Hi-Tech Pipes Ltd Directors Report

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Oct 21, 2026|03:59:42 PM

Hi-Tech Pipes Ltd Share Price directors Report

  1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Companys Financial Performance for the Financial Year ended March 31, 2026 is summarized below:

PARTICULARS STANDALONE 2025-26 STANDALONE 2024-25 CONSOLIDATED 2025-26 CONSOLIDATED 2024-25
Net Revenue from Operations 3,444,280 2,55,019.28 4,20,007.42 3,06,763.62
Other Operating Revenue - - - -
Other Income 183.50 163.54 258.57 188.87
Operating Profit before Finance Costs, Depreciation, Tax 14,643.06 13,751.09 17,355.23 16,003.24
Less: Depreciation and amortization expenses 2,362.53 1,796.99 2,710.02 2,092.24
Finance Cost 3,889.88 3,377.87 4,757.07 4,301.25
Profit before Tax and Exceptional Expenses 8,574.15 8,576.23 10,146.71 9,798.62
Less: Tax Expenses 2,157.94 2,213.45 2,530.65 2,503.71
Net Profit for the Year from Continuing operations 6,416.21 6,362.77 7,616.05 7,294.91
Net Profit for the Year from Discontinued Operations - - - -
Profit for the year 6,416.21 6,362.77 7,616.05 7,294.91
Other Comprehensive Income 35.74 (14.49) 41.98 (8.96)
Total comprehensive income for the year, net of tax 6,451.95 6,348.28 7,658.47 7,285.95
Earning per Equity Share (Face value of ?1) - Basic 3.18 3.47 3.77 3.98
Earning per Equity Share (Face value of ?1) - Diluted 3.18 3.47 3.77 3.96
  1. During the Financial Year 2025-26, revenue from operations on standalone basis increased to 3,44,280.84 Lakhs as against 2,55,019.28 lakhs in the previous year a growth of 35%

The profit after tax for the current year stood at 6,416.21 lakhs against 6,362.77 lakhs in the previous year.

On a consolidated basis, the group achieved revenue of 4,20,007.42 lakhs as against 3,06,763.62 an increase of 37% Net profit for the current year is 7,616.05 lakhs against 7,294.91 lakhs in the previous year.

During the year the Group has achieved an ever highest sales volume of 5,32,437 MT as compared to 4.85 Lakhs MT in previous FY.

FACTORS CONTRIBUTING REMARKABLE PERFORMANCE:

The Companys strong performance during Fiscal Year 2025-26 was driven by several key factors, including sustained demand from the infrastructure and construction sectors, a higher contribution from value-added products, enhanced operational efficiency and adding more capacities leading to higher volumes, improved profitability, and stronger product realisations across key markets.

3. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of Profit for the Financial Year 2025-26.

4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS AFFAIRS

During the year under review, Hi-Tech Pipes Limited achieved several significant milestones that further strengthened its operational capabilities, financial profile, and long-term growth outlook. The Company continued its expansion journey with a strong focus on value-added products, geographical diversification, operational efficiencies, and enhancing its manufacturing footprint across India. These strategic developments position the Company favourably to capitalize on the growing opportunities emerging from infrastructure development, renewable energy, construction, engineering, and industrial sectors.

One of the key highlights during the year was the upgrade in the Companys credit ratings by CRISIL. The long-term credit rating was upgraded to CRISIL A+/Stable from CRISIL A, while the short-term rating was reaffirmed at CRISIL AI. The rating upgrade reflects the Companys strong operational performance, healthy liquidity position, prudent financial management, improving profitability, and consistent growth trajectory. The upgraded ratings are expected to further strengthen the Companys financial flexibility and support its future expansion plans at competitive borrowing costs.

The Company also successfully commenced commercial production at Sanand Unit-II Phase-II, Gujarat, under its brownfield expansion programme. This expansion added 1,00,000 MTPA capacity and significantly enhanced the Companys capabilities in manufacturing large-diameter ERW pipes, jumbo hollow sections, and structural and fabrication-grade steel products. Strategically located in Gujarat, the facility strengthens the Companys manufacturing footprint in Western India and enables efficient servicing of key industrial clusters across Gujarat and neighbouring regions. footprint in Western India and enables efficient servicing of key industrial clusters across Gujarat and neighbouring regions.

The Sanand expansion is expected to provide multiple strategic advantages, including improved logistics efficiencies, enhanced supply capabilities to solar, infrastructure, fabrication, and engineering sectors, and improved product mix through increased share of value-added products and larger-diameter offerings. The facility also enhances the Companys export potential by enabling supplies of large-diameter ERW pipes and heavy hollow sections to international markets, thereby supporting the Companys "Make in India - Export to the World" vision.

Further strengthening its presence in Northern India, the Company commenced commercial production at its greenfield manufacturing facility at Kathua, Jammu & Kashmir. The Kathua plant has an installed capacity of 80,000 MTPA and is designed to manufacture ERW steel pipes, coated products, and other value-added steel offerings. The facility has been developed with advanced manufacturing infrastructure, modern automation systems, and robust quality-control mechanisms to cater to evolving customer requirements and stringent industry standards.

Strategically located, the Kathua facility provides significant logistical and operational advantages by enabling cost-efficient and timely supplies across Jammu & Kashmir, Punjab, Himachal Pradesh, and nearby regions. The unit is well positioned to cater to growing demand from infrastructure development, water distribution, construction, fabrication, industrial, and engineering applications. The commissioning of this facility also aligns with the Companys strategic focus on increasing the contribution of value-added products in its overall sales mix, thereby supporting improved realizations and higher EBITDA per tonne over the medium to long term.

Another major milestone achieved during the year was the commencement of commercial production at the Companys Sikandrabad Unit-III greenfield facility in Uttar Pradesh. The commissioning of this plant marks a landmark achievement in the Companys growth journey, as Hi-Tech Pipes Limited successfully achieved 1 million tonnes of installed annual manufacturing capacity. This milestone reflects the Companys consistent execution capabilities, disciplined capital allocation strategy, and long-term vision for sustainable growth.

The Sikandrabad facility adds 1,20,000 MTPA capacity focused on ERW pipes and hollow sections and significantly strengthens the Companys manufacturing presence in North and Central India. The strategically located facility improves proximity to key consumption centres, enhances supply chain efficiencies, reduces logistics costs, and enables faster response times to customer requirements across infrastructure, construction, fabrication, industrial, and water distribution sectors. Equipped with modern manufacturing technology and process efficiencies, the plant is expected to support improved operational leverage, better realizations, enhanced profitability, and sustained improvement in EBITDA per tonne.

During the financial year under review other than above, there was no change in the nature of the business of the Company.

Future Prospects:

Building upon the achievement of 1 million tonnes capacity, the Company has already initiated the next phase of expansion with a clear roadmap to achieve 2 million tonnes of installed manufacturing capacity over the medium term. In line with this vision, the Company laid the foundation stone for its new greenfield manufacturing project at Hindupur, Andhra Pradesh, near Bengaluru. The foundation stone for the project was laid by the Honble Chief Minister of Andhra Pradesh, Shri N. Chandrababu Naidu Garu, reflecting the State Governments support towards industrial development and manufacturing investments. This project represents another important milestone in the Companys long-term expansion strategy and demonstrates its commitment towards strengthening its pan-India manufacturing network.

The Hindupur greenfield facility will primarily focus on manufacturing value-added coated steel products, which represent a high-margin and strategically important segment for the Company. The project will have an installed capacity of 1,50,000 MTPA and involves an estimated investment of approximately Rs.100 crore, which will be funded entirely through internal accruals, reflecting the Companys strong financial discipline and robust cash flow generation capabilities. Strategically located near Bengaluru, the facility is expected to improve customer proximity across Southern and Western India, enhance logistics efficiencies, and support faster delivery timelines. The project is expected to be completed by Q2 FY28.

The Companys ongoing expansion initiatives are aligned with favourable industry dynamics supported by sustained government-led infrastructure spending, increasing urbanization, rising investments in renewable energy, and growing private sector participation in industrial development. In addition, improving global trade opportunities and increasing export competitiveness for Indian steel product manufacturers are expected to create long-term growth opportunities for the Company.

