Your Directors are pleased to present the 121st Annual Report
together with the Audited Financial Statements for the year
ended March 31, 2025.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March
31, 2025 is summarized below:

(Rs. in lakhs)

REVIEW OF OPERATIONS

The revenue from operations of the Company for the Financial
Year 2024-25 was Rs.3315.25 Lacs as against Rs. 8826.40 Lacs
of the previous year.

Textile

The manufacturing activity of the Textile unit was temporarily
suspended with effect from October 03, 2024 due to poor
demand and extremely poor contributions. During the year, the
Company received resignations from certain staff and workers
of the Textile division at Karad and the Marketing staff. Full
and final settlement of the said staff and workers have been
completed.

The Board of Directors at their meeting held on April 15, 2025,
has decided for closure of the Textile Unit subject to the approval
of Government Authorities. The decision was taken due to drop
in demand of the Textile products, continuous losses incurred
for more than five years, no foreseeable viability of operations.
The Company has filed an application for the closure of the
Textile Unit with the Government Authority in the third week
of April 2025.

Engineering

The market for the company’s products was stagnant due to a
global slowdown in textile and paper products. The Company
has made inroads into selling machines and rolls to the Technical
Textile Industry which has a greater potential for the future.
The Company had exported machine and rolls amounting to
Rs.91.46 Lacs to Bangladesh and Turkey during the year.

DIVIDEND

In view of the losses incurred during the year under review, the
Directors have not recommended dividend for the year ended
March 31, 2025.

FIXED DEPOSITS

The Company has not accepted any deposits from the public
during the year under review. There are no outstanding deposits
remaining unpaid / unclaimed as on March 31, 2025.

DIRECTORS

Mr. Sujal A. Shah and Mr. Bhavesh Panjuani, the independent
directors completed their second terms of five years on
September 26, 2024. The Board appreciated their contributions
as independent directors of the Company.

Mr. Khushaal C. Thackersey, Joint Managing Director of the
Company, retires by rotation at 121^st Annual General Meeting and
being eligible offered himself for re-appointment as a Director
of the Company. The Board recommends his reappointment as a
director retiring by rotation.

The Board also recommends the reappointment of Mrs. Geeta
J. Palan as an Independent director with effect from June 26,
2024, for a further period of five years. In the opinion of the
Board, Mrs. Geeta J. Palan is a person of integrity and possesses
relevant expertise and experience.

Their brief profiles as required under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are part of the
Notice convening the Annual General Meeting.

COMMITTEES OF THE BOARD

Details of all the Committees, their composition and meetings
held during the year are provided in the Corporate Governance
Report, a part of this Annual Report.

INDUSTRIAL RELATIONS

Forty workers (Textile unit) resigned during the year. The
Company had terminated 46 workers of the Textile unit on
disciplinary ground in April 2025. The Company has filed
an application for the closure of the Textile Unit with the
Government Authority in the third week of April 2025.

Industrial relations of the Engineering unit is cordial.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All transactions entered by the Company during the financial
year with related parties were in the ordinary course of business
and on an arm’s length basis. Form AOC-2 giving details of
transactions with related parties referred to in sub-section (1)
of section 188 is herewith enclosed, marked as Annexure I.

The policy on Related Party Transactions as approved by the
Board is uploaded on the Company’s website at https://www.
hindoostan.eom/downloads/#Policies-download.

COMPLIANCE UNDER THE COMPANIES ACT

1) Annual return

Annual return referred to in sub-section (3) of section 92 has
been placed on website of the Company, website address
https ://www. hindoostan. com/downloads/# Annual-Return

2) No. of Board Meetings

Four Meetings of Board of Directors were held during the
year.

3) Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(3) (c) and 134(5)
of the Companies Act 2013, the Directors confirm to the
best of their knowledge and belief:

(a) that in the preparation of the annual accounts, the
applicable accounting standards had been followed and
there are no material departures;

(b) that 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 and loss
of the Company for that period;

(c) that the directors had taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts on
a going concern basis;

(e) that the directors have laid down internal financial
controls to be followed by the Company and such
internal financial controls are adequate and operating
effectively; and

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

4) Declaration from Independent directors

All the Independent Directors have given declarations that
they meet with the criteria of Independence as prescribed
under sub-section (6) of Section 149 of the Companies Act,
2013 and under SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015.

5) Policy

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy on directors’
appointment and remuneration including criteria for
determining qualifications, positive attributes, independence
of a director, appointment of Directors, Key Managerial
Personnel, Senior Management and to fix/review their
remuneration. Policy is on the Company’s website at https://
www.hindoostan.com/downloads/#Policies-download.

6) Particulars of Loans, Guarantees or Investments

The Company has not given any loan and guarantee nor
made any investments under Section 186 of the Companies
Act, 2013.

7) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Board has carried out
an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of
the working of its Audit, Stakeholders Relationship and
Nomination & Remuneration Committees.

8) No application is made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year.

9) Information under section 197

i. The information required pursuant to Section 197 read
with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given below:

There was no employee drawing remuneration of
Rs. One Crore and Two Lacs during the year or
Rs.8,50,000/- per month for a part of the year covered
under Section 197 of the Companies Act, 2013 read
with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

ii. The ratio of the remuneration of the Joint Managing
Directors to the median remuneration of the employees
of the Company for the financial year.

Mr. Khushaal C. Thackersey : 20.8:1

Mr. Abhimanyu J. Thackersey : 20.8:1

iii. The percentage increase in remuneration of each
Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the
financial year.

iv. The percentage increase in the median remuneration of
employees in the financial year: 0%

v. The number of permanent employees on the rolls of the
Company:

- 150 employees as on March 31, 2025

vi. Average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration

and justification thereof and point out if there are
any exceptional circumstances for increase in the
managerial remuneration.

Average Salary Increase for KMP’s : 4.90%

Average Salary Increase for non-KMP’s : 5.24%

vii. Affirmation that the remuneration is as per the
Remuneration policy of the Company.

The remuneration paid to employees of the Company is
as per the remuneration policy of the Company.

viii. The statement containing names of top ten employees
in terms of remuneration drawn as required under
Section 197(12) of the Act read with Rules 5(2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in a
separate Annexure forming part of this Report and the
accounts are being sent to the Members excluding the
aforesaid Annexure.

In terms of Section 136 of the Act, the said Annexure
is open for inspection at the Registered Office of the
Company. Any shareholder interested in obtaining a
copy of the same may write to the Company Secretary.

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

A. Conservation of energy

i. Steps taken by the Company for utilizing alternate
sources of energy: -

- Nil

ii. The Capital investment on energy conservation
equipment.

- Nil

B. Technology absorption

i. The efforts made towards technology absorption

- Nil

ii. The benefits derived like product improvement,
cost reduction, product development or import
substitution;

- Nil

C. Foreign Exchange Earnings & Outgo:

RISK MANAGEMENT POLICY

The Company has developed a risk management policy
identifying primary risk and secondary risk. Primary risk
includes manpower development, product efficiency, fluctuation
in price of raw materials and competition. The profitability of
the Company may be affected on account of these risk factors.

The Company has sought approval of the Government Authority
for the closure of the Textile Unit due to drop in demand,
continuous losses incurred for more than five years, and no
foreseeable viability of operations.

Financial risk management is mentioned in Note no. 32 (VII) of
Other Notes to Accounts, please refer page no. 101 to 105 of the
Annual Report.

CORPORATE GOVERNANCE

The Company is maintaining the standards of Corporate
Governance and adheres to the corporate governance
requirements set out by SEBI. The Report on Corporate
Governance as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is an integral
part of this Report. The requisite certificate from M/s. K.

C. Nevatia & Associates, Practicing Company Secretaries
confirming compliance with the conditions of corporate
governance is attached to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors of your Company has constituted
a Corporate Social Responsibility (CSR) Committee consisting
of Mr. Anant P. Patel, Mr. Amol P Vora, Ms. Geeta J. Palan and
Mr. Khushaal C. Thackersey. The Committee has formulated and
recommended to the Board a CSR Policy indicating the activities
to be undertaken by the Company, which has been approved by
the Board and the same is available on your Company’s website
at https ://www. hindoostan. com/downloads/#Policies-download.

In view of the loss during the immediately preceding financial
year i.e. 2023-24, the Company was not required to spend any
amount on CSR activities during FY 2024-25. Since there was
no CSR activity, the annual report on CSR activities is not
enclosed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS / COURTS, IF ANY

There is no significant material order passed by the Regulators
/ Courts which would impact the going concern status of your
Company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. Based on
the framework of internal financial controls and compliance
systems established and maintained by the Company, work
perform by the internal, statutory and secretarial auditors,
including audit of internal financial controls over financial
reporting by the statutory auditors, and the reviews performed
by the Audit Committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and
effective during financial year 2024-25.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instances
of fraud and mismanagement, if any. The Vigil Mechanism
Policy is available on your Company’s website https://www.
hindoostan.com/downloads/#Policies-download .

AUDITORS

Statutory Auditors

The Board has duly reviewed the Statutory Auditors’ Report on
the Accounts. The observations and comments appearing in the
Auditors’ Report are self-explanatory and do not call for any
further explanation / clarification by the Board.

Cost Audit

In view of the temporary closure of the Textile Unit, turnover of
the Company falls below the minimum required for compulsory
cost audit during the financial year 2024-25 and as such, cost
audit for the financial year 2025-26 is not required.

Secretarial Audit

The Board has appointed M/s. PRS & Associates, a firm of
Company Secretaries in Practice, to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed
herewith as Annexure-II. The observations and comments
appearing in the Secretarial Auditors’ Report are self-explanatory
and do not call for any further explanation / clarification by the
Board.

The Board has recommended to you for the appointment of M/s.
PRS & Associates, a firm of Company Secretaries in Practice,
to undertake the Secretarial Audit of the Company for a period
of five years.

SEXUAL HARASSMENT

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. During the year under review, there
were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation
for the assistance and co-operation received from the Banks,
Government authorities, customers, vendors and members
during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed
services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors,

Abhimanyu J. Thackersey Khushaal C. Thackersey

Joint Managing Director Joint Managing Director

DIN: 00349682 DIN:02416251

Place: Mumbai
Date: May 14, 2025