Your directors are pleased to present the 34^th Annual Report together with the Audited Financial Statements for the Financial Year
ended March 31, 2025.

FINANCIAL HIGHLIGHTS

BUSINESS OVERVIEW

During the year under review (FY 2024-25), we continued to
reinforce our position as a trusted partner to India’s chemical
and pharmaceutical industries, both of which are benefiting
from structural tailwinds such as increased global outsourcing,
supply chain diversification, and rising domestic demand. As

these process industries focus on capacity expansion and
technology upgrades, the demand for high-quality and highly
efficient equipment remains strong. We differentiated strengths
in design, manufacturing, and application-specific engineering
allow us to respond swiftly and effectively to these evolving
customer requirements.

During FY 2024-25, the consolidated total revenues of the
Company stood at ' 1,027.59 crores compared with ' 967.92
crores in the previous FY 2023-24, registering a growth of
6.2% on a year-on-year basis. The filtration, drying and other
equipment contributed approximately 31% of the revenue at
' 313.92 crores compared to ' 373.67 crores in the previous
year. The glass lined business contributed to the total revenue
at ' 582.13 crores in FY 2024-25 against ' 496.76 crores in the
previous FY 2023-24, posting a growth of 17.2% on a year-on-year
basis. The consolidated EBITDA for the year was ' 140.93 crores
compared with ' 120.88 crores in the previous FY 2023-24. The
Company reported EBITDA margins of 13.7% against 12.5% in
the previous FY 2023-24. The consolidated PAT stood at ' 61.77
crores compared with ' 40.89 crores in the previous FY 2023-24.

During recent times, the key end users of the Company’s products
viz. the Agrochemical, Specialty Chemical, Dyes, Pigment and
the Active Pharmaceutical Ingredient manufacturers continued
to grow, albeit at a lower rate. The order book of the Company
for both the businesses continues to remain strong and this
portends well for your Company’s prospects in the foreseeable
future. Our Directors attribute this improved performance, apart
from the market growth and external factors, to various steps
taken by the management in multiple facets of the business viz.
increased manufacturing capacity, improvements in production
processes, improved planning, focus on timely delivery and better
marketing coverage.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Thaletec, GmbH and Thaletec Inc., USA

THALETEC GmbH ("Thaletec”) (a company incorporated in
Germany) is a wholly owned subsidiary of the Company; and
Thaletec in turn has a wholly owned subsidiary, Thaletec Inc., USA.

The Financial Highlights of Thaletec GmbH (including its
step-down subsidiary) is as under:

Financial highlights

‘Previous year’s figures are restated, regrouped, rearranged and
recast, wherever considered necessary.

Kinam Group

The Company had agreed to acquire 70% equity stake in Kinam
Engineering Industries, on August 7, 2023. On September 26,
2023, the Company completed acquisition of 35.56% profit
share with a controlling interest in Kinam Engineering Industries,
now Kinam Engineering Industries Private Limited (Kinam) for
purchase consideration of Rs.79.97 crores in cash.

The Board approved an additional acquisition of 34.44% to
have the profit share and controlling interest in Kinam to 70%,
through a Scheme of Amalgamation. the Company had approved
the Scheme by respective Committees and by the Board at their
respective meetings held on February 13, 2024 and thereafter,
received in-principle approval from both the Stock Exchanges,
completed the process of obtaining approval of the Shareholders
and the Secured Creditors through duly convened meeting
dated March 18, 2025, as per Hon’ble NCLT order against the
application and thereafter, had filed a petition with Hon’ble
NCLT for final approval of the Scheme and the Hon’ble NCLT has
reserved the order in the matter.

In view of the above, the financial information for FY 2024¬
2025 includes the performance of Kinam / KEIPL, KEPL
which have become subsidiaries and also Kinam Process
Equipment Private Limited (KPEPL) which have become step-
down subsidiary (subsidiary of KEPL). The brief details of the
subsidiaries is as under:

Kinam Engineering Industries (Kinam) (a partnership firm) /
succeeded to Kinam Engineering Industries Pvt Ltd from January
01, 2024 - Subsidiary

Kinam Enterprise Private Limited (KEPL) - Subsidiary

Kinam Process Equipments Private Limited (KPEPL) - step-down
subsidiary (subsidiary of KEPL).

The Financial Highlights of Kinam (KEIPL) / KEPL/ KPEPL is as under:

Thaletec LLP (Previously known as Thaletec / H L Equipments)

Thaletec LLP (Previously known as Thaletec / H L Equipments)
is an LLP, in which your Company owns 99% ownership interest.
The partners of the Firm have entered into an LLP Agreement
and have converted the Partnership Firm into LLP, w.e.f.
February 12, 2025.

The Financial Highlights of Thaletec LLP is as under:

As per the requirements of Section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial
statements of subsidiary companies in Form AOC-1 is annexed
hereto in Annexure-I and form part of this Report.

DIVIDEND

Your Directors are pleased to recommend a Dividend of ' 1.1(55%)
per equity share of face value of ' 2/- each for the financial year
ended March 31, 2025. The Dividend, subject to the approval of
the Members at the 34^th Annual General Meeting will be paid,

within the time period stipulated under the Companies Act, 2013
(subject to deduction of Tax at source).

TRANSFER TO RESERVES

The Board of Directors of your Company have transferred
' 750 lakhs to General Reserve for the Financial Year 2024¬
2025 under review.

SHARE CAPITAL

Your Company’s paid-up Share Capital as on March 31, 2025
was ' 13.65 crores (' 13,65,30,960), comprising of 6,82,65,480
equity shares of ' 2 each, fully paid up.

During the financial year under review, your Company had
redeemed 20% of the face value of 9.50% Non-Convertible
Cumulative Redeemable Preference Shares at a premium of
' 189.38 per share as per the terms of issue and out of the
profits of the Company in accordance with Section 55 of the
Companies Act, 2013.

Your Company has not issued any shares with differential rights
and hence no information as per the provisions of Section 43(a)(ii)
of the Companies Act, 2013 read with Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 has been furnished.

Your Company has not issued any sweat equity shares during the
financial year under review and hence no information as per the
provisions of Section 54(1)(d) of the Companies Act, 2013 read
with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 has been furnished.

Your Company has not issued any equity shares under any
Employees Stock Option Scheme during the financial year under
review and hence no information as per the provisions of Section

62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 has
been furnished.

During the financial year under review, there were no instances
of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3)
of the Companies Act, 2013 read with Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014 and hence no
information in connection therewith has been furnished.

During the financial year, the Company had not bought back its
shares, pursuant to the provisions of Section 68 of the Companies
Act, 2013 and Rules made thereunder.

During the financial year, the Company had not made any
provisions of money or had not provided any loan to the employees
of the Company for purchase of shares of the Company or its
holding Company, pursuant to the provisions of Section 67 of the
Companies Act, 2013 and Rules made thereunder.

DEPOSITS

Your Company had not accepted/ renewed any deposits from the
public or the Members, within the meaning of Section 73 of the
Companies Act, 2013 read with Chapter V and the Companies
(Acceptance of Deposits) Rules, 2014, during the FY 2024-25 and
as such no amount of principal or interest on deposit from public
or Members, was outstanding as of the Balance Sheet date.

CREDIT RATING

Your Company enjoys a good reputation for its sound financial
management and the ability to meet its financial obligations
in a timely manner. ICRA Limited has assigned its ratings with
regards to the banking facilities enjoyed by your Company as “A"
(for long term facilities) and A2 (for short-term facilities) with a
stable outlook.

The details of credit ratings obtained by the Company are placed
on the Company’s website:

https://www.hleglascoat.com/wp-content/uploads/2025/04/
INTIMATIONOFCREDITRATINGICRA sd.pdf

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

The particulars of loans, guarantees, investments and securities
provided during the financial year under review, covered under
the provisions of Section 186 of the Companies Act, 2013 have
been provided in the note no. 31(b) to the consolidated Financial
Statements and the note no. 30(c) to the Standalone Financial
Statements. Your Company has complied with the provisions of

Sections 186 of the Companies Act, 2013 to the extent applicable,
with respect to the loans and investments made.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the FY 2024-2025 and in accordance with the provisions
of Sections 124 and 125 of the Companies Act, 2013 and the
Rules made thereunder:

• Dividend amounting to ' 14.64 lakhs pertaining to the
FY 2016-17, which remained unclaimed and unpaid for a
period of seven years from the date of its transfer to the
Unpaid Dividend Account, has been transferred to the
Investor Education and Protection Fund (IEPF) established
by the Central Government.

