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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Hindustan Appliances Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Companyâs 41^st Annual Report and Companyâs Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The Companyâs financial performance for the year ended March 31, 2025 is summarized below:

Financial Results:			(Rupees in Lakhs)
Particulars	2024-2025		2023-2024
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	62.37	62.37	55.14	55.14
Less: Expenses
Project Expenses	--	14.30	--	24.87
Change in inventories of finished goods, stock in trade and work in progress		(14.30)		(24.87)
- Employee benefits Expenses	34.04	34.04	30.07	30.07
- Other Expenses	11.39	11.85	11.39	11.85
Total Expenses	47.09	47.71	41.46	41.92
Profit/ (Loss) before Tax	15.28	14.66	13.68	13.21
Tax Expenses
- Current Tax	-	-	-	-
Net Profit after Tax carried Forward	15.28	14.66	13.68	13.21

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

On Standalone basis, the Company has earned Net Profit of Rs. 15.28 Lakhs for the year ended 31^st March, 2025 against profit of Rs. 13.68 Lakhs in the previous year.

On Consolidated basis, the Company has earned Net Profit of Rs. 14.66 Lakhs for the year ended 31^st March, 2025 against profit of Rs. 13.21 Lakhs in the previous year.

3. DIVIDEND

Your Directors do not recommend any dividend and no amount is transferred to Reserves for the financial year 2024-25.

4. MATERIAL CHANGES AFFE CTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the company between end of the financial year and date of this report. There has been no change in the nature of business of the company.

5. DEPOSITS

During the year, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (âActâ) and the Companies (Acceptance of Deposits) Rules, 2014.

6. SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to the âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively have been duly followed by the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its subsidiaries, prepared in accordance with the Companies Act, 2013, the Listing Regulations and applicable IndianAccounting Standards along with all relevant documents and the Auditors Report thereon, formpart of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies will be available on our website www.hindustan-appliances.in. These documents will also be available for inspection during business hours at the Registered Office of the Company. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the company and all its subsidiaries, which form part of the Annual Report. Further a statement containing salient features of the financial statements of the Companyâs subsidiaries is given in Form No. AOC-1 is given in this Report.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two subsidiaries as on March 31, 2025. During the year, the Board of Directors reviewed the affairs of subsidiaries. We have, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Integrated Report.

The Report on the performance and financial position of each subsidiary and salient features of the Financial Statements in the prescribed Form AOC-1 is annexed to this report in âAnnexure Iâ.

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended March 31, 2025 is annexed herewith and marked as Annexure to this report in âAnnexure IIâ.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the requirement to constitute a Corporate Social Responsibility Committee and undertake CSR activities is not applicable to the Company for the financial year 2024-25, as the Company does not meet prescribed thresholds under the Act.

12. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as

aforesaid. As on March 31, 2025, 71.54 % of the share capital stands dematerialized.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance in âAnnexure IIIâ

14. DIRECTORâS RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and madejudgments 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 March 31, 2025 and of the loss of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating; and

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

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Year 2024-25, were in ordinary course of business and at armâs length basis and in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations and the Companyâs Policy on Related Party Transactions and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required.

There are no related party transactions that may have potential conflict with the interest of the Company at large. The attention of the Members is drawn to the notes to the

Financial Statement setting out the related party transactions disclosures for Financial Year 2024- 2025.

16. RISK MANAGEMENT

The Risk Management Policy has been framed, implemented and monitored. Major risk identified by the businesses and functions are systematically monitored through mitigating actions on continuing basis.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness inthe design or operation was observed.

18. PREVENTION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays Down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

All Directors on the Board and the designated employees have confirmed compliance with the Code.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Kanan Hemang Shah (DIN: 03327700), who was proposed for reappointment at the ensuing Annual General Meeting, has tendered her resignation with effect from 12^thMay, 2025 and the resignation letter was received by the Company via registered post on 30^th May, 2025. Accordingly, the Board recorded that Mrs. Kanan Hemang Shah ceased to be a Director of the Company with effect from 12th May, 2025.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association, Mr. Sanjay Amratlal Desai was proposed to retire by rotation and he being eligible offers himself for re-appointment at the ensuing 41^st Annual General Meeting of the Company. The Board of Directors on the recommendation of the Nomination & Remuneration Committee has recommended his re-appointment.

In accordance with the provisions of the Companies Act, 2013, and the Companyâs Articles of Association, Mr. Kalpesh Rameshchandra Shah was re-appointed as a Managing Director of the Company for a further term of five years w.e.f. 01^st October, 2024 to 01^st October, 2029.

Mr. Ravindra Kanji Myatra, Non-Executive & Independent Director, whose two terms of 5 years each expired on conclusion of the 40^th Annual General Meeting held on 30^thSeptember, 2024 ceased to be the Director of the Company in terms of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Mr. Sunil Hirji Shah, Non-Executive & Independent Director, whose two terms of 5 years each expired on conclusion of the 40^th Annual General Meeting held on 30^thSeptember, 2024, ceased to be the Director of the Company in terms of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Mr. Hitesh Popatlal Sangoi (DIN: 00507189), was appointed as an Non Executive, Independent Director, not be liable to retire by rotation for his first term for period of five consecutive years with effect from 40^th Annual General Meeting held on 30^thSeptember, 2024 up to the conclusion of the 45^th Annual General Meeting to be held for the financial year ended 31^st March, 2029.

Mr. Girish Manilal Boradia (DIN: 00476124), was appointed as an Non Executive, Independent Director, not be liable to retire by rotation for his first term for period of five consecutive years with effect from 40^th Annual General Meeting held on 30^thSeptember, 2024 up to the conclusion of the 45^th Annual General Meeting to be held for the financial year ended 31^st March, 2029.

