Director Report

Dear Members,

Hardwyn India Limited

Your Directors have pleasure in presenting the Sixth Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended on 31^stMarch, 2023.

1. CORPORATE OVERVIEW

The Company operates in diversified business segments viz. trading and manufacturing of Architectural hardware and glass fittings

STANDALONE:

(Rs. in Lakhs)

CONSOLIDATED:

(Rs. in Lakhs)

3. FINANCIAL PERFORMANCE AND REVIEW

The Company recorded a standalone turnover of Rs. 12,506.56 Lakhs during the year as against Rs. 84,55.77 Lakhs in the previous year and the Company has earned a profit after tax of Rs. 903.41 Lakhs as compared to the profit after tax of Rs. 340.72 Lakhs in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company. Further the company has recorded turnover of Rs. 16,465.77 Lakhs on consolidated basis.

The Company expects to increase its revenue and the profitability during the year as the business has started showing growth and the economy as a whole has moved to its revival and future of the Company looks very bright. There is no dearth of demand and the Company is well shaped to cope up itself with the market expectations.

4. CHANGE IN THE NATURE OF BUSINESS

Presently Company is into the business of manufacturing and trading of Glass-Kitchen & furniture fittings.

5. SHARE CAPITAL& DEBT STRUCTURE

The Authorized Share Capital of the Company is Rs. 27,60,00,000/- divided into 2,76,00,000 Equity Shares of Rs. 10/- each.

During the year under review, there was change in the Company's issued, subscribed and paid- up equity share capital and as on March 31, 2023, the paid-up capital stood at Rs. 26,16,63,570/- divided into 2,61,66,357 Equity Shares of Rs. 10/- each.

However as on 28^th May, 2023 the Company has increased the Authorised share capital from existing Rs. 27,60,00,000/- divided into 2,76,00,000 Equity Shares of Rs. 10/- each to Rs. 35,10,00,000/- (Indian Rupees Thirty-Five Crore Ten Lakh Only) divided into 35,10,00,000 (Thirty-Five Crore Ten Lakh) Equity Shares of INR 01/- (Rupee One Only).

a) Bonus Issue & Split of Shares:

After the date of closure of financial year on March 31, 2023, Company made a bonus allotment of 87217897 bonus shares of face value of Rs.1/- each in ratio of 01:03 (i.e. One shares for every Three equity share held) to the Members on June 05, 2023. With this allotment, the total issued and paid-up capital of the Company has increased to Rs. 34,88,81,467 /- comprising of 34,88,81,467 equity shares of face value of Rs.1/- each.

Further on 28^th May, 2023 made sub-division of each equity share of face value of Rs. 10/- (Rupees Ten Only) into face value of Re. 1/- (Rupee One Only) each.

b) Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

c) Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

d) Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

e) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

6. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2022. Since the Board have considered it financially prudent in the long-terms interest of the company to re-invest the profits into the business of the company to build a strong reserve base and grow the business of the Company.

7. TRANSFER TO RESERVES

During the period, the Company has not transferred any amount to the General Reserve of the Company.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

Company in its board meeting held on 29^th June, 2023 has approved the Draft Scheme of Arrangement between FIBA Hardwyn Locks Limited (Transferor Company) and Hardwyn India Limited (Transferee Company) in order to enable the transferee company to better focus, strategize and grow the businesses, will also help retain and increase the competitive strength thereby directly and indirectly strengthening the reputation, goodwill, customer service, customer recall, distribution network, overall economies of scale for the respective businesses of the Transferor Company and the Transferee Company. Further, the Scheme has been submitted with BSE Ltd. & NSE on 19^th July, 2023 for In-principle Approval form Securities Exchange Board of India which is under process.

10. DEPOSIT

During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Acceptance of Deposit) Rules, 2014 are not applicable.

11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees, and Investments have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.

12. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of companies act 2013 is not applicable this year as the profit, net worth and turnover of the financial year 2022-2023 does not crossed the threshold limit as prescribed under sub-section (1) of the said section.

13. LISTING

The Company was earlier listed on SME Platform of BSE Limited, for better growth and future prospects is now migrated to Main Board of BSE and NSE w.e.f 12^th April 2022.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: N.A.

I. the steps taken or impact on conservation of energy;

II. the steps taken by the Company for utilising alternate sources of energy;

III. the capital investment on energy conservation equipment's;

(B) Technology absorption: N.A.

i. the efforts made towards technology absorption;

ii. the benefits derived like product improvement, cost reduction, product developmentor import substitution;

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year:-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo

(In Lakhs)

(Company has made foreign expenditure related to import of Goods)

a) DIRECTORS& KEY MANAGERIAL PERSONNAL

The Company has following Directors and KMP along with changes made as on 31^st March 2023:

During the Financial year, the Board of Directors has made the following changes in the composition of Board of Director: -

Appointment of Mrs. Tanya Sayal as an Additional Director designated as Additional NonExecutive Director with effect from 01.04.2022 and as on 17th July 2022 Mrs. Tanya Sayal regularised as a Director.

Appointment of Mr. Kulmeet Singh Lamba as an Additional Director designated as Additional Non-Executive & Independent Director with effect from 20.06.2022.

Further as on 17^th July 2022 Mrs. Shikha Chawla regularised in the post of additional director as Independent Director.

Further, Mr. Harkanwr Singh Sethi (DIN: 08550428), has been resigned on 16.09.2022 from the board & committees.

Appointment of Mr. Manjeet Singh as an Additional Non-Executive & Independent Director with effect from 10.11.2022 & regularize on 07.02.2023 through Postal Ballot.

Further after the Closure of financial year the Board of Directors has made the following changes in the composition of Board of Director.

As on 17^th April, 2023 Mr. Sandeep Singh Solanki has resigned form the post of Company Secretary & Compliance Officer.

Further as on 16^th May, 2023 Mrs Sakshi Tyagi has been appointed as Company Secretary & Compliance Officer & later she has resigned on 29^th June, 2023 due to health issues.

Further on 13^th July 2023 Mrs Kanchan Sharma has been appointed as Company Secretary & Compliance Officer of the Company.

b) Directors seeking appointment and re-appointment

In accordance with the provision of Section 152 of the Companies Act 2013 and the Article of Association of the Company, Ms Tanya Sayal, Director (DIN: 02821564) of the Company is retiring at the forthcoming Annual General Meeting and being eligible, has offered herself for reappointment. Directors recommended his reappointment.

c) Independent Directors and Declaration by Independent Director(s)

In accordance with the requirement under the Companies Act, 2013 and Company has received necessary declaration from the Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Act. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

d) Mechanism of Performance Evaluation of the Board, Committees and Individual Directors

In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 31.03.2023 performance of nonindependent Directors, performance of the Board as a whole and performance of the Chairman was evaluated

e) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met 17 times during the Financial Year 2022-2023.The maximum interval between any two meetings did not exceed 120 days. The Meetings were held as on dates as specified in the table below:-

GENERAL MEETING/POSTAL BALLOT

During the year the general meeting /postal ballot of member of the company are as follow:-

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION 178 (3)

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013.

The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a Director and the policy is available on the website of the Company i.e.,www.hardwyn.com

17. COMMITTEES OF THE BOARD

The Board committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice. All decisions and recommendations of the committees are placed before the Board for information or for approval. The minutes of the meetings of all the committees are placed before the Board for their review.

The Board of Company currently has 3(Three) Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

The major terms of reference of the Committees, its composition and number of meetings held during the year ended March 31, 2023 are as follows:

a) AUDIT COMMITTEE

The Composition of the Audit Committee as on the date of the Report is as follows:

• Mr. Harkanwar Singh Sethi has been resigned on 16.09.2022 & audit committee is duly reconstituted.

• Mr. Manjeet Singh has been resigned on 02.08.2023 & & audit committee is duly reconstituted.

Meetings of the Audit Committee

During the year the Audit Committee met 7 (Seven) times. The details of the meetings held during the year ended March 31, 2023 along with the attendance of Directors are as follows:

In case any person requires more information/ details regarding the Audit Committee the person may access the Company's website at the link: www.hardwyn.com.

b) NOMINATION AND REMUNERATION COMMITTEE

The major terms of reference of the Nomination and Remuneration Committee are as follows:

• Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

• Specifying the manner for effective evaluation of performance of Board, its committees and individual directors;

• Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Composition of Nomination & Remuneration Committee as on the date of the report:

Further Mr. Ankush Mittal Resigned from the post of Independent director 20.06.2023 and also from the member of this committee & on same day Mr. Kulmeet Singh was appointed as an Independent Director of the Company w.e.f 20.06.2022. Also, note that Mr. Harkanwar Singh Sethi has been resigned on 16.09.2023 & Mr. Manjeet Singh on 102.08.2023 & other committees. Further NRC committee has been re-constituted on 02.08.2023 comprising of following members:

1. Ms. Shikha Chawla, Chairman

2. Mr. Tanya Sayal, Member

3. Mr. Kulmeet Singh, Member

Meetings of the Nomination & Remuneration Committee

During the year the Committee met 5 (Five) times. The details of the meeting held during the year ended March 31, 2023 along with the attendance of Directors are as follows:

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. At www.hardwyn.com

c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The Board of Directors of the Company has constituted Stakeholders Relationship Committee under Section 178 of the Companies Act, 2013.

The major terms of reference of the Stakeholders Relationship Committee include:

• Consideration & Resolution of the grievances of security holders of the Company;

• Reviewing of Transfer / Transmission requests / Demat / Remat requests of the security shareholders and issuance of duplicate share certificate, if any.

Composition of the Stakeholders Relationship Committee as on the date of the report:

Further Mr. Ankush Mittal Resigned from the post of Independent director 20.06.2023 and also from the member of this committee & on same day Mr. Kulmeet Singh was appointed as an Independent Director of the Company w.e.f 20.06.2022. Also, note that Mr. Harkanwar Singh Sethi has been resigned on 16.09.2023 & Mr. Manjeet Singh on 102.08.2023 & other committees. Further SRC committee has been re-constituted on 02.08.2023 comprising of following members:

1. Mr. Kulmeet Singh, Chairman

2. Mr. Tanya Sayal, Member

3. Ms. Sikha Chawla, Member

Meetings of the Stakeholders Relationship Committee

During the year the Stakeholders Relationship Committee met 3 (Three) times. The details of the meeting held during the year ended March 31, 2023 along with the attendance of Directors are as follows:

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 31^st March, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

As per the provisions of the Companies Act, 2013 read with Schedule IV, following are the Independent Directors of the Company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at "Annexure I".

The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company's website www.hardwyn.com

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company have FIBA Hardwyn Lock Limited as an Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behaviour.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's website www.hardwyn.com

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There was no significant order was passed by any regulatory authority or court or tribunal.

22. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis.

e. the Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. AUDITORS STATUTORY AUDITOR

Pursuant to the provisions of Section 139 (2) of the Act and the rules made thereunder, the Members at their Third AGM held on September 30, 2020, had appointed M/s S. S. Periwal& Co., Chartered Accountants (ICAI Firm's Registration Number 001021N) Statutory Auditors of the Company for a term of five years i.e. from the conclusion of Third AGM till the conclusion of the Eight AGM to be held for the financial year 2024-2025.

The notes on accounts referred to in the auditors' report are self-explanatory and therefore don't call for any further comments by the Board of Directors. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.

During the year under review, the Company has not reported any fraud mentioned under Section 143(12) of the Act.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/s Vikas Verma & Associates., Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2022-23. The Secretarial Audit Report for the financial year ended on March 31, 2023 is annexed herewith marked as" Annexure-II" to this Report.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act 2013, and Rules made there under, The Board of Director of the company at their meeting duly held on 20^th day of September 2021 appointed Gurmeet Sodhi & Associate, Chartered Accountants (Firm Reg No 024849N) for 3 financial year Starting from the Financial Year 2021-22 to the Financial Year 2023-24.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at "Annexure -III".

25. RISK MANAGEMENT

During the year, the Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks. The details of the same are set out in Management Discussion and Analysis Report.

26. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates.

27. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2022-23.

28. THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER COMPLIANCE CERTIFICATE

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Chief Executive Officer & Chief Financial Officer Compliance Certificate is at Annexure-IV

29. ANNUAL RETURN

As per the provisions of section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT -9 is available at the website of the Company at www.hardwyn.com.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:

Notes: Sayal

• There were confirmed employees on the rolls of the Company as on 31st March 2023, 69 employees.

• Median remuneration of employees of the Company during the financial year 2022-2023 was NIL

• There was no employee in the Company who drawn remuneration of Rs.1.2crore/ - per annum during the period under review. Hence the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.

• There is no employee covered under the provisions of section 197(14) of the Companies Act 2013.

31. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

32. CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME platform of Bombay Stock Exchange of India Limited till the end of financial year 31^st March 2023. the Company is exempted from compliance with Corporate Governance requirements and accordingly the reporting requirements like Corporate Governance Report Business Responsibility Report etc. are not applicable to the Company.

33. COMPLIANCE OF SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly complied by your Company.

34. ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the Government of India and concerned government departments / agencies for their co-operation.

For Hardwyn India Limited