• ' 8.07 lakhs have been transferred to the IEPF Authority
towards the final equity dividend declared for FY 2023-24
at the Annual General Meeting held on September 26, 2024,
for the 7,67,150 equity shares held by the IEPF Authority.

• 7,000 equity shares of ' 2 each have been transferred to
the IEPF Authority after compliance of due procedures
as prescribed and 5,200 shares have been credited to
the Shareholders account against their claim, from the
IEPF Authority.

DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the details of Nodal Officer of the Company,
for the purpose of coordination with Investor Education and
Protection Fund Authority (IEPF Authority) are as under:

Name: Achal Thakkar

Designation : Company Secretary and Nodal Officer

Postal Address : H-106, GIDC Estate, Vitthal Udyognagar, Anand

- 388121, Gujarat, India.

Telephone No. : 02692-236842-45
E-mail ID : share@hleglascoat.com

The Company has also displayed the details of Nodal Officer at its
website at www.hleglascoat.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

Your Company has adopted a policy on Related Party
Transactions and the said Policy is available on the Company’s
website in Policies section on https://hleglascoat.com/wp-
content/uploads/2022/02/POLICY-FOR-RELATED-PARTY-
TRANSACTIONS 11.02.2022-1.pdf

During the financial year under review, your Company has entered
into related party transactions on an arm’s length basis and in the
ordinary course of business and the same are in compliance with
Section 188 of the Companies Act, 2013 and the Rules made
thereunder and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. No material contract or
arrangement with related parties was entered into during the
financial year under review. Therefore, there is no requirement to
report any transaction in Form No. AOC-2 in terms of Section 134
of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014.

Further, all such contracts/ arrangements/ transactions were
placed before the meetings of the Audit Committee, Board of
Directors and the Shareholders, as may be required, for their
approval. Prior approval/s of the Audit Committee/ Board /
Shareholders, as may be required, including omnibus approvals,
if any, are obtained on an annual basis, which is reviewed and
updated on a quarterly basis.

PARTICULARS RELATING TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Company in its regular course of business makes best effort to
conserve the resources and continuously implements measures
required to save energy. The Company has strong commitment
towards conservation of energy, natural resources and adoption
of latest technology in its areas of operation.

The particulars as required under the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 with respect to conservation
of energy, technology absorption, foreign exchange earnings and
outgo, etc. are furnished in the Annexure-II, which forms part
of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS
AND EMPLOYEES

A. The details of the ratio of the remuneration of each director
to the median remuneration of the employees and other
details as required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are annexed hereto in Annexure-III and forms
part of this Report.

B. The details of the Top 10 employees of the Company in terms
of remuneration drawn as required under Section 134 of
the Companies Act, 2013 and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed hereto in Annexure-IV and forms
part of this Report.

C. None of the employees of the Company have drawn
remuneration of ' 1,02,00,000 or more per annum or
' 8,50,000 or more per month or for any part of the year,
except Mr. Himanshu Patel, Managing Director, whose
remuneration details is mentioned in the Corporate
Governance Report and except the persons whose details are
mentioned in the Top 10 employees in Annexure IV, forming
part of the Board’s Report. There being no other employees
falling under the subject category, the particulars required to
be disclosed under Section 134 of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not
required to be furnished.

D. None of the employees of the Company, employed
throughout the year under review or part thereof, was in
receipt of remuneration which was in excess of that drawn by
the Managing Director or Whole-time Director or Manager
and holds by himself or along with his spouse and dependent
children, exceeding two percent of the equity shares
of the Company.

ANNUAL RETURN

The Annual Return for the FY 2024-25 has been uploaded on
the Company’s website: https://hleglascoat.com/corporate-
governance/ in accordance with the provisions of Section 134 of
the Companies Act, 2013.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT [BRSR]

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015
dated November 4, 2015 and the Business Responsibility &
Sustainability Report detailing the various initiatives taken by the
Company on the environmental, social and governance front, is
annexed hereto in Annexure-V and forms part of this Report.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with
Schedule V(C) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Report on Corporate
Governance is annexed hereto in Annexure-VI and forms part
of this Report. Your Company is committed to transparency
in all its dealings and places high emphasis on business ethics.
The requisite Compliance Certificate as required under Part
E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, issued by Mr. Nimish Mehta
(CP No. 9651), proprietor of M/s. N. M. & Co., Practicing
Company Secretaries, Mumbai confirming to the compliance with
the conditions of Corporate Governance, is also annexed hereto
which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34(3) read with Schedule V(B) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Report on Management Discussion and Analysis is
annexed hereto in Annexure-VII and forms part of this Report.

RISK MANAGEMENT

Your Company recognises the importance of managing risk in the
business to sustain growth. Pursuant to provisions of Regulations
21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 134(3)(n) of the Companies
Act,2013 (“the Act") and other applicable provisions, if any, the
Board of Directors of the Company has approved and framed
“Risk Management Policy" of the Company, which is available
on the website of the Company at https://hleglascoat.com/wp-
content/uploads/2021/09/HGL RISK-MANAGEMENT-POLICY.
pdf. The Risk Management Policy has a detailed risk assessment
and minimisation procedures and wherein all material risks
faced by your Company are identified and assessed. The Risk
Management Policy adopted by your Company establishes a
structured and disciplined approach to Risk Management, in
order to guide the Board on decisions on risk related issues and
to mitigate various risks viz. economic risk, production risk,
inventory management risk, technology risk, competition risk,
financial risk, raw material price fluctuation risk, pandemic risk,
human resource risk, reputation risk, legal risk, regulatory risk,
cyber risk, etc.

Your Company has also formed a Risk Management Committee,
having the following members:

a. Mr. Aalap Patel - Chairperson (Executive Director)

b. Mr. Sandeep Randery - Member (Independent Director)

c. Mr. Yatish Parekh - Member (Independent Director)

During the FY 2024-25, Three (03) Meetings were held on May
27, 2024, November 11, 2024 and February 10, 2025 wherein,
all the major and important risks identified for the Company and
relevant mitigation measures were reviewed and discussed.

The main objective of this Policy is to ensure sustainable business
growth with stability and to promote a proactive approach in
reporting, evaluating and resolving risks associated with the
Company’s business and processes.

The risks faced by the Company and the various measures taken
by the Company are detailed in Management Discussion and
Analysis Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(C) read with
134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

(b) the Directors had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at
the end of the financial year and of the profit of the Company
for that period;

(c) the Directors had 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 had prepared the annual accounts on a going
concern basis; and

(e) the Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the Company
and that such internal financial controls are adequate and
were operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors of your Company are well experienced with
expertise in their respective fields of technical, financial, strategic
and operational management and administration. None of the
Directors of your Company are disqualified under the provisions
of Section 164(2)(a) and (b) of the Companies Act, 2013. During
the period under review, no Non-Executive Director of your
Company had any pecuniary relationship or transactions with
your Company except as stated elsewhere in this Report and in
the notes to the accounts.

Mr. Nilesh Patel, Non-Executive Director (DIN: 00141873), is
retiring by rotation and being eligible, have offered himself for re¬
appointment at the ensuing Annual General Meeting. The brief
profile of Mr. Nilesh Patel has been given in the Notice convening
the Annual General Meeting.

The day-to-day operations of your Company are managed
by its Key Managerial Personnel (“KMP") viz. the Managing
Director, the Whole-Time Director, the Executive Director, the
Chief Financial Officer and the Company Secretary. As required
under the provisions of Section 203 of the Companies Act,
2013, Mr. Himanshu Patel (DIN 00202312), Managing Director,
Mr. Aalap Patel (DIN 06858672), Executive Director, Mr. Harsh
Patel (DIN: 00141863), Whole-Time Director, Mr. Naveen
Kandpal, Chief Financial Officer of the Company and Mr. Achal
Thakkar, Company Secretary are the Key Managerial Personnel
of your Company as on the date of this Report.

The Nomination and Remuneration Committee has formulated
the Policies relating to the appointment and remuneration of the
Directors of your Company, laying down criteria for determining
qualification, positive attributes, independence of directors, etc.
The Policy is available on the Company’s website:

https://www.hleglascoat.com/wp-content/uploads/2025/04/

Policy-for-Appointment-of-the-Directors.pdf.

BOARD OF DIRECTORS AND COMMITTEES FORMED
THEREUNDER

The Board of Directors has constituted the following
Statutory Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details related to the composition of the Board of the
Company and the Committees formed by it and meetings
conducted during the financial year under review are given in the
Corporate Governance Report annexed hereto and forming part
of this Report.

NUMBER OF BOARD MEETINGS

The Company has complied with the provisions for holding Board
Meetings and the gap between two meetings did not exceed
120 days. Five (5) Meetings of the Board of Directors of the
Company were held during the year under review on May 27,
2024, August 05, 2024, November 11, 2024, January 30, 2025
and February 10, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 the
Company has received declarations from all Independent
Directors confirming that they meet the criteria of independence
as specified in Section 149(6) of the Companies Act, 2013, as
amended, read with Rules framed thereunder and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. In terms of Regulation 25(8)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an objective
independent judgement and without any external influence and
that they are independent of the Management. The Board of
Directors of the Company have taken on record the declaration
and confirmation submitted by the Independent Directors after
undertaking due assessment of the veracity of the same. The
Board is of the opinion that the Independent Directors possess
the requisite qualifications, experience, expertise and they hold
high standards of integrity. The Independent Directors have
complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013 and have also confirmed
that their registration with the databank of the Independent
Directors, maintained by the Indian Institute of Corporate
Affairs is in compliance with the requirements of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

During the FY 2024-25, the Board of Directors of your Company
has carried out an Annual Performance Evaluation of the Board,
its Committees and all the individual Directors as per the
Company’s Policy for Performance Evaluation of Directors.

(i) The Board, in its Meeting held on February 10, 2025, has
carried out the evaluation task of the entire Board, the
Committees of the Board, the Chairperson, the Managing
Director, the Executive Director, the Whole-Time Director,
the Non-Executive Director and the Independent Directors
individually, for the period from January 1, 2024 to December
31, 2024. In accordance with the provisions of Section 149
of the Companies Act, 2013 read with Schedule IV, annual
performance evaluation of the Independent Directors was
carried out by the entire Board of Directors, excluding the
Directors being evaluated.

The performance of each Independent Director has been
evaluated on various parameters like ethics/ values, inter¬
personal skills, competence and general administration,
liaison skills, participation in meetings, etc. The Board was
satisfied that each of the Independent Directors has been
acting professionally and has brought his/ her rich experience
in the due deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting
held on February 10, 2025, carried out the performance
evaluation of all the non-Independent Directors and the
Board as a whole, with special attention to the performance
of the Chairperson of the Company for the period from
January 1, 2024 to December 31, 2024. The various
criteria considered for the purpose of evaluation included

composition of the board, ethics/ values, inter-personal
skills, competence and general administration, liaison skills,
participation in meetings, etc. The Independent Directors
were of the view that the Chairperson and all the other non¬
Independent Directors were competent and the results of
the evaluation were satisfactory and adequate to meet your
Company’s requirements.

(iii) The Nomination and Remuneration Committee, in its Meeting
held on February 10, 2025, reviewed the performance of the
Executive Directors of the Company with special attention
to the leadership criteria for the Managing Director, the
Executive Director and the Whole-Time Director for the
period from January 1, 2024 to December 31, 2024. The
various criteria considered for purpose of evaluation included
ethics/ values, inter-personal skills, competence and general
administration, liaison skills, participation in meetings, etc.
The Committee was of the view that the Managing Director,
the Executive Director and the Whole-Time Director were
capable and the results of the evaluation were satisfactory
and adequate to meet your Company’s requirements.

The Board also expressed its satisfaction over the
process of evaluation.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance
with the provisions of Section 135 of the Companies Act, 2013,
details of which are provided in the Corporate Governance
Report annexed hereto and forming part of this Report. The CSR
Policy of your Company as approved by the Board of Directors is
available on the Company’s website: https://hleglascoat.com/wp-
content/uploads/2021/04/CSR-POLICY.pdf in the Corporate
Social Responsibility section.

The CSR activities as required to be undertaken under Section
135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility) Rules, 2014, including a brief
outline of the Company’s CSR Policy, total amount to be spent
under the CSR Policy for the FY 2024-25, amount spent, amount
unspent and the reason for the unspent amount, if any; is annexed
hereto in Annexure-VIII and forms part of this Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy as
envisaged under the provisions of Section 177(9) of the
Companies Act, 2013 and the Rules made thereunder and
Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and a vigil mechanism to
provide a framework to promote responsible and secure whistle
blowing and to provide a channel to the employee(s) and Directors
to report to the management, concerns about unethical behavior,

actual or suspected fraud or violation of the code of conduct
or policy/ies of the Company, as adopted/framed from time to
time. The Policy provides for protecting confidentiality of those
reporting violation(s) and restricts any discriminatory practices
against them. The mechanism provides for adequate safeguards
against victimisation of employee(s) and Directors to avail of the
mechanism and also provide for direct access to the Chairperson
of the Audit Committee in exceptional cases.

The Policy covers malpractices and/ or events related to all issues
that could have grave impact on the operations and performance
of the business of your Company. The concerned matters are to
be reported to the Compliance Officer and/ or the Chairperson
of the Audit Committee. The Audit Committee monitors the Vigil
Mechanism of your Company.

During the FY 2024-25 no employee has been denied access to
the Compliance Officer/ the Chairperson of the Audit Committee,
who have been appointed as the Whistle Blower Officers
of the Company.

The details of establishment of Vigil mechanism/ Whistle Blower
policy and the contact details of the Whistle Blower Officers are
available on the Company’s website:

https://www.hleglascoat.com/wp-content/
uploads/2023/08/HGL-WH ISTLE-BLOWER-POLICY-VIGIL-
MECHANISM 12.06.7021-R.pdf

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors of the Company has adopted the Dividend
Distribution Policy which is available on the Company’s Website
at https://hleglascoat.com/wp-content/uploads/2021/10/HGL-
DIVIDEND-DIST-POLICY Website.pdf

PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE

Your Company has framed a Policy against sexual harassment and a
formal process for dealing with complaints relating to harassment
or discrimination. The said Policy is in line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. As per
the provisions of Section 4 of the said Act, the Board of Directors
has constituted the Internal Complaints Committee (‘ICC’) to
deal with the complaints received by your Company pertaining to
gender discrimination and sexual harassment at the workplace.
No unresolved complaints were there as on the start of the
financial year, no complaints were received during the financial
year and no complaints were pending to be resolved as at the end
of the financial year.

MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments, affecting
the financial position of your Company which have occurred
during the period between the end of the financial year to which
the financial statements relate and the date of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has strong integrated systems for internal financial
control system commensurate with the size and scale of its
operations and the same has been operating effectively. The
Internal Auditor evaluates the efficacy and adequacy of internal
control system, accounting procedures and policies adopted by
the Company for efficient conduct of its business, adherence to
Company’s policies, safeguarding of Company’s assets, prevention
and detection of frauds and errors and timely preparation of
reliable financial information etc. Based on the report of internal
audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon if
any, were presented to the Audit Committee of the Board.

Your Company has established effective internal control systems
to ensure accurate, reliable and timely compilation of financial
statements, to safeguard assets of your Company and to detect
and mitigate irregularities and frauds.

In accordance with the requirements of the Section 143(3)(i) of
the Companies Act, 2013, the Statutory Auditors have confirmed
the adequacy and operating effectiveness of the internal financial
control systems over financial reporting.

STATUTORY AUDITORS AND INDEPENDENT
AUDITORS' REPORT

M/s. M M Nissim & Co LLP, Chartered Accountants, Mumbai (Firm
Registration No. 107122W/W100672) have been appointed as
the Statutory Auditors of your Company for a tenure of 5 (five)
years at the 31^st Annual General Meeting to hold the office from
conclusion of 31^st Annual General Meeting till the conclusion of
36^th Annual General Meeting.

The Auditors Report given by M/s. M M Nissim & Co LLP, Statutory
Auditors, on the Financial Statements of your Company, for the
year ended March 31, 2025, forms part of the Annual Report.
There is no qualification, reservation or adverse remark or any
disclaimer of opinion in their Report.

In accordance with the Section 40 of the Companies (Amendment)
Act, 2017 (corresponding to Section 139 of the Act) and revised
Secretarial Standards-2, the requirement of ratification of the
appointment of the Statutory Auditors in every Annual General

Meeting of the Company during the tenure of appointment has
been dispensed with. Hence, the matter has not been placed
as an agenda item in the AGM Notice for the approval of the
members/shareholders.

REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of
Section 143 of the Companies Act, 2013, during the financial year
under review, to the Audit Committee or the Board of Directors.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

The Company had appointed M/s. N. M. & Co., Practicing
Company Secretaries (Firm Registration No. S2010MH142200
and Peer review No. 2385/2022) as the Secretarial Auditors
for the FY 2024-25 in accordance with Section 204 of the
Companies Act, 2013. The Report on Secretarial Audit issued
by the Secretarial Auditors for the FY 2024-25, in Form MR-3, is
annexed hereto in Annexure- IX and forms part of this Report.
There is no qualification, reservation or adverse remark or any
disclaimer of opinion in their Report.

Pursuant to Section 204 of the Companies Act, 2013 and the
rules made thereunder, Regulation 24A of the SEBI Listing
Regulations read with newly issued SEBI Circular No. SEBI/HO/
CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024,
on the recommendation of the Audit Committee, the Board has
appointed M/s. N. M. & Co., Practicing Company Secretaries
(Firm Registration No. S2010MH142200 and Peer review No.
2385/2022) as the Secretarial Auditors for the financial years
from 2025-26 to 2029-30, subject to approval of the Shareholders
in a general meeting. The Company has received consent and
requisite documents from the Firm, for their appointment.

Accordingly, the Board of Directors recommends to the Members,
the resolution seeking appointment of the Secretarial Auditors,
as per details provided in the Notice of the AGM.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETING

The Company has complied with the provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1) and on
General Meetings (SS-2).

INTERNAL AUDITORS

M/s CNK & Associates LLP, Chartered Accountants (Firm
Registration No. 101961W) had conducted the internal audit
of your Company for the Anand works for the FY 2024-25;
and M/s. AKMK Associates, Chartered Accountants (Firm
Registration No.: 136206W) had conducted the internal audit of
your Company for the Maroli works and for the Silvassa Works
for the FY 2024-25.

Pursuant to provisions of Section 138 of the Companies Act,
2013 and the Rules made thereunder, on the recommendation
of the Audit Committee, the Company has appointed M/s CNK
& Associates LLP, Chartered Accountants (Firm Registration No.
101961W) and M/s AKMK Associates, Chartered Accountants
(Firm Registration No.: 136206W) as the Internal Auditors, for
the Anand works and the Maroli & Silvassa Works respectively
for the FY 2025-26.

The Company has received the consent from the respective firms
for their said appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Record and Audit) Rules, 2014, your
Company has duly maintained the cost records as prescribed
under the said rules. The cost audit for the FY 2024-25 of the
said records was carried out by M/s. Nanty Shah & Associates,
Cost Accountants (Membership No. 31497), the Cost Auditors
appointed by the Company.

Further, the Board on the recommendation of the Audit
Committee has appointed M/s. Nanty Shah & Associates,
Cost Accountants (Membership No. 31497), as the Cost
Auditors of the Company for the FY 2025-26. The Company
has received the consent from them for their re-appointment.
Accordingly, the Board of Directors recommends to the
Members, the resolution seeking approval of the members for
ratifying the remuneration payable to the Cost Auditors for
FY 2025-26 as per details provided in the Notice of the ensuing
Annual General Meeting.

LISTING REGULATIONS COMPLIANCE / LISTING ON
NSE

The Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, and Secretarial Standards. There has
been no penalty / stricture imposed on the Company by Stock
Exchanges or SEBI or any other Statutory Authority on any
matter related to capital markets during last three financial years.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

No significant and material orders were passed by the Regulators
or the Courts or Tribunals during the financial year under review.

PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against
the Company, pending under the Insolvency and Bankruptcy
Code, 2016 as amended from time to time, before the National
Company Law Tribunal (NCLT) or any other Courts as on
March 31, 2025.

GENERAL

• During the financial year under review, there was no change
in nature of business of the Company.

• During the financial year under review, there was no one
time settlement with the Banks/ Financial institutions.

ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to
thank your Company’s customers, vendors, investors, business
associates, bankers and other stakeholders for their continued
support. Your Directors also take this opportunity to applaud the
contributions made by all the employees to the operations of your
Company for its continued growth and success.

By the Order of the Board of
HLE Glascoat Limited

Sd/- Sd/-

Himanshu Patel Aalap Patel

Date: May 19, 2025 Managing Director Executive Director

Place: Anand (DIN: 00202312) (DIN: 06858672)