Mr. Ganesh Vijay Shiraskar (DIN: 10330144), was appointed as an Non Executive, Independent Director, not be liable to retire by rotation for his first term for period of five consecutive years with effect from 40^th Annual General Meeting held on 30^thSeptember, 2024 up to the conclusion of the 45^th Annual General Meeting to be held for the financial year ended 31^st March, 2029.

Mr. Kalpesh Rameshchandra Shah, Managing Director, Mr. Sanjay Amratlal Desai, Chief Financial Officer and Ms. Niyati Sengar, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Declaration by Independent Directors:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

None of the Directors are disqualified for appointment/ reappointment under Section 164 of the Companies Act, 2013.

Evaluation of Board''s Performance:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers 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.

Your Company has established well defined familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. 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 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. Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors / Board / Committees was carried out.

In a separate meeting of Independent Directorâs, performance of non-independent directors, performance of the board as a whole and performance of the chairman was

evaluated, taking into account the view of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board excluding the independent directors being evaluated.

20. AUDITORS AND AUDITORSâ REPORT Statutory Auditors

In accordance with provisions of Companies Act, 2013 the members at the 38^th Annual General Meeting held on September 30, 2022 had approved appointment of M/s. A D V & Associates (Firm Registration No - 128045W) for five (5) years, till the conclusion of the 43^rd Annual General Meeting to be held in the year 2027, As per the provisions of Section 139 of the Act, they have not disqualified from continuing as Auditors of the company.

The Auditors of the company have not reported any instance of fraud committed against the company by its officers or employees under Section 143(12) of the Companies Act, 2013. The Auditorsâ Report for FY 2024-25 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204(1) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014, M/s D. Kothari & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company in the upcoming 41st Annual General Meeting to be held on 30th June, 2025, for the period of Five consecutive years commencing from Financial Year 202526 till Financial Year 2029-30 at a remuneration as may be decided by the Board from time to time.â

The Secretarial Audit report for the financial year ended on March 31, 2025 received from M/s D. Kothari & Associates is annexed herewith and marked as âAnnexure IVâ to this report.

They have made above comment which includes our response to them.

1. The Company is non-compliant for Non-submission of the Annual Report within the period prescribed under the Regulation 34 of SEBI (LODR)Regulations, 2015

Our response to the above comment is that the same was due to oversight and it was rectified on immediate basis.

Cost Auditor:

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 relating to Appointment of Cost Auditors is not applicable to Company.

21. MEETINGS OF THE BOARD AND THEIR COMMITTEES(a) Meetings of the Board:

Four meetings of the Board of Directors were held during the year on the following dates i.e. 30^th May, 2024, 13^th August, 2024, 13^th November, 2024 and 10^th February, 2025.

(b) Committees of the Board:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee of Directors

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

22. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the Annual Report 2024-25 Directors'' Report candidates.

23. VIGIL MECHANISM:

The Company has a robust Vigil Mechanism Policy of the Company, which also includes Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism is supervised by an Ethics and Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle-blower through an email, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The full details of loans given, investments made, guarantees given have been provided in the notes to the financial statement for the year ended March 31, 2025. The Company has not provided any security during the year.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Statement on conservation of Energy, technology absorption foreign exchange earnings and out go is given in the âAnnexure Vâ to this report.

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the year ended March 31, 2025 prepared in compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link: https://www.hindustan-appliances.in/ .

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The total number of permanent employees as on March 31, 2025 was 4. The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure âVIâ.

The shares of the Company are not ordinarily traded on BSE.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulators, courts, tribunals impactingthe going concern status and Companyâs operations in future.

29. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

30. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ) are duly noted by the Company. However, as the number of employees is below the prescribed threshold, the requirement to constitute an Internal Complaints Committee (ICC) is currently not applicable.

Nevertheless, the Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse.

Your Directors state that during the year under review, no complaints were filed pursuant to the POSH Act.

31. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as the provisions were not applicable to the company or there were no transactions on these items during the year under review: -

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- The Company does not have any scheme of provision of money for the purchase of its own shares by the employees or by trustees for the benefit of employees.

- The Company does not have any subsidiaries, hence, the question of receiving remuneration or commission by the Managing Directors or Whole Time Directors of the Company from subsidiary does not arise.

- The details of the top ten employees and employees who were drawing remuneration in excess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013.

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

-The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable and not required by the Company.

- No application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

- There were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

32. ACKNOWLEDGEMENT

The Board of Directors would like to express the sincere appreciation for the assistance and cooperation received from banks, government authorities and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

Mar 31, 2024

The Board of Directors is pleased to present the Companyâs 40^th Annual Report and Companyâs Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Companyâs financial performance for the year ended March 31, 2024 is summarized below:

Financial Results: (Rupees in Lakhs)
Particulars	2023-2024		2022-2023
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	55.14	55.14	34.45	34.45
Less: Expenses
Project Expenses	--	24.87	--	21.84
Change in inventories of finished goods, stock in trade and work in progress		(24.87)		(21.84)
- Employee benefits Expenses	30.07	30.07	27.78	27.78
- Other Expenses	11.39	11.85	11.31	11.66
Total Expenses	41.46	41.92	39.10	39.44
Profit/ (Loss) before Tax	13.68	13.21	(4.65)	(4.99)
Tax Expenses
- Current Tax	-	-	-	-
Net Profit after Tax carried Forward	13.68	13.21	(4.65)	(4.99)

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

On Standalone basis, the Company has earned Net Profit of Rs. 13.68 Lakhs for the year ended 31st March, 2024 against loss of Rs. 4.65 Lakhs in the previous year.

On Consolidated basis, the Company has earned Net Profit of Rs. 13.21 Lakhs for the year ended 31st March, 2024 against loss of Rs. 4.99 Lakhs in the previous year.

