TO THE MEMBERS

Dear Shareholders,

Your Directors present their Eighty-third (83rd) Annual Report together with audited financial statements of the Company for the year ended March 31, 2025.

During the year under review, the Company's revenue/Other Income is Rs.24.38 Crores compared to Rs. 30.16 Crores in the previous financial year. The financial performance of the Company for the year ended 31st March, 2025 is summarized below:

(Rs. in Crores)

The revenue account shows a profit of Rs.15.57 Crores after providing Rs.0.24 Crores for depreciation & amortisation expense. There is a deficit of Rs.107.52 Crores after adjusting revaluation reserve for land and building in the Statement of Profit and Loss as at the end of the current year as against Rs.123.08 Crores in the last year.

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31st March, 2025 is included in the annual accounts.

The Company is not having any subsidiary / associate company/ Joint Venture and therefore consolidated accounts of the Company have not been prepared. Accordingly, disclosure vide prescribed form AOC-1 in this regard is also not applicable to the Company.

There has been no change in the share capital of the Company during the year under report. The paid-up equity share capital of the Company as on 31st March, 2025 was Rs.104.41 Crores.

There is no operational profit in the Statement of Profit & Loss after taking into account the results for the year under review. As such, Board of Directors of the Company has not considered recommending any dividend on the equity shares of the Company.

The Company has not transferred any amount to any reserves during the year under report.

There has been no change during the period under review in the nature of business of the Company.

As reported earlier that due to low productivity, growing indiscipline, shortage of funds and lack of demand for products, the Company was compelled to declare "Suspension of work" at its Uttarpara Plant with effect from 24th May, 2014 and the suspension of work is continuing due to no change in the situation.

There was no change in the nature of the business of the Company during the year under report.

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

The Land Reform Commissioner and the Joint Secretary to the Government of West Bengal, vide its order dated November 9, 2022, resumed 395 acres of the retained land leased to the Company. The Company challenged the validity and legality of the said order before the West Bengal Land Reforms and Tenancy Tribunal by way of OA No.3775 of 2022. However, the Tribunal, vide its order dated March 13, 2024, corrected on March 20, 2024, dismissed OA No. 3775 of 2022 filed by the Company.

Aggrieved and dissatisfied with the order of the Tribunal, the Company filed an appeal before the Hon'ble High Court at Calcutta to assail the order of the Tribunal, registered as WPLRT 54 of 2024. The Hon'ble High Court was pleased to dismiss the appeal by its order dated May 22, 2025.

Thereafter, the Company approached the Hon'ble Supreme Court by way of a Special Leave Petition, registered as SLP (C) No. 015947 of 2025. The Hon'ble Supreme Court, having regard to the reasoning of the Division Bench of the High Court, did not find any reason to interfere in the matter. The Special Leave Petition was accordingly dismissed on July 16, 2025.

The State of West Bengal has taken possession of the above said resumed land on July 1 1, 2025.

The Company continues to explore the new avenues of business growth. The Company is seeking for new business partner/technology partner for capitalizing the other assets of the company and generate additional revenue.

Pursuant to the requirement of Section 135 of the Companies Act, 2013, CSR is applicable to company for the financial year 2024-2025. The company was not required to constitute CSR Committee as per Section 135(9) of Companies Act, 2013.

Details of the CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in the Annual Report as Annexure 1. The Company's Policy on Corporate Social Responsibility is available on the website of the Company at http://www.hindmotor.com/files/CSR-Policy.pdf.

The Company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Companies Act, 2013 (the "Act"), during the financial year ended 31st March, 2025.

AH transactions entered into with Related Parties during the financial year 2024-25 as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arm's length basis. Details of transactions with related party during the financial year 2024-25 are provided in Note No.33 of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 are given in the prescribed form AOC-2 as Annexure 2. Weblink for the policy on the website is http://www.hindmotor.com/files/HML-POLICY-ON-MATERIALITY-OF- RELATED-PARTY-TRANSACTIONS-AND-ON-DEALING-WITH-RELATED-PARTY-TRANSACTIONS-2023.pdf.

