Your directors are pleased to present the 62^nd (Sixty-Second) Annual Report together with the Standalone and Consolidated
Audited Financial Statements of the Company for the financial year ended 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31^st March, 2026 is summarized below;

2. OPERATIONAL PERFORMANCE AND OUTLOOK

On a standalone basis, the Company achieved a higher
total revenue of ' 37,501.46 Lakh during the financial
year under review compared to ' 32,508.01 Lakh in the
previous financial year registering a growth of 15.36%.
The net manufacturing revenue was also higher by
10.84% from ' 28,356.45 Lakh to ' 31,431.65 Lakh.

The Investment Income during the financial year
remained almost same at ' 3,962.50 Lakh as compared
to ' 4,081.16 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 lower at ' 5,586.59
Lakh as against ' 6,786.61 Lakh in the previous financial
year. After considering the interest of ' 27.95 Lakh,
depreciation of ' 1,198.27 Lakh and increase in provision
for employee benefits of the Company arising out of past
service cost amounting to ' 291 lakhs, Profit before tax
was at ' 4,069.06 Lakh (previous year ' 4,470.50 Lakh).
With a tax provision of ' 958.23 Lakh (previous year
' 970.77 Lakh) Profit after tax stood at ' 3,110.83 Lakh
as against ' 3,499.73 Lakh in the previous financial
year. Other comprehensive income, net of tax during the
financial year was ' 3,264.56 Lakh (previous financial year
' 6,582.11 Lakh) and the total comprehensive income
was ' 6,375.39 Lakh (previous financial year ' 10,081.84
Lakh).

During the financial year under review, the Company
continued its growth traJectory and posted excellent
results with highest ever revenue and improved
profitability in its Composite products segment. It aligned
with the overall success of auto/rail industry. The growth
was mainly led by strong traction in rail friction business.

The Indian automobile industry recorded one of its
strongest performances in FY 2025-26, achieving
the highest ever sales across all vehicle categories.
Similarly Indian railway continued to be the largest rail
networks in the world and remains a key driver of India's
infrastructure development.

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
emphasize on improvement in operational efficiencies,
higher productivity, and prudent cost control measures.

The Company has taken several steps towards
sustainability including installation of 1.80 MWp on-sight
Solar plant at Paithan unit and 0.40 MWp Solar plant
at Bhandara, putting up recycling plant to use waste
materials, putting up plantation around the plant and
several other initiatives.

During the financial year under review, the Company
has been awarded the prestigious IRIS Certification for
its rail product division from DNV, a globally recognized
standards of excellence in the railway industry.

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.

Looking ahead, the Company remains agile, tracking
geopolitical development and their evolving macro
environment. In parallel, the Company is actively
assessing the risk landscape and has put in place
appropriate mitigation measures to strengthen resilience.

3. SLUMP SALE OF FRICTION BUSINESS
UNDERTAKING

The Board of your Company, at its meeting held on
30^th June 2026, approved the slump sale of Friction
Business Undertaking of your Company to Rane
(Madras) Limited, (herein after referred to as the “RML”),
as a going concern, for a lumpsum cash consideration
of ' 370.00 Crores (Rupees Three Hundred Seventy
Crores only), subject to members' approval, which is
sought by passing of special resolution through Postal
Ballot process.

The transfer of Company's friction business comprising
of development, manufacturing and marketing of friction
material related to automobile, railway and industrial
applications (“Friction Business”) to RML is a strategic
move and aligns with the Company's stated priorities of
enhancing shareholders' value. The divestiture unlocks
embedded value that was not fully reflected in the
Company's market capitalization, with the consideration
reflecting the strategic premium a scaled industry leader
such as RML is positioned to realize. RML's Friction
Business offers a natural fit for the transfer of Company's
Friction Business. The transaction is expected to
streamline Company's portfolio by reducing complexity
and simplifying operations, enabling management
attention and resources to be directed to the segments
that are core to our long term strategy.

4. THE CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the
Company during the financial year 2025-26, except
commencement of trading in metals and commodities.

5. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF THE
REPORT

The Board of your Company, at its meeting held on 30^th
June 2026, approved the slump sale of Friction Business

Undertaking of your Company to Rane (Madras) Limited,
as a going concern, for a lumpsum cash consideration
of ' 370.00 Crores (Rupees Three Hundred Seventy
Crores only), subject to members' approval, which is
being sought through Postal Ballot process.

Except above, there were no material changes and
commitments affecting the financial position of the
Company between the end of the financial year to which
the financial statements relate and the date of this annual
report.

