Hindustan Appliances Ltd

Dear members,

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

The Company's financial performance for the year ended March 31, 2024 is summarized below:

Financial Results: (Rupees in Lakhs)

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.

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

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.

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

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to the ‘Meetings of the Board of Directors' and ‘General Meetings', respectively have been duly followed by the Company.

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 Company's subsidiaries is given in Form No. AOC-1 is given in this Report.

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 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 "Annexure I".

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.

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 "Annexure II".

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

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, 2024, 66.15% of the share capital stands dematerialized.

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 "Annexure III"

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;

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.

All transactions with Related Parties entered in Financial Year 2023- 2024, were in ordinary course of business and at arm's length basis and in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations and the Company's 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.

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.

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 in the design or operation was observed.

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.

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 Company's 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.

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).

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.

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 Director's, 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.

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 Auditors' Report for FY 2023-24 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

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 "Annexure IV" and forms part of this Annual Report.

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

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

Appointment of cost auditors is not applicable to company.

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.

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:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• 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.

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 2023-24 Directors' Report candidates.

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.

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.

The Statement on conservation of Energy, technology absorption foreign exchange earnings and out go is given in the "Annexure V" 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/ .

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 ‘VI'.

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

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

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.

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.

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.

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 Company's executives, staff and workers.

Statement containing salient features of the financial statement of Subsidiaries or associate companies or Joint ventures

(Information in respect of each subsidiary to be presented with amounts in Rs.)