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Shareholders of the Company at the 82nd Annual General Meeting held on 25th September, 2024, appointed M/s. KAMG & ASSOCIATES, Chartered Accountants (Firm Registration no. 311027E) as the Auditors of the Company for a period of 5 years, from the conclusion of 82nd Annual General Meeting to the conclusion of 87th Annual General Meeting to be held in 2029. The Auditors' Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, notifications/ circulars issued by the Ministry of Corporate Affairs, from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by its officers or employees of the Company as referred to in the Auditors' Report is self-explanatory.

The Company is not required to maintain Cost Audit records in terms of section 148(1) of the Companies Act, 2013. Accordingly, Cost Audit is also not applicable to the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has proposed to appoint Messrs. R.B.M. & Associates, a firm of Company Secretaries in Practise (CP No.20376) to undertake the Secretarial Audit of the Company for a period of five financial years, i.e., 2025-2026 to 2029-2030, subject to approval of the shareholders of the Company.

The Report of the Secretarial Auditor for the financial year 2024-2025 is annexed herewith as Annexure-3. There are no qualifications or observations or remarks made by Secretarial Auditor in his report.

The Company has a Corporate Risk Management Charter to identify the nature and magnitude of risk associated with the Company and to take steps for mitigating the impact of such risks. The Board continuously identify and prioritize the risks associated with the functioning of the Company, lays down mitigation plan for identified risks with assigning responsibilities and adequately monitoring and managing the same. These are reviewed periodically.

No case of any fraud has been detected during the year under report. None of the auditors of the Company has reported any fraud in the Company during the year under report.

As reported earlier, the Company declared "Suspension of Work" at its Uttarpara Plant in Hooghly District of West Bengal with effect from 24th May, 2014. The general industrial relation at the plant is sensitive but being managed. The number of employees as on 31st March, 2025 is 192 which was 235 as on 31st March, 2024.

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder a copy of the Annual Return has been placed on the Company's website at www.hindmotor.com .

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders' value.

The Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached as Annexure-4 and forms part of this annual report.

The Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached and forms part of this annual report.

The provision relating to Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

In terms of the requirement of Section 134 of the Companies Act, 2013, Directors' Responsibility Statement is annexed as Annexure-5 to this report.

The prescribed information of Employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure 6(i) and Annexure 6(ii) and forms part of this annual report.

The Board has, on the recommendation of its Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this annual report. Weblink for the policy on the website is http://www.hindmotor.com/ files/Nomination-and-Remuneration-policy-of-HML.pdf.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure 7 and forms part of this annual report.

The Company has comprehensive and adequate internal financial controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modified based on the requirement. The Company has an internal audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. The scope of Internal Audit is well defined and documented and the audit committee reviews the observations of the Internal Audit critically. The composition and working of the audit committee forms part of the Corporate Governance Report.

MCA vide its Notification dated 1st December, 2019 introduced new Rules called the Companies (Appointments and Qualification of Directors) 5th Amendment Rules, 2019 for person eligible and willing to be appointed as an Independent Director. Rule states that the compliances to be carried out before appointment of Independent Director as well as for those who are already appointed.

All our Independent Directors have already registered their names in the Independent Directors database.

• Mrs. Sarada Hariharan (DIN: 06914753) was appointed as an Independent Director for a period of five years from 7th August, 2024 up to 6th August, 2029. On the recommendation of the Nomination & Remuneration Committee ('NRC') and the Board of Directors, the Shareholders of the Company approved re-appointment of Mrs. Sarada Hariharan as Independent Director of the Company for five years commencing from 7th August, 2024 up to 6th August, 2029 by way of a special resolution passed in Annual General Meeting held on 25th September, 2024.

• Mr. Raj Kamal Johri (DIN: 06804524), retired from the post of Independent Director on 26th September, 2024 due to completion of his tenure.