Through these strategic developments, Hi-Tech Pipes Limited continues to strengthen its position as one of Indias fastest-growing steel tube and pipe manufacturers. The Company remains focused on enhancing operational excellence, increasing the share of value-added products, expanding its geographic reach, improving profitability, and creating sustainable long-term value for all stakeholders.

Further information on the Business overview of the Company is discussed in detail in the Management Discussion & Analysis.

5. DIVIDEND

During the financial year 2025-26, the Company has not declared and recommended or paid any dividend on the Equity Shares of the Company. Accordingly, no amount has been appropriated towards dividend for the financial year under review.

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has Dividend Distribution Policy and the same is available on our website and can be accessed at https://hitechpipes.in/policies/.

6. CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARY & ASSOCIATE COMPANY

Pursuant to the provisions of the Companies Act, 2013 ("the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Independent Auditors Report thereon, form part of this Annual Report.

In compliance with Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries/joint venture entities in the prescribed Form AOC-1 is annexed to this Report as Annexure-1. The said statement also provides highlights of the financial performance of each subsidiary/joint venture included in the Consolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with the financial statements of its subsidiary companies and other relevant documents, are available for inspection by the Members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting ("AGM"). Members desirous of obtaining copies of the said financial statements may submit a request to the Company Secretary at the Registered Office of the Company. The aforesaid documents, including the Consolidated Financial Statements, are also available on the Companys website at www.hitechpipes.in List of Wholly Owned Subsidiary Companies are as follows:

  • HTL Metal Private Limited
  • HTL Ispat Private Limited
  • Hitech Metalex Private Limited
  • Hi-Tech Global Steels Private Limited
  • Sain Software Systems Private Limited

Note: The financial statements of all the Wholly Owned Subsidiary Companies are available at the Website of the Company i.e. www.hitechpipes.in

The Company do not have any joint venture or associate company as on March 31, 2026.

7.SHARE CAPITAL

As ON MARCH 31, 2026 the share capital of the Company is as Follows.

The Issued, Subscribed and paid up Equity share capital of the Company IS 20,31,07,734 (Rupees Twenty Crore Thirty One Lakh seven thousand seven hundred and Thirty Four Only) consisting of 20,31,07,734 (Twenty Crore Thirty One Lakh seven thousand seven hundred and Thirty Four) Equity shares having a face Value of 1/- each.

The Authorised share Capital of the Company is 24,00,00,000 (Rupees Twenty Four Crores) divided into 24,00,00,000 (Rupees Twenty Four Crores) Equity shares having a face value of 1/- Each.

8.MATERIAL CHANGES AND COMMITMENT

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements pertain and the date of this Report.

9.DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the year under review, There is no change in Directors and KMPs of the Company.

In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2026 are as follows:

S. No. Key Managerial Personnel Designation
1. Mr. Ajay Kumar Bansal Managing Director
2. Mr. Anish Bansal Whole Time Director
3. Mr. Kamleshwar Prasad Whole Time Director
4. Mr. Arvind Kumar Bansal ED & CFO
5. Mr. Arun Kumar Company Secretary & Compliance Officer

10.BOARD OF DIRECTORS

The detail description about the board and its composition is discussed in the Corporate Governance section forming part of this Annual Report.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, including its applicable Schedules and Rules, and pursuant to Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactments thereof), the Company has received declarations from all Independent Directors confirming their compliance with the prescribed criteria of independence.

Further, in compliance with Regulation 25(8) of the Listing Regulations, the Independent Directors have affirmed that there are no existing or anticipated circumstances that could affect their ability to discharge their duties independently and effectively.

Based on the above declarations and affirmations, the Board is of the considered view that Mr. Vivek Goyal, Mr. Prashant Kumar Saxena, Mrs. Neerja Kumar, and Mr. Mukesh Kumar Garg are persons of integrity, fulfil all statutory requirements, and continue to remain independent of the management of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Five (5) meetings of the Board of Directors were held during the financial year 2025-26. The details of the meetings of the Board of Directors of the Company convened during the financial year 2025-26 are given in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of Directors, and other matters as prescribed under Section 178(3) of the Companies Act, 2013, is available on the Companys website and can be accessed at https://hitechpipes.in/policies/.

