Dear Members,
The Board of Directors hereby submits the 65th Annual Report
of your Company (“the Company” or “Hindusthan Urban Infrastructure
Limited”), along with the Audited Financial statements for the financial year ended
31st March, 2025. The consolidated performance of the Company and its
subsidiary has been referred to wherever required.
 FINANCIAL HIGHLIGHTS 
The Company's financial performance for the financial year ended
31st March, 2025 is summarized below:
(' in Lakhs)

  

    
Particulars
    
Standalone Results
    
Consolidated Results
  
  

    

    
31.03.2025
    
31.03.2024
    
31.03.2025
    
31.03.2024
  
  

    
Total Revenue (Gross)
    
27,279.11
    
23,351.85
    
54,601.74
    
52,825.73
  
  

    
Operating Profit Before Depreciation, Finance
    Cost, Exceptional Items and Tax
    
(878.89)
    
2,079.60
    
(2,153.27)
    
1,502.21
  
  

    
Less: Depreciation and Amortisation expenses
    
935.91
    
1,145.52
    
2,618.79
    
2,819.64
  
  

    
Less: Finance Costs
    
1,253.74
    
1,982.10
    
3,758.16
    
4,195.25
  
  

    
Profit/(Loss) before exceptional items and
    tax
    
(3,068.54)
    
(1,048.02)
    
(8,530.22)
    
(5,512.67)
  
  

    
Exceptional Items
    
2,599.97
    
-
    
2,599.97
    
-
  
  

    
Profit/(Loss) before Tax
    
(468.56)
    
(1,048.02)
    
(5,930.25)
    
(5,512.67)
  
  

    
Less: Tax expenses
    
(288.59)
    
(753.70)
    
(2,904.36)
    
(1,933.36)
  
  

    
Net Profit/(Loss) for the year
    
(179.97)
    
(294.33)
    
(3,025.89)
    
(3,579.31)
  
  

    
Surplus brought forward from previous year
    
(1,261.46)
    
(96713)
    
(13,760.87)
    
(1,0181.56)
  
  

    
Dividend on Equity paid
    
-
    
-
    
-
    
-
  
  

    
Tax on Dividend
    
-
    
-
    
-
    
-
  
  

    
Ind-AS adjustments on Deferred Tax &
    Others
    
-
    
-
    
-
    
-
  
  

    
Balance available for appropriation
    
(1,441.43)
    
(1,261.46)
    
(16,786.76)
    
(13,760.87)
  

