Him Teknoforge Ltd Directors Report

2 Dividend

Your Board had declared final dividend @ Rs 040 (INR Forty Paisa Only) per equity share (ie20%) of Rs 2 for the Financial Year 202324 as per recommendation of the Board of Directors at the annual general meeting of the Company held on 30 September, 2024

The Board of Directors of your company is pleased to recommend a dividend of Rs 050/ per equity share of 7 the face value of Rs2/each (@ 25%), payable to those Shareholders whose names appear in the Register of Members as on the cutoff date ie 20082025

3 Reserves

Your Board does not propose to carry any amount to any reserves for the financial year 202425

4 Brief description of the Companys working during the year/State of Companys affair

Total turnover during the year is Rs 40,70029 Lakh g (Previous Year Rs 3734286 Lakh) We have made a Profit after tax of Rs 97580 Lakh (Previous Year Rs 71117 Lakh)

5 Change in the nature of business, if any

There is no change in the nature of business during 9 the financial year 20242025

6 Material changes and commitments, if any, affecting the Financial Position of the Company which have

occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control

Details of Subsidiary/Joint Ventures/Associate Companies

During the financial year, the Company entered into a Limited Liability Partnership (LLP) Agreement and

agreed to subscribe to the capital contribution of M/s Himforge Rings LLP, a newly incorporated entity, which is considered a subsidiary in accordance with the provisions of the Companies Act, 2013

10 Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

During the financial year, the Company entered into a Limited Liability Partnership (LLP) Agreement and agreed to subscribe to the capital contribution of M/s Himforge Rings LLP, a newly incorporated entity, which is considered a subsidiary in accordance with the provisions of the Companies Act, 2013 The LLP has not commenced any operations or business activities; no financial transactions are recorded in the LLP and neither the Company nor any other Partners of the LLP have made any capital contributions In view thereof no consolidated financial statements have been prepared as defacto the standalone financial statements are replica of consolidated financial position

11 Deposits

Your Company has not accepted any deposits from public during the year and there was no deposit at the beginning of the year Therefore, the detail relating to deposits, covered under Chapter V of the Act is not applicable

12 Auditors

Statutory Auditors:

The present statutory auditor M/s PR A ASSOCIATES, Chartered Accountants has been appointed for the Second Term for a period five years pursuant to the provisions of section 139 of the Companies Act 2013 at the Annual General Meeting held on 29^th September, 2022 and is eligible to act as statutory auditor for the current financial year

13 Internal Auditors:

For the year 20242025, the Board has appointed M/s CA A S Raghuvanshi & Co (part year)& M/s Anand Saklecha & Co (part Year) as Internal Auditors of the Company for Pithampur Units (Madhya Pradesh), M/s S LAL BANSAL & CO and M/s JHS & Associates Chartered Accountants as Internal Auditors of the Company for, Gear Division, Manpura Unit & UnitIV, Baddi, Himachal Pradesh and Vadodara Unit, Gujarat respectively in terms of Section 138 of the Companies Act, 2013 and rules & regulations, made there under

For the Financial Year 20252026, the Board of Directors, on the recommendation of the Audit Committee and in accordance with the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, has appointed M/s S Lal Bansal & Co, Chartered Accountants, as Internal Auditors

14 Auditors Report

No qualification, reservation or adverse remark or disclaimer has been made by the Auditors in their Auditors Report for the year 20242025

15 Share Capital

Authorised, Issued, Subscribed and PaidUp Capital

During the period under review, the Authorised Share Capital of the Company Remain same at ^31,00,00,000 (Rupees ThirtyOne Crores only), comprising 15,21,25,000 (Fifteen Crores Twenty One Lakhs TwentyFive Thousand) Equity Shares of ^2/ each, 7,500 (Seven Thousand Five Hundred) 95% Cumulative Redeemable Preference Shares of L100/ each, and 5,00,000 (Five Lakhs) Unclassified Shares of L10/ each

At the beginning of the financial year, the Issued, Subscribed and PaidUp Share Capital of the Company was ^1,57,32,032 divided into 78,66,016 Equity Shares of ^2/ each During the year, the Company allotted 8,25,800 Equity Shares and 16,39,200 Share Warrants (each convertible into one fully paidup Equity Share of Rs 2/ each) on a preferential basis on 17th September 2024 Out of these, 80,000, 40,000, and 6,59,600 Share Warrants were converted into Equity Shares on 07^th November

2024, 14th November 2024, and 27^th March 2025, respectively

Accordingly, as on 31st March 2025, the PaidUp Equity Share Capital of the Company stood at ^1,89,42,832 The Listed Capital as on 31^st March 2025 was ^ 1,76,23,632/ The Company received trading approval for the 6,59,600 Equity Shares on 15^th May 2025, which became effective from 16^th May

2025

During the year under review, the Company has not bought back any of its securities, nor issued any Sweat Equity Shares, Shares with Differential Voting Rights, or shares under any Employee Stock Option Plan There has been no change in the voting rights of shareholders

16 Preferential Issue

A Pursuant to provisions of Sections 23(1)(b), 42, 62(1)(c) of the Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Special Resolution passed in ExtraOrdinary General Meeting dated 28th August,

2024, the Company had issued 8,25,800 (Eight lakh twentyfive thousand eight hundred) equity shares of the Company of face value of Rs 2/ (Rupees Two only) at a price of Rs175/ (Rupees One Hundred and Seventy Five Only) each at a premium of Rs 173/ per share aggregating to Rs 14,45,15,000 / (Rupees Fourteen Crores FortyFive Lakhs Fifteen Thousand Only) on a preferential basis to persons / entities listed below:

B Pursuant to Sections 23(1)(b), 42, 62(1)(c) of Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Special Resolution passed in ExtraOrdinary General Meeting dated 28th August, 2024, the Company had issued 16,39,200 (Sixteen lakhs ThirtyNine Thousand two hundred only) Convertible Warrants of the company, at a price of Rs 175/ (Rupees One Hundred SeventyFive Only) per warrant each convertible into, or exchangeable for, 1 (one) fully paidup equity share of the Company having face value Rs 2/ (Rupees Two only), each at a premium of Rs 173/ per share aggregating to Rs 28,68,60,000/ (Rupees TwentyEight Crores SixtyEight Lakhs and Sixty Thousand only) on a preferential basis to persons / entity listed below:

each convertible into an equivalent number of equity shares

17 Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT7 will be been placed on the Companys website ie wwwhimteknoforge com after filing annual return on completion of ensuing Annual General Meeting with the Registrar of Companies within the stipulated time

18 Conservation of energy, technology absorption and foreign exchange earnings and out go

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith

(AnnexureA)

19 Corporate Social Responsibility (CSR)

The Company is required to spend towards corporate social responsibility under section 135 of the Companies Act, 2013The details on the CSR activities are enclosed as (AnnexureB)

20 Directors

A) Changes in Directors and Key Managerial Personnel (KMP):

During the financial year 20242025 there is no change in Directors and Key Managerial Personnel of the company

B) Declaration by an Independent Director(s) and reappointments, if any:

Declarations:

Declaration by Mr RaviKant Dhawan, Mr Harpal Singh, Mr Kuldip Narain Gupta and Mrs Kiran Raghuvinder Singh, Independent Directors submitted by them to the Company discloses that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013

Reappointments, if any:

Mr Vijay Aggarwal (DIN 00094141), Director of the Company retiring by rotation and eligible for reappointment has given his consent and declarations under Form DIR8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014

The threeyear term of Mr Vijay Aggarwal (DIN:00094141) is ending on 30012026 as a managing director of the company and Based

on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has reappointed Mr Vijay Aggarwal as an Managing Director for a term of Three consecutive years commencing from 31^st January 2026, subject to the approval of the shareholders at the ensuing general meeting