3. DIVIDEND

Your Directors do not recommend any dividend and no amount is transferred to Reserves for the financial year 2023-24.

4. MATERIAL CHANGES AFFECTING THE COMPANY

5. DEPOSITS

6. SECRETARIAL STANDARDS

7. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its subsidiaries, prepared in accordance with the Companies Act, 2013, the Listing Regulations and applicable Indian Accounting Standards along with all relevant documents and the Auditors Report thereon, formpart of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies will be available on our website www.hindustan-appliances.in . These documents will also be available for inspection during business hours at the Registered Office of the Company. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the company and all its subsidiaries, which form part of the Annual Report. Further a statement containing salient features of the financial statements of the Companyâs subsidiaries is given in Form No. AOC-1 is given in this Report.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two subsidiaries as on March 31, 2024. During the year, the Board of Directors reviewed the affairs of subsidiaries. We have, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all itssubsidiaries, which form part of the Integrated Report.

The Report on the performance and financial position of each subsidiary and salient features of the Financial Statements in the prescribed Form AOC-1 is annexed to this report in âAnnexure Iâ.

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

10. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure to this report in âAnnexure IIâ.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act, 2013 are not applicable to the Company.

12. DEMATERIALISATION OF SHARES

13. CORPORATE GOVERNANCE

14. DIRECTORâS RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating; and

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

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Year 2023- 2024, were in ordinary course of business and at armâs length basis and in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations and the Companyâs Policy on Related Party Transactions and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required.

There are no related party transactions that may have potential conflict with the interest of the Company at large. The attention of the Members is drawn to the notes to the Financial Statement setting out the related party transactions disclosures for Financial Year 2023- 2024.

16. RISK MANAGEMENT

17. INTERNAL FINANCIAL CONTROLS

18. PREVENTION OF INSIDER TRADING

All Directors on the Board and the designated employees have confirmed compliance with the Code.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association, Mr. Sanjay Amratlal Desai retires by rotation and being eligible offers himself for re-appointment at the ensuing 40^th Annual General Meeting of the Company. The Board of Directors on the recommendation of the Nomination & Remuneration Committee has recommended his re-appointment.

In accordance with the provisions of the Companies Act, 2013, and the Companyâs Articles of Association, Mr. Kalpesh Rameshchandra Shah is re-appointed as a Managing Director of the Company for a further term of five years w.e.f. 01/10/2024 to 01/10/2029. The brief profile of the Mr. Kalpesh Rameshchandra Shah and other related information has been detailed in the Notice convening the ensuing 40^th Annual General Meeting. Your Directors recommends his re-appointment as Executive Director of your Company for the consideration of the Members of the Company at the forthcoming Annual General Meeting.

Mr. Ravindra Kanji Myatra, Non-Executive & Independent Director, whose two terms of 5 years each will be expiring on conclusion of the ensuing 40th Annual General Meeting to be held for the financial year ended 31st March, 2024, ceases to be the Director of the Company in terms of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Board places its appreciation on records for the services rendered by him during his tenure.

Mr. Sunil Hirji Shah, Non-Executive & Independent Director, whose two terms of 5 years each will be expiring on conclusion of the ensuing 40^th Annual General Meeting to be held for the financial year ended 31^st March, 2024, ceases to be the Director of the Company in terms of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Board places its appreciation on records for the services rendered by him during his tenure.

The Company has received declaration from Mr. Hitesh Popatlal Sangoi (DIN: 00507189), confirming that he meets the criteria of independence prescribed under the act and the listing regulations and subject to approval of members of the company, Mr. Hitesh Popatlal Sangoi (DIN: 00507189), is proposed to be appointed as an Non Executive, Independent Director, not be liable to retire by rotation for his first term for period of five consecutive years with effect from this ensuing 40^th Annual General Meeting held for the financial year ended 31^st March, 2024 up to the conclusion of the 45^th Annual General Meeting to be held for the financial year ended 31^st March, 2029.

The Company has received declaration from Mr. Girish Manilal Boradia (DIN: 00476124), confirming that he meets the criteria of independence prescribed under the act and the listing regulations and subject to approval of members of the company, Mr. Girish Manilal Boradia (DIN: 00476124), is proposed to be appointed as an Non Executive, Independent Director, not be liable to retire by rotation for his first term for period of five consecutive years with effect from this ensuing 40^th Annual General Meeting held for the financial year ended 31^st March, 2024 up to the conclusion of the 45^th Annual General Meeting to be held for the financial year ended 31^st March, 2029.

The Company has received declaration from Mr. Ganesh Vijay Shiraskar (DIN: 10330144), confirming that he meets the criteria of independence prescribed under the act and the listing regulations and subject to approval of members of the company, Mr. Ganesh Vijay Shiraskar (DIN: 10330144), is proposed to be appointed as an Non Executive, Independent Director, not be liable to retire by rotation for his first term for period of five consecutive years with effect from this ensuing 40^th Annual General Meeting held for the financial year ended 31^st March, 2024 up to the conclusion of the 45^th Annual General Meeting to be held for the financial year ended 31^st March, 2029.

Non-Independent Directors are Mr. Sanjay Amratlal Desai and Mrs. Kanan Hemang Shah

Mr. Sanjay Amratlal Desai continues to be the Chief Financial Officer of the Company.

Declaration by Independent Directors:

None of the Directors are disqualified for appointment/ reappointment under Section 164 of the Companies Act, 2013.

Evaluation of Board''s Performance:

In a separate meeting of Independent Directorâs, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the view of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board excluding the independent directors being evaluated.

