Dear Members,
Your Directors are pleased to present the Eighth Annual Report and the Company's
audited financial statements for the financial year ended 31 March 2025.
FINANCIAL RESULTS
The Company's financial performance, for the year ended 31 March 2025 is summarized
below:
(H in lakh)
| Particulars |
Standalone* |
|
Consolidated* |
|
|
2024-2025 |
2023-24 |
2024-2025 |
2023-24 |
| Revenue from Operations |
35,654 |
44,482 |
2,52,684 |
2,80,003 |
| Add: Other Income |
2,814 |
4,248 |
4,623 |
3,716 |
| Total Income |
38,468 |
48,730 |
2,57,307 |
2,83,719 |
| Profit before exceptional item and tax |
(4,885) |
(5,355) |
(2,703) |
5,674 |
| Exceptional Items |
(612) |
- |
(2,960) |
- |
| Profit before tax |
(5,497) |
(5,355) |
(5,663) |
5,674 |
| Less: Tax expenses |
1,537 |
(1,756) |
(651) |
1,999 |
| Profit after tax |
(3,960) |
(3,599) |
(5,012) |
3,675 |
| Add: Profit/(Loss) from joint venture |
- |
- |
(1,789) |
(912) |
| Profit for the year (i) |
(3,960) |
(3,599) |
(6,801) |
2,763 |
| Less: Profit allocable to Non-Controlling Interest (ii) |
- |
- |
28 |
186 |
| Other Comprehensive Income (net of tax) allocable to owner of
the Company |
40 |
14 |
125 |
(8) |
| Total Comprehensive Income |
(3,920) |
(3,585) |
(6,704) |
2,569 |
| Add: balance brought forward (iii) |
2,730 |
6,690 |
48,463 |
46,247 |
| Less: Adjustment for change in Ownership Interest (iv) |
- |
- |
3 |
- |
| Amount available for appropriation [(i)+(ii)+(iii)+(iv)] |
(1,230) |
3,091 |
41,637 |
48,824 |
| APPROPRIATIONS: |
| Dividend paid on equity shares |
(289) |
(361) |
(289) |
(361) |
| Balance carried forward |
(1,519) |
2,730 |
41,348 |
48,463 |
including results of discontinued operations (Figures have been rounded off to the
extent Rs. in lakhs)
Previous period figures have been regrouped/re-arranged wherever considered necessary
to confirm to the current year's classification.
OPERATIONAL REVIEW
On a consolidated basis, revenue from operations for FY 2024-25 was H2,52,684 Lakh as
compared to H2,80,003 Lakh in FY 2023-24. Earnings before interest, tax, depreciation and
amortisation ("EBITDA") was H18,675 Lakh as compared to EBITDA of H27,488 Lakh
in FY 202324. Profit/(Loss) for the year after exceptional item was (H6,801) Lakh as
compared to H2,763 Lakh in FY 2023-24.
A. Building Products Business
The Building Products Business revenue from operations stood at H2,17,071 Lakh in FY
2024-25 as against H2,35,464 Lakh in FY 2023-24. The business posted EBIT of H10,291 Lakh
as against EBIT of H21,443 Lakh in FY 2023-24. Our Building Products segment continued to
build on its strategic priorities,
driven by key initiatives undertaken by the division for
the year which are as follows:
SANITARYWARE AND FAUCETS
?€? Forayed into a new category with the launch of a new range of drains. This
initiative is part of our broader strategy to expand our product offerings and provide
comprehensive solutions to our customers.
?€? Launched a new Brand Store Design to deliver an enhanced and immersive brand
experience for our customers.
?€? Strategically leveraged the Indian Premier League (IPL) sponsorship to
significantly amplify
national brand visibility and drive deeper market penetration for our premium bathroom
range.
?€? Executed a targeted regional marketing initiative by sponsoring the Vanitha
Film Awards as 'Powered By' sponsor, thereby effectively cultivating brand awareness and
consideration within the vital Southern Indian market.
?€? Enhanced our long-term market influence by expanding the Architect Loyalty
Programme for the Retail Segment, successfully enrolling key professional partners during
the year.
TILES
?€? Expanded into the premium surface industry with the launch of the Hindware
Italian Collection Quartz for both commercial and residential countertops, diversifying
our product portfolio.