DIRECTORS AND OFFICERS INSURANCE

Pursuant to the provisions of Regulation 25(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 read with corrigendum w.e.f. 01.01.2022, the top 1000 listed entities by market capitalisation calculated as on preceding year, shall undertake Director and Officers Insurance (D and O Insurance) for all their independent directors of such quantum and for such risks as may be decided by its board of directors.

The Company was in the list of Top 1000 Companies at NSE as at December, 2024, hence complying with the provisions of the above regulation your Company has renewed a D and O Insurance cover from Tata AIG General Insurance Company Ltd. For a policy period of one year which gives a coverage against claims.

11. COMMITTEES OF THE BOARD

A detailed note on the Board and its Committees is provided in the "Report on Corporate Governance" forming part of this Annual Report. As on March 31, 2026, the Board has the following standing Committees:

MANDATORY COMMITTEES

i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Corporate Social Responsibility Committee
iv. Stakeholders Relationship Committee
v. Risk Management Committee

NON-MANDATORY COMMITTEES

i. Executive Committee
ii. Securities Allotment Committee
iii. Internal Complaints Committee
iv. Fund Raising Committee

For details, the terms of reference, meetings held during the year, membership and attendance of the members at the meetings of the above Committees of the Board, kindly refer to the "Report on Corporate Governance" forming part of this Annual Report.

12. MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 07th February, 2026. The meeting was conducted without the presence of non-independent directors and members of the management.

During the meeting, the Independent Directors reviewed the performance of non-independent directors and the Board as a whole, evaluated the performance of the Chairperson of the Company, and assessed the quality, quantity, and timeliness of the flow of information between the Companys management and the Board.

The Independent Directors expressed satisfaction with the outcome of the performance evaluation and the overall functioning of the Board and its members.

13. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

(c) The Directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

14. ANNUAL RETURN

The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is placed at companys https://hitechpipes.in/annual-return/

15. STATUTORY AUDITORS AND THEIR REPORT

The Company had appointed M/s A. N. Garg & Co., Chartered Accountants, (FRN: 004616N) as Statutory Auditors of the Company at their 38th Annual General Meeting held in the year 2022 until the conclusion of 43rd Annual General Meeting of the members of the Company to be held in the year 2027 and to conduct statutory audit of the its financial statements commencing from the financial year 2022-23 to 2026-27.

The Company has received Auditors Report from M/s A.N. Garg & Co, Chartered Accountants on Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2026 which is self-explanatory and do not have any qualifications or adverse remarks.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 (Act) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of Audit Committee, subject to the approval of the members, the Board of Directors at their meeting held on May 26, 2025, approved the appointment of M/s NSP & Associates, Practicing Company Secretaries (Peer Review No.1797/2022) as the Secretarial Auditors of the Company for a period of five(5) financial years commencing from 2025-26 to 2029-30 at a remuneration of 50,000/- (Rupees Fifty Thousand Only) plus taxes, as may be applicable, as may be mutually agreed between Secretarial Auditor and the Board/ Audit Committee of the Company.

The Secretarial Audit Report of the Company together with Secretarial Audit Report of its Material Subsidiary i.e. HTL Metal Pvt. Ltd. for the financial year ended 31st March, 2026 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the Top Section

time being in force) is set out in the ANNEXURE-2 & 2A to this report.

Further in terms of SEBI Regulations/circulars/ guidelines issued thereunder and pursuant to requirement of Regulation 24A of Listing Regulations, the Annual Secretarial Compliance Report for the financial year ended 31st March, 2026, in relation to compliance of all applicable laws is attached as ANNEXURE-3 and also uploaded on the website of the Company.

There has been no qualification, reservation or adverse remarks made by Secretarial Auditor.

COST AUDITORS

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner and also the Audit of the cost records is being conducted.

The Company has received consent from S. Shekhar & Co to act as the auditor for conducting Cost audit of the Company for the financial year ending 31st March, 2026.