20. AUDITORS AND AUDITORSâ REPORT Statutory Auditors

In accordance with provisions of Companies Act, 2013 the members at the 38^th Annual General Meeting held on September 30, 2022 had approved appointment of M/s. A D V & Associates (Firm Registration No - 128045W) for five (5) years, till the conclusion of the 43 Annual General Meeting to be held in the year 2027, As per the provisions of Section 139 of the Act, they have not disqualified from continuing as Auditors of the company.

The Auditors of the company have not reported any instance of fraud committed against the company by its officers or employees under Section 143(12) of the Companies Act, 2013. The Auditorsâ Report for FY 2023-24 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. D. Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year ended 2023-24.

The Secretarial Audit report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended March 31, 2024 has been annexed to this Board Report as âAnnexure IVâ and forms part of this Annual Report.

They have made above comment which includes our response to them.

i. The Company is non-Compliant for dematerialization of Promoters shareholding under Regulation 31(2) of SEBI (LODR)Regulations, 2015

Our response to the above comment is that we will shortly comply with the above requirement.

Cost Auditor:

Appointment of cost auditors is not applicable to company.

21. MEETINGS OF THE BOARD AND THEIR COMMITTEES(a) Meetings of the Board:

Four meetings of the Board of Directors were held during the year on the following dates i.e. May 30, 2023, August 9, 2023, November 9, 2023 and February 9, 2024.

(b) Committees of the Board:

â¢ Audit Committee of Directors

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

22. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to

remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

23. VIGIL MECHANISM:

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIESPROVIDED:

The full details of loans given, investments made, guarantees given have been provided in the notes to the financial statement for the year ended March 31, 2024. The Company has not provided any security during the year.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Statement on conservation of Energy, technology absorption foreign exchange earnings andout go is given in the âAnnexure Vâ to this report.

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the year ended March 31, 2024 prepared in compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link: https://www.hindustan-appliances.in/ .

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The total number of permanent employees as on March 31, 2024 was 4. The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure âVIâ.

The shares of the Company are not ordinarily traded on BSE.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulators, courts, tribunals impactingthe going concern status and Companyâs operations in future.

29. REPORTING OF FRAUDS:

30. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. All employees are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant Hindustan Appliances Limited Annual Report 2023 - 24 to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

31. GENERAL:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- The Company does not have any scheme of provision of money for the purchase of its own shares by the employees or by trustees for the benefit of employees.

- The details of the top ten employees and employees who were drawing remuneration

in excess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013.

- Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable and not required by the Company.

- No application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

32. ACKNOWLEDGEMENT

The Board of Directors would like to express the sincere appreciation for the assistance and cooperation received from banks, government authorities and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for thecommitted services by the Companyâs executives, staff and workers.

Mar 31, 2023

The Board of Directorsis pleased to presentthe Companyâs 39^th annual report and Companyâs Audited FinancialStatements fcthe financialyear ended MarclBj 202 3

1. FINANCIAL RESULTS

The Companyâs financial performancefor the year ended March 3, 2C2 3 is summarized below:

FinancialResult s : (Rupees in Lakhs)

Particulars	2022-2023		2021-2022
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	34.45	34.45	30.01	30.01
Less: Expenses
Project Expense s	--	21.84	--	27.77
Change in inventories of finishedgoods, stock in trade and work in progress		(2184 )		(27.77)
- Employee benefits Expenses	27.78	27.78	30.54	30.54
- Other Expense s	11 .31	a .66	34.38	34.69
Total Expenses	39.D	39.44	64.92	65.23
Profit/ (Los sjefore Tax	(4.65)	(4.99)	(34.91)	(35.22)
T ax Expenses
- CurrenT ax	-	-	( 0.P)	( 0.P)
Net Profit after Tax carried Forward	(4.65)	(4.99)	(34.72)	(35.03)

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

The total income haincreasedto Rs.34.45 Lakhs from R3.0.01 Lakhs in the previous year on standalone and consolidated basis.

The Profit/ (Lossfter finance cost and depreciation has decreased tc(4Rs. ) Lakhs foithe year endedMarch31, 2C2 3 compared to previous yeaP rofit/ (Lossf Rs.(3491) Lakhs on standalone basis and Profit/ (Loss) after cenanost and depreciation has decreased t o Rs. (4.99) Lakhs for the year ended March31, 2C2 3 compared to previous year Profit/ (Loss) of Rs. (35.22) Lakhs on consolidated basis .

3. DIVIDEND

In view of the loss incurred, tBerectors, unable to recommend any dividend on the equity shares for the Financial Year ended March 3,2023.

4. TRANSFER TO RESERVES

In view of the loss incurred for the Financial Year ended Mlardh 3, no amount is proposed to be transferred) anyreserves .

5. MATERIAL CHANGES AFFECTING THE COMPANY

6. DEPOSITS

During the year, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (âActâ) and the Companies (Acceptance of Deposits)

Rules, 201.

7. SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards- 1 andSSS-2 relating to the âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively have been duly followed by the Company .

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement sof the Company, its subsidiaries , prepared in accordance with the Companies Act, 20B, the Listing Regulations and applicable Indian Accounting Standards along with all relevant documents and the Auditors Report tharmon, f part of this AnnuaReport .

In accordance with the provisions of Section B6 of the Companies Act, 20B and the amendments thereto, the audited Financial Statements, including the consolidated financial statements and related information of the Company financial statements of the subsidiary companies will be available on our websitwww.hindustan-appliances.in . These documents will also be available for inspection during business hours at the Regd, Office of the Company. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. Inaccordance with Section 29(3) of the Companies Act, 20B, the Company has prepared consolidated financiaitatements of the comparand all its subsidiaries, which form part of the Annual ReporF.urther a statement containing salient features of the financial statements of the Companyâs subsidiariesis given in ForrNo. AOC1 is given in this Report.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two subsidiaries as on March 3,3202During the year, the Board of Directors reviewed the affairs of subsidiaries. We have, in accordance with Section E9(3) of the Companies Act, 20B prepared conshdated financial statements of the Company and all its subsidiaries ,which formpart of theIntegrated Repor t.

