Hi-Tech Pipes Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 41^st Directors Report of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Companys Financial Performance for the Financial Year ended March 31, 2025 is summarized below:

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Net Revenue from Operations	2,55,019.28	2,20,742.20	3,06,763.62	2,69,929.34
Other Operating Revenue	-	-	-	-
Other Income	163.54	111.86	188.87	117.75
Operating Profit before Finance	13,751.09	8,933.32	16,003.24	11,485.89
Costs, Depreciation, Tax
Less: Depreciation and amortization expenses	1,796.99	1,286.55	2,092.24	1,548.75
Finance Cost	3,377.87	3,163.35	4,301.25	4,186.17
Profit before Tax and Exceptional	8,576.23	4,483.42	9,798.62	5,868.71
Expenses
Less: Tax Expenses	2,213.45	1,093.45	2,503.71	1,475.63
Net Profit for the Year from Continuing operations	6,362.77	3,389.96	7,294.91	4,393.08
Net Profit for the Year from	-	-	-	-
Discontinued Operations
Profit for the year	6,362.77	3,389.96	7,294.91	4,393.08
Other Comprehensive Income	(14.49)	8.40	(8.96)	9.66
Total comprehensive income for the year, net of tax	6,348.28	3,389.96	7,285.95	4,402.75
Earning per Equity Share
(Face value of 1)
- Basic	3.47	2.51	3.98	3.25
- Diluted	3.47	2.08	3.98	2.69

2. During the Financial Year 2024-25, revenue from operations on standalone basis increased to 2,55,019.28 Lakhs as against 2,20,742.20 lakhs in the previous year a growth of 15.52%.

The profit after tax for the current year stood at 6,362.77 lakhs against 3,389.96 lakhs in the previous year.

On a consolidated basis, the group achieved revenue of 3,06,763.62 lakhs as against 2,69,929.34 an increase of 13.65% Net profit for the current year is 7,294.91 lakhs against 4393.08 lakhs in the previous year.

During the year the Group has achieved an ever highest sales volume of 4.85 Lakhs MTPA as compared to 3.91 lakh MTPA in previous FY.

FACTORS CONTRIBUTING REMARKABLE PERFORMANCE:

This remarkable performance of the Company in Fiscal Year 2024-25 is based on the following factors:

1) Robust Demand in Infrastructure and Construction Sector

2) Increase in Share of Value Added Products 3) operational excellence and improved margins

4) Better Realisation

3. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of Profit for the Financial Year 2024-25.

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

During FY25, your Company delivered its strongest-ever operational and financial performance, reinforcing its position as a leading manufacturer of high-quality steel tubes, pipes, and related value-added products.

Revenue grew by 14% to 3,068 crore (FY24: 2,699 crore), supported by record sales volumes of 4,85,447 MT, a 24% increase over the previous year. Profitability improved significantly, with Profit After Tax rising 66% to 72.95 crore (FY24: 43.93 crore), driven by operational excellence, improved margins, and a higher share of value-added products. EBITDA stood at 160.03 crore, up 39.33%, with EBITDA per tonne improving by 12.26% to 3,297.

The Companys financial position strengthened further — Net Working Capital Days reduced to 52 (FY24: 63), ROCE improved to 14.35% (FY24: 13.70%), and the Debt-to-Equity Ratio fell sharply to 0.15x (FY24: 0.70x) through disciplined capital management. Reflecting this improved strength, the long-term credit rating was upgraded to A+.

Operationally, the Company played a pivotal role in critical national infrastructure projects, including supplying high-quality steel pipes for the Indian Railways Kavach anti-collision system and securing orders for the Border Security Forces advanced modular fencing. Sanand Unit-2 emerged as a global supply hub for solar torque tubes, exporting to North America, Europe, and the Middle East, exemplifying the "Make in India – Export to World" vision.

Further new facilities was introduced, the commissioning of a hot-dip galvanizing facility at Hindupur, catering to the growing demand for corrosion-resistant pipes. The Company also introduced new large-diameter hollow section SKUs, including 250x250 mm and 300x150 mm sizes, expanding its premium product portfolio. These achievements collectively underscore Hi-Tech Pipes commitment to sustainable growth, innovation, and value creation for stakeholders. During the financial year under review, there was no change in the nature of the business of the Company.

Future Prospects:

The company is focused to actively improve the capacity utilisation of the existing plants and to increase the proportion of Value Added Products as the company has a clear vision to reach 1 (One) Million Ton Capacity from Current 7.5 Lakh Tons. The Company has taken a new initiative and aggressively working towards corporate and product branding activities on various social media platform and we are very optimistic that this will surely benefitted the company in achieving better connection with stakeholders and improve brand image of company in the years to come.

