Hindustan Aeronautic Director Report

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    You can view full text of the Director's Report for Hindustan Aeronautics Ltd.
    Director Report
    Mar2024   Mar 2025

    Your Board of Directors takes great pleasure in presenting the
    Report on the performance of the Company (the Company
    or HAL), and its Audited Financial Statements for the
    Financial Year ended March 31, 2025, together with Reports of
    the Statutory Auditors and the Comptroller & Auditor General
    of India (C&AG) thereon.

    FINANCIAL HIGHLIGHTS

    The financial highlights for the year ended March 31, 2025 are
    summarised as under:

    Particulars

    2024-25

    2023-24

    Revenue from Operations

    30,98,092

    30,38,084

    Turnover

    30,10,465

    28,16,185

    Exports

    39,992

    31,059

    Profit Before Tax (PBT)

    10,82,001

    10,19,897

    Provision for Tax

    2,50,321

    2,60,393

    Profit After Tax (PAT)

    8,31,680

    7,59,504

    R&D Expenditure

    2,48,233

    2,82,624

    Earnings/ Share (in '')
    (Face value of '' 5 each)

    124.36

    113.57

    Book Value / Share (in '')

    520.99

    434.32

    During the year, the Revenue from Operations of the Company
    has increased by 2% to '' 30,98,092 Lakh from '' 30,38,084
    Lakh in the previous year. The turnover of the Company has
    increased by 7% to '' 30,10,465 Lakh from '' 28,16,185 Lakh
    in the previous year. The Profit before Tax for the year has
    increased by 6% to '' 10,82,001 Lakh from '' 10,19,897 Lakh
    in the previous year. The Profit After Tax (PAT) has increased by
    10% to '' 8,31,680 Lakh from '' 7,59,504 Lakh in the previous
    year.

    PRODUCTION HIGHLIGHTS

    During the year, the Company has produced new Aircraft and
    Helicopters, covering Light Combat Aircraft (LCA) Tejas Mk1A,
    LCA Tejas Trainer, Dornier Do-228, Advanced Light Helicopter
    (ALH) Dhruv and Light Utility Helicopter (LUH) in addition to
    the production of New Engines and Accessories, at its various
    Divisions. The Company has also carried out Repair and
    Overhaul of Aircraft & Helicopters and Engines in addition to
    providing required spares support to the customers.

    ORDER BOOK POSITION

    The Order Book position of the Company stands at
    '' 1,89,30,200 Lakh as on March 31, 2025.

    During the year, the Company has received manufacturing
    contracts of over '' 1,02,00,000 Lakh and ROH Contracts of
    over '' 17,50,000 Lakh. Major Orders bagged include Contracts
    for supply of LCH to Indian Army (IA) and Indian Air Force (IAF),
    Su 30 MKI to IAF, Mid Life Upgrade of Dornier- 228 to IAF, AL-
    31FP engine to IAF.

    DIVIDEND

    During the year, your Company has declared and paid interim
    dividend of '' 25 per share of '' 5 each (500%) for the financial
    year 2024-25, amounting to '' 1,67,193.75 Lakh.

    To comply with the Guidelines of Department of Investment
    and Public Asset Management (DIPAM) on Capital restructuring
    with respect to payment of minimum dividend, the Board of
    Directors of the Company has recommended a final dividend of
    '' 15/- per share of '' 5 each. The Final Dividend if approved by
    the shareholders, would involve cash outflow of '' 1,00,316.25
    Lakh.

    Thus, the total dividend including final dividend for the financial
    year 2024-25 would be ''40/- per equity share (800%),
    amounting to '' 2,67,510 Lakh.

    In terms of the provisions of Regulation 43A of the SEBI
    (Listing Obligations and Disclosure Requirements) Regulations,
    2015 [SEBI (LODR) Regulations] and the Guidelines of DIPAM,
    the Company has formulated a Dividend Distribution Policy
    and the same is available on the Company''s website at
    https://hal-india.co.in/backend/wp-content/uploads/2023/07/
    Dividend-Distribution-Policy 13.02.2025.pdf

    CAPEX

    In order to maintain the state of the art infrastructure and
    technologies to meet Aerospace Standard and also to develop
    systems/platforms for meeting the requirements of the Defence
    Forces and to become Atmanirbhar, the Company has incurred
    Capital Expenditure (CAPEX) of '' 2,02,584 Lakh in FY 2024¬
    25 (PY '' 2,16,786 Lakh). The investments are mainly towards
    Green Field Helicopter project at Tumakuru, augmentation of
    facilities of LCA, ROH of SU-30, ROH of AL-31FP Engine etc.
    besides the regular replacement and rationalisation of the
    existing facilities.

    RESERVES

    During the year, '' 92,176 Lakh was transferred to Research &
    Development Reserve, '' 18,435 Lakh to Indigenisation Fund
    Reserve and '' 4,69,032 Lakh to General Reserve.

    BORROWINGS

    As on March 31, 2025, short term and long term borrowings
    of the Company was Nil.

    INTERNAL FINANCIAL CONTROLS

    Your Company has in place adequate internal financial controls
    with reference to financial reporting.

    A detailed note on internal control system and their adequacy
    is provided in the Management Discussion and Analysis Report.

    LOANS, GUARANTEES AND INVESTMENTS

    Details of Loans, Guarantees and Investments as covered under
    the provisions of Section 186 of the Companies Act, 2013
    (''''the Act) form part of Notes to the Financial Statements.

    RELATED PARTY TRANSACTIONS

    During the year, your Company has entered into transactions
    with related parties after obtaining approval of the Audit
    Committee and/ or Board, as the case may be.

    Since, Audit Committee was not in valid constitution w.e.f.
    December 28, 2024, all proposals requiring recommendation/
    approval of the Audit Committee were put up directly to the
    Board.

    As per the threshold mentioned in the Related Party Transactions
    (RPTs) Policy, there were no material related party transactions
    with any of the related parties.

    The disclosures related to RPTs in accordance with the
    applicable accounting standards are provided in Clause
    No. 45A of the Notes to the financial statements. Details of
    contract(s) or arrangement(s) with related parties referred to
    in Section 188(1) of the Companies Act read with Rule 8(2) of
    the Companies (Accounts) Rules, 2014, in the prescribed form
    AOC-2, is attached to this Report as
    Annexure-I.

    CONSOLIDATED FINANCIAL STATEMENTS

    The Consolidated Financial Statements of the Company for the
    year ended March 31, 2025 have been prepared in accordance
    with the provisions of Section 129(3) of the Companies Act
    and applicable Accounting Standards, and form part of this
    Report.

    Pursuant to the first proviso of Section 129(3) of the Companies
    Act read with Rule 5 of the Companies (Accounts) Rules,
    2014, a separate statement containing salient features of the
    Financial Statements of Subsidiaries / Associate / Joint Venture
    Companies in
    Form AOC-1 is appended to this Report, which
    forms part of the Financial Statements. The separate Audited
    Financial Statements in respect of the Subsidiaries are also
    available on the website of the Company at www.hal-india.
    co.in

    SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

    As on March 31, 2025, your Company has 2 Subsidiaries
    including 1 Wholly Owned Subsidiary and 19 Joint Venture

    Companies (JVCs) including 7 Not-for-Profit Companies
    (Section 8 Companies).

