Directors Report of HLE Glascoat Ltd.

Mar 31, 2025

Your directors are pleased to present the 34^th Annual Report together with the Audited Financial Statements for the Financial Year
ended March 31, 2025.

FINANCIAL HIGHLIGHTS

PARTICULARS	Consolidated		Standalone
	2024-2025	2023-2024*	2024-2025	2023-2024*
Revenue from Operations	1,02,758.68	96,792.02	55,112.27	59,070.85
Other Income	735.83	881.62	1,178.27	1,514.34
Total Income	1,03,494.51	97,673.64	56,290.54	60,585.19
Profit before Finance Costs, Depreciation, Exceptional Items, Extraordinary Items and Tax	14,093.36	12,087.71	6,398.66	7,728.01
Less: Finance Costs	3,619.34	3,057.97	2,875.87	2,663.73
Profit before Depreciation, Exceptional Items, Extraordinary Items and Tax	10,474.02	9,029.74	3,522.79	5,064.28
Less: Depreciation/ Amortisation/ Impairment	2,967.28	2,631.06	1,470.06	1,397.36
Profit before Exceptional Items, Extraordinary Items and Tax	7,506.74	6,398.68	2,052.73	3,666.92
Less: Exceptional Items and Extraordinary Items	0.00	530.97	0.00	530.97
Profit before Tax	7,506.74	5,867.71	2,052.73	3,135.95
Less: Current Tax, net of earlier year adjustments	1,709.90	2,200.14	288.28	782.42
Less: Deferred Tax	(379.90)	(421.29)	125.92	(310.31)
Profit after Tax for the financial year (A)	6,176.74	4,088.86	1,638.53	2,663.84
Profit for the financial year from Continuing Operations	6,176.74	4,450.74	1,638.53	3,025.72
Profit for the financial year from Discontinuing Operations	-	(361.88)	-	(361.88)
Profit for the financial year (A)	6,176.74	4,088.86	1,638.53	2,663.84
Total Other Comprehensive Income/ Loss (B)	318.86	38.39	(62.62)	(32.43)
Total Comprehensive Income for the financial year (A B)	6,495.60	4,127.25	1,575.91	2,631.41
Earnings Per Share (EPS in Rupees)
From Continuing Operations
Basic	9.05	6.52	2.40	4.43
Diluted	9.05	6.52	2.40	4.43
From Discontinuing Operations
Basic	-	(0.53)	-	(0.53)
Diluted	-	(0.53)	-	(0.53)

BUSINESS OVERVIEW

During the year under review (FY 2024-25), we continued to
reinforce our position as a trusted partner to Indiaâs chemical
and pharmaceutical industries, both of which are benefiting
from structural tailwinds such as increased global outsourcing,
supply chain diversification, and rising domestic demand. As

these process industries focus on capacity expansion and
technology upgrades, the demand for high-quality and highly
efficient equipment remains strong. We differentiated strengths
in design, manufacturing, and application-specific engineering
allow us to respond swiftly and effectively to these evolving
customer requirements.

During FY 2024-25, the consolidated total revenues of the
Company stood at '' 1,027.59 crores compared with '' 967.92
crores in the previous FY 2023-24, registering a growth of
6.2% on a year-on-year basis. The filtration, drying and other
equipment contributed approximately 31% of the revenue at
'' 313.92 crores compared to '' 373.67 crores in the previous
year. The glass lined business contributed to the total revenue
at '' 582.13 crores in FY 2024-25 against '' 496.76 crores in the
previous FY 2023-24, posting a growth of 17.2% on a year-on-year
basis. The consolidated EBITDA for the year was '' 140.93 crores
compared with '' 120.88 crores in the previous FY 2023-24. The
Company reported EBITDA margins of 13.7% against 12.5% in
the previous FY 2023-24. The consolidated PAT stood at '' 61.77
crores compared with '' 40.89 crores in the previous FY 2023-24.

During recent times, the key end users of the Companyâs products
viz. the Agrochemical, Specialty Chemical, Dyes, Pigment and
the Active Pharmaceutical Ingredient manufacturers continued
to grow, albeit at a lower rate. The order book of the Company
for both the businesses continues to remain strong and this
portends well for your Companyâs prospects in the foreseeable
future. Our Directors attribute this improved performance, apart
from the market growth and external factors, to various steps
taken by the management in multiple facets of the business viz.
increased manufacturing capacity, improvements in production
processes, improved planning, focus on timely delivery and better
marketing coverage.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Thaletec, GmbH and Thaletec Inc., USA

THALETEC GmbH ("Thaletecâ) (a company incorporated in
Germany) is a wholly owned subsidiary of the Company; and
Thaletec in turn has a wholly owned subsidiary, Thaletec Inc., USA.

The Financial Highlights of Thaletec GmbH (including its
step-down subsidiary) is as under:

Financial highlights

Particulars	2024-2025	2023-2024
Total Income	36,366.31	29,384.39
Profit Before Finance costs, Tax, Depreciation and Amortisation (after adjusting Other Comprehensive Income)	5,707.47	2,925.64
Profit Before Tax (after adjusting Other Comprehensive Income)	4,752.38	2,015.29
Profit After Tax (after adjusting Other Comprehensive Income)	3,308.56	1,346.95

Particulars	2024-2025	2023-2024
Total Assets	21,833.59 314.48 10,441.18 10,755.66	21,886.46
Equity Share Capital		307.56
Other Equity		7,683.28
Total Equity		7,990.84

âPrevious yearâs figures are restated, regrouped, rearranged and
recast, wherever considered necessary.

Kinam Group

The Company had agreed to acquire 70% equity stake in Kinam
Engineering Industries, on August 7, 2023. On September 26,
2023, the Company completed acquisition of 35.56% profit
share with a controlling interest in Kinam Engineering Industries,
now Kinam Engineering Industries Private Limited (Kinam) for
purchase consideration of Rs.79.97 crores in cash.

The Board approved an additional acquisition of 34.44% to
have the profit share and controlling interest in Kinam to 70%,
through a Scheme of Amalgamation. the Company had approved
the Scheme by respective Committees and by the Board at their
respective meetings held on February 13, 2024 and thereafter,
received in-principle approval from both the Stock Exchanges,
completed the process of obtaining approval of the Shareholders
and the Secured Creditors through duly convened meeting
dated March 18, 2025, as per Honâble NCLT order against the
application and thereafter, had filed a petition with Honâble
NCLT for final approval of the Scheme and the Honâble NCLT has
reserved the order in the matter.

In view of the above, the financial information for FY 2024Â¬
2025 includes the performance of Kinam / KEIPL, KEPL
which have become subsidiaries and also Kinam Process
Equipment Private Limited (KPEPL) which have become step-
down subsidiary (subsidiary of KEPL). The brief details of the
subsidiaries is as under:

Kinam Engineering Industries (Kinam) (a partnership firm) /
succeeded to Kinam Engineering Industries Pvt Ltd from January
01, 2024 - Subsidiary

Kinam Enterprise Private Limited (KEPL) - Subsidiary

Kinam Process Equipments Private Limited (KPEPL) - step-down
subsidiary (subsidiary of KEPL).

The Financial Highlights of Kinam (KEIPL) / KEPL/ KPEPL is as under:

Particulars	Kinam Engineering Industries Private Limited (01/04/2024 to 31/03/25)	Kinam Process Equipments Private Limited (01/04/2024 to 31/03/25)	Kinam Enterprise Private Limited (01/04/2024 to 31/03/25)
Total Income	12,519.80	-	-
Profit Before Finance costs, Tax, Depreciation and Amortisation (after adjusting Other Comprehensive Income)	2,738.31	27.50	(0.80)
Profit Before Tax (after adjusting Other Comprehensive Income)	1,761.46	27.50	(0.80)
Profit After Tax (after adjusting Other Comprehensive Income)	2,288.21	21.14	(1.41)
Total Assets	36,302.84	927.91	670.01
Equity Share Capital	22,501.00	668.14	668.14
Other Equity	2,850.66	240.18	(10.53)
Total Equity	25,351.66	908.32	657.61

Thaletec LLP (Previously known as Thaletec / H L Equipments)

Thaletec LLP (Previously known as Thaletec / H L Equipments)
is an LLP, in which your Company owns 99% ownership interest.
The partners of the Firm have entered into an LLP Agreement
and have converted the Partnership Firm into LLP, w.e.f.
February 12, 2025.

The Financial Highlights of Thaletec LLP is as under:

Particulars	Thaletec LLP (01/04/2024 to 31/03/25)
Total Income	138.35
Profit Before Finance costs, Tax, Depreciation and Amortisation (after adjusting Other Comprehensive Income)	(27.54)
Profit Before Tax (after adjusting Other Comprehensive Income)	(27.54)
Profit After Tax (after adjusting Other Comprehensive Income)	(19.44)
Total Assets	556.51
Partners Capital account	100.00
Partners Current account	97.08

As per the requirements of Section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial
statements of subsidiary companies in Form AOC-1 is annexed
hereto in Annexure-I and form part of this Report.

DIVIDEND

Your Directors are pleased to recommend a Dividend of '' 1.1(55%)
per equity share of face value of '' 2/- each for the financial year
ended March 31, 2025. The Dividend, subject to the approval of
the Members at the 34^th Annual General Meeting will be paid,

within the time period stipulated under the Companies Act, 2013
(subject to deduction of Tax at source).

TRANSFER TO RESERVES

The Board of Directors of your Company have transferred
'' 750 lakhs to General Reserve for the Financial Year 2024Â¬
2025 under review.

SHARE CAPITAL

Your Companyâs paid-up Share Capital as on March 31, 2025
was '' 13.65 crores ('' 13,65,30,960), comprising of 6,82,65,480
equity shares of '' 2 each, fully paid up.

During the financial year under review, your Company had
redeemed 20% of the face value of 9.50% Non-Convertible
Cumulative Redeemable Preference Shares at a premium of
'' 189.38 per share as per the terms of issue and out of the
profits of the Company in accordance with Section 55 of the
Companies Act, 2013.

Your Company has not issued any shares with differential rights
and hence no information as per the provisions of Section 43(a)(ii)
of the Companies Act, 2013 read with Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 has been furnished.

Your Company has not issued any sweat equity shares during the
financial year under review and hence no information as per the
provisions of Section 54(1)(d) of the Companies Act, 2013 read
with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 has been furnished.

Your Company has not issued any equity shares under any
Employees Stock Option Scheme during the financial year under
review and hence no information as per the provisions of Section

62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 has
been furnished.

During the financial year under review, there were no instances
of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3)
of the Companies Act, 2013 read with Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014 and hence no
information in connection therewith has been furnished.

During the financial year, the Company had not bought back its
shares, pursuant to the provisions of Section 68 of the Companies
Act, 2013 and Rules made thereunder.

During the financial year, the Company had not made any
provisions of money or had not provided any loan to the employees
of the Company for purchase of shares of the Company or its
holding Company, pursuant to the provisions of Section 67 of the
Companies Act, 2013 and Rules made thereunder.

DEPOSITS

Your Company had not accepted/ renewed any deposits from the
public or the Members, within the meaning of Section 73 of the
Companies Act, 2013 read with Chapter V and the Companies
(Acceptance of Deposits) Rules, 2014, during the FY 2024-25 and
as such no amount of principal or interest on deposit from public
or Members, was outstanding as of the Balance Sheet date.

CREDIT RATING

Your Company enjoys a good reputation for its sound financial
management and the ability to meet its financial obligations
in a timely manner. ICRA Limited has assigned its ratings with
regards to the banking facilities enjoyed by your Company as âA"
(for long term facilities) and A2 (for short-term facilities) with a
stable outlook.

The details of credit ratings obtained by the Company are placed
on the Companyâs website:

https://www.hleglascoat.com/wp-content/uploads/2025/04/
INTIMATIONOFCREDITRATINGICRA sd.pdf

PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS - UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of loans, guarantees, investments and securities
provided during the financial year under review, covered under
the provisions of Section 186 of the Companies Act, 2013 have
been provided in the note no. 31(b) to the consolidated Financial
Statements and the note no. 30(c) to the Standalone Financial
Statements. Your Company has complied with the provisions of

Sections 186 of the Companies Act, 2013 to the extent applicable,
with respect to the loans and investments made.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the FY 2024-2025 and in accordance with the provisions
of Sections 124 and 125 of the Companies Act, 2013 and the
Rules made thereunder:

â¢ Dividend amounting to '' 14.64 lakhs pertaining to the
FY 2016-17, which remained unclaimed and unpaid for a
period of seven years from the date of its transfer to the
Unpaid Dividend Account, has been transferred to the
Investor Education and Protection Fund (IEPF) established
by the Central Government.

â¢ '' 8.07 lakhs have been transferred to the IEPF Authority
towards the final equity dividend declared for FY 2023-24
at the Annual General Meeting held on September 26, 2024,
for the 7,67,150 equity shares held by the IEPF Authority.

â¢ 7,000 equity shares of '' 2 each have been transferred to
the IEPF Authority after compliance of due procedures
as prescribed and 5,200 shares have been credited to
the Shareholders account against their claim, from the
IEPF Authority.

DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the details of Nodal Officer of the Company,
for the purpose of coordination with Investor Education and
Protection Fund Authority (IEPF Authority) are as under:

Name: Achal Thakkar

Designation : Company Secretary and Nodal Officer

Postal Address : H-106, GIDC Estate, Vitthal Udyognagar, Anand

- 388121, Gujarat, India.

Telephone No. : 02692-236842-45
E-mail ID : [email protected]

The Company has also displayed the details of Nodal Officer at its
website at www.hleglascoat.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

Your Company has adopted a policy on Related Party
Transactions and the said Policy is available on the Companyâs
website in Policies section on https://hleglascoat.com/wp-
content/uploads/2022/02/POLICY-FOR-RELATED-PARTY-
TRANSACTIONS 11.02.2022-1.pdf

During the financial year under review, your Company has entered
into related party transactions on an armâs length basis and in the
ordinary course of business and the same are in compliance with
Section 188 of the Companies Act, 2013 and the Rules made
thereunder and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. No material contract or
arrangement with related parties was entered into during the
financial year under review. Therefore, there is no requirement to
report any transaction in Form No. AOC-2 in terms of Section 134
of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014.

Further, all such contracts/ arrangements/ transactions were
placed before the meetings of the Audit Committee, Board of
Directors and the Shareholders, as may be required, for their
approval. Prior approval/s of the Audit Committee/ Board /
Shareholders, as may be required, including omnibus approvals,
if any, are obtained on an annual basis, which is reviewed and
updated on a quarterly basis.

PARTICULARS RELATING TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Company in its regular course of business makes best effort to
conserve the resources and continuously implements measures
required to save energy. The Company has strong commitment
towards conservation of energy, natural resources and adoption
of latest technology in its areas of operation.

The particulars as required under the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 with respect to conservation
of energy, technology absorption, foreign exchange earnings and
outgo, etc. are furnished in the Annexure-II, which forms part
of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS
AND EMPLOYEES

A. The details of the ratio of the remuneration of each director
to the median remuneration of the employees and other
details as required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are annexed hereto in Annexure-III and forms
part of this Report.

B. The details of the Top 10 employees of the Company in terms
of remuneration drawn as required under Section 134 of
the Companies Act, 2013 and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed hereto in Annexure-IV and forms
part of this Report.

C. None of the employees of the Company have drawn
remuneration of '' 1,02,00,000 or more per annum or
'' 8,50,000 or more per month or for any part of the year,
except Mr. Himanshu Patel, Managing Director, whose
remuneration details is mentioned in the Corporate
Governance Report and except the persons whose details are
mentioned in the Top 10 employees in Annexure IV, forming
part of the Boardâs Report. There being no other employees
falling under the subject category, the particulars required to
be disclosed under Section 134 of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not
required to be furnished.

D. None of the employees of the Company, employed
throughout the year under review or part thereof, was in
receipt of remuneration which was in excess of that drawn by
the Managing Director or Whole-time Director or Manager
and holds by himself or along with his spouse and dependent
children, exceeding two percent of the equity shares
of the Company.

ANNUAL RETURN

The Annual Return for the FY 2024-25 has been uploaded on
the Companyâs website: https://hleglascoat.com/corporate-
governance/ in accordance with the provisions of Section 134 of
the Companies Act, 2013.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT [BRSR]

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015
dated November 4, 2015 and the Business Responsibility &
Sustainability Report detailing the various initiatives taken by the
Company on the environmental, social and governance front, is
annexed hereto in Annexure-V and forms part of this Report.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with
Schedule V(C) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Report on Corporate
Governance is annexed hereto in Annexure-VI and forms part
of this Report. Your Company is committed to transparency
in all its dealings and places high emphasis on business ethics.
The requisite Compliance Certificate as required under Part
E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, issued by Mr. Nimish Mehta
(CP No. 9651), proprietor of M/s. N. M. & Co., Practicing
Company Secretaries, Mumbai confirming to the compliance with
the conditions of Corporate Governance, is also annexed hereto
which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34(3) read with Schedule V(B) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Report on Management Discussion and Analysis is
annexed hereto in Annexure-VII and forms part of this Report.

RISK MANAGEMENT

Your Company recognises the importance of managing risk in the
business to sustain growth. Pursuant to provisions of Regulations
21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 134(3)(n) of the Companies
Act,2013 (âthe Act") and other applicable provisions, if any, the
Board of Directors of the Company has approved and framed
âRisk Management Policy" of the Company, which is available
on the website of the Company at https://hleglascoat.com/wp-
content/uploads/2021/09/HGL RISK-MANAGEMENT-POLICY.
pdf. The Risk Management Policy has a detailed risk assessment
and minimisation procedures and wherein all material risks
faced by your Company are identified and assessed. The Risk
Management Policy adopted by your Company establishes a
structured and disciplined approach to Risk Management, in
order to guide the Board on decisions on risk related issues and
to mitigate various risks viz. economic risk, production risk,
inventory management risk, technology risk, competition risk,
financial risk, raw material price fluctuation risk, pandemic risk,
human resource risk, reputation risk, legal risk, regulatory risk,
cyber risk, etc.

Your Company has also formed a Risk Management Committee,
having the following members:

a. Mr. Aalap Patel - Chairperson (Executive Director)

b. Mr. Sandeep Randery - Member (Independent Director)

c. Mr. Yatish Parekh - Member (Independent Director)

During the FY 2024-25, Three (03) Meetings were held on May
27, 2024, November 11, 2024 and February 10, 2025 wherein,
all the major and important risks identified for the Company and
relevant mitigation measures were reviewed and discussed.

The main objective of this Policy is to ensure sustainable business
growth with stability and to promote a proactive approach in
reporting, evaluating and resolving risks associated with the
Companyâs business and processes.

The risks faced by the Company and the various measures taken
by the Company are detailed in Management Discussion and
Analysis Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(C) read with
134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

(b) the Directors had 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 and of the profit of the Company
for that period;

(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this 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; and

(e) the Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the Company
and that such internal financial controls are adequate and
were operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors of your Company are well experienced with
expertise in their respective fields of technical, financial, strategic
and operational management and administration. None of the
Directors of your Company are disqualified under the provisions
of Section 164(2)(a) and (b) of the Companies Act, 2013. During
the period under review, no Non-Executive Director of your
Company had any pecuniary relationship or transactions with
your Company except as stated elsewhere in this Report and in
the notes to the accounts.

Mr. Nilesh Patel, Non-Executive Director (DIN: 00141873), is
retiring by rotation and being eligible, have offered himself for reÂ¬
appointment at the ensuing Annual General Meeting. The brief
profile of Mr. Nilesh Patel has been given in the Notice convening
the Annual General Meeting.

The day-to-day operations of your Company are managed
by its Key Managerial Personnel (âKMP") viz. the Managing
Director, the Whole-Time Director, the Executive Director, the
Chief Financial Officer and the Company Secretary. As required
under the provisions of Section 203 of the Companies Act,
2013, Mr. Himanshu Patel (DIN 00202312), Managing Director,
Mr. Aalap Patel (DIN 06858672), Executive Director, Mr. Harsh
Patel (DIN: 00141863), Whole-Time Director, Mr. Naveen
Kandpal, Chief Financial Officer of the Company and Mr. Achal
Thakkar, Company Secretary are the Key Managerial Personnel
of your Company as on the date of this Report.

https://www.hleglascoat.com/wp-content/uploads/2025/04/

Policy-for-Appointment-of-the-Directors.pdf.

BOARD OF DIRECTORS AND COMMITTEES FORMED
THEREUNDER

The Board of Directors has constituted the following
Statutory Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details related to the composition of the Board of the
Company and the Committees formed by it and meetings
conducted during the financial year under review are given in the
Corporate Governance Report annexed hereto and forming part
of this Report.

NUMBER OF BOARD MEETINGS

The Company has complied with the provisions for holding Board
Meetings and the gap between two meetings did not exceed
120 days. Five (5) Meetings of the Board of Directors of the
Company were held during the year under review on May 27,
2024, August 05, 2024, November 11, 2024, January 30, 2025
and February 10, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 the
Company has received declarations from all Independent
Directors confirming that they meet the criteria of independence
as specified in Section 149(6) of the Companies Act, 2013, as
amended, read with Rules framed thereunder and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. In terms of Regulation 25(8)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an objective
independent judgement and without any external influence and
that they are independent of the Management. The Board of
Directors of the Company have taken on record the declaration
and confirmation submitted by the Independent Directors after
undertaking due assessment of the veracity of the same. The
Board is of the opinion that the Independent Directors possess
the requisite qualifications, experience, expertise and they hold
high standards of integrity. The Independent Directors have
complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013 and have also confirmed
that their registration with the databank of the Independent
Directors, maintained by the Indian Institute of Corporate
Affairs is in compliance with the requirements of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

During the FY 2024-25, the Board of Directors of your Company
has carried out an Annual Performance Evaluation of the Board,
its Committees and all the individual Directors as per the
Companyâs Policy for Performance Evaluation of Directors.

(i) The Board, in its Meeting held on February 10, 2025, has
carried out the evaluation task of the entire Board, the
Committees of the Board, the Chairperson, the Managing
Director, the Executive Director, the Whole-Time Director,
the Non-Executive Director and the Independent Directors
individually, for the period from January 1, 2024 to December
31, 2024. In accordance with the provisions of Section 149
of the Companies Act, 2013 read with Schedule IV, annual
performance evaluation of the Independent Directors was
carried out by the entire Board of Directors, excluding the
Directors being evaluated.

The performance of each Independent Director has been
evaluated on various parameters like ethics/ values, interÂ¬
personal skills, competence and general administration,
liaison skills, participation in meetings, etc. The Board was
satisfied that each of the Independent Directors has been
acting professionally and has brought his/ her rich experience
in the due deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting
held on February 10, 2025, carried out the performance
evaluation of all the non-Independent Directors and the
Board as a whole, with special attention to the performance
of the Chairperson of the Company for the period from
January 1, 2024 to December 31, 2024. The various
criteria considered for the purpose of evaluation included

composition of the board, ethics/ values, inter-personal
skills, competence and general administration, liaison skills,
participation in meetings, etc. The Independent Directors
were of the view that the Chairperson and all the other nonÂ¬
Independent Directors were competent and the results of
the evaluation were satisfactory and adequate to meet your
Companyâs requirements.

(iii) The Nomination and Remuneration Committee, in its Meeting
held on February 10, 2025, reviewed the performance of the
Executive Directors of the Company with special attention
to the leadership criteria for the Managing Director, the
Executive Director and the Whole-Time Director for the
period from January 1, 2024 to December 31, 2024. The
various criteria considered for purpose of evaluation included
ethics/ values, inter-personal skills, competence and general
administration, liaison skills, participation in meetings, etc.
The Committee was of the view that the Managing Director,
the Executive Director and the Whole-Time Director were
capable and the results of the evaluation were satisfactory
and adequate to meet your Companyâs requirements.

The Board also expressed its satisfaction over the
process of evaluation.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance
with the provisions of Section 135 of the Companies Act, 2013,
details of which are provided in the Corporate Governance
Report annexed hereto and forming part of this Report. The CSR
Policy of your Company as approved by the Board of Directors is
available on the Companyâs website: https://hleglascoat.com/wp-
content/uploads/2021/04/CSR-POLICY.pdf in the Corporate
Social Responsibility section.

The CSR activities as required to be undertaken under Section
135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility) Rules, 2014, including a brief
outline of the Companyâs CSR Policy, total amount to be spent
under the CSR Policy for the FY 2024-25, amount spent, amount
unspent and the reason for the unspent amount, if any; is annexed
hereto in Annexure-VIII and forms part of this Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

actual or suspected fraud or violation of the code of conduct
or policy/ies of the Company, as adopted/framed from time to
time. The Policy provides for protecting confidentiality of those
reporting violation(s) and restricts any discriminatory practices
against them. The mechanism provides for adequate safeguards
against victimisation of employee(s) and Directors to avail of the
mechanism and also provide for direct access to the Chairperson
of the Audit Committee in exceptional cases.

The Policy covers malpractices and/ or events related to all issues
that could have grave impact on the operations and performance
of the business of your Company. The concerned matters are to
be reported to the Compliance Officer and/ or the Chairperson
of the Audit Committee. The Audit Committee monitors the Vigil
Mechanism of your Company.

During the FY 2024-25 no employee has been denied access to
the Compliance Officer/ the Chairperson of the Audit Committee,
who have been appointed as the Whistle Blower Officers
of the Company.

The details of establishment of Vigil mechanism/ Whistle Blower
policy and the contact details of the Whistle Blower Officers are
available on the Companyâs website:

https://www.hleglascoat.com/wp-content/
uploads/2023/08/HGL-WH ISTLE-BLOWER-POLICY-VIGIL-
MECHANISM 12.06.7021-R.pdf

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors of the Company has adopted the Dividend
Distribution Policy which is available on the Companyâs Website
at https://hleglascoat.com/wp-content/uploads/2021/10/HGL-
DIVIDEND-DIST-POLICY Website.pdf

PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE

Your Company has framed a Policy against sexual harassment and a
formal process for dealing with complaints relating to harassment
or discrimination. The said Policy is in line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. As per
the provisions of Section 4 of the said Act, the Board of Directors
has constituted the Internal Complaints Committee (âICCâ) to
deal with the complaints received by your Company pertaining to
gender discrimination and sexual harassment at the workplace.
No unresolved complaints were there as on the start of the
financial year, no complaints were received during the financial
year and no complaints were pending to be resolved as at the end
of the financial year.

MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments, affecting
the financial position of your Company which have occurred
during the period between the end of the financial year to which
the financial statements relate and the date of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has strong integrated systems for internal financial
control system commensurate with the size and scale of its
operations and the same has been operating effectively. The
Internal Auditor evaluates the efficacy and adequacy of internal
control system, accounting procedures and policies adopted by
the Company for efficient conduct of its business, adherence to
Companyâs policies, safeguarding of Companyâs assets, prevention
and detection of frauds and errors and timely preparation of
reliable financial information etc. Based on the report of internal
audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon if
any, were presented to the Audit Committee of the Board.

In accordance with the requirements of the Section 143(3)(i) of
the Companies Act, 2013, the Statutory Auditors have confirmed
the adequacy and operating effectiveness of the internal financial
control systems over financial reporting.

STATUTORY AUDITORS AND INDEPENDENT
AUDITORS'' REPORT

M/s. M M Nissim & Co LLP, Chartered Accountants, Mumbai (Firm
Registration No. 107122W/W100672) have been appointed as
the Statutory Auditors of your Company for a tenure of 5 (five)
years at the 31^st Annual General Meeting to hold the office from
conclusion of 31^st Annual General Meeting till the conclusion of
36^th Annual General Meeting.

The Auditors Report given by M/s. M M Nissim & Co LLP, Statutory
Auditors, on the Financial Statements of your Company, for the
year ended March 31, 2025, forms part of the Annual Report.
There is no qualification, reservation or adverse remark or any
disclaimer of opinion in their Report.

In accordance with the Section 40 of the Companies (Amendment)
Act, 2017 (corresponding to Section 139 of the Act) and revised
Secretarial Standards-2, the requirement of ratification of the
appointment of the Statutory Auditors in every Annual General

Meeting of the Company during the tenure of appointment has
been dispensed with. Hence, the matter has not been placed
as an agenda item in the AGM Notice for the approval of the
members/shareholders.

REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of
Section 143 of the Companies Act, 2013, during the financial year
under review, to the Audit Committee or the Board of Directors.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

The Company had appointed M/s. N. M. & Co., Practicing
Company Secretaries (Firm Registration No. S2010MH142200
and Peer review No. 2385/2022) as the Secretarial Auditors
for the FY 2024-25 in accordance with Section 204 of the
Companies Act, 2013. The Report on Secretarial Audit issued
by the Secretarial Auditors for the FY 2024-25, in Form MR-3, is
annexed hereto in Annexure- IX and forms part of this Report.
There is no qualification, reservation or adverse remark or any
disclaimer of opinion in their Report.

Pursuant to Section 204 of the Companies Act, 2013 and the
rules made thereunder, Regulation 24A of the SEBI Listing
Regulations read with newly issued SEBI Circular No. SEBI/HO/
CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024,
on the recommendation of the Audit Committee, the Board has
appointed M/s. N. M. & Co., Practicing Company Secretaries
(Firm Registration No. S2010MH142200 and Peer review No.
2385/2022) as the Secretarial Auditors for the financial years
from 2025-26 to 2029-30, subject to approval of the Shareholders
in a general meeting. The Company has received consent and
requisite documents from the Firm, for their appointment.

Accordingly, the Board of Directors recommends to the Members,
the resolution seeking appointment of the Secretarial Auditors,
as per details provided in the Notice of the AGM.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETING

The Company has complied with the provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1) and on
General Meetings (SS-2).

INTERNAL AUDITORS

M/s CNK & Associates LLP, Chartered Accountants (Firm
Registration No. 101961W) had conducted the internal audit
of your Company for the Anand works for the FY 2024-25;
and M/s. AKMK Associates, Chartered Accountants (Firm
Registration No.: 136206W) had conducted the internal audit of
your Company for the Maroli works and for the Silvassa Works
for the FY 2024-25.

Pursuant to provisions of Section 138 of the Companies Act,
2013 and the Rules made thereunder, on the recommendation
of the Audit Committee, the Company has appointed M/s CNK
& Associates LLP, Chartered Accountants (Firm Registration No.
101961W) and M/s AKMK Associates, Chartered Accountants
(Firm Registration No.: 136206W) as the Internal Auditors, for
the Anand works and the Maroli & Silvassa Works respectively
for the FY 2025-26.

The Company has received the consent from the respective firms
for their said appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Record and Audit) Rules, 2014, your
Company has duly maintained the cost records as prescribed
under the said rules. The cost audit for the FY 2024-25 of the
said records was carried out by M/s. Nanty Shah & Associates,
Cost Accountants (Membership No. 31497), the Cost Auditors
appointed by the Company.

Further, the Board on the recommendation of the Audit
Committee has appointed M/s. Nanty Shah & Associates,
Cost Accountants (Membership No. 31497), as the Cost
Auditors of the Company for the FY 2025-26. The Company
has received the consent from them for their re-appointment.
Accordingly, the Board of Directors recommends to the
Members, the resolution seeking approval of the members for
ratifying the remuneration payable to the Cost Auditors for
FY 2025-26 as per details provided in the Notice of the ensuing
Annual General Meeting.

LISTING REGULATIONS COMPLIANCE / LISTING ON
NSE

The Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, and Secretarial Standards. There has
been no penalty / stricture imposed on the Company by Stock
Exchanges or SEBI or any other Statutory Authority on any
matter related to capital markets during last three financial years.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

No significant and material orders were passed by the Regulators
or the Courts or Tribunals during the financial year under review.

PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against
the Company, pending under the Insolvency and Bankruptcy
Code, 2016 as amended from time to time, before the National
Company Law Tribunal (NCLT) or any other Courts as on
March 31, 2025.

GENERAL

â¢ During the financial year under review, there was no change
in nature of business of the Company.

â¢ During the financial year under review, there was no one
time settlement with the Banks/ Financial institutions.

ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to
thank your Companyâs customers, vendors, investors, business
associates, bankers and other stakeholders for their continued
support. Your Directors also take this opportunity to applaud the
contributions made by all the employees to the operations of your
Company for its continued growth and success.

By the Order of the Board of
HLE Glascoat Limited

Sd/- Sd/-

Himanshu Patel Aalap Patel

Date: May 19, 2025 Managing Director Executive Director

Place: Anand (DIN: 00202312) (DIN: 06858672)

Mar 31, 2024

Your directors are pleased to present the 33^rd Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

â¢ FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

PARTICULARS	Consolidated		Standalone
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	96,792.02	93,202.30	59,070.85	64,944.35
Other Income	881.62	802.73	1,514.34	1,195.14
Total Income	97,673.64	94,005.03	60,585.19	66,139.49
Profit before Finance Costs, Depreciation, Exceptional Items, Extraordinary Items and Tax	12,087.71	14,507.30	7,728.01	10,633.17
Less: Finance Costs	3,057.97	2,304.61	2,663.73	2,154.59
Profit before Depreciation, Exceptional Items, Extraordinary Items and Tax	9,029.74	12,202.69	5,064.28	8,478.58
Less: Depreciation/ Amortisation/ Impairment	2,631.06	2,269.88	1,397.36	1,257.30
Profit before Exceptional Items, Extraordinary Items and Tax	6,398.68	9,932.81	3,666.92	7,221.28
Less: Exceptional Items and Extraordinary Items	530.97	0.00	530.97	0.00
Profit before Tax	5,867.71	9,932.81	3,135.95	7,221.28
Less: Current Tax, net of earlier year adjustments	2,200.14	2,593.21	782.42	1,564.73
Less: Deferred Tax	-421.29	358.95	-310.31	214.27
Profit after Tax for the financial year (A)	4,088.86	6,980.65	2,663.84	5,442.28
Profit for the financial year from Continuing Operations	4,450.74	7,081.20	3,025.72	5,542.83
Profit for the financial year from Discontinuing Operations	(361.88)	(100.55)	(361.88)	(100.55)
Profit for the financial year (A)	4,088.86	6,980.65	2,663.84	5,442.28
Total Other Comprehensive Income/ Loss (B)	38.39	1,018.07	-32.43	0.76
Total Comprehensive Income for the financial year (A B)	4,127.25	7,998.72	2,631.41	5,443.04
Earnings Per Share (EPS in Rupees)
From Continuing Operations
Basic	6.52	10.37	4.43	8.12
Diluted	6.52	10.37	4.43	8.12
From Discontinuing Operations
Basic	(0.53)	(0.15)	(0.53)	(0.15)
Diluted	(0.53)	(0.15)	(0.53)	(0.15)

*Previous year''s figures are restated, regrouped, rearranged and recast, wherever considered necessary.

BUSINESS OVERVIEW

During the year under review (FY 2023-24), the world continued to have the crises that started during FY 2022-23. The geo-political situation kept the global economy stressed due to supply chain disruptions and the liquidity crunch in the global banking system. Various developed economies witnessed recessionary conditions. However, despite these uncertainties, the Indian economy has proven to be quite resilient. India also faced its own set of challenges, including the increase in interest rates and higher inflation.

However, the overall Indian industry remained stable and is progressing well.

During FY 2023-24, the consolidated total revenues of the Company stood at Rs. 967.92 crores compared with Rs. 932.02 crores in the previous FY 2022-23, registering a growth of 3.9% on a year-on-year basis. The filtration, drying and other equipment contributed approximately 39% of the revenue at Rs. 373.66 crores compared to Rs. 344.19 crores in the previous year, posting a growth of 8.6% on a year-on-year basis. The glass lined business contributed to the total revenue at Rs 496.76 crores in FY 2023-24 against Rs. 579.08 crores in the previous FY 2022-23. This also includes the impact of the consolidation of the Thaletec financials. The consolidated EBITDA for the year was Rs. 115.57 crores compared with Rs. 145.07 crores in the previous FY 202223. The Company reported EBITDA margins of 11.94 % against 15.6% in the previous FY 2022-23. The consolidated PAT stood at Rs. 40.89 crores compared with Rs. 69.81 crores in the previous FY 2022-23.

During recent times, the key end users of the Companyâs products viz. the Agrochemical, Specialty Chemical, Dyes, Pigment and the Active Pharmaceutical Ingredient manufacturers continued to grow, albeit at a lower rate. The order book of the Company for both the businesses continues to remain strong and this portends well for your Companyâs prospects in the foreseeable future. Your Directors attribute this improved performance, apart from the market growth and external factors, to various steps taken by the management in multiple facets of the business viz. increased manufacturing capacity, improvements in production processes, improved planning, focus on timely delivery and better marketing coverage.

â¢ SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Thaletec, GmbH and Thaletec Inc., USA

THALETEC GmbH (âThaletec") (a company incorporated in Germany) is a wholly owned subsidiary of the Company; and Thaletec in turn has a wholly owned subsidiary, Thaletec Inc., USA.

The Financial Highlights of Thaletec GmbH (including its step-down subsidiary) is as under:

Financial highlights

(Rs. In Lakhs)

Particulars	2023-2024	2022-2023
Total Income	29,384.39	28,372.72
Profit Before Finance costs, Tax, Depreciation and Amortization (after adjusting Other Comprehensive Income)	2,925.64	4,746.62
Profit Before Tax (after adjusting Other Comprehensive Income)	2,015.29	3,968.71
Profit After Tax (after adjusting Other Comprehensive Income)	1,346.95	2,780.79
Total Assets	21,886.46	19,304.73
Equity Share Capital	307.56	303.71
Other Equity	7,683.28	7,087.99
Total Equity	7,990.84	7,391.70

Kinam Group

The Company on 26^th September 2023, completed the acquisition of 35.56% profit share with a controlling interest in Kinam Engineering Industries (Kinam) (a partnership firm) for the purchase consideration of Rs.7,996.66 lakhs in cash. The Company had acquired 0.50% equity shareholding in Kinam Enterprise Private Limited (KEPL) for the purchase consideration of Rs. 3.34 lakhs in cash. A business succession agreement and a Shareholders agreement has been executed on 10^th January, 2024 to be effective from 1^st January, 2024 between Kinam, its partners and Kinam Engineering Industries Private Limited (KEIPL), a company

incorporated on 9^th October, 2023, for the business succession and functioning of KEIPL.

Further, the Board has approved an additional acquisition of 34.44% profit share and controlling interest in Kinam by raising the profit share with controlling interest to 70.00% subject to fulfilment of certain obligations and court approval for amalgamation of KEPL into the Company. The Company has already filed draft scheme of Amalgamation between KEPL and the Company with both the Stock Exchanges for their in-principle approval and the same is under process.

In view of the above, the financial information for FY 2023-2024 includes the performance of Kinam / KEIPL, KEPL which have become subsidiaries and also Kinam Process Equipment Private Limited (KPEPL) which have become step-down subsidiary (subsidiary of KEPL). The brief details of the subsidiaries is as under:

Kinam Engineering Industries (Kinam) (a partnership firm) / succeeded to Kinam Engineering Industries Pvt Ltd from 01^st January 2024 - Subsidiary

Kinam Enterprise Private Limited (KEPL) - Subsidiary

Kinam Process Equipments Private Limited (KPEPL) - step-down subsidiary (subsidiary of KEPL).

The Financial Highlights of Kinam (KEIPL) / KEPL/ KPEPL is as under:

Particulars	Kinam Engineering Industries / Kinam Engineering Industries Pvt Ltd. (26/09/23 to 31/03/24 )	Kinam Process Equipments Private Limited (01/10/23 to 31/03/24)	Kinam Enterprise Private Limited (01/10/23 to 31/03/24)
Total Income	9,001.83	258.25	-
Profit Before Finance costs, Tax, Depreciation and Amortization (after adjusting Other Comprehensive Income)	2,506.17	219.04	(11.08)
Profit Before Tax (after adjusting Other Comprehensive Income)	2,044.04	219.04	(11.08)
Profit After Tax (after adjusting Other Comprehensive Income)	1,392.89	219.04	(09.12)
Total Assets	29,234.61	926.78	668.54
Equity Share Capital	22,501.00	668.14	668.14
Other Equity	562.46	219.04	(9.11)
Total Equity	23,063.46	887.18	659.03

# The financial information includes from 26^th September 2023 to 31^st December 2023 related to Kinam

Engineering Industries (Partnership firm) and from 01^st January 2024 to 31^st March 2024 related of Kinam Engineering Industries Pvt Ltd., upon its succession.

Thaletec (Previously known as H L Equipments)

Thaletec (Previously known as H L Equipments) is a Partnership Firm, in which your Company owns 99% ownership interest. The partners of the Firm have entered into an amendment of Partnership Deed on 25^th August, 2023, for change of the name of the Firm from H L Equipments to Thaletec. The necessary name change in the records of the Registrar of Firms was done on 28^th March, 2024.

During the year there were no operations in the firm, however, it is anticipated to have the business activities in near future.

As per the requirements of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of subsidiary companies in Form AOC-1 is annexed hereto in Annexure-I and form part of this Report.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.1 (55%) per equity share of face value of Rs.2/- each for the

financial year ended March 31, 2024. The Dividend, subject to the approval of the Members at the 33^rd Annual General Meeting will be paid, within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

The Board of Directors had approved dividend of Rs.0.19 on 9.50% non -convertible cumulative redeemable preference share (NCCRPS). The dividend is 9.50% of the paid-up value of Rs.2 per share, (Rs. 8 has been redeemed as per the terms of issue of NCCRPS).

â¢ TRANSFER TO RESERVES

The Board of Directors of your Company have transferred Rs.1,000 lakhs to General Reserve for the financial year under review.

â¢ SHARE CAPITAL

Your Companyâs paid-up Share Capital as on March 31, 2024 was Rs.14.40 crores, comprising of 6,82,65,480 equity shares of Rs.2 each, fully paid up and 18,75,152, 9.50% nonconvertible cumulative redeemable preference shares

(NCCRPS) having paid-up value of Rs.2 per share (Rs.8 has been redeemed as per the terms of issue of NCCRPS).

During the financial year under review, your Company had redeemed 20% of the face value of 9.50% Non-Convertible Cumulative Redeemable Preference Shares at a premium of Rs.189.38 per share as per the terms of issue and out of the profits of the Company in accordance with Section 55 of the Companies Act, 2013.

Your Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Your Company has not issued any sweat equity shares during the financial year under review and hence no information as per the provisions of Section 54(1)(d) of the Companies Act, 2013read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Your Company has not issued any equity shares under any Employees Stock Option Scheme during the financial year under review and hence no information as per the provisions of Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information in connection therewith has been furnished.

During the year, the Company had not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

During the year, the Company had not made any provisions of money or had not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of the Companies Act, 2013 and Rules made thereunder.

DEPOSITS

Your Company had not accepted/ renewed any deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013 read with Chapter V and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-2024 and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date.

â¢ CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations in a timely manner. ICRA Limited has assigned its ratings with regards to the banking facilities enjoyed by your Company as âA" (for long term facilities) and A2 (for short-term facilities) with a stable outlook.

The details of credit ratings obtained by the Company are placed on the Companyâs website: https://hleglascoat.com/ wp-content/uploads/7071/08/577715 INTIMATION-OF-CRA-RATINGS-REG.-30 16.08.21.pdf.

â¢ PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS - UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013 have been provided in the note no. 31(b) to the consolidated Financial Statements and the note no. 30(c) to the Standalone Financial Statements. Your Company has complied with the provisions of Sections 186 of the Companies Act, 2013 to the extent applicable, with respect to the loans and investments made.

â¢ INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2023-2024 and in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Rules made thereunder:

â¢ Dividend amounting to Rs.16.01 lakhs pertaining to the financial year 2015-16, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

â¢ Rs.8.23 lakhs have been transferred to the IEPF Authority towards the final equity dividend declared for financial year 2022-2023 at the Annual General Meeting held on September 28, 2023, for the 7,48,350 equity shares held by the IEPF Authority.

â¢ 26,000 equity shares of Rs. 2 each have been transferred to the IEPF Authority after compliance of due procedures as prescribed and 9,000 shares have been credited to the Shareholders account against their claim, from the IEPF Authority.

â¢ DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal Officer of the

Company, for the purpose of coordination with Investor Education and Protection Fund Authority are as under:

Name: Achal Thakkar

Designation : Company Secretary and Nodal Officer Postal Address : H-106, GIDC Estate, Vitthal Udyognagar, Anand - 388121, Gujarat, India.

Telephone No. : 02692-236842-45 E-mail ID : [email protected]

The Company has also displayed the details of Nodal Officer at its website at www.hleglascoat.com.

â¢ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a policy on Related Party Transactions and the said Policy is available in Policies section on https://hleglascoat.com/wp-content/ uploads/2022/02/PQLICY-FQR-RELATED-PARTY-TRANSACTIONS 11.02.2022-1.pdf

During the financial year under review, your Company has entered into related party transactions on an armâs length basis and in the ordinary course of business and the same are in compliance with Section 188 of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Further, all such contracts/ arrangements/ transactions were placed before the meetings of the Audit Committee, Board of Directors and the Shareholders, as may be required, for their approval. Prior approval/s of the Audit Committee/ Board / Shareholders, as may be required, including omnibus approvals, if any, are obtained on an annual basis, which is reviewed and updated on a quarterly basis.

â¢ PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company in its regular course of business makes best effort to conserve the resources and continuously implements measures required to save energy. The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

exchange earnings and outgo, etc. are furnished in the Annexure-II, which forms part of this Report.

PARTICULARS OF REMUNERATION OF

DIRECTORS AND EMPLOYEES

A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in Annexure-III and forms part of this Report.

B. The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and forms part of this Report.

C. None of the employees of the Company have drawn remuneration of Rs.1,02,00,000 or more per annum or Rs. 8,50,000 or more per month or for any part of the year, except Mr. Himanshu Patel, Managing Director, whose remuneration details is mentioned in the Corporate Governance Report and except the persons whose details are mentioned in the Top 10 employees in Annexure IV, forming part of the Boardâs Report. There being no other employees falling under the subject category, the particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, exceeding two percent of the equity shares of the Company.

ANNUAL RETURN

The Annual Return for the financial year 2023-2024 has been uploaded on the Companyâs website: https:// hleglascoat.com/corporate-governance/in accordance with the provisions of Section 134 of the Companies Act, 2013.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT [BRSR]

Pursuant to the provisions of Regulation 34(2)(f)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/ CFD/

CMD/10/2015 dated November 4, 2015 and the Business Responsibility & Sustainability Report detailing the various initiatives taken by the Company on the environmental, social and governance front, is annexed hereto in Annexure-V and forms part of this Report.

â¢ CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance is annexed hereto in Annexure-VI and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by Mr. D. G. Bhimani (CP No. 6628), proprietor of M/s. D. G. Bhimani & Associates, Practising Company Secretaries, Anand confirming to the compliance with the conditions of Corporate Governance, is also annexed hereto which forms part of this Report.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Management Discussion and Analysis is annexed hereto in Annexure-VII and forms part of this Report.

â¢ RISK MANAGEMENT

Your Company recognizes the importance of managing risk in the business to sustain growth. Pursuant to provisions of Regulations 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act,2013 (âthe Act") and other applicable provisions, if any, the Board of Directors of the Company has approved and framed âRisk Management Policy" of the Company, which is available on the website of the Company at https://hleglascoat.com/wp-content/ uploads/2Q21/Q9/HGL Risk-Management-Policy.pdf. The Risk Management Policy has a detailed risk assessment and minimization procedures and wherein all material risks faced by your Company are identified and assessed. The Risk Management Policy adopted by your Company establishes a structured and disciplined approach to Risk Management, in order to guide the Board on decisions on risk related issues and to mitigate various risks viz. economic risk, production risk, inventory management risk, technology risk, competition risk, financial risk, raw material price fluctuation risk, pandemic risk, human resource risk, reputation risk, legal risk, regulatory risk, cyber risk, etc.

Your Company has also formed a Risk Management Committee, having the following members:

a. Mr. Aalap Patel - Chairperson (Executive Director)

b. Mr. Sandeep Randery - Member (Independent Director)

c. Mr. Yatish Parekh - Member (Independent Director)

During the year 2023-2024 , Three (03) Meetings were held on May 29, 2023, November 6, 2023 and February 13, 2024 wherein, all the major and important risks identified for the Company and relevant mitigation measures were reviewed and discussed.

The main objective of this Policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the Companyâs business and processes.

The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis Report.

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) C read with 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; and

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors of your Company are well experienced with expertise in their respective fields of technical, financial, strategic and operational management and administration. None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with your Company except as stated elsewhere in this Report and in the notes to the accounts.

Mr. Aalap Patel, Executive Director (DIN: 06858672), is retiring by rotation and being eligible, have offered himself for re-appointment at the ensuing Annual General Meeting. The brief profile of Mr. Aalap Patel has been given in the Notice convening the Annual General Meeting.

The day-to-day operations of your Company are managed by its Key Managerial Personnel (âKMPâ) viz. the Managing Director, the Executive Director, the Chief Financial Officer and the Company Secretary. As required under the provisions of Section 203 of the Companies Act, 2013, Mr. Himanshu Patel (DIN 00202312), Managing Director, Mr. Aalap Patel (DIN 06858672), Executive Director, Mr. Harsh Patel (DIN: 00141863), Whole-Time Director, Mr. Naveen Kandpal, Chief Financial Officer of the Company and Mr. Achal Thakkar, Company Secretary are the Key Managerial Personnel of your Company as on the date of this Report.

Policy on Directorsâ Appointment and Remuneration including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director.

The Nomination and Remuneration Committee has formulated the Policies relating to the appointment and remuneration of the Directors of your Company, laying down criteria for determining qualification, positive attributes, independence of directors, etc. The Policy is available on the Companyâs website: https://hleglascoat.com/wp-content/uploads/2021/04/POLICY-FOR-APPOINTMENT-OF-DIRECTORS1.pdf.

â¢ BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

The Board of Directors has constituted the following Statutory Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Independent Directorsâ Committee

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the year under review are given in the Corporate Governance Report annexed hereto and forming part of this Report.

â¢ NUMBER OF BOARD MEETINGS

The Company has complied with the of the Companies Act, 2013, Listing Regulations and Secretarial Standard - 1 (SS-1) for holding Board Meetings and the gap between two meetings did not exceed 120 days. Six (6) Meetings of the Board of Directors of the Company were held during the year under review on May 29, 2023, July 31, 2023, August

07. 2023, September 26, 2023, November 06, 2023 and February 13, 2024.

â¢ DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and they hold high standards of integrity. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

â¢ PERFORMANCE EVALUATION OF THE DIRECTORS

During the financial year 2023-2024, the Board of Directors of your Company has carried out an Annual Performance Evaluation of the Board, its Committees and all the individual Directors as per the Companyâs Policy for Performance Evaluation of Directors.

(i) The Board, in its Meeting held on February 13, 2024, has carried out the evaluation task of the entire Board, the Committees of the Board, the Chairman, the Managing Director, the Executive Director, the Whole-Time Director, the Non-Executive Director and the Independent Directors individually, for the period from January 1, 2023 to December 31, 2023. In accordance with the provisions of the Section 149 of the Companies Act, 2013 read with Schedule IV, annual performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated.

The performance of each Independent Director has been evaluated on various parameters like ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Board was satisfied that each of the Independent Directors has been acting professionally and has brought his/ her rich experience in the deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting held on February 13, 2024, carried out the performance evaluation of all the non-Independent Directors and the Board as a whole, with special attention to the performance of the Chairperson of the Company for the period from January 1, 2023 to December 31, 2023. The various criteria considered for the purpose of evaluation included composition of the board, ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Independent Directors were of the view that the Chairperson and all the other non-Independent Directors were competent and the results of the evaluation were satisfactory and adequate to meet your Companyâs requirements.

(iii) The Nomination and Remuneration Committee, in its Meeting held on February 13, 2024, reviewed the performance of the Executive Directors of the Company with special attention to the leadership criteria for the Managing Director, the Executive Director and Whole-Time Director for the period from January 1, 2023 to December 31, 2023.The various

criteria considered for purpose of evaluation included ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Committee was of the view that the Managing Director, Executive Director and WholeTime Director were capable and the results of the evaluation were satisfactory and adequate to meet your Companyâs requirements.

The Board also expressed its satisfaction over the process of evaluation.

â¢ CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance with the provisions of Section 135 of the Companies Act, 2013, details of which are provided in the Corporate Governance Report annexed hereto and forming part of this Report. The CSR Policy of your Company as approved by the Board of Directors is available on the Companyâs website: https://hleglascoat.com/wp-content/uploads/2021/04/ Csr-Policy.pdf in the Corporate Social Responsibility section.

The CSR activities as required to be undertaken under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companyâs CSR Policy, total amount to be spent under the CSR Policy for the financial year 2023-2024, amount unspent and the reason for the unspent amount, is annexed hereto in Annexure-VIII and forms part of this Report.

â¢ VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy as envisaged under the provisions of Section 177 (9) of the Companies Act, 2013 and the Rules made thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The Policy provides for protecting confidentiality of those reporting violation(s) and restricts any discriminatory practices against them. The mechanism provides for adequate safeguards against victimisation of employee(s) and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Policy covers malpractices and/ or events related to all issues that could have grave impact on the operations and performance of the business of your Company. The

concerned matters are to be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil Mechanism of your Company.

During the financial year 2023-2024 no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee, who have been appointed as the Whistle Blower Officers of the Company.

The details of establishment of Vigil mechanism/ Whistle Blower policy and the contact details of the Whistle Blower QfficersareavailableontheCompanyâswebsite:https://www. hleglascoat.com/wp-content/uploads/2023/08/HGL-WHISTLE-BLOWER-POLICY-VIGIL-MECHANISM 12.06.2021-R.pdf.

â¢ DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted the Dividend Distribution Policy at its Meeting held on June 12, 2021 which is available on the Companyâs Website at https://hleglascoat.com/corporate-governance/.

â¢ PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

Your Company has framed a Policy against sexual harassment and a formal process for dealing with complaints relating to harassment or discrimination. The said Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (âICCâ) to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace. No unresolved complaints were there as on the start of the financial year, no complaints were received during the year and no complaints were pending to be resolved as at the end of the financial year.

â¢ MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of your Company which have occurred during the period between the end of the financial year to which the financial statements relate and the date of this Report.

â¢ INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has strong integrated systems for internal financial control system commensurate with the size and

scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companyâs policies, safeguarding of Companyâs assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon if any, were presented to the Audit Committee of the Board.

In accordance with the requirements of the Section 143(3) (i) of the Companies Act, 2013, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

â¢ STATUTORY AUDITORS AND INDEPENDENT AUDITORS'' REPORT

M/s. M M Nissim & Co LLP, Chartered Accountants, Mumbai (Firm Registration No. 107122W/W100672) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years at the 31^st Annual General Meeting to hold the office from conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting.

The Auditors Report given by M/s. M M Nissim & Co LLP, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer of opinion in their Report.

In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act) and revised Secretarial Standard-2, the requirement of ratification of the appointment of the Statutory Auditors in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has not been placed as an agenda item in the AGM Notice for the approval of the shareholders.

â¢ REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Companies Act, 2013, during the financial year under review, to the Audit Committee or the Board of Directors.

â¢ SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Company had appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (CP No. 6628) as the Secretarial Auditors for the financial year 2023-2024 in accordance with Section 204 of the Companies Act, 2013. The Report on Secretarial Audit issued by the Secretarial Auditor for the financial year 2023-2024, in Form MR-3, is annexed hereto in Annexure- IX and forms part of this Report. There is no qualification, reservation or adverse remark or any disclaimer of opinion in their Report.

In terms of Section 204 of the Companies Act 2013, on the recommendation of the Audit Committee, the Board has appointed M/s. N. M. & Co., Practicing Company Secretaries (C P No. 9651), as the Secretarial Auditors for the financial year 2024-25. The Company has received the consent from M/s. N. M. & Co. for the said appointment.

â¢ COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

â¢ INTERNAL AUDITORS

M/s CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) had conducted the internal audit of your Company for the Anand works for the financial year 2023-2024; and M/s. AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) had conducted the internal audit of your Company for the Maroli works and for the Silvassa Works for the financial year 2023-2024.

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Audit Committee, the Company has appointed M/s CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) and M/s AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) as the Internal Auditors, for the Anand works and the Maroli & Silvassa Works respectively for the financial year 2024-25.

The Company has received the consent from the respective firms for their said appointment.

â¢ COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed under the said rules. The cost audit for the financial year 2023-2024 of the said records was carried out by M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), the Cost Auditors appointed by the Company.

Further, the Board on the recommendation of the Audit Committee has appointed M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), as the Cost Auditors of the Company for the financial year 2024-2025. The Company has received the consent from them for their re-appointment. Accordingly, the Board of Directors recommends to the Members, the resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2024-2025 as per details provided in the Notice of the ensuing Annual General Meeting.

â¢ LISTING REGULATIONS COMPLIANCE / LISTING ON NSE

The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Secretarial Standards. There has been no penalty / stricture imposed on the Company by Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during last three financial years.

â¢ DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

No significant and material orders were passed by the Regulators or the Courts or Tribunals during the year under review.

â¢ PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2024.

â¢ GENERAL

^â¢ During the year under review, there was no change in nature of business of the Company.

â¢ During the year under review, there was no one time settlement with the Banks/ Financial institutions.

â¢ ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to thank your Companyâs customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees to the operations of your Company for its continued growth and success.

By the Order of the Board of HLE Glascoat Limited

Sd/- Sd/-

Himanshu Patel Aalap Patel

Date: May 27, 2024 Managing Director Executive Director

Place: Silvassa , Dadra & Nagar Haveli (DIN: 00202312) (DIN: 06858672)

Mar 31, 2023

Your directors are pleased to present the 32^nd Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

â¢ FINANCIAL HIGHLIGHTS				(Rs. in Lakhs)
PARTICULARS	Consolidated 2022-23 2021-22		Standalone 2022-23 2021-22
Revenue from Operations	93,152.21	65,221.82	64,946.44	50,848.93
Other Income	805.16	775.70	1,165.65	1,358.33
Total Income	93,957.37	65,997.52	66,112.09	52,207.26
Profit before Finance Costs, Depreciation, Exceptional Items,	14,507.30	11,762.92	10,633.17	10,129.87
Extraordinary Items and Tax
Less: Finance Costs	2,304.61	1,297.64	2,154.59	1,123.84
Profit before Depreciation, Exceptional Items, Extraordinary	12,202.69	10,465.28	8,478.58	9,006.03
Items and Tax
Less: Depreciation/ Amortisation/ Impairment	2,269.88	1,122.58	1,257.30	909.18
Profit before Exceptional Items, Extraordinary Items and Tax	9,932.81	9,342.70	7,221.28	8,096.85
Less: Exceptional Items and Extraordinary Items	0.00	911.42	0.00	0.00
Profit before Tax	9,932.81	8,431.28	7,221.28	8,096.85
Less: Current Tax, net of earlier year adjustments	2,593.21	2,568.77	1,564.73	1,883.82
Less: Deferred Tax	358.95	39.17	214.27	36.55
Profit after Tax for the financial year (A)	6,980.65	5,823.34	5,442.28	6,176.48
Profit for the financial year from Continuing Operations	7,081.20	6,067.10	5,542.83	6,420.24
Profit for the financial year from Discontinuing Operations	(100.55)	(243.76)	(100.55)	(243.76)
Profit for the financial year (A)	6,980.65	5,823.34	5,442.28	6,176.48
Total Other Comprehensive Income/ Loss (B)	1,018.07	(53.82)	0.76	38.60
Total Comprehensive Income for the financial year (A B)	7,998.72	5,769.52	5,443.04	6,215.08
Earnings Per Share (EPS in Rupees)
From Continuing Operations
Basic	10.37	8.89	8.12	9.40
Diluted	10.37	8.89	8.12	9.40
From Discontinuing Operations
Basic	(0.15)	(0.36)	(0.15)	(0.36)
Diluted	(0.15)	(0.36)	(0.15)	(0.36)
*Previous year''s figures are restated, regrouped, rearranged and recast, wherever considered necessary.

The Company completed the acquisition of 100% shareholding in Thaletec GmbH, Germany on 17^th December, 2021 and the financial information for FY2022 includes the performance of Thaletec GmbH and its wholly owned subsidiary Thaletec Inc., USA for the period commencing from that date.

â¢ BUSINESS OVERVIEW

During the year under review (FY2022-23), the world grappled with overlapping crises. The geo-political situation kept the global economy stressed due to supply chain disruptions and the liquidity crunch in the global banking system. Various developed economies witnessed recessionary conditions. However, despite these uncertainties, the Indian economy has proven to be quite resilient. India also faced its own set of challenges, including the increase in interest rates and higher inflation. However, the overall Indian industry remained stable and is progressing well.

During FY2022-23, the consolidated total revenues of the Company stood at Rs. 931.52 crores compared with Rs. 652.22 crores in the previous year (FY2021-22), registering a growth of 42.8% on a year-on-year basis. The filtration, drying and other equipment contributed approximately 37% of the revenue at Rs. 344.21 crores compared to Rs. 314.11 crores in the previous year, posting a growth of 9.6% on a year-on-year basis. The glass lined business contributed to the total revenue at Rs. 578.56 crores in FY2022-23 against Rs. 330.03 crores during the last year, a growth of 75.3% on a year-on-year basis. This also includes the full year impact of the consolidation of the Thaletec financials. The consolidated EBITDA for the year was Rs. 145.07 crores compared with Rs. 117.63 crores, a growth of 23.3% year-on-year. The Company reported EBITDA margins of 15.6% against 18.0% of FY2021-22. The consolidated PAT stood at Rs. 69.81 crores compared with Rs. 58.23 crores, a growth of around 19.9% year-on-year.

During recent times, the key end users of the Company''s products viz. the Agrochemical, Specialty Chemical, Dyes, Pigment and the Active Pharmaceutical Ingredient manufacturers continued to grow, albeit at a lower rate. The order book of the Company for both the businesses continues to remain strong and this portends well for your Company''s prospects in the foreseeable future. Your Directors attribute this improved performance, apart from the market growth and external factors, to various steps taken by the management in multiple facets of the business viz. increased manufacturing capacity, improvements in production processes, improved planning, focus on timely delivery and better marketing coverage.

â¢ DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Thaletec, GmbH and Thaletec Inc., USA

THALETEC GmbH (âThaletecâ) (a company incorporated in Germany) is a wholly owned subsidiary of the Company; and Thaletec inturn has a wholly owned subsidiary, Thaletec Inc., USA.

As per the requirements of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiary companies in Form AOC-1 is annexed hereto in Annexure-I and form part of this Report

The Financial Highlights of Thaletec is as under:

Financial highlights
Particulars	2022-23	2021-22*
Total Income	28,352.46	7,634.18
Profit Before Finance costs, Tax, Depreciation and Amortization (after adjusting Other Comprehensive Income)	4,746.87	1,230.35
Profit Before Tax (after adjusting Other Comprehensive Income)	3,968.96	992.99
Profit After Tax (after adjusting Other Comprehensive Income)	2,781.05	698.04
Total Assets	18,982.00	16,561.49
Equity Share Capital	303.71	284.41
Other Equity	7,087.99	4,541.73
Total Equity	7,391.70	4,826.14
*Previous year''s figures are restated, regrouped, rearranged and recast, wherever considered necessary.

The Company completed the acquisition of 100% shareholding in Thaletec GmbH, Germany on 17^thDecember, 2021 and the financial information includes the performance of Thaletec GmbH and its wholly owned subsidiary Thaletec Inc.,USA for the period commencing from that date.

Your Company continues to remain the undisputed market leader in the filtration and drying segment. In the glass lined equipment segment, your Company continues to consolidate its position with increasing market share and is a reputed name amongst the user industries.

Your Company''s subsidiary Thaletec''s revenue from operations for the year 2022-23 was Rs.28,102.21 lakhs compared to Rs.7,555.10 lakhs during the previous year.

H L Equipments (âHLEQâ or âthe Firmâ)

H L Equipments is a Partnership Firm, in which your Company owns 99% ownership interest.

The Firm achieved a sales turnover of Rs. 1670.09 lakhs (previous year Rs. 8633.32 lakhs) till May, 2022, incurred EBITDA loss of Rs. (60.56 lakhs) (previous year EBITDA profit of Rs. 1,237.59 lakhs.). Since Company''s greenfield plant became operational from May, 2022 which is having considerably higher capacity and potential for future growth. The Firm gradually scaled down its operations and the manufacturing operations from its own plant.

â¢ DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.10 (@ 55 %) per equity share of face value of Rs.2/-each for the financial year ended March 31, 2023. The Dividend, subject to the approval of Members at the Annual General Meeting will be paid, within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

The Board of Directors had approved dividend of Rs.0.38 on 9.50% non -convertible, cumulative, redeemable preference share (NCCRPS). The dividend is 9.50% of the paid-up value of Rs.4 per share, (Rs. 6 has been redeemed as per the terms of issue of NCCRPS).

â¢ TRANSFER TO RESERVES

The Board of Directors of your Company have transferred Rs.2,000 lakhs to General Reserve for the year under review.

â¢ SHARE CAPITAL

Your Company''s paid-up Share Capital as on March 31, 2023 was Rs.14.78 crores, comprising of 6,82,65,480 equity shares of Rs.2 each, fully paid up and 18,75,152, 9.50% non-convertible cumulative redeemable preference shares (NCCRPS) having paid-up value of Rs. 4 per share (Rs. 6 has been redeemed as per the terms of issue of NCCRPS).

During the financial year under review, your Company had redeemed 20% of the face value of 9.50% Non-Convertible Cumulative Redeemable Preference Shares at a premium of Rs.189.38 per share as per the terms of issue out of the profits of the Company in accordance with Section 55 of the Companies Act, 2013.

During the financial year, upon approval by the shareholders and completion of other regulatory procedures for the subdivision of equity shares, the equity share of face value of Rs. 10 (Rupees Ten) fully paid up has been sub-divided into 5 equity shares of face value of Rs. 2 (Rupees Two) fully paid-up with effect from October 19, 2022.

Your Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 (âActâ) read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

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

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

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information in connection therewith has been furnished.

During the year, the Company had not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

â¢ DEPOSITS

Your Company had not accepted/ renewed any deposits from the public or the Members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2022-23 and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date.

â¢ CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations in a timely manner. ICRA Limited has assigned its ratings with regards to the banking facilities enjoyed by your Company as âAâ (for long term facilities) and A2 (for short-term facilities) with a stable outlook.

The details of credit ratings obtained by the Company are placed on the Company''s website: https://hleglascoat.com/ wp-content/uploads/2021/08/522215 INTIMATION-OF-CRA-RATINGS-REG.-30 16.08.21.pdf.

â¢ PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS - UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Act, have been provided in the note no. 28(c) to the Financial Statements. Your Company has complied with the provisions of Sections 186 of the Act to the extent applicable, with respect to the loans and investments made.

â¢ INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2022-23 and in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Rules made thereunder:

â¢ Dividend amounting to Rs.17.43 lakhs pertaining to the financial year 2014-15, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

â¢ Rs.7.13 lakhs have been transferred to the IEPF Authority towards the final equity dividend declared for financial year 2021-22 at the Annual General Meeting held on September 1, 2022, for the 1,42,530 equity shares held by the IEPF Authority.

â¢ 39,000 equity shares of Rs. 2 each have been transferred to the IEPF Authority after compliance of due procedures as prescribed and 12,500 shares have been claimed by the Shareholders from the IEPF Authority.

â¢ DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal Officer of the

Company, for the purpose of coordination with Investor Education and Protection Fund Authority are as under:

Name: Achal S Thakkar

Designation : Company Secretary and Nodal Officer Postal Address : H-106, GIDC Estate, Vitthal Udyognagar, Anand - 388121, Gujarat, India.

Telephone No. : 02692-236842-45 E-mail ID : [email protected]

The Company has also displayed the details of Nodal Officer at its website at www.hleglascoat.com

â¢ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a policy on Related Party Transactions and the said Policy is available in Policies section on https://hleglascoat.com/wp-content/ uploads/2022/02/POLICY-FOR-RELATED-PARTY-TRANSACTIONS 11.02.2022-1.pdf

During the financial year under review, your Company has entered into related party transactions on an arm''s length basis and in the ordinary course of business and the same are in compliance with Section 188 of the Act and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Further, all such contracts/ arrangements/ transactions were placed before the meetings of the Audit Committee, Board of Directors and the Shareholders, as may be required, for their approval. Prior approval/s of the Audit Committee/ Board / Shareholders, as may be required, including omnibus approvals, if any, are obtained on an annual basis, which is reviewed and updated on a quarterly basis.

â¢ PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company in its regular course of business makes best effort to conserve the resources and continuously implements measures required to save energy. The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies

(Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are furnished in the Annexure-II, which forms part of this Report.

â¢ PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in Annexure-III and forms part of this Report.

B. The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and forms part of this Report.

C. None of the employees of the Company have drawn remuneration of Rs.1,02,00,000 or more per annum or Rs. 8,50,000 or more per month or for any part of the year, except Mr. Himanshu Patel, Managing Director, whose remuneration details is mentioned in the Corporate Governance Report. There being no other employees falling under the subject category, the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, exceeding two percent of the equity shares of the Company.

â¢ ANNUAL RETURN

The Annual Return for the financial year 2022-23 has been uploaded on the Company''s website: https://hleglascoat. com/corporate-governance/ in accordance with the provisions of Section 134 of the Act.

â¢ BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT [BRSR]

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/ CFD/ CMD/10/2015 dated November 4, 2015 and the Business Responsibility & Sustainability Report detailing the various initiatives taken by the Company on the environmental, social and governance front, is annexed hereto in Annexure-V and forms part of this Report.

â¢ CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance is annexed hereto in Annexure-VI and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by Mr. D. G. Bhimani (C P No. 6628), proprietor of M/s. D. G. Bhimani & Associates, Practising Company Secretaries, Anand confirming to the compliance with the conditions of Corporate Governance, is also annexed hereto which forms part of this Report.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Management Discussion and Analysis is annexed hereto in Annexure-VII and forms part of this Report.

â¢ RISK MANAGEMENT

Your Company recognizes the importance of managing risk in the business to sustain growth. Pursuant to provisions of Regulations 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act,2013 (âthe Actâ) and other applicable provisions, if any, the Board of Directors of the Company has approved and framed âRisk Management Policyâ of the Company, which is available on the website of the Company at https://hleglascoat.com/wp-content/ uploads/2021/09/HGL Risk-Management-Policy.pdf. The Risk Management Policy has a detailed risk assessment and minimization procedures and wherein all material risks faced by your Company are identified and assessed. The Risk Management Policy adopted by your Company

establishes a structured and disciplined approach to Risk Management, in order to guide the Board on decisions on risk related issues and to mitigate various risks viz. economic risk, production risk, inventory management risk, technology risk, competition risk, financial risk, raw material price fluctuation risk, pandemic risk, human resource risk, reputation risk, legal risk, regulatory risk, cyber risk, etc.

Your Company has also formed a Risk Management Committee, having the following members:

a. Mr. Aalap Patel - Chairperson (Executive Director)

b. Mr. Sandip Randery - Member (Independent Director)

c. Mr. Yatish Parekh - Member (Independent Director)

During the year 2022-23, Three (03) Meetings were held on May 23, 2022, November 9, 2022 and February 11, 2023 wherein, all the major and important risks identified for the Company and relevant mitigation measures were reviewed and discussed.

The main objective of this Policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the Company''s business and processes.

The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis section.

â¢ DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) C read with 134(5) of the Act, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors of your Company are well experienced with expertise in their respective fields of technical, finance, strategic and operational management and administration. None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Act. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with the Company except as stated elsewhere in this Report and in the notes to the accounts.

Mr. Harsh Patel (DIN: 00141863), Whole-time Director, is retiring by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. The brief profile of Mr. Harsh Patel has been given in the Notice convening the Annual General Meeting.

Mr. Jayesh Shah (DIN: 03570056) have been appointed by the Board as an Independent Director w.e.f. November 03, 2018. It is proposed to appoint him as an Independent Director for a second term of five (5) years, commencing from November 03, 2023. The brief profile and other details have been given in the Notice convening the Annual General Meeting.

The day-to-day operations of your Company are managed by its Key Managerial Personnel (âKMPâ) viz. the Managing Director, Executive Director, the Chief Financial Officer and the Company Secretary. As required under the provisions of Section 203 of the Act, Mr. Himanshu Patel (DIN 00202312), Managing Director, Mr. Aalap Patel (DIN 06858672), Executive Director, Mr. Harsh Patel (DIN: 00141863), Whole-Time Director, Mr. Naveen Kandpal, Chief Financial Officer of the Company and Mr. Achal Thakkar, Company Secretary (w.e.f. May 10, 2022) are the Key Managerial Personnel of your Company as on the date of this Report.

Policy on Directors'' Appointment and Remuneration, including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director.

The Nomination and Remuneration Committee has formulated the Policies relating to the appointment and remuneration of the Directors of your Company, laying down criteria for determining qualification, positive attributes, independence of directors, etc. The Policy is available on the Company''s website: https://hleglascoat. com/wp-content/uploads/2021/04/POLICY-FOR-APPOINTMENT-OF-DIRECTORS1.pdf.

â¢ BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

The Board of Directors has constituted the following Statutory Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

â¢ NUMBER OF BOARD MEETINGS

The Company has complied with the provisions for holding Board Meetings and the gap between two meetings did not exceed 120 days. Five (5) Meetings of the Board of Directors of the Company were held during the year under review on May 23, 2022, June 6, 2022, August 10, 2022, November 9, 2022 and February 11, 2023.

â¢ DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or

situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and they hold high standards of integrity. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

â¢ PERFORMANCE EVALUATION OF THE DIRECTORS

During the financial year 2022-23, the Board of Directors of your Company has carried out an Annual Performance Evaluation of the Board, its Committees and all the individual Directors as per the Company''s Policy for Performance Evaluation of Directors.

(i) The Board, in its Meeting held on February 11, 2023, has carried out the evaluation task of the entire Board, the Committees of the Board, the Chairman, the Managing Director, the Executive Director, the Whole-Time Director, the Non-Executive Director and the Independent Directors individually, for the period from January 1, 2022 to December 31, 2022. In accordance with the provisions of the Section 149 of the Act read with Schedule IV, annual performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated.

(ii) The Independent Directors, in their separate Meeting held on February 11, 2023, carried out the performance evaluation of all the non-Independent Directors and the Board as a whole, with special

attention to the performance of the Chairperson of the Company for the period from January 1, 2022 to December 31, 2022. The various criteria considered for the purpose of evaluation included composition of the board, ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Independent Directors were of the view that the Chairperson and all the other non-Independent Directors were competent and the results of the evaluation were satisfactory and adequate to meet your Company''s requirements.

(iii) The Nomination and Remuneration Committee, in its Meeting held on February 11, 2023, reviewed the performance of the Executive Directors of the Company with special attention to the leadership criteria for the Managing Director and the Executive Director for the period from January 1, 2022 to December 31, 2022 and for the Whole-Time Director for the period from October 1, 2022 to December 31, 2022. The various criteria considered for purpose of evaluation included ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Committee was of the view that the Managing Director, Executive Director and Whole-Time Director were capable and the results of the evaluation were satisfactory and adequate to meet your Company''s requirements.

The Board also expressed its satisfaction over the process of evaluation.

â¢ CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance with the provisions of Section 135 of the Act, details of which are provided in the Corporate Governance Report annexed hereto and forming part of this Report. The CSR Policy of your Company as approved by the Board of Directors is available on the Company''s website: https:// hleglascoat.com/wp-content/uploads/2021/04/Csr-Policy.pdf in the Corporate Social Responsibility section.

The CSR activities as required to be undertaken under Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company''s CSR Policy, total amount to be spent under the CSR Policy for the financial year 2022-23, amount unspent and the reason for the unspent amount, is annexed hereto in Annexure-VIM and forms part of this Report.

â¢ VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy as envisaged under the provisions of Section 177 (9) of the Act and the Rules thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The Policy provides for protecting confidentiality of those reporting violation(s) and restricts any discriminatory practices against them. The mechanism provides for adequate safeguards against victimisation of employee(s) and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Policy covers malpractices and/ or events related to all issues that could have grave impact on the operations and performance of the business of your Company. The concerned matters are to be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil Mechanism of your Company.

During the financial year 2022-23 no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee, who have been appointed as the Whistle Blower Officers of the Company.

The details of establishment of Vigil mechanism/ Whistle Blower policy and the contact details of the whistle blower officers are available on the Company''s website: https://hleglascoat.com/wp-content/uploads/2021/04/ WHISTLE-BLOWER.pdf.

â¢ DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Board of Directors of the Company has adopted the Dividend Distribution Policy at its Meeting held on June 12, 2021 which is available on the Company''s Website at https://hleglascoat.com/corporate-governance/.

â¢ PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (''ICC'') to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace. No unresolved complaints were there as on the start of the financial year, no complaints were received during the year and no complaints were pending to be resolved as at the end of the financial year.

â¢ MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of your Company which have occurred during the period between the end of the financial year to which the financial statements relate and the date of this Report.

â¢ INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has strong integrated systems for internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon if any, were presented to the Audit Committee of the Board.

In accordance with the requirements of the Section 143(3) (i) of the Act, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

â¢ STATUTORY AUDITORS AND INDEPENDENT AUDITORSâ REPORT

M/s. M M Nissim & Co LLP, Chartered Accountants, Mumbai (Firm Registration No. 107122W/W100672) have been

appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years at the 31^st Annual General Meeting to hold the office from conclusion of 31^st Annual General Meeting to conclusion of 36^th Annual General Meeting.

The Auditors Report given by M/s. M M Nissim & Co LLP, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2023, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditors in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has not been placed as an agenda item in the AGM Notice for the approval of the shareholders.

â¢ REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

â¢ SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Company had appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (C P No. 6628) as the Secretarial Auditors for the financial year 2022-23 in accordance with Section 204 of the Act. The Report on Secretarial Audit issued by the Secretarial Auditor for the financial year 2022-23, in Form MR-3, is annexed hereto in Annexure- IX and forms part of this Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In terms of Section 204 of the Companies Act 2013, on the recommendation of the Audit Committee, the Board has appointed M/s. D. G. Bhimani and Associates, Practicing Company Secretaries (C P No. 6628), as the Secretarial Auditors for the financial year 2023-24. The Company has received the consent from M/s. D. G. Bhimani and Associates for the said appointment.

â¢ COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Directors of your Company confirm that the applicable Secretarial Standards prescribed for the Board and General Meetings by the Institute of Company Secretaries of India and notified by the Central Government have been complied with during the financial year under review.

â¢ INTERNAL AUDITORS

M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) had conducted the internal audit of your Company for the Anand works for the financial year 2022-23; and M/s. AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) had conducted the internal audit of your Company for the Maroli works and for the Silvassa Works for the financial year 2022-23.

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Audit Committee, the Company has appointed M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) and M/s. AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) as the Internal Auditors, for the Anand works and the Maroli & Silvassa Works respectively for the financial year 2023-24.

The Company has received the consent from the respective firms for their said appointment.

â¢ COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed under the said rules. The cost audit for the financial year 2022-23 of the said records was carried out by M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), the Cost Auditors appointed by the Company.

Further, the Board on the recommendation of the Audit Committee has appointed M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), as the Cost Auditors of the Company for the financial year 2023-24. The Company has received the consent from them for their re-appointment. Accordingly, the Board of Directors recommends to the Members, the resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2023-24 as per details provided in the Notice of the ensuing Annual General Meeting.

â¢ LISTING REGULATIONS COMPLIANCE / LISTING ON NSE

During the year under review, the Company has also got its equity shares listed with National Stock Exchange of India Limited (NSE) w.e.f. February 9, 2023. Further, NSE had already suo-moto allowed trading of Company''s equity

shares on their platform vide their circular dated February 18, 2021, since the market cap of the Company increased, with effect from February 18, 2021.

The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Secretarial Standards. There has been no penalty / stricture imposed on the Company by Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during last three financial years.

â¢ DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

No significant and material orders were passed by the Regulators or the Courts or Tribunals during the year under review.

â¢ PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

â¢ GENERAL

â¢ During the year under review, there was no change in nature of business of the Company.

â¢ During the year under review, there was no one time settlement with the Banks/ Financial institutions.

â¢ ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to thank your Company''s customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees to the operations of your Company for its continued growth and success.

By the Order of the Board of HLE Glascoat Limited

Sd/-

Himanshu Patel

Managing Director (DIN: 00202312)

Sd/-Aalap Patel

Date : May 29, 2023 Executive Director

Place : Maroli (DIN:06858672)

Mar 31, 2022

Your directors are pleased to present the 31^st Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

? FINANCIAL HIGHLIGHTS			(Rs. in Lakhs, except EPS)
PARTICULARS	Consolidated		Standalone
PARTICULARS	2021-22	2020-21*	2021-22	2020-21*
Revenue from Operations	65,221.82	48,448.93	50,848.93	42,071.11
Other Income	803.56	393.32	1,386.31	1,200.33
Total Income	66,025.38	48,842.35	52,235.24	43,271.44
Profit before Finance Costs, Depreciation, Exceptional Items, Extraordinary Items and Tax	11,776.38	9,558.77	10,137.19	8,929.07
Less: Finance Costs	1,311.10	973.70	1,131.16	943.35
Profit before Depreciation, Exceptional Items, Extraordinary Items and Tax	10,465.28	8,585.07	9,006.03	7,985.72
Less: Depreciation/Amortisation/Impairment	1,122.58	860.99	909.18	836.55
Profit before Exceptional Items, Extraordinary Items and Tax	9,342.70	7,724.08	8,096.85	7,149.17
Less: Exceptional Items and Extraordinary Items	911.42	-	-	-
Profit before Tax	8,431.28	7,724.08	8,096.85	7,149.17
Less: Current Tax, net of earlier year adjustments	2,568.77	2,396.05	1,883.82	1,926.53
Less: Deferred Tax	39.17	(9.07)	36.55	(12.09)
Profit after Tax for the financial year (A)	5,823.34	5,337.10	6,176.48	5,234.73
Profit for the financial year from Continuing Operations	6,067.10	5,113.99	6,420.24	5,011.62
Profit for the financial year from Discontinuing Operations	(243.76)	223.11	(243.76)	223.11
Profit for the financial year (A)	5,823.34	5,337.10	6,176.48	5,234.73
Total Other Comprehensive Income/Loss (B)	131.80	(39.54)	38.60	(39.54)
Total Comprehensive Income for the financial year (A B)	5,955.14	5,297.56	6,215.08	5,195.19
Earnings Per Share (EPS in Rupees)
From Continuing Operations
Basic	44.44	39.41	47.02	38.63
Diluted	44.44	39.41	47.02	38.63
From Discontinuing Operations
Basic	(1.79)	1.72	(1.79)	1.72
Diluted	(1.79)	1.72	(1.79)	1.72
*Previous year''s figures are restated, regrouped, rearranged and recast, wherever considered necessary.

? BUSINESS OVERVIEW

The overall economic scenario during the financial year 2021-22 was robust. The Indian Engineering Sector has witnessed an encouraging growth over the last few years driven by increased investments in infrastructure and industrial capacities. The growth of the Engineering Sector is an important barometer of the country''s economic progress, and the trends appear to be positive. The key end users of the Company''s products viz. the Agrochemical, Specialty Chemical, Dyes, Pigment and the Active Pharmaceutical Ingredient manufacturers are witnessing

an unprecedented increase in their long-term demand and this portends well for your Company''s prospects. Your Company achieved an enhanced standalone sales turnover of Rs. 50,848.93 lakhs as against Rs. 42,071.11 lakhs during the previous year (growth of 20.86%), with EBITDA of Rs. 9,006.03 lakhs as against Rs. 7,985.72 lakhs during the previous year and Net Profit After Tax of Rs. 6,176.48 lakhs as against Rs. 5,234.73 lakhs during the previous year (growth of 17.99%). With regard to the Consolidated financial performance, your Company achieved an enhanced consolidated sales turnover of

Rs. 65,221.82 lakhs as against Rs. 48,448.93 lakhs during the previous year (growth of 34.62%), with EBITDA of Rs. 10,465.28 lakhs as against Rs. 8,585.07 lakhs during the previous year and Net Profit After Tax of Rs. 5,823.34 lakhs as against Rs. 5,337.10 lakhs during the previous year (growth of 9.11%). Your Directors attribute this improved performance, apart from the market growth and external factors, to various steps taken by the management in multiple facets of the business viz. increased manufacturing capacity, improvements in production processes, improved planning, focus on timely delivery and better marketing coverage.

The continued improvement in the economic outlook for the Active Pharmaceutical Ingredients and the Chemicals sector, the key customer segments for your Company, also enhances the optimism for the coming years.

? DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Thaletec, GmbH and Thaletec Inc., USA

During FY 2021-22, your Company had entered into a Share Purchase Agreement with the erstwhile promoters for acquisition of their entire 100% shareholding in THALETEC GmbH on a fully diluted basis.

Further, on December 17, 2021, the Company completed the acquisition of 100% shareholding of Thaletec, in line with the Share Purchase Agreement executed earlier. Thaletec has a wholly owned subsidiary, Thaletec Inc., USA, The acquisition of 100% shareholding of Thaletec has been completed for an aggregate consideration of Euro 12 Million, which has been fully remitted.

Thaletec GmBH''s management has converted the financial information from accounting principles generally accepted in their respective country to accounting principles generally accepted in India, whose financial results and Group''s share reflect total assets of Rs. 16,582.63 lakhs as at and total revenue of Rs. 7,592.07 lakhs, total net profit after tax of Rs. 604.76 lakhs and total comprehensive income of Rs. 697.96 lakhs for the period from December 17, 2021 to March 31, 2022, as considered in the Consolidated Audited Financial Statements. For Thaletec USA, a step-down subsidiary, financial results and Group''s share reflect total assets of Rs. 623.54 lakhs, total revenue of Rs. 42.11 lakhs, of total net profit after tax and total comprehensive income of Rs. 3.86 lakhs for the period from December 17, 2021 to March 31, 2022, as considered in the Consolidated Audited Financial Statements.

H L Equipments (âHLEQâ or âthe Firmâ)

H L Equipments is a Partnership Firm, in which your Company owns 99% ownership interest. HLEQ''s manufacturing facility is located at Silvassa and is equipped

with all key equipment critical for the chemical equipment fabrication.

The Firm achieved a sales turnover of Rs. 86.33 crores (previous year Rs. 77.94 crores) for the year ended March 31, 2022 and earned EBITDA of Rs. 12.38 crores (previous year Rs. 14.50 crores) for the same period. Considering the new greenfield plant being implemented by your Company in Silvassa, it is intended that the Firm will gradually scale down its operations and the manufacturing operations will be relocated to the new plant, which has a considerably higher capacity and potential for future growth.

? DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 5 (@50%) per equity share of face value of Rs. 10/- each for the financial year ended March 31, 2022. The Dividend, subject to the approval of Members at the Annual General Meeting will be paid, within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

The Board of Directors had approved and paid dividend of Rs. 0.95 per 9.50% non-convertible, cumulative, redeemable preference share for the year 2021-22.

? TRANSFER TO RESERVES

The Board of Directors of your Company has decided to transfer Rs. 2,000 lakhs to General Reserve for the year under review.

? SHARE CAPITAL

Your Company''s paid-up Share Capital as on March 31, 2022 was Rs. 14.78 crores, comprising of 1,36,53,096 equity shares of Rs. 10 each, fully paid up and 18,75,152, 9.50% non-convertible, cumulative, redeemable preference shares (NCCRPS) having paid-up value of Rs. 6 per share (Rs. 4 has been redeemed as per the terms of issue of NCCRPS).

During the financial year under review, your Company had redeemed 20% of the face value of 9.50% Non-Convertible Cumulative Redeemable Preference Shares at a premium of Rs. 189.38 per share as per the terms of issue out of the profits of the Company in accordance with Section 55 of the Companies Act, 2013.

Your Company had approved in Board Meeting dated May 5, 2021 conversion of 385,161 Series A Warrants into 3,85,161 Equity Shares of Rs. 10 each at a premium of Rs. 1,375 per equity share fully paid up which shall rank pari-passu with existing equity shares of the Company, as per the terms approved by the Shareholders in the Extraordinary General Meeting dated December 1, 2020.

Further, your Company had also approved in the Board Meeting dated September 23, 2021 conversion of 1,92,455 Series B Warrants into 192,455 Equity Shares of Rs. 10 each at a premium of Rs. 1,375 per equity share fully paid up which shall rank pari-passu with existing equity shares of the Company, as per the terms approved by the Shareholders in the Extra-ordinary General Meeting dated December 1, 2020.

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

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information in connection therewith has been furnished.

During the year, the Company had not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

? DEPOSITS

Your Company had not accepted/renewed any deposits from the public or the Members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2021-22, and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date.

? CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations in a timely manner. ICRA Limited (formerly Investment Information and Credit Rating Agency of India Limited) has continued its ratings with regards to the banking facilities enjoyed by your Company from its Bankers as âAâ (for long term facilities) and A2 (for shortterm facilities) with a stable outlook.

The details of credit ratings obtained by the Company are placed on the Company''s website: https://hleglascoat.com/ wp-content/uploads/2021/08/522215_INTIMATION-OF-CRA-RATINGS-REG.-30__16.08.21.pdf.

? PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS IN SECURITIES

The particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Act have been provided in the notes no. 28(c) to the Financial Statements. Your Company has complied with the provisions of Sections 185 and 186 of the Act to the extent applicable, with respect to the loans and investments made.

? INVESTOR EDUCATION AND PROTECTION

During the financial year 2021-22 and in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Rules made there under:

â¢ Dividend amounting to Rs. 5.43 lakhs pertaining to the financial year 2013-14, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

â¢ Rs. 5.33 lakhs have been transferred to the IEPF Authority towards the final equity dividend declared for financial year 2020-21 at the Annual General Meeting held on September 7, 2021, for the 1,38,430 equity shares held by the IEPF Authority.

â¢ 8,200 equity shares of Rs. 10 each have been transferred to the IEPF Authority after compliance of due procedures as prescribed and 2100 shares have been claimed by the Shareholders from the IEPF Authority.

Details of Nodal Officer

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer

and Refund) Rules, 2016, the details of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund Authority are as under: Name : CS Achal S Thakkar

Designation : Company Secretary & Nodal Officer Postal Address : H-106, GIDC Estate, Vitthal Udyognagar, Anand - 388121, Gujarat, India.

Telephone No. : 02692-236842-45 E-mail ID : [email protected]

The Company has also displayed the details of Nodal Officer at its website at www.hleglascoat.com

? RELATED PARTY TRANSACTIONS

Your Company has adopted a policy on Related Party Transactions and the said Policy is available in Policies section on https://hleglascoat.com/wp-content/ uploads/2022/02/POLICY-FOR-RELATED-PARTY-TRANSACTIONS_11.02.2022-1.pdf

During the financial year under review, your Company has entered into related party transactions on an arm''s length basis and in the ordinary course of business and were in compliance with Section 188 of the Act and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same are provided in Form AOC-2 annexed hereto as Annexure-I, which forms part of this Report.

Further, all such contracts/arrangements/transactions were placed before the meetings of the Audit Committee, Board of Directors and the Shareholders, as may be required, for their approval. Prior approval/s of the Audit Committee/Board/Shareholders, as may be required, including omnibus approvals, if any, are obtained on an annual basis, which is reviewed and updated on quarterly basis.

? PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company in its regular course of business makes best effort to conserve the resources and continuously implements measures required to save energy. The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings

and outgo, etc. are furnished in the Annexure-II, which forms part of this Report.

? PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-III and form part of this Report.

B. The details of the top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and form part of this Report.

C. None of the employees of the Company have drawn remuneration of Rs. 1,02,00,000 or more per annum or Rs. 8,50,000 or more per month or for any part of the year and hence the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

? ANNUAL RETURN

The Annual Return for the financial year 2021-22 has been uploaded on the Company''s website: https://hleglascoat. com/corporate-governance/ in accordance with the provisions of Section 134 of the Act.

? BUSINESS RESPONSIBILITY REPORT [BRR]

Pursuant to the provisions of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) read with SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, the Business Responsibility Report detailing the various initiatives taken by the Company on the

environmental, social and governance front, is annexed hereto in Annexure-V and forms part of this Report.

? CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Report on Corporate Governance is annexed hereto in Annexure-VI and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Mr. D. G. Bhimani (C P No. 6628), proprietor of M/s. D. G. Bhimani & Associates, Practising Company Secretaries, Anand confirming to the compliance with the conditions of Corporate Governance, is also annexed hereto which forms part of this Report.

? MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V(B) of the Listing Regulations, the Report on Management Discussion and Analysis is annexed hereto in Annexure-VII and forms part of this Report.

? RISK MANAGEMENT

Your Company recognizes the importance of managing risk in the business to sustain growth. Pursuant to provisions of Regulations 17 and 21 of SEBI Listing Regulations and Sections 134 and 177 of the Companies Act,2013 (âthe Actâ) and other applicable provisions, if any, of the SEBI Listing Regulations and the Act, the Board of Directors of the Company has approved and framed âRisk Management Policyâ of the Company, which is available on the website of the Company i.e. https://hleglascoat.com/wp-content/ uploads/2021/09/HGL_RISK-MANAGEMENT-POLICY. pdf. The Risk Management Policy has a detailed risk assessment and minimization procedures and wherein all material risks faced by your Company are identified and assessed. The Risk Management Policy adopted by your Company establishes a structured and disciplined approach to Risk Management, in order to guide the Board on decisions on risk related issues and to mitigate various risks viz. economic risk, production risk, inventory management risk, technology risk, competition risk, financial risk, raw material price fluctuation risk, pandemic risk, human resource risk, reputation risk, legal risk, regulatory risk, cyber risk, etc.

Your Company has also formed Risk Management Committee, having the following members:

a. Mr. Aalap Patel - Chairperson (Executive

Director-Technical)

b. Mr. Sandip Randery - Member (Independent

Director)

c. Mr. Yatish Parekh - Member (Independent

Director)

The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company''s business and processes.

The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis section.

? DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(C) read with 134(5) of the Act, your Directors confirm that:

(a) the applicable accounting standards have been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 and of the profit of the Company for that period;

(c) proper and sufficient care has been taken 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;

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

(e) proper internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems were adequate and are working effectively.

? DIRECTORS AND KEY MANAGERIAL PERSONS

Mr. Nilesh Patel (DIN 00141873), Non-Executive Director, is retiring by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. The brief profile of Mr. Nilesh Patel has been given in the Notice convening the Annual General Meeting.

The term of Mr. Himanshu Patel (DIN 00202312), Managing Director, shall expire on December 30, 2022 and hence, the Board recommends his re-appointment as a Managing Director of the Company for a further period of three years with effect from December 31, 2022 at the ensuing Annual General Meeting. The term of Mr. Aalap Patel (DIN 06858672), Executive Director, shall expire on December 30, 2022 and hence, the Board recommends his re-appointment as an Executive Director of the Company for a further period of three years with effect from December 31, 2022 at the ensuing Annual General Meeting. The Board also recommends appointment of Mr. Harsh Patel (DIN 00141863) as a Whole-Time Director of the Company for a period of three years with effect from October 1, 2022 at the ensuing Annual General Meeting. The brief profile of Mr. Himanshu Patel, Mr. Aalap Patel and Mr. Harsh Patel have been given in the Notice convening the Annual General Meeting.

Further, the Board of Directors of the Company, at its meeting held on May 23, 2022 had approved Notice of Postal Ballot seeking approval of the shareholders by way of an Special Resolutions for re-appointment of Mr. Yatish Parekh (DIN: 00168488) and Mr. Sandeep Randery (DIN 07663581) as Independent Directors of the Company for a period of five (5) years.

The day-to-day operations of your Company are managed by its Key Managerial Persons (âKMPs). The details of the Key Managerial Persons (âKMPâ) and the change in KMP during the year and upto the date of this report are : Mr. Himanshu Patel (DIN 00202312), Managing Director, Mr. Aalap Patel (DIN 06858672), Executive Director (Technical), Mr. K. V. Unnikrishnan, Chief Financial Officer of the Company (upto March 31,2022), Mr. Naveen Kandpal, Chief Financial Officer of the Company (w.e.f March 1,2022) and Ms. Dhwani Shah, Company Secretary

(upto January 31, 2022), Mr. Achal Thakkar, Company Secretary (w.e.f May 10, 2022).

The Nomination and Remuneration Committee has formulated the Policies relating to the appointment and remuneration of the Directors of your Company, laying down criteria for determining qualification, positive attributes, independence of directors, etc. The Policy is available on the Company''s website: https://hleglascoat. com/wp-content/uploads/2021/04/POLICY-FOR-APPOINTMENT-OF-DIRECTORS1.pdf.

? BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

The Board of Directors has constituted the following Statutory Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

? NUMBER OF BOARD MEETINGS

The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. Six (06) Meetings of the Board of Directors of the Company were held during the year under review on June 12, 2021, August 14, 2021, September 17, 2021, November 13, 2021, December 15, 2021 and February 11, 2022.

? CONFIRMATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed their independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They also confirmed compliance of Rule 6(1) and 6(2) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

? PERFORMANCE EVALUATION OF THE DIRECTORS

During the financial year 2021-22, the Board of Directors of your Company has carried out an Annual Performance Evaluation of the Board, its Committees and all the individual Directors as per the Company''s Policy for Performance Evaluation of Directors.

(i) The Board, in its Meeting held on February 11, 2022, has carried out the evaluation task of the Committees formed by the Board and the Independent Directors individually for the period from January 1, 2021 to December 31, 2021. In accordance with the provisions of the Section 149 of the Act read with Schedule IV, annual performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated.

The performance of each Independent Director has been evaluated on various parameters like ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Board was satisfied that each of the Independent Directors has been acting professionally and has brought his/her rich experience in the deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting held on February 11, 2022, carried out the performance evaluation of all the non-Independent Directors and the Board as a whole, with special attention to the performance of the Chairperson of the Company for the period from January 1, 2021 to December 31, 2021. The various criteria considered for purpose of evaluation included composition of the board, ethics/values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Independent Directors were of the view that the Chairperson and all the other non-Independent Directors were competent and the results of the evaluation were satisfactory and adequate to meet your Company''s requirements.

(iii) The Nomination and Remuneration Committee, in its Meeting held on February 11, 2022, reviewed the performance of the Executive Directors of the Company with special attention to the leadership criteria for the Managing Director and the Executive Director for the period from January 1, 2021 to December 31, 2021. The various criteria considered for purpose of evaluation included ethics/values, inter-personal skills, competence and general administration, liaison skills, participation in meetings,

etc. The Committee was of the view that the Managing Director and Executive Director were capable and the results of the evaluation were satisfactory and adequate to meet your Company''s requirements.

The Board also expressed its satisfaction over the process of evaluation.

? CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance with the provisions of Section 135 of the Act, details of which are provided in the Corporate Governance Report annexed hereto and forming part of this Report. The CSR Policy of your Company as approved by the Board of Directors is available on the Company''s website: https:// hleglascoat.com/wp-content/uploads/2021/04/CSR-POLICY.pdf in Corporate Social Responsibility section.

The CSR activities as required to be undertaken under Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company''s CSR Policy, total amount to be spent under the CSR Policy for the financial year 2021-22, amount unspent and the reason for the unspent amount, is annexed hereto in Annexure-VIM and forms part of this Report.

? VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy as envisaged under the provisions of Section 177 (9) of the Act and the Rules thereunder and Regulation 22 of the SEBI Listing Regulations and a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The Policy provides for protecting confidentiality of those reporting violation(s) and restricts any discriminatory practices against them. The mechanism provides for adequate safeguards against victimisation of employee(s) and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Policy covers malpractices and/or events related to all issues that could have grave impact on the operations and performance of the business of your Company. The concerned matters are to be reported to the Compliance Officer and/or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil Mechanism of your Company.

During the financial year 2021-22, no employee has been denied access to the Compliance Officer/the Chairperson of the Audit Committee, who have been appointed as the Whistle Blower Officers of the Company.

The details of establishment of Vigil mechanism/ Whistle Blower policy and the contact details of the Whistle Officers are available on the Company''s website: https://hleglascoat.com/wp-content/uploads/2021/04/ WHISTLE-BLOWER.pdf

? DIVIDEND DISTRIBUTION POLICY

As per the recent amendment in the SEBI Listing Regulations, the Dividend Distribution Policy has been made applicable to Top 1000 companies as per Market Capitalization as on March 31, 2021. Accordingly, the Board of Directors of the Company at its Meeting held on June 12, 2021 has adopted âDividend Distribution Policyâ effective from June 12, 2021, which is available on the Company''s Website at https://hleglascoat.com/corporate-governance/.

? PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

Your Company has framed a Policy against sexual harassment and a formal process for dealing with complaints relating to harassment or discrimination. The said Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (''ICC'') to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace. No unresolved complaints were there as on the start of the financial year, no complaints were received during the year and no complaints were pending to be resolved as at the end of the financial year.

? MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of your Company which have occurred during the period between the end of the financial year to which the financial statements relate and the date of this Report.

? INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has strong integrated systems for internal financial control system commensurate with the size and

scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon if any, were presented to the Audit Committee of the Board.

? STATUTORY AUDITORS AND INDEPENDENT AUDITORSâ REPORT

M/s. M. M. Nissim & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 107122W/W100672) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years at the 26^th Annual General Meeting to hold the office from conclusion of 26^th Annual General Meeting to conclusion of 31^st Annual General Meeting.

The Auditors Report given by M/s. M. M. Nissim & Co. LLP, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2022, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

The term of existing Statutory Auditors M/s. M. M. Nissim & Co. LLP, Chartered Accountants (Firm Registration No. 107122W/W100672) of the Company will expire on conclusion of the ensuing 31^st Annual General Meeting and it is recommended to the shareholders to re-appoint the said statutory auditors for a second term of five years to hold office from the conclusion of the 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting of the Company. The Company has received consent and non-disqualification certificate from M/s. M. M. Nissim & Co. LLP, for the said appointment.

? REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

? SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Company had appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (C P No. 6628) as the Secretarial Auditors for the financial year 2021-22 in accordance with Section 204 of the Act. The Report on Secretarial Audit issued by the Secretarial Auditors for the financial year 2021-22, in Form MR-3, is annexed hereto in Annexure- IX and forms part of this Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board has appointed M/s. D. G. Bhimani and Associates, Practicing Company Secretaries (C P No. 6628), as the Secretarial Auditors for the financial year 2022-23. The Company has received the consent from M/s. D. G. Bhimani and Associates for the said appointment.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

? INTERNAL AUDITORS

CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) had conducted the internal audit of your Company for the Anand works for the financial year 2021-22 and M/s. AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) had conducted the internal audit of your Company for the Maroli works for the financial year 2021-22.

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Audit Committee, the Company has appointed CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) and AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) as the Internal Auditors, for the Anand works and the Maroli Works respectively for the financial year 2022-23.

The Company has received the consent from the respective firms for their appointment.

? COST RECORDS AND AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed under the said rules. The cost audit for the financial year 2021-22 of the said records was carried out by M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), the Cost Auditor appointed by the Company.

Further, the Board on the recommendation of the Audit Committee, has appointed M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497), as the Cost Auditors of the Company for the financial year 2022-23. The Company has received the consent from them for their appointment. Accordingly, the Board of Directors recommends to the Members, the resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2022-23 as per details provided in the Notice of the ensuing Annual General Meeting.

? LISTING REGULATIONS COMPLIANCE/LISTING PERMITTED TO TRADE ON NSE

National Stock Exchange of India Limited (NSE) has already suo-moto allowed trading of Company''s equity shares on their platform vide their circular dated February 18, 2021, since the market cap of the Company increased, with effect from February 18, 2021.

The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Secretarial Standards except as mentioned in detail in the Corporate Governance Report forming part of the Board''s Report. There has been no other penalty/stricture imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during last three financial years.

? GENERAL

â¢ During the year under review, there was no change in nature of business of the Company.

â¢ During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

â¢ Your Company does not have any subsidiaries, joint ventures or associate companies except 1) M/s. H L

Equipments, a partnership firm where the Company holds 99% partnership interest (HLE Engineers Private Limited was originally the partner in the said partnership firm and as a part of the Scheme, the said ownership interest in H L Equipments was vested in your Company); 2) During FY 2021-22, with 100% acquisition of shares through a Share Purchase Agreement, THALETEC GmbH (âThaletecâ) (a company incorporated in Germany) has become subsidiary of the Company; and 3) Thaletec has a wholly owned subsidiary, Thaletec Inc., USA, which has also become wholly owned subsidiary of the Company. The consolidated financial statements are also being presented in addition to the standalone financial statement of your Company.

Â¦ During the year under review, there was no application

made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

â¢ During the year under review, there was no one time settlement with the Banks/Financial institutions.

? ACKNOWLEDGEMENTS

By the Order of the Board of HLE Glascoat Limited

Sd/-

Himanshu Patel

Managing Director (DIN: 00202312)

Sd/-Aalap Patel

Place: Maroli Executive Director

Date: May 23, 2022 (DIN: 06858672)

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 27^th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2018.

- FINANCIAL HIGHLIGHTS* (Rs. in lakhs)

PARTICULARS	2017-18	2016-17
Revenue from Operations	9876.29	8948.78
Other Income	101.13	26.09
Profit Before Interest, Depreciation and Tax	1122.35	955.93
Less: Finance Charges	144.12	227.94
Less: Depreciation	303.56	254.60
Profit Before Tax	674.67	473.39
Less: Current Tax	193.27	132.88
Less: Deferred Tax	(54.51)	28.47
Profit After Tax	535.91	312.04
Earnings Per Share (EPS)	8.24	6.24

* The figures are regrouped, rearranged and recast, wherever considered necessary.

- STATE OF COMPANY''S AFFAIRS

Even though the economic conditions in FY 201 7-18 were relatively subdued, your Company achieved an enhanced sales turnover of Rs. 9876.29 lakhs as against Rs. 8948.78 lakhs during the previous year and earned a Net Profit After Tax of Rs. 535.91 lakhs as against Rs. 312.04 lakhs during the previous year. Your Company has considerably improved its manufacturing and operational efficiency during the year under review and these management endeavours will continue during the coming year. There has been an improvement in the economic outlook for the pharmaceutical and agro-chemical industries, which are the key target customers of your Company. These factors have been reinforced by certain Government and the Reserve Bank of India initiatives to bring inflation under control, reduction of repo and reverse repo rate leading to moderate reduction of interest rates, bringing pharmaceutical sector under 100% Automatic FDI route and the implementation of Goods and Services Tax during the year. Your Company has a robust order book, which provides encouraging visibility of the revenues in the first few months of FY 2018-19. The Management continues to take active steps to reduce the operating costs and improve capacity utilisation. The Management is confident to achieve a much better performance in the current year with improved revenues and profits.

- DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 2.00 (@ 20%) per equity share of Rs. 10/- each, for the financial year 2017-18, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of Rs. 157.52 Lakhs, including dividend distribution tax of Rs. 27.52 Lakhs.

- TRANSFER TO RESERVES

Your Company has transferred Rs. 1,00,00,000 to General Reserve during the year.

- SHARE CAPITAL

Your Company''s paid-up Equity Share Capital as on 31^st March, 2018 is Rs. 6.50 crore, comprising of 65,00,000 Equity Shares of Rs.10 each, fully paid up.

Your Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 201 3 ("Act") read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

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

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

- DEPOSITS

Your Company has not accepted/ renewed any deposits from the public or the Members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2017-18.

The deposits, accepted in FY 2015-16 for a term of 3 years till 31^st March, 2018 from the Members and the Directors of your Company, have been repaid either on the request of the deposit-holders before the expiry of the term or after the expiry of the term in accordance with the provisions of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014; and no amount of principal or interest on the said deposits was outstanding as of the Balance Sheet date.

- CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. ICRA, a reputed Rating Agency, has rated the banking facilities enjoyed by your Company from its Bankers as "BBB " for the long term and fund-based limits and A3 for the non-fund based limits.

- PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Act have been provided in the Financial Statements, which forms part of this Annual Report.Your Company has complied with the provisions of Sections 185 and 186 of the Act to the extent applicable, with respect to the loans and investments made.

- TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 1 25 of the Act, dividend of Rs. 3.31 Lakhs pertaining to the financial year 2009-10, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund established by the Central Government.

- RELATED PARTY TRANSACTIONS

Your Company has implemented a policy related to Related Party Transactions as framed by the Audit Committee. The said Policy is available on the Company''s website: www.glascoat.comunder Investors Guide -Company Policies.

During the financial year under review, your Company has entered into related party transactions on an arm''s length basis in accordance with Section 188 of the Act and the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same are provided in Form AOC-2 annexed hereto, which forms part of this Report.

Further, all such contracts/ arrangements/ transactions were placed before the Audit Committee and Board, for their approval. Prior omnibus approval of the Audit Committee/ Board is obtained on an annual basis, which is reviewed and updated on quarterly basis.

- PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in the Annexure, which forms part of this Report.

- PARTICULARS OF EMPLOYEES AND REMUNERATION

(A) The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto and form part of this Report.

(B) The details of the top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto and form part of this Report.

(C) None of the employees of the Company are drawing remuneration of Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/or more per month or for any part of the year and hence the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

- EXTRACT OF ANNUAL RETURN

An extract of the Annual Return for the financial year 201 7-18 in Form MGT-9 pursuant to the provisions of Section 92 of the Act read with Rule 2 of the Companies (Management and Administration) Rules, 2014 as required under Section 1 34 of the Act is annexed hereto and forms part of this Report.

- CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V (C) of the Listing Regulations, the Report on Corporate Governance is annexed hereto and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. 107122W), -Statutory Auditors, Mumbai, pertaining to the compliance of the conditions of Corporate Governance, is also annexed hereto.

- MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V (B) of the Listing Regulations, the Report on Management Discussion and Analysis is annexed hereto and forms part of this Report.

- RISK MANAGEMENT

Your Company recognizes the importance of managing risk in the business to sustain growth. The Board of Directors, along with the senior management of your Company, has developed and approved the Risk Management Policy framework and Guidelines, wherein all material risks faced by your Company are identified and assessed. The Risk Management Policy adopted by your Company lays down the systematic approach adopted by your Board to mitigate various risks viz. operational risk, financial risk, regulatory risk, reputational risk, etc. Your Company has entrusted the Audit Committee with the responsibility of implementing and monitoring of the Risk Management Policy on periodic basis.

- INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by the Ministry of Corporate Affairs dated February 1 6, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, your Company has adopted "IND AS" with effect from 1^st April, 201 7 with the comparatives for the periods commencing from 1^st April, 201 6. The implementation of IND AS is a major change process for which your Company had established a project team and had dedicated considerable resources.

- DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, your Directors confirm that:

(a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts;

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

(e) proper internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems were adequate and are working effectively.

- DIRECTORS AND KEY MANAGERIAL PERSONS

The Directors of your Company are well experienced with expertise in their respective fields of manufacture, finance, strategic and operational management and administration. None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Act. During the period under review, no Independent Director of your Company had any pecuniary relationship or transactions with the Company.

During the year under review, Mr. Jagrut Bhatt (DIN 00364725), Mr. Bharat Patel (DIN 00401741) and Mr. Dharmesh Patel (DIN 02615141) have resigned as Directors. The Board places its sincere appreciation for their services and expert inputs provided during their tenure as Directors of your Company.

Mr. Yatish Parekh (DIN 00168488), Mr. Mahesh Kabutarwala (DIN 00110317) and Mr. Sandeep Randery (DIN ''07663581) have been appointed as Independent Directors at the 26^th Annual General Meeting held on 28^th August, 201 7, for a tenure of 5 years starting from 29^th May, 2017.

Mr. Nilesh Patel (DIN 00141873), Non-Executive Director, is retiring by rotation and being eligible, has offered himself for reappointment at the ensuing Annual General Meeting. Further details of Mr. Nilesh Patel, as required under Regulation 36 of the Listing Regulations/ SS-2, are disclosed in the Corporate Governance Report annexed hereto and forming part of this Report.

The day-to-day operations of your Company are managed by its Key Managerial Persons ("KMP") viz. the Managing Director, Executive Director (Technical), the Chief Financial Officer and your Company Secretary. As required under the provisions of Section 203 of the Act, Mr. Himanshu Patel (DIN 00202312), Managing Director, Mr. Aalap Patel (DIN 06858672), Executive Director (Technical), Ms. Dhwani Shah, Company Secretary and Mr. Bipin Thakkar, Chief Financial Officer, are the Key Managerial Personnel of your Company as on the date of this Report.

The Nomination and Remuneration Committee has formulated the Policies relating to the appointment and remuneration of the Directors of your Company, laying down criteria for determining qualification, positive attributes, independence of directors, etc. The Company Policies governing the appointment and remuneration of the Directors are annexed hereto and form part of this Report. The same are also available on the Company''s website: www.glascoat.comunder Investors Guide -Company Policies.

- DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Act and Regulation 1 6(1 )(b) of the Listing Regulations, your Company has received individual declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the Rules made thereunder.

There has been no change in the circumstances which may affect their status as Independent director during the financial year under review.

A Statement by the Managing Director regarding the said affirmation by the Independent Directors is annexed hereto and forms part of this Report.

The Board of Directors met four (4) times during the year under review in accordance with the provisions of the Act and the Rules made thereunder. The details thereof are given in the Corporate Governance Report annexed hereto and forming part of this Report.

- PERFORMANCE EVALUATION OF THE DIRECTORS AND KMPs

During the financial year 201 7-18, the Board of Directors of your Company has carried out an Annual Performance Evaluation of the Board/ Committees and all the individual Directors as per the Company''s Policy for Performance Evaluation of Directors. Performance evaluation sheets were distributed before the Meeting dates. The outcome of the above exercise of performance evaluation of all the Directors collectively and individually and the Board/ Committees was announced in the respective Meetings.

(i) The Board, in its Meeting held on 10^th February, 2018, has reviewed the evaluation task of the Board/ Committees collectively and the Independent Directors individually for the period from 1^st January, 2017 to 31^st December, 2017. In accordance with the provisions of the Section 149 of the Act read with Schedule IV, annual performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated.

The performance of each Independent Director has been evaluated on various parameters like engagement, leadership, analysis, decision making, knowledge updates, communication, governance, etc. The Board was satisfied that every Independent Director was reputed, acting professionally and has brought his/ her rich experience to the deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting held on 10^th February, 2018, carried out the performance evaluation of all the non-Independent Directors, with special attention to the leadership criteria for the Managing Director and the Executive Director for the period from 1^st January, 201 7 to 31^st December, 201 7. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for purpose of evaluation included leadership, engagement, transparency, analysis, decision-making, functional knowledge, governance, ethical behaviour, interest for stakeholders, etc. The Independent Directors and the Board were of the view that all the non-Independent Directors were capable and the results of the evaluation were satisfactory and adequate to meet your Company''s requirements.

The Board also expressed its satisfaction over the process of evaluation.

- CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Policy of your Company as approved by the Board of Directors is hosted on the Company''s website, www.glascoat.comunder the Corporate Social Responsibility section. Your Company has formed a CSR Committee in accordance with the provisions of Section 135 of the Act, details of which are provided in the Corporate Governance Report annexed hereto and forming part of this Report.

The Annual Report on CSR activities as required under Sections 134 and 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company''s CSR Policy, total amount to be spent under the CSR Policy for the financial year 2017-2018, amount unspent and the reason for the unspent amount, is annexed hereto and forms part of this Report.

- VIGIL MECHANISM

The Board, pursuant to the provisions of Section 1 77(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers), 2014, has formulated and implemented a Whistle Blower Policy for Directors and employees incorporating the Vigil Mechanism with a view to provide a mechanism which ensures adequate safeguards from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Policy covers malpractices and/ or events related to all issues that could have grave impact on the operations and performance of the business of your Company. The concerned matters are to be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil Mechanism of your Company.

During the financial year 201 7-18, no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee.

An extract of the Whistle Blower Policy incorporating the Vigil Mechanism and the contact details of the relevant Officers are available on the Company''s website: www.glascoat.comunder Investors Guide -Whistle Blower Mechanism.

- PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

Your Company has framed a Policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (''ICC'') at the Registered Office and Works of your Company to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Sections 21 and 22 of the said Act, there are no complaints received or cases filed during the financial year 201 7-18.

- MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, affecting the financial position of your Company which have occurred during the period between the end of the financial year to which the financial statements relate and the date of this Report.

- INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has strong integrated systems for internal controls commensurate with the size and nature of its business.

Investment decisions involving capital expenditure are subject to detailed appraisal and review by appropriate levels of authority. Capital and revenue expenditure are monitored and controlled with reference to pre-approved budgets and forecasts.

Your Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of your Company and to detect and mitigate irregularities and frauds. Your Company''s management has established adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Act, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

- STATUTORY AUDITORS AND INDEPENDENT AUDITORS'' REPORT

M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. 107122W) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (Five) years from 28^th August, 201 7.

The Auditor''s report given by M/s. M. M. Nissim & Co, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2018, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In accordance with the Section 40 of the Companies (Amendment) Act, 201 7 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditor in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has not been placed as an agenda item in the AGM Notice for the approval of the shareholders.

- REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

- SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (Membership No. FCS 8064) as the Secretarial Auditors for the financial year 201 7-18 in accordance with Section 204 of the Act. The Report on Secretarial Audit for the financial year 2017-18, in Form MR-3, is annexed hereto and forms part of this Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board has appointed M/s. D. G. Bhimani and Associates, Practicing Company Secretaries, as the Secretarial Auditors for the financial year 2018-19. The Company has received their consent for the said appointment.

- COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Directors of your Company confirm that the applicable Secretarial Standards prescribed for the Board/ General meetings by the Institute of Company Secretaries of India and notified by the Central Government have been complied with during the financial year under review.

- INTERNAL AUDITORS

CNK & Associates LLP Chartered Accountants (Firm Registration No. 101961W) have conducted the internal audit of your Company for the financial year 2017-18. Further, CNK & Associates LLP, Chartered Accountants have been appointed as the Internal Auditors for the financial year 2018-19 and the Company has received their consent for the appointment.

- COST RECORDS AND AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed. Presently, audit of the Cost Records is not prescribed or mandatory.

- GENERAL

During the year under review, there was no change in nature of business of the Company.

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

Your Company does not have any subsidiaries, joint ventures or associate companies.

- ACKNOWLEDGEMENTS

By the Order of the Board of

Swiss Glascoat Equipments Limited

Sd/-

Date : 19^th May, 2018 Mr. Himanshu Patel

Place: Vitthal Udyognagar Chairperson and Managing Director

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 24th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2015.

(1) FINANCIAL AND WORKING RESULTS* (Amt in INR)

PARTICULARS 2014-15 2013-14

Turnover 884,461,865 767,966,604

Profit Before Depreciation and Tax 80,793,999 77,041,322

Profit Before Tax 56,882,507 57,506,317

Profit After Tax 45,399,313 38,025,467

Appropriation

Proposed Dividend 13,500,000 12,500,000

Tax on proposed dividend 2,699,198 2,027,813

General Reserve 10,000,000 25,000,000

Earning Per Share (EPS) 9.08 7.61

*The figures are regrouped, rearranged and recast wherever considered necessary.

(2) PERFORMANCE REVIEW

Your Company on the operational front has made significant progress in the last year and has maneuvered through the Financial Year 2014-15 leading to a good demonstration. In the last year, your Company keeping its focus on operational efficiency and sustainable marketing efforts, the Company has crossed turnover of INR 884,461,865 as against last year's turnover of INR 767,966,604. The Company has earned INR 45,399,313, as Profit after Tax as against INR 38,025,467 last year.

Your Company has always continued to remain a preferred supplier for servicing every end user of Indian Pharmaceuticals, Agrobased and other Chemical Industries.

(3) DIVIDEND

Your Directors are pleased to recommend a Dividend of INR 2.70 (@ 27%)per share for the year 2014-15, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 1 6,1 99,1 98, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the shareholders in compliance with Section 73 of the Companies Act, 2013 and rules made there under. The details of the same are as under:

Deposits accepted during 2014-15 (Amt in INR) 29,504,000

Deposits remaining unpaid or unclaimed as at 31.03.2015 (Amt in INR) Nil

The Company hasn't made any default during FY 201 4-1 5 in repayment of deposits or payment of any interest thereon. All payments and repayments related to the deposits have been duly made to the concerned deposit-holders.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, dividend of INR 289,400 pertaining to the year 2006-07, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund established by the Central Government.

(6) RELATED PARTY CONTRACTS/ ARRANGEMENTS

The Company has implemented a policy related to Related Party Transactions as framed by the Audit Committee. An extract of the said Policy is available on the Company's website: www.qlascoat.com> Investors Guide > Extract of Company Policies.

The Company has executed contracts with the related parties on an arm's length basis in accordance with Section 1 88 of the Companies Act, 201 3 and the Rules there under and Listing agreement norms. The details of the same are provided in Form AOC-2 annexed hereto which forms part of this Report.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The aforesaid information as required under Section 1 34(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report.

(8) PARTICULARS OF EMPLOYEES & REMUNERATION THEREOF

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under Section 134 of the Companies Act, 2013 have not been furnished.

(9) ANNUAL RETURN

An extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 2 of the Companies (Management and Administration) Rules, 2014 is annexed hereto and forms part of this Report.

(10) CORPORATE SOCIAL RESPONSIBILITY

The Company has formed a Corporate Social Responsibility (CSR) Committee for framing and implementing CSR activities with an objective of paying back to the society.

The details related to the CSR of the Company during FY 2014-15 are annexed hereto which forms part of this Report. The said details are also available on the Company's website: www.glascoat.com>Corporate Social Responsibility

(11) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and compliance certificate there upon and also a Management Discussion Analysis Report are annexed hereto this Report and form part of the latter.

(12) RISK MANAGEMENT BY THE COMPANY

The Company recognizes the importance of managing risk in the business to sustain growth. Hence, a Risk Management Committee has been formed for implementing and monitoring the risk management plan for the company in accordance with the Risk Management Policy framed by the Audit Committee.

The Risk Management Committee identifies the types of risks affecting the Company's business, assesses its impact on the latter, devises an effective system to handle those risks and implements and monitors the same.

(13) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

(a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 and of the profit and loss of the company for that period;

(c) proper and sufficient care has been taken 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;

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

(e) proper internal financial controls have been laid down and followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems were adequate and are working effectively.

(14) DIRECTORS & KEY MANAGERIAL PERSONS

The Directors of the Company are well experienced with expertise in the respective fields of management and administration of the Company. The Company is fortunate to have experienced and enthusiastic persons as the Directors who are always eager to contribute in the growth of the Company.

The day-to-day operations of the Company are very well managed by its Key Managerial Persons (KMP) i.e., the Managing Director, the Company Secretary, the Chief Financial Officer and the Executive Director (Technical).

During FY 2014-15, following changes occurred in the Senior Management of the Company:

(i) Mr. Bipin Thakkar- Manager (Finance) of the Company as the Chief Financial Officer [CFO] of the Company w.e.f. 01 .09.2014.

(ii) Mr. Ambalal Patel resigned as the Director of the Company w.e.f. 01.1 0.2014.

(iii) Mr. Tanmay Patel has been appointed as the Executive Director (Technical) of the Company w.e.f. 01.1 0.2014 vide Special resolution passed in the 23rd AGM of the Company held on 11.09.2014.

Mr. Paresh Shah, Non-Executive Director, is to retire by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. Details of Mr. Paresh Shah have been provided in the Corporate Governance Report annexed hereto and forming part of this Report

The Nomination & Remuneration Committee has formulated policy relating to the appointment and remuneration of the Directors of the Company laying down criteria for determining attributes, independence, etc. The Company policies governing the appointment and remuneration of the Directors are annexed hereto which form part of this Report.

The Independent Directors have affirmed to the Board regarding compliance with all the requirements as prescribed by Section 149 (6) of the Companies Act, 2013 and Schedule IV thereto. A statement by the Managing Director regarding the said affirmation by the Independent Directors is annexed to this Report forming part of the Same.

The details related to the remuneration of managerial personnel as required under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto which form part of this Report.

(15) PERFORMANCE EVALUATION OF THE DIRECTORS OF THE COMPANY

During the FY 2014-15, the Board of Directors of the Company has carried out an Annual Performance evaluation of the Board/ Committees and that of all the individual Directors as per the Company's policy for Performance Evaluation of Directors.

The Independent Directors in their separate meeting held on 1 4.02.201 5 carried out the performance evaluation task of the remaining Board Members, with a special attention to leadership criteria for Chairperson and the Executive Directors for period from January 1 , 2014 to December 31, 201 4.

The Board in its meeting held on 14.02.201 5 performed the evaluation task of the Board/ Committees collectively and Directors individually and a separate evaluation of performance of the Independent Directors for period from January 1, 2014 to December 31,2014.

Performance evaluation sheets were distributed in the meetings in which it was carried out and grades were given by the evaluators. The outcome of the above exercise of performance evaluation of all the Directors collectively and individually and the Board/ Committees was satisfactory and everybody appreciated and acknowledged the others' contribution towards the growth of the Company.

(16) WHISTLE BLOWER MECHANISM

The Board of the Company has formulated and implemented a Whistle Blower Policy with a view to provide a Vigil mechanism for employees of the Company to raise concerns against any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Policy covers malpractices and/or events related to all issues that could have grave impact on the operations and performance of the business of the Company. The concerned matters may be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil mechanism of the Company.

During FY 2014-15, no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee. An extract of Whistle Blower Policy and the contact details of the Whistle Officers are is available on the Company's website: www.glascoat.com> Investors Guide> Whistle Blower Mechanism.

(17) STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT

The shareholders in the 23rd AGM of the Company has appointed M/s. Darji & Associates, Chartered Accountants firm located in Vallabh Vidyanagar (Membership No. 030992), as the Statutory Auditor for a tenure of 3 years from conclusion of the last Annual General Meeting held on September 1 1, 2014.

The continuance of appointment and remuneration of the above Auditor is to be ratified in the ensuing AGM of the Company as per Section 139 of the Companies Act, 2013. The Company has received consent from M/s. Darji & Associates to continue their appointment as the Statutory Auditor of the Company for FY 201 5-1 6.

The remarks/comments referred to in the Independent Auditors Report for FY 2014-15 are self-explanatory and do not call for any further comments. (18) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s D. G. Bhimani and Associates, Anand (Membership No. FCS 8064) as the Secretarial Auditor of the Company for the Financial Year 2015-16 in accordance with Section 204 of the Companies Act, 201 3. The Company has received consent from D. G. Bhimani and Associates for their appointment.

The remarks/ comments referred to in the Secretarial Audit Report for FY 2014-1 5 are self-explanatory and do not call for any further comments.

(19) INTERNAL AUDITOR

The Company has appointed M/s Kiran Patel & Co., Chartered Accountants firm, Anand, (Membership No. 105190W), for conducting internal audit of the Company for the financial year 201 5-1 6. The Company has received consent from M/s Kiran Patel & Co. for their appointment.

(20) GENERAL

The Directors state that during the year under review, there were no cases or complaints pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 .

The Directors have immense pleasure to inform you that your Company has won the legal battle against GMM Pfaudler Limited, who had filed a case against your Company and two of its Executive Directors. On June 30, 2015, the Hon'able District Court, Anand delivered the final judgement in favour of Swiss Glascoat Equipments Limited.

(21) ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

Your Directors look forward to do a long and fruitful association with all of them.

By the Order of the Board of Swiss Glascoat Equipments Limited

Date: 31.07.2015 Mr. Kanubhai Patel Mr. Sudarshan Amin Place: V. U. Nagar Chairperson Managing Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 23rd Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2014.

(1) FINANCIAL AND WORKING RESULTS* (Amt in INR)

PARTICULARS 2013-14 2012-13

Turnover 767,966,604 756,144,178

Profit Before Depreciation and Tax 77,041,322 72,020,202

Profit Before Tax 57,506,317 53,393,380

Profit After Tax 38,025,467 36,080,525

Appropriation

Proposed Dividend 12,500,000 11,000,000

Tax on proposed dividend 2,027,813 1,784,475

General Reserve 25,000,000 20,000,000

Earning Per Share (EPS) 7.61 7.22

*The figures are regrouped, rearranged and recast wherever considered necessary.