6. SHARE CAPITAL OF THE COMPANY

During the financial year under review, there was
no change in the share capital of the Company.
The Paid-Up Equity Share Capital of your Company as on
31^st March, 2026 was ' 7,38,45,000/- (Rupees Seven
Crore Thirty-Eight Lakh Forty-Five Thousand only)
divided into 1,47,69,000 (One Crore Forty-Seven
Lakh Sixty-Nine Thousand only) Equity Shares of ' 5/-
(Rupees Five only) each fully paid up.

During the financial year under review, the Company
has not issued shares with differential voting rights nor
granted stock options nor sweat equity.

7. DIVIDEND & DIVIDEND POLICY

Your directors have recommended a dividend of ' 2/-
per share (previous financial year ' 2/- per share) of
' 5/- each, being 40% (previous financial year 40%)
on equity share capital for the financial year ended
31^st March, 2026. This will absorb a total cash outflow of
' 295.38 Lakh. The dividend, if approved, will be paid to
those eligible members whose names shall appear in the
Register of Members / List of Beneficial Owners as on
22^nd September, 2026.

Pursuant to the provisions of Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Company
has formulated the Dividend Distribution Policy. The
policy can be accessed on the Company's website
at: https://www.hindcompo.com/UploadDocument/

DownloadAzure?name=investor-relations/dividend-
distribution-policy-16E3B268-56B6-4904-81BB-
871D8347C45D.pdf&str=91135.

8. RESERVES

During the financial year under review, a sum of Rs. 5,000
Lakhs (previous year ' 10,000 Lakhs) was transferred to
the General Reserve.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

Your Company has a Joint Venture Company namely
“Compo Advics (India) Private Limited”. The Company
had no subsidiary or associate company during the
financial year under review.

Pursuant to the provisions of Section 129(3) 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, acquired or ceased during the financial year
under review.

10. 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”), and 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.

11. 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, 2026, 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.

12. ANNUAL RETURN

Annual Return of the Company as on 31^st March, 2026
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 working.:https://www.hindcompo.com/investor-
relations/annual-reports

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

a) Composition

As on 31^st March, 2026, the Board comprised of 6
(six) 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. P K. Choudhary
(DIN: 00535670), 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 of Directors 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 61^st Annual
General Meeting (“AGM”) held on 25^th September,
2025, members of the Company re-appointed
Mr. Vinay Sarin (DIN: 00090757) as Director of the
Company, who retired by rotation at 61^st AGM in
terms of provisions of Section 152(6) of the Act.
Apart from this, no other Director was appointed/
re-appointed during the financial year 2025-26.

Changes in Key Managerial Personnel of the
Company:

There were no changes in the Key Managerial
Personnel of the Company, during the year under
review.

d) Cessation

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, The Board
of Directors of the Company places on record its
appreciation for the invaluable contribution and
guidance provided by him during his stint with the
Company, Apart from above, no other Director or
KMP retired or resigned during the financial year
2025-26,

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 provisions 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 (“IICA”) 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,
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/UploadDocument/
DownloadAzure?name = investor-relations/
familiarisation-programme-for-independent-
directors-BD1C29A0-6A8A-4D86-AAF2-
3992BB60A1D5,pdf&str=131329

g) Key Managerial Personnel (KMP)

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

14. 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 BENEFIT ACT, 1961.

During the financial year under review, the Company
has complied with and adhered to provisions
relating to the Maternity Benefit 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(s) 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(s)
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 31ST
MARCH, 2026:

Female : 9

Male : 519

Transgender : Nil

15. 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.

16. MEETINGS OF THE BOARD

The Board met 5 (five) times during the financial year
under review, the details of which are given in the
Corporate Governance Report, forming part of this
Annual Report and are also given herein below:

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

17. COMMITTEES OF THE BOARD

In accordance with the applicable provisions of the Act and the Listing Regulations, the Company has constituted 5
(five) 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, terms of reference and meetings 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 also provided herein below:

18. 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, 2026, the
Audit Committee comprised of Mr, Lalit Kumar Bararia,
Mrs, Preeti Agrawal, 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 Audit 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,

19. 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.

20. 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 the
Companies (Acceptance of Deposits) Rules, 2014. As on
31^st March 2026, there were no deposits which remained
unclaimed / unpaid and due for repayment nor payment
of interest thereon.

21. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIESREFERRED 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, details of which are given under
notes to accounts on financial statements forming part
of this Annual Report 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/UploadDocument/DownloadAzure?name=investor-

relations/related-party-transaction-policy-A9552EA6-

FEDC-4D85-8897-B52AE8AE23E8.pdf&str=14753

22. 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.