    During the year, following JVCs (Section 8 Companies) have
    been formed:

    1. Electronic Warfare (Defence) Testing Foundation has been
    incorporated on May 21, 2024 with equity contribution of
    20% (23,480 equity shares of '' 1,000 each) for setting up
    of Defence Testing Infrastructure under Electronic Warfare
    domain with government financial assistance in the state
    of Tamil Nadu;

    2. Communication (Defence) Testing Foundation has been
    incorporated on May 31, 2024 with equity contribution of
    25% (26,131 equity shares of '' 1,000 each) for setting up
    of Defence Testing Infrastructure under communication
    domain with government financial assistance in the state
    of Uttar Pradesh;

    3. Advanced Materials (Defence) Testing Foundation has been
    incorporated on June 4, 2024 with equity contribution of
    20% (27,320 equity shares of '' 1,000 each) for setting
    up of Defence Testing Infrastructure for Mechanical and
    Material Testing with government financial assistance in
    the state of Uttar Pradesh;

    4. UAS Testing Foundation has been incorporated on June
    21, 2024 with equity contribution of 33.33% (50,000
    equity shares of '' 1,000 each) for setting up of Defence
    Testing Infrastructure for Unmanned Aerial System (UAS)
    with government financial assistance in the state of Uttar
    Pradesh; and

    5. System Testing and Research for Advanced Materials
    Foundation has been incorporated on September 18,
    2024 with equity contribution of 20% (20,000 equity
    shares of '' 100 each) for setting up of Defence Testing
    Infrastructure for Mechanical & Material Testing with
    government financial assistance in the state of Tamil Nadu.

    Due to non-performance of Infotech HAL Ltd, a JVC, an
    application for its voluntary winding up had been submitted
    to NCLT on March 19, 2024. Winding-up Order from NCLT is
    awaited.

    Pursuant to the provisions of Section 134(3)(q) of the Companies
    Act read with Rule 8(1) of the Companies (Accounts) Rules,
    2014, a Report on the performance and financial position of
    each of the JVCs and Subsidiary Companies is attached to this
    Report as
    Annexure-II.

    SIGNIFICANT ACHIEVEMENTS

    Significant achievements of the Company during the year are
    as follows:

    ? 1st Defence PSU to achieve the prestigious Maharatna

    status on October 12, 2024.

    ? First AL-31FP Engine under 240 engines contract was
    handed over to Indian Air Force on September 30, 2024,
    ahead of schedule.

    ? Received Directorate General of Civil Aviation (DGCA)
    Certification for Upgraded Dhruv Civil ALH on November
    20, 2024.

    ? Delivered first Gas Generator (GG-01) module for
    CE-20, Cryogenic Engine from Integrated Cryogenic
    Manufacturing Facility (ICMF).

    ? Mistral-2 Missile Firing Trial conducted successfully on
    LCH Prachand, at the Integrated Test Range, Chandipur,
    Odisha, on December 2, 2024.

    ? Supplying of 12 types of riveted structures, four types of
    welded propellant tankages, and two types of feedlines,
    four fully integrated L-40 liquid boosters, to ISRO for its
    GSLV-F15 NVS-02 Mission.

    ? Received Certification from Centre for Military

    Airworthiness and Certification (CEMILAC) for
    HTT-40 Trainer Aircraft in presence of Hon''ble Raksha
    Rajya Mantri, during Aero India-2025.

    CURRENT PROJECTS AND PROGRAMS

    During the year, the Company has produced the Light Combat
    Aircraft (LCA) Tejas Mk1A & Mk1 Aircraft, Do-228 Aircraft,
    Advanced Light Helicopter (ALH) Dhruv, Light Utility Helicopter
    (LUH), engines, accessories and aerospace structures against
    various customer orders.

    To ensure timely delivery to customers, production capacity is
    being ramped up in a phased manner for the major Projects
    namely, manufacturing of LCA at Bangalore and Nasik plants,
    manufacturing of LCH at Tumakuru plant, manufacturing
    & ROH of AL-31FP engines and manufacturing of ALH at
    Bangalore.

    DESIGN AND DEVELOPMENT PROGRAMS

    To meet the future requirements of Indian defence forces and
    non-military aerospace market in India, the Company continued
    to boost the Atmanirbhar Bharat Abhiyan of Govt. of India
    with its focused efforts towards design & development of
    products and acquiring technologies & capabilities.

    The Company has made considerable progress towards the
    realization of indigenous programmes viz. Basic Trainer Aircraft
    (HTT-40), Light Combat Aircraft (LCA) MK1A, Light Utility
    Helicopter (LUH), Indian Multi-Role Helicopter (IMRH) and
    development of engines. The progress achieved in respect of
    these Projects during the year is as under:

    BASIC TRAINER AIRCRAFT (HTT-40)

    HTT-40 is the Basic Trainer aircraft indigenously designed and
    developed by HAL. HTT-40 would be used for basic flight

    training, aerobatics, instrument flying and close-formation
    flights whereas its secondary roles would include navigation
    and night flying. Two flying prototypes and one Structural Test
    Specimen (STS) have been built.

    The Company has received the Certification from CEMILAC in
    February, 2025. Two production lines have been established
    at Aircraft Division, Bangalore and Aircraft Manufacturing
    Division, Nasik, delivery planned to commence from FY 2025¬
    26 onwards.

    LIGHT COMBAT AIRCRAFT (LCA) Mk 1A

    LCA Mk1A is an advanced variant of indigenously developed
    LCA Mk1 equipped with Active Electronically Scanned Array
    (AESA) Radar, unified Electronic Warfare (EW) suite, Mission
    Computer (MC), Digital Map Generator (DMG), Smart
    Multi-function Display (SMFD), Software Defined Radio (SDR),
    Combined Interrogator and Transponder (CIT), Advanced Radio
    Altimeter and capable to fire ASTRA and ASRAAM missiles.

    The design and development activities for LCA Mk1A systems
    were undertaken and design validation trials on LCA Mk1A
    are in the advanced stages for achieving Type Certification.
    Concurrently, series production activities are also being
    progressed to facilitate delivery of aircraft from FY 2025-26
    onwards.

    LIGHT UTILITY HELICOPTER (LUH)

    LUH is a new generation helicopter in the 3-Ton class
    incorporating the state-of-the-art technology features like
    Glass Cockpit with Multi-Function Displays (MFD) and powered
    by single Turbo Shaft engine with sufficient power margin
    to cater to demanding high altitude missions. Three flying
    prototypes have been built and were extensively flight tested.

    INDIAN MULTI ROLE HELICOPTER (IMRH) AND DECK
    BASED MULTI ROLE HELICOPTER (DBMRH)

    The Company has undertaken design and development of
    IMRH, a Medium Lift Helicopter of 13-ton class primarily for
    high altitude troop and cargo transport. The sea variant of
    IMRH is named as Deck Based Multi Role Helicopter (DBMRH).

    IMRH and DBMRH are being designed to meet the requirement
    of all the three military services. Its future extension roles
    like, off shore operations, utility, VVIP transport will help the
    Company to diversify into Civil market.

    The preliminary design studies of IMRH has been completed.
    The Company is progressing with the D&D activities as a Lead
    agency by adapting the following strategy for development:

    ? Design, development and production of Airframe,
    Mechanical Systems, Electrical & Avionics, Automatic
    Flight Control System, Mission System and Weapons
    Integration through Indian Private Sector.

    ? Design, development and supply of Rotor & Transmission
    system for IMRH & DBMRH through global OEMs.

    ? Design, development and production of Engines for
    IMRH/DBMRH through a Joint venture Company SAFHAL
    Helicopter Engines Pvt Ltd.

    SU-30 MKI INDIGENOUS UPGRADE

    To enhance the operational capabilities of IAF, as Lead
    System Integrator, the Company has undertaken design and
    development for indigenous upgrade of Su-30MKI.

    The Aircraft upgrade involves revamp of avionic architecture
    with integration of Indigenous systems like Mission Computer,
    Improved Sensors viz. AESA Radar, Electro Optic / Infra-Red (EO/
    IR), Improved EW suite, Indigenous weapon control systems
    and weapons, Higher Size displays, Sensor fusion, Net Centric
    warfare capability and other associated indigenous avionic
    systems.