M/s S. Shekhar & Co. Cost Auditors shall submit their report to the company in due course of time which will be filed with Ministry of Corporate Affairs (MCA).

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, guarantees and investments covered under Section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014, as on 31st March, 2026 are given in Note No. 06 and 07 to the Financial statements forming part of this Annual Report.

17. RELATED PARTY TRANSACTIONS

During the financial year 2025-26, the Company entered into transactions with related parties as defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

Further, there were no transactions with related parties which qualify as material transactions in accordance with policy of the company on materiality of related party transactions. Therefore, disclosure in Form AOC-2 is not applicable. All transactions with related parties approved by the Audit Committee and were reviewed thereafter and are in accordance with the Policy on Related Party Transactions of the Company.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note 45 to the standalone Financial statements of the Company.

The policy on Related Party Transactions is available on the website of the Company at https://hitechpipes.in/policies/

18. DEPOSITS

The policy on Related Party Transactions is available on the website of the Company at https://hitechpipes.in/policies/

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on Companys operational performance, industry trends and other required details prepared in compliance of Regulation 34 of the Listing Regulations forms part of this Annual Report.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance of Regulation 34 of the Listing Regulations, the Business Responsibility Report for the year under review is presented in a separate section forming part of this Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of:

Name of the Members Status Nature of Directorship
Mr. Anish Bansal Chairman Executive Director
Mrs. Neerja Kumar Member Non-Executive Independent Director
Mr. Ajay Kumar Bansal Member Executive Director
Mr. Mukesh Kumar Garg Member Non-Executive Independent Director
  1. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 Details pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE-5.

23.CORPORATE GOVERNANCE

The Directors of the Company continue to uphold the principles of good Corporate Governance as prescribed by the Securities and Exchange Board of India (SEBI). The Company has fully complied with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Listing Agreement, and other relevant laws, rules, and regulations. Secretarial compliances, statutory reporting, and necessary intimations are reviewed and noted at regular intervals during Board and Committee meetings.

The Company has also adopted and implemented several global best practices in Corporate Governance to ensure transparency, accountability, and stakeholder trust.

The Corporate Governance Report, prepared in accordance with Regulation 34(3) read with Part C of Schedule V of the SEBI (LODR) Regulations, 2015, forms an integral part of this Annual Report.

24.RISK MANAGEMENT

The Company has a committee of the Board, namely, the Risk Management Committee, which was constituted with the overall responsibility of overseeing and reviewing risk management across the Company. The terms of reference of the Risk Management Committee and Companys Policy on Risk Management can be accessed at https://hitechpipes.in/policies/

The Company has a committee of the Board, namely, the Risk Management Committee, which was constituted with the overall responsibility of overseeing and reviewing risk management across the Company. The terms of reference of the Risk Management Committee and Companys Policy on Risk Management can be accessed at https://hitechpipes.in/policies/

The Risk Management Committee comprises of:

Name of the Members Status Nature of Directorship
Mr. Anish Bansal Chairman Executive Director
Mr. Ajay Kumar Bansal Member Executive Director
Mr. Mukesh Kumar Garg Member Non-Executive Independent Director

25.FORMAL ANNUAL EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board of Directors has carried out the annual performance evaluation of all Directors, including Independent Directors. The evaluation was conducted based on the recommendations of the Nomination and Remuneration Committee and in accordance with the criteria formulated for performance assessment.

The performance evaluation of the Board as a whole and its various Committees was carried out on the basis of the following key parameters:

  • Adequacy of the constitution and composition of the Board and its Committees
  • Understanding of the Companys values, principles, philosophy, and mission
  • Quality and relevance of matters addressed in Board and Committee meetings
  • Effectiveness in guiding and supporting the Companys management
  • Conduct and efficiency of meeting processes
  • Focus on strategic issues, regulatory compliance, and corporate governance practices

Further, the performance of each Committee was evaluated by its respective members based on the extent to which the Committee effectively discharged its responsibilities as defined in its Charter/Terms of Reference.