The threeyear term of Mr Rajiv Aggarwal (Din: 00094198) is ending on 13082026 as a Joint managing director of the company Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has reappointed Mr Rajiv Aggarwal as an Joint Managing Director for a term of Three consecutive years commencing from 14^th august 2026, subject to the approval of the shareholders at the ensuing general meeting

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and nonexecutive directors The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees The Board of Directors has expressed their satisfaction with the evaluation process

Opinion of the Board:

Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields

21 Meetings

An agenda of Meetings is prepared and circulated in advance to the Directors During this year, Five (5) Board meetings, Five (5) Audit Committee Meetings, One (1) CSR Committee meetings, One (1) Stakeholder Committee and Two (2) Nomination and Remuneration Committee were convened and held, the details of which are given in the Corporate Governance Report

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, read with the erstwhile Listing Agreement

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and

individual directors has been given in the Corporate Governance Report

22 Audit Committee

The members of the Audit Committee of the Company as on 31^st March, 2025 are as under:

23 Nomination and Remuneration Committee:

The members of Nomination and Remuneration Committee of the Company as on 31^st March, 2025 are as under:

The Nomination and Remuneration Committee Meeting was held Two time on 30052024 and 31072024 during the year ended 31^st March, 2025

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual/group and also maintains a balance between both short and longterm objectives of the company

24 Particulars of loans, guarantees or investments under section 186

The Company has not given loans or guarantee or made an investment during the financial year 20242025

25 Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties are given in Form AOC2 enclosed as (AnnexureC)

26 Managerial Remuneration

Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed here with (AnnexureD)

27 Secretarial Audit Report

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s DRP & Associates, Company Secretaries in practice is enclosed herewith (Annexure E)

Management Reply toward the Advisory provided in Secretarial audit report:

1 The Company has already submitted the necessary ROC forms along with additional fees These fees were incurred due to procedural delays in filing the forms after the due date, which were beyond the Companys control

28 Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

A detailed report on Corporate Governance as required under Regulation 34 of the Securities

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended along with the certificate on Corporate Governance, issued by M/s DRP & Associates, Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forms part of the Board Report with (AnnexureF)

29 Management Discussion and Analysis Report

A report on Management Discussion and

Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report and it deals with the Business Operations and Financial Performance, Research &Development, Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc is enclosed (Annexure G)

30 Risk Management

The Management has put in place adequate and effective system and man power for the purposes of risk management

31 Directors Responsibility Statement

Your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(b) that 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 of the company for that period;

(c) that 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) that the directors had prepared the annual accounts on a going concern basis;

(e) that 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 effective ly; and

(f) that 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

32 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder All employees (permanent, contractual, temporary, trainees) are covered under the said policy Internal Complaints Committee has also been set up to redress complaints received on sexual harassment

33 Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company as company has not declared dividend for financial year 20162017

34 Cost Audit

M/s S K Jain & Co Cost Accountants were appointed with the approval of the Board to carry out the cost audit for FY 20242025 Based on the recommendation of the Audit Committee, M/s S K Jain & Co, Cost Accountants, being eligible, have also been appointed by the Board of Directors in their meeting held on 12022025 as the Cost Auditors for FY 20252026

The remuneration to be paid to M/s SK Jain & Co, for FY 20252026 is subject to ratification by the shareholders at the ensuing Annual General Meeting Cost records as specified by the Central Government under SubSection (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company

32 Details of fraud reported by auditors under subsection (12) of section 143 other than those which are reportable to the Central Government

There was no fraud reported by auditors under subsection (12) of section 143 other than those which are reportable to the Central Government

33 Code of Conduct

The Company has adopted a code of conduct for its directors and senior designated management personnel All the Board members and senior management personnel have affirmed their compliance of code of conduct

34 Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review

35 Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time

36 Compliance with Maternity Benefit Act, 1961

The Company Leave Policy is in compliance with Maternity Benefit Act, 1961, current Leave policy of the company is in line with provisions of Maternity Benefit Act, 1961 and other applicable labour laws and rules made thereunder All employees are covered under the said policy