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

. DIVIDEND

Your Directors are pleased to recommend a final dividend of 2.5% per Equity Share having a face value of 1/- each for the financial year 2024-25. The proposed dividend is, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company and, would result in appropriation of 50,77,694/- (Rupees Fifty Lakhs seventy seven Thousand Six Hundred and Ninety Four Only) approximately. The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed as per the schedule given in notice of Annual General Meeting.

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

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements (CFS) of the Company for the financial year 2024-25, together with the Auditors Report form part of this Annual Report.

In compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. A statement is annexed containing the salient features of financial statements of subsidiaries/ joint venture companies of the Company in the prescribed Form AOC – 1 (ANNEXURE-1).

The said Form also highlights the financial performance of each of the subsidiaries included in the CFS of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have also been uploaded on the website of the Company 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

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, 2025.

7. SHARE CAPITAL

During the Year under review following are the changes in the share capital of the Company. a. In accordance to the Special Resolution dated December 27, 2022 passed by the shareholders of the Company, Securities Allotment Committee in its meeting held on April 30, 2024 and July 09, 2024 has issued and allotted 84,70,000 (Eighty Four Lakh and Seventy Thousand) and 1,77,55,000 (One Crore seventy seven lakh fifty five Thousand) equity shares respectively to the person belonging to the Promoter, Promoter Group and Non Promoter Group Category. Pursuant to above allotment(s) the Issued, Subscribed and paid up Equity share capital of the Company stand increased to 17,61,11,000 (Rupees Seventeen Crores Sixty One Lakh and eleven Thousand Only) consisting of 17,61,11,000 (Seventeen Crores Sixty One Lakh and eleven Thousand) Equity shares having a face Value of 1 /- each. b. Pursuant to the Board recommendation and Shareholders Approval dated August 19, 2024 and September 21, 2024 respectively had taken an approval for raising of Funds by issuance of Equity Shares and/or any other equity based instruments, through private placement or Qualified Institutional Placements or further public offer or a right issue and/ or through any other permissible mode under applicable laws and /or combination thereof upto an aggregate amount of 600 Crores.

Further, in accordance to the above approval accorded, the Fund raising Committee of the Company on October 07, 2024 had open the issue for the eligible Qualified Institutional Buyers

("QIBs"). Furthermore, Fund Raising Committee on October 11, 2024 had issued and allotted 2,69,96,734 (Two Crore Sixty Nine Lakhs and Ninety Six Thousand Seven Hundred and Thirty Four) Equity shares having a face value of 1/- Each under the Qualified Institutional Placement to the eligible Investors.

On account of above allotment the Issued, Subscribed and paid up Equity share capital of the Company as on 31st March, 2025 stand increased to 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 31/03/2025 are as follows:

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 afirmed 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 afirmations, 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 2024–25. The details of the meetings of the Board of Directors of the Company convened during the financial year 2024-25 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 March 31 of the preceding financial 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 March, 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 upto 1,00,00,000/- (Rupees One Crore Only).

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, 2025, 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 12th February, 2025. 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 38^th Annual General Meeting held in the year 2022 until the conclusion of 43^rd 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, 2025 which is self-explanatory and do not have any qualifications or adverse remarks.

SECRETARIAL AUDITORS AND THEIR REPORT

The Company has received consent from NSP & Associates to act as the auditor for conducting audit of the secretarial records of the Company for the financial year ending 31st March, 2025. 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, 2025 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 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, 2025, 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. Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the, SEBI (Listing Obligations and Disclosure Requirements) 2015, as amended, based upon recommendation of Audit Committee, the Board of Directors of the Company at their meeting held on May 26, 2025, approved the appointment of M/s NSP & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company, subject to the approval of members in ensuing Annual General Meeting to be held in the year 2025 and to conduct the Secretarial Audit of the Company for a period of 5 (five) consecutive years commencing from 2025-26 till Financial Year 2029-30 from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting of the Company.

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, 2025.

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, 2025 are given in Note No. 05, 06 and 07 to the Financial statements forming part of this Annual report.

17. RELATED PARTY TRANSACTIONS

During the financial year 2024-25, 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 44 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

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the company for the year under review.

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 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

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE-4 of this report. The CSR Policy has been uploaded on the companys website and same may be accessed at https://hitechpipes.in/policies/

22. 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 recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Companys Risk Management Policy helps organisations to put in place effective frameworks for taking informed decisions and to achieve more robust risk management. The Key objective of the Risk Management Policy which is aimed at creating and protecting Shareholders value by minimizing threats and losses and identifying and maximizing opportunities. 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 offcial 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.

30. 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	Anish Bansal
Chairman & Managing Director	Whole-time Director
Place: New Delhi
Date: 26th May, 2025