Him Teknoforge Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the Fifty fifth Annual Report of the Company together with the audited Financial Statements for the Financial Year ended March 31, 2026.

1. Financial summary / Performance of the Company

FINANCIAL RESULTS

(Rs in lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	43522.66	40297.79
Add: Other Income	267.40	402.50
Total Income	43790.06	40700.29
Profit before Depreciation and Tax (PBDT)	2822.69	2344.01
Less: Depreciation & Amortisation	1071.61	1053.40
Profit Before Tax before Exceptional Item	1751.08	1290.61
Exceptional Item	-	-
Profit Before Tax (PBT)	1751.08	1290.61
Less: Taxes
(a) Current Year Tax	318.41	176.20
(b) Tax Relating to Earlier Years	-	-
(c) Deferred Tax	171.48	138.61
Profit After Tax	1261.19	975.80
Dividend	25%	20%
Earnings per Share (Rs 2/- each) (Basic & Diluted)	13.26	11.67

2. Dividend

Your Board had declared final dividend @ Rs 0.50(INR Fifty Paise Only) per equity share (i.e.25%) of Rs 2 for the financial year 2024-25 as per recommendation of the Board of Directors at the annual general meeting of the Company held on 27th August, 2025.

The Board of Directors of your company is pleased to recommend a dividend of Rs 0.80/- per equity share of the face value of Rs 2/-each (@ 40%), payable to those Shareholders whose names appear in the Register of Members as on the cut-off date i.e. 23.09.2026.

3. Reserves

Your Board does not propose to carry any amount to any reserves for the financial year 2025-26.

4. Brief description of the Companys working during the year/State of Companys affairs

Total Income during the year was Rs 43,790.06 Lakh (Previous Year Rs 40,700.29 Lakh). We have made a Profit after tax of Rs 1261.19 Lakh (Previous Year Rs 975.80 Lakh).

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2025-2026.

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.

7. 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 has been 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.

8. 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.

9. Details of Subsidiary/Joint Ventures/Associate Companies

During the financial year, the Company relinquished and surrendered its right to subscribe to the agreed capital contribution in M/s Himforge Rings LLP under the Limited Liability Partnership Agreement. As a result, the Company ceased to have control over the LLP, and accordingly, Himforge Rings LLP ceased to be a subsidiary of the Company within the meaning of the Companies Act, 2013.

Further during the financial year company has entered into a Joint Venture agreement and a JV Company has been incorporated i.e. M/s Dinamico Axles & Drive Wheels Private Limited, the Company has subscribed to 40% of the equity share capital of M/s Dinamico Axles & Drive Wheels Private Limited pursuant to its subscription to the Memorandum of Association dated September 1, 2025, thereby making the said company an Associate Company. However, as on March 31, 2026, the Company had not remitted the subscription amount towards the paid-up share capital of the said entity. Subsequently, the parties to JV mutually decided not to proceed with the proposed joint venture. Accordingly, the process for striking off the name of M/s Dinamico Axles & Drive Wheels Private Limited from the records of the Registrar of Companies has been initiated and as on the date of Report same has been struck off.

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

M/s Himforge Rings LLP (Subsidiary)

During the financial year, M/s Himforge Rings LLP did not commence business operations or undertake any financial transactions. Subsequently, the Company surrendered its right to subscribe to the agreed capital contribution and ceased to have any interest in the LLP. Accordingly, it ceased to be a subsidiary of the Company.

M/s Dinamico Axles & Drive Wheels Private Limited (Associate Company)

During the financial year, the Company subscribed to 40% of the equity share capital of M/s Dinamico Axles & Drive Wheels Private Limited a Joint Venture entity; however, the subscription amount remained unpaid as at March 31, 2026. The Company did not commence business operations during the year. Subsequently, the proposed joint venture was called off and the process for striking off the Company has been initiated.

Since both entities had no business operations or material financial transactions during the year, the standalone financial statements substantially represent the consolidated financial position and performance. Accordingly, no separate consolidated financial statements have been prepared.

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. PRA 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 29th September, 2022 and is eligible to act as statutory auditor for the current financial year.

