Your directors are pleased to present the 61^st (Sixty-First) Annual Report together with the Standalone and Consolidated Audited
Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31^st March 2025 is summarized below:

2. OPERATIONAL PERFORMANCE AND OUTLOOK

On a standalone basis, the Company achieved a
higher total revenue of ' 32,508.01 Lakh during the
financial year under review compared to ' 29,768.43
Lakh in the previous financial year registering a
growth of 9.20%. The net manufacturing revenue
was also higher by 13% from ' 25,016.21 Lakh to
' 28,356.45 Lakh.

The Investment Income during the financial year under
review was lower at ' 4,081.16 Lakh as compared to
' 4,699.53 Lakh in the previous financial year.
Considering volatile market conditions & falling interest
rate regime and taking into the account the other
Comprehensive income, overall performance was good
and was achieved with judicious deployment of funds in
various asset classes.

The gross profit of the Company was much higher at
' 6,786.61 Lakh as against ' 5,221.63 Lakh in the
previous financial year. After considering the interest
of ' 8.40 Lakh, depreciation of ' 1,032.71 Lakh and
settlement related amount of disputed claims of ex¬
workmen of '1,275 Lakh, Profit before tax was at '
4,470.50 Lakh (previous year ' 4,260.16 Lakh). With a
tax provision of ' 970.77 Lakh (previous year ' 819.01
Lakh) Profit after tax stood at ' 3,499.73 Lakh as
against ' 3,441.15 Lakh in the previous financial year.
Other comprehensive income, net of tax during the
financial year was ' 6,582.11 Lakh (previous financial
year ' 3,435.40 Lakh) and the total comprehensive
income was ' 10,081.84 Lakh (previous financial year

' 6,876.55 Lakh).

It was another successful year on the journey of
excellence & growth and the Company posted excellent
results with the highest ever revenue and profitability.
Growth was led by strong traction in Rail Friction Material
Business.

Global economy continues to present a mixed trend.
Multiple factors like heightened geo-political volatility,
prolonged conflicts in Eastern Europe, ongoing tension
in middle East, tariff threats, elevated interest rate and
fiscal tightening contribute to the uncertainty of the global
economic outlook. Encouragingly, inflation has softened
over the highs of the previous year and is expected to
continue to moderate.

Amidst these conditions, Indian economy has continued
to grow with resilience. With a projected GDP growth
of 6.5% in the fiscal year 2024-25, it continues to be
the fastest growing major economy in the world. This
strength is attributed to sustained domestic demand
and the growing working population. The sharp focus
on improving productivity in both manufacturing and
agriculture sectors, coupled with a promising growth
outlook, bodes well for overall demand creation for both
Commercial and Passenger Vehicles.

Indian Automotive industry demonstrated remarkable
resilience & growth and emerged as world's third largest
automotive market. In 2024-25, the industry demonstrated
a mixed but generally positive performance across key
segments. Passenger vehicle sales grew modestly by

2% reaching 4.3 million units, reflecting steady consumer
demand. The commercial vehicle segment experienced
a slight decline of 1.2% with sales dipping to 0.96 million
units, indicating some softness in freight and transport
activity. Two wheelers posted an impressive growth
of 9.1%, crossing 19.6 million units, underscoring its
continued popularity and expansion in both urban and
rural markets. Overall, these trends highlight sustained
momentum in personal and light commercial mobility,
supported by favorable economic policies and improving
consumer confidence.

Indian rail infrastructure continues to grow with
introduction of high-speed trains, new tracks, dedicated
freight corridor expansion, higher freight loading, new
safety measures etc. The railway sector has seen
rapid development, investment and support from the
Government with higher allocation of fund.

Amid the dynamic landscape of the automotive and rail
sector, our Company continued its growth trajectory
and posted excellent results. Our Company is deeply
aware of customer expectations and has taken proactive
measures to align itself toward the development of
high-performance products. The Company continues to
emphasise on improvement in operational efficiencies,
higher productivity, and prudent cost control measures.

The Company has taken several steps towards
sustainability including installation of 1.65 MWp on-sight
Solar plant (which meets about 25% of total electricity
requirement of Paithan plant), putting up recycling plant
to use waste materials, elimination of asbestos products,
putting up plantation around the plant. Installation of 0.35
MWp on-sight Solar plant at Bhandara is under progress.
The company entered into a long-term settlement with
workers' union at Paithan plant for 3 years effective from
December 24.

