Your Directors have great pleasure in presenting the 67th Annual Report together with the Audited Annual
Accounts of the Company for the financial year ending 31st March, 2025.

FINANCIAL RESULT

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

(Rupees in Lakhs)

NATURE OF BUSINESS

Hindustan Tin Works Ltd. is one of the leading manufacturer and exporter of high-performance cans, printed
sheets, and related components mainly to leading Fast-moving consumer goods (FMCGs) companies
in India and abroad. It is one of the leading and established Company in Metal Packaging Industry. The
Company is in the business of tin can manufacturing for the last more than 6 decades.

We are conscious of the emerging opportunities in the can-manufacturing sector in India as well as
abroad. During the year under review, there was no change in nature of the business of the Company.
NEW UNIT

The Board already approved the setting up of a new unit at Village Panchi Gujran, Tehsil Ganaur & Distt
Sonipat, Haryana in 2022. The Company has transferred requisite machineries from the existing unit to
new unit and the full-fledged commercial operation has commenced w.e.f. 27th June, 2025 at its new
Unit.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs.0.80 per Equity Share (8%) on the paid up
capital of the Company for the year 2024-25, which if approved at the forthcoming AGM, will be paid to
all those Equity Shareholders whose names appear (i) As Beneficial Owners as at the end of the business
hours on 19th September, 2025 as per the list to be furnished by the depository in respect of the shares
held in electronic form and, (ii) As member in the Register of Members of the Company after giving effect
to all valid shares transfers in physical form lodged with the Company on or before 19th September, 2025.
TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during financial year 2024¬
25.

OPERATIONS

Your Company achieved revenue from operations (net of GST) of Rs. 40629 lakhs as against the previous
year's revenue from operations (net of GST) of Rs. 41935 lakhs i.e. a decrease of Rs. 1306 lakhs (3.11 %).
The export sale of the Company has been decreased from Rs. 10100 lakhs in previous year to Rs. 9677
lakhs in current year i.e. decrease of Rs.423 lakhs ( 4.19%).

Your Company has achieved total comprehensive income of Rs. 1164 lakhs as against the previous year
of Rs. 1693 lakhs.

SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS

Your Company does not have any subsidiary and hence Form AOC-1 is not applicable.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial
statements, and related information of the Company are available on the website of the Company -
www.hindustantin.biz.

DIRECTORS

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Sanjay Bhatia retires at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment.

The Board of Directors of the Company has a healthy blend of executive and non executive Directors
which ensures the desired level of independence in functioning and decision making.

All the non executive Directors are eminent professional and bring in wealth of expertise and experience
for directing the management of the Company.

Also the Company fulfils the requirement of Independent Directors in the Composition of its Board of
Directors without filling any vacancy created by such resignation.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors hold office for a fix term of five years and are not liable to retire by rotation.
In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has given a
written declaration to the Company that he/she meets the criteria of Independence as mentioned under
Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

The Board took on record the declaration and confirmation submitted by the independent directors
regarding them meeting the prescribed criteria of independence, after undertaking due assessment of
the veracity of the same as required under regulation 25 of SEBI Listing Regulations, 2015.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel (KMP) of the Company pursuant
to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

1. Mr. Ashok Kumar Bhatia, Chairman

2. Mr. Sanjay Bhatia, Managing Director

3. Mr. PP Singh, Whole-Time Director

4. Mr. Rajat Pathak, Company Secretary

5. Mr. M.K. Mittal, Chief Financial Officer

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board carried
out annual performance evaluation of its own performance, its committees and individual directors.
The manner in which the performance evaluation was carried out is given in detail in the Corporate
Governance Report, annexed to this Report.

MEETINGS OF THE BOARD

During the year, four meetings of the Board of Directors were held, particulars of attendance of directors
at the said meetings are given in the report on Corporate Governance Report, which forms part of this
Report. Additionally, on November 14, 2024, the Independent Directors held a separate meeting in
compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to directors'
responsibility statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any.

(b) The Directors have 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 as at 31st March, 2025 and of the profit of the Company for the year
ended on that date.

(c) We 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) We had prepared the Annual Accounts on a going concern basis.

(e) We had laid down proper internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively. and

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

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub¬
section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance,
for matters relating to constitution, meetings, and the remuneration policy formulated by this Committee.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies
Act, 2013. Kindly refer section on Corporate Governance, for matters relating to constitution and meetings
of this Committee.