(2) PERFORMANCE REVIEW

Your Company has been able to steer through financial year 2013-14, which was another challenging year witnessing rapidly rising inflation rate, and has achieved a good performance with an increase in turnover and profitability. The Company has reported an increase in turnover of INR 767,966,604 as against last year''s turnover of INR 756,144,178. The Company has earned INR 38,025,467 as Profit after Tax as against INR 36,080,525 last year.

(3) DIVIDEND

Looking to the profitability of the Company and forthcoming year, your Directors are pleased to recommend a Dividend of INR 2.50 per share of Rs. 10 each for the year 201 3-14, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 14,527,813, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the promoters, directors and their friends and relatives in compliance with Section 58A of the Companies Act, 1956 and rules made there under.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 201 3 (Section 205A of the erstwhile Companies Act, 1956), dividend of INR 256000 pertaining to the year 2005-06, which remained unclaimed and unpaid for a period of seven years, has been transferred to the Investor Education and Protection Fund established by the Central Government.

(6) DIRECTORS

Mr. Paresh Shah, Mr. Kanubhai Patel and Ms. Phagun Amin are Non-Executive Directors of the Company, retiring by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. A brief profile of these Directors is provided in the Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement.

The Board, on recommendation of the Nomination & Remuneration Committee, recommends the members to renew the agreement with Mr. Sudarshan Amin to continue as the Managing Director of the Company looking to his valuable contributions. Further, the Nomination & Remuneration Committee has recommended and the Board puts before the Shareholders the agreement for the appointment of Mr. Tanmay Patel as the Executive Director (Technical)in place of Mr. Ambalal Patel, the present Technical Director, who shall resign with effect from October 1, 2014.

Mr. Jagrut Bhatt, Mr. Kaushik Shah, Mr. Bharat Patel and Mr. Dharmesh Patel, the existing Independent Directors of the Company are required to be appointed as the Independent Directors in accordance with the provisions of the Companies Act, 2013. The said Directors have provided the declaration of compliance with provisions of the Companies Act, 2013 relating to their independence.

Mr. Bhanubhai Patel, Non-Executive Director has resigned from the Board with effect from January 15, 2014. Mr. Ambalal Patel, the Technical Director, has given his resignation from the Board with effect from October 1, 2014. The Board accepts the resignation of both the Directors and appreciates their valuable contributions in the Company''s growth and progress.

Consequent to applicability of the Companies Act, 2013 with effect from April 1, 2014, Mr. Kanubhai Patel, an Independent Director appointed in accordance with the extant Companies Act, 1956, is henceforth re-designated as the Non-Executive Director of the Company.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and compliance certificate there upon and also a Management Discussion Analysis Report are annexed hereto this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under section 217(2A) of the Companies Act, 1956 have not been furnished.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 and of the profits of the Company for that period;

(iii) proper and sufficient care has been taken 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;

(iv) the Annual Accounts have been prepared on a going concern basis.

(11) AUDITORS AND AUDITORS'' REPORT

M/s. Darji & Associates, Chartered Accountants firm located in Vallabh Vidyanagar, retire at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment as the Statutory Auditor in accordance with Section 139 of the Companies Act, 201 3. The Statutory Auditor shall hold the office for a tenure of three years from conclusion of this Annual General Meeting; provided the said appointment shall be ratified every year in each Annual General Meeting convened during the tenure of the Auditor(s).

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

(13) SECRETARIAL AUDITOR

The Company has appointed Mr. D. G. Bhimani, Practicing Company Secretary and Proprietor of D. G. Bhimani & Associates, Anand, (Membership No. 12192), for conducting secretarial audit of the Company for the financial year 2014-15.

(14) INTERNAL AUDITOR

The Company has appointed M/s Kiran Patel & Co., Chartered Accountants firm, Anand, (Membership No.105190W), for conducting internal audit of the Company for the financial year 2014-15.

(15) ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

Your Directors look forward to do a long and fruitful association with all of them.

By the Order of the Board of Swiss Glascoat Equipments Limited

Date: 24.07.2014 Mr. Kanubhai Patel Mr. Sudarshan Amin Place: V. U. Nagar Chairman Managing Director

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 22nd Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31 st March, 201 3.

(1) FINANCIAL AND WORKING RESULTS* (INR in ''000s)

PARTICULARS 2012-13 2011-12

Turnover 756144.18 704022.46

Profit Before Depreciation and Tax 72020.20 62941.23

Profit Before Tax 53393.38 46415.12

Profit After Tax 36080.53 28075.40

Appropriation

Proposed Dividend 11000.00 11000.00

Tax on proposed dividend 1784.48 1784.48

General Reserve 20000.00 12000.00

Earning Per Share (EPS) 7.22 5.62

*The figures are regrouped, rearranged and recast wherever considered necessary.

(2) PERFORMANCE REVIEW

Your Company has been able to steer through financial year 2012-1 3, which was another challenging year witnessing rapidly rising inflation rate, and has achieved a good performance with an increase in turnover and profitability. The Company has reported an increase in turnover of INR 756,144.18 thousands as against last year''s turnover of INR 704,022.46 thousands. The Company has earned INR 36,080.53 thousands as Profit after Tax as against INR 28,075.40 thousands last year.

(3) DIVIDEND

Looking to the profitability of the Company and forthcoming year, your Directors are pleased to recommend a Dividend of Rs. 2.20 (@ 22 %) per share for the year 2012-1 3, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 12,784.48 thousands, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the promoters, directors and their friends and relatives in compliance with Section 58A of the Companies Act, 1956 and rules made there under.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1 956, dividend of INR 229.1 0 thousands pertaining to the year 2004-05, which remained unclaimed and unpaid for a period of seven years, has been transferred to the Investor Education and Protection Fund established by the Central Government.

(6) DIRECTORS

Mr. Bhanubhai Patel and Mr. Kaushik Shah, Independent Directors, are to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. A brief profile of these Directors is provided in the Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and compliance certificate there upon and also a Management Discussion Analysis Report are annexed hereto this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under section 217(2A) of the Companies Act, 1956 have not been furnished.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 and of the profits of the Company for that period;

(iii) proper and sufficient care has been taken 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;

(iv) the Annual Accounts have been prepared on a going concern basis.

(11) AUDITORS AND AUDITORS'' REPORT

M/s. Darji & Associates, Chartered Accountants firm located in Vallabh Vidyanagar, retire at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment as the Statutory Auditor in accordance with the prescribed limits under Sections 224(1B) and 226 of the Companies Act, 1956.

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

(12) COST AUDITOR

M/s. Nanty Shah & Associates, Cost Accountants, Surat, (Membership No. 31497), being eligible for re- appointment, has been re-appointed with the approval of the Central Government as the Cost auditor of the Company for the financial year 2013-14.

The Company has received a letter from him to the effect that his appointment, if made, would be in accordance with Section 233(2) read with Section 224(1B) and Section 226(3) & (4) of the Companies Act, 1956.

(13) ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

Your Directors look forward to do a long and fruitful association with all of them.

By the order of the Board

Date: 02.08.2013 Mr. Kanubhai K. Patel Mr. Sudarshan P. Amin

Place: Vitthal Udyognagar Chairman Managing Director

Mar 31, 2012

The Directors are pleased to present the 21st Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31 st March, 2012.

(1) FINANCIAL AND WORKING RESULTS

(INR in 000)

Particulars 2011-2012 2010-2011

Turnover 704,022.46 5,29,536.04

Profit Before Depreciation and Tax 62,941.23 54,646.80

Profit Before Tax 46,415.12 38,662.24

Profit After Tax 28,075.40 27,070.21

Appropriation

Proposed Dividend 11,000,00 10,000.00

Tax on proposed dividend 1,784.48 1,622.25

General Reserve 12,000.00 18,000.00

Earning Per Share (EPS) 5.62 5.41

* The figures are regrouped and rearranged wherever necessary,

(2) PERFORMANCE REVIEW

Your Company has been able to steer through financial year 2011-12, which was another challenging year witnessing rapidly rising inflation rate, and has achieved a good performance with an increase in turnover and profitability. The Company has reported an increase in turnover of INR 704022.46 thousands as against last year's turnover of INR 529536 04 thousands. The Company has earned INR 28075.40 thousands as Profit after Tax as against INR 27070.21 thousands in last year.

Your Company has installed Welding Robot to enhance productivity.

With a view to strengthen its global presence, the Company had exhibited its products in the ACHEMA, an international exhibition held in Frankfurt, Germany, so as to meet its global end users and to understand their needs.

(3) DIVIDEND

Looking to the profitability of the Company, your Directors are pleased to recommend a Dividend of INR 2.20 (@ 22 %) per share for the year 201 1-12, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 12784,48 thousands, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the promoters, directors and their friends and relatives in compliance with Section 58Aofthe Companies Act, 1956 and rules made there under.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, dividend of INR 191.80/- thousands pertaining to the year 2003-04, which remained unpaid and/or unclaimed fora period of seven years, has been transferred to the Investor Education and Protection Fund.

(6) DIRECTORS

WE MOURN THE DEATH OF MR. SHASHIKANT PURSHOTTAMDAS PATEL, ONE OF THE PROMOTERS AND NON-EXECUTIVE DIRECTORS OFTHE COMPANY. MAY HIS SOUL REST IN PEACE.

Mr. Kanubhai Patel and Mr. Paresh Shah are to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The profile of these Directors is provided in the Corporate Governance Report.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and also a Management Discussion Analysis Report are annexed hereto this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1) (e) of the Companies Act, 195 6 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under section 217(2A) of the Companies Act, 1956 have not been furnished.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards along with proper explanation relating to material departure, if any, have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 and of the profits of the Company for that period;

(iii) proper and sufficient care has been taken 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;

(iv) the Annual Accounts have been prepared on a going concern basis.

(11) AUDITORS AND AUDITORS' REPORT

M/s. Darji & Associates, Chartered Accountants, V. V Nagar, the Statutory Auditor of the Company, hold office until the conclusion of this Annual General Meeting and is eligible for re-appointment.

The Company has received the letter from him to the effect that his reappointment, if made, would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956 and that he is not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

(12) COST AUDITOR'S APPOINTMENT

Consequent to the Cost Audit Order dated 24.01.2012 issued by the Ministry of Corporate Affairs, the Company has appointed M/s. Nanty Shah & Associates, Cost Accountants, Surat, with the approval of the Central Government.

The Company has received the letter from him to the effect that his appointment, if made, would be in accordance with Section 233(2) read with Section 224( IB) and Section 226(3) & (4) of the Companies Act, 1956.

(13) ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

BY THE ORDER OF THE BOARD OF

SWISS GLASCOAT EQUIPMENTS LTD.

Date: : 25.07.2012 Mr. Kanubhai K. Patel Mr. Sudarshan R Amin

Place: Vitthal Udyognagar Chairman Managing Director

Mar 31, 2010

The Directors are pleased to present the 19th Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2010.

(1) FINANCIAL AND WORKING RESULTS

(Rs. In 000s)

PARTICULARS 2009-10 2008-09

Turnover 454912.84 423842.12

Profit Before Depreciation and Tax 45620.83 F36954.69

Profit Before Tax 35790.18 27974.66

Profit After Tax 24013.27 17953.53

Balance Available for Appropriation 38725.16 31/21.59

Appropriation

Proposed Dividend 8500.00 6000.00

Tax on proposed dividend 1444.58 1019.70

General Reserve 20000.00 10000.00

Earning Per Share (EPS) (in Rs) 4.80 3.52

Face Value - Rs. 10 per share

(2) PERFORMANCE REVIEW

Your Company has achieved a good performance during the year with an increase in turnover and profitability. The Company has reported turnover of Rs. 454912.84 thousands as against last years turnover of Rs. 423842.12 thousands. The Company has earned Rs. 24013.27 thousands as Profit after Tax as against Rs^7953.53 thousands last year.

Your Directors are very keen to work in the direction of managing costs and improving profitability of the Company. Hence, a 1.25 MW Windmill has been installed at Baradia located in Jamnagar district for purpose of captive consumption. The Windmill will cater one-third of the annual demand of the electricity consumption of the Company. The commissioning of the Windmill started in mid-March, 2010.

(3) DIVIDEND

Looking to the profitability of the Company, your Directors are pleased to recommend a Dividend of Rs. 1.70 (@ 17%) per share of Rs. 10 each, subject to the approval of the Members in the ensuing Annual General Meeting for the year 2009-10. The Dividend, if approved by the Members, will result in cash outflow of Rs. 9944.58 thousands, including dividend tax.

(4) DEPOSITS

The Company is not accepting any deposits from the public.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, amount of dividend of Rs. 179.40 thousands, which remains unpaid or unclaimed for a period of seven years, has been transferred to the Investor Education and Protection Fund.

(6) DIRECTORS

Shri Kanubhai K. Patel, Shri Bhanubhai B. Patel and Shri Kaushik R. Shah are to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT

A Report on Corporate Governance and also a Management Discussion Analysis Statement are annexed hereto and forms part of this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month or for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies

Act, 1956 have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 and of the profits of the Company for that period;

(iii) proper and sufficient care has been taken 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;

(iv) the Annual Accounts have been prepared on a going concern basis.

(11) AUPITORS

M/s. Darji & Associates, Chartered Accountants, Vallabh Vidyanagar, retires at the conclusion of this Annual General Meeting and are eligible for re-appointment as the Statutory Auditors of the Company.

(12) ACKNOWLEDGEMENTS

Your Directors thank the Companys customers, vendors, investors, business associates, bankers for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

On Behalf of the Board of Directors

For SWISS GLASCOAT EQUIPMENTS LIMITED

Date: 20.07.2010 Mr. Kanubhai Patel Mr. Sudarshan Amin

Place: Vitthal Udyognagar Chairman Managing Director

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Directors Report of HLE Glascoat Ltd.

FINANCIAL HIGHLIGHTS

BUSINESS OVERVIEW

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Thaletec, GmbH and Thaletec Inc., USA

The Financial Highlights of Thaletec GmbH (including itsstep-down subsidiary) is as under:

Financial highlights

Kinam Group

Thaletec LLP (Previously known as Thaletec / H L Equipments)

The Financial Highlights of Thaletec LLP is as under:

DIVIDEND

TRANSFER TO RESERVES

SHARE CAPITAL

DEPOSITS

CREDIT RATING

PARTICULARS OF LOANS, GUARANTEES, ORINVESTMENTS - UNDER SECTION 186 OF THECOMPANIES ACT, 2013

INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

DETAILS OF NODAL OFFICER

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES

PARTICULARS RELATING TO CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO

PARTICULARS OF REMUNERATION OF DIRECTORSAND EMPLOYEES

ANNUAL RETURN

BUSINESS RESPONSIBILITY & SUSTAINABILITYREPORT [BRSR]

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSISREPORT

RISK MANAGEMENT

DIRECTORS'' RESPONSIBILITY STATEMENT

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS AND COMMITTEES FORMEDTHEREUNDER

NUMBER OF BOARD MEETINGS

DECLARATION BY INDEPENDENT DIRECTORS

PERFORMANCE EVALUATION OF THE DIRECTORS

CORPORATE SOCIAL RESPONSIBILITY [CSR]

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

DIVIDEND DISTRIBUTION POLICY

PREVENTION OF SEXUAL HARASSMENT AT THEWORKPLACE

COST AUDITORS

LISTING REGULATIONS COMPLIANCE / LISTING ONNSE

DETAILS OF SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

PROCEEDING UNDER INSOLVENCY ANDBANKRUPTCY CODE, 2016

GENERAL

ACKNOWLEDGEMENTS

By the Order of the Board ofHLE Glascoat Limited

â¢ FINANCIAL HIGHLIGHTS

BUSINESS OVERVIEW

â¢ SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Thaletec, GmbH and Thaletec Inc., USA

The Financial Highlights of Thaletec GmbH (including its step-down subsidiary) is as under:

Kinam Group

Thaletec (Previously known as H L Equipments)

DIVIDEND

â¢ TRANSFER TO RESERVES

â¢ SHARE CAPITAL

DEPOSITS

â¢ CREDIT RATING

â¢ PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS - UNDER SECTION 186 OF THE COMPANIES ACT, 2013

â¢ INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

â¢ DETAILS OF NODAL OFFICER

â¢ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

â¢ PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF REMUNERATION OF

DIRECTORS AND EMPLOYEES

ANNUAL RETURN

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT [BRSR]

â¢ CORPORATE GOVERNANCE

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT

â¢ RISK MANAGEMENT

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

â¢ NUMBER OF BOARD MEETINGS

â¢ DECLARATION BY INDEPENDENT DIRECTORS

â¢ PERFORMANCE EVALUATION OF THE DIRECTORS

â¢ CORPORATE SOCIAL RESPONSIBILITY [CSR]

â¢ VIGIL MECHANISM/ WHISTLE BLOWER POLICY

â¢ ACKNOWLEDGEMENTS

More Information on HLE Glascoat Ltd.

HLE Glascoat Ltd. Tools

HLE Glascoat Ltd. Company Details

Company History

The Financial Highlights of Thaletec GmbH (including its
step-down subsidiary) is as under:

PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS - UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

PARTICULARS RELATING TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF REMUNERATION OF DIRECTORS
AND EMPLOYEES

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT [BRSR]

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

BOARD OF DIRECTORS AND COMMITTEES FORMED
THEREUNDER

PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE

LISTING REGULATIONS COMPLIANCE / LISTING ON
NSE

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

By the Order of the Board of
HLE Glascoat Limited

â¢ FINANCIAL HIGHLIGHTS

â¢ SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

â¢ TRANSFER TO RESERVES

â¢ SHARE CAPITAL

â¢ CREDIT RATING

â¢ PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS - UNDER SECTION 186 OF THE COMPANIES ACT, 2013

â¢ INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

â¢ DETAILS OF NODAL OFFICER

â¢ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

â¢ PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

â¢ CORPORATE GOVERNANCE

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT

â¢ RISK MANAGEMENT

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

â¢ NUMBER OF BOARD MEETINGS

â¢ DECLARATION BY INDEPENDENT DIRECTORS

â¢ PERFORMANCE EVALUATION OF THE DIRECTORS

â¢ CORPORATE SOCIAL RESPONSIBILITY [CSR]

â¢ VIGIL MECHANISM/ WHISTLE BLOWER POLICY

â¢ ACKNOWLEDGEMENTS