122nd Annual Report for the financial year 2025-26

August 13, 2026 The General Manager, Department of Corporate Services – Listing, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. Scrip Code: 509895 Dear Sir, Sub: Notice of 122nd Annual General Meeting and Submission of Annual Report of the company for the Financial Year 2025-26 Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report including Notice of Annual General Meeting for the Financial Year 2025-2026. Annual General Meeting of the Company is scheduled to be held on Thursday, September 10, 2026 through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) at 11.30 A.M. In accordance with the MCA and SEBI Circulars, the Annual Report together with the Notice of the AGM has been dispatched through electronic mode on August 13, 2026 to those Shareholders whose email addresses are registered with the Company / Depository Participants. The remote e-voting facility shall be kept open from Monday, September 07, 2026 (9:00 a.m.) to Wednesday, September 09, 2026 (5:00 p.m.) for shareholders to cast their votes electronically. The cut-off date for voting (including remote e-voting) shall be Wednesday, September 02, 2026. The detailed instructions with respect to voting have been mentioned in the Notice of AGM. The Annual Report containing Notice of 122nd Annual General Meeting is also uploaded on the Company’s website www.hindoostan.com. Please take the same on record. Yours faithfully, For HINDOOSTAN MILLS LIMITED, KAUSHIK KAPASI Company Secretary and Compliance Officer FCS 1479 Encl: As above. Registered Office: Shivsagar Estate “D” Block, 8th floor, Dr. Annie Besant Road, Worli, Mumbai 400018, India. T. +91-22-61240700 Email: contact@hindoostan.com CIN: L17121MH1904PLC000195 www.hindoostan.com HINDOOSTAN MILLS LIMITED BOARD OF DIRECTORS CONTENTS KHUSHAAL C. THACKERSEY Joint Managing Director Notice 2-13 Directors’ Report 14-23 ABHIMANYU J. THACKERSEY Joint Managing Director Corporate Governance Report 24-35 Management Discussion and Analysis 36 Independent Directors Independent Auditors’ Report 37-47 ANANT P. PATEL AMOL P. VORA Balance Sheet 48 GEETA J. PALAN Profit & Loss Account 49 Cash Flow Statement 50-51 Chief Financial Officer Statement of Changes in Equity 52 Shraddha P. Shettigar Notes “1” to “32” 53-114 Company Secretary Kaushik N. Kapasi 122nd Annual General Meeting on Thursday, September 10, 2026 at 11.30 a.m. through video Auditors SHR & Co., conference/Other Audio Visual Means Chartered Accountants Plant Plot No.D-1, MIDC Industrial Area, Bankers Village – Taswade, Tal – Karad, HDFC Bank Ltd. Dist.– Satara – 415 110, Maharashtra Registered Office Registrar & Transfer Agents Shivsagar Estate “D” Block, 8th Floor, Computech Sharecap Limited, Dr. Annie Besant Road. 147, Mahatma Gandhi Road, Worli, Mumbai – 400 018 Opp. Jehangir Art Gallery, CIN: L17121MH1904PLC000195 Mumbai - 400 001. Tel: 022 – 22635000/1 Fax: 022 – 22635005 helpdesk@computechsharecap.in www.computechsharecap.com HINDOOSTAN MILLS LIMITED NOTICE Notice is hereby given that the 122nd Annual General Meeting (AGM) of the Members of Hindoostan Mills Limited will be held on Thursday, September 10, 2026 at 11.30 a.m. through video conference (VC)/Other Audio Visual Means (OAVM), venue of the meeting shall be deemed to be the registered office of the Company at “Shivsagar Estate “D” Block, 8th floor, Dr. Annie Besant Road, Worli, Mumbai - 400 018 to transact following business: ORDINARY BUSINESS: other consents and permission as may be necessary, approval of the members be and is hereby accorded for the re-appointment 1. To consider and adopt the audited financial statements of of Mr. Abhimanyu J. Thackersey, the Joint Managing Director the Company for the financial year ended March 31, 2026, (DIN: 00349682) for a period of three years with effect from together with the Reports of the Directors and the Auditors. February 08, 2027 till February 07, 2030 on such terms and 2. To appoint a Director in place of Mr. Abhimanyu J. conditions as mentioned below with liberty to the Board of Thackersey (DIN: 00349682) who retires by rotation at this Directors (hereinafter referred to as “the Board” which term Annual General Meeting and, being eligible, offers himself shall include the Nomination and Remuneration Committee for re-appointment. of the Board) to increase in remuneration during the said three years in the scale as mentioned below: 3. To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: a. Remuneration – Rs. 3,50,000 per month in the scale of Rs. 3,50,000- Rs.7,00,000 inclusive of all perquisites except the “RESOLVED THAT subject to the provisions of Section following perquisites shall not be counted in the aforesaid 139,142 and other applicable provisions, if any, of the Companies remuneration. Act, 2013, read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) b. Perquisites or re-enactment thereof for the time being in force), M/s. SHR i. Company’s contribution to Provident fund, & Co., Chartered Accountants, LLP (FRN 120491W) , who Superannuation fund or annuity fund to the extent these retires on the conclusion of 122nd Annual General Meeting, either singly or put together are not taxable under the be and is hereby reappointed as the Statutory Auditors of the Income-tax Act/Rules. Company, for the term of five consecutive years starting from the conclusion of this 122nd Annual General Meeting for ii. Gratuity payable at a rate not exceeding half a month’s the financial year 2026-27 to the conclusion of 127th Annual salary for each completed year of service; General Meeting to be held for financial year 2030-31 on such iii. Encashment of leave at the end of the tenure; and remuneration as shall be fixed by the Board of Directors of the Company in consultation with the Auditors plus applicable iv. Use of the Company’s car for official purposes. taxes and reimbursement of out of pocket expenses, if any.” c. Other conditions: SPECIAL BUSINESS: a. Mr. Abhimanyu J. Thackersey shall be liable to retire 4. A pproval for “re-appointment of Mr. Abhimanyu J. by rotation as a Director. Thackersey (DIN: 00349682) as the Joint Managing b. Mr. Abhimanyu J. Thackersey shall not be paid any Director and payment of remuneration” sitting fees for attending the Meetings of the Board of To consider and if thought fit, to pass, the following Directors or Committee thereof. resolution as a SPECIAL RESOLUTION: c. Mr. Abhimanyu J. Thackersey shall be reimbursed of “RESOLVED THAT in accordance with the provisions of all expenses actually and properly incurred by him for Sections 196, 197, 198 and 203 read with Schedule V and the business of the Company. other applicable provisions of the Companies Act, 2013 d. The appointment may be terminated by either the and the Companies (Appointment and Remuneration of Company or by Mr. Abhimanyu J. Thackersey by Managerial Personnel) Rules, 2014 (including any statutory giving three months’ written advance notice. modification(s) or re-enactment(s) thereof, for the time being in force), and the Articles of Association of the Company, RESOLVED FURTHER THAT In the event of loss or subject to approval of the relevant authorities if any and such inadequacy of profits in any financial year during the currency of HINDOOSTAN MILLS LIMITED tenure of the appointment, he shall be paid salary, perquisites and 4. As the AGM is being conducted through VC / OAVM, for other allowances as the minimum remuneration, in accordance the smooth conduct of proceedings of the AGM, Members with the provisions of Section 197 read with Schedule V of the are encouraged to express their views / send their queries Companies Act, 2013, subject to the overall ceiling prescribed in advance mentioning their name, demat account number therein, as amended from time to ti [Showing first 8,000 characters — download PDF for full document]