (i) 30^th May, 2023, (ii) 29^th July, 2023 (iii) 04^th
August, 2023 (iv) 18^th August, 2024 (v) 27th October, 2023 (vi) 07^th February, 2024.

As on 1^st April, 2024, composition of Audit committee is as follows:

Ms. Pooja Kumawat has resigned from the position of Directorship w.e.f. 30^th June, 2023 and the Board
of Directors of the Company reconstituted the Audit Committed as under on 30^th June, 2023.

The Board of Directors of the Company reconstituted the Audit Committed as under on 2^nd March,
2024.

Nomination & Remuneration Committee:

The Committee has the overall responsibility of approving and evaluating the Nomination and
Remuneration plans, policies and programs for Executive/ Non-Executive Directors. The composition
of the Nomination and Remuneration Committee of the Board of Directors of the Company is as
follows:

Ms. Subimol Abhilash Murali
Mr. Chetan Balubhai Patel
Mr. Sankalp Kawatra

During the year under review total 5 (Five) Meetings of the Committee were held on 14th June, 2023,
25th July, 2023, 23rd October, 2023, 01st March, 2024 and 02nd March, 2024.

As on 1^st April, 2024 Composition of Nomination and Remuneration Committee is as follows:

Ms. Pooja Kumawat has resigned from the position of Directorship w.e.f. 30^th June, 2023 and the Board
of Directors of the Company reconstituted the Nomination and Remuneration Committee as under on
30^th June, 2023.

The Board of Directors of the Company reconstituted the Nomination and Remuneration Committee as
under on 2^nd March, 2024.

Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee of the Board of Directors of the Company
along with the details of meeting held and attended by the Members of the Committee during the
Financial Year 2023-2024 is detailed below:

One Stakeholders Relationship Committee meetings were held as follows: 23^rd October, 2023

The Board of Directors of the Company reconstituted the Stakeholders Relationship Committee as
under on 14^th June, 2023.

Ms. Pooja Kumawat has resigned from the position of Directorship w.e.f. 30^th June, 2023 and the Board
of Directors of the Company reconstituted the Stakeholders Relationship Committee as under on 30^th
June, 2023.

The Board of Directors of the Company reconstituted the Stakeholders Relationship Committee as
under on 2^nd March, 2024.

13.INDEPENDENT DIRECTORS

The Company has Independent Directors as per The Companies Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015.

The independent Directors meet without the presence of Non- Independent Directors. These meetings
are formal and enable the Independent Directors to interact and discuss matters including review of
performance of the Non- Independent Directors and the Board as a whole, review the performance of
the Chairman of the Company, taking into account views of Executive/ Non- Executive Directors and
assessing the quality, quantity and timeliness of flow of information between the Company's
management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

The Meeting of Independent Director was held on 03^rd March, 2024 and all the Independent Directors
of the Company were present at the Meeting.

14.DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from independent directors of the Company confirming that
they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.

15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate combination of executive and independent directors to
maintain the independence of the Board. As on 31^st March 2024, the Board consisted of 4 members,
one of whom was Whole Time Director and Two were independent directors. The Board will annually
evaluate the need for change in its composition and size. The policy of the Company on directors'
appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178(3) of the Companies Act,
2013, adopted by the Board. The remuneration paid to the directors is as per the terms laid out in the
Nomination and Remuneration policy of the Company.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,
Independent Directors at their meeting held on 03^rd March, 20234 without the participation of the Non¬
independent Directors and Management, considered/evaluated the Boards’ performance, Performance
of the Chairman and other Non-independent Directors. SEBI (LODR) Regulations, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states
that a formal annual evaluation needs to be made by the Board of its own performance and that of its
committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the Board of Directors, excluding the
director being evaluated. The evaluation of all the directors and the Board as a whole was conducted
based on the criteria and framework adopted by the Board.

17. RISK MANAGEMENT

The Board takes responsibility for the overall process of risk management throughout the organization.
Through an Enterprise Risk Management programme, our business units and corporate functions
address risks through an institutionalized approach aligned to our objectives. This is facilitated by
corporate finance. The Business risk is managed through cross-functional involvement and
communication across businesses. The results of the risk assessment are presented to the senior
management.

18. PUBLIC DEPOSITS

The Company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

19. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015,
compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b)
to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply
to the company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not
exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under
the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, therefore Company is not required to comply with the said provisions.

20. BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012
has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view
of the requirements specified, the Company is not mandated for the providing the BRR and hence do
not form part of this Report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Regulation 34(3) read with Schedule-
V of the SEBI (LODR) Regulations, 2015 is presented in a separate section in this Annual Report.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are
as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipment’s;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import

substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year: -

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year

23. WHOLE TIME DIRECTOR & CFO AND FINANCE MANAGER CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Whole Time Director
& CFO and Finance Manager’s Certification is at Annexure-II.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

During the Financial Year 2023-24, there is no changes and commitments affecting the financial
position of the company.

25.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company. Hence, provisions
of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial
statements are not applicable.

26.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid in previous years.

27.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL STATEMENTS

According to Section 134(5) of the Companies Act, 2013, the term “Internal Financial Control (IFC)”
means the policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to the Company’s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial information. The Company has adequate internal control
procedures commensurate with the size, scale and complexity of its operations.

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

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of
the Act are given in the Notes to the Financial Statements forming part of Annual Report.

29. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the policy of the Company on materiality
of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and
the same is attached to this report. (Annexure III).

All the contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in its ordinary course of business and on an arm’s length basis.

There were no transactions of material nature with Directors/ Promoters or any related entity, which
will have any potential conflict with the interests of the Company at large.

30. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return for FY 2023-24 is available on Company’s website at www.hcsl.co.in

31.STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE
5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in “Annexure-IV” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.

32. THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has
adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints
received on sexual harassment. During the financial year under review, the Company has not received
any complaints of sexual harassment from any of the women employees of the Company.

33. RISK MANAGEMENT POLICY

The Board has adopted Risk Management Policy for ensuring the orderly and efficient conduct of its
business, including adherence to company’s policy, safeguarding of its assets, Prevention detection
fraud and error etc.

34. FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarization programme. The Company also conducts orientation
programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarization programme for Independent Directors is disclosed on the
Company’s website www.hcsl.co.in.

35. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion Analysis Report forms an integral part of this Annual Report.

36. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members
and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical
decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in
the organization must know and respect existing laws, accept and provide appropriate professional
views, and be upright in his conduct and observe corporate discipline. The duties of Directors including
duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code
of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code
of Conduct annually.

37.CORPORATE SOCIAL RESPONSIBILITY 1CSR1:

The Company has not developed and implemented any Corporate Social Responsibility as prescribed
under provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy), 2014 as the same are not applicable on the Company.

38.SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

There are no significant and material order passed by the regulators or Courts or Tribunal’s impacting
the going concern status of our Company and its operation in future.

39. WEBSITE OF THE COMPANY

Your Company maintains a website www.hcsl.co.in where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 have been provided.

40. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner
by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees
to report to the management instances of unethical behavior, actual or suspected, fraud or violation of
the Company’s code of conduct or ethics policy. The vigil mechanism provides a mechanism for
employees of the Company to approach the Chairperson of the Audit Committee of the Company for
redressal. No person has been denied access to the Chairperson of the Audit Committee. The policy of
vigil mechanism is available on the Company’s website at
http://www.hcsl.co.in/resource/Investor Relations/Corporate Governance.aspx

41. STATEMENT ON OTHER COMPLIANCES

Your director state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares and employees’ stock options schemes) to employees
of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries;

e. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company;

f. Scheme of provision of money for the purchase of its own shares by employees or by trustees for
the benefit of employees;

g. Payment of remuneration or commission from any of its holding or subsidiary companies to the
Managing Director of the Company;

h. Issue of debentures/bonds/warrants/any other convertible securities.

i. Details of any application filed for Corporate Insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016.

j. Instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company’s employees for their contribution
towards the Company’s performance. The Directors would also like to thank the shareholders,
employee unions, customers, dealers, suppliers, bankers, governments and all other business associates
for their continuous support to the Company and their confidence in its management.

For and on behalf of the Board of Directors
Harmony Capital Services Limited

Sd/- Sd/-

Place: Mumbai Subimol Abhilash Murali Jatinder Bagga

Date: 04.09.2024 Director Managing Director & CFO

DIN: 10531014 DIN: 10531062