The investment segment faced some challenges related
to fluctuations in interest rates, volatile stock market,
currency depreciation and global uncertainties. However,
performance of investment operations remains stable
with a conservative approach towards deployment of
funds, keeping capital protection in focus.

The working of Company's Joint venture viz. Compo
Advics (India) Private Limited, has slightly improved with
several step taken towards change in product mix and
cost reduction program.

The Company has started a new business line of 'trading
in metals and commodities' w.e.f. 1^st April, 2025, to have
new revenue stream, which will increase its overall
profitability.

The outlook for the financial year 2025-26 remains
positive with continued growth prospectus of automotive
and rail industry in terms of underlying demand. With a
clear focus on innovation and customer satisfaction, the
Company is well positioned to achieve its plans and will
remain a major player in its business segment.

THE CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of Business of the

Companies Act, 2013 (“the Act”), a statement containing
salient features of financial statements of the Joint
Venture Company in Form AOC-1 is attached to the
financial statements of the Company forming part of this
Annual Report.

No subsidiary, joint venture or associate Company was
formed or ceased during the financial year under review.

9. CONSOLIDATED AUDITED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129 and 133
of the Act read with the Companies (Accounts) Rules,
2014 and as required under Regulation 34 of the Listing
Regulations, the Company has prepared Consolidated
Audited Financial Statements consolidating financial
statements of its Joint Venture Company namely
“Compo Advics (India) Private Limited” with its financial
statements in accordance with the applicable provisions
of Indian Accounting Standards (“Ind-AS”).

The Consolidated Audited Financial Statements along
with the Independent Auditors' Report thereon are
annexed and form part of this Annual Report.

The summarized consolidated financial position is
provided in point no. 1 above.

10. RISK MANAGEMENT AND AREAS OF CONCERN

The Company has laid down a well-defined Risk
Management Policy covering risk mapping, trend
analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried
out from time to time to identify, evaluate, manage and
monitoring of both business and non-business risks. The
Board periodically reviews the risks and suggests steps
to be taken to control and mitigate the same through a
properly defined framework.

Pursuant to the provisions of Regulation 21 of the
Listing Regulations, the Company has constituted Risk
Management Committee. As on 31^st March, 2025, Risk
Management Committee comprised of Mr. Lalit Kumar
Bararia and Mrs. Preeti Vimal Agrawal, Independent
Directors as its members and Mr. P K. Choudhary,
Managing Director as its Chairman. The Company
Secretary and Compliance Officer of the Company acts
as Secretary of the Committee.

The Committee assists the Board in fulfilling its oversight
responsibilities with regard to enterprise risk management.
The Committee reviews the risk management practices
and actions deployed by the management with respect to
identification, impact assessment, monitoring, mitigation
and reporting of key risks while at the same time trying to
achieve its business objectives.

This Committee's responsibilities include achieving
the objective of developing a risk mitigated culture
that supports decision-making and helps improving
the Company's performance as stated in the Risk
Management Policy of the Company. The role and
terms of reference of the Risk Management Committee

are in conformity with the requirements of the Act and
Regulation 21 of the Listing Regulations.

11. ANNUAL RETURN

Annual Return of the Company as on 31^st March, 2025
in accordance with the provision of Section 92(3) read
with the Section 134(3)(a) of the Act will be placed on the
website of the Company and can be accessed at the link
https://www.hindcompo.com/investor-relations/annual-
reports.htm.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

a) Composition

As on 31^st March, 2025, the Board comprised of
7 (seven) Directors including one Independent
Woman Director. The Board has an appropriate
mix of Executive Director, Non-Executive Directors
and Independent Directors, which is in compliance
with the requirements of the Act and the Listing
Regulations, and is also aligned with the best
practices of Corporate Governance.

b) Retirement by rotation

In accordance with the provisions of Section 152(6)
of the Act read with the Companies (Management
and Administration) Rules, 2014 and the Articles
of Association of the Company, Mr. Vinay Sarin
(DIN: 00090757), Director of the Company,
retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for
re-appointment. The Board of Directors, on the
recommendation of Nomination and Remuneration
Committee, recommends his re-appointment as
such to the members of the Company.

c) Appointment and Re-appointment

Details of the appointments and re¬
appointments made during the financial year
under review are as follows:

Upon the recommendation of Nomination and
Remuneration Committee and the Board of
Directors of the Company, at the 60^th Annual
General Meeting (“AGM”) held on 27^th September,
2024, members of the Company:

1) Appointed Mr. Snehal Muzoomdar (DIN:
00729992) as Non-Executive Independent
Director of the Company for a term of 5
(five) consecutive years with effect from 1 ^st
October, 2024 to 30^th September, 2029;

2) Re-appointed Mr. Lalit Kumar Bararia
(DIN: 00204670) and Mrs. Preeti Vimal
Agrawal (DIN: 08693668) as Non-Executive
Independent Directors of the Company for a
second term of a 5 (five) consecutive years
w.e.f. 13^th February, 2025 to 12^th February,
2030;

3) Re-appointed Mr. P K. Choudhary (DIN:
00535670) as Director of the Company who
retired by rotation at 60^th AGM in terms of
provisions of Section 152(6) of the Act; and

4) Re-appointed Mr. P K. Choudhary (DIN:
00535670) as Managing Director of the
Company for a further period of 3 (three)
years w.e.f. 1^st July, 2024 till 30^th June, 2027.

Apart from above, no other Director was appointed/
re-appointed during the financial year 2024-25.

Appointment of Key Managerial Personnel of
the Company:

During the financial year under review, pursuant to
the provisions of Section 203 of the Act read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation
6 of the Listing Regulations, upon resignation of
Mr. Ravi Vaishnav as Company Secretary and
Compliance Officer of the Company w.e.f. close
of business hours of 5^th April, 2024, the Board of
Directors of the Company, upon recommendation
of Nomination and Remuneration Committee,
appointed Mr. Arvind Purohit (ICSI Membership
No. ACS 33624) as Company Secretary and
Compliance Officer of the Company w.e.f. 29^th
May, 2024.

Apart from above, no other KMP was appointed /
re-appointed during the financial year 2024-25.

d) Cessation

(i) Mr. Deepak Sethi (DIN: 07165462) ceased
to be Independent Director of the Company
w.e.f. close of business hours of 22^nd
April, 2025 upon completion of his two
consecutive terms as Independent Director
of the Company.

(ii) Mr. Ravi Vaishnav, Company Secretary
and Compliance Officer of the Company
resigned from the services of the
Company w.e.f. close of business hours of
5^th April, 2024.

The Board of Directors of the Company places
on record its appreciation for the invaluable
contributions and guidance provided by both of
them during their stint with the Company.

Apart from above, no other Director or KMP retired
or resigned during the financial year 2024-25.

e) Declaration from Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of independence as
prescribed under Section 149(6) of the Act read
with Regulation 16(1)(b) and Regulation 25 of the
Listing Regulations and declaring that they are not

aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with
an objective independent judgment and without
any external influence. The Independent Directors
have also confirmed that they have complied with
the provisions of Schedule IV of the Act and the
Company's Code of Conduct.

Further, the Independent Directors have also
submitted their declarations in compliance with
the provision of Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, which mandates the inclusion of their names
in the data bank of Indian Institute of Corporate
Affairs (“MCA”) till they continue to hold the office of
an independent director.

None of the directors of your Company are
disqualified under the provisions of Section 164(2)
of the Act. Your directors have made necessary
disclosures as required under various provisions
of the Act and the Listing Regulations.

In the opinion of the Board, all the independent
directors of the Company are persons of integrity
and possess relevant expertise and experience
and are independent of the management.

f) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the
provisions of the Act and the Listing Regulations
for performance evaluation of the chairman,
board, individual directors (including independent
directors) and committees which includes criteria
for performance evaluation of non-executive
directors and executive directors.

The Nomination and Remuneration Committee
of the Company has specified the manner of
effective evaluation of the performance of the
Board, its committees and individual directors of
the Company and has authorized the Board to
carry out the evaluation. Based on the manner
specified by the Committee, the Board has devised
a questionnaire to evaluate its performance and
that of its committees and individual directors.
Such questions are prepared considering the
business of the Company and the expectations
that the Board has from each of the directors. The
performance of each committee was evaluated
by the Board, based on the report on evaluation
received from respective Board committees. The
reports on performance evaluation of the individual
directors were reviewed by the Board.

The evaluation framework for assessing the
performance of directors comprises of the following
key areas:

i. Attendance at Board and Committee
meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspective or inputs regarding
future growth of the Company and its
performance; and

iv. Providing perspective and feedback
going beyond information provided by the
management.

The details of the programmes for familiarization
of Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates,
business model of the Company and related
matters are put up on the website of the Company
at the link: https://www.hindcompo.com/investor-
relations/documents/familiarisation-programes-
for-independent-directors-2024-25.pdf.

g) Key Managerial Personnel (KMP)

The details of Key Managerial Personnel of the
Company are as follows:

13. PARTICULARS OF EMPLOYEES AND MANAGERIAL

PERSONNEL

A. DETAILS PURSUANT TO THE PROVISIONS
OF SECTION 197 OF THE ACT READ WITH
RULE 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

Disclosure pertaining to remuneration and other
details as required under Section 197 of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 are provided in “Annexure-A”, which
forms part of this Report.

The statement containing particulars of employees
as required under Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate
annexure forming part of this Report. However,
in terms of Section 136 of the Act, the reports
and financial statements are being sent to the
members excluding the aforesaid annexure.
The said annexure is available for inspection
at the registered office of the Company during
the working hours and any member interested
in obtaining copy of the same may write to the
Company Secretary and Compliance Officer of
the Company and the same will be furnished on

request.

B. MATERNITY BENEFITS ACT, 1961

During the financial year under review, the
Company has complied with and adhered to
provisions relating to the Maternity Benefits
Act, 1961, as part of inclusive HR practices.
The Company remains dedicated to supporting
the health, dignity and work-life balance of all
women employees and reaffirms its commitment
to upholding the rights and welfare of women
employees by ensuring strict compliance with the
provisions of the said Act.

The Company believes in and practices no
discrimination or no termination of employment
on the grounds of maternity, promoting gender
equity and facilitating a safe and supportive
working environment, facilitating safe and hygienic
working conditions in all office locations including
plants, thus supporting the holistic well-being of all
employees including women employees.

C. INFORMATION UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has complied with the provisions
relating to the constitution of the Internal Committee
as required under Section 4 of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the
financial year under review, no complaint was filed
before the said Committee and details as required
under Section 134(3) of the Act read with Rule 8
of the Companies (Accounts) Rules, 2014, are as
follows:

(a) number of complaints of sexual harassment
received in the year : Nil

(b) number of complaints disposed of during the
year : Nil

(c) number of cases pending for more than
ninety days : Nil

D. NUMBER OF EMPLOYEES AS ON THE
CLOSURE OF FINANCIAL YEAR ENDED
31^st MARCH, 2025:

Female : 7

Male : 537

Transgender : Nil

I. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 of the Listing Regulations and on the
recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company
has adopted a policy for selection and appointment of

Directors, Key Managerial Personnel (KMP), Senior
Management Personnel (SMP), other employees and
their remuneration including criteria for determining
qualifications, positive attributes, independence of a
director and other related matters.

The Remuneration Policy is placed on the website of the
Company viz. www.hindcompo.com.

15 MEETINGS OF THE BOARD

The Board met 4 (four) times during the financial year
under review, the details of which are given below:

The intervening gap between the two consecutive
meetings was within the period prescribed under the Act
and Listing Regulations.

16. COMMITTEES OF THE BOARD

In accordance with the applicable provisions of the
Act and the Listing Regulations, the Company has
constituted four committees of the Board, namely:

1. Audit Committee;

2. Stakeholders' Relationship Committee;

3. Nomination and Remuneration Committee;

4. Risk Management Committee; and

5. Corporate Social Responsibility (CSR) Committee.

Details of the Committees constituted by the Board
under the Act and Listing Regulations, along with their
composition and changes thereof, if any, during the
financial year under review are provided in the Corporate
Governance Report, which forms part of this Annual
Report.

The number and dates of meetings of various
Committees held during the financial year under review
and attendance thereat are as follows:

17. AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee is duly constituted as per the
provisions of Section 177 of the Act and Regulation 18 of
Listing Regulations.

As on 31^st March, 2025, the Audit Committee comprised of
Mr. Lalit Kumar Bararia, Mrs. Preeti Agrawal, Mr. Deepak
Sethi, Mr. Rajan Dalal and Mr. P K. Choudhary. Mr.
Lalit Kumar Bararia is Chairman of the Audit Committee.
The Company Secretary and Compliance Officer of the
Company acts as Secretary of the Audit Committee.

All the recommendations made by the Audit Committee
were accepted by the Board of Directors of the Company.
Other details with respect to Audit Committee are given
in Corporate Governance Report, which forms part of
this Annual Report.

Mr. Deepak Sethi, Independent Director, ceased to be
Director of the Company w.e.f. close of business hours of
22^nd April, 2025 upon completion of his two consecutive
terms as Independent Director. Accordingly, he ceased
to be member of the Committee with effect from that
date.

The Audit Committee reviews the reports to be submitted
to the Board of Directors with respect to auditing
and accounting matters, etc. It also supervises the
Company's internal control, financial reporting process
and vigil mechanism.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief
and according to the information and explanations
obtained by them and as required under Section 134(3)
(c) read with Section 134(5) of the Act, state that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with 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 at the end of the
financial year and of the profit of the Company for
that period;

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

(e) the directors have laid down internal financial
controls to be followed by the Company and that

such internal financial controls are adequate and
were 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.

19. PUBLIC DEPOSITS

During the financial year under review, the Company
has not accepted or renewed any public deposit within
the meaning of Sections 73 to 76 of the Act read with
Companies (Acceptance of Deposits) Rules, 2014.
As on 31^st March 2025, there were no deposits which
remained unclaimed / unpaid and due for repayment nor
payment of interest thereon.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE ACT

All contracts / arrangements / transactions entered by
the Company during the financial year under review with
related parties were in ordinary course of business and
on arm's length basis and are entered into based on
considerations of various business exigencies, such as
synergy in operations, their specializations etc. and to
further the Company's interests.

During the financial year under review, the Company
had no material transactions with related parties falling
under the scope of Section 188(1) of the Act. Hence, the
Company is not required to furnish disclosure of material
related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 for the financial year
under review.

In accordance with the provisions of Regulation 23 of
the Listing Regulations, the Company has adopted
the policy on related party transactions and the same
is available on the Company's website at https://www.
hindcompo.com/investor-relations/documents/related-
partv-transaction-policv.pdf.

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

The details of loans, guarantees or investments made
by the Company as required under Section 186 of the
Act are given under notes to accounts on financial
statements forming part of this Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility)
Rules, 2014, the Company has formed Corporate Social
Responsibility Committee and a Policy on Corporate
Social Responsibility ('CSR'). The policy on Corporate
Social Responsibility has been placed on the website of
the Company viz. www.hindcompo.com.

As part of CSR initiatives, the Company contributed a
sum of ' 71,27,983/- (Rupees Seventy One Lakh Twenty
Seven Thousand Nine Hundred Eighty-Three only) to
the Project Kaamyaab by Vipla Foundation (registered
as Save The Children India) to support the Vipla
Foundation, an intervention for Women Empowerment
and to strengthen women's skills for employability and
at the same time providing access to quality and safe
after care services and a sum of ' 25,00,000/- (Rupees
Twenty-Five Lakh only) to Prime Minister's Citizen
Assistance and Relief in Emergency Situations Fund
(PM CARES Fund) to support and assist the Central
Government to strengthen the country's fight against the
post pandemic situation or any other kind of emergency
or distressed situation, towards its CSR obligations for
the financial year under review.

As required under the provisions of Rule 8 of the
Companies (Corporate Social Responsibility) Rules,
2014, a brief outline / salient features of the Company's
CSR Policy and the Annual Report on CSR activities
undertaken by the Company during the financial year
under review are given in “Annexure - B”, which forms
part of this Report.

23. WHISTLEBLOWER / VIGIL MECHANISM POLICY

The Company has a Vigil Mechanism / Whistleblower
Policy to deal with instances of fraud and mismanagement,
if any. The mechanism also provides for adequate
safeguards against victimization of directors and
employees who avail of the mechanism and also provide
for direct access to the Chairman of the Audit Committee
in appropriate and exceptional cases.

The details of the Vigil Mechanism Policy are explained
in the Corporate Governance Report and the policy
has been placed on the website of the Company viz.
www.hindcompo.com.

We affirm that during the financial year under review, no
employee or director was denied access to the Chairman
of the Audit Committee.

24. STATUTORY AUDITORS

As per provisions of Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, the
members of the Company in their 58^th Annual General
Meeting held on 29^th September, 2022 appointed
M/s. Lodha & Co. LLP (formerly Lodha & Company),
Chartered Accountants, Mumbai (Firm Registration No.
301051E), as Statutory Auditors of the Company for
a term of consecutive 5 (five) years i.e. to hold office
from the conclusion of 58^th Annual General Meeting till
the conclusion of 63^rd Annual General Meeting of the
Company to be held for the financial year ending 31^st
March, 2027.

M/s. Lodha & Co. LLP has furnished written confirmation
to the effect that they are not disqualified from acting as
the Statutory Auditors of the Company in terms of the

provisions of Sections 139 and 141 of the Act and the
Companies (Audit and Auditors) Rules 2014.

25. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company appointed M/s. M Baldeva Associates,
Company Secretaries, Mumbai to undertake Secretarial
Audit of the Company for the financial year under review.

The Secretarial Audit Report is annexed as
“Annexure - C” and forms part of this Report.

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the Listing Regulations, the Board,
at its meeting held on 8^th August, 2025, based on
the recommendation of the Audit Committee, has
appointed M/s. MR & Associates (Firm Registration
No. - P2003WB008000), firm of Company Secretaries
in Practice as Secretarial Auditors of the Company for
a term of 5 (five) consecutive years w.e.f. financial year
2025-26 to financial year 2029-30, on payment of such
fees, basis the recommendation of the Audit Committee,
as may be mutually agreed between the Board and the
Secretarial Auditors from time to time, subject to approval
of the members of the Company at the ensuing AGM.
Your Directors seek members' approval for appointment
of M/s. MR & Associates as Secretarial Auditors of the
Company, as aforesaid.

M/s. MR & Associates have confirmed they are not
disqualified from being appointed as Secretarial Auditors
of the Company and satisfy the prescribed eligibility
criteria.

26. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014, the
Board, on recommendation of the Audit Committee,
re-appointed M/s. S M M P & Associates, Chartered
Accountants, Mumbai, as Company's Internal Auditors
for the financial year 2025-26.

The Internal Auditors monitor and evaluate the efficacy
and adequacy of internal control systems in the
Company, its compliances with operating systems,
accounting procedures and policies at all locations of
the Company and reports are presented to the Audit
Committee periodically.

27. COST RECORDS AND COST AUDITORS

As required under Section 148(1) of the Act, the Company
has prepared and maintained cost accounts and cost
records in the prescribed manner for its products viz.
Railway Brake Block manufactured at Chhatrapati
Sambhajinagar (earlier known as Aurangabad) unit.

In terms of the provisions of Section 148(2) and (3) of
the Act, read with the Companies (Cost Records and
Audit) Rules, 2014 and the Companies (Audit and
Auditors) Rules, 2014, the Board of Directors of your
Company in its meeting held on 7^th May, 2025, on the
recommendation of the Audit Committee appointed
M/s. Suresh Pimple & Associates, Cost Accountants,
Chhatrapati Sambhajinagar (earlier known as
Aurangabad) (Firm Registration No. 100780) as Cost
Auditors of the Company to conduct audit of cost records
as prescribed under the Companies (Cost Records and
Audit) Rules, 2014 for the financial year 2025-26. A
resolution seeking ratification of remuneration payable to
the Cost Auditors by the members of the Company for
the financial year 2025-26 is included in the Notice of the
ensuing 61^st AGM of the Company.

28. COMMENTS ON QUALIFICATION BY STATUTORY
AUDITORS, SECRETARIAL AUDITORS AND COST
AUDITORS

There are no qualifications, observations, adverse
remarks or disclaimers by the Statutory Auditors,
Secretarial Auditors and Cost Auditors in their respective
reports.

Further, none of the Auditors of the Company have
reported any fraud as specified under Section 143(12) of
the Act, and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable.

29. MANAGEMENT DISCUSSION AND ANALYSIS AND
CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulations 34(2) & (3) and
Schedule V of the Listing Regulations, the following have
been made part of the Annual Report and are attached to
this Annual Report:

• Management Discussion and Analysis Report,

• Corporate Governance Report,

• Declaration on compliance with Code of Conduct,

• Certificate from Practicing Company Secretary
that none of the directors on the Board of the
Company has been debarred or disqualified from
being appointed or continuing as director of the
Company, and

• Auditors' Certificate regarding compliance of

conditions of Corporate Governance.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant or material order passed by any
regulator or court or tribunal, which impacts the going
concern status of the Company or will have a bearing on
Company's operations in future.

31. INTERNAL FINANCIAL CONTROL WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal

control systems commensurate with the nature of its
business, size and complexity of its business operations.
Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial
reporting, compliance with policies, procedures,
applicable laws and regulations and that all assets and
resources are acquired economically, used efficiently
and adequately protected.

32. TRANSFER OF UNCLAIMED SHARES TO
UNCLAIMED SUSPENSE ACCOUNT OF THE
COMPANY AND (DEMAT) SUSPENSE ESCROW
ACCOUNT

During the financial year under review, the Company
was not required to transfer any shares to the unclaimed
suspense account as specified in Schedule VI of the
Listing Regulations. The details of the shares transferred
from the unclaimed suspense account to the respective
shareholders and details of shares transferred to /
released from (Demat) Suspense Escrow Account
during the financial year under review are provided in the
Corporate Governance Report, which forms part of this
Annual Report.

33. INVESTOR EDUCATION AND PROTECTION FUND
(“IEPF”)

Pursuant to the provisions of Section 124(5) of the Act
read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the Rules”), all unpaid or
unclaimed dividends are required to be transferred by
the Company to the IEPF Authority established by the
Government of India, after the completion of seven
years. Further, according to provisions of Section
124(6) of the Act read with the said Rules, the shares
on which dividend remains unpaid or unclaimed by the
shareholders for 7 (seven) consecutive years or more
shall also be transferred to the demat account of the
IEPF Authority. Accordingly, during the financial year
under review, the Company transferred 70,673 equity
shares to the demat account of the IEPF Authority on
which the dividend remained unclaimed / unpaid for the
financial years up to 2016-17.

In terms of the provisions of Sections 124(5) and 125 of
the Act and said Rules, during the financial year under
review, an amount of ' 3,06,162.50 being remained
unpaid / unclaimed dividend for the financial year 2016¬
17 was transferred to the IEPF Authority.

Further, the unpaid and unclaimed dividend amount
lying with the Company for financial year 2017-18 is due
for transfer to the IEPF in the month of October, 2025.
The details of the same are available on the Company's
website viz. www.hindcompo.com.

Mr. Ravi Vaishnav, Company Secretary and Compliance
Officer resigned from the services of Company w.e.f. 5^th
April, 2024, consequently he also ceased to be Nodal
Officer of the Company. Mr. P K. Choudhary, Managing
Director was appointed as Nodal Officer and Mr. Arvind
Purohit, the then Deputy Company Secretary as Deputy
Nodal Officer to ensure compliance with the IEPF Rules

w.e.f. 11^th May, 2024.

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

Pursuant to the provisions of Section 134(3)(m) of the
Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 details regarding Conservation of Energy,
Technology Absorption, Foreign Exchange earnings and
outgo are given in “Annexure - D”, which forms part of
this Report.

35. CREDIT RATINGS

On 15^th April, 2025, the Acuite Ratings & Research
Limited re-affirmed the following credit ratings for the
Company's long term and short-term instruments:

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable

Secretarial Standards issued by the Institute of
Company Secretaries of India and your directors confirm
compliance of the same during the financial year under
review.

37. DETAILS OF PROCEEDINGS UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application
was made or proceedings initiated against the Company
under the Insolvency and Bankruptcy Code, 2016 nor
any such proceeding was pending at the end of the
financial year under review.

38. VALUATION OF ASSETS

During the financial year under review, there was no
instance of one-time settlement of loans / financial
assistance taken from Banks or Financial Institutions,
hence, the Company was not required to carry out
valuation of its assets for the said purpose.

39. APPRECIATION

Your directors would like to place on record their sincere
appreciation for the continued co-operation, guidance,
support and assistance extended during the financial
year under review by our bankers, customers, suppliers,
shareholders, distributors, retailers, other business
partners Government and Regulatory Authorities, and
stock exchanges. The Board also wishes to express its
appreciation for the valuable contribution made by the
employees at all levels during the financial year under
review.

For and on behalf of the Board of Directors of
Hindustan Composites Limited

Sd/- Sd/-

P. K. Choudhary Lalit Kumar Bararia

Managing Director Independent Director
DIN: 00535670 DIN: 00204670

Place: Mumbai
Date: 8^th August, 2025