 STATE OF AFFAIRS & OPERATIONS 
During the year under review, the gross revenue from operations on
standalone basis of the company has increased to ' 27279.11 Lakhs as compared to '
23,351.85 Lakhs in the previous year 2023-24. The Company has achieved loss before
depreciation and tax of ' (2,132.63) Lakhs as compared to profit before depreciation and
tax of ' 9750 Lakhs in the previous year 2023-24.
During the year, the Company had successfully executed export /deemed
export orders of ' 1,501.51 Lakhs as compared to previous year of ' 1,511.16 Lakhs.
 CONSOLIDATED FINANCIALS 
The Consolidated Financial Statements of the Company and its
subsidiary, prepared in accordance with the Companies Act, 2013 and applicable Accounting
Standards along with the Auditors' Report form part of this Annual Report.
In the financial year 2024-25, income from operations was ' 54,601.74
Lakhs as compared to ' 52,825.73 Lakhs in the previous year 2023-24. The loss before
depreciation and tax has increased to ' (5,911.43) Lakhs as compared to loss before
depreciation and tax of ' (2,693.03) Lakhs in the previous year.
During the year under review, the gross revenue of the subsidiary
company Hindusthan Speciality Chemicals Limited has declined to ' 27,375.93 Lakhs as
compared to ' 29,50777 Lakhs in financial year 2023-24, a decrease of 722 %.
The Loss after tax for the financial year 2024-25 is ' (2,854.91) Lakhs
as compared to the loss of ' (3,284.99) Lakhs in financial year 2023-24.
 OUTLOOK 
Despite ongoing global headwinds, India has firmly maintained its
position as the fastest-growing major economy within the G20. The World Bank projects a
GDP growth rate of approximately 6.5% for FY 2024-25, even amidst decelerating global
demand and continued monetary tightening to control inflationary pressures. The Company
anticipates enhanced opportunities in both domestic and export markets. We are optimistic
that a stable government and improving global economic conditions will further support GDP
growth and have a positive impact on overall industry performance.
 TRANSFER TO RESERVES 
The Company do not propose to transfer any amount to general reserve
for the financial year ended 31st March, 2025.
 DIVIDEND 
The Board of Directors do not recommend any dividend for the financial
year 2024-25.
 SUBSIDIARY COMPANIES 
The Company has one material subsidiary company namely Hindusthan
Speciality Chemicals Limited (HSCL).
HSCL is manufacturing various grades of Epoxy Resins and selling the
same in HSCL's brand name. HSCL has during the year under report plant capacity of
34,700 M.T. PA. LER/SER/Formulations/Hardeners/Bond One and Reactive Diluents.
HSCL's LER and SER processes are now fully automated and running
on Distributed Control System with adequate interlocks for improved safety during
manufacturing.
HSCL has increased the capacity of Reactive Diluents through
modification in existing line, which will result in increase in product portfolio of
Reactive Diluents
Efforts are on for the reduction of waste polymer generated during the
processing of LER. Company is exploring further ways to reduce cost by initiating various
activities and have started recycling of water in the process to bring down the load on
effluent and savings in water consumption.
HSCL has developed number of products in-house research and Development
Laboratory and commercialized the same which are well accepted by the customers. Maximum
emphasis is being given to increase the production and marketing of Speciality Products
for Electrical, Composite, Civil and Adhesive segment.
HSCL has commenced the manufacturing of Bond One range of products and
it has been very well accepted by the market for retail development Pan India.
A statement containing the salient features of financial statements of
the subsidiary Company in the prescribed Form AOC - 1 forms a part of the Consolidated
Financial Statements (CFS) in compliance with Section 129 (3) and other applicable
provisions, if any, of the Companies Act, 2013 (‘Act”) read with Rule 5 of the
Companies (Accounts) Rules, 2014.
The said Form also highlights the financial performance of the
subsidiary included in the Consolidated Financial Statements of the Company pursuant to
Rule 8(1) of the Companies (Accounts) Rules, 2014.
In accordance with Section 136 of the Act, the financial statements of
the subsidiary are available for inspection by the members at the Registered Office of the
Company during business hours on all days except Saturdays, Sundays and public holidays
upto the date of the Annual General Meeting. Any member desirous of obtaining a copy of
the said financial statements may write to the Company Secretary at the Registered Office
of the Company. The Audited Financial Statements including the Consolidated Financial
Statements and all other documents required to be attached to this report have been
uploaded on the website of the Company at www.hindusthanurban.com.
The Policy for determining material subsidiaries is also available on
the website of the company at www.hindusthanurban.com. CASH FLOW AND CONSOLIDATED
FINANCIAL STATEMENTS
As required under Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the
Listing Regulations”), a cash flow statement is part of the Annual Report 2024-2025.
Further, the Consolidated Financial Statements of the Company for the financial year
2024-2025 are prepared in compliance with the applicable provisions of the Act, Indian
Accounting Standards and provisions as prescribed by Listing Regulations. The said
Financial Statements have been prepared on the basis of the Audited Financial Statements
of the Company, its subsidiary as approved by their Board of Directors.
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT 
Management Discussion and Analysis Report as stipulated under the
Listing Regulations is presented in a separate section forming part of this Annual Report.
It provides details about the overall industry structure, global and domestic economic
scenarios and developments in business operations / performance of your Company's and
its subsidiaries' business.
 CORPORATE GOVERNANCE 
Your Company is committed to maintain the highest standards of
corporate governance. We believe in adherence to good corporate practices, implement
policies and guidelines and develop a culture of the best management practices and