    UTILITY HELICOPTER-MARITIME (UH-M)

    To enable stowage in Indian Navy ships, Utility Helicopter -
    Maritime (UH-M), a 5.7 tonne dedicated Helicopter is being
    developed for deck-based operations with all four Main Rotor
    Blades foldable, for reducing its size.

    Design and Development activities are progressing with internal
    funding. Preliminary Design Review (PDR) has been completed
    and further design review of major systems like Traversing
    system and other LRUs is progressing. Flight tests on UH-M
    Prototypes are planned in FY 2025-26.

    25 kN TURBOFAN ENGINE (HTFE-25)

    The Company has undertaken Design and development of a
    25kN thrust class turbofan engine, which can be used on Basic/
    Advanced military trainers, on small business jets and also large
    UAV applications. The engine can be used on a 5-ton weight
    class aircraft in single engine configuration and on aircraft of
    up to nine- ton weight class with twin-engine configuration.
    Two core engines and one full engine have been built and
    tested. Core engine tested for light up, acceleration and speeds
    up to 99.5%. Further trials are under progress.

    1200 kW TURBOSHAFT ENGINE (HTSE-1200)

    Design and development of a 1200 kW Turbo shaft engine
    is being undertaken for 3 to 6-ton category helicopters. Two
    prototype engines (Jet mode engine & Power mode engine)
    have been built. Components like radial straightener, diffuser,
    and rear bearing support have been 3-D printed and evaluated
    in the Jet mode version engine. Power mode engine run up
    to a power level of 600 kW. Further trials are under progress.

    RESEARCH AND DEVELOPMENT ACHIEVEMENTS

    During the year, the Company has incurred a total R&D
    expenditure of
    ''2,48,233 Lakh, which is 8.25 % of the

    Turnover. The Company has transferred a sum of '' 92,176
    Lakh (15% of Operating PAT) to R&D reserve for contribution
    to R&D corpus.

    The significant R&D achievements are as under:

    ? To enhance departure characteristics and spin resistance
    across the flight envelope, Hindustan Jet Trainer (HJT-36),
    HAL''s flagship jet trainer aircraft, has been renamed as
    ''Yashas'' following extensive modifications.

    ? First flight of indigenous Automatic Flight Control System
    (AFCS) for LUH, carried out on August 30, 2024 and further
    evaluation trials towards certification are progressing.

    ? Site Acceptance Test (SAT) of the first Jaguar DARIN III
    Fixed Base Full Motion Simulator (FBFMS) completed.

    ? HAL has been identified as the Centre of Excellence for
    Design, Development and Upgrade of flight simulators for
    both fixed wing and rotary wing platforms.

    ? HAL has received export orders from M/s Lockheed Martin,
    USA for design, development and Supply of SIL units of
    CIT for Indian Navy''s MH60R program.

    ? HAL is developing AESA radar for UH-M platform in design
    consultancy with LRDE, DRDO.

    ? HAL developed Full Authority Digital Engine Control
    (FADEC) has been cleared for flight test.

    ? HAL has completed development of Software Defined
    Radio (SDR), latest development in aviation communication.

    ? Combat Air Teaming Systems (CATS) was displayed in
    Aero India 2025.

    ? HAL obtained ITSO certification from DGCA for VHF Radio
    used for Voice communication in ATC frequency band.

    ? Flight trials of indigenously designed & developed Nose
    Landing Gear Actuator completed successfully on Do-228,
    on January 10, 2025.

    ? First run of improved PTAE-7 engines in TWIN engine
    configuration for CATS-W application completed on
    November 21, 2024.

    ? Design & Development of Mission Management System
    for DO-228 aircraft completed.

    ? Release trials of RudraM-III weapon from modified
    Su-30MKI aircraft successfully carried out.

    During the year, the Company has filed 208 IPR applications,
    out of which, 94 IPRs have been granted.

    Further, out of total number of 2620 IPRs filed by the Company,
    1127 IPRs have been granted so far (Patents - 371, Industrial
    Designs - 171, Copyrights - 583, Trademark - 2).

    New Initiatives:

    During the year, the Company has entered into following major
    strategic partnerships and collaborations:

    ? Manufacturing of GE-414 aero-engines for LCA Mk2
    Aircraft in India through ToT with General Electric (GE),
    USA.

    ? Airframer contract with SAFHAL Helicopters Engines
    Pvt. Ltd. (a JVC with Safran Helicopter Engines, France)
    for design, development, manufacture and support of
    Engines for IMRH and DBMRH.

    ? Contract with Safran Aircraft Engines (SAE), for export of
    ring forgings for LEAP engines.

    ? Establishing up to 6 yearly C Checks facility for A-320 family
    of aircraft at Nasik in collaboration with M/s Airbus, France.
    It is intended to establish an integrated MRO hub in India
    for providing one stop MRO solutions to commercial
    airlines.

    During the year, the Company has taken many R&D initiatives
    for providing customised and superior technology solutions
    through indigenous Design & Development for both Fixed and
    Rotary Wing platforms. Some development initiatives are as
    under:

    ? Level D Full Flight Simulator (FFS) for Civil Hindustan-228
    aircraft for Pilots training.

    ? Directional Infra-Red Counter-Measure (DIRCM) for LCH.

    ? Smart Multi-Function Display (SMFD), Software for Mission
    Computer (MC), Head Up Display & Up-Front Control
    Panel and Control Display Unit for Su-30 MKI indigenous
    upgrade.

    ? Environment Control & Fuel Monitoring system- Electronic
    Unit (ECFM-EU), Radio Altimeter (RAM), VHF Omni¬
    Range / Instrument Landing System (VOR/ILS), Tactical Air
    Navigation (TACAN) for LCA Mk2.

    The Company is leveraging Artificial Intelligence (AI) in various
    aspects of defense systems development for reducing Pilot
    Workload, enhancing Situation Awareness, Safety & Fleet
    availability for Fixed Wing and Rotary Wing platforms.

    The Company has also taken initiatives in Industry 4.0 & Quality
    4.0 in selected areas.

    BOARD AND ITS COMMITTEE MEETINGS

    During the year, 13 (Thirteen) Board Meetings were held and
    the maximum interval between any two meetings was not
    more than 120 days.

    The details of meetings of the Board and Committees thereof
    held during the year are furnished in the Corporate Governance
    Report, which forms part of this Report.

    COMMITTEES OF THE BOARD

    As on March 31,2025, the Board has five Statutory Committees
    namely Audit Committee, Nomination & Remuneration
    Committee, Corporate Social Responsibility & Sustainable
    Development Committee, Stakeholders Relationship
    Committee and Risk Management Committee. However,
    due to non-appointment of requisite number of Independent
    Directors, Audit Committee and Nomination & Remuneration
    Committee were not in valid constitution.

    A detailed note on the composition, terms of reference and
    meetings of the Board and its Committees is provided in the
    Corporate Governance Report.

    CHANGES IN BOARD OF DIRECTORS AND KEY
    MANAGERIAL PERSONNEL

    During the year, following changes took place in the Board of
    Directors and Key Managerial Personnel (KMP) of the Company:

    Appointment

    ? Dr. D K Sunil, Director (Engineering and R&D) was
    appointed as Chairman and Managing Director (CMD)
    w.e.f. September 09, 2024.

    ? Shri Shalabh Tyagi, Joint Secretary (P&C), DDP, MoD
    was appointed as Government Nominee Director w.e.f.
    September 10, 2024.

    ? Dr. Rajalakshmi Menon, DS&DG, DRDO was appointed
    as Government Nominee Director w.e.f. September 13,
    2024.

    ? Shri Barenya Senapati, Executive Director (Finance) was
    appointed as Director (Finance) w.e.f. October 22, 2024
    and as CFO w.e.f. November 14, 2024.

    ? Shri Ravi K, Executive Director (Corporate Planning) was
    appointed as Director (Operations) w.e.f. November 26,
    2024.

    Cessation

    ? Shri C B Ananthakrishnan ceased as Director (Finance) &
    CFO due to superannuation on August 31, 2024.

    ? Shri Jayadeva E P ceased as Director (Operations) due to
    superannuation on August 31, 2024.

    ? Shri T Natarajan ceased as Government Nominee Director
    due to withdrawal of Nomination w.e.f. September 10,
    2024.

    ? Shri M Z Siddique ceased as Government Nominee Director
    due to withdrawal of Nomination w.e.f. September 13,
    2024.

    ? Dr. Divya Gupta ceased as Independent Director on
    completion of her tenure w.e.f. December 27, 2024.

    ? Shri Atasi Baran Pradhan ceased as Director (HR) due to
    superannuation on February 28, 2025.

    DECLARATION OF INDEPENDENCE

    Declarations from Independent Directors of the Company
    have been received, confirming that the Independent Director
    met the criteria of independence as prescribed under Section
    149(6) of the Companies Act and Regulation 25(8) of the SEBI
    (LODR) Regulations.

    COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND
    REMUNERATION

    The appointment, tenure and remuneration of Functional
    Directors including Chairman and Managing Director (CMD)
    are determined by the Government of India. The Terms
    & Conditions of appointment, including the period of
    appointment, the Scale of Pay and other entitlements are
    notified by the Government of India.

    Government Nominee Directors are appointed by the
    Department of Defence Production, Ministry of Defence and
    they are not entitled to any remuneration / sitting fees.

    Independent Directors are appointed by the Government of
    India and they are entitled to sitting fees for attending the
    Board / Committee meetings as prescribed by the Board in line
    with the Companies Act and Rules made thereunder.

    As per Gazette Notification No GSR 463 (E) dated June 5, 2015
    of the Ministry of Corporate Affairs (MCA), the Company,
    being a Government Company, is not required to frame a
    Policy on Directors'' appointment and remuneration, including
    criteria for determining qualifications etc. under Section 134(3)
    (e) of the Companies Act.

    BOARD EVALUATION

    Pursuant to the Gazette Notification No GSR 463 (E) dated
    June 5, 2015 of the MCA, formal annual evaluation by the
    Board of its own performance, its Committees and individual
    directors, are exempted for the Company.

    However, the performance of the Functional Directors is
    evaluated by the Independent Directors in their meeting. The
    performance evaluation of Independent Directors is carried out
    by the Board without the presence of Independent Directors.

    ANNUAL RETURN

    In accordance with the provisions of the Companies Act,
    Annual Return in the prescribed format has been hosted on
    website of the Company at
    https://hal-india.co.in/backend/wp-
    content/uploads/2025/07/Draft-MGT-7.pdf

    COMPLIANCE WITH SECRETARIAL STANDARDS

    The Company complies with all applicable mandatory
    Secretarial Standards issued by the Institute of Company
    Secretaries of India.

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

    Your Company being a defence Central Public Sector
    Enterprise (CPSE), the disclosure of information with respect
    to conservation of energy, technology absorption, foreign
    exchange earnings and outgo under the provisions of Section
    134(3)(m) read with Rule 8(3) of the Companies (Accounts)
    Rules, 2014, is exempted vide Notification GSR No.680 (E)
    dated September 4, 2015.

    CORPORATE SOCIAL RESPONSIBILITY (CSR)

    Pursuant to the provisions of Section 135 of the Companies
    Act, Companies (Corporate Social Responsibility Policy) Rules,
    2014 & Amendment thereof and DPE Guidelines, the Company
    has undertaken various activities during the year as per its CSR
    Policy. The projects / programmes / activities taken up are in
    line with Schedule VII of the Companies Act. The thrust areas
    under CSR are Health care, Education, Skill Development,
    Rural Development, Women Empowerment, Promotion of
    Sports, etc. The other areas in which support extended were
    contribution of vehicles and Assistive Devices to Divyangjans,
    Organizing camps for early detection of Cancer among
    Women, addressing Malnutrition and Stunting amongst
    Children, provisioning of portable hand held X-Ray Machines
    for screening of patients under National TB Elimination
    Programme (NTEP), Setting up of Green Gyms, Sanitation etc.
    The Company has spent an amount of
    '' 16,711 Lakh under
    CSR for the Financial Year 2024-25 against the CSR budget/
    obligation of
    '' 14,411 Lakh.

    The Corporate Social Responsibility Policy, Composition of the
    Committee and CSR Projects/ Activities of the Company is
    available on the Company''s website at
    https://hal-india.co.in/
    investors/corporate-social-responsibility-2. Salient features of
    the Policy form part of the Annual Report.

    Annual Report on CSR activities undertaken by the Company
    during the year, pursuant to Section 135 of the Companies
    Act read with Companies (Corporate Social Responsibility
    Policy) Rules, 2014, as amended, is attached to this Report as
    Annexure-III.

    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

    In terms of Regulation 34(2)(f) of SEBI (LODR) Regulations,
    the Company has prepared Business Responsibility and
    Sustainability Report (BRSR) on Environment, Social and
    Governance (ESG) parameters in the prescribed format for
    the year 2024-25 and attached to this Report, along with
    reasonable assessment or assurance Report of BRSR Core,
    received from Independent Assessment or Assurance Provider.

    DEVELOPMENT AND IMPLEMENTATION OF RISK
    MANAGEMENT POLICY

    The Company has a Board approved Risk Management Policy,
    in place. The Policy aims at elimination or reduction of risk
    exposures through identification and analysis of various types
    of risks and facilitating timely action for taking risk mitigation
    measures.

    In line with Regulation 21 of the SEBI (LODR), Regulations,
    the Board of Directors had constituted the Risk Management
    Committee for monitoring and reviewing of the risk
    management plan and such other functions as it may deem
    fit, including Financial, Operational, ESG, Cyber Security and
    Business Continuity Plan, etc.

    SIGNIFICANT AND MATERIAL ORDERS

    During the year, no significant and material orders were passed
    by the Regulators or Courts or Tribunals which impact the
    going concern status and operation of the Company in future.

    PUBLIC DEPOSITS

    Your Company has not accepted any deposit during the year.
    Further, there was no outstanding deposit and/or unpaid or
    unclaimed principal amount or interest against any deposit
    either at the beginning or at the end of the year 2024-25.

    ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

    During the year, the Company has not issued any equity shares
    with differential rights as to dividend, voting or otherwise.

    MATERIAL CHANGES SUBSEQUENT TO THE DATE OF
    FINANCIAL STATEMENTS

    No material change / commitment of the Company has
    occurred after the end of the year 2024-25 and till the date of
    this report, which affect the financial position of the Company.

    PARTICULARS OF EMPLOYEES AND RELATED
    DISCLOSURES

    Pursuant to Gazette Notification No. G.S.R. 463 (E) dated
    June 5, 2015 issued by the MCA, disclosure of particulars
    of employees drawing remuneration in excess of the limits
    specified under provisions of Section 197 of the Companies Act
    and the relevant Rules thereof, are exempted for the Company.

    MOU WITH GOVERNMENT

    Your Company has signed Memorandum of Understanding
    (MoU) with the Ministry of Defence (MoD), Government of
    India (GoI) for the year 2024-25, the performance rating of
    which is awaited.

    However, your Company has achieved Excellent performance
    rating with a score of 92.50 for the year 2023-24.

    INDIGENISATION AND ATMANIRBHAR BHARAT

    Concerted efforts are undertaken by the Company to enhance
    self-reliance, boost innovation, improve national security and
    economic growth. Towards this, some of the key initiatives
    taken by the Company are as under:

    ? Complex Aircraft systems, LRUs & other critical items are
    identified for indigenisation under Positive Indigenisation
    Lists (PILs).