The Report on the performance and financial position of each subsidiary and salient features of the Financial Statements in the prescribed FArOC-l is annexed to this report in âAnnexure Iâ.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant t Regulation 34 of the SEBI Listing Regulationtop one thousand listed entiti es based on market capitalization shall provide BusinRes ponsibility and Sustainability Report.

The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibilityand Sustainabilit Report is not applicable.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulati 34(2) read with the Schedule V of the SEBI Listing Regulation s, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended March31, 202 3 is annexed herewith and marked as Annexure to this report in âAnnexure IIâ.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 35 of the Companies Act, 203 are not applicable to the Company .

13. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e., National Securities Depository Limited (N SDL) and CentDdpository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 3} 2023, 65.99% of the sharaapital stands dematerialized.

14. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securifieschange Board of India (SEBI) .The Company has also implemented several best Corporate Governance practicesas prevalentglobally.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integratpart of this Report. The requisite certificat efrom the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governancin âAnnexure IIIâ

15. DIRECTORâS RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparationof the annual accounts for the year ended MarchBl, 202 3, the applicable account ing standar dshave been f ollowed;

b) they have selected such accounting policies and applied them consistentlyand made judgments and estimates that areasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at Mar ch2 3 and of the loss of the Company for the yearended on that date;

c) they have taken proper and sufficient care for the maintenance of adequaunting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventingnd detectingfraudand other irregularities;

d) they have preparedthe annual accounts on a going concern basis ;

e) they have laid down internal financial controls to be followed by the Company and that such internalfinancialcontrolsare adequateand are operatingand

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequatand operatingeffectively .

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Ye&r20H3, were in ordinar y course of business and at armâs length basis and in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations and the Companyâs Policy on Related Party Transactions and that the provisions of Section B8 of the Companies Act, 20B are not attractedThus disclosure in For tAOC-2 is not required.

There are no related party transactions that may have potential conflict with the interest of the Company at large. The attention of the Membersis drawn to the notes to the Financial Statement settingit the relatedpartytransaction siisclosures fotFinancialYear 2022 - 2023 .

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section B5 of the Companies Act, 20B are not applicable to the Company .

18. RISK MANAGEMENT

19. INTERNAL FINANCIAL CONTROLS

The Companyhas in place adequate internal financial controls with reference to the financial statements During the year such controls were tested and no reportablematerialweakness in the design or operation wasobserved.

20. PREVENTION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays Down the process for trading in securities of the Company by the Designated Person st onrcbgulate, monitor and report trading by the employees of the Company eithhis/herown behalf or on behalf of any other person, on the basis of Unpublished Price Sen5ntfvimation. The aforementioned amended Code, as amended, is available on the websoitfethe Company .

All Directors on the Board and the designated employees confirmed compliance with the Code .

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 52 of the Companies Act, 20B read wit h the Companies (Appointment and Qualification of Directors )Rules, 20)1 and the Articlesof Association of the Company, M rKanan Hemang Shahretires by rotation at temesuing Annual General M eeting .The N ominationand RemunerationCommitteehas recommended his reappointment .

Pursuant to the provisions Section 20B of the Act, Mr. Kalpesh RameshchandraSihah (DIN: 0029415), Managing Director, Mr. Sanjay Amratlal Desai, Chief Financial Office r and Ms. Niyati Sengar, Company Secretary &Compliaweee the Key Managerial Personne l of the Company for the FinanciYear 2022-23.

T he boar d compr ises of the following dir ector sof the company

The Independent Director sire M r RavindraKanji Myatra an

N on Independent Director sire Mr Sanjay Amr atlal Desaand Mrs K anan H emangShah.

Declaration by Independent Directors:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 49(6) of the Companies Act, 20)3 read with Regulation 6 of SEBI (Listing obligations and Dissloes Requirements), Regulations 20)5.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations. There has been no change in the circumstances affecting their status dependent Directors of the Company.

None of the Directors disqualifies for appointment/ reappointment under Section 64 of the Companies Act,203.

Evaluation of Boardâs Performance:

The Company has devised a Policy for performance evaluation oBohrd, Committees and other individual Director s (including Independent Directors )which include criteriafor performance evaluation of Noxecutive Directors and Executive Directors. The evaluation process inter alia considers attendance of Director sat Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy .

Your Company has established well defined familiarization, induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

The Board carried out an annual performance evaluatioiheoBoard, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Commit2ee was evaluated by the Board,based on reporton evaluation receivedfromrespectiveCommittees .

The reporton performance evaluation of the Individual Directorswas reviewed by the Chairman of the Board and feedback was given to Directors. Pursuant to the provisions of the Companies Act, 20)3 read with the Rules issued there under and the Listing Regulations (including any statutorymodification(s) or re-enactment(s )for the time being in force), the process for evaluation of the annual performance of the Directors / Board / Committees was carriedout.

In a separate meeting of Independent Directorâs, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the view of executive directors and non-executive directors . The same was discussed in the board meeting that followed the meeting of the independent directors at which the performance of the Board, its committees and individual directors was also dis cussed. Performance evaluation of independent directors was don et hey entire board excluding t he independent director ibeing evaluated.

22. AUDITORS AND AUDITORSâ REPORT Statutory Auditors

In accordance with provisions of Companies Act, 20B the members at thbAhnual General Meeting held on SeptembeBO, 2022 had approved appointment of M/s. A D V & Associates (Firm Registration N-o28045W) for 5 years, till the conclusion of thÂ£5^rd Annual General Meeting to be held in the year 2027, As per the provisions of Section B9 of the Act, they have not disqralified from continuing as Auditors of the company.

