Directors Report of HP Adhesives Ltd.

Mar 31, 2025

The Board of Directors are delighted to present the 6^th Annual Report on the business and operations of HP Adhesives Limited
(''the Company’) along with the summary of consolidated and standalone financial statements for the year ended 31^st March,
2025.

In compliance with the applicable provisions of the Companies Act, 2013, (''the Act’), the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations’), this Board’s Report is
prepared based on the Standalone financial statements of the Company for the year under review and also presents the key
highlights of performance of Subsidiary and its contribution to the overall performance of the Company for the year under
review.

OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of consolidated and standalone financial performance for the year ended 31^st March, 2025, are summarised as
under:

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	25,287.16	23,590.60	25,124.64	23,590.60
Other income	457.62	337.09	448.22	337.09
Total Revenue	25,744.78	23,927.69	25,572.86	23,927.69
Total Expenditure	23,371.94	21,138.44	23,254.36	21,138.44
Profit before Exceptional items and tax	2,372.84	2,789.26	2,318.50	2,789.26
Less: Exceptional items	-	22.40	-	22.40
Profit Before Tax	2,372.84	2,811.66	2,318.50	2,811.66
Tax expenses	548.48	754.84	534.47	754.84
Profit after Tax	1,824.36	2,056.81	1,784.03	2,056.81
Other Comprehensive Income for the year	(9.69)	3.29	(9.69)	3.29
Total Comprehensive Income for the year	1,814.67	2,060.10	1,774.34	2,060.10

FINANCIAL HIGHLIGHTS
Consolidated Performance

In FY 2024-25, Company reported Revenue from operations
of 25287.16 Lakhs compared to 23,590.60 Lakhs in the
previous financial year resulting in a growth of 7.19%
year-on-year. Profit before tax (after exceptional items)
decreased to 2,372.84 Lakhs in financial year ended March
2025 compared to Profit before tax (after exceptional items)
of 2,811.66 Lakhs in the previous year, a decline of 15.60%.
Net Profit for the year FY 2024-25 was '' 1824.36 Lakhs
compared to '' 2056.81 Lakhs in the previous year FY 2023¬
24 registering a drop of 11.30%.

Revenue has increased due to healthy volume growth
on account of increasing distribution strength, deeper
penetration in existing customers and addition of new
product categories. Though Profitability has got impacted
in FY 2024-25, we believe its not a structural decline but
temporary in nature as the expenses have increased
primarily on account of increased employee expenses which
are primarily in the sales team which will lead to increased
business in the coming years as well as higher initial costs
towards opening of new depots to serve its expanding
distribution network and higher business promotion
expenses to maintain its market share in the industry as
the demand scenario was tepid in the year. Going forward,
these investments are expected to yield returns by way of
increased revenue as well as improved profitability.

The financial results have been discussed in detail in the
Management Discussion and Analysis Report which forms
part of this Annual report.

Standalone Performance

In FY 2024-25, Company reported Revenue from operations
of 25124.64 Lakhs compared to 23,590.60 Lakhs in the
previous financial year resulting in a growth of 6.50%
year-on-year. Profit before tax (after exceptional items)
decreased to 2,318.50 Lakhs in financial year ended March
2025 compared to Profit before tax (after exceptional items)
of 2,811.66 Lakhs in the previous year, a decline of 17.54%.
Net Profit for the year FY 2024-25 was '' 1784.03 Lakhs
compared to '' 2056.81 Lakhs in the previous year FY 2023¬
24 registering a drop of 13.26%.

DIVIDEND & RESERVES
Declaration and payment of dividend

The Board of Directors at their meeting held on 13^th May,
2025, has recommended payment of '' 0.40 (20%) per equity
share of '' 2/- each fully paid-up as final dividend for the
financial year 2024-25. The final dividend, subject to the
approval of the shareholders at the ensuing Annual General
Meeting ("AGM") of the Company.

In terms of Ind AS 10, events after the reporting period as
notified by the Ministry of Corporate Affairs, the proposed
dividend of '' 367.50 Lakhs is not recognised as a liability as
of 31^st March, 2025.

The dividend, if approved at the ensuing AGM, would be paid
to those Members whose names appear in the Register of
Members/Beneficial Owners maintained by the depositories
as stated in notice of the ensuing AGM.

Record date

The record date fixed for determining the entitlement
of Members for payment of dividend is Tuesday, 23^rd
September, 2025. According to the Finance Act, 2020,
dividend income will be taxable in the hands of the members
and the Company is required to deduct tax at source from

the dividend paid to the members as per the rates prescribed
under Income Tax Act, 1961.

Unclaimed dividends

The provision of Section 125 of the Act is not applicable as
the Company has declared its first dividend in financial year
2023-24.

Transfer to Reserves

As permitted under the Act, the Board does not propose to
transfer any amount to general reserve and has decided
to retain the entire amount of profit for FY 2024-25 in the
retained earnings.

CHANGES IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AFFECTING THE COMPANY (AFTER
CLOSURE OF FINANCIAL YEAR)

There are no material changes and commitments, affecting
the financial position of the Company which has occurred
between the close of the Financial Year as on 31^st March,
2025, to which the Financial Statement relate and the date
of this Report.

The proceeds of IPO were utilised for the objects as disclosed in the Prospectus. Details as on 31st March, 2025 are as
follows:

Sr. No.	Object	Original Amount proposed to be utilised as per the offer document	Revised Amount proposed to be utilised	Amount utilised1	Amount Unutilised
1.	Funding capital expenditure for the Proposed Expansion	#2,550.86	2,550.86	2313.60	237.26
2.	Funding the incremental working capital requirements of our Company	5,400.00	5,400.00	5,400.00	0.00
3.	General corporate purposes	1,723.50	1,718.20	1,718.20	0.00
	Total	9,674.36	9,669.06	9,431.80	237.26

*The amount utilised represents actual payments made inclusive of taxes.

#The amount has been utilised for the Capex Object as defined in the Prospectus. However, there has been a delay in utilisation
of the Capex amount as compared to revised timeline.

Details of delay in implementation of the object(s) are mentioned hereunder:

SHARE CAPITAL

Authorised, Issued, Subscribed And Paid-Up Equity Share Capital

As on 31^st March, 2025 the Authorised, Issued, Subscribed and Paid-up Equity Share Capital of the Company is as follows:

Particulars	No. of Shares	Face Value (?)	Total Share Capital (in '')
Authorised	10,00,00,000	2.00	20,00,00,000.00
Issued, Subscribed and Paid-up	9,18,74,735	2.00	18,37,49,470.00

Object(s)	Completion Date		Delay (No.	Comments of Board of Directors
Name	As per Offer Document	Actual	of days/ months)	Reason of delay	Proposed Course of Action
Capex	Q4 FY 2023-24	Q4 FY 2024¬ 25 (balance payments by Q2 FY 2025-26)	3-6 months from end of FY 2024-25, depending upon delivery of machines / equipment / completion of contracts, etc.	As there was a delay in spending in FY 2021-22 allocated amount, the amount proposed to be spent on capex in FY 2022-23 has spilled over to FY 2023-24. However, capex for capacity additions have not been impacted and the same has been carried out as per expected production forecast to meet estimated demand.	As mentioned in earlier Company Declarations, unutilised IPO proceeds were to be utilised by Mar-25. Majority of capex IPO proceeds have been utilised. Unutilised capex proceeds beyond 31 st March, 2025 is towards those equipments/machineries/work orders where Purchase Orders / Work orders have been issued before 31st March, 2025 (except one which is under negotiation) and only balance payment is pending which is as per progress / delivery schedule.

Utilisation Of IPO Proceeds

Pursuant to Regulation 32 of the Listing Regulations, a statement/explanation for the deviation(s) or variation(s) in the use of
proceeds of IPO is herein given below:

Particulars of Issue	Shares Issued	Amount Raised	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
IPO	45,97,200 Equity Shares, out of which 41,40,000 Equity Shares were fresh issue and the balance 4,57,200 Equity Shares was an offer for sale by Mrs. Anjana Haresh Motwani, Promoter of the Company.	Out of the IPO Proceeds of '' 12,596.33 Lakhs, proceeds to the Company through fresh issue of shares was '' 11,343.60 Lakhs and Net proceeds after IPO expenses was '' 9,669.12 Lakhs.	*There were no instances of deviation(s) or variation(s) in the utilisation of proceeds as stated in the objects in Prospectus, in respect of the IPO issue of the Company.

There has been no deviation in the utilisation ot the IPO proceeds ot the Company. The Monitoring Agency Reports are available
on the Company website www.hpadhesives.com as well as submitted to stock exchanges.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Act
and the rules made there under.

HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

During the time under review, the Company formed one subsidiary - Unitybond Solutions Private Limited; there are no Associate
Companies or Joint Ventures.

Consolidated Financial Statements

According to Section 129(3) of the Act, the consolidated financial statements of the Company and its Subsidiary is prepared
in accordance with the relevant Indian Accounting Standard specified under the Act, and the rules thereunder form part of this
Annual Report. A statement containing the salient features of the financial statements of the Company’s subsidiary in Form No.
AOC-1 as "Annexure I" is provided in this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in
respect of subsidiaries, are available on the Company’s website at www.hpadhesives.com.

The details of the business of operating subsidiary during FY 2024-25 are given in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of the Board of the Company is in accordance with Section 149(6) of the Act and Regulation 17 of the SEBI
Listing Regulations. The detailed composition of the Board as of 31^st March, 2025 is as follows:

Sr. No.	Name of the Director	Designation
1	Mrs. Anjana Haresh Motwani	Chairman & Executive Director
2	Mr. Karan Haresh Motwani	Managing Director
3	Mrs. Nidhi Haresh Motwani	Executive Director
4	Mr. Surendra Kumar Mehta	Independent Director
5	Mr. Rajendra Kumar Jain	Independent Director
6	Mr. Ajeet Ananta Walavalkar	Independent Director

None of the Directors on the Board are disqualified under the
provisions of the Act.

In terms of the requirement of the SEBI Listing Regulations, the
Board has identified core skills, expertise, and competencies
of the Directors in the context of the Company’s businesses
for effective functioning. The list of key skills, expertise and
core competencies of the Board of Directors is detailed in
the Corporate Governance Report.

In the opinion of the Board, all the Directors, including the
Directors re-appointed during the year under review possess
the requisite qualifications, experience & expertise and hold
high standards of integrity.

RETIREMENT BY ROTATION

Mrs. Anjana Motwani, Executive Director of the Company,
is liable to retire by rotation and being eligible for re¬
appointment at the ensuing Annual General Meeting ("AGM")
of your Company, has offered herself for re-appointment.
Her details as required under the SEBI Listing Regulations
are contained in the accompanying Notice convening the
ensuing AGM of your Company.

An appropriate resolution seeking your approval for her re¬
appointment as Director is included in the Notice.

INDEPENDENT DIRECTORS'' DECLARATION

All the Independent Directors of the Company have
submitted declarations that each of them meets the criteria
of independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1)
(b) of SEBI Listing Regulations and they continue to comply
with the Code of Conduct laid down under Schedule IV to the
Act. In terms of Regulation 25(8) of SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstance or situation that exists or may
be reasonably anticipated that could impair or impact their
ability to discharge their duties with an objective independent

judgment and without any external influence. The Directors
have further confirmed that they are not debarred from
holding the office of the director under any SEBI Order or any
other such authority.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied with the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors and complied with the requirements
of passing proficiency test, as applicable.

KEY MANAGERIAL PERSONNEL

Mr. Karan Haresh Motwani, Managing Director, Mr. Mihir
Suresh Shah, Chief Financial Officer and Ms. Jyoti Nikunj
Chawda, Company Secretary and Compliance Officer are
Key Managerial Personnel of the Company in accordance
with the provisions of Section(s) 2(51) and 203 of the Act
read with the Companies (Appointment and Remuneration
of Managing Personnel) Rules, 2014. Further, Ms. Jyoti
Nikunj Chawda, have resigned from the post of Company
Secretary & Compliance Officer w.e.f. 9^th August, 2025.

BOARD AND COMMITTEE MEETINGS

The Board meetings are convened regularly to review and
determine the Company’s business policies and strategies,
alongside other key governance matters. It maintains robust
operational oversight with quarterly meetings featuring
comprehensive presentations. Board and Committee
meetings are scheduled in advance and informed to
Directors, enabling them to plan their schedules effectively

and participate meaningfully in discussions. Only in case
of special and urgent business matters, if the need arises,
Board’s or Committee’s approval is taken by passing
resolutions through circulation or by calling the Board /
Committee meetings at a shorter notice, in accordance with
the applicable law.

The agenda for the Board and Committee meetings includes
detailed notes on the items to be discussed to enable the
Directors to make an informed decision.

Your Board of Directors met 5 (Five) times during the FY
2024-25. The details of the meetings and the attendance of
the Directors are mentioned in the Corporate Governance
Report. The intervening gap between meetings were not
more than 120 days as required under the Act and SEBI
Listing Regulations.

The Board of Directors of your Company have formed various
committees, as per the provisions of the Act and SEBI Listing
Regulations and as a part of the best corporate governance
practises, the terms of reference and the constitution of
these Committees are in compliance with the applicable
laws and to ensure focused attention on business and for
better governance and accountability. The constituted
committees are as below:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee; and

d) Corporate Social Responsibility Committee.

The details with respect to the composition, terms of
reference, number of meetings held and business transacted
by the aforesaid committees are given in the Corporate
Governance Report of the Company which is presented in
a separate section and forms a part of the Annual Report of
the Company.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION
AND OTHER DETAILS

Based on the recommendation of the Nomination and
Remuneration Committee (NRC), the Board has adopted
the Remuneration Policy for Directors, KMPs and Senior
Management Personnel. NRC has formulated the criteria
for determining the qualifications, positive attributes and
independence of an Independent Director. The Company’s
Policy on Directors’ appointment and remuneration and
other matters provided in Section 178(3) of the Act is
disclosed in the Corporate Governance Report, which is a
part of the Annual Report and is also available on https://
www.hpadhesives.com/wp-content/uploads/2014/08/
Nomination-and-Remuneration-Policy.pdf.

BOARD EVALUATION AND ASSESSMENT

Pursuant to the provision of the Act read with Regulation
17 of the SEBI Listing Regulations, the Board carried out
a performance evaluation of the Board of Directors as a
whole, Committees of the Board and Individual Directors.
The performance of the Board as a whole, Committees and
Individual Directors was evaluated by seeking inputs from all
Directors based on certain parameters as per the Guidance
Note on Board Evaluation issued by SEBI. The feedback
received from the Directors was discussed and reviewed by
the Independent Directors at their separate annual meeting
held on 12^th February, 2025, and also shared with the Board.
The Independent Directors in the said meeting also evaluated
the quality, quantity and timeliness of the flow of information
between the Management and the Board, that is necessary
for the Board to effectively and reasonably perform their
duties. They expressed their satisfaction in respect thereof.

FAMILIARISATION PROGRAMME

Towards familiarisation of the Independent Directors with
the Company, the independent directors of the Company
were enlightened about the business affairs of the Company,
product portfolio, business strategies, financial performance
and industry scenario including those pertaining to
Legislations & Economic environment and on matters
affecting the Company. Periodic presentations are also made
at the Board and Committee meetings on business and
performance updates of the Company including Finance,
Sales, Marketing, Business strategy and risks involved.

The details of Familiarisation Program imparted to the
Independent Directors for the FY 2024-25 are available on
the website of the Company at www.hpadhesives.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of their knowledge and ability, confirm that:

i. in preparation of the annual accounts for the year
ended 31 ^st March, 2025, the applicable accounting
standards have been followed and there are no material
departures from the same;

ii. they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of state of affairs of the Company
as at 31^st March, 2025 and of the profit of the Company
for the year ended on that day;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for

safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;

iv. the Annual Accounts for the year ended 31^st March,
2025 have been prepared on a "going concern" basis;

v. they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively throughout the financial year ended 31^st
March, 2025; and

vi. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that
such systems are adequate and operating effectively
throughout the financial year ended 31^st March, 2025.

Further, there are no qualifications, reservations or adverse
remarks made by the statutory auditor/secretarial auditor in
their respective reports.

BUSINESS RESPONSIBILITY REPORT

The provision of Regulation 34(2)(f) of the SEBI Listing
Regulations, regarding the Business Responsibility Report is
not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, a
separate section on Management Discussion and Analysis
Report which also covers the consolidated operations
reflecting the global nature of our business forms an integral
part of the Integrated Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI
Listing Regulations, a separate section on the Corporate
Governance Report, forms an integral part of the Annual
Report. A certificate from Practicing Company Secretary
confirming compliance with corporate governance norms,
as stipulated under the SEBI Listing Regulations, is annexed
to the Corporate Governance Report.

AUDITORS
Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act, M/s.
Priya Choudhary & Associates LLP Chartered Accountant
(Firm Registration No. 011506C/C400307) are appointed as
the Statutory Auditor’s of the Company from the conclusion
of 1^st Annual General Meeting up to the conclusion of 6^th
Annual General Meeting of the Company.

Further pursuant to the provisions of Section 139, 142 and
other applicable provisions, if any of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014

(including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) the Audit Committee and
the Board of Directors have approved the re-appointment
and remuneration M/s. Priya Choudhary & Associates LLP,
Chartered Accountant (Firm Registration No. 01 1506C/
C400307) as the Statutory Auditors of the Company, to hold
office for a period of 5 (five) consecutive years commencing
from the conclusion of 6^th Annual General Meeting till
the conclusion of the 11^th Annual General Meeting of the
Company to be held in the financial year 2030-31.

M/s. Priya Choudhary & Associates LLP has consented to
act as the Statutory Auditor of the Company and confirmed
that their appointment, if approved, would be within the limits
prescribed under the Companies Act, 2013 and SEBI LODR
Regulations. They have further confirmed that they are not
disqualified to be appointed as the Statutory Auditor under
the applicable provisions of the Act, rules made thereunder,
and SEBI Listing Regulations.

Secretarial Auditor:

Pursuant to the amended provisions of Regulation 24A
of the SEBI Listing Regulations and Section 204 of the
Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Audit Committee and the Board of Directors have approved
the appointment and remuneration of M/s. Shivam Sharma
& Associates, Practicing Company Secretaries (Certificate
of Practice No. 16558), as the Secretarial Auditor of the
Company for a term of five (5) consecutive years, effective
from 01^st April, 2025 till March 31, 2030. The Board has
recommended his appointment for approval of the Members
at the ensuing Annual General Meeting (AGM).

A brief profile and other relevant details of M/s. Shivam
Sharma & Associates are provided in the Notice convening
the ensuing AGM.

M/s. Shivam Sharma & Associates has consented to act as
the Secretarial Auditor of the Company and confirmed that
their appointment, if approved, would be within the limits
prescribed under the Companies Act, 2013 and SEBI LODR
Regulations. They have further confirmed that they are not
disqualified to be appointed as the Secretarial Auditor under
the applicable provisions of the Act, rules made thereunder,
and SEBI Listing Regulations.

AUDITOR''S REPORT
Statutory Audit Report:

The Auditor’s Report on the financial statements of the
Company for the financial year ended 31^st March, 2025 forms
part of the Annual Report. The said report was issued by the
Statutory Auditor with an unmodified opinion and does not

contain any qualifications, reservations or adverse remarks.
During the year under review, the Auditors have not reported
any fraud under Section 143(12) of the Act and therefore
disclosure of details under Section 134(3)(ca) of the Act is
not applicable.

Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 for FY 2024-25 is
enclosed as "Annexure II" to this report. The Secretarial Audit
Report does not contain any qualifications, reservations
or adverse remarks. During the year under review, the
Secretarial Auditor has not reported any fraud under Section
143(12) of the Act and therefore disclosure of details under
Section 134(3)(ca) of the Act is not applicable.

ACCOUNTING TREATMENT

The accounting treatment is in line with the applicable
Indian Accounting Standards (IND-AS) as recommended
by the Institute of Chartered Accountants of India (ICAI) and
prescribed by the Central Government.

SECRETARIAL STANDARDS

During the year under review, the Company has complied
with all the applicable provisions of Secretarial Standard
- 1 and Secretarial Standard - 2 issued by the Institute of
Company Secretaries of India and notified by the Ministry of
Corporate Affairs.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

Policy on Related Party Transactions and the same is
available on its website at https://www.hpadhesives.com/
wp-content/uploads/2025/05/Policy-on-Related-Party-
Transaction-amended-on-12.02.2025.pdf. The Policy

captures framework for Related Party Transactions and
intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions with
related parties.

All transactions with related parties are placed before the
Audit Committee for its review and approval. An omnibus
approval from the Audit Committee is obtained for the related
party transactions which are repetitive in nature, based on
the criteria approved by the Audit Committee. The Audit
Committee reviews all transactions entered into pursuant to
the omnibus approvals on a quarterly basis.

All transactions with related parties entered into during
FY 2024-25 were at arm’s length basis and in the ordinary
course of business and in accordance with the provisions
of the Act and rules made thereunder, the SEBI Listing
Regulations and the Company’s Policy on Related Party
Transactions.

During the year under review, there were no transactions for
which consent of the Board was required to be taken in terms
of Section 188(1) of the Act and accordingly, no disclosure
is required in respect of the related party transactions in
Form AOC-2 under Section 134(3)(h) of the Act and rules
framed thereunder. Further, there were no material related
party transactions in terms of the SEBI Listing Regulations
requiring approval of the Members during the year under
review. The attention of the Members is drawn to note no.
30 of the financial statements setting out the disclosures on
related party transactions for FY 2024-25.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations,
your Company has filed the reports on related party
transactions with the Stock Exchanges within statutory
timelines.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, is enclosed as
"Annexure III" to this report.

RISK MANAGEMENT

The provision of Regulation 21(4) of SEBI Listing Regulations
is not applicable to the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual
Return of the Company prepared as per Section 92(3) of
the Act for the financial year ended 31 ^st March, 2025, is
available on the Company’s website and can be accessed
at www.hpadhesives.com. In terms of Rules 11 and 12 of
the Companies (Management and Administration) Rules,
2014, the Annual Return shall be filed with the Registrar of
Companies, within prescribed timelines.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

During the year under review, there were no significant and
material orders passed by the Regulators / Courts that
would impact the going concern status of the Company and
its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review and till date of this Report, the
Company has neither made any application against anyone

nor any proceedings were pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of Section 135 of the Act
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has constituted a Corporate
Social Responsibility (CSR) Committee. It is committed to
ensure the social well-being of the communities through
its CSR initiatives, in alignment with the Company’s key
priorities. The details of the Committee along with its terms
of reference have been provided in the Corporate Governance
Report.

The Company has adopted a Corporate Social Responsibility
Policy in accordance with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 which can be
accessed at https://www.hpadhesives.com/wp-content/
uploads/2014/08/Corporate-Social-Responsibility-Policy.
pdf.

The brief outline of the CSR Policy of the Company and the
initiatives undertaken by the Company during the financial
year ended 31^st March, 2025, in accordance with Section 135
of the Act and Companies (Corporate Social Responsibility
Policy) Rules, 2014 is set out in "Annexure IV" to this report.

INTERNAL FINANCIAL CONTROL

The Company has laid down internal financial control through
entity level control inter-alia to ensure orderly and efficient
conduct of business, including adherence to the Company’s
policies and procedures, accuracy and completeness of
accounting records and timely preparation and reporting of
reliable financial statements/information, safeguarding of
assets, prevention and detection of frauds and errors.

The Board of Directors of the Company have adopted various
policies like Related Party Transactions Policy, Whistle
Blower Policy, Code of Conduct for regulating, monitoring
and reporting Insider Trading and such other procedures for
ensuring the orderly and efficient conduct of its business,
prevention and detection of frauds and errors, accuracy and
completeness of the accounting and timely preparation of
financial information.

Based on the requirements under SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Board has approved the
Code of Conduct for Prohibition of Insider Trading and the
same is being implemented by the Company.

VIGIL MECHANISM

In pursuance of the provisions of Section 177(9) & (10) of
the Act and Regulation 22 of SEBI Listing Regulations, a vigil
mechanism named "HP Adhesives Limited Whistle Blower

Policy" for Directors and employees to report genuine
concerns has been established. The policy on whistle
mechanism can be accessed at https://www.hpadhesives.
com/wp-content/uploads/2014/08/Vigil-Mechanism-
Whistle-Blower-Policy.pdf.

The policy lays down a framework and process, which
provides a platform to disclose information, confidentially
and without fear of reprisal or victimisation, where there is
reason to believe that there has been serious malpractice,
fraud, impropriety, abuse or wrongdoing, grievances about
leakage of unpublished price sensitive information, illegal
and unethical behaviour within the Company to the Vigilance
Officer.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

During the period under review, the Company has not
provided any loans/ investments which come under the
provisions of Section 186 of the Companies Act, 2013.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

Bigshare Services Private Limited is the Registrar and
Transfer Agent of the Company. They were appointed as the
Registrar and Share Transfer Agent of the Company with
effect from 07^th July, 2021.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE POLICY

The Company has zero tolerance for sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder. The Company
has duly constituted an Internal Complaints Committee
(ICC) as required under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year under review, no complaint pertaining
to sexual harassment at work place has been received by
the Company.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(including amendments thereto), is attached as "Annexure
V" to this Report.

EMPLOYEES STOCK OPTION SCHEME

The Company has adopted the HP ADHESIVES EMPLOYEES
STOCK OPTION SCHEME - 2024 (the "ESOP 2024 Scheme")

for a pool of 15,00,000 options. Further, the Company has not
made any grants under the ESOP 2024 Scheme. A certificate
pursuant to Regulation 13 of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 has been obtained from Shivam
Sharma & Associates, Secretarial Auditors of the Company,
and is annexed to this Report

HUMAN RESOURCES

The Company considers its Human Resource (HR) as the
key to achieve its objectives. HR and Functional Department
creates all strategies along with Senior Management and
Board of Directors to attract talent and build capabilities.
The employees are sufficiently empowered and enabled to
work in an environment that inspires them to achieve higher
levels of performance. The unflinching commitment of the
employees is the driving force behind fulfilling the Company’s
vision. Your Company appreciates the contribution of its
dedicated employees.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women
employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

GENERAL

Your directors state that no disclosure or reporting is required
in respect of following items as there were no transactions
on these items during the year under review:

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

b. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme;

c. No significant or material orders passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in
future;

d. No frauds were reported by the Auditors during the year
under review; and

e. Maintenance of Cost Records as specified by the
Central Government under Section 148(1) of the
Companies Act, 2013 is not required by the Company.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management
Discussion & Analysis Report describing the Company’s
objectives, expectations or forecasts may be forward-looking
within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.

ACKNOWLEDGEMENTS

Your Directors express their gratitude to the members,
bankers, customers, regulatory and statutory authorities,
and other business stakeholders for their valuable support
and co-operation.

Your directors also thank the employees of the Company for
their continued contribution, commitment and dedication.

For and on behalf of the Board of Directors
For HP Adhesives Limited

Mrs. Anjana Haresh Motwani Mr. Karan Haresh Motwani

Place: Mumbai Chairperson & Executive Director Managing Director

Date: 8^th August, 2025 DIN: 02650184 DIN: 02650089

1

Necessary disclosures have been made to the Stock Exchanges in the Statement of Deviation/Variation Report issued
quarterly along with the Financial Statements.

---

Mar 31, 2024

Your Board of Directors ("the Board") is pleased to present the 5^th Annual Report of HP Adhesives Limited ("the Company") for the financial year ended 31^st March, 2024.

In compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the FY 2023-24.

FINANCIAL HIGHLIGHTS / RESULTS

('' in lakhs)

Particulars	For the financial year 2023-24	For the financial year 2022-23
Revenue from operations	23,601.78	23,299.60
Other income	325.91	293.47
Total income from operations	23,927.69	23,593.06
Total Expenditure	21,138.44	21,952.16
Profit before Exceptional items and tax	2,789.26	1,640.90
Add/(Less): Exceptional items	22.40	(137.54)
Profit Before Tax	2,811.66	1,503.36
Tax expenses	(754.84)	(417.55)
Profit after Tax	2,056.81	1,085.81
Other Comprehensive Income for the year	3.29	9.08
Total Comprehensive Income for the year	2,060.10	1,094.89

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

In FY 2023-24, your Company reported Revenue from operations of '' 23,601.78 Lakhs compared to '' 23,299.60 Lakhs in the previous financial year resulting in a growth of 1.30% year-on-year. Profit before tax (after exceptional items) increased to '' 2,811.66 Lakhs in financial year ended March 2024 compared to Profit before tax (after exceptional items) of '' 1,503.36 Lakhs in the previous year, registering a growth of 87.02%. Profitability has significantly improved in FY 2023-24 due to key factors like volume-led growth in several product categories, stable raw material pricing environment and dedicated focus of the management on profitability by ensuring continuous improvement in manufacturing processes and raw material sourcing. The financial results have been discussed in detail in the Management Discussion and Analysis Report which forms part of this Annual report.

DIVIDEND

The Board of Directors at their meeting held on 14^th May, 2024, has recommended payment of '' 0.30 (15%) per equity share of '' 2/- each fully paid-up as final dividend for the financial year 2023-24. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

In terms of Ind AS 10, events after the reporting period as notified by the Ministry of Corporate Affairs, the proposed

dividend of '' 275.62 Lakhs is not recognised as a liability as of 31^st March, 2024.

The dividend, if approved at the ensuing AGM, would be paid to those Members whose names appear in the Register of Members/Beneficial Owners maintained by the depositories as stated in notice of the ensuing AGM.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 of the Act is not applicable as the Company did not declare any dividend before final dividend of financial year 2023-24.

RESERVES

There is no amount proposed to be transferred to the Reserves.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Act and the rules made there under.

SHARE CAPITAL

a) AUTHORIZED, ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

During the year under review, pursuant to Shareholders’ approval dated 29^th September, 2023 the Company

sub-divided 1 (One) Equity Share of the Company of the face value of '' 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of '' 2/- (Rupees Two Only) each. Details of the same are as follows:

Particulars	Pre-Split/ Sub-division			Post-Split/ Sub-division
	No. of Shares	Face Value (?)	Total Share Capital (in '')	No. of Shares	Face Value (?)	Total Share Capital (in '')
Authorised	2,00,00,000	10.00	20,00,00,000.00	10,00,00,000	2.00	20,00,00,000.00
Paid-up	1,83,74,947	10.00	18,37,49,470.00	9,18,74,735	2.00	18,37,49,470.00
Subscribed	1,83,74,947	10.00	18,37,49,470.00	9,18,74,735	2.00	18,37,49,470.00

As of 31^st March, 2024 the Authorised Share Capital of the Company is 10,00,00,000 Equity Shares of '' 2 each amounting to '' 20,00,00,000/- (Rupees Twenty Crores) and Issued, Subscribed and Paid-up Share Capital of the Company is 9,18,74,735 Equity Shares of '' 2/- each amounting to '' 18,37,49,470/- (Rupees Eighteen Crores Thirty-seven Lakh Forty-nine Thousand Four Hundred and Seventy).

b) UTILISATION OF IPO PROCEEDS

Pursuant to Regulation 32 of the Listing Regulations, a statement/explanation for the deviation(s) or variation(s) in the use of proceeds of IPO is herein given below:

Particulars of Issue	Shares Issued	Amount Raised	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
IPO	45,97,200 Equity Shares, out of which 41,40,000 Equity Shares were fresh issue and the balance 4,57,200 Equity Shares was an offer for sale by Mrs. Anjana Haresh Motwani, Promoter of the Company.	Out of the IPO Proceeds of '' 12,596.33 Lakhs, proceeds to the Company through fresh issue of shares was '' 11,343.60 Lakhs and Net proceeds after IPO expenses was '' 9,669.12 Lakhs.	*There were no instances of deviation(s) or variation(s) in the utilisation of proceeds as stated in the objects in Prospectus, in respect of the IPO issue of the Company.

*Necessary disclosures have been made to the Stock Exchanges in the Statement of Deviation/Variation Report issued quarterly along with the Financial Statements.

The proceeds of IPO were utilised for the objects as disclosed in the Prospectus. Details as on 31^st March, 2024 are as follows:

('' in lakhs)

Sr. No.	Object	Original Amount proposed to be utilised as per the offer document	Revised Amount proposed to be utilised	Amount utilized1	Amount Unutilised
1.	Funding capital expenditure for the Proposed Expansion	#2,550.86	2,550.86	1,606.30	943.70
2.	Funding the incremental working capital requirements of our Company	5,400.00	5,400.00	5,400.00	0.00
3.	General corporate purposes	1,723.50	1,718.20	1,718.20	0.00
	Total	9,674.36	9,669.06	8,724.50	943.70

Details of delay in implementation of the object(s) are mentioned hereunder:

Object(s)	Completion Date		Delay (No.	Comments of Board of Directors
Name	As per Offer Document	Actual	of days/ months)	Reason of delay	Proposed Course of Action
Capex	Q4FY24	Q4FY25	12 months	As there was a delay in spending in FY22 allocated amount, the amount proposed to be spent on capex in FY23 has spilled over to FY24. However, capex for capacity additions have not been impacted and the same has been carried out as per expected production forecast to meet estimated demand.	This is a continuing Object as per Prospectus with final date of completion being FY2024. As mentioned in the Prospectus that incase of estimated utilisation being not undertaken in entirely in a scheduled fiscal, remaining Net proceeds shall be utilised in subsequent Fiscals. Management has already incurred INR 65.42 mn and additionally upto INR 18 mn capex estimated is already committed in FY24. Balance will be incurred in FY25 based on current planning which may be revised in case of any change in market scenario, etc.

There has been no deviation in the utilisation of the IPO proceeds of the Company. The Monitoring Agency Reports are available on the Company website www.hpadhesives.com as well as submitted to stock exchanges.

MATERIAL CHANGES AFFECTING THE COMPANY (AFTER CLOSURE OF FINANCIAL YEAR)

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on 31^st March, 2024, to which the Financial Statement relate and the date of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of the Board of the Company is in accordance with Section 149(6) of the Act and Regulation 17 of the SEBI Listing Regulations. The detailed composition of the Board as of 31^st March, 2024 is as follows:

Sr. No.	Name of the Director KMP	Designation
1	Mrs. Anjana Haresh Motwani	Chairman & Executive Director
2	Mr. Karan Haresh Motwani	Managing Director
3	Ms. Nidhi Haresh Motwani	Executive Director
4	Mr. Surendra Kumar Mehta	Independent Director
5	Mr. Rajendra Kumar Jain	Independent Director
6	Mr. Ajeet Anant Walavalkar	Independent Director

and the key managerial personnel of the Company apart from the Managing Director consist of:

Sr. No.	Name of the Director & KMP	Designation
1	Mr. Mihir Suresh Shah	Chief Financial Officer
2	Mrs. Jyoti Nikunj Chawda	Company Secretary & Compliance Officer

None of the Directors on the Board are disqualified under the provisions of the Act.

RETIREMENT BY ROTATION

Ms. Nidhi Haresh Motwani, Executive Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting ("AGM") of your Company, has offered herself for re-appointment. Her details as required under the SEBI Listing Regulations are contained in the accompanying Notice convening the ensuing AGM of your Company.

An appropriate resolution seeking your approval for her reappointment as Director is included in the Notice.

INDEPENDENT DIRECTORS'' DECLARATION

The Company has received the necessary declaration from each independent director under Section 149(7) of the Act, that he meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

Mr. Karan Haresh Motwani, Managing Director, Mr. Mihir Suresh Shah, Chief Financial Officer and Ms. Jyoti Nikunj Chawda, Company Secretary and Compliance Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managing Personnel) Rules, 2014.

BOARD AND COMMITTEE MEETINGS

Your Board of Directors met 6 (Six) times during the FY 2023-24. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board of Directors of your Company have formed various committees, as per the provisions of the Act and SEBI Listing Regulations and as a part of the best corporate governance practices, the terms of reference and the constitution of these Committees are in compliance with the applicable laws and to ensure focused attention on business and for better governance and accountability. The constituted committees are as below:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee; and

d) Corporate Social Responsibility Committee.

The details with respect to the composition, terms of reference, number of meetings held and business transacted by the aforesaid committees are given in the Corporate

Governance Report of the Company which is presented in a separate section and forms a part of the Annual Report of the Company.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Remuneration Policy for Directors, KMPs and Senior Management Personnel. NRC has formulated the criteria for determining the qualifications, positive attributes and independence of an Independent Director. The Company’s Policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is disclosed in the Corporate Governance Report, which is a part of the Annual Report and is also available on https:// www.hpadhesives.com/wp-content/uploads/2014/08/ Nomination-and-Remuneration-Policy.pdf.

BOARD EVALUATION AND ASSESSMENT

Pursuant to the provision of the Act read with Regulation 17 of the SEBI Listing Regulations, the Board carried out a performance evaluation of the Board of Directors as a whole, Committees of the Board and Individual Directors. The performance of the Board as a whole, Committees and Individual Directors was evaluated by seeking inputs from all Directors based on certain parameters as per the Guidance Note on Board Evaluation issued by SEBI. The feedback received from the Directors was discussed and reviewed by the Independent Directors at their separate annual meeting held on 7^th February, 2024, and also shared with the Board. The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. They expressed their satisfaction in respect thereof.

FAMILIARISATION PROGRAMME

Towards familiarisation of the Independent Directors with the Company, the independent directors of the Company were enlightened about the business affairs of the Company, product portfolio, business strategies, financial performance and industry scenario including those pertaining to Legislations & Economic environment and on matters affecting the Company. Periodic presentations are also made at the Board and Committee meetings on business and performance updates of the Company including Finance, Sales, Marketing, Business strategy and risks involved.

The details of Familiarisation Program imparted to the Independent Directors for the FY 2023-24 are available on the website of the Company at www.hpadhesives.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

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

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. the Annual Accounts for the year ended 31^st March, 2024 have been prepared on a "going concern" basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively throughout the financial year ended 31^st March, 2024; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively throughout the financial year ended 31^st March, 2024.

Further, there are no qualifications, reservations or adverse remarks made by the statutory auditor/secretarial auditor in their respective reports.

BUSINESS RESPONSIBILITY REPORT

The provision of Regulation 34(2)(f) of the SEBI Listing Regulations, regarding the Business Responsibility Report is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under the review as stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms a part of the Annual Report.

AUDITORS Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act, M/s. Priya Choudhary & Associates LLP Chartered Accountant (Firm Registration No. 011506C/C400307) are appointed as the Statutory Auditor’s of the Company from the conclusion of 1^st Annual General Meeting up to the conclusion of 6^th Annual General Meeting of the Company.

Secretarial Auditor:

Further, the Board of Directors at their meeting held on 10^th May, 2024 has appointed M/s. Shivam Sharma & Associates, Practicing Company Secretaries (Certificate of Practice No. 16558) as the Secretarial Auditor for FY2024-25.

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Shivam Sharma & Associates, Practicing Company Secretaries (Certificate of Practice No. 16558) as the Secretarial Auditor of the Company for the FY 2023-24. The Company has received consent from M/s. Shivam Sharma & Associates to act as such.

AUDITOR''S REPORT Statutory Audit Report:

The Auditor’s Report on the financial statements of the Company for the financial year ended 31^st March, 2024 forms part of the Annual Report. The said report was issued by the Statutory Auditor with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 for FY 2023-24 is enclosed as "Annexure I" to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/ CIR/P/2023/120 dated 11^th July, 2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company i.e. https://www.hpadhesives.com/ investor-relations/.

ACCOUNTING TREATMENT

The accounting treatment is in line with the applicable Indian Accounting Standards (IND-AS) as recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

During the period under review, Company has no subsidiaries or Associate Companies or Joint ventures. However post end of FY2024, on 11^th April, 2024, the Company formed Unitybond Solutions Private Limited, a wholly owned subsidiary involved in manufacturing, distribution and trading of adhesives and sealants.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Policy on Related Party Transactions and the same is available on its website at https://www.hpadhesives.com/ wp-content/uploads/2022/07/Pol icy-on-Dealing-with-Related-Party-Transactions_amended.pdf. The Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

All transactions with related parties are placed before the Audit Committee for its review and approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Audit Committee. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals on a quarterly basis.

All transactions with related parties entered into during FY 2023-24 were at arm’s length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company’s Policy on Related Party Transactions.

During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the SEBI Listing Regulations requiring approval of the Members during the year under review. The attention of the Members is drawn to note no. 43 of the financial statements setting out the disclosures on related party transactions for FY 2023-24.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as "Annexure II" to this report.

RISK MANAGEMENT

The provision of Regulation 21 (4) of SEBI Listing Regulations is not applicable to the Company.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return (Form MGT-7) is available on the Company’s website at https://www.hpadhesives.com/investor-relations/.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. It is committed to ensure the social well-being of the communities through its CSR initiatives, in alignment with the Company’s key priorities. The details of the Committee along with its terms of reference have been provided in the Corporate Governance Report.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://www.hpadhesives.com/wp-content/ uploads/2014/08/Corporate-Social-Responsibility-Policy. pdf.

The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company during the financial year ended 31^st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure III" to this report.

INTERNAL FINANCIAL CONTROL

The Company has laid down internal financial control through entity level control inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company’s policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Code of Conduct for regulating, monitoring and reporting Insider Trading and such other procedures for ensuring the orderly and efficient conduct of its business, prevention and detection of frauds and errors, accuracy and completeness of the accounting and timely preparation of financial information.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board has approved the Code of Conduct for Prohibition of Insider Trading and the same is being implemented by the Company.

VIGIL MECHANISM

In pursuance of the provisions of Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations, a vigil mechanism named "HP Adhesives Limited Whistle Blower Policy" for Directors and employees to report genuine concerns has been established. The policy on whistle mechanism can be accessed at https://www.hpadhesives. com/wp-content/uploads/2014/08/Vigil-Mechanism-Whistle-Blower-Policy.pdf.

The policy lays down a framework and process, which provides a platform to disclose information, confidentially and without fear of reprisal or victimisation, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing, grievances about leakage of unpublished price sensitive information, illegal and unethical behaviour within the Company to the Vigilance Officer.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the period under review, the Company has not provided any loans/ investments which come under the provisions of Section 186 of the Companies Act, 2013.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

Bigshare Services Private Limited is the Registrar and Transfer Agent of the Company. They were appointed as the Registrar and Share Transfer Agent of the Company with effect from 7^th July, 2021.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has duly constituted an Internal Complaints Committee (ICC) as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company did not receive any complaints during FY 2023-24.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereto), is attached as "Annexure IV" to this Report.

HUMAN RESOURCES

The Company considers its Human Resource (HR) as the key to achieve its objectives. HR and Functional Department creates all strategies along with Senior Management and Board of Directors to attract talent and build capabilities. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind fulfilling the Company’s vision. Your Company appreciates the contribution of its dedicated employees.

GENERAL

Your directors state that no disclosure or reporting is required in respect of following items as there were no transactions on these items during the year under review:

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c. No significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future;

d. No frauds were reported by the Auditors during the year under review; and

e. Maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not required by the Company.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

ACKNOWLEDGEMENTS

Your Directors express their gratitude to the members, bankers, customers, regulatory and statutory authorities, and other business stakeholders for their valuable support and co-operation.

Your directors also thank the employees of the Company for their continued contribution, commitment and dedication.

For and on behalf of the Board of Directors For HP Adhesives Limited

Mrs. Anjana Haresh Motwani Mr. Karan Haresh Motwani

Place: Mumbai Chairperson & Executive Director Managing Director

Date: 12^th August, 2024 DIN: 02650184 DIN: 02650089

1

The amount utilised represents actual payments made inclusive of taxes.

#The amount has been utilised for the Capex Object as defined in the Prospectus. However, there has been a delay in utilisation of the Capex amount as compared to revised timeline.