OTHER BOARD COMMITTEES

For details of other board committees, kindly refer the section on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis as per Part B of Schedule V of Regulation 34(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015), as a
part of this report is annexed hereto as Annexure - I.

RISK MANAGEMENT

The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and
approved by the Board of Directors of the Company. The Policy provides for a robust risk management
framework to identify and assess risks such as operational, strategic, financial, security, property, regulatory,
reputational and other risks and put in place an adequate risk management infrastructure capable of
addressing these risks. The Audit Committee of the Company also evaluates Internal financial controls and
risk management systems.

LOANS AND INVESTMENTS BY THE COMPANY

Details of loans and investments, if any, made by the Company are given in notes to the financial
statements.

DEPOSITS

During the year under review, the company has not accepted any deposit under Section 76 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

A separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the
Company detailing the compliance of Corporate Governance norms as enumerated in Part C of Schedule
V of Regulation 34(3) of Listing Regulations, 2015 with the Stock Exchanges, is annexed as Annexure - II.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

The Company has laid down a code of conduct for the Board Members and Senior Managerial Personnel
of the Company. All Board Members and Senior Managerial Personnel have affirmed compliance with the
Code of Conduct for the year 2024- 2025. A declaration signed by Mr. Sanjay Bhatia, Managing Director,
as to the compliance of the Code of Conduct by the Board Members and Senior Managerial personnel
has been placed before the Board at its meeting held on 13th August, 2025, is enclosed as Annexure-III.
VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of
the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees
of the Company to support the Code of Business Ethics.

This policy documents the Company's commitment to maintain an open work environment in which
employees, consultants and contractors are able to report instances of unethical or undesirable conduct,
actual or suspected fraud or any violation of Company's Code of Business Ethics at a significantly senior
level without any fear of rejection. Individuals can raise their concerns by an e-mail, or telephone or direct
interaction or by a letter to the Chairman of the Audit Committee of the Company. The Policy on vigil
mechanism and whistler blower policy may be accessed on the Company's website at the link: https://
hindustantin.biz/Uploads/Invester/165Invr_vigil-mechsnism-whistle-blower-policv.pdf and it duly forms a
part of corporate governance.

DISCLOSURES

The CEO and Chief Financial Officer (CFO) have furnished to the Board in its meeting held on 27th May,
2025 a certificate with regard to the financial statements and other matters of the Company as on 31st
March, 2025 as required under Part B of Schedule II of Regulation 17 (8) of Listing Regulations, 2015.

No material penalty or stricture was imposed on the Company by any statutory authority for non¬
compliance on matter related to capital markets, during the last three years.

The Company is complying with all the mandatory requirements of the Listing Regulations of Stock
Exchanges on 'Corporate Governance'.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/or Courts which would impact the
going concern status of the Company and its future operations.

AUDITORS

Messrs Mukesh Raj & Co, Chartered Accountants, (Firm Registration No. 016693N), were re-appointed as
Statutory Auditors of the Company at the 64th Annual General Meeting held on 28th September, 2022, for
another term of five consecutive years from the conclusion of the 64th Annual General Meeting until the
conclusion of the 69th Annual General Meeting.

The Auditors' Report to the Members on the Accounts of the Company for the year ended March 31,
2025 is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation
or adverse remark. During the year, the Auditors had not reported any matter under Section 143(12) of the
Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITORS

Pursuant to section 148 of the Act, and the Rules made thereunder, the Board of Directors had, on
the recommendation of the Audit Committee, re-appointed Messrs K.S. Bhatnagar & Associates, Cost
Accountants (firm registration no. 102274), to audit the cost accounts of the Company for the financial
year 2025-26 on a remuneration of Rs. 2,50,000/- p.a. subject to ratification by the shareholders at the
ensuing AGM. Accordingly, a resolution seeking members' ratification for the remuneration payable to the
Cost Auditor is included in the Notice convening the AGM.

For the financial year 2023-24, the Cost Auditor has duly filed the Cost Audit Report as per details below:-
Financial year Due date of filing Date of filing

2023-24 13.09.2024 05.09.2024

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 Company has appointed Messrs AVA
Associates, Practicing Company Secretaries, (FCS 3648, CP 2148) as secretarial auditor of the Company
for the financial year ended March 31, 2025, to conduct the Secretarial Audit of the Company and their
report is annexed herewith as Annexure - IV and this report does not contain any qualification, reservation
or adverse remark.

During the year, your Company has complied with the applicable Secretarial Standards issued by the
Institute of Companies Secretaries of India.

As per Regulation 24A of the SEBI Listing Regulations, on the basis of recommendation of board of directors,
a listed entity shall appoint or re-appoint an individual as Secretarial Auditor for not more than one term of
five consecutive years; or a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five
consecutive years, with the approval of its shareholders in its Annual General Meeting. Accordingly, Messrs
AVA Associates, Practicing Company Secretaries, (FCS 3648, CP 2148), are proposed to be appointed
as the Secretarial Auditors of the Company for the first term at the 67th Annual General Meeting (AGM) of
the Company to be held on September 26, 2025, for a period of five (5) consecutive years commencing
from the Financial Year 2025-2026 till the Financial Year 2029-2030. Brief profile of the Secretarial Auditors is
given in the AGM Notice which forms part of this Annual Report. Further, during the Financial Year 2024-25,
the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board and General Meetings and Dividends.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors on recommendation of the CSR Committee already formulated the CSR policy
of the Company. The CSR activities of the Company are implemented in accordance with the core
values viz. protecting stakeholder interests, grow in a socially and environmentally responsible way and
striving towards inclusive development. The Company has implemented various CSR projects in the
areas like Promotion of education & skill development, Eradicating hunger, poverty and malnutrition, rural
development, Check Dam Project, Upgradation in Gov. Primary School, providing rural housing facility
to BPL family and training to promote rural sports etc. These are in accordance with Schedule VII of the
Companies Act, 2013.

Details of CSR expenditure is forming part of annual report and annexed as Annexure- V
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your company believes in formulating adequate and effective internal control system and implementing
the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting
data and accuracy are ensured with proper checks and balances. The internal control system is improved
continuously to meet the changes in business conditions and statutory and accounting requirements as
required from time to time.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of
internal control system and suggests improvements for strengthening them. The Company has a robust
Management information system which is an integral part of the control mechanism.

The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically
appraised of the internal audit findings and corrective actions taken.

CREDIT RATING

The Rating Committee of ICRA, has reaffirmed w.e.f 05.12.2024, the long-term rating for the captioned
Line of Credit (LOC) at [ICRA] BBB (pronounced ICRA triple B Plus). The Rating Committee of ICRA, has also
reaffirmed the Short-term for the captioned LOC at [ICRA] A2 (pronounced ICRA A Two). The outlook on the
long term rating has been revised to stable from positive.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a
policy to ensure that Company's Directors, Key Managerial Personnel and other senior management
employees are sufficiently incentivised for enhanced performance. Remuneration should be reasonable
and sufficient to attract and retain employees. Independent Directors receive remuneration by way of
sitting fees for attending meetings of Board and Board Committees (where they are members) and other
matters, provided under Section 178(3) of the Act and Part D of Schedule II of the Listing Regulations
appended as Annexure VI to the Directors' Report.

During the year under review there has been no change in this policy. The Remuneration Policy of the
Company is also available on the website of the Company which is https://hindustantin.biz/Uploads/
Invester/217Invr_NominationandRemunerationPolicv.pdf

REMUNERATION

Disclosure pursuant to Section 197(12) of Companies Act, 2013 and Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is provided below:

(i) ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the year 2024-25:

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary in the financial year:

The annual increase in the salary of Managing Director, Whole Time Director, Company Secretary
and CFO is as below:

(iii) the percentage increase in the median remuneration of employees in the financial year:-0.42%

(iv) the number of permanent employees on the rolls of Company: 543 (Five hundred forty three), as on
31 March, 2025.

(v) 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:

The average increase in the remuneration* of employees was 6.13% other than the managerial
personnel in the last financial year whereas the average increase in the remuneration of managerial
personnel was 1 4.23% thus there was not any exceptional circumstances for increase in the
managerial remuneration.

*It does not include gratuity & payments to LIC of India.

{vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The remuneration is as per the Remuneration Policy of the Company.

TRANSFER OF UNPAID /UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND

Adhering to the provisions of Companies Act, 2013, relevant amounts which remained unpaid or unclaimed
for periods of 7 years have been transferred by the Company, from time to time on or before due date to
the Investor Education and Protection Fund. During the year, the Company has credited Rs. 1,15,181/- to
the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 which came into force from September 7, 2016
(including any amendment thereto or reenactment thereof for the time being in force), all equity shares
in respect of which dividend has not been paid or claimed by the Member(s) for seven consecutive years
or more are required to be transferred to the IEPF Authority, a Fund constituted by the Government of India
under Section 125 of the Companies Act, 2013. The Company has communicated individually to the
concerned Members to claim their unpaid / unclaimed dividend amount(s) and that failure to claim the
same would lead to their equity shares being transferred to the IEPF Authority without any further notice. In

accordance with the aforesaid IEPF Rules, during the Financial Year 2024-25 and till date, the Company
has transferred shares pertaining to dividends which remained unpaid and unclaimed, being declared
for the years till 2016-17, to the IEPF Authority. The Company has initiated necessary action for transfer of
shares in respect of which dividend has not been paid or claimed by the members consecutively since FY
2017-18. The Company has uploaded on its website, the details of unpaid and unclaimed amounts lying
with the Company. Details of shares transferred to the IEPF Authority during financial year 2024-25 are also
available on the website of the Company in the "Investor Section".

The unclaimed dividends and corresponding shares including all benefits accruing on such shares, if any,
once transferred to the IEPF Authority can only be claimed back from the IEPF Authority, for which details
are available at www.iepf.gov.in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION AND REDRESSAL)
ACT, 2013

The Company has been employing women employees in various cadres within its premises. The Company
has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received
from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31st
March, 2025.

PERSONNEL

Particulars of employees as required under the provisions of Rule 5(2) & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-VII.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.

The information in accordance with the provisions of Clause (m) of Sub-Section (3) of Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are forming part of the Directors'
Report for the year ended 31st March, 2025 is given in Annexure - VIII.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents,
including the Notice and Annual Report shall be sent through electronic transmission in respect of members
whose email IDs are registered in their demat account or are otherwise provided by the members. A
member shall be entitled to request for physical copy or any such documents.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party Transactions. The policy can be assessed on the company's
website at https://hindustantin.biz/Uploads/Invester/127Invr_Policv-on-Related-Partv-Transaction.pdf
All related party transactions entered into by the Company during the year were on an arm's length basis
and were in the ordinary course of business. There are no materially significant Related Party Transactions
made by the Company with promoters, directors, key managerial personnel or other designated persons
which may have potential conflict with the interest of the Company at large.

All related party transactions that were entered into during the financial year were on an arm's length basis.
Details of such transactions are given in the Annexure - IX to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a)and Section 92(3) of the Companies Act 2013 read with Companies( Amendment)
Act 2017, an extract of Annual Return (eForm MGT-7) is available on the website of the Company and can
be accessed at link: https://hindustantin.biz/pdf/annual-return-2024-25.pdf

BADDI LAND

The Company purchased 7.55 bigha land in Katha Baddi in 2006-07 for Rs. 189.84 lakhs setting up a
new project. The Company started its operations at Baddi before the expiry of the permission under
118 at a very low scale due to adverse marketing conditions. The Company started trial production with
hand tools on manual operations with DG sets. The District Collector (DC) of Solan issued a show-cause
notice to acquire the land as per the provisions of the Act. In response, the Company filed a reply to the
notice and presented its case through its legal representative. However, the judgment issued by the District
Collector was not favorable to the Company. Subsequently, the Company filed an appeal against the
District Collector's order with the Divisional Commissioner (Appeal), which ruled in favor of the Company.
However, the state government has filed a revision petition against the said order before the Financial
Commissioner (Appeals) in Shimla which was reverted by him to DC, Solan to look at the case afresh. DC
Solan has filed a civil writ petition before the High Court HP at Shimla against the order of the Financial
Commissioner and the same is sub judice.

APPRECIATION & ACKNOWLEDGEMENT

The Board wishes to place on record with deep sense of satisfaction, their appreciation for the high degree
of professionalism, commitment and dedication displayed by employees at all levels and the guidance,
co-operation and assistance extended to the Company by its Bankers, Shareholders, Customers and
Suppliers.

For & on behalf of the Board

Place: New Delhi ASHOK KUMAR BHATIA

Dated: 13th August, 2025 Chairman