    ? Creation of a dedicated indigenisation fund by transfer of
    3% Operating Profit after Tax of the Company, to offer
    further impetus towards indigenisation.

    ? A total of 3,215 items (including 51 PILs items) have been
    indigenised, resulting into anticipated annual Foreign
    Exchange saving of around '' 25,800 Lakh.

    ? NIL value PSO (Project Sanction Orders) for 60 items are
    released to Indian Industry Partners there by taking this
    number to a total of around 660 items for indigenisation
    under Make-II.

    ? During the year, approx. 2,000 items are uploaded on
    Srijan Portal (an Indigenisation portal) for inviting Indian
    Industry Partners to participate in the indigenisation
    programs of the Company. This number stand at around
    27,000 in total.

    ? Taking forward the vision of Atmanirbharta and to sensitize
    Indian Industry Partners for opportunities available for
    indigenisation and their enhanced participation in the
    Company''s indigenisation programs, 34 various vendor
    development programs/ seminars/ webinars/ conclaves/
    exhibitions covering wide spectrum of vendors across the
    Country were conducted/ participated by the Company.

    EXPORTS

    During the year, the Company has achieved approx. 29%
    higher exports in comparison to previous Financial Year. To
    boost export, following initiatives have been taken by the
    Company:

    ? The Company participated in leading international Air &
    Defence Shows including Defence Services Asia (DSA)-
    2024 (Malaysia), Farnborough International Air Show
    (FIA)-2024 (UK), Egypt International Air Show (EIAS)-
    2024, Selangor Aviation Show (SAS)-2024 (Malaysia),
    Africa Aerospace & Defence (AAD)-2024 (South Africa),
    Asian Defense and Security (ADAS)-2024 (Philippines),
    Vietnam International Defence Expo (VIDEX)-2024. Flying
    & Static display of Do-228 and ALH were undertaken
    during Selangor Aviation Show (SAS)-2024 (Malaysia) and
    Egypt International Air Show (EIAS)-2024 respectively.

    ? Customer Demonstration Flights (CDFs) on HAL''s
    platforms and visits to HAL facilities were extended to the
    prospective overseas customers during Aero India 2025.

    ? Imparting trainings to Guyana Defence Forces requisite for
    operating HAL supplied Hindustan-228 aircrafts.

    ? Successfully completed major overhaul of one ALH
    helicopter of Mauritius Police Force.

    ? HAL''s exportable products have been enlisted on the Aero
    Expo portal—a virtual international exhibition platform of
    aviation sector.

    VENDOR DEVELOPMENT

    During the year, the Company has taken several vendor
    development initiatives to increase the number of vendors.

    The Company has conducted 46 Vendor Development
    Programmes, of which 08 were for Micro & Small
    Enterprises (MSEs) owned by SC/ST Entrepreneurs & Women
    Entrepreneurs, 03 was meant exclusively for MSEs owned
    by SC/ST Entrepreneurs, 04 was meant exclusively for MSEs
    owned by Women Entrepreneurs while the balance 31 were
    for across all categories.

    The Company has registered with RXIL, Mynd Solution and also
    A TReDS Ltd. for enabling payments through TReDS platform
    to MSMEs. A total of 83 Invoices worth of
    '' 5,400 Lakh were
    uploaded and discounted on TReDS platforms.

    The Company has registered with MSME SAMBANDH portal
    and the procurement details are being updated monthly
    in this Portal. The Company has also registered with MSME
    SAMADHAAN and CHAMPION portal and the same is being
    monitored regularly for resolution of payment or procedural
    complaints of MSEs, if any.

    The Company has implemented companywide e-Procurement
    system through its own e-Procurement portal which is adopted
    for tenders issued outside GeM portal. A 24X7 e-Procurement
    help desk has been established to provide information, support,
    training, operational issues/clarifications to the vendors.

    To encourage ''Make in India'' and promote manufacturing
    and production of goods & services in India, the Company
    has implemented the Public Procurement (Preference to Make
    in India), Order 2017, and its amendments thereof, issued
    by Department for Promotion of Industry and Internal Trade
    (DPIIT).

    PROCUREMENT THROUGH GeM PORTAL

    The Company has implemented companywide procurement
    through GeM portal. All efforts are continuously being made
    to persuade the potential domestic suppliers (covering area of
    Goods, Services and Outsourcing) to on-board them on the
    GeM Portal.

    During the year, more than 14,278 orders were placed through
    GeM portal amounting to
    '' 3,86,900 Lakh.

    PROCUREMENT FROM MICRO & SMALL ENTERPRISES
    (MSEs)

    The Company has implemented the Public Procurement
    Policy for Micro and Small Enterprises (MSEs) Order, 2012 &
    its amendments issued by Ministry of MSME vide order No.
    21(22)-2018-MA dated November 9, 2018. The Company has
    achieved 53% of procurement from MSEs in the year 2024-25,
    which is more than the mandated procurement of 25% from
    MSE entrepreneurs (excluding specific defence procurement as
    per Sl.No.14 of the policy).

    During the year, the total value of procurement (including
    outsourcing) made from MSEs was
    '' 2,59,300 Lakh.

    The Company has made payment to all its MSE vendors within
    the specified time in compliance with Micro, Small and Medium
    Enterprises Development (MSMED) Act, 2006.

    INTEGRITY PACT (IP)

    Your Company has system of signing of Integrity Pact (IP)
    with vendors for all procurement of Goods, Services & Works
    / contracts having value of
    '' 5 Crore and above. Only those
    vendors/ bidders, who commit themselves to IP with the
    Company would be considered competent to participate in
    the bidding process. Further, to encourage competition in
    procurement and to reduce processing lead time, the Company
    has implemented the Omnibus Integrity Pact with effect from
    January 1, 2018. This Omnibus IP shall be valid upto 5 years
    and the same can be proposed by bidder for consideration
    against any offers submitted by the vendor during the validity
    period of Omnibus IP.

    HUMAN RESOURCE DEVELOPMENT

    The strength of employees as on March 31, 2025 stood at
    23,999.

    As on March 31, 2025, a total of 4,019 Apprenticeship were
    engaged in the Company in various Trades, which forms
    11.56% of the total manpower strength including contractual
    staff.

    EMPLOYEE WELFARE

    The Company continues to provide a wide range of welfare
    measures for employees and their families, including
    comprehensive Medical Facilities, Housing Facilities, Educational
    Facilities for employees'' children and Sports Facilities, among
    others. Further, various initiatives are also being taken to
    support employee well-being and overall development. In line
    with this, the Company has introduced HAL Sabbatical Scheme
    for employees enabling them to take leave for self-renewal,
    skill development, or personal pursuits, offering flexibility to
    address social obligations, family support needs, or wellness
    journeys.

    In furtherance of its employee-centric approach, the Company continues to provide financial security through the Group Life
    Insurance Policy of
    '' 10 Lakh for all employees. Additionally, the Financial Assistance Scheme offers monthly monetary support
    ranging from
    '' 15,000/- p.m. to '' 50,000/- p.m., based on the Grade/Scale of the employee, to dependents of deceased
    employees, reaffirming the Company''s dedication to comprehensive employee welfare beyond the workplace.

    REPRESENTATION OF SC/STs RECRUITED / PROMOTED:

    Representation of SC/STs in the total strength of the Company as on March 31, 2025 is as under:

    Category (Grade / Scale of Pay)

    Total Strength

    as on

    Number of SCs as on

    Number of STs as on

    31.3.2024 31.3.2025

    31.3.2024

    31.3.2025

    31.3.2024

    31.3.2025

    Group - A (Grade - II & above)

    7,454

    7,265

    1,355

    1,329

    473

    465

    Group - B (Grade-I)

    12

    125

    2

    23

    1

    7

    Group - C (Scale-3 to Special Scale)

    16,299

    16,608

    2,920

    2,991

    1,315

    1,341

    Group - D (Scales - 1 & 2)

    (i) Excluding Safai Karmacharis

    1

    1

    -

    -

    -

    -

    (ii) Safai Karmacharis

    -

    -

    -

    -

    -

    -

    Total

    23,766

    23,999

    4,277

    4,343

    1,789

    1,813

    Recruitments made during the period April 1, 2024 to March 31, 2025 and the SC/STs amongst them.