Similarly, the performance of Independent Directors and other individual Directors was evaluated by the entire Board (excluding the Director being evaluated) based on the following criteria:

  • Attendance and active participation in Board and Committee meetings
  • Contribution to discussions and deliberations
  • Fulfilment of specific duties, responsibilities, and compliance with regulatory and governance requirements

Each Board member submitted a structured response as part of the evaluation process for assessing the performance of the Board, its Committees, and individual Directors.

26.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, no material order has been passed by any Regulators or Courts or Tribunals. Except, to the extent as may be mentioned in Notes to Accounts attached to the Financial Statements forming part of this Annual Report no other Material order were passed by the Regulators/Courts/Tribunals.

27.WHISTLE BLOWER POLICY/VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has put in place a Vigil Mechanism (Whistle Blower Policy) for Directors, employees, and other stakeholders. This mechanism provides a safe and confidential platform to report concerns relating to unethical behavior, actual or suspected fraud, or violations of the Companys policies.

The Vigil Mechanism aims to promote ethical conduct and a transparent work environment, free from fear of retaliation.

The policy is available on the Companys website at: https://hitechpipes.in/policies/

28.POLICY ON PROTECTION OF WOMEN FROM SEXUAL HARASSMENT

The Company remains committed to ensuring a safe, respectful, and harassment-free work environment across all its workplaces. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive policy on the Prevention of Sexual Harassment (POSH).

The policy is applicable to all women, irrespective of their employment status, and covers all categories of employees, including permanent, management staff, workmen, trainees, probationers, and contractual employees, whether working within Company premises or engaged in official duties outside.

To effectively address complaints, an Internal Complaints Committee (ICC) has been constituted in accordance with the statutory requirements. The policy ensures confidentiality, fair handling, and timely resolution of complaints, and extends to all employees- permanent, contractual, temporary, and trainees.

The POSH Policy is available on the Companys website at: https://hitechpipes.in/policies/

During the year under review, no complaints relating to sexual harassment were received by the Committee.

29.ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Hi-Tech has established an adequate system of internal controls, commensurate with the size and nature of its operations, to ensure that its assets are safeguarded against loss from unauthorized use or disposition. The internal control framework is designed to ensure that all business transactions are properly authorized, accurately recorded, and appropriately reported.

The Company has implemented structured procedures to promote the orderly and efficient conduct of its business operations. These procedures include strict adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, maintenance of accurate and complete accounting records, and timely preparation of reliable financial disclosures.

During the year, M/s. BAS & Co. LLP, Chartered Accountants, continued to serve as the Internal Auditors of the Company, as appointed by the Board of Directors. The scope and audit plan of the internal audit were reviewed and approved by the Board to ensure independence, objectivity, and comprehensive coverage of key areas of operations.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE-6 and forms part of this Report.

31. EMPLOYEES STOCK OPTION PLAN

The Company has implemented one Employee Stock Option Scheme - 2024 ("Scheme") in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations").

The details as per the requirements of the said Regulations are annexed as Annexure-7 which forms part of this Report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Directors state that applicable Secretarial Standards issued by The Institute of Company Secretaries of India ("ICSI"), and notified by the Ministry of Corporate Affairs, i.e., Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied with by the Company.

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the Financial Year under review, no frauds were reported by the Auditors of the Company under Section 143(12) of the Act.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review your company has neither made any application nor any proceeding pending under Insolvency and Bankruptcy Code, 2016.

35. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, there are no such cases of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

36. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation for the continued support and cooperation extended by the Companys valued customers. Their trust and engagement have enabled the Company to understand their unique requirements and consistently strive to deliver superior customer satisfaction.

The Board also acknowledges the unwavering dedication and valuable contributions of employees at all levels. Their hard work, commitment, and teamwork have been instrumental in overcoming challenges and achieving the Companys objectives.

We further extend our gratitude to our vendors, regulatory authorities, esteemed bankers, financial institutions, rating agencies, government bodies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, and all other stakeholders for their consistent support and partnership.

For and on behalf of The Board of Directors of Hi-Tech Pipes Limited

Ajay Kumar Bansal Chairman & Managing Director

Place: New Delhi Date: 12th August, 2026

Anish Bansal Whole-time Director

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