?€? Launched trending design series, including Super High Gloss and Mural
series, to capture contemporary market preferences and expand our aesthetic offerings.
Strengthened architect engagement by conducting regional high-profile events,
connecting with over 100 architects across India to foster key partnerships and drive
product specification.
?€? Initiated the Store-in-Store (SIS) concept to accelerate retail expansion
and enhance brand presence in key markets.
PIPES
?€? State-of-the-art manufacturing plant in Roorkee is nearing completion, with
automation and trial scheduled to begin in Q1 of FY25.
?€? Pipes plant in Isnapur was recognized with the prestigious Best Ground Water
Practitioner Award from the District Collector of Sangareddy, Government of Telangana,
affirming our steadfast commitment to sustainable water conservation practices and
environmental stewardship.
?€? Connected with over 85,000 plumbers across India, significantly
strengthening our engagement with this key community, to enhance brand awareness.
?€? Implemented an advanced auto-conveying and storage system with integrated
automation for recycled materials at our Roorkee plant, significantly enhancing
operational efficiency and our commitment to sustainable practices.
?€? At our Isnapur plant, all PTMT machines have been installed and
commissioned.
?€? Currently developing a CPVC Fire Sprinkler System, a new product line
anticipated for launch in FY 2025-2026, which will expand our product portfolio and
address emerging market needs in
fire safety solutions. The Double Wall Corrugated machine has been successfully
commissioned and trials completed.
?€? Following the acquisition of the BIS license, we anticipate launching this
new product in H2 of FY 2024-25.
B. Consumer Appliances Business (CAB)
The CAB revenue from operations stood at H35,619 Lakh in FY 2024-25 as against H44,544
Lakh in FY 2023-24. The business achieved EBIT of (H3,703) Lakh as compared to the
previous year EBIT of (H5,917) Lakh. The division undertook the following initiatives
during the year:
?€? Launched the National Parts Centre (NPC) at Bahadurgarh, establishing a
unified spare parts hub for our bath and consumer products. This strategic initiative will
boost delivery speed, enhance operational efficiency and improve overall customer
satisfaction across our businesses.
?€? New SKUs launched during FY 24-25 to strengthen our product portfolio
a. Kitchen Appliances:
?€? 24 Chimney SKU's launched included 17 BLDC chimney SKU's
?€? 21 new Built in Hobs
?€? 7 Cooktops
?€? 3 Built in Oven
?€? 3 Built in Microwave oven
b. Heating Appliances:
?€? 5 New SKUs in Instant & 21 New SKUs in storage water heaters were
introduced
?€? 4 New SKUs lauched in Room Heaters:2 in quartz series & 1 each in
halogen and fan heaters category
?€? Onboarded Zepto as a quick commerce partner for water heaters and air
coolers, significantly expanding our last-mile reach and enhancing customer accessibility.
?€? Launched a new range of 26 sink SKUs on Amazon, marking our strategic entry
into this product category on the e-commerce platform and expanding our footprint.
MATERIAL CHANGES AND COMMITMENTS
The Company has discontinued further operations of the
"Retail Business" of the Company w.e.f. 28 May 2024.
Apart from that there were no material changes and
commitments in the nature of business of your Company.
KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW
> COMPOSITE SCHEME OF ARRANGEMENT
The Board of Directors of the Company, in its meeting held on 27 March 2025 had
approved a Composite Scheme of Arrangement (the "Scheme") under Sections 230 to
232, read with section 66 and other applicable provisions of the Companies Act, 2013
("the Act") and the provisions of other applicable laws, amongst the Company
(the "Demerged Company/ Remaining Transferor Company"), Hindware Limited
("Transferee Company") and HHIL Limited ("Resulting Company") and
their respective shareholders and creditors. The Scheme provides for the demerger of the
Consumer Products Business of the Demerged Company with and into Resulting Company (as
defined in the Scheme) and the amalgamation of the Remaining Transferor Company (as
defined in the Scheme) with and into Transferee Company. The Appointed Date for the Scheme
is 1 April 2025, or such other date as may be mutually agreed by the respective Board of
Companies or any such date approved by the Hon'ble National Company Law Tribunal
("NCLT") or any other competent authority. The Scheme is subject to the approval
of the BSE Limited (BSE), the National Stock Exchange of India Limited (NSE), SEBI,
shareholders and creditors of the Company and such other necessary approvals as may be
required, and the sanction thereof of the Scheme by NCLT. The Company has applied to BSE
and NSE for requisite approval of the Scheme, and the same is awaited on the date of
approval of this report.
> FURTHER INVESTMENT IN HINTASTICA PRIVATE LIMITED
The Company has further infused H17,00,00,100/- in Hintastica Private Limited, a joint
venture of the Company, on a Rights Basis by subscribing to an additional 1,25,926 number
of equity shares of H10 each at a premium of H1,340 per share.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has six (6) Subsidiaries (including three (3) step down subsidiaries) and
one (1) Joint venture company as on 31 March 2025. The Company had no Associate Company
during the year under review.
During the year under review, HHIL Limited was incorporated on 4 March 2025 as a wholly
owned subsidiary of the Company.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Act, the consolidated financial statements of the
Company and all its subsidiaries have been prepared, which forms part of the Annual Report
(please refer to the Consolidated Financial Statements Section of the Annual Report).
Further, a statement containing the salient features of the financial statements of the
Company's subsidiaries and joint venture in the prescribed format AOC-1 forms part of the
consolidated financial statements and hence not repeated here for the sake of brevity. The
statements provide the details of performance, financial positions of each of the
subsidiaries.
In accordance with Section 136 of the Act, the audited financial statements, including
the consolidated financial statements and related information of the Company and audited
accounts of each of its subsidiaries are available on Company's website
www.hindwarehomes.com. These documents will also be available for inspection in the
investors' section of the Company's website.
The Policy for determining material subsidiaries as approved may be accessed on the
Company's website at the link: https://www.hindwarehomes.com/pdf/
Policy%20on%20Material%20Subsidiaries.pdf
SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company was increased
from H15,00,00,000/- (Rupees Fifteen Crore only) comprising of 7,50,00,000 Equity Shares
of H2/- each to H30,00,00,000/- (Rupees Thirty Crore only) divided into 15,00,00,000
Equity Shares of H2/-each by way of passing of ordinary resolution on 4 July 2024 through
Postal Ballot and the Capital clause of the Memorandum of Association of the Company was
also amended accordingly.
During the year under review, the Company had issued 1,13,49,962 equity shares of face
value of H2 each at a price of H220 per share (including a premium of H218 per share) to
its shareholders on a Rights basis. The use of proceeds from this Rights Issue has been
fully utilised in line with the objects stated in the offer letter.
Accordingly, the paid-up equity share capital of the Company has increased from
H1,445.93 Lakh to H1,672.93 Lakh during the year.
CREDIT RATINGS
During the year under review, the credit ratings of the Company was reviewed by CARE
Ratings Limited. A detailed note on the credit ratings of the Company is provided in the
Corporate Governance Report section of this Report.
DIVIDEND
Your Directors after considering the financials and Dividend Distribution Policy of the
Company, decided not to recommend any dividend on its equity shares for the financial year
ended 31 March 2025.
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
There was no amount of dividend due till 31 March 2025 liable to transfer to IEPF since
7 years are not yet completed of its first dividend paid for the financial year ended 31
March 2020.
TRANSFER TO RESERVES
The Board has not proposed to transfer any amount to general reserve.
DEPOSITS
Your Company has not accepted any deposit within the meaning of Section 73 of the Act
and as such no amount of principal or interest was outstanding as on the Balance Sheet
date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Articles of Association of the Company, Mr.
Sandip Somany (DIN: 00053597), Non-Executive Director of the Company, retires by rotation
at the ensuing Annual General Meeting ("AGM") and being eligible, offered
himself for re-appointment.
During the year under review, Dr. Nand Gopal Khaitan (DIN: 00020588), Mr. Salil Kumar
Bhandari (DIN: 00017566) and Mr. Ashok Jaipuria (DIN: 00214707) have been reappointed as
Non-Executive Independent Directors of the Company for their second term of five (5)
consecutive years, commencing from 14 September 2024 by way of approval granted by the
Shareholders of the Company through Postal Ballot on 4 July 2024.
The Board of Directors of the Company, based on the recommendation of the Nomination
and Remuneration Committee, appointed Ms. Sonali Dutta (DIN: 10727707) as Non-Executive
Independent Director of the Company, for a term of five (5) consecutive years w.e.f. 12
November 2024, pursuant to the approval granted by the shareholders of the Company through
Postal Ballot on 8 January 2025.
Ms. Anisha Motwani (DIN: 06943493), Non-Executive Independent Director of the Company
completed her term as Non-Executive Independent Director of the Company on 10 February
2025 and ceased to be a director of the Company from the said date.
Additionally, the Board of Directors of the Company, upon recommendation of the
Nomination and Remuneration Committee, at its meeting held on 28 May 2024 has approved to
designate Mr. Naveen Malik, Chief Financial Officer (CFO) of the Company also as Chief
Executive Officer (CEO) of the Company effective from 28 May 2024. Accordingly, Mr. Naveen
Malik continued to serve as CFO and CEO of the Company as wholetime Key Managerial
Personnel pursuant to the provisions of Sections 2(18), 2(19) and Section 203 of the Act
and other applicable laws.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on 31 March 2025 were:
(i) Mr. Naveen Malik, Chief Executive Officer (CEO) and Chief Financial Officer (CFO);
and
(ii) Ms. Payal M Puri, Company Secretary.
AUDITORS AND AUDITORS' REPORTS Statutory Auditors
At the 6 th Annual General Meeting of the Company held on 27 September 2023, the
shareholders approved the re-appointment of M/s. Lodha & Co LLP, Chartered
Accountants, as Statutory Auditors of the Company having Firm's Registration No.
301051E/E300284 to hold the office till the conclusion of the 11 th Annual General Meeting
of the Company.
The Notes on financial statements referred to in the Auditors' report are
self-explanatory and therefore do not require any further comments.
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
the Act and the rules made thereunder. The Auditors' report does not contain any
qualifications, reservations or adverse remarks.
Secretarial Auditor
The Board had appointed M/s. DMK Associates, Company Secretaries (FRN P2006DE003100) to
conduct a Secretarial Audit of the Company for the Financial Year 2024-25, pursuant to the
provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR-3 for the
Financial Year 2024-25 is enclosed as Annexure A to this Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor
in their Report.
Further, Hindware Limited, the unlisted material subsidiary of the Company has
undergone Secretarial Audit for the year ended 31 March 2025. The Secretarial Audit Report
issued by Ms. Monika Kohli, Practicing Company Secretary CP No.4936, partner of M/s. DMK
Associates, Company Secretaries, New Delhi, is enclosed as Annexure-B. The said report is
self-explanatory and does not contain any qualifications, reservations, adverse remarks or
disclaimers.
In terms of the requirement of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read
with Section 204 and Rule 9 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board, on recommendation of the Audit Committee,
has approved appointment of M/s. DMK Associates, Company Secretaries, (FRN
P2006DE003100) as the Secretarial Auditor of the Company for a period of five (5)
consecutive years i.e. from FY 2025-26 to FY 2029-30, subject to the Shareholders'
approval at the ensuing AGM. A detailed proposal for appointment of Secretarial Auditor
forms part of the notice convening the AGM.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The Company is engaged into trading and marketing of products, hence particulars
pertaining to Conservation of Energy, Research and Development, Technology Absorption are
not applicable. However, the particulars as prescribed in Section 134(3)(m) of the Act,
read with Companies (Accounts) Rules, 2014 are provided in the enclosed Annexure C to this
Report to the extent applicable.
ANNUAL RETURN
In accordance with Section 134(3)(a) of the Act, the extract of Annual Return as on 31
March 2025, as required under Section 92(3) of the Act and prepared in prescribed format
(MGT-7), which will be filed with the Registrar of Companies, is hosted on the Company's
website at https://www.hindwarehomes.com/annual-general- meetings.php
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI Listing Regulations, is presented in a separate section
forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI's Master
Circular No. SEBI/ HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024, your Company has
provided the prescribed disclosures in new reporting requirements on Environmental, Social
and Governance ("ESG") parameters called the Business Responsibility and
Sustainability Report ("BRSR") which includes performance against the nine
principles of the National Guidelines on Responsible Business Conduct and the report under
each principle which is divided into essential and leadership indicators. Please refer
BRSR which forms part of this Annual Report.
CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives ("Code") as per the
requirements under the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to
be followed by designated persons while trading/dealing in the Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers
Company's obligation to maintain a structured digital database ("SDD"),
mechanism for prevention of insider trading and handling of UPSI, and the process to
familiarize with the sensitivity of UPSI. To increase awareness on the prevention of
insider trading in the organisation and to help the Designated Persons to identify and
fulfill their obligations, regular trainings have been imparted to the designated persons
by the Company. During the year under review, there has been due compliance with the said
code.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors in terms of Section 134(3)(c) of the Act state that:
a) in the preparation of the annual accounts for the year ended 31 March 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, had been followed and there are no material departures from the same;
b) the Directors had selected such accounting policies and applied them consistently
and made judgements 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 31 March 2025 and of the
profit/loss of the Company for the year ended on that date;
c) the Directors had 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) the Directors had prepared the annual accounts on a 'going concern' basis;
e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under SEBI Listing Regulations forms
an integral part of this Report. The requisite certificate from the Secretarial Auditor of
the Company, confirming compliance with the conditions of corporate governance is attached
to the report on Corporate Governance.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during the
financial year with related parties were in the ordinary course of business and on an
arm's length basis and were reviewed and approved by the Audit Committee. The disclosure
in Form No. AOC-2 is appended as Annexure D to this report.
The policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at the
link: https://www.hindwarehomes.com/pdf/Related- Party-Transaction-Policy.pdf.
Your Directors draw attention of the members to Note no. 46 of standalone financial
statements of the Company which set out related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
During the year under review, the provisions of Section 135 of the Act pertaining to
Corporate Social Responsibility (CSR) were not applicable to the Company.
NUMBER OF BOARD MEETINGS
During the year under review, ten (10) Board Meetings were convened and held. For
further details, please refer the Report on Corporate Governance which is forming part of
this Annual Report. The intervening gap between two consecutive meetings was not exceeding
the period prescribed under the Act.
AUDIT COMMITTEE
The Audit Committee comprises of four (4) members, three (3) of them are being
Independent Directors and one (1) is Non-Executive Non-Independent Director. Mr. Salil
Kumar Bhandari (Independent Director) is the Chairman of the Committee.
For further details, please refer Report on Corporate Governance which is forming part
of this Annual Report.
All the recommendations made by the Audit Committee were accepted by the Board.
DISCLOSURE UNDER SECRETARIAL STANDARDS
The Directors state that the Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India. The details with
respect to the composition, terms of reference, number of meetings held, etc. of the
statutory committees of the Board of Directors are included in the Report on Corporate
Governance, which forms part of this Annual Report.
VIGIL MECHANISM (WHISTLE BLOWER) POLICY
The Company has in place a Whistle Blower Policy to establish a vigil mechanism for
Directors/Employees and
other stakeholders of the Company to report concerns affecting the smooth and efficient
running of operations of the Company. This Policy documents the Company's commitment to
maintain an open work environment in which employees, consultants and contractors are able
to report instances of unethical or undesirable conduct, actual, suspected fraud or
violation of the Company's Code of Conduct.
The Vigil Mechanism (Whistle Blower) Policy is available on Company's website at the
link: https://www.
hindwarehomes.com/pdf/Vigil%20Mechanism.pdf
NOMINATION AND REMUNERATION POLICY
The Company has in place a Nomination and Remuneration Policy for appointment of
Directors, Key Managerial Personnel, Senior Management and their remuneration including
criteria for determining qualifications, positive attributes, independence of a director
and other matters as per the Act and SEBI Listing Regulations.
The Nomination and Remuneration Policy is available on Company's website at the link:
https://www.
hindwarehomes.com/pdf/Nomination%20and%20 Remuneration%20Policy.pdf
DIVIDEND DISTRIBUTION POLICY
The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI
Listing Regulations. The policy was adopted to set out the parameters that will be taken
into account by the Board in determining the distribution of dividend to its shareholders
and/or retaining profit earned by the Company. The Policy is hosted on Company's website
at the link: https://www.hindwarehomes.com/ pdf/Dividend%20Distribution%20Policy.pdf
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments covered under Section 186 of the Act
forms part of the notes to the standalone financial statements (please refer note nos. 6,
7 and 50 of standalone financial statements for particulars of Section 186 disclosure).
PARTICULARS OF EMPLOYEES
Information required as per Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed
as Annexure E to this Report.
Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said rules are available with the Company.
Having regard to the provisions of the first proviso to Section 136(1) of the Act, the
Annual Report excluding the aforesaid information is being sent to the members of the
Company. Any member interested in obtaining such information may write to the Company
Secretary and the same will be furnished on request.
INTERNAL CONTROLS
The internal control systems are commensurate with the size, scale and complexity of
the operations of the Company. These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial and operational information,
complying with the applicable statutes, safeguarding assets from unauthorised use,
executing transactions with proper authorisation, and ensuring compliance with corporate
policies. The Company uses SAP, a well-accepted Enterprise Resource Planning (ERP) system,
to record data for accounting, consolidation, and management information purposes and
connects to different locations for efficient exchange of information.
The Audit Committee of the Board of Directors, comprising majority of Independent
Directors, reviews the effectiveness of the internal control system across the Company,
including the annual plan, significant audit findings and recommendations, adequacy of
internal controls and compliance with accounting policies and regulations.
INTERNAL FINANCIAL CONTROLS
The Company has in place an adequate Internal Financial Controls framework. It has
documented Risk and Control Matrices (RACM) covering all activities, and all controls are
tested for design and operating effectiveness as part of its Internal Financial Control
reporting framework.
The financial controls are evaluated for both design and operating effectiveness by an
external consulting firm of repute. In our view, the Internal Financial Controls are
adequate and are in line with best practices applicable to organisations of a similar
size, nature and complexity.
RISK MANAGEMENT
The Board of Directors of the Company has constituted a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The Company has
also adopted a Risk Management Policy which establishes various levels of accountability
and overview within the Company. The details of the Risk Management Committee forms part
of the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment of Women at Workplace Policy
in compliance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH ACT"). The Company
always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment. The Internal Committee (IC) has been set up to
redress complaints regarding sexual harassment, if any.
The Directors further state that during the year under review, there were no complaints
filed pursuant to the POSH Act.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and SEBI Listing Regulations. In the opinion of the Board, they fulfil the
conditions of independence as specified in the Act and SEBI Listing Regulations and are
independent of the management.
The Independent Directors of the Company are persons of integrity and comprise of
appropriate skills/expertise/ competencies (including proficiency) and have rich and
varied experience in diversified domains for effective functioning of the Board of
Directors of the Company.
BOARD EVALUATION
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria and framework adopted by the Board. In
addition, the performance of Board as a whole and Committees were evaluated by the Board
after seeking inputs from all the Directors on the basis of various criteria.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated,
taking into account the views of the Executive and Non-Executive Directors. The evaluation
process has been explained in the Corporate Governance Report section of the Annual
Report.
TRAINING OF INDEPENDENT DIRECTORS
The details of programmes conducted for familiarization of Independent Directors with
the Company, nature of the industry in which the Company operates, business model of the
Company, recent amendments/notifications etc. has been uploaded on the Company's website
at the web link: https://www.hindwarehomes.com/training-of- directors.php
For further details, please refer to the Report on Corporate Governance which is
forming part of this Annual Report.
CYBER SECURITY
In view of increased cyberattack scenarios, the cyber security maturity is reviewed
periodically and the processes, technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment is enabled with real time security
monitoring with requisite controls at various layers starting from end user machines to
network, application and the data.
During the year under review, your Company did not face any incidents or breaches or
loss of data breaches in Cyber Security.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details of revision of financial statement or the Report.
2. I ssue of equity shares with differential rights as to dividend, voting or
otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
5. The Company is not required to maintain cost records as specified in Section 148(1)
of the Act.
6. Neither any application is made nor any proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016.
7. The Company has not defaulted in the repayment of loans to the banks or financial
institutions. Accordingly, disclosure relating to one-time settlement with the Banks of
Financial Institutions is not applicable.
8. Details of difference between amount of the Valuation done at the time of One Time
Settlement and the Valuation done while taking loans from the Banks or Financial
Institution alongwith the reasons thereof.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, government authorities, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by all employees of the
Company.
For and on behalf of the Board of Directors
Place: Gurugram Sandip Somany
Date: 24 May 2025 Chairman
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