37 Acknowledgements

The Board of Directors gratefully acknowledges the assistance and cooperation received from the Banks and Financial Institutions and all other statutory and nonstatutory agencies for their cooperation

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty

For and on Behalf of Board Sd/

Vijay Aggarwal Chairman

Place: Chandigarh IN:00094141

Dated: 26072025

ANNEXURE A

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Income and Outgo

as per rule 8(3) of the Companies (Accounts) Rules,2014:

(A) Conservation of energy:

(i) The steps taken or impact on conservation of energy: The company had already installed solar plants at its units located at Pithampur Unit1, Madhya Pradesh of 500KW and 175 KW at Vadodara, Gujarat

(ii) The steps taken by the Company for utilizing alternate sources of energy: The Company had successfully installed solar plants at units mentioned in point (I) above and the same are in running condition

(iii) The capital investment on energy conservation equipments: NA

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption NA

(ii) Benefits derived as a result of the above efforts, eg, product improvement, cost reduction, product development, import substitution, etc NA

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) a) Details of technology imported (b) Year of import(c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof NA

(iv) The Expenditure incurred on Research and Development NA

(C) Foreign exchange earnings and outgo

For and on Behalf of Board Sd/

Vijay Aggarwal Chairman

Place: Chandigarh DIN:00094141

Dated: 26072025

ANNEXURE B

Report on Corporate Social Responsibility

1 Brief outline on CSR Policy of the Company: Recognizing that business enterprises are economic organs of society and draw on societal resources, it is Him Teknoforge Limiteds (HTLs) belief that a companys performance must be measured by its contribution to building economic, social and environmental capital towards enhancing societal sustainability In line with this belief, HTL will continue crafting unique models to generate livelihoods and environmental capital Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and environmental replenishment These initiatives are independent of the normal conduct of HTLs business Programmes, projects and activities (collectively "CSR Programmes") carried out in this regard are the subject matter of this Policy

2 Composition of CSR Committee:

CSR Committee Meeting was held on 12022025 during the financial year under review

3 Provide the weblink where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: wwwhimteknoforgecom

4 Provide the details of Impact assessment of CSR projects carried out in pursuance of subrule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) Not applicable as average CSR Obligation calculated is less than ten crore rupees

5 (a) Average net profit of the company as per subsection (5) of section 135 Rs 12,42,87,932/

(1) Two percent of average net profit of the company as per subsection (5) of section 135 Rs 24,85,759/

(2) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Rs 0/

(3) Amount required to be set off for the financial year, if any Rs 1,46,490/

(4) Total CSR obligation for the financial year [(b)+(c)(d)] Rs 23,39,269/

6 (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs24,61,495 /

(b) Amount spent in Administrative Overheads: Rs0/

(c) Amount spent on Impact Assessment, if applicable: Not Applicable

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] 24,61,495/

(e) CSR amount spent or unspent for the Financial Year:

8 Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing m the revenue record, flat no, house no, Municipal Ulfice/ Municipal Corporation/ Gram panchayat are to be specified and also the area ol the immovable property as well as boundaries)

9 Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): NA

For and on Behalf of Board Sd/

Vijay Aggarwal Chairman

Place: Chandigarh DIN:00094141

Dated: 26072025

Attachment to Annexure

Amount spent on CSR Projects on other than Ongoing Projects: Rs 24,61,495/

Details of CSR amount spent against other than ongoing projects for the financial year:

ANNEXUREC Form No AOC2

(Pursuant to clause (h) of subsection (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1 Details of contracts or arrangements or transactions not at arms length basis: Not Applicable

2 Details of material contracts or arrangement or transactions at arms length basis:

Disclosure in the Boards Report under Rule 5 of Companies (Appointment & Remuneration of

Managerial Personnel) Rules, 2014

Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employee is in receipt of the remuneration exceeding the limits specified in rule 5(2)

It is hereby affirmed that the remuneration is as per the remuneration policy of the Company

For and on Behalf of Board Sd/

Vijay Aggarwal Chairman

Place: Chandigarh DIN:00094141

Dated: 26072025