There is no change in KMP.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sourav Daspatnaik (DIN:02147356), Director of the Company, retires by rotation and being eligible offers himself for reappointment.

Information about the Director proposed to be reappointed as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the Annual General Meeting Notice.

Further, considering his experience and expertise on the subject matter and assuring his continuity, the Board of Directors of the Company appointed Mr. Sourav Daspatnaik (DIN:02147356) as Non-Executive Independent Director w.e.f. 24th September, 2025 for a period of five consecutive years, not liable to retire by rotation. Mr. Daspatnaik fulfils all the requisite criteria for getting appointed as Independent Director. Furthermore, he is also registered with the Independent Directors' databank maintained by the Institute of Corporate Affairs. The necessary resolution for his appointment is proposed for your approval.

Smt. Mou Mukherjee (DIN-03333993) will complete her tenure of 10(ten) years as Independent Director of the Company on 24th September, 2025. However, considering her experience and professional exerptise, the Board decided to continue with her as Non-Executive Non-Independent Director thereafter and the necessary resolution for her appointment as non-executive nonindependent director, liable to retire by rotation, is proposed for your approval.

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board.

The remuneration / compensation / commission etc. to the Directors and Key Managerial Personnel is proposed by the Nomination and Remuneration Committee in compliance with requirements of the Companies Act and recommended to the Board for it's approval. Approval of Shareholders is obtained, if required.

The Directors receive remuneration by way of fees for attending meetings of the Board or committees thereof.

At the time of appointing an Independent Director, a formal letter of appointment is given to the candidate, which inter-alia, explains the role, functions, duties and responsibilities expected of the person as an Independent Director of the Company. The Independent Director is also explained in detail the compliance required from him under the Companies Act, 2013 and other relevant regulations. The independence of Director is decided as per provisions of the Companies Act, 2013.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The said Remuneration Policy is posted on the website of the Company www. hindmotor.com.

The Board of Directors evaluated the annual performance of the Board as a whole, its committees and the directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the following manner:-

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committees and each director were provided to all the members of the Board.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board/ Committee/Individual Director, and formulated a final collective evaluation of the Board. The Board also provided individual feedback to the concerned director on areas of improvement if any.

A separate meeting of Independent Directors was held on 13th November, 2024 to evaluate the performance evaluation of the Chairman of the meeting of Board of Directors (as there is no chairman of the Board), the Non-Independent Directors, the Board and flow of information from management.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, the Company has a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement. Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy on the website is http:// www.hindmotor.com/files/WHISTLE-BLOWER-POLICY-2023.pdf.

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2024-25 and there is no complaint lying unresolved as on 31.03.2025.

The Board of Directors hereby affirms that your Company in general has adhered to the Secretarial Standards as prescribed by the Institute of Company Secretaries of India during the financial year.

a) The Company has not entered into any one-time settlement proposal with any Bank or financial institution during the year.

b) As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceeding thereunder is pending as on 31.03.2025.

c) The Company has issued only one class of equity shares with equal voting rights.

d) The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

e) None of the Directors of the Company receive any remuneration or commission from any other company belonging to Hindustan Motors group.

During the year, Four (4) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Audit Committee comprises of Independent Directors namely, Smt. Mou Mukherjee (Chairperson) and Smt. Sarada Hariharan, and a Non-Executive Non-Independent Director namely, Shri A. Sankaranarayanan. All the recommendations made by the Audit Committee were accepted by Board. Further, details regarding Board Meetings and Audit Committee Meetings are given in the Corporate Governance Report which forms part of the Board's Report.

Smt. Mou Mukherjee, Shri Om Prakash Gupta and Smt. Sarada Hariharan are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

The Board of Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, co-operation, and support in the Company's endeavours to achieve continuous growth and progress.

Your Directors acknowledge and thank the Company's customers, shareholders, state government authorities, business associates, banks and financial institutions for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of your Company.