23. 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 the Corporate
Social Responsibility ('CSR') Policy. The CSR Policy
has been placed on the website of the Company viz.
www.hindcompo.com.

As part of CSR initiatives, the Company towards it's CSR
obligations for the financial year under review, contributed
a sum of ' 47,75,412/- (Rupees Forty Seven Lakh
Seventy Five Thousand Four Hundred and twelve 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. Further, the Company contributed a
sum of ' 75,00,000/- (Rupees Seventy Five Lakh only)
to Nirmal Society for Education (formerly known as
Nirmal Society for Education Promotion) a registered
charitable society with the main objective of promotion
and development of Education in India, to partner the
Society in achieving its objectives. Apart from above, the
Company also contributed a sum of ' 5,00,000/- (Rupees
Five Lakh only) to Prime Minister's National Relief Fund
(PMNRF) to support and assist the Central Government
to render immediate relief to families of those killed in
natural calamities like floods, cyclones and earthquakes,
etc.

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.

24. WHISTLE BLOWER / VIGIL MECHANISM POLICY

The Company has a Vigil Mechanism / Whistle
Blower 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.

25. 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 / E300284), 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.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Act read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 201 4, Members of the
Company appointed M/s. MR & Associates, Company
Secretaries, Kolkata as Secretarial Auditors of the
Company, to hold office as such for a term of 5 (five)
consecutive years with effect from financial year 2025-26
till financial year 2029-30, at the 61^st AGM held on 25^th
September, 2025. The Secretarial Auditors have issued
Secretarial Compliance Report and Secretarial Audit
Report for the financial year ended 31 ^st March, 2026.

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

M/s. MR & Associates, Company Secretaries, Kolkata,
have resigned as Secretarial Auditors of the Company
with effect from 10^th July 2026, due to the considerable
distance between their office at Kolkata and the
Company's Registered Office at Mumbai, accordingly
the Company is required to appoint new Secretarial
Auditors.

Pursuant to the provisions of Regulation 24A of the
Listing Regulations read with Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the
Board, at its meeting held on 23^rd July, 2026, based
on the recommendation of the Audit Committee,
has recommended the appointment of M/s. R M
Mimani & Associates LLP (Firm Registration No. -
L2015MH008300), Company Secretaries in Practice as

Secretarial Auditors of the Company for a term of 5 (five)
consecutive years with effect from financial year 2026-27
till financial year 2030-31, on payment of such fees, basis
the recommendation of the Audit Committee, as may be
mutually agreed by the Board and the Secretarial Auditors
from time to time, to the members of the Company at the
ensuing AGM. Your directors seek members' approval
for appointment of M/s. R M Mimani & Associates LLP as
Secretarial Auditors of the Company.

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

27. 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 2026-27.

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.

28. 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 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 23^rd April, 2026, on the recommendation
of the Audit Committee appointed M/s. Suresh
Pimple & Associates, Cost Accountants, Chhatrapati
Sambhajinagar (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 2026-27.
A resolution seeking ratification of remuneration payable
to the Cost Auditors by the members of the Company for
the financial year 2026-27 is included in the Notice of the
ensuing 62^nd AGM of the Company.

29. 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,

30. 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 company,
and

• Auditors' Certificate regarding compliance of

conditions of Corporate Governance,

31. 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 may impact the going
concern status of the Company or will have a bearing on
Company's operations in future,

32. 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.

33. 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,

34. 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 20,314 equity
shares to the demat account of the IEPF Authority on
which the dividend remained unclaimed / unpaid for the
financial years upto 2017-18.

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 ' 2,09,494,50, being remained
unpaid / unclaimed dividend for the financial year
2017-18, was transferred to the IEPF Authority.

Further, the unpaid and unclaimed dividend amount lying
with the Company for financial year 2018 - 19 is due
for transfer to the IEPF in the month of October, 2026,
The details of the same are available on the Company's
website viz, www.hindcompo.com.

Mr, P K, Choudhary, Managing Director has been
appointed as Nodal Officer and Mr. Arvind Purohit,
Company Secretary and Compliance Officer as Deputy
Nodal Officer to ensure compliance with the IEPF Rules.

35. 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,

36. CREDIT RATINGS:

On 25^th September, 2025, the Acuite Ratings & Research
Limited re-affirmed the following credit ratings for the
Company's long term and short-term instruments:

37. COMPLIANCE WITH SECRETARIAL STANDARD

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.

38. 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.

39. 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.

40. 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 LimitedSd/- Sd/-

P. K. Choudhary Lalit Kumar Bararia

Managing Director Independent Director
DIN: 00535670 DIN: 00204670