The Auditors of the company have not reported any instance of fraud committed against the company by its officers or employees under Section 43(2) of the Companies Act, 20B. The Auditorsâ Report for FY 2022-23 is unmodified i.e. it does not contain any qualification, reservation d adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. D. Kothari & Associates, Practicing Company Secretary to conduct theSecretariaAudit for the financial year ended 202-23.

The Secretarial Audit report given by the Secretarial Auditor in Form -Nos JpeR the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended March 3, 202 3 has been annexed to this Board Report hAnnexure IVâ and forms part of this AnnuaReport .

Theyhave made above comment whichincludes ourresponseto them.

1 The C ompany is non-C ompliant f or demat er ializat ionof Promoter ashar eholding .

Our responseto the above comment is that we will shortlycomply with the above requirement .

Cost Auditor:

Appointment of cost auditors is not applicable to company.

23. DELISTING OF COMPANYâS EQUITY SHARES

The Board of Directors of Company in their meeting held on Ap29l, 202( has proposed to proceed for voluntary delisting of equity shares of the Company.

This is with respect to Initial Public Announcement dated Thursday, September 02, 2021 by CapitalsquareAdvisors Private Limited on behalf of Acquirers for acquire all the equity shares of Company and thereafter to delist the listed Equity shares of the company in accordance with the SEBI Delisting Regulations from BSE Lim ited.

In view of the various laelg and other compliance related issue, the delisting offer dated Thursday, September 02, 2021 hereby stands withdrawn and the same has intimated to BSE Limited vide letter dated F ebruary 03, 2023.

24. MEETINGS OF THE BOARD AND THEIR COMMITTEES

(a) Meetings of the Board:

Four meetings of the Board of Directors were held during the year on the following dat es i.e. May 30, 2022, August 0, 2022, November 4, 2022 and February 0B, 2023 .

(b) Committees of the Board:

The Committees of the Board focus on certpacific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board functionaccording to theirrespective role and definedscope:

â¢ Audit Committeeof Director s

â¢ N ominationand RemunerationCommittee

â¢ StakeholdersRelationshipCommittee

Details of composition, terms of referenceand number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report .

25. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors ,Key Managerial Personnel and Senior Management of the Company.

The policy also provides the criteriafor determining qualifications, positive attributes and Independence of Director and criteria for appointmenK ef ManagerialPersonne l/ Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board Dfrectors whilemaking selection of the Annual Report 202 2-2B DirectorsReport candidates.

26. VIGIL MECHANISM:

The Company has a robust Vigil Mechanism Policy of the Company, which also includes Whistle Blower Policy in accordance with provisions of theaAitListing Regulations. T he Vigil Mechanism is supervised by an Ethics and Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whikiwer through an email, or dedicated telephone line or a lettert he Task Force or to the Chairman of the Audit Committee .

27. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIESPROVIDED:

The full details of loans given, investments made, guarantees given have been provided in the notes to thefinancial statement for the year endddirchBl, 202 3. The Company has not provided any securityduringthe year .

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Statement on conservation of Energy, technology absorption foreign exchange eaatmdngs out go is given iithe âAnnexure Vâ to this report .

29. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the year ended March 3, 2023 prepared in compliance with Section 92 of the Companies Act, 20B and related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link: https://www.hindustanappliances .in/.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The total number of permanent employee as on March 3, 2023 was 4 .The Company has not employed any individual whose remuneration falls within the purview of the limits pre scribed under the provisions of Section 97 of the Companies Act, 203, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204. The informationrequiredunder Section 97 of the Act readwith rule 5() of the Companies (Appointment and Remuneration^ Managerial PersonneRules,204 are in Annexure âVIâ.

The sharesof the Companyare notordinarilytraded on BSE.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significantand materialorder has been passed by the regulators courts ,tribunalsimpacting the going concern status anflCompanyâs operations in future .

32. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 43(2) of Act and Rules framed thereunde

33. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment , which is free of discrimination ,intimidation and abuse. All employees are covered under this policy. Your Directors state that during the year under review, ther e were no cases filed pursuant Hindustan Appliances Limited Annual Repor2 -2(23 to the Sexual Harassment oWomen atWorkplace (Prohibition!, reventionand Redressal) Act203.

34. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as the provisions were not applicable to the company or there were no cttrioansaon thes e items during the year unde review: -

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- The Company does not have any scheme of provns iof money for the purchaof its own shares by themployees or by trustees for the benefit of employees.

- The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54()(d) of the Act read with Rule 8(B) of the Companies (Share Capital and Debenture) Rules, 2014 is furnihh

-The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62()(b) of the Act read with Rule E(9) of the Companies (Share Capital and Debent8mh)s, 2014 is furnished.

- Maintenance of cost records as specified by the Central Government un-tectsalD () of section 48 of the Companies Act, 20B, is not applicable and not required by the Company.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL YEAR:

During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankrupt Code, 20B.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

During the year under review, there waoeinstance of oneime settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not aris e.

37. ACKNOWLEDGEMENT

The Board of Director swould like to express the sincere appreciation for the assistanceand cooperation received from banks, government authorities and members during the year under review.