compliance with the law coupled with the highest standards of integrity, transparency,
accountability and ethics in all business matters to enhance and retain investor trust,
long-term shareholder value and respect minority rights in all our business decisions.
As per Regulation 34 of the Listing Regulations, the Corporate
Governance Report along with the requisite certificate received from the statutory
auditors of the Company confirming compliance with
 CHANGE IN NATURE OF BUSINESS, IF ANY. 
There was no change in the nature of business of the company during the
financial year ended 31st March, 2025.
 DIRECTORS' RESPONSIBILITY STATEMENT 
Pursuant to Section 134(5) of the Act, the Board of Directors of your
Company hereby state and confirm that:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2025, the applicable accounting standards have been followed;
b) The selected accounting policies have been applied consistently and
the judgments and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit of the company for that period;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Internal Financial Controls laid down in the company are adequate
and were operating effectively;
f) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and these are adequate and are operating effectively.
 BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL 
As on 31st March, 2025, the Board comprised of six Directors
including one woman Director. The Board has an appropriate mix of
Executive Directors (‘EDs'), Non-Executive Directors
(‘NEDs') and Independent Directors (‘ID'), which is compliant with the
Companies Act, 2013, the SEBI Listing Regulations, 2015 and is also
aligned with the best practices of Corporate Governance.
 CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL 
During the financial year 2024-25, the following changes were made in
the Board of Directors and Key Managerial Personnel:
• The Board of Directors of the Company, at its meeting held on 10th
August, 2024, on the recommendation of Nomination & Remuneration Committee, has
approved the re-appointment of Mr. Deepak Kejriwal (DIN: 07442554) as the Managing
Director of the Company, liable to retire by rotation, with effect from 1st
December, 2024 for a further period of three years.
Further, on the recommendation of the Board of Directors, he was
re-appointed as the Managing Director of the Company, liable to retire by rotation, for a
further term of three years with effect from 1st December, 2024, liable to
retire by rotation by the members at the Sixty-fourth Annual General Meeting of the
Company held on 30th September, 2024.
• The Board of Directors at its meeting held on 10th
August, 2024, on the recommendation of Nomination & Remuneration Committee, has
approved the re-appointment of Ms. Deepika Agrawal (DIN: 09395834) as an Independent
Director of the Company for a second term of five consecutive years, with effect from 13th
November, 2024, not liable to retire by rotation.
Further, on the recommendation of the Board of Directors, her
re-appointment as an Independent Director of the Company was approved by the members at
their Sixty-fourth Annual General Meeting held on 30th September, 2024, not
liable to retire by rotation, to hold office for a second term of five consecutive years
commencing from 13th November, 2024 to 12th November, 2029 (both
days inclusive).
• On the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company, at its meeting held on 10th
August, 2024, has approved the appointment of Mr. Shiv Shanker Aggarwal (DIN: 07060407) as
an Additional Director (in the capacity of an Independent Director) of the Company with
immediate effect, not liable to retire by rotation, who held the office as such upto
Sixty-fourth Annual General Meeting.
Further, on the recommendation of the Board of Directors, he was
appointed as an Independent Director of the Company by the members at their Sixty-fourth
Annual General Meeting held on 30th September, 2024, not liable to retire by
rotation, to hold office for a term of five consecutive years commencing from 10th
August, 2024 upto 9th August, 2029 (both days inclusive). In the opinion of the
Board, Mr. Shiv Shanker Aggarwal possess requisite expertise and experience, integrity and
proficiency for appointment as an Independent Director and is in compliance with the
provisions of Section 150 of the Companies Act, 2013.
• Mr. Sadhu Ram Bansal (DIN: 06471984) served as an Independent
Director of the Company since 2018. He was appointed as an Independent Director of the
Company for a period of three years with effect from 13th August, 2018 and was
subsequently re-appointed for a second term of three years from 13th August,
2021. However, due to the completion of his second term, he ceased to be an Independent
Director of the Company from 12th August, 2024. The Board of Directors placed
on record its appreciation for the valuable contribution, dedicated efforts and guidance
provided by him during his long tenure as an Independent Director of the Company.
• Mr. Vishal Pachisia resigned from the position of Chief
Financial Officer under the category of Key Managerial Personnel of the Company with
effect from 12th February, 2025. The Board placed on record its appreciation
for the valuable services rendered by him during his tenure as the Chief Financial Officer
of the Company.
• Further, the Board of Directors, based on the recommendation of
the Nomination and Remuneration Committee of the Company, has approved the appointment of
Mr. Shailendra Jhalani as the Chief Financial Officer under the category of Key Managerial
Personnel of the Company with effect from 12th February, 2025 with immediate
effect.
Your company is in full compliance of the Listing Regulations and the
Act with regard to the composition of Board of Directors. RETIREMENT BY ROTATION AND
SUBSEQUENT RE-APPOINTMENT
In accordance with the provisions of Section 152(6) (c) of the
Companies Act, 2013, Mr. Raghavendra Anant Mody (DIN: 03158072) is liable to retire by
rotation at the Sixty-Fifth Annual General Meeting of the Company and being eligible,
offers himself for reappointment. The Board recommends his re-appointment as Director.
 KEY MANAGERIAL PERSONNEL 
As on 31st March, 2025, the Company has following Key
Managerial Personnel in compliance with the provisions of Section 203 of the Act.

  

    
Mr. Raghavendra Anant Mody
    
- Chairman & Whole-time Director
  
  

    
Mr. Deepak Kejriwal
    
- Managing Director
  
  

    
Mr. Murari Lal Birmiwala
    
- President-Finance & Secretary
  
  

    
Mr. Shailendra Jhalani
    
- Chief Financial Officer
  

 MEETINGS OF THE BOARD 
The meetings of the Board are held at regular intervals to discuss and
decide on matters of business performance, policies, strategies and other matters of
significance. The agenda of the meetings is circulated in advance, to ensure proper
planning and effective participation. In certain exigencies, decisions of the Board are
also accorded through circulation.
During the financial year 2024-25, the Board met four times. For
further details, please refer to the report on Corporate Governance of this Annual Report.
The quorum was present for all the meetings. The maximum interval between any two meetings
did not exceed 120 days, as prescribed in the Companies Act, 2013 read with rules made
thereunder. Detailed information regarding the meetings of the Board is included in the
report on Corporate Governance, which forms a part of the Annual Report.
The details of meetings held and Director's attendance, training
and familiarisation programme and Annual Board Evaluation process for Directors, policy on
Director's appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of Director and also remuneration for
Key Managerial Personnel and other employees, composition of Committees of the Board,
establishment of Vigil Mechanism for Directors and employees forms a part of the Corporate
Governance Report of this Annual Report.
 COMMITTEES OF THE BOARD 
Currently, the Company has five Board level Committees: Audit Committee
(‘AC”), Nomination and Remuneration Committee (“NRC”),
Stakeholders' Relationship Committee (“SRC”), Corporate Social
Responsibility Committee (“CSR”) and Share Transfer Committee.
Additionally, the Company has also constituted the Borrowing Committee
and Investment & Guarantee Committee.
Detailed information regarding the Committees of the Board is included
in the report on Corporate Governance, which forms a part of the Annual Report.
 DECLARATION FROM THE INDEPENDENT DIRECTORS 
The Company has three Non-executive, Independent Directors namely Ms.
Deepika Agrawal, Mr. Ratan Lal Nangalia and Mr. Shiv Shanker Aggarwal as on 31st
March, 2025. In the opinion of the Board, all Independent Directors possess requisite
qualifications, experience, expertise and hold highest standards of integrity required to
discharge their duties with an objective independent judgment and without any external
influence and that they are independent of the management.
The Company has, inter alia, received the following declarations from
all the Independent Directors pursuant to the provisions of Section 149 (7) of the
Companies Act, 2013 read with the Rules made thereunder and Regulation 25(8) of the
Listing Regulations confirming that:
• they meet the criteria of independence as prescribed under
Section 149 (6) of the Act read with the Rules made thereunder and Regulation 16(1) (b) of
the Listing Regulations. There has been no change in the circumstances affecting their
status as Independent Directors of the Company;
• they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and
• they have registered themselves with the Independent
Director's Database maintained by the Indian Institute of Corporate Affairs in terms
of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
 AUDIT & AUDITORS 
 (i) STATUTORY AUDITORS 
In terms of the provisions of Section 139 of the Act read with the
Companies (Audit & Auditors) Rules, 2014 and on the recommendation of Audit Committee
and Board of Directors, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm
Registration No. 304153E) were re-appointed as Statutory Auditors of the Company at the
Sixty-second AGM of the Company held on 27th September, 2022, for a second term
of five consecutive years from the financial year 2022-23 onwards to hold the office till
the conclusion of Sixty-seventh AGM of the Company. The Report given by K.N. Gutgutia
& Co., Chartered Accountants, on the financial statements of the Company for the FY
2024-25 is a part of this Annual Report.
K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors, has
issued an unmodified opinion on the financial statements of the Company. There are no
qualifications, reservations or adverse remarks or disclaimer made by the Auditors, in
their report for the financial year ended 31st March, 2025. Pursuant to
provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors have
not reported any instance of fraud during the year under review. The Auditors'
Report, read with the relevant notes to accounts are self-explanatory and therefore does
not require further explanation.
As required by Schedule V of the Listing Regulations, the
Auditor's Certificate on Corporate Governance received from K.N. Gutgutia & Co.,
Chartered Accountants is annexed to the Report on Corporate Governance forming part of
this Annual Report.
 (ii) COST RECORDS AND COST AUDIT 
In terms of provisions of Section 148 of the Act read with the
Companies (Accounts) Rules, 2014, the Company is required to maintain the Cost records and
undergo Cost Audit. As per the requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts
and records. The Board, at its meeting held on 10th August, 2024, based on the
recommendation of the Audit Committee, had appointed M/s. J.K. Kabra & Co., Cost
Accountants (Firm Registration No. 000009) to conduct Cost Audit for the FY 2024-25.
M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No.
000009) have carried out the Cost Audit. The Cost Audit Report for the financial year
2024-25 does not contain any qualification, reservation, or adverse remark. During the
year under review, the Cost Auditor has not reported any fraud under Section 143(12) of
the Act.
Further, the Board of Directors of the Company, based on the
recommendation made by the Audit Committee, have reappointed M/s J.K. Kabra & Co.,
Cost Accountants (Firm Registration No. 000009) as Cost Auditors to conduct the cost audit
of the Company for the FY 2025-26. M/s J.K. Kabra & Co., Cost Accountants, being
eligible, have consented to act as the Cost Auditors of the Company for the financial year
2025-26 and have confirmed that they are not disqualified under Section 141 of the
Companies Act, 2013 to be appointed as such and that their appointment is within the
limits of Section 139 of the Companies Act, 2013. Appropriate resolution for ratification
of the proposed remuneration payable to M/s J.K. Kabra & Co., Cost Accountants, to
conduct the audit of cost records of the Company for the financial year ending 31st
March 2025, is being placed for the approval of the members of the Company at the ensuing
AGM.
 (iii) SECRETARIAL AUDITORS 
In terms of the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors, at its Meeting held on 10th August, 2024 had, on the recommendation
of the Audit Committee, appointed Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar &
Associates, Company Secretaries (COP No.:10148) to conduct the Secretarial Audit for the
FY 2024-25.
The Secretarial Audit Report of the Company and its material
subsidiary, Hindusthan Speciality Chemicals Limited, received from Mr. Pankaj Kumar,
proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries, for the financial
year 2024-25 pursuant to Section 204 of the Act read with Rules made thereunder and
Regulation 24A of the Listing Regulations, forms a part of this Annual Report and is
annexed as Annexure-I to the Board's Report. The Secretarial Audit Report for the
financial year 2024-25 does not contain any qualification, reservation or adverse remark.
During the year under review, the Secretarial Auditor has not reported any instance of
fraud under Section 143(12) of the Act.
Further, in terms of the provisions of Regulation 24A of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 and other applicable provisions, if any, of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014, as amended from time to time, the Board of Directors, based on the
recommendation of the Audit Committee, has appointed the Secretarial Auditors of the
Company for a term of five consecutive years commencing from financial year 2025-26 till
financial year 202930, subject to the approval of the members at the ensuing Annual
General Meeting of the Company.
 (iv) INTERNAL AUDITORS 
The Board of Directors of the Company, based on the recommendation made
by the Audit Committee, at its meeting held on 10th August, 2024, had engaged
M/s. NSBP & Co., Chartered Accountants, New Delhi (FRN: 001075N) as the Internal
Auditors
to conduct internal audit for the year 2024-25. The Board of your
Company has laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively. Your Company has
adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial disclosures.
The internal audit helps the company to review the operational efficiency and assessing
the internal controls. It also reviews the safeguarding of assets of the Company.
 REPORTING OF FRAUDS BY AUDITORS 
During the year under review, none of the Auditors have reported any
instances of fraud committed in the Company by its Officers or Employees to the Audit
Committee/Board under section 143(12) of the Act.
 SHARE CAPITAL 
The Authorised share Capital of the Company is ' 100,00,00,000 divided
into 25,00,000 equity shares of ' 10 each and 9,75,00,000 preference shares of ' 10 each.
The paid up Share Capital as on 31st March, 2025 stood ' 96,63,25,850
consisting of Equity Share Capital of ' 1,44,28,850/- Lakhs and Preference Share Capital
of ' 95,18,97,000/-
During the year, the company has not issued any share capital with
differential voting rights, sweat equity or ESOP nor provided any money to the employees
or trusts for purchase of its own shares.
 MATERIAL CHANGES AND COMMITMENTS 
Following material changes or commitments have occurred between the end
of the financial year to which the financial statements relate and the date of this
report, affecting the financial position or business operations of the Company:
• The Company holds 8,45,91,312 (Eight Crore Forty-Five Lakh
Ninety-One Thousand Three Hundred and Twelve) equity shares along with 70 (Seventy) equity
shares held by its nominee shareholders in Hindusthan Speciality Chemicals Limited,
Material Subsidiary of the Company constituting 58.50% (approx.) of the Equity Share
capital of Hindusthan Speciality Chemicals Limited.
DCM Shriram Limited, had expressed their interest to acquire the stake
held by the Company in Hindusthan Speciality Chemicals Limited by themselves and/or
through their affiliates. The Board of Directors of the Company, at its meeting held on 12th
June, 2025, after strategically evaluating the offer proposed by DCM Shriram Limited, has
approved the proposed transaction to sell, transfer, convey, assign or otherwise dispose
of, the whole of the Company's investment in equity shares of its material subsidiary
company, comprising 8,45,91,312 equity shares constituting 58.50% (approx.) of the Equity
Share Capital along with 70 equity shares held by its nominee shareholders in Hindusthan
Speciality Chemicals Limited to secure the best interests of the Company and its
stakeholders.
The overall consideration amount for sale of 100% shares of Hindusthan
Speciality Chemicals Limited has been determined at approx. ' 219,38,90,660 (Indian Rupees
Two Hundred Nineteen Crores Thirty-Eight Lakhs Ninety Thousand Six Hundred Sixty Only)
subject to adjustment of debt and debt like items as defined in the share purchase
agreement.
The Board is of the opinion that the proposed sale is in the overall
interest of the company as after transfer of rights in the undertaking by way of selling
equity shares, the Company will mainly focus on its core business i.e. manufacturing of
electrical equipment's which includes overhead conductors and electro porcelain high
tension insulators. The net proceeds of the above-mentioned transaction will be utilized
towards the expansion of manufacturing business and/or to repay the existing loans and
reduce interest burden and/or for the general business purpose.
A Share Purchase Agreement (‘SPA) was executed/entered into and
signed on 12th June, 2025 between the DCM Shriram Limited (Purchaser) and
Sellers, wherein Hindusthan Urban Infratsructure Limited is acting as one of the sellers
in the agreement.
Further, members of the Company have also granted approval by way of
special resolution through postal ballot dated 19th July, 2025 for the purpose
of execution of the aforesaid transaction in terms of Regulation 24(5) of SEBI (LODR)
Regulations, 2015, which states that a listed entity shall not dispose of shares in its
material subsidiary resulting in reduction of its shareholding (either on its own or
together with other subsidiaries) to less than or equal to fifty percent or cease the
exercise of control over the subsidiary without passing a special resolution in its
General Meeting.
Given that the Hindusthan Speciality Chemicals Limited is a material
subsidiary of the Company, the disposal by way of sale of shares of Hindusthan Speciality
Chemicals Limited by the Company was subject to the approval of the members by way of a
special resolution.
The Company is in the process of completion of necessary formalities
and execution of the signed Share Purchase Agreement for successful completion of the
aforementioned transaction.
 BOARD EVALUATION 
Pursuant to the provisions of Companies Act, 2013 read with the rules
made thereunder and the Listing Regulations, the Board has carried out a formal annual
evaluation of its own performance, those of all the directors individually including the
Independent Directors, Chairman of the Board and of various committees. The Company
deploys ‘questionnaire' as a methodology for carrying out the performance
evaluation of the Board, Committees and Individual Directors.
The performance of all the directors was evaluated on parameters such
as number of meetings attended, contribution in the growth and formulating the strategy of
the Company, independence of judgement, safeguarding the interest of the Company and
minority shareholders, time devoted apart from attending the meetings of the Company,
active participation in long term strategic planning, ability to contribute by introducing
best practices to address business challenges and risk etc. The directors expressed their
satisfaction with the evaluation process. As part of the outcome of the Performance
Evaluation exercise, it was noted that the Board is independent, operates at a high level
of Governance Standards and is committed to creating value for all stakeholders.
 INDEPENDENT DIRECTORS 
The Independent Directors met on 12th February, 2025 to
review the performance evaluation of Non-Independent Directors and the entire Board of
Directors, including the Chairman, while considering the views of the Executive and
Non-Executive Directors.
The Independent Directors were satisfied with the overall functioning
of the Board and its various committees, which displayed a high level of commitment and
engagement. They also appreciated the exemplary leadership of the Chairman of the Board
and its committees in upholding and following the highest values and standards of
corporate governance.
 DIRECTORS' APPOINTMENT AND REMUNERATION 
Appointment of Directors on the Board of the Company is based on the
recommendations of the Nomination and Remuneration Committee. The Committee identifies and
recommends to the Board, persons for appointment thereon, after considering the necessary
and desirable competencies. The committee takes into account positive attributes like
integrity, maturity, judgement, leadership position, time and willingness, financial
acumen, management experience and knowledge in one or more fields of finance, law,
management, marketing, administration, research, etc.
In case of Independent Directors (IDs), they should fulfill the
criteria of independence as per the Act and Regulation 16(1) (b) of the Listing
Regulations in addition to the general criteria stated above. It is ensured that a person
to be appointed as director has not suffered any disqualification under the Act or any
other law to hold such an office.
The Directors of the Company are paid remuneration as per the
Remuneration Policy of the Company. The details of remuneration paid to the directors
during the year 2024-25 are given in Form MGT-7 and the same will be made available on the
website of the Company at www.hindusthanurban.com.
 REMUNERATION POLICY 
The Company has a Remuneration Policy relating to remuneration of the
Directors, senior management including its Key Managerial Personnel (KMP) and other
employees of the Company.
The Nomination & Remuneration Policy of the Company is available on
the website of the company at www.hindusthanurban.com. BOARD DIVERSITY
Adequate diversity on the Board is essential to meet the challenges of
business globalisation, rapid deployment of technology, greater social responsibility,
increasing emphasis on corporate governance and enhanced need for risk management. The
Board enables efficient functioning through differences in perspective and skill, and
fosters differentiated thought processes at the back of varied industrial and management
expertise, gender, knowledge and geographical backgrounds. The Board recognises the
importance of a diverse composition and has adopted a policy on Diversity of Board which
sets out its approach to diversity. The policy is available at the website of the Company
at www.hindusthanurban.com.
 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION.
FOREIGN EXCHANGE EARNINGS AND OUTGO 
Information required under section 134(3) (m) of the Act read with
Companies (Accounts) Rules, 2014 is given in the Annexure- II to this report.
 CORPORATE SOCIAL RESPONSIBILITY (CSR) 
The Company has a Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company which was duly approved by the
Board. CSR Committee of the Board has developed a CSR Policy which is duly reviewed from
time to time.
A detailed report regarding Corporate Social Responsibility as per the
Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as
Annexure-III to the Boards' report.
Additionally, the CSR Policy is available on the website of the company
at www.hindusthanurban.com.
 INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY 
The Company has adequate system of internal controls to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for proper maintaining of the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal controls and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
 VIGIL MECHANISM 
Pursuant to the provisions of section 177 (10) of the Act, Regulation
22 of the Listing Regulations and Regulation 9A of the SEBI(Prohibition of Insider
Trading) Regulations, 2015, a Vigil Mechanism for directors, employees and other
stakeholders of the Company to report genuine concerns has been established. The Whistle
Blower Policy is available on the website of the company at www.hindusthanurban.com.
During the year under review, no complaint was received under the
Whistle Blower mechanism.
 RELATED PARTY TRANSACTIONS 
In line with the requirements of the Act and the Listing Regulations,
your Company has formulated a Policy on Materiality of Related Party Transaction (RPT)
& on Dealing with RPT which is also available on the Company's website at
www.hindusthanurban.com.
All related party transactions that were entered into during the
financial year 2024-25, were on an arm's length basis and in the ordinary course of
business.
There are no material related party transactions made by the company
during the year that required shareholders' approval under Section 188 of the Act
read with the rules made thereunder.
All the Related Party Transactions and subsequent material
modifications, if any, are placed before the Audit Committee on quarterly basis for its
review and approval and are in accordance with the Policy on dealing with and Materiality
of Related Party Transactions, formulated by the Company. Prior omnibus approval is
obtained for RPTs on yearly basis for transactions which are of repetitive nature and/or
entered in the ordinary course of business and are at arm's length.
The details of the transactions with related parties during the
financial year 2024-25 are provided in the accompanying financial statements.
During the year under review, your Company has not entered into
Material RPTs under Regulation 23 of the SEBI (LODR) Regulations, 2015 or as per the
provisions of the Companies Act, 2013. The disclosure of RPTs as required under Section
134(3)(h) of the Act, in Form AOC-2 forms a part of this report and is annexed as
Annexure-V to this report.
Details of transaction(s) of the Company with entity(ies) belonging to
promoter/promoter group which hold(s) more than 10% shareholding in the Company as
required under para A Schedule V of the Listing Regulations are provided as a part of the
financial statements.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company
has filed the reports on related party transactions with the Stock Exchange.
 SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNALS 
No significant and material orders were passed by any Regulators,
Courts or Tribunals impacting the going concern status of the Company and its operations
in future.
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS 
Pursuant to the provisions of Section 186 of the Act read with
Companies (Meetings of Board and its Powers) Rules, 2014 and Para A of Schedule V of the
Listing Regulations, the details of Loans, Guarantees and Investments covered during the
financial year 2024-25 are given in the notes to the Financial Statements.
 DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY 
Being a diversified and prudent enterprise, your Company continues to
focus on a system-based approach to manage risks. Risk management has always been an
integral part of your Company. Backed by strong internal control systems and existing Risk
Management Framework have laid down the roles and responsibilities of various business
segments regarding the managing of risks, covering a range of responsibilities, right from
strategic to operational. These responsibilities today offer a strong foundation for
appropriate risk management procedures, their effective implementation as well as the
independent monitoring and reporting handled by Internal Audit and the top management
team.
Your Company has set appropriate structures to monitor and manage
inherent business risks proactively. Accordingly, raw material pricing risks, commodity
risks and currency fluctuation risk are effectively managed by its proficient and capable
team. It also has appropriate checks and balances in place and aims to minimize the
adverse impact of these risks on its operations.
 PUBLIC DEPOSITS 
During the year under review, the Company has not accepted any deposits
within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof
for the time being in force) from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.
 ANTI-SEXUAL HARASSMENT POLICY 
Pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company has constituted Internal Complaints
Committee to redress the complaints of sexual harassment and has a policy and framework
for employees to report sexual harassment cases at workplace. There has not been any
instance of complaint reported in this regard, to the Audit Committee.
During the year under review, the Internal Complaints Committee was
re-constituted by the Board of Directors.
 COMPLIANCE WITH APPLICABLE PROVISIONS OF MATERNITY
BENEFIT ACT. 1961 
The Company has duly complied with the provisions of the Maternity
Benefit Act, 1961, including amendments made thereto and rules framed thereunder, to the
extent applicable. The Company is committed to ensuring a safe, inclusive and supportive
workplace for women employees.
 TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO
INVESTOR EDUCATION AND PROTECTION FUND (IEPF) 
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013
read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all
dividends which remains unpaid or unclaimed for a period of seven years from the date of
their transfer to the unpaid dividend account are required to be transferred by the
Company to the Investor Education and Protection Fund (“IEPF”), established by
the Central Government.
Further, pursuant to the provisions of Section 124(6) of the Act read
with the Rules and subsequent amendments thereto, all the shares in respect of which
dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be
transferred in favour of the Demat account of IEPF Authority.
During the year under review, the Company has transferred unpaid and
unclaimed dividends of ' 23,136 for the financial year 2016-17 to the IEPF Authority and
1,323 corresponding shares on which dividends were unclaimed for seven consecutive years
were transferred to the Demat Account of IEPF Authority as per requirements of the IEPF
Rules.
Details of shares/shareholders in respect of which dividend has not
been claimed, are provided on our website and can be accessed at www.hindusthanurban.com.
The shareholders are therefore encouraged to verify their records and claim their
dividends of all the earlier seven years, if not claimed.
 COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI 
The Company is in compliance with the applicable provisions of
Secretarial Standards on Meetings of the Board of Directors (SS- 1) and Secretarial
Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India.
 ANNUAL RETURN 
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as of 31st March, 2025
on its website at
http://hindusthanurban.com/investorrelation.aspx?mpgid=151&pgidtrail=151&catid=20
 POLICY FOR DETERMINATION OF MATERIALITY OF AN
EVENT OR INFORMATION 
In line with the requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for
determination of materiality-based events and the same is amended, as and when required.
The Policy for Determination of materiality of an event or information
can be accessed on the company's website at www.hindusthanurban.com.
 POLICY ON PRESERVATION OF DOCUMENTS 
Pursuant to Regulation 9 of the Listing Regulations, the Company has
adopted the policy on preservation of the documents.
The policy on preservation of documents can be accessed on the
company's website at www.hindusthanurban.com.
 CODE OF CONDUCT -FOR PREVENTION OF INSIDER TRADING 
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015,
your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code covers Company's obligation to maintain a digital
database, mechanism for prevention of insider trading and handling of UPSI, and the
process to familiarize with the sensitivity of UPSI.
The Code of Conduct for prevention of Insider Trading can be accessed
on the Company's website at www.hindusthanurban.com.
 POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF
UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI") 
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015,
the company has formulated a written policy and procedures for inquiry in case of leak of
unpublished price sensitive information and initiate appropriate action on becoming aware
of leak of unpublished price sensitive information and inform the Board promptly of such
leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company
has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price
Sensitive Information (“UPSI”).
Policy for procedure of Inquiry in case of Leak of Unpublished Price
Sensitive information (“UPSI”) can be accessed on the company's website at
www.hindusthanurban.com.
 PERSONNEL 
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this
report as Annexure-IV. A statement containing, inter alia, the names of top ten employees
in terms of remuneration drawn is provided as part of the Annexure.
Details of employee remuneration as required under provisions of
Section 197 (12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this
report as Annexure-IV and will be made available for inspection at the Registered Office
of your Company during working hours, 21 days before the Sixty-fifth Annual General
Meeting and shall be made available to any shareholder on request, in writing.
 OTHER DISCLOSURES 
? To the best of our knowledge and belief, there are no proceedings
initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which
can have a material impact on the business of the Company.
? There were no instances where your Company required valuation for
one time settlement or while taking the loan from the Banks or Financial Institutions.
 GENDER-WISE COMPOSITION OF EMPLOYEES 
The gender wise composition of the employees of the Company as on 31st
March, 2025 is as follows:
Male Employees: 309 Female Employees: 03
 ACKNOWLEDGEMENT 
Your Directors place on record their sincere appreciation and gratitude
for the assistance and generous support extended by all Government authorities, Financial
Institutions, Banks, Customers and Vendors during the year under review. Your Directors
wish to express their immense appreciation for the devotion, commitment and contribution
shown by the employees of the company while discharging their duties.

  

    

    
For and on behalf of the Board of Directors
  
  

    

    
Sd/-
  
  

    

    
(Raghavendra Anant Mody)
  
  

    
Place: New Delhi
    
Chairman
  
  

    
Date: August 13, 2025
    
DIN:03158072