    Category (Grade / Scale of Pay)

    Total
    number of

    No. of Reservations
    made for

    No. of Posts filled by
    appointment of

    Post filled

    SCs

    STs

    SCs

    STs

    Group - A (Grade - II & above)

    58

    8

    2

    8

    1

    Group - B (Grade-I)

    16

    1

    -

    1

    -

    Group - C (Scale-3 to Special Scale)

    1,057

    205

    95

    192

    72

    Group - D (Scales - 1 & 2)

    (i) Excluding Safai Karmacharis

    -

    -

    -

    -

    -

    (ii) Safai Karmacharis

    -

    -

    -

    -

    -

    Total

    1,131

    214

    97

    201

    73

    Vacancy based Promotions made during the period April 1, 2024 to March 31, 2025 and the SC/STs amongst them.

    Category (Grade / Scale of Pay) Total

    number

    No. of Reservations
    made for

    No. of Posts filled by
    Promotion of

    Promoted

    SCs

    STs

    SCs

    STs

    Group - A (Grade - II & above) 1,174

    NA

    NA

    192

    76

    Group - B (Grade-I) 105

    14

    7

    14

    7

    Group - C (Scale-3 to Special Scale) -

    -

    -

    -

    Group - D (Scales - 1 & 2)

    (i) Excluding Safai Karmacharis -

    -

    -

    -

    -

    (ii) Safai Karmacharis -

    -

    -

    -

    -

    Total 1,279

    14

    7

    206

    83

    EMPLOYEE RELATIONS (ER) / INDUSTRIAL RELATIONS (IR)

    The Employee Relations / Industrial Relations Scenario remained peaceful & cordial during the year. Effective communication
    between the Management and the Trade Unions / Associations paved way for maintenance of industrial harmony and to eliminate
    any scope of conflicts & misunderstandings. Meetings with the representatives of the Recognized Unions / Officers Associations at
    the Divisional, Complex & Corporate Levels were held periodically to discuss various issues and its resolutions.

    Plant Level, Shop Level and various bi-partite Committees with
    representatives from the Management / Union are functioning
    in the Divisions to discuss & resolve production related &
    other matters. In order to address Employee Grievance /
    Representations, Grievance Redressal Mechanisms are also in
    place in the Company. Employee Grievance Redressal Portal
    has been launched during the year for employees to submit
    their Grievances online.

    WOMEN EMPOWERMENT

    Women Empowerment & Leadership Programs are being
    conducted by the Company. The main objective of the
    programs is to enhance self-awareness & self-management,
    enhance competencies to drive business results, enhance ability
    to influence & harness the power of effective networking and
    to build essential leadership competencies. At present, around
    82 Women Employees hold Senior Management posts i.e.,
    above Grade VII.

    HAL is a Corporate Life Member of Women in Public Sector
    (WIPS) Forum. Women employees are encouraged to
    participate in programmes / activities of WIPS Forum. The
    Company has been conferred with Second Place for Best
    Enterprise Award, under Maharatna Category during the 35th
    National Meet of WIPS Forum held on February 17-18, 2025 at
    Vigyan Bhawan, New Delhi.

    Ladies Clubs / Families Welfare Associations are also functioning
    at different locations to take up various philanthropic / socio¬
    cultural activities. Women''s Day is celebrated on 8th March
    every year.

    PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT
    WORKPLACE

    The Sexual Harassment of Women at Workplace (Prevention,
    Prohibition and Redressal) Act, 2013 has been notified in the
    Company. In line with the Guidelines received from time to
    time, necessary actions have been taken to prevent Sexual
    Harassment of Women at Workplace. The HAL CDA Rules
    applicable to Officers and the Certified Standing Orders
    applicable to Workmen have the required provisions in this
    regard.

    Internal Complaints Committees as per Section 4 of the Act
    have been constituted. Information for the year 2024-25 in
    terms of Section 22 of the Act and Schedule V of SEBI (LODR)
    Regulation 2015, is as indicated below:

    (i)

    Number of Cases pending as on :
    01.04.2024

    Nil

    (ii)

    Number of Complaints of Sexual :

    5

    Harassment received in the

    Financial Year 2024-25

    (iii)

    Number of Complaints disposed of
    during the Financial Year 2024-25

    : 3

    (iv)

    Number of Cases pending as on

    : 2

    31.03.2025 & its status

    [Inquiry

    completed &

    Report awaited]

    Awareness Programme on Sexual Harassment were also
    conducted at Divisions / Offices during the year.

    RAJBHASHA IMPLEMENTATION

    The Company is constantly taking efforts to implement
    Official Language in all the Divisions/ Offices effectively as
    per directives issued by Dept. of Official Language, Ministry
    of Home Affairs and Dept. of Defence Production, Ministry of
    Defence. The inspection reports pertaining to Parliamentary
    Committee inspections and compliance reports related to the
    assurances given to the Committees are being forwarded to
    the concerned Authorities/ Offices in time after reviewing the
    report at the Corporate Office level.

    The meetings of Official Language Implementation Committee
    in all the Divisions including Corporate Office are being
    conducted regularly. Guidelines issued by the Dept. of Official
    Language, Ministry of Home Affairs, New Delhi are being
    circulated to all the Divisions/ Offices, to make aware of latest
    orders pertaining to implementation of Official Language. The
    periodical reports are also being sent online as per directives
    issued by the Department of Official Language, Ministry of
    Home Affairs, New Delhi.

    Hindi Incentive Scheme has been implemented effectively in
    the Company. Further, In-House Hindi Magazines are being
    published by the Divisions/ Offices to motivate the employees.
    In accordance with the Official Language guidelines, Hindi
    workshops and seminars are also being conducted on various
    topics from time to time by the Company, so that Employees
    could do their routine work in Hindi as far as possible.

    The Inspection meetings were successfully done by Committee
    of Parliament on Official Language at various Divisions of the
    Company such as Kanpur Division, ACD, Aircraft Division and
    Liaison Office, New Delhi.

    During the year, Company has organized two days National
    Seminar on Technical Terminology in Indian Languages in
    coordination with CSTT, New Delhi under the aegis of Town
    Official Language Implementation Committee, (Undertakings),
    Bangalore and two half-yearly meetings of Town Official
    Language Implementation Committee, (Undertakings),
    Bangalore has also been organized under the Chairmanship
    of HAL. Further, the Company has conducted 5 days Technical
    Translation Training Programme exclusively for the Official
    Language professional of the Company by Central Translation

    Bureau, New Delhi. Akhil Bharatiya Kavi Sammelan was also
    organized to popularize Hindi in ''C'' region.

    INFORMATION TECHNOLOGY (IT) INITIATIVES

    During the year, your Company has taken many IT initiatives
    towards adopting the latest technology, increasing customer
    satisfaction, implementing paperless processes and improving
    Cyber security. Some of the major IT initiatives and achievements
    of the Company during the year are:

    ? Project Parivartan - upgrade of ERP system: Project
    Parivartan was conceptualised for upgradation of existing
    IFS to the higher version (IFS Apps 10) and deployment
    in a centralised new generation hardware with built-in
    redundancy and establishment of disaster recovery site at
    Bangalore. Initial phases of the project such as Business
    process as-is study, To-be process finalisation, Project
    Office & Hardware setup and Process demonstrations have
    been completed. Development of customisations, reports
    and dashboards are in progress.