The Board ofDirectorsalso wish to place on record it deep sense of appreciationfor the committed services bythe Companyâs executives, staff and workers

For and on behalf of the Board of Directors

Kalpesh Sanjay Amratlal Desai

Rameshchandra Shah Managing Director CFO/Director

DIN: 00294115 DIN: 00671414

Sunil Hirji Shah Director DIN: 02775683

Date: August 09, 2023 Place: Mumbai

Mar 31, 2013

To, The Members

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

(Rs.in Lacs) (Rs.in Lacs) Particulars Year ended Year ended

31.03.2013 31.3.2012

Income from operation 84.23 86.66

Total 84.23 86.66

Gross Profit/ loss Before Depreciation and Taxation 81.19 84.85

Add : Income Tax of earlier year 0.13 0.01

Deduct:-

Depreciation 0.00 0.00

Provision for taxation 25.20 26.30

Deferred tax liabilities 0.00

Net profit / Loss for the year 55.86 58.56

Balance brought forward 169.96 111.40

Balance carried forward 225.82 169.96

DIVIDEND:

In order to conserve the financial resources for future the directors do not recommend any dividend for the year under the report.

OPERATION:

The Company has earned a gross total Income of Rs 84.23 lacs for the year under review against the gross total income of Rs. 86.66 lacs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchange is given in the report as a separate statement.

CORPORATE GOVERNANCE

Necessary measures have been adopted to comply with the requirements of the listing agreement with stock exchange wherein the company''s shares are listed. A separate Section on corporate governance report forms part of this annual report.

A certificate from the auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

SUBSIDIARIES

Pursuant to the Provision of section 212 of the Companies Act ,1956 statement & other documents relating to the subsidiaries of the company are annexed to this report.

DIRECTORS.

Mr. Sunil Hirji Shah and Mr. Kalpesh R Shah , Directors retire by rotation retires by rotation and being eligible offer themselves for reappointment.

PARTICULARS OF EMPLOYEES :

The company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs.5,00,000/-or more per month and hence the question of providing information under section 217(2A) of the companies Act, 1956 does notarise.

PUBLIC DEPOSIT:

The Company has not accepted any deposit from public. Therefore provision of section 58(A) of Companies Act,1956 are not applicable to the Company. There are no unclaim or unpaid deposits for which information to be given in this report.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO.:

Particulars regarding conservation of energy, technology absorption as required pursuant to section 217 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings.: Rs. Nil Foreign exchange outgo. : Rs. Nil

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

1. that in the preparation of the annual accounts for year ended 31st March, 2013 the applicable accounting standards have been followed with no departures there from;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2013 and of the profit of the Company for that year;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

4. that the Directors have prepared the annual accounts for the year ended 31st,March ,2013 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 30st

May.13.

CONSOLITED FINANCIAL STATEMENTS:

The Audited Financial Statement for the year under review ended 31st, march 2013 is annexed to this report. The Report and standalone audited accounts of all subsidiary companies along with statement pursuant to section 212 of the companies Act,1956 containing full details of the performance also form part of this Annual Report. These statements have been prepared on the basis of audited financial statement received from the subsidiary Companies as approved by their respective Boards.

AUDITORS:

M/S. A. C. MODI & ASSOCIATES, Chartered Accountants, the present Auditors of the Company have furnished a certificate regarding their eligibility for re-appointment. You are requested to appoint auditors of the company and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD DIRECTORS

PLACE: MUMBAI, DATED:

Mar 31, 2012

The Directors have pleasure in presenting their Annual Report together with the Audited Account of the Company for the year ended 31st March 2012.

(Rs.in Lacs) (Rs.in Lacs) Particulars

Year ended Year ended 31.3.2012 31.3.2011

Income from operation 86.66 1.70

Total 86.66 1.70

Gross Profit/ loss Before Depreciation and Taxation 84.85 0.29

Add : Income Tax of earlier year 0.01 2.15

Deduct:-

Depreciation 0.00 0.00

Provision for taxation 26.30 0.10

Deferred tax liabilities 0.00 0.00

Net profit / Loss for the year 58.56 2.34

Balance brought forward 111.40 109.06

Balance carried forward 169.96 111.40

DIVIDEND:

In view of the loss the directors are unable to recommend any dividend for the year under the report.

OPERATION:

, : The Company has earned a gross total Income of Rs 86.66 lacs for the year under review against the gross total income of Rsl.70 lacs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchange is given in the report as a separate statement.

' CORPORATE GOVERNANCE

Necessary measures have been adopted to comply with the requirements of the listing agreement with stock exchange wherein the company's shares are listed. A separate Section 01 corporate governance report forms part of this annual report.

A certificate from the auditors of the company regarding compliance of the conditions o corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

SUBSIDIARIES

Pursuant to the Provision of section 212 of the Companies Act ,1956 statement & other documents relating to the subsidiaries of the company are annexed to this report.

DIRECTORS.

Mr. Mehul J. Shah and Mr. Ravindra K. Myatra , Directors retire by rotation retires by rotation and being eligible offer themselves for reappointment.

PARTICULARS OF EMPLOYEES :

The company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per: annum or Rs.5,00,000/-or more per month and hence the question of providing information under section 217(2A) of the companies Act, 1956 does not arise.

PUBLIC DEPOSIT:

The Company has not accepted any deposit from public. Therefore provision of section 58(A) o Companies Act,1956 are not applicable to the Company. There are no unclaimed or unpaid deposits for which information to be given in this report.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption as required pursuant t( section 217 (1) (e) of the Companies Act, 1956, as amended are-not given since the said section i: not applicable to the Company. '

Foreign exchange earnings.: Rs. Nil Foreign exchange outgo. : Rs. Nil

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

1. that in the preparation of the annual accounts for year ended 31st March, 2012 the applicable accounting standards have been followed with no departures there from;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 3lsi March, 2012 and of the loss of the Company for that year;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts for the year ended 31.3.2012 on ; going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 30th June 2012.

