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1. Results of Operations

For the financial year ended March 31, 2023 as follows: -

Consolidated Financial Performance:

Consolidated total Income for the current year was ` 1586.92 Lakhs.

Profit from continuing operations was ` 448.32 Lakhs.

Profit from discontinued operations was ` 8.61 Lakhs.

Profit from continuing & discontinued operations was ` 456.93 Lakhs.

Total Comprehensive Income/(Loss) for the current year was ` (1265.60) Lakhs.

The basic and diluted Earnings Per Share (EPS) for the current year from : Continued Operations was ` 3.56 Discontinued Operations was ` 0.07 Continued and Discontinued Operations was ` 3.63

Standalone Financial Performance:

Total Income for the current year was ` 1399.95 Lakhs.

Net Profit for the current year was ` 261.35 Lakhs.

Total Comprehensive Income/(Loss) for the current year was ` 258.23 Lakhs.

The basic and diluted Earnings Per Share (EPS) for the current year was ` 2.08

2. Appropriations

(i) Dividend:

Keeping in view the performance of the Company during the year underreview and also with a view to conserve resources to meet the business requirements, your Directors expresses their inability to recommend any dividend for the financial year 2022-23.

(ii) Transfer to Reserve:

No amount was transferred to Reserve during the financial year ended on March 31, 2023.

3. Subsidiary companies

The Company has below subsidiaries as on March 31, 2023 and there has been no material change in these subsidiaries with respect to the nature and structure. Your Company has provided the audited Consolidated Financial Statements for the year ended March 31, 2023, together with Auditors' Report and a statement containing salient features of the financial statements of Company's subsidiaries (in Form AOC-1), is forming part of this Annual Report, which includes financial information of all the subsidiaries of the Company. i) HOVS LLC incorporated in Delaware under the laws of Unites States of America; ii) HOV Environment LLC incorporated in Nevada State under the laws of United States of America; iii) HOVS Holdings Limited incorporated under the Companies Ordinance of Hong Kong; and iv) HOV Environment Solutions Private Limited incorporated in Maharashtra under Indian Company Laws.

4. Policy on Material Subsidiaries

The Company's wholly owned subsidiary HOVS LLC is a material subsidiary in accordance with the thresholds laid down under the SEBI Listing Regulations 2015 as amended from time to time. The Company had adopted the policy for determining material subsidiary pursuant to the SEBI (Listing Obligation and Disclosure Requirements) (Amendment) Regulations, 2018. The said policy has been displayed on the website of the Company at https://hovsltd.com/policies-other-disclosures/

5. Investment

The Company's wholly owned subsidiary HOVS LLC holds 285,606 Series B1 Preferred Stock of Exela Technologies, Inc., NASDAQ listed, with cumulative dividends @ 6.00% per annum.

6. ADR/GDR

The shareholder's in their Annual General Meeting dated July 21, 2007 granted approval for proposed 15,000,000 of ADR/GDR issue. However, so far none of the underlying equity shares were issued by the Company.

7. Share Capital of the Company

The paid up share capital of the Company as on March 31, 2023 has 12,594,972 equity shares of Rs. 10/ - each aggregating to Rs. 125,949,720/-.

8. Employee Stock Option Plan (ESOP)

There are no employees of subsidiaries eligible for ESOP during the reporting year. The information to be disclosed as per SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is provided herewith as “ANNEXURE- A” to this report.

9. Conservation of Energy, Technology Absorption and Foreign Exchange

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 13 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is provided herewith as “ANNEXURE- B” to this report.

10. Human Resources

During the reported financial year, the Company had maintained cordial relations with the employees doing work from home and there was no complaint received to the Committee constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal Act, 2013) and the Rules made thereunder for prevention and Redressal of complaints of sexual harassment at workplace.

The Human Resource department of the Company follows the philosophy to maintain cordial relations with all its employees and the Company value its human resources and takes utmost care of its employees deployed. It encourages all employees to strike a perfect work life balance.