    ? Integrated Communication System for LAN &
    internet:
    To take forward the digital transformation,
    an integrated system has been evolved where critical
    information will be made available to top executives in a
    secured manner on demand at faster pace.

    ? Infrastructure Modernisation: IT infrastructure in the
    Company have been modernised by replacing obsolete
    desktop machines and undertaking 3486 MS Office
    Licenses.

    ? Implementation of Maya OS & Chakravyuh server:

    Maya OS is a hardened Linux OS developed by CIRA
    (Cyber Information Research Agency) with several
    advanced security implementations in place which reduces
    the probability of impact during any security breach.
    As per recommendation of CIRA, Maya OS has been
    deployed in 700 internet facing machines. For windows
    based machines, log collector has been installed in 1216
    machines, which helps to monitor the security aspects
    centrally by CIRA.

    ? Implementation of e-Office: With a view to achieve
    paperless office and enabling document movement in
    digital form across organisation, e-Office system has been
    implemented.

    AWARDS & RECOGNITIONS

    During the year, your Company has received various Awards
    and Recognitions. Some of the important accolades conferred
    to the Company are as under:

    ? Outstanding PSU of the year awarded at All India
    Management Association (AIMA) Managing award
    ceremony on April 23, 2024 at New Delhi.

    ? First prize in the 33rd National Award for Innovative
    Training & Skill Development Practices from Indian
    Society for Training & Development (ISTD) on April 10,

    2024 at New Delhi.

    ? First prize in the Swacchta Pakhwada Award - 2023
    organized by DDP, MoD during December, 2023, which
    was announced on June 18, 2024.

    ? Gold award at the ET Government PSU Leadership
    & Excellence Awards 2024 in the category of ''Skill
    Development & Capacity Building'' during the 5th National
    PSU Summit held at New Delhi on June 21, 2024 for its
    outstanding initiatives towards Critical Skill Transfer (CST).

    ? Rajbhasha Kirti Puraskar First prize for the year 2023-24
    among the Public Sector Undertakings category of Region
    ''C'' for excellence in implementation of Official Language
    during the Hindi Day and 4th All India Official Language
    Conference organized at New Delhi on September 14,
    2024.

    ? Dun & Bradstreet award for being India''s Top Value
    Creator 2024 - Defence during the Dun & Bradstreet- G7
    CR Technologies ''India''s Top 500 Value Creators'' summit
    held on November 29, 2024 in Mumbai.

    ? Platinum award for Operational Performance Excellence
    as well as Bronze award for Corporate Social Responsibility
    and Sustainability at 14th PSE Excellence award event
    held on December 12, 2024 in New Delhi.

    ? IEI Industry Excellence Award 2024 (Platinum Award)
    under Engineering Manufacturing and Processing
    Category for demonstrating Outstanding Performance
    with High Order of Business Excellence. The award was
    presented by The Institution of Engineers (India) (IEI) in an
    event held at Kolkata on December 19, 2024.

    ? Aerospace and Defence Awards 2025 under the
    category Outstanding Contribution in Aerospace
    Industry instituted by SAP Media Worldwide Ltd
    during the 10th Aerospace & Defence Awards ceremony
    held on February 09, 2025 at Bengaluru.

    ? Sunrise Sector Pioneer Award at Global Investors Meet

    2025 for leading Aerospace and Defence Innovation on
    February 13, 2025.

    ? Conferred with the certificate of appreciation for the
    successful indigenisation of VPX-135 Single Board
    Computer for Light Combat Aircraft in association with
    M/s Mistral Solution Pvt. Ltd, Bangalore during the
    indigenisation event Samarthya held during Aero
    India 2025, Bangalore in the presence of Hon''ble Raksha
    Mantri.

    VIGILANCE

    The Company has a well establishment and dedicated Vigilance
    Department headed by Chief Vigilance Officer (CVO). To
    uphold high ethical standards, transparency, accountability and
    responsibility in the workplace, the Company has implemented
    various initiatives. Towards this, vigilance officers are posted
    at various Divisions and Offices of the Company. Preventive
    vigilance has been the thrust area of the Vigilance Department
    during the current year.

    Some of the key activities that have been carried out by
    Vigilance Department during the year are as under:

    i. Preventive Vigilance: 191 complaints were handled, 341
    regular scrutiny/surprise checks and 06 CTE type intensive
    examinations were carried out across the Company. Four
    system studies were also carried out on various topics and
    system improvement suggestions were made.

    A total of 190 awareness sessions were conducted on
    various topics. Key note address by eminent speakers
    were organized to spread vigilance awareness among
    employees on various topics.

    ii. Vigilance Publications: Two in-house vigilance
    e-magazines were published, as under:

    ? Marg Darshan Vol.XXI Issue No.1, an annual
    magazine was released during Vigilance Awareness
    Week (VAW) 2024 on the theme Gender Dimension
    in Fighting Corruption.

    ? Vishleshan IV-A compendium of Vigilance

    Interventions - a preventive vigilance initiative
    wherein an attempt is made to bring out the deviations
    noticed by vigilance department in certain areas and
    system improvement suggestions implemented to
    improve the area.

    iii. System Improvement measures: Based on the

    recommendations of vigilance, several system

    improvements have been implemented by the
    management in the areas of HR, IMM, stores, works
    and finance etc. Some of major system improvement
    undertaken such as Sensitization of guidelines - provisions
    applicable to MSME; Online Employee grievance redressal
    system, Police Verification of Contractual Employees,
    Calculation of Liquidated Damages (LD) on account
    of delay in completion of works, Monitoring of Estate
    Management, Procurement on proprietary basis, R&D
    project and content management portal, Vigilance
    Guidelines for Recruitment Activities, Directive on use
    of Remote Access Software and Rate contract terms &
    conditions for procurement, supply of In-house pharmacy.

    iv. Vigilance Awareness Week: Vigilance Awareness
    Week was conducted throughout the organization from
    October 28, 2024 to November 03, 2024 on the theme
    Culture of Integrity for Nation''s Prosperity. In order to
    spread wider awareness and to promote transparency,
    accountability & integrity amongst employees, other
    stakeholders and school children, various activities and
    events were conducted.

    Further, three months'' campaign was also carried out
    from August 16, 2024 to November 15, 2024 in the areas
    of:

    ? Capacity Building programs,

    ? Identification and Implementation of Systemic
    Improvement measures,

    ? Updation of Circulars /Guidelines /Manuals

    ? Disposal of Complaints

    ? Dynamic Digital Presence

    v. Capacity Building Program for Vigilance Officers:

    26th annual conference of vigilance officers of the
    Company was conducted during October, 2024, as
    a part of capacity building measures, which provides
    a platform for vigilance professionals for knowledge
    sharing, adoption of transparent policies etc. Also training
    programs are conducted for officers and staff in premier
    training institutions of the Country.

    vi. Digital Initiatives: The R&D project & content
    management portal and Online Employee grievance
    redressal system in the Company was launched in
    December, 2024, as part of digital initiatives.

    QUALITY INITIATIVES AND FLIGHT SAFETY

    ? During the year, DGCA has granted fresh approval to
    various divisions of the Company for the following:

    a) CAR 21 - POA Production Organisation Approval
    granted to Engine Division, Bangalore.

    b) CAR 145 - MOA Maintenance Organisation
    Approval granted to Helicopter-MRO Division,
    Bangalore and Avionics Division, Korwa.

    ? During the year, various divisions of the Company
    have been awarded fresh approvals by the authority
    of the National Aerospace and Defence Contractors
    Accreditation Program (NADCAP) Management Council
    for special processes, which are as under:

    a) Hardening process & Tempering process at Accessories
    Division, Lucknow.

    b) Sulphuric Acid Anodising at Avionics Division,
    Hyderabad.

    c) Sulphuric Acid Anodizing & Magnesium Chromating
    at TAD-Kanpur.

    d) Chemical processes at Aircraft Division, Bangalore.