CONSOLITED FINANCIAL STATEMENTS:

The Audited Financial Statement for the year under review ended 31st, march 2012 is annexes to this report. The Report and standalone audited accounts of all subsidiary companies along with statement pursuant to section 212 of the companies Act,1956 containing full details of the performance also form part of this Annual Report. These statements have been prepared on tin basis of audited financial statement received from the subsidiary Companies as approved b} their respective Boards.

AUDITORS:

M/S. A. C. MODI & ASSOCIATES, Chartered Accountants, the present Auditors of the Company have furnished a certificate regarding their eligibility for re-appointment. You are requested tc appoint auditors of the company and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

DIRECTORS

PLACE: MUMBAI,

DATED:

Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

(Rs.in Lacs) (Rs.in Lacs}

Particulars Year ended Year ended 31.3.2010 31.3.2009

Income from operation 6.19 40.12

Total 6.19 40.12

Gross Profit/ loss Before Depreciation and Taxation (22.41) 39.10

Less : Income Tax of earlier year 0.00 (0.32)

Deduct:-

Depreciation O.00 0.00

Provision for taxation 1.55 12.10

Provision for Fringe Benefit Tax 0.00 0.00

Deferred tax liabilities 0.00 0.00

Net profit / Loss for the year (23.96) 27.32

Balance brought forward 133.02 10570

Balance carried forward 109.06 133.02

DIVIDEND:

In view of the loss the directors are unable to recommend any dividend for the year under the report.

OPERATION:

The Company has earned a gross total Income of Rs 6.19 lacs for the year under review against the gross total income of Rs.40.12 lacs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchange is given in the report as a separate statement.

CORPORATE GOVERNANCE

Necessary measures have been adopted to comply with the requirements of the listing agreement with stock exchange wherein the companys shares are listed. A separate Section on corporate governance report forms part of this annual report.

A certificate from the auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

SUBSIDIARIES

Pursuant to the Provision of section 212 of the Companies Act ,1956 statement & other documents relating to the subsidiaries of the company are annexed to this report.

DIRECTORS.

Mr. Sanjay A. Desai and Mr. Ravindra K Mayatra retire by rotation and being eligible offer themselves for re-appointment. Mr. Kantilal S. Maroo and Mr. Hitesh R Kariya resigned as directors of the Company .The Directors have placed on record the appreciation of services rendered by them during their association with the Company.

Mr. Sunil Hirji Shah. and Mr. Kalpesh R. Shah were appointed as additional directors of the Company by the board of directors and they hold the office until the date of the ensuing annual general meting. You are requested to appoint them as directors of the Company.

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 24,00,000/- or more per annum or Rs.2,00,000/-or more per month and hence the question of providing information under section 217(2A) of the companies Act, 1956 does not arise.

PUBLIC DEPOSIT:

The Company has not accepted any deposit from public. Therefore provision of section 58(A) of Companies Act,1956 are not applicable to the Company. There are no unclaim or unpaid deposits for which information to be given in this report.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY.TECHNOLOGY ABSORPTION AND. FOREIGN EXCHANGES EARNINGS AND OUTGO.:

Particulars regarding conservation of energy, technology absorption as required pursuant to section 217 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. : Rs. Nil

Foreign exchange outgo. : Rs. Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

1. that in the preparation of the annual accounts for year ended 31st March, 2010 the applicable accounting standards have been followed with no departures there from;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2010 and of the loss of the Company for that year;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts for the year ended 31.3.2010 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 2/9/2010

CONSOLITED FINANCIAL STATEMENTS:

The Audited Financial Statement for the year under review ended 31st, march 2010 is annexed to this report. The Report and standalone audited accounts of all subsidiary companies along with statement pursuant to section 212 of the companies Act,1956 containing full details of the performance also form part of this Annual Report. These statements have been prepared on the basis of audited financial statement received from the subsidiary Companies as approved by their respective Boards.

AUDITORS:

M/S. A.C.MODI & ASSOCIATES, Chartered Accountants, the present Auditors of the Company have furnished a certificate regarding their eligibility for re-appointment. You are requested to appoint auditors of the company and fix their remuneration.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. The instrument appointing proxy should be deposited at the Registered office of the Company not less than 48 hours before commencing of this meeting.

3. An Explanatory Statement as required under section 173 [2] of the companies Act ,1956 relating to Special Business to be transacted at the meeting is annexed hereto.

4. The register of members and transfer books of the Company will remain closed from 23rd September,2009 to 29th September 2010.

Explanatory Statement as required under section 173 (2) of the Companies Act, 1956.

In Respect of Item No. 4.

Mr. Sunil Hirji Shah who was appointed as additional Director of the company pursuant to section 260 of the Companies Act, 1956 and who holds the office until the date of the ensuing annual general meeting and in respect of whom the Company has received a notice in writing together with requisite deposit under section 257 of the companies Act 1956, from a member expressing his intention to propose him as candidate for the office of Director, is to be appointed as director of the company liable to retire by rotation.

The Board of Directors recommend the members to adopt the proposed Resolution.

None of the Directors of the company is in any way concerned or interested in the resolution except Mr. Sunil Hirji Shah.

In Respect of Item No. 5.

Mr. Kalpesh R. Shah who was appointed as additional Director of the company pursuant to section 260 of the Companies Act, 1956 and who holds the office until the date of the ensuing annual general meeting and in respect of whom the Company has received a notice in writing together with requisite deposit under section 257 of the companies Act 1956, from a member expressing his intention to propose him as candidate for the office of Director, is to be appointed as director of the company liable to retire by rotation.

The Board of Directors recommend the members to adopt the proposed Resolution.

None of the Directors of the company is in any way concerned or interested in the resolution except Mr. Kalpesh R. Shah.

FOR AND ON BEHALF OF THE BOARD

DIRECTORS

PLACE: MUMBAI,

DATED: 2nd SEPTEMBER, 2010.

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