11. Particular of Employees and Related Disclosures

During the year under review there was no employee/s who received remuneration in excess of limits prescribed Under Section 197 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The disclosure required in terms of provisions of Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided herewith as “ANNEXURE- C” to this report.

12. Directors Responsibility Statement

The Directors Responsibility Statement in terms of Section 134(5) of the Companies Act, 2013 is provided herewith as “ANNEXURE- D” to this report.

13. Financial Summary and Highlights

The Company's current financial summary and highlights are presented under the Management Discussion and Analysis Report part of the Annual Report.

14. Meetings of the Board

The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and as per relaxation provided from time to time during the year by the regulators. During the financial year 5 (Five) Board Meetings were held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms a part of this Annual Report. Other provisions related to Board and its Committees are stated in the Corporate Governance Report forming part of this Annual Report.

15. Directors and Key Managerial Personnel

Mr. Sunil Rajadhyaksha, Executive Director being liable to retire by rotation at the 35^th Annual General Meeting. Mr. Sunil has confirmed his eligibility and willingness for re-appointment. The Board in its meeting held on November 11, 2022 accepted the willingness of Mr. Surinder Rametra to relinquish his office of Executive Directorship. The Board of Directors placed on record its deep sense of appreciation for Mr. Surinder Rametra as a member of the Board and for his strong leadership, valuable contribution and support extended to the Company at all times during his tenure. He continues to be the Promoter of the Company.

The Board in its meeting held on November 11, 2022 appointed Mr. Parvinder S Chadha, as the Chairman and Executive Director of the Company. The approval of the shareholders of the Company was availed through postal ballot process concluded on December 16, 2022 for the appointment of Mr. Parvinder S Chadha as a Whole-time Director, designated as Chairman & Executive Director of the

Company for a term of five years commencing from December 1, 2022 till November 30, 2027. The shareholders have approved his appointment by 99.99% votes in favor. Mr. Chadha is one of the Promoter of the Company. The Central Government approval for appointment of Mr. Chadha as Whole Time Director for his term from December 1, 2022 till November 30, 2027 was duly obtained by the Company.

Mr. Harjit Singh Anand, Independent Director will complete his first term as an independent director on September 9, 2023. The Board of Directors recommends to the shareholders in ensuing 35^th Annual General Meeting for his re-appointment as an Independent Director for his 2^nd term of five years from September 10, 2023 to September 9, 2028.

Mr. Vikram Negi, Executive Director term as the Whole-time Director got over on August 31, 2022. The shareholders in their 34^th Annual General Meeting held on July 20, 2022 had appointed him for a further term of five years from September 1, 2022 until August 22, 2027. The Central Government approval for appointment of Mr. Vikram Negi as Whole Time Director for his term from September 1, 2022 till August 22, 2027 is duly obtained by the Company.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act, Mr. Parvinder S Chadha, Whole-time Director; Mr. Vikram Negi, Whole-time Director; Mr. Sunil Rajadhyaksha, Whole-time Director; Mr. Nilesh Bafna, Chief Financial Officer; and Mr. Bhuvanesh Sharma, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2023. There were no changes in Company Secretary and Chief Financial Officer of the Company during the year.

16. Declarations from Independent Directors

The independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

17. Meeting of Independent Directors

Independent Directors of the Company met on February 11, 2023 to review the performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Director's also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to function effectively.

18. Familiarisation Programme

The familiarisation programme was arranged by the Company during the year on February 11, 2023 for its Independent Directors with regard to their roles, rights, responsibilities with the Company. The details of the familiarisation program was disclosed under Investor Relations section of the Company's website www.hovsltd.com.

The Management of the Company, as and when required keeps updating to the entire Board including Independent Directors on the Company's operations and were also briefed regularly and or quarterly basis the changes in applicable statutes and regulations. The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices.