13. Internal Auditors

For the year 2025-2026, the Board has appointed M/s S. Lal Bansal & Co., Chartered Accountants, as Internal Auditors for the Gear Division, Manpura Unit and Unit-IV, Baddi, Himachal Pradesh; M/s JHS & Associates, Chartered Accountants, as Internal Auditors for the Vadodara Unit, Gujarat; and M/s Anand Saklecha & Co., Chartered Accountants, as Internal Auditors for the Pithampur Units, Madhya Pradesh respectively in terms of Section 138 of the Companies Act, 2013 and rules & regulations, made thereunder.

For the Financial Year 2026-2027, 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 for the Gear Division, Manpura Unit and Unit-IV, Baddi, Himachal Pradesh; M/s JHS & Associates, Chartered Accountants, as Internal Auditors for the Vadodara Unit, Gujarat; and M/s Anand Saklecha & Co., Chartered Accountants, as Internal Auditors for the Pithampur Units, Madhya Pradesh in the Board Meeting held on 30th January 2026.

14. Auditors Report

No qualification, reservation or adverse remark or disclaimer has been made by the Auditors in their Auditors Report for the year 2025-2026.

15. Share Capital

Authorised, Issued, Subscribed and Paid-Up Capital

During the period under review, the Authorised Share Capital of the Company remained the same at Rs31,00,00,000 (Rupees Thirty-One Crores only), comprising 15,21,25,000 (Fifteen Crores Twenty-One Lakhs Twenty-Five Thousand) Equity Shares of Rs2/- each, 7,500 (Seven Thousand Five Hundred) 9.5% Cumulative Redeemable Preference Shares of Rs100/- each, and 5,00,000 (Five Lakhs) Unclassified Shares of Rs10/- each.

At the beginning of the financial year, the Issued, Subscribed and Paid-Up Share Capital of the Company was Rs1,89,42,832/- divided into 94,71,416 Equity Shares of Rs2/- each. During the year, the Company allotted 8,59,600 Equity Shares upon conversion of Share warrants on 14th March 2026. Further as on 31st March 2026 no Share warrants issued on 17th September 2024 remain outstanding.

Accordingly, as on 31st March 2026, the Paid-Up Equity Share Capital of the Company stood at Rs2,06,62,032 comprising 1,03,31,016 Equity Shares of Rs2/- each. The Listed Capital as on 31st March 2026 Stood at Rs1,89,42,832/- comprising 94,71,416 Equity Shares of Rs2/- each. The Company received trading approval for the 8,59,600 Equity Shares on 13th May 2026, which became effective from 14th May 2026.

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 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 Extra-Ordinary General Meeting dated 28th August, 2024, the Company had issued 16,39,200 (Sixteen lakhs Thirty-Nine Thousand two hundred only) Convertible Warrants of the company, at a price of Rs 175/- (Rupees One Hundred Seventy-Five Only) per warrant each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value Rs 2/- (Rupees Two only), each at a premium of Rs 173/- per share aggregating to Rs28,68,60,000/- (Rupees Twenty-Eight Crores Sixty-Eight Lakhs and Sixty Thousand only) on a preferential basis to promoter group and public out of which 7,79,600/-

warrants were converted in to equity share in previous financial year i.e. 2024-25 and pending 8,59,600/- share warrants has been converted to equity share in current financial year i.e. 2025-26 on 14th of March 2026 details for which is provided below:

Sr. No.	Name of the Allottees	Category	Number of Equity Shares issued upon conversion of share warrants during the F.Y. 2025-26
1.	Urmil Aggarwal	Promoter Group	3,00,000
2.	Anju Aggarwal	Promoter Group	5,00,000
3.	Sanmati Advisors	Non-Promoter	59,600
	TOTAL		8,59,600

As on the closure of the financial year on 31st March 2026, No share warrants remained outstanding, for conversion into 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 MGT-7 shall be placed on the Companys website i.e. www.himteknoforge.com after filing annual return on completion of ensuing Annual General Meeting with the Registrar of Companies within the prescribed 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 (Annexure-A)

19. Corporate Social Responsibility (CSR)

The Company is required to spend towards corporate social responsibility under section135 of the Companies Act, 2013.The details on the CSR activities are enclosed as (Annexure-B).

20. Directors

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

During the financial year 2025-2026 Mr. Harpal Singh, Independent Director has resigned from the position of independent Director on 27.07.2025 and Mr. Vijay Aggarwal, was reappointed as a managing Director of the company for term of 3 years with effect from 31/01/2026.

During the financial year 2025-2026, following were the changes in Directors:

S. No.	Name of Director	Nature of change	Date of change
1	Mr. