Directors Report of Haryana Leather Chemicals Ltd.

Mar 31, 2025

Your directors are pleased to present the 40th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")
and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. In Lakhs)

Particulars	Current Year ended 31.03.2025	Previous Year ended 31.03.2024
Net Revenue	4902.95	4442.19
Add: Other operating income	169.52	355.32
Total Income	5072.47	4797.51
Profit before Interest, Depreciation, Exceptional items & Taxation	424.04	651.13
Less: Depreciation	90.03	86.64
Add: Exceptional items (Net)	-	-
Profit /(Loss) before Tax	334.01	564.49
Add: Tax expenses (Net)	104	102.67
Profit after Tax/(Loss)	230.01	461.82
(Less)/Add: Other Comprehensive Income	0	0
Total Comprehensive Income	230.01	461.82

Notes:-

1. There are no material changes and commitments affecting the financial position of your Company which have
occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Company''s Plants And Operations

Plant Locations:

72-77, HSIIDC Industrial Estate,

Hansi Road, Jind - 126102, Haryana, India

Operational Highlights

The total income from operations for the year ended 31^st March, 2025 aggregated to Rs. 5072.47 Lakhs as compared
to Rs. 4797.51 Lakhs in the previous year. The company was able to earn a profit after tax of Rs. 230.01Lakhs.

The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year
under review of Rs 424.04 Lakhs as compared to profit of Rs. 651.13 Lakhs in the previous year. Exceptional items
for the year under review was nil.

No material changes and commitments which affect the financial position of the Company have occurred after the
close of the year under review till the date of this Report

Dividend

Based on the Company''s performance, the Board recommended a dividend of Rs.1 per share of Rs 10 Per Share,
subject to the approval of the Members. The final dividend on equity shares, if approved by the Members, would
involve a cash outflow of '' Rs 49.08 Lacs. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands
of the Members effective April 1, 2020, and the Company is required to deduct tax at source (TDS) from dividend
paid to the Members at rates prescribed as per the Income-Tax Act, 1961. The Record date for the purpose of the final
dividend for the financial year ended March 31, 2025, is 49.08 Lacs .

Transfer To Reserves

The Board of Directors has decided to retain the entire number of profits for FY 2024-25 in the retained earnings.
Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of the Company.
The paid-up Equity Share Capital of the Company as on 31^st March, 2025, was Rs. 49,08,4,700 divided into 49,08,470
Equity Shares of Rs.10/- each

Also, Your Company has not issued any:

o Shares with differential

o Sweat equity shares

o Equity shares under Employees Stock Option Scheme
Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY25 or the previous financial years. Your Company did not accept any deposit during the
year under review.

Material Subsidiaries

As on March 31, 2025 the Company had no material subsidiaries. Your Company has formulated a policy for
determining Material Subsidiaries. The policy is available on your Company''s website and link for the same is given
in Corporate Governance Report.

SPECIALITY PRODUCTS

The company has sustained its growth and market ranking due to specialty products -both in leather chemicals and
PVC additives division.

Leather Chemicals: The company continues its market leadership in fat liquor for gloving and upholstery. Our
product NOUVOL SR and its variants are market leaders. The new pigment series NANOLUX that was launched a
year ago has been accepted for high end applications as a specialty product. NANOLUX Deep Black and NANOLUX
Ultra-white have proven their performance against world leaders like STAHL and SOMMER. The company is
aiming to place NANOLUX as a top end specialty product that will boost the company''s image.

PVC Additives: Since the launch of PVC additives in 2024: mainly Acrylic Impact Modifier (AIM) and Acrylic
Processing Aid (PA), the company''s R&D and marketing team have worked in close coordination to benchmark
the product performance to beat the best in the segment. The company has received very encouraging results on
AIM and its AKRELON 405 is emerging as a specialty product. The company is likely to command a leading role
amongst indigenous producers as the AKRELON 405 has received widespread acceptance across India''s leading
PVC processors. The trademark AKRELON has also been registered under no. 6400777 dated 23^rd April 2024.

Directorate And Key Managerial Personnels

As of March 31, 2025, your Company''s Board had Eight (8) members comprising of two (2) Executive Directors,
two (2) non-executive and four (4) Independent Directors, including one Woman Director. The details of Board and
Committee composition, tenure of directors, and other details are available in the Corporate Governance Report,
which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies
of the Directors in the context of the Company''s business for effective functioning. The key skills, expertise and core
competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this
Integrated Annual Report.

Appointment/Re-appointment/Cessation/Change in Designation of Directors and Key Managerial Personnel

During the year under review, following changes took place in the Directorships and Key Managerial Personnel

a) Mr. Pankaj Jain (DIN: 00206564) shall retire by rotation at the ensuing Annual General Meeting and are eligible
and have offered themselves for re-appointment.

b) Re-appointment of Mr. Pankaj Jain, (DIN: 00206564) as Managing Director of the Company for a further
period of five years from 2^nd April, 2025 to 1^st April 2030 and same was approved by the Shareholders through
postal ballot.

c) Appointment of Mr. Chinar Goel, (DIN: 00486730) as an Independent Director of the Company for a term of
five consecutive year.

d) Appointment of Mr. Kanishk Gupta (DIN: 02243899) as an Independent Director of the Company for a term
of five consecutive year.

e) Appointment of Ms. Ritu Atri (DIN: 09596000) as an Independent Director of the Company for a term of five
consecutive year.

f) Appointment of Ms. Pradeep Kumar Verma (DIN: 10749814) as an Independent Director of the Company for
a term of five consecutive year

g) After closure of Financial Year, the Board of Director on the recommendation of Nomination and remuneration
committee has approved re-appointment of Ms. Sippy Jain (DIN: 03189151) as Whole Time Director w.e.f.
30th July, 2025 to 29th July, 2030

h) Mr. Silun Nanda resigned from the Company Secretary of the company w.e.f 30th September, 2024.

i) Mr. Yugank was appointed as Company Secretary of the company w.e.f 06th October, 2024.

Re- Appointment of retiring Directors

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of your Company, Mr. Pankaj Jain (DIN: 00206564) is liable to retire by rotation at the ensuing AGM
and being eligible, offers himself for re- appointment.

The Board recommends the re-appointment of Mr. Pankaj Jain as Director for your approval. Brief details as required
under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Number of meetings of the Board of Directors

The Board met 6 (Six) times during the year under review. The intervening gap between the meetings did not
exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the
attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated
Annual Report.

Statement on declaration given by Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) of the
SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an
Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in
the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Independent Directors of your Company have confirmed that

(a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the

Listing Regulations 2015, and

(b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge
duties with an objective independent judgment and without any external influence.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the
Listing Regulations 2015 and are independent of the management of the Company.

Independent Directors

In terms of Section 149 of the Act, Mr. Chinar Goel, Ms. Ritu Atri, Mr. Kanishk Gupta & Mr. Pradeep Kumar Verma
are the Independent Directors of the Company. The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management. In terms of Regulation
25(8) of the SEBI Listing Regulations, they have confirmed 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 judgement and without any external influence. The Board of Directors of the Company
has 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 all Directors including the Independent Directors of the Company possess requisite
qualifications, integrity, expertise and experience in the fields of science and technology, digitalization, strategy,
finance, governance, human resources, safety, sustainability, etc. The Independent Directors of the Company
have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the
Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections
2(51) and 203 of the Act:

• Mr. Pankaj Jain, Managing Director

• Mrs. Sippy Jain, Whole time Director, Executive Director

• Mr. Sukanto Choudhury, Chief Financial Officer

• Mr. Yugank, Company Secretary
Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018,
which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in
the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination &
Remuneration Committee. The Nomination and Remuneration Policy is available on our website at https://www.
leatherchem.com/pdf/Nomination-and-Remuneration-Policy.pdf .

Annual evaluation by the Board of its own performance, performance of its Committees and Individual Directors

The Company has revised a Policy for performance evaluation of the Board, Committees and other individual
Directors (including Independent Directors) which includes criteria for performance evaluation of Non-executive
Directors and Executive Directors. The evaluation process inter alia considers the attendance of Directors at Board and
committee meetings, acquaintance with business, communicating inter-se board members, effective participation,
domain knowledge, compliance with code of conduct, vision, and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the
Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective
Committee members. The performance of each Committee was evaluated by the Board, based on the report on
evaluation received from respective Committees. The report on performance evaluation of the Individual Directors
was reviewed by the Chairman of the Board and feedback was given to Directors.

Corporate Governance & Compliance

The Company follows the best governance practices to boost long-term shareholder value and respect minority
rights.

The Company considers the same as its inherent responsibility to disclose timely and accurate information to its
stakeholders regarding its operations and performance, as well as the leadership and governance of the Company.
The Company is committed to the HLCL Code of Conduct which articulates values and ideals that guide and govern
the conduct of the Haryana Leather Chemicals Limited as well as its employees in all matters relating to business.
The Company''s overall governance framework, systems and processes reflect and support its Mission, Vision and
Values. At HLCL, human rights is also an integral aspect of doing business and the Company is committed to
respect and protect human rights to remediate adverse human rights impacts that may be resulting from or caused
by the Company''s businesses. In furtherance to this, the Company has in place the ''Haryana Leather Chemicals
Limited code of conduct'' which aligns with the principles contained in the Human Rights and is consistent with the
HLCL Code of Conduct.

The Company''s governance guidelines cover aspects mainly relating to composition and role of the Board, Chairman
and Directors, Board diversity, retirement age for the Directors and Committees of the Board.

The Company has in place a compliance management system for monitoring the compliances across its plant and
office. A compliance certificate is also placed before the Board of Directors every quarter. In compliance with the
SEBI Listing Regulations, the Corporate Governance Report and the Secretarial Auditor''s Certificate form part of
this Annual Report.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability,
confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2025 that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that
there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2025 and 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 the Companies Act, 2013 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;

e. the Directors had laid down proper internal financial controls to be followed and that such internal financial
controls were adequate and were operating effectively; and

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.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion
and Analysis Report, which forms part of this Integrated Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing
Regulations, is presented in a section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate
Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the
required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate
governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all Board members and senior management personnel of your
Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on
the website of your Company at https://www.leatherchem.com/pdf/Code-of-conduct-of-Board-of-Directors-and-
Senior-Management-Personnel.pdf .

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with
Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://
www.leatherchem.com/pdf/MGT-7.pdf.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. Further, only those
members of the Committee, who are Independent Directors, approve the related party transactions. An omnibus
approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm''s length basis and in the
ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the
SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

The Audit Committee comprise solely of the Independent Directors. The members of the Audit Committee abstained
from discussing and voting in the transaction(s) in which they were interested.

The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are
provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to
Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out
as "Annexure-A" to this Report.

Your Company did not enter into any related party transactions during the year under review, which could be
prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link:
https://www.leatherchem.com/pdf/HLCL-RPT-Policy.pdf .

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the related party transactions

Statutory Auditor & Audit Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time-to-
time M/s. S.C Deewan & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company, for a
period of five consecutive years at the Annual General Meeting held on September 24, 2022, to hold his office till the
conclusion of 42nd Annual General Meeting of the Company to be held in 2027.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not
disqualified to hold the office of the statutory auditor.

Further, in terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the ICAI.

Statutory Auditors have expressed their unmodified opinion on the Standalone Financial Statements and their
reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial
statements referred in the Auditors'' Report are self-explanatory.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

The said Audit Report does not contain any qualification, reservation or adverse remark. During the year 2024-25,
the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be
disclosed under Section 134(3) (ca) of the Act.

Secretarial Auditor

M/s Neeraj Gupta & Associates., Practicing Company Secretaries (CP No. 4006 & Membership No- F-5720), were
appointed as the Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from FY 2025¬
26 to FY 2029-30, at the Board meeting held on May 15, 2025, based on the recommendation of the Audit Committee
of Directors, subject to the approval of the Members at the ensuing AGM of the Company. They will undertake
secretarial audit as required and issue the necessary secretarial audit report for the aforesaid period in accordance
with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations. They have confirmed that their
appointment complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Members''
approval for their appointment forms part of the Notice.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no deviations or non-compliances.

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee,
had appointed Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, M/s. Neeraj Gupta & Associates, Practicing Company Secretary was appointed to undertake the
Secretarial Audit of the Company for the Financial Year ended 31^st March, 2025.

Secretarial Audit Report

Secretarial Audit Report for the Financial Year ended on 31^st March, 2025, issued by M/s. Neeraj Gupta & Associates,
Practicing Company Secretary, in Form MR-3 forms part of this report and marked as "Annexure-B".

The said report contains no qualification/observation requiring explanation or comments from Board under section
134(3)(f)(ii) of the Companies Act, 2013.

The Board of Directors of the Company in their meeting held on 15^th May,2025, on the recommendation of Audit
Committee, re-appointed Mr. Neeraj Gupta & Associates, Practicing Company Secretary as Secretarial Auditors of
the Company for the for further period of five (5) years subject to the shareholders meeting in the ensuing Annual
General Meeting.

Secretarial Standards

Your 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 that such systems are adequate and operating
effectively.

Reporting Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Significant And Material Orders Passed by The Regulators Or Courts Or Tribunals_

No significant and materials orders were passed by the regulators or courts or tribunals impacting the going concern
status of your Company''s operations in the future. No application was made and no proceedings was pending
against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

Particulars Of Loans, Investments, Guarantees and Security

The particulars of loans given, guarantees given and securities provided and investments made under the provisions
of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

Risk Management

The Provisions of constitution of Risk Management Committee has been made applicable by the SEBI has vide
its Notification dated 5.5.2021 wherein it has made it mandatory for top 1000 listed entities on the basis of market
capitalization as on close of previous financial year to have Risk Management Committee.

According the Company does not have Risk Management Committee as it is not applicable on your company and
there is no risk which may threaten the existence of the Company as a going concern.

Particulars Of Energy Conservation, Technology Absorption and Foreign Exchange Earnings And Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second
Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as "Annexure-C".

Material Changes and Commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material
changes and commitments which could affect the Company''s financial position which have occurred between the
end of the financial year of the Company to which the financial statements relate and date of the report and there
has been no change in the nature of business.

Corporate Governance and Management Discussion and Analysis Report

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the
Auditors confirming compliance with the conditions of Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has
been provided in a separate section which forms part of this Annual Report.

Maternity Benefit

No requests were pending at the beginning of the financial year. During the year under review, no request was
reported. No request was pending as at the end of the financial year.

Whistle Blower Policy and Vigil Mechanism

As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section
177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated
Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be
made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s)
or any other person who avail the mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting
highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link:
https://www.leatherchem.com/pdf/Vigil-Mechanism-Whistle-Blower-Policy.pdf.

Prevention Of Sexual Harrasment

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH
Act'') and Rules made thereunder, the Company has formed an Internal Committee (''IC'') for its workplaces to
address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed
policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear
timelines for resolution.

The Policy is uploaded on the website of the Company at https://www.leatherchem.com/pdf/HLCL-POSH-Policy.pdf.

No complaints were pending at the beginning of the financial year. During the year under review, no concern was
reported. No complaint was pending as at the end of the financial year.

To build awareness in this area, the Company has been conducting awareness sessions during induction of new
employees and also periodically for permanent employees, third-party employees and contract workmen through
online modules and webinars.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management
Discussion & Analysis Report forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 has been provided in Annexure-D (I) which forms part of this Report.

b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 have been provided in Annexure-D(II) which forms part of this Report.

ACKNOWLEDGEMENTS

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders,
customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support
rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central
and State electricity regulatory authorities, communities in the neighborhood of our operations, municipal authorities
and local authorities in areas where we are operational in India; as also partners, governments and stakeholders in
international geographies where the Company operates, for all the support rendered during the year.

Finally, we appreciate and value the contributions made by all our employees and their families for making the
Company what it is.

For and on behalf of the Board
Pankaj Jain

Date: 30th July, 2025 Managing Director

Place: Gurugram DIN: 00206564

---

Mar 31, 2024

The Directors of Haryana Leather Chemicals Ltd. are pleased to present the 39th Annual Report and Audited Statement of the Company''s accounts for the year ended on 31st March, 2024.

FINANCIAL RESULTS:

A summary of the financial results for the year 2023-24 is given below:

	2023-24 (Rs. in Lakh)	2022-23 (Rs. in Lakh)
Sales Turnover (Net of Taxes)	4442.19	4247.89
Gross Profit	653.68	333.90
Deductions:
Depreciation	86.65	77.68
Interest	2.54	2.85
Profit before tax	564.49	253.37
Less: Provision for Income Tax for the year	82.99	61.35
Add: Provision for Income Tax written back		0
Less: Previous year''s adjustment	5.52	0
Less/(Add): Deferred tax liabilities	14.16	5.92
Profit after tax and available for appropriation	461.82	186.10
Less: Provision for dividend	0	0
Less: Provision for dividend tax	0	0
Less: Transfer to general reserve	0	0
Profit Carried to Balance Sheet	461.82	186.10

OPERATIONS:

During the year, there is an increase in sales turnover which stands at Rs.4442.19 lakhs against Rs. 4247.89 lakhs of the previous year. The year profit is Rs.461.82 lakhs out of Rs. 461.82 lakhs profit on sale of assets is Rs. 215.68 lakhs. The company is able to post better operating profit than last year due to increase in sales, tight costing and favorable market conditions.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company.

DIVIDEND:

The Company has been able to register the good profit for the last years. The Company expresses its gratitude''s to all shareholders for supporting the Company in these difficult periods. This year Board of Directors is glad to recommend 10% dividend to the shareholders for the year 2023-24.

If approved by the Shareholders at the ensuing Annual General Meeting, the above equity dividend will be paid to those shareholders whose names shall appear in the Register of Members as on the Book Closure date. The total equity dividend outgo for the financial year 2023-24 will absorb a sum of Rs. 49,08,470/-. Further, the Board of your Company has decided to transfer amount to the General Reserves for the year under review.

DIRECTORS:

The composition of the Board of Directors of the Company is furnished in the Corporate Governance Report annexed to this report. Pursuant to the provisions of the Articles of Association of the Company, the Directors- Dr. K.S.V. Menon (DIN: 00920088), Dr. Massimo Medini (DIN: 00926147), Mr. Pradeep Behl (DIN: 00703855), Mr. Marco Medini (DIN: 03709885) and Mr. Kanishk Gupta (DIN: 02243899) are the Directors who are Non-Executive and Independent and are not eligible to retire by rotation. Mr. Vijay Kumar Garg (DIN:

00236460) is the Non-Independent Director on the Board. However, Mr. N.K. Jain (DIN: 00486730) is liable to be retire by rotation at the forthcoming Annual General Meeting of the Company to be held on 28th September, 2024 and thus being eligible offers himself for reappointment.

Mr. Pankaj Jain (DIN: 00206564) is the Managing Director cum Chairman of the Company and Mr. N.K. Jain (DIN: 00486730) is the Director cum Vice Chairman of the Company and Mrs. Sippy Jain (DIN: 03189151) is the Director in the Company. Mr. Sukanto Choudhury is CFO of the Company.

Dr. K.S.V. Menon (DIN: 00920088) was expired on 05.04.2024.

Mr. Chinar Goel (DIN: 07610985) has been appointed as the Additional Independent NonExecutive Directors in the Company in the Board meeting held on 09.08.2024, Mrs. Ritu Atri (DIN:09596000) and Mr. Pradeep Kumar Verma (DIN:10749814) have been appointed as the Additional Independent Non-Executive Directors in the Company in the Board meeting held on 28.08.2024

STATUTORY AUDITORS:

The members had at the 37th AGM of the Company appointed S. C. Dewan & Co., Chartered Accountants, (Firm Registration No. 000934N) Panchkula as Statutory Auditors of the Company to hold the office from the close of the 37th AGM till the conclusion of the 42nd AGM, not subject to their appointment being ratified by the members in every AGM has been appointed for a further term of five years. The members of the Company approved deletion of the requirement of seeking ratification of appointment of Statutory Auditors at every AGM pursuant to amendment brought by the Companies Amendment Act, 2017.

The Auditors Report for FY 2023-24 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark. Auditor s report does not need any comments for the Directors.

REPORTING OF FRAUD BY AUDITORS:

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or the Board under Section 143( 12) of the Companies Act, 2013 and the rules made thereunder.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS:

The Company followed the guidelines as laid down in the IND-AS, prescribed by the Institute of Chartered Accountants of India, for the preparation of the financial statements.

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA:

The Institute of Company Secretaries of India has issued secretarial standards on board meetings & general meetings and also issued draft secretarial standards for payment of dividend, maintenance of register and records, minutes of meetings, transmission of shares and debentures, passing of resolution by circulation, if required

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

MEETING OF THE BOARD, COMMITTEES & COMPLIANCE TO SECRETARIAL STANDARDS:

The Board meets at regular intervals, with gap between two meetings not exceeding 120 days. During the year under review, the Board met Four times.

The Board has three Committees namely Audit Committee (AC), Nomination and Remuneration Committee (NRC) and Stake holders Relationship Committee (SRC). A detailed note on the composition of the Board and its Committees (AC, NRC and SRC) is provided in the Corporate Governance Report included in this Annual Report.

The minutes of the meetings are reviewed at every Board meeting.

During the year under the review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meeting of the Board of Directors) and Secretarial Standard 2 (relating to General meeting).

PROCEEDS FROM PUBLIC ISSUES, RIGHT ISSUES AND PREFERENTIAL ISSUES, AMONG OTHERS

The Company did not have any of the above issues during the year under review.

PARTICULARS OF EMPLOYEES u/s 134 (3) OF THE COMPANIES ACT, 2013

The information required pursuant to Section 134 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel (KMP) and Employees of the Company are proved as follows:

The Company did not employ any person drawing a remuneration of Rs. 8,50,000.00 or above for one month or part of the month or Rs. 1,02,00,000.00 or above for one year, whose particulars are required to be mentioned u/s 197 of the Companies Act, 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Neeraj Gupta & Associates, a firm of Company Secretaries in Practice (C.P. No. 4006) to undertake the Secretarial Audit of the Company for the financial year ended 202324. The report on the Secretarial Audit carried out for the year 2023-24 is annexed herewith as Annexure-B in the specified form MR-3.

CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE:

Pursuant to the Listing Regulations, a certificate has been received from M/s Neeraj Gupta & Associates, a firm of Company Secretaries in Practice (C.P. No. 4006), that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.

AUDIT REPORT FOR RECONCILIATION OF SHARE CAPITAL:

M/s Manoj Gupta & Associates, Company Secretaries, carried out a share capital audit to reconcile the total admitted equity share capital with the NSDL and the CDSL and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with the NSDL and the CDSL SUBSIDIARY & CONSOLIDATED FIANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31st March, 2024 as the Company doesn''t have any Subsidiary and Joint Ventures Companies.

COST AUDITOR''S COMPLIANCE:

The Central Government has directed that a cost audit of the Company should be conducted in the manner specified in MCA order 52/26/CAB-201 Dt. 24-01-2012, or any amendment thereof, by a Cost Accountant within the meaning of the Cost and Works Accountants Act, 1959 as amended thereof.

However, as per Companies (cost record and audit) Rules, 2014 notified by Ministry of Corporate Affairs, cost audit is not applicable to the Company by virtue of its turnover being less than the prescribed limits. Therefore, the Board did not proceed with the appointment of cost auditor and cost audit for the year 2023-24.

The Company is properly maintaining its cost record internally.

CORPORATE SOCIAL RESPONSIBILITY:

With the enactment of the Companies Act, 2013, India has become the forerunner to mandate spend on Corporate Social Responsibility (CSR) activities through a statutory provision.

The new CSR provisions put format and greater responsibility on Companies in India to set out clear framework and processes to ensure strict compliance. However, what the Companies Act does is bring more Companies into the fold and increase the total CSR spend.

Section 135 (1) of Company act 2013 mandates the CSR expenditure/CSR Applicability only for the Companies into the fold and increase the total CSR spend.

Section 135 (1) of Company Act 2013 mandates the CSR expenditure/CSR Applicability only for the Companies having following:

a) Net worth of Rs. 500 crore.

b) Turnover of Rs. 1000 crore.

c) or net profit of Rs. 5.00 crore where net profit excludes income from overseas branch & divided distribution by Company on which section apply.

As the Company, Haryana Leather Chemicals Limited doesn''t fall under any of the categories as mentioned above, the Company was not required to constitute any CSR policy or to make any expenditure towards CSR funds.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There is no such material changes and commitments that effects the financial position of the Company between the end of the F.Y. 2023-24 and the date of the report.

There was no one time settlement entered into with the Banks or Financial Institutions.

WOMAN DIRECTOR

In terms of section 149 of the Act 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors, Rules, 2014 and SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to have a woman Director on its Board. Mrs. Sippy Jain is already appointed as the Woman Director of the Company.

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORK PLACE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresser) Act, 2013 [14 of 2013]

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is distributing dividend to its shareholders since 2006 on recommendation of the shareholders of the Company. And pursuant to the provisions of sections 124 and 135 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, for the unclaimed dividend for the year 2015-16 amounting to Rs. 3,91,347.00 the Board has taken necessary steps to transfer the unpaid/unclaimed dividend of Equity Shareholders for the year 2015-16 to the Investor Education and Protection fund (IEPF) of the Central Government established under section 124 and 125 of the Companies Act, 2013.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A and recent amendments to SEBI (LODR) Regulations, 2015 and on the basis of market capitalization your Company has formulated a “Dividend Distribution Policy”. The said policy is available on the website of the Company at www.leatherchem.com

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the Board of Directors of the Company, to ensure that there is an appropriate mix of abilities, qualifications, experience and diversity to serve the interest of all shareholders and the Company.

During the year, in accordance with the requirements under Section 178 of the Companies Act 2013 and relevant clause of Listing Agreement, the NRC formulated a Nomination and Remuneration Policy to govern the terms of nomination/appointment and remuneration of

i) Directors,

ii) Key Managerial Personnel (KMPs) and

iii) Senior Management Personnel (SMPs) of the Company

iv) The NRC also reviews succession planning of both SMPs and Board. The Company''s approach in recent years is to have a greater component of performance linked remuneration for SMSPs. The process of appointing a Director/KMPs/SMPs is, that when a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board/Company, and the balance of skills added to that of which the existing members hold.

The NRC will review the profile of persons and the most suitable person is either recommended for appointment by the Board or is recommended to shareholders for their election. The NRC has discretion of decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

NRC will ensure that any person(s) who is/are appointed or continues in the employment of the company as its Executive Chairman, Managing Director, whole-time Director shall company with the conditions as laid out under schedule v to the Act 2013.

NRC will ensure that any appointment of a person as an independent Director of the company will be made in accordance will the provisions of section 149 read with Schedule V of the Act 2013 along with any other applicable provisions and SEBI (listing Obligations and Disclosure Requirements) Regulations. 2015

VIGIL MECHANISM / WHISTLE BLOWER PROLICY

While every employee''s contract of employment stipulates that he/she will not disclose confidential information about the employer''s affairs in order to bring about accountability and transparency there should be a mechanism to enable employees to voice their concerns where

they discover information which they believe shows serious malpractice impropriety abuse or wrong doing within the organization. Which they believe shows serious assisted to raise concerns without any fear of victimization subsequent discrimination or disadvantage if the employee has acted in good faith it does not matter if one is mistaken and the company shall ensure protection from any harassment or victimization of/against the disclosing the disclosing employee

The company has adopted a whistle blower policy which applies to all permanent employees of the company including those who are on probation and comes in to effect from April 1, 2014 to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior accrual or suspected fraud or violation of the company''s code of conduct or ethics policy the policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the chairman of the Audit committee. It is affirmed that no personnel of the company has been denied access to the Audit committee.

1. Policy and procedure for disclosure. Enquiry and disciplinary action

1.1 Concerns which may be raised

A whole variety of issues could fall under malpractice impropriety abuse and wrong doing some of which are listed below

• Breach of any policy or Manual or cord adopted by the company

• Fraud and corruption (e.g. Receiving bribes).

• Health and safety risks. Including risks to the public as well as other employees e.g. faulty electrical equipment).

• Any sort of financial malpractice

• Abuse of power (e.g. Bullying/harassment)

• Any unlawful act. Including failure to comply with legal or statutory obligation for and on behalf of the company

• Any other unethical or improper conduct.

1.2 concerns-how to raise/whom to disclose

The concern should be disclosed through letter. E-mail telephone fax or any other method to any of the following persons who shall comprise the corporate compliance committee headed by the managing director & Chairman reporting directly to the Audit Committee of the Board.

The Corporate Compliance Committee comprises the Managing Director & Chairman the Executive Director & company secretary the CEO and the HR.

All relevant information regarding the concern should be disclosed not later than 1 year from the date on which the employee came to know of the concern up on receipt of the disclosure the member of the compliance committee receiving the same shell furnish a copy to the Managing director& chairman who shall decide which member shall be responsible for the investigation.

1.3 procedure for investigation

Obtain full details and clarifications of the complaint.

Consider the involvement of the company s Auditors of any other external investigation agency or person. Fully investigate into the allegation with the assistance where appropriate of other individuals/bodies. Prepare a detailed written report and submit the same to the Compliance Committee not later than 30 days from the date of disclosure of the concern Based on the findings in the written report and after conduct of such further investigation as it may deem fit, the Compliance Committee shall take a decision in the matter not later than 30 days from the date of the written report. If the complaint is shown to be justified then they shall invoke disciplinary or other appropriate action against the defaulting employee. A copy of all decisions of the Compliance Committee shall be placed before the Audit Committee at the meeting held immediately after such final decision

The employee making the disclosure as well as all other persons involved in the investigation and the members of the Compliance Committee shall not make public the Concern disclosed except with the prior written permission of the Audit Committee, except where the employee is called up on to disclose this by any judicial process.

FIXED DEPOSIT

The Company has not accepted/renewed any fixed deposits during the period under review.

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. A separate statement on Corporate Governance together with a certificate on the compliance of conditions of corporate governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been obtained from the Statutory Auditors of the Company and the same has been given below as Annexure.

DIRECTOR''S RESPONSIBILITY STATEMENT AS PER SECTION 134 (8) OF THE COMPANIES ACT, 2013:

The Board of Director''s acknowledges the responsibility for ensuring compliances with the provisions of section 134 (5) of the Companies Act, 2013 in the preparation of Annual Accounts for the financial year ended on 31st March, 2024.

The Board of Directors of the Company confirms that

a. During the preparing of the annual accounts, the applicable accounting standards have been material departure has taken place.

b. The Selected accounting policies were applied consistently and the Director''s made judgments and estimates that are reasonable and prudent so as to give an accurate view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date.

c Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities.

d. Annual accounts have been prepared on an ongoing concern basis.

e. The Directors have devised proper systems to ensure compliance with the provision following applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has neither given any loans or guarantees nor made any investment during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.

The particulars of loans, guarantees and investment have been disclosed in the notes of the Financial Statements for the year ended 31st March, 2024 and form a part of this Annual Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Related Parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOS, COURTS AND TRIBULAS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There have been no significant and material orders passed by the regulations or courts or tribunals impacting the going concern status and company''s operations in future.

There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF NON-COMPLIANCE ETC.

The company has not received any notice from BSE or other authority for non-compliance. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year under review, such controls were retested by the Auditors and no reportable material weakness was observed.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed here with in the Annual Report.

COMPANY''S WEBSITE

The website of your Company, www.leatherchem.com has been designed to present the Company''s business up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director''s & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI LODR Regulations, 2015 (erstwhile Listing Agreement) has been uploaded.

QUALITY CONTROL

Leather Industry - worldwide is undergoing a huge transformation. The focus of leather chemical quality is now intermeshed with environmental concerns, sustainability and safety during process and use of leather product by the end user. The most important quality guidelines and regulatory measures are now controlled by the agency ZDHC (Zero Discharge of Hazardous Substance).

The ZDHC Wastewater Guidelines set a single, globally unified expectation across the textile, leather and footwear industry for industrial wastewater and sludge. The ZDHC Manufacturing Restricted Substances List (ZDHC MRSL) is a list of chemical substances banned for the processing of leather and footwear industry. The ZDHC MRSL goes beyond the traditional approaches and addresses consumer safety as well. The MRSL approach also helps protect workers, local communities, and the environment from the possible impacts of harmful chemicals.

The company has ensured strict compliance with ZDHC norms, undertaken product testing internally and through international labs for registration and qualifications at different levels. As on the date of publishing this report, the ZDHC audit has been conducted by InterTech. In our endeavor to comply with the ZDHC requirement, the company has successfully achieved Level 1 version 3.1 for most of our fast-moving products. The list keeps growing continuously with further steps taken for compliance with Level 2 & 3 as well. The company looks forward to another year of growth and development within ZDHC and greater investment in that direction to achieve our long-term objective.

The company continues to align its “GREEN TREK” safety and environmental ethos with ZDHC and REACH guidelines. So far, no incidence of detection of any restricted substances has been

reported. Overall product quality, consistency, application, quality, shelf-life stability remains highly satisfactory.

EXPORT OPERATIONS:

The company has been able to achieve export growth of around 15% as compared to FY 2223: thanks to persistent effort, follow-up and application support by export team. The company has successfully retained its customer base in Russia, Uzbekistan, Turkey, China, Kenya, Bangladesh and Vietnam. Inspite of a very aggressive pricing from European competitors, who are facing a squeeze due to Russia sanctions, the company has been able to win orders consistently from old customers.

The openings made in Latin America in previous years have been consolidated further, but due to disturbances in global container trade due to the Red Sea shipping crises, there is a sudden increase in shipping costs. This is causing some unforeseen disruptions.

The company has still not been able to regain China business to pre covid levels. But the travel restrictions to China have been eased off: company has revived the customer contacts by sending export teams to Shanghai and Hong Kong leather fairs. The company is positive that export targets for China can be realized.

TECHNOLOGY DEVELOPMENT:

For the year 23-24, the company undertook the following technology development projects to address new market trends and diversify in non-leather product portfolio.

High Performance Pigment Dispersions: The Company completed the development of high-performance pigment dispersions. The series is branded as NANOLUX and 19 products have been launched - while focusing on widening the range of black and white shades that constitutes 80% of the market size. The performance of these products has been extensively benchmarked, with top European brands on tinting strength, particle size, coverage, high temperature resistance and rheological properties using most advanced analytical techniques. Some unique products like Inorganic Black and high solid Ultra White, aimed for automotive upholstery, are being produced for the first time in India and will be import substitutes.

Acrylic Processing Aids and Impact Modifier for PVC: This project has been one of the most intensive and challenging R & D projects ever undertaken by the company. The company has successfully updated its previous range of PVC products. The PARACRYL series products have now been replaced with the most advanced product range and rebranded to be AKRELON. The new series has been thoroughly tested in a new in-house PVC application lab supported with Torque Rheometer, Impact tester, “Time to Stick” analyses and spectrometry. A new particle size analyzer - MALVERN ZETASIZER has been installed to evaluate Nano level polymer core- shell structure during Acrylic Liquid production.

The AKRELON series product testing was conducted over an extensive 8-month period during with external application experts from around the world were brought to validate our findings. The results were also verified with external labs to ensure they compete with the top European and Japanese brands.

The evaluation data is being presented to some leading customers in window profiles, PVC pipes and fittings who have shown very encouraging interest in the AKRELON series.

PERSONNEL & INDUSTRIAL RELATION:

The company''s employees have demonstrated continued commitment towards revenue growth, product development and expansion of our B2B network of sales.

A thorough personnel review revealed some rising stars, who were duly promoted to support the business priorities. In addition, a rigorous HR hiring process was involved to hire additional staff needed to support AKRELON products - focusing on building sales and technical expertise as well as customer support.

Similar to prior years, there is no incidence of any unresolved Employee Relations issue across all teams, and a clear, well-defined routine exists to continue collaboration across senior management, department heads, full-time workers and casual labor.

ENVIRONMENT & POLLUTION CONTROL MEASURES:

The company''s sustainability goals relating to wastewater recovery, reduction in ground water usage, cleaner fuel and improved energy efficiency will continue to remain at the core of environment and pollution control measures and will outperform the statutory regulations.

Water conservation and wastewater recovery goals during FY 23-24 have been fully met with. The company has been able reduce dependency on internal ground water resource and has switched 80% requirement from external sources. The wastewater treatment has been modified to use the treated ETP water up to 50% in some of the water intensive products. The RO waste stream is also 100% utilized for personal hygiene and for makeup water in hydrant system. All these steps are reinforcing the “Zero Discharge'' paradigm that the company has been practicing.

The company further expanded its LPG infrastructure to adopt clean fuel for one of the heavy-duty burners. During the year, the company switched to LPG for the thermic fluid heater burner of PVC spray dryer yielding nearly 90% reductions HSD. The use of HSD is now reduced to stand - by generators and material handling equipment. The company invited proposals for rooftop solar energy generation and these proposals are currently under evaluation.

ACKNOWLEDGEMENT:

The Directors extend their most sincere thanks to all employees for their continued commitment and sincerity in supporting various new ideas towards business growth, safety and sustainability. The company''s suppliers, dealers, service providers, and technical consultants have continued their wholehearted support and the Directors deeply appreciate their role. The Directors extend their most sincere thanks to the esteemed shareholders for their continued confidence in the Company''s management.

For and on behalf of the Board of Directors of Haryana Leather Chemicals Limited

Place: Gurugram NARENDRA KUMAR JAIN PANKAJ JAIN

Dated: 28th August, 2024 Chairman Managing Director-cum-

Vice Chairman

(DIN: 00486730) (DIN: 00206564)

---

Mar 31, 2014

Dear Members,

The Directors of Haryana Leather Chemicals Ltd. are pleased to present the 29th Annual Report and Audited Statement of the Company''s accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS

A summary of the financial results for the year 2013-2014 is given below:

2013-14 2012- 13 (Rs. in Lacs) (Rs. in Lacs)

Sales Turnover (Net of Excise) 4479.39 3967.14

Gross Profit 467.86 398.49

Deductions

Depreciation 78.49 75.2

Interest 12.85 20.42

Profit before tax 376.52 302.87

Less: Provision for Income Tax for the year 93.48 92.00

Less: Provision for Fringe Benefit Tax (FBT) - -

Less: Provision for taxation / FBT earlier year 1.59 28.11

Add: Provision for Income Tax written back - -

Less: Previous year''s adjustment - -

Less/(Add): Deferred tax liability 9.71 4.29

Profit after tax and available for appropriation 271.74 178.36

Less: Provision for dividend 34.36 29.45

Less: Provision for dividend tax 5.84 5.01

Less: Transfer to general reserve 34.73 21.58

Profit carried to balance sheet 196.81 122.32

OPERATIONS

During the year the Company has achieved a sales turnover of Rs. 4479 lacs against Rs. 3967 lacs for the previous year. The net profit for the year is Rs. 272 lacs against Rs.178 lacs for the previous year. The exports are at Rs.1632 lacs compared to the previous year''s exports of Rs. 1673 lacs.

The Company has recorded approximately 12% growth in sales in comparison to previous year and 50% increase in profit carried to Balance Sheet.

DIRECTORS

Pursuant to the provisions of the Articles of Association of the Company, the Directors - Mr. Pradeep Behl, Dot. Massimo Medini, Lt. Gen. (Retd.) H.C. Dutta retire by rotation at the forthcoming Annual General Meeting to be held on 20th September, 2014 and being eligible they offer themselves for re-appointment.

STATUTORY AUDITORS

The statutory auditors of the Company M/s S. C. DEWAN & Co., Chartered Accountants, Panchkula are retiring at the forthcoming Annual General Meeting and they are eligible for re-appointment, offers themselves for the same. Their appointment, if made, will be in accordance with section 224 (1-B) of the Companies Act, 1956 (hereinafter referred to the "Act").

Auditor''s report does not need any comments from the directors.

PARTICULARS OF EMPLOYEES u/s 217(2) (A)

The Company did not employ any person drawing a remuneration of Rs. 5,00,000.00 or above for one month or part of the month or Rs. 60,00,000.00 or above for one year, whose particulars are required to be mentioned u/s 217(2)(A) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

As the paid up share capital of the Company is more than Rs. 10,00,000/- and below Rs. 5,00,00,000/- so a certificate from the Company Secretary in practice is attached with the report as per the requirements of section 383A of the Companies Act, 1956 who has conducted audit of the books and other documents of the Company and has given the certificate.

COST AUDITOR''S COMPLIANCE CERTIFICATE

As the Central Government has by an order directed that an audit of cost accounts of the Company should be conducted in the manner specified in MCA order 52/26/CAB -2010 Dt. 24-01-2012, by an auditor who shall be a Cost Accountant within the meaning of the Cost and Works Accountants Act, 1959, so a certificate from the Cost Auditor in practice is taken as per the requirements of section 209( 1 )(d) of the Companies Act, 1956 who has conducted audit of the books and other documents of the Company and has given the certificate.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

As the Company is distributing dividend to its shareholders since 2006 on recommendation of the shareholders of the Company. The Board also authorised to take all the necessary steps to transfer the unpaid / unclaimed dividend of Equity Shareholders for the year 2006-2007 to the Investor Education and Protection Fund (IEPF) of the Central Government established under sub section (1) of section 205C of the Companies Act, 1956 on the date as per the provisions of the relevant section of the Act.

FIXED DEPOSIT

The Company has not accepted / renewed any fixed deposits during the period under review.

CORPORATE GOVERNANCE

A certificate on the compliance of conditions of corporate governance has been obtained from the Statutory Auditors of the Company and the same has been given below as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Board of Directors of the Company confirms that:

a. during the preparing of the annual accounts, the applicable accounting standards have been followed and no material departure has taken place;

b. the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give an accurate view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. annual accounts have been prepared on an ongoing concern basis.

QUALITY CONTROL

The Company''s quality control system has gained further strength with focus on Restricted Substances List (RSL) of REACFI (Registration, Evaluation and Authorization of Chemicals). New RSL inclusions of 2013 have been successfully addressed by the Company. The Company has expanded its in-house chromatography platform by "state of the art" instruments, and key inputs are screened for suspected RSL.

Quality incidences reported by customers were deeply investigated and corrections in product specifications and processes have been implemented to avoid any recurrence. The Company has also undertaken restructuring of its quality policy and new document system that will comply with the requirements of ISO 9001 : 2008 and ISO 14000 : 2004 is being put in place.

EXPORT OPERATIONS

In spite of recessionary trends in China, a key export market, the Company has been able to maintain its export operations -though growth targets could not be realized. The Company has identified thrust areas in Latin American markets and hopes for an early breakthrough in this distant market. The Company explored the possibility of setting up a representative office in the US to serve Latin American markets, but found that it will be more economical to operate through agents and dealers at this early stage. The efforts undertaken for entering Indonesian market have also yielded encouraging results and Company will consolidate its efforts further in this market.

TECHNOLOGY DEVELOPMENT

Since the last two years, the Company has been aggressively pursuing technology development of Di-Sulphone Syntan, Acrylic Impact and Flow Modifiers for use in PVC. A vital component of this project was a new generation spray dryer - a part of which has been imported. During the year the entire plant, its sequence of operation was tested and fuel consumption validated by producing full scale batches. The results from the plant in terms of yield and heat efficiency are satisfactory and the plant has been put to successful commercial production.

During the year the Company also tested several new technologies on bulk storage, fluid handling, pneumatic pumping and batching of key inputs with a view to improve plant efficiency and reduce batch process times. This activity was essential in view of emerging trends in transportation methods of chemicals in bulk tankers. The initial results of the new techniques are very satisfactory. In the coming few months this concept will be replicated to handle more products to improve operational convenience and faster batch cycle.

DIVIDEND

Considering the current growth and profitability, the Directors are pleased to recommend the dividend @ 7%.

PERSONNEL & INDUSTRIAL RELATION

The Company continues to maintain cordial relations across all levels of workforce. The key managerial staff has also maintained cordial relationship with their subordinates. The Company''s efforts to involve shop floor supervisors and workers in generating new technical ideas have caused improved efficiency and safety. A new software for online sanction of leaves is being tested. The Company has maintained the yearly increments and bonus system to ensure motivation at all levels.

ENVIRONMENT & POLLUTION CONTROL MEASURES

The Company has complied with all the required State Pollution Control Regulations and its Amendments from time to time. The waste water discharge has been further reduced and has almost reached a quantity where the Company can aspire to achieve a "zero discharge" status. The vacuum distillation process and equipment for recovery of water from waste water was evaluated and was found enviable for small volume. It was considered that instead of water recovery, the wash water should be minimized and reused in subsequent batches. This system of reuse of wash water has been implemented in few products and more are likely to be covered under this concept.

The Company has also initiated expansion of water testing lab to test key parameters like COD, BOD, TSS and TDS. The data generated through this exercise will enable further improvement from each effluent stream for stricter control in discharge of wash water.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to Company''s suppliers for enabling stricter quality controls; domestic and international dealers for their zealous approach for increased market share; representatives, service providers, financial institutions and technical consultants for their continued support.

The Directors deeply appreciate the involvement of all the employees in achieving the sales growth and for putting their best efforts towards meeting various challenges during the year.

For and on behalf of the Board of Directors of Haryana Leather Chemicals Limited

Place : New Delhi N.K. JAIN PANKAJ JAIN Date : 14th May, 2014 Chairman Managing Director-cum-Vice Chairman

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Mar 31, 2013

Dear Shareholders,

The directors of Haryana Leather Chemicals Ltd. are pleased to present the 28th Annual Report and Audited

Statement of the company''s accounts for the year ended on 31st March, 2013,

FINANCIAL RESULTS

A summary of the financial results for the year 2012-2013 is given below:

2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Sales Turnover (Net of Excise) 3967.14 3219.97

Gross Profit 398.49 294.59

Deductions

Depreciation 75.20 74.62

Interest 20.42 17.21

Profit before Tax 302.87 202.76

Less: Provision for Income Tax for the year 92.00 47.15

Less: Provision for Fringe Benefit Tax for the Year

Less: Provision for Taxation /FBT earlier year 28.11 1.43

Add: Provision for Income Tax written back - 18.45

Less: Previous year Adjustment

Profit after Tax and available for Appropriation 178.36 169.92

Less: Provision for Dividend 29.45 29.45

Less: Provision for Dividend Tax 5.01 5.01

Less: Transfer to General Reserve 21.58 20.32

Profit carried to Balance Sheet 122.32 115.14

OPERATIONS

During the year the company has achieved a sales turnover of Rs. 3,967 lacs against Rs. 3,220 lacs for the previous year. The net profit for the year is Rs. 178 lacs against Rs. 169.92 lacs for the previous year. The exports are at Rs. 1,673 lacs compared to the previous year''s exports of Rs. 1,092 lacs. The company has recorded 53% growth in sales in export market as compared to last year.

DIRECTORS

Pursuant to the provisions of the Articles of Association of the Company, the directors - Mr. Pradeep Behl, Dot. Massimo Medini, Lt. Gen. (Retd.) H.C. Dutta retire by rotation at the forthcoming Annual General Meeting to be held on 7th August, 2013 and being eligible they offer themselves for re-appointment.

STATUTORY AUDITORS

The statutory Auditors of the company M/s. S. C. DEWAN & Co., Chartered Accountants, Panchkula are retiring at the forth coming Annual General Meeting and they are eligible for re-appointment offers themselves for the same. Their appointment, if made, will be in accordance with section 224 (1-B) of the Companies Act, 1956 (hereinafter referred to the "Act"). Auditor''s report does not need any comments from the directors.

PARTICULARS OF EMPLOYEES u/s 217(2) (A)

The company did not employ any person drawing a remuneration of Rs. 5,00,000/- or above for one month or part of the month or Rs. 60,00,000/- or above for one year, whose particulars are required to mention u/s 217(2)(A) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

As the paid up share capital of the company is more than Rs. 10,00,000/- and below Rs. 5,00,00,000/- so a certificate from the Company Secretary in practice is attached with the report as per the requirements of section 383A of the Companies Act. 1956 who has conducted audit of the books and other documents of the company and given the certificate.

TRANSFER OF FUNDS TO INVL t, ,, 1.0. ION FUND;

As the Company is distributing dividend to its shareholders since 2006 on recommendation of the shareholders of the Company. The Board also authorised to take all the necessary steps to transfer the unpaid / unclaimed Dividend of Equity Shareholders for the year 2005-2006 to the Investor Education and Protection Fund (IEPF) of the Central Government established under sub-section (1) of section 205C of the Companies Act, 1956 on the date as per the provisions of the relevant section of the Act.

FIXED DEPOSIT

The company has not accepted / renewed any fixed deposits during the period under review.

CORPORATE GOVERNANCE

A certificate on the compliance of conditions of corporate governance has been obtained from the Statutory Auditors of the company and the same has been given below as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Board of Directors of the company confirms that:

i. during the preparing of the annual accounts, the applicable accounting standards have been followed and no material departure has taken place;

ii. the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give an accurate view of the state of affairs of the company as at 31st March, 2013 and of the profit of the company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. annual accounts have been prepared on an ongoing concern basis.

QUALITY CONTROL

The focus of company''s quality control has been to comply to REACH legislation (Registration, Evaluation and Authorization of Chemicals) of ECHA (European Chemical Agency) and to update changes in restricted substance list (RSL). Though most vendors have started certifying materials but regular validation from outside testing labs like SGS and INTERTEK has been carried out throughout the year. The company has also outlined an expansion plan of quality control lab to include more chromatography equipment to cover the expanding list of restricted substances.

All the quality incidences reported by customers in domestic and export market were promptly attended and resolved to their full satisfaction. The company continues to comply with the quality policy and the quality objectives outlined in the ISO 9001-2000 and ISO 14001 internal system and ISO certification are under renewal.

EXPORT OPERATIONS

Company''s efforts to increase exports have yielded significant results in most of the areas. The overall increase of sales revenue can be attributed mainly to an export growth of nearly 53% with revival of some key markets. Introduction of some high value products to markets in Poland and China also resulted in increased exports. Company also invited important dealers from Indonesia and Ethiopia for training and orientation on company''s new line of products targeted for these markets.

Company has also initiated alliances with competitors to initiate exports in those markets where the company could not find appropriate agents. Such alliances, especially in Latin America, can be extremely viable and beneficial for export growth. The company is also exploring possibility of setting up a representative office in the US to serve Latin American markets.

TECHNOLOGY DEVELOPMENT

The first phase of TDB funded project for commercialization of Polyurethane Dispersions has been successfully completed and the company has decided not to scale up to second phase in immediate future. Considering the revised phasing plan, the company has revised the financial outiay and has pre-paid the TDB loan of Rs. 125 lacs in monthly installment. As per the deed of settlement the monthly repayments covering the principle amount of TDB and the applicable interest started in Oct. 2012 and have concluded in June 2013. The scale up, if required in future, is proposed to be funded from internal accruals.

Plant erection work for the new spray dryer required for technology development of new generation of Di-Sulphone syntans, Acrylic impact and flow modifiers for PVC is in full swing and final stages. Upto March 2013, most of the equipment was in place - except the heater unit The stress testing of structure, dry air run are planned between July - August 2013. The entire commissioning and testing is projected to be completed before Sept. 2013.

DIVIDEND

Considering the current growth and profitability, the directors are pleased to recommend continuation of dividend of 6%.

PERSONNEL & INDUSTRIAL RELATION

Industrial relation remained cordial across all segments of skilled and unskilled workforce.

The company has been able to maintain cordial relations across all levels of workforce. The attrition rate of skilled workforce has been negligible. The feedback to employees through the annual appraisal system has instilled a sense of deeper responsibility amongst the mid-level managers and they are being further trained to take bigger operational responsibilities. The company has maintained the yearly increments and bonus system to ensure motivation at all levels.

ENVIRONMENT & POLLUTION CONTROL MEASURES

The company has been able to satisfactorily meet various statutory regulations of state pollution control board. The periodic sampling of air and water carried out by inspecting agency has validated that company has strictly adhered to the waste discharge norms. Inspite of increased production, the waste water discharge has not increased due to tighter control of wash cycles. The company continues to deliver all solid waste to Gujarat Enviro Protection & Infrastructure (Haryana) Pvt. Ltd. (GEIPL) common treatment facility for disposal.

The company is also actively considering various new technologies for waste water recovery. Preliminary discussions with some German Companies have revealed that using vacuum distillation process the waste water can be recovered using minimum energy. A techno - commercial evaluation of this technology is currently under progress.

ACKNOWLEDGEMENT

The Directors would like to extend their deep regards and sincere thanks to company''s suppliers, domestic and international dealers, representatives, service providers, financial institutions and technical consultants for their continued support.

The directors also acknowledge and appreciate the commitment of all the employees who are putting their best efforts towards company''s goals and objectives.

For and on behalf of the Board of Directors of

Haryana Leather Chemicals Limited

Place : GURGAON N.K. JAIN PANKAJ JAIN

Date : 5th July, 2013 Chairman Managing Director-cum-Vice Chairman

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Mar 31, 2012

The directors of Haryana Leather Chemicals Ltd. are pleased to present the 27th Annual Report and Audited Statement of the company’s accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

A summary of the financial results for the year 2011-2012 is given below:

2011 - 12 2010 - 11 (Rs. in Lacs) (Rs. in Lacs)

Sales Turnover (Net of Excise) 3219.97 3462.54

Gross Profit 294.59 390.56

Deductions Depreciation 74.62 72.29

Interest 17.21 15.45

Profit before Tax 202.76 302.82

Less: Provision for I ncome Tax for the year 47.15 82.93

Less: Provision for Fringe Benefit Tax for the Year - -

; Less: Provision for Taxation/FBT earlier year 1.43 12.43

Add: Provision for Income Tax written back 18.45 -

Less: Previous year Adjustment - -

: Less/(Add): Deferred Tax Liability 2.71 21.93

Profit after Tax and available for Appropriation 169.92 185.53

Less: Provision for Dividend 29.45 29.45

Less: Provision for Dividend Tax 5.01 5.01

Less: Transfer to General Reserve 20.32 22.66

Profit carried to Balance Sheet 115.14 128.41

OPERATIONS

During the year the company has achieved a sales turnover of Rs. 3220 lacs against Rs. 3462 lacs for the previous year. The net profit for the year is 169.92 lacs against Rs. 185.53 lacs for the previous year. The exports are at Rs.1092 lacs compared to the previous year's exports of Rs.1420 lacs.

The company has recorded higher sales in domestic market but has not been able to maintain its growth momentum in export market in comparison to last year. A significant drop in exports, coupled with higher input costs have caused lower overall profit.

DIRECTORS

Pursuant to the provisions of the Articles of Association of the company, the directors - Mr. N.K. Jain, Mr. V.K. Garg and Mr. K.S.V. Menon retire by rotation at the forthcoming Annual General Meeting to be held on 25th September, 2012 and being eligible they offer themselves for re-appointment.

CORPORATE GOVERNANCE

A certificate on the compliance of conditions of corporate governance has been obtained from the Statutory Auditors of the company and the same has been given below as Annexure.

DIRECTORS’ RESPONSIBILITY STATEMENT AS PER SECTION 217!2AA) OF THE COMPANIES ACT, 1956.

The Board of Directors of the company confirms that:

i. during the preparing of the annual accounts, the applicable accounting standards have been followed and no material departure has taken place;

ii. the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give an accurate view of the state of affairs of the company as at March 31, 2012 and of the profit of the company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. annual accounts have been prepared on an ongoing concern basis.

FIXED DEPOSIT

The company has not accepted / renewed any fixed deposits during the period under review.

QUALITY CONTROL

The company has derived significant benefits from SAP ERP QC module for tracking down quality complaints for incoming and outgoing materials. Most vendors have started certifying materials for REACH (Registration, Evaluation and Authorization of Chemicals) compliances. There are negligible incidences of quality problems from the customers after standardization of QC procedures implemented at the new laboratories under centralized control. A deeper focus on REACH compliances about banned substances is in force - especially for export markets. Key material substitution to conform to REACH updates have been standardized and implemented in production. The company is strictly complying with the quality policy and the quality objectives outlined in the ISO 9001-2000 and ISO 14001 internal system.

EXPORT OPERATIONS

Company’s export operations suffered a brief set back due to poor economic conditions in Europe which has direct effect on retail spending on leather goods. A significant drop in exports to Turkey - the European hub for leather production - has been the key cause for lower export revenue. The company is in advanced stages of negotiation with customers from Turkey on developing low cost formulations to regain the lost ground.

Company’s efforts for revival of customers in Bangladesh who had stopped buying due to price increase have yielded encouraging results. Orders from Chinese customers are stable and are likely to grow due to expansion in product and customer base.

TECHNOLOGY DEVELOPMENT

The technology development and commercialization of the indigenously developed Polyurethane Dispersions have been limited to first phase due to slower response and weak market conditions for high -end products. The outlay of the project partially funded by TDB (Technology Development Board) of Govt, of India has been trimmed for speedier implementation and better operational control.

The technology development and market response for the new range of products targeted for PVC market is very promising. Fabrication of new pressure nozzle-type spray dryer equipment is progressing well and likely to be completed by March 2013 after a slight delay in import of key components and the installation.

The commercialization of ‘Polymeric Fatliquors’, whose technology was developed under assistance from DSIR (Department of Scientific & Industrial Research), has been deferred for some time due to financial constraints and will be taken up only after repayment of TDB assistance.

DIVIDEND

Inspite of lower profits and reduced cash flow, the directors have recommended continuation of dividend of 6%. PERSONNEL & INDUSTRIAL RELATION

The company continues to deploy HR practices in-line with current industry trends. Performance monitoring, closer interaction of senior management with operating staff and early redressal of minor grievances remain the backbone of personal and industrial relations. The yearly bonus system has also motivated key executives to participate in growth- related ideas. New ideas on team working and collaborative interactions are being discussed across the board for more inclusive approach towards personnel management.

Industrial relation remained cordial across all segments of skilled and unskilled workforce.

ENVIRONMENT & POLLUTION CONTROL MEASURES

Waste water minimization and treatability studies conducted under guidance of M/S Expertise limited UK have yielded significant benefits. The treatment cycle time, energy consumed in treatment and output parameters have been reviewed periodically and updated. All the statutory regulations of state pollution control board and the renewal of required permissions are being monitored at the highest level of management at plant site. Inline with the directives of state pollution control board, the company is delivering all solid waste to Gujarat Enviro Protection & Infrastructure (Haryana) Pvt. Ltd. (GEIPL) common treatment facility for disposal.

ACKNOWLEDGEMENT

The Directors express their gratitude and sincere thanks to their various business partners, suppliers, domestic & international dealers, financial institutions and technical consultants, for their continued contribution towards the company’s growth.

The directors also appreciate the motivation and commitment of all the employees who are working hard towards company’s goals and objectives.

For and on behalf of the Board of Directors of Haryana Leather Chemicals Limited

Place : New Delhi N.K. JAIN PANKAJ JAIN

Date : 25th day of August, 2012 Chairman Managing Director -cum-Vic Chairman

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Mar 31, 2010

The directors are pleased to present the TWENTY FIFTH Annual Report and Audited statement of accounts of the company for the year ended on 31st March, 2010.

FINANCIAL RESULTS

A summary of financial results for the year 2009-2010 is given below :

(Rs. in Lacs) (Rs. in Lacs) 2009-2010 2008-2009

Sales Turnover (Net of Excise) 3236.07 2298.86

Gross Profit 437.98 248.40 Deductions

Depreciation 66.50 65.79

Interest 7.14 4.36

Profit before Tax 364.34 178.25

Less: Provision for Income Tax for the year 75.00 39.85

Less: Provision for Fringe Benefit Tax for the Year 0.00 4.00

Less: Provision for Taxation/FBT Earlier year 0.00 0.80

Add: Provision for Income Tax written back 13.57 3.25

Less: Previous year Adjustment 0.00 0.00

Less/(Add): Deferred Tax (0.92) (5.37)

Profit after Tax and available for Appropriation 303.83 142.22

Less: Provision for Dividend 29.45 29.45

Less: Provision for Dividend Tax 5.01 5.01

Less: Transfer to General Reserve 40.40 16.16

Profit carried to Balance Sheet 228.97 91.60

OPERATIONS

During the year the company has achieved a sales turn over of Rs.3236 lacs against Rs.2299 lacs for the previous year and net profit for the year is Rs.303.83 lacs against Rs.142.22 lacs for the previous year. During the year companys exports are Rs.1260 lacs compared to the previous years exports of Rs.848 lacs.

The company has been able to achieve higher sales in comparison to last year. The company has also recorded higher profits due to increase in sales and introduction of effective cost control measures.

DIRECTORS

During the year pursuant to the provisions of the Articles of Association of the company Mr. N.K. Jain, Dot. Mesimo Medini and Retd.Lt.Gen.H.C. Dutta, Directors retire by rotation at the forthcoming Annual-General Meeting to be held on 17.09.2010 and being eligible they offer themselves for re-appointment.

CORPORATE GOVERNANCE

A certificate on the compliance of conditions of corporate Governance has been obtained from the Statutory Auditors of the company and the same is given as Annexure.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Board of Directors of the company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure; ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the profit of the company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. that annual accounts have been prepared on a going concern basis.

FIXED DEPOSIT

The company has not accepted / renewed any fixed deposits during the period under review.

QUALITY CONTROL

The company continues with its present quality system of ISO 9001-2000. The company is strictly complying with the quality policy and the quality objectives outlined in the system. The company has also installed the document and control system on the environment management system defined under ISO 14001. The external audit is due in next few months. The company is also planning to merge the document system of quality and environment as per new ISO standards.

EXPORT OPERATIONS

Companys export operations continue to be focus of growth, yielding a robust growth of 40% in leather chemical exports. The EOU unit has maintained its customer and product base - even in those countries which were hit by economic recession. With new enquiries from African and CIS countries, the international business potential will require even more attention from top management. The export of non leather products is yet to give any significant result and a new product line up is under development to harness the potential.

TECHNOLOGY DEVELOPMENT

The research project on Polymeric Fatliquors sponsored by DSIR (Department of Scientific & Industrial Research) has been completed to the satisfaction of sponsoring authority. The company hopes to launch the products by middle of 2011. The company completed the project with a total cost of Rs.182 lacs as against the projected cost of Rs.227 lacs.

The company has successfully completed the trial production of PVC Acrylic Processing Aids (APA) and Acrylic Impact Modifiers (AIM). The seed marketing results have been very encouraging. The company is considering setting up a new production facility for which the technical feasibility has been completed. A new spray drying system is being considered to ease off the production constraints and also to address the environmental concerns during production.

DIVIDEND

Considering a stable cash flow situation, adequate profits and accruals during the year, your Directors are glad to recommend a dividend of 6%.

PERSONNEL & INDUSTRIAL RELATION

After the introduction of the new Performance Appraisal System - introduced last year - there has been a significant improvement in motivation and responsibility levels across all staff, managers and executives. The new talent pool of key executives was able to handle some challenging tasks and will continue to be more focused on product development, technical services, safety and environmental issues. Industrial relation remained cordial across all segment of skilled and unskilled workforce.

ENVIRONMENT & POLLUTION CONTROL MEASURES

The companys efforts on waste water minimization have yielded huge reduction of effluent water. The water treatment system has consistently met with all the statutory requirements. The company has started to use Gujarat Enviro Protection & Infrastructure (Haryana) Pvt. Ltd (GEIPL) common treatment facility for disposal of solid waste - as per the directives of state pollution control board.

ACKNOWLEDGEMENT

The Directors express their gratitude and sincere thanks to their various business partners, suppliers, domestic & international dealers and financial institutions, who have contributed in the companys growth. The directors appreciate the diligence, dedication and commitment of all those employees, who have worked hard towards companys growth.

For and on behalf of the Board of Directors of Haryana Leather Chemicals Limited

Place : New Delhi N.K. JAIN PANKAJ JAIN

Date : 10th day of August, 2010 Chairman Managing Director-cum- Vice Chairman