19. Internal Financial Controls

The Management of the Company has established adequate procedures for ensuring the internal financial controls and the same are in place with reference to financial statements. The Management of the Company review the internal control system with periodic overview by the Audit Committee. The internal financial controls are tested by Internal Auditors of the Company and no reportable material weaknesses were observed therein for the reportable year. The internal audit function monitors the adequacy and effectiveness of internal controls and provides assurance of the adequacy and effectiveness of the internal controls to the Audit Committee and the Board of Directors.

20. Related Party Transactions

The transactions entered by the Company with related parties are at arm's length and are in the ordinary course of business. All Related Party Transactions are being placed before the Audit Committee for approval. Omnibus approvals are also obtained for transactions which are of repetitive nature. Such transactions are placed before the Audit Committee and Board (as required) for periodical review and approval.

The policy on Related Party Transactions as updated by the Board keeping in view of SEBI (Listing Obligations and Disclosure) Regulations, 2015, has been displayed on the Company's website at: https://hovsltd.com/docs/Policies/2022/HOVS%20RPTs%20Policy-April%202022.pdf The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided herewith as “ANNEXURE- E” to this report. The disclosure of Related Party Transactions as per Ind AS 24 with related parties have been provided in Notes to the Standalone & Consolidated Financial Statements respectively, forming part of this Annual Report.

21. Corporate Governance Report

The report on Corporate Governance is annexed as the part of the Director's report.

22. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as a separate section forming part of the Director's report.

23. Code of Conduct for Board and Senior Management

All the Directors and Senior Management personnel have affirmed their compliance with the Code of conduct. A declaration signed by the Whole-time Director to this effect is annexed as part of the Director's Report. The Company has adopted Code of Conduct for the Directors and Senior Management and the Code is available on the Company's website https://hovsltd.com/code-of-conduct/

24. Auditors and Auditors' Report Statutory Auditors:

M/s Lodha& Co., Chartered Accountants were appointed as Statutory Auditors for a period of 5 years, in 34^th Annual General Meeting held on July 20, 2022, till the conclusion of the 39^th AGM to be held in year 2027.

The Statutory Auditors' Report of M/s Lodha& Co., Chartered Accountants for FY 2022-23 does not contain any qualification, reservation or adverse remark. The Statutory Auditors of the Company have given their Unmodified Opinion(s) on the Audited Standalone Financial Results for the 4^th Quarter and Year ended March 31, 2023 and on the Audited Consolidated Financial Results of the Company for financial Year ended March 31, 2023.

Secretarial Audit Report:

M/s. J B Bhave & Co., Practicing Company Secretaries, Pune were appointed to conduct secretarial audit for FY 2022-23. The report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is annexed herewith as “ANNEXURE- F” to this report. During the year under review, there were no instances of frauds committed in the Company by its officers or employees, which requires reporting by the Statutory Auditors and the Secretarial Auditor.

Annual Secretarial Compliance Report:

Pursuant to requirements of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 the Secretarial Auditors of the Company were engaged to issue the Annual Secretarial Compliance Report for year ended March 31, 2023.

No Disqualification certificate from the Company Secretary in Practice:

None of the directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI Board/MCA or any such statutory authority. The Company has complied with the requirement in terms of Schedule V Part C of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, of taking a certificate to that effect from the Secretarial Auditor of the Company.

25. Extract of Annual Return

As per the requirements of Section 92(3) of the Actand Rules framed thereunder, the Annual Return of the Companyas on March 31, 2023 is availableon the Company's website and can be accessed at https://hovsltd.com/wp-content/uploads/2023/06/AR-2023.pdf

26. Board Evaluation

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson. The performance evaluation has been carried out on directors individually, working of the Committees and Board's performance.

Independent Directors met separately to evaluate the Non-Independent Directors and Chairman of the Board. The performance evaluation of Board, its Committees, Independent Directors, Non-independent directors and including Chairman of the Board was carried out during the year considering parameters as set by the members of the Board. The evaluation of the independent directors by all board members was carried out based on the criteria of efforts undertaken by them, brings independent view point in discussion and awareness of their roles and responsibilities. The evaluation of Chairperson was carried out by independent directors on criteria of leadership, promotes participation among all members and ability to manage conflicting situations positively. The evaluation of the Board and its Committees was carried out through a structured evaluation process covering various aspects of the Boards functioning and having well defined Committees and each Committee having co-operative working environment with the Board.