    ? As per Govt. of India initiative of 100 days 100 projects
    for Quality 4.0 in 2024, 10 Quality 4.0 projects were
    successfully completed on-time by the Company.

    ? Institute of Printed Circuit (IPC) training has been
    conducted by Institute of Printed Circuit India for HAL
    employees working in Electrical & Electronics field and
    certified 161 employees of the Company during the year.

    ? 263 Operators have been approved by DGAQA across
    HAL divisions for self-verification of inspection stages to
    empower the Operators for intermediate inspection stages
    and less complex inspection stages as per Guidelines on
    Operator Self-Verification Program (CQAG 9015).

    ? Conducted 18 training programs/workshops at customer
    bases/field units and 70 training programs/workshops at
    HAL premises for Customers on critical aircraft systems.

    ? During the year, Internal Corporate Quality Audit has been
    successfully Completed for 18 Manufacturing & Overhaul
    Divisions, 10 R&D Centres, 4 PBL Bases of ICG and 5 IAF
    Bases.

    ? HAL & DGAQA have jointly released a guideline for
    Approval of Supplier/ Sub-contractor & its Quality
    Management System (CQAG-9017: ASQMS) enabling
    Suppliers/ Sub-contractors to clear and supply Products
    produced by them under Certificate of Confirmity
    (COC). During Aero India 2025, M/s Godrej & Boyce
    Mfg. Co. Ltd, Mumbai has been approved under ASQMS
    by HAL Accessories Division, Lucknow.

    ? Trained HAL officers by accreditation body to conduct
    audits for AS9100 compliance across the divisions to
    ensure the product meets the highest standards of Safety
    and Quality. The total number of auditors available across
    the HAL Divisions are:

    a) Lead Auditors - 10 Officers

    b) Internal Auditors - 691 Officers

    ? LCA-Tejas Division, Bangalore has developed AI Based
    solution for Snag Disposition Information Management
    System.

    ? A fully automated system has been developed and
    integrated with SCADA (Supervisory Control and Data
    Acquisition) system with Heat Treatment furnaces to
    control & monitor the furnaces parameters online without

    human intervention and to eliminate the errors at TAD
    Kanpur, Engine Division, Koraput and Engine Division,
    Bangalore.

    ? Foundry & Forge Division, Bangalore has established
    Rapid Quench Heat Treatment (RQHT) facility and the
    facility is integrated with Industry 4.0 features utilizing
    SCADA system for comprehensive record management,
    documentation and process control. Key features of
    this facilities are 3 Axis Robotic Manipulator, automated
    loading and unloading which will result in 133% increase
    in working volume and improvement in productivity by
    4-6 folds.

    AUDITORS
    Statutory Auditors

    HAL being a CPSE, Statutory Auditors of the Company were
    appointed by the Comptroller & Auditor General of India
    (C&AG). M/s Gupta Nayar & Co, Chartered Accountants,
    Bengaluru was appointed as Statutory Auditors for auditing
    the Accounts of the Company for the year and 17 firms of
    Chartered Accountants were appointed as Branch Auditors.
    The Auditors'' Report does not contain any qualification,
    reservation or adverse remarks.

    The Auditors'' Report on financial statements for the year
    2024-25 and comments of the Comptroller & Auditor General
    of India (C&AG) under Section 143(6) of the Companies Act
    are attached to this Report, which is self-explanatory.

    Cost Auditors

    The Company has appointed M/s Murthy & Co. LLP, Cost
    Accountants, Bengaluru as Cost Auditors for conducting the
    Cost Audit of the Company for the year 2024-25. The Company
    maintains cost records as specified by the Central Government
    under Section 148(1) of the Companies Act, which are audited
    by Cost Auditors.

    Internal Auditors

    The Company has appointed 13 firms of Chartered Accountants
    and 1 Cost Accountant firm for carrying out internal audit of
    the Company for the year 2024-25.

    Secretarial Auditors

    In pursuant to the provisions of Section 204 of the Companies
    Act, 2013, the Board of Directors has appointed, M/s. DPSP
    & Associates, Practicing Company Secretaries, Bengaluru as
    Secretarial Auditors of the Company for the year 2024-25.

    The Secretarial Audit Report is annexed to this Report as
    Annexure - IV. The management''s reply on the qualification
    of the Secretarial Auditor, form part of Secretarial Audit Report,
    which is self-explanatory.

    As per Regulation 24A of the SEBI (LODR) Regulations, the
    Company has filed the Annual Secretarial Compliance Report
    for the year 2024-25, signed by the Secretarial Auditor with
    the BSE Limited and National Stock Exchange of India Limited
    within the stipulated time.

    CORPORATE GOVERNANCE REPORT

    In terms of Regulations 34 read with Schedule V of SEBI
    (LODR) Regulations and DPE Guidelines, a report on Corporate
    Governance for the year 2024-25 along with Compliance
    Certificate on Corporate Governance issued by the Secretarial
    Auditor of the Company, is attached to this Report.

    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

    As per Regulations 34(2)(e) of the SEBI (LODR) Regulations, the
    Management Discussion and Analysis Report (MDAR) forms
    part of the Annual Report.

    VIGIL MECHANISM

    The Company has a Whistle Blower Policy approved by the
    Board. The details of the Whistle Blower Policy are explained
    in the Corporate Governance Report and the same is hosted on
    the Company''s website at
    www.hal-india.co.in/investors

    Employees are encouraged to raise any of their concerns by
    way of whistle blowing and none of the employees have been
    denied access to the Chairman of the Audit Committee.

    DIRECTORS'' RESPONSIBILITY STATEMENT

    Pursuant to the provisions of Section 134(3)(c) of the Companies
    Act, your Directors state that:

    (a) In the preparation of the annual accounts for the year
    ended March 31, 2025, the applicable accounting
    standards have been followed along with proper
    explanation relating to material departures;

    (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
    as on March 31, 2025 and of the profit and loss of the
    Company for the year ended on that date;

    (c) the directors have taken proper and sufficient care for
    the maintenance of adequate accounting records in
    accordance with the provisions of this Act 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
    which are being followed by the Company and that
    such internal controls are adequate and are operating
    effectively;

    (f) the directors have devised proper systems to ensure
    compliance with the provisions of all applicable laws and
    that such systems were adequate and operating effectively.

    ACKNOWLEDGEMENT

    Your Directors are extremely thankful and acknowledge the
    excellent support extended by the Government of India, in
    particular the Ministry of Defence, Department of Defence
    Production, Defence Acquisition and Defence Finance as
    well as other Ministries of the Government of India in all the
    endeavours of the Company.

    Your Directors also place on record their sincere appreciation
    towards the Company''s valued customers, in particular the
    Indian Defence Services, for the support and confidence
    reposed by them in the Management of the Company, and
    look forward to the continuance of this mutually supportive
    relationship in the future.

    The Company wishes to place on record its appreciation for
    the co-operation extended and services provided by the
    Comptroller & Auditor General of India (C&AG), the Principal
    Director of Commercial Audit & Ex-officio Member, Audit
    Board, Statutory/ Internal Auditors, Cost Auditors, Secretarial
    Auditor, Bankers, Collaborators, JV Partners and Suppliers.

    Your Directors are also thankful to the shareholders for
    the trust and confidence reposed in the Company and look
    forward to their continued support to propel the Company to
    greater heights.

    Your Directors also wish to place on record their deep sense
    of appreciation for the committed services by the Company''s
    Executives and Workmen for progress and prosperity of the
    Company.

    For and on behalf of the Board of Directors
    Hindustan Aeronautics Limited

    Ly.

    (Dr. D K Sunil)

    Chairman and Managing Director

    Place : Bengaluru
    Date : July 21, 2025

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