Your Directors are pleased to present the 120^th Annual Report
together with the Audited Financial Statements for the year
ended March 31, 2024.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended
March 31, 2024 is summarized below:

(Rs. in lakhs)

REVIEW OF OPERATIONS

The revenue from operations of the Company for the financial
year 2023-24 was Rs. 8826.40 Lacs as against Rs. 9908.60 Lacs
of the previous year.

Textile

Demand of textiles reduced due to recession in global economy
thereby putting pressure on the pricing which have also gone
down by 15% to 20%. Spinning industry was under-utilized
by about 25-30%. Prices of Cotton were more or less stable in
the long run with slight reductions in between. But the Cotton
waste generation was less due to lower utilization of spinning
industry which led to increase in price of waste cotton, a major
raw material for our Yarn products and making the Spinning
unviable.

The ongoing legal matter and disciplinary actions relating to
labour in the textile plant are moving at a slow pace. However,
this remains one of the biggest challenges for the Company in
the short term.

Trading sales (finished fabrics) have been steady with renewed
focus on developing new customers and new products. The
demand has been slow thereby effecting the overall sales and
margins.

The share of value-added products has been maintained in the
range of 15-20%. The scope of performance will increase more
once we see better demand and resolve the Labour issues.

The Company has developed /sustained strong relationships
with Bag manufacturers and apparel manufacturers to enable
a direct touch with the end consumers. The Company produces
mostly against sales order thereby controlling the inventory of
finished goods.

Successful developments of various qualities of value-added
products have provided increased visibility to the Brand and are
appreciated by the Company’s Dealers /Customers.

Engineering

The market is sluggish due to the global slowdown. Paper
industry and textile industry is slow in performance; however,
steel industry and corrugated industry are doing very well.

Sales of new Rolls have increased during the year under review.
The Company obtained orders of Calender machines from
Bangladesh and Uzbekistan. Further response from prospective
customers from Brazil and Uzbekistan is good and likely to be
materialized.

We are strengthening the marketing and sales teams to effectively
penetrate new markets.

DIVIDEND

In view of operation losses incurred during the year under
review, the Directors have not recommended dividend for the
year ended March 31, 2024.

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, 2024.

DIRECTORS

Mr. Abhimanyu J. Thackersey, Director of the Company, retires
by rotation at 120^th 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 of directors has appointed and re designated Mr.
Abhimanyu J. Thackersey and Mr. Khushaal C. Thackersey,
the Executive Directors as Joint Managing Directors with effect
from May 23, 2024.

The Board of Directors has recommended reappointment of
Mr. Khushaal C. Thackersey as Joint Managing Director with
effect from November 09, 2024, for a period of three years
on remuneration as mentioned in the Notice of 120th Annual
General Meeting.

The Board also recommends the appointment of Mr. Anant P.
Patel as an Independent director with effect from August 09,
2024 for a period of five years.

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

The Company had taken disciplinary action against workers
for absenteeism during Covid period from May 08, 2020 till
January 18, 2021. Workers have resorted to the Court against
the said action.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Your Company has, during the year under review, transferred
unpaid dividend of Rs.1,45,508/- pertaining to the financial
year 2015-16 on October 06, 2023 which was unclaimed for
more than seven years to Investor Education and Protection
Fund in compliance with the provisions of Section 125 of the
Companies Act, 2013.

The Company transferred 3193 equity shares pertaining to
unpaid dividend of 2015-16 which was unpaid for more than
seven years to IEPF on February 22, 2024.

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 Parties Transactions as approved by the

Board is uploaded on the Company’s website.

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

Five Board Meetings 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 confirms 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
www.hindoostan.com.

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) 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 Executive Directors
to the median remuneration of the employees of the
Company for the financial year.

Mr. Khushaal C. Thackersey : 20.6:1

Mr. Abhimanyu J. Thackersey : 20.6:1

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: 2.5%

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

- 266 employees as on March 31, 2024

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 : 1.30%

Average Salary Increase for non-KMP’s : 0.39%

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 and the particulars of
employees 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 risk management policy identifying
primary risk and secondary risk. Primary risk includes
manpower development, product efficiency, fluctuation in price
of raw materials and competition. Although the profitability of
the Company may be affected on account of these risk factors,
Board has not identified any risk which threatens the existence
of the Company. Financial risk management is mentioned in
Note no. 33 (VII) of Notes to Accounts, please refer page no.
103 to 108 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. Sujal A. Shah, Mr. Bhavesh V. Panjuani, 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,
www.hindoostan.com.

In view of the loss during the immediately preceding financial
year i.e. 2022-23, the Company was not required to spend any
amount on CSR activities during FY 2023-24. Since there was
no CSR activity, 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 2023-24.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance
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 Auditors

The Board has re-appointed Mr. Pranav J. Taralekar, Cost Auditor
to conduct cost audit of the cost records of the Company for FY
2024-25 on the remuneration of Rs.1,25,000/-. The Board has
recommended to the Members to ratify the said remuneration.

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.

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: 09-08-2024