27. Policy on directors and senior management appointment and remuneration

The Board of Directors has framed the Nomination and Remuneration Policy which lays down the framework in relation toremuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Policy lays down criteria for selection and appointment of Board Member and also sets the criteria for selection of candidates eligible to be appointed in the senior management and other employees of the Company and also member on the Board of Directors and the Executive Directors of the Company. The nomination and remuneration policy is provided herewith as “Annexure-G” to this report. The said policy is also available on the Company's website http://www.hovsltd.com/docs/Policies/2019/Nomination%20&%20Remuneration%20Policy.pdf

28. Risk Management

The Board of Directors of the Company overview the implementation and monitor the risk management for the Company with Audit Committee having additional oversight in the area of financial risks and controls. The major risks identified by the businesses and function are addressed through mitigating actions on a continuing basis. The details of risk management have been covered in the Management Discussion and Analysis and Notes to the Financial Statements, which forms part of this report.

29. Committees of the Board

The Board of Directors have constituted the i) Audit Committee; ii) Nomination and Remuneration Committee; & iii) Stakeholders Relationship Committee. The details pertaining to all the committees of the Board are disclosed in section of the Corporate Governance Report which is part of this Board Report.

30. Particulars of Loans, Advances and Investments

The particulars as required pursuant to Section 186 (4) of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014 and pursuant to Regulation 34(3) and Schedule V Part A of SEBI LODR, 2015, are mentioned in the Notes to Account to the Financial Statements of the Annual Report. The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, if any have been disclosed in the financial statements.

31. Secretarial Standards

The proper systems are in place to ensure compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

32. Whistle Blower Policy

The Company has a Vigil Mechanism/Whistle Blower Policy, in order to establish a mechanism for directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected frauds or violation of the Company's Code of Conduct. The Policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. This mechanism provides safeguards against victimisation of employees, who report under the said mechanism. During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy of the Company is available on the Company's website. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report.

33. Reconciliation of Share Capital Audit

The reconciliation of equity share capital is carried out on quarterly basis by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The external Auditor's Certificate in regard to the same is submitted to BSE Limited and National Stock Exchange of India Limited and is also placed before Stakeholders' Relationship Committee and the Board of Directors of the Company.

34. General a) The statement relating to risk management policy and identification of risk elements are covered under Management Discussion Analysis Report as annexed with this Report. b) There are no adverse material changes or commitments occurred after March 31, 2023 which may affect the financial position of the Company or may require disclosure. c) On following points no reporting or disclosure is required as there were no transactions on these items during the financial year under review:

(i) There were no loans, guarantees and investments made;

(ii) There were no deposits covered under Chapter V of the Companies Act, 2013; (iii) No significant and material orders passed by the regulators or courts or tribunals which impacted the going concern status and operation of the Company; (iv) Issue of equity shares with differential rights as to dividend, voting or otherwise; (v) Issue of sweat equity shares; and (vi) None of the whole-time directors of the Company received any remuneration or commission from the subsidiaries of the Company.

35.Acknowledgement

Your Directors would like to place on record their thanks to the Government of India, Government of Maharashtra, Reserve Bank of India, Software Technology Parks of India, Registrar of Companies, Pune, other local governmental bodies, the National Stock Exchange, the Bombay Stock Exchange, Bankers of the Company and Shareholders during the financial year.

Your Directors would also express their appreciation for the efforts made by employees at all levels for their hard work, co-operation and support extended to your Company during the year and acknowledge their support.

For and on behalf of the Board of Directors

Parvinder S Chadha

Chairman & Executive Director (DIN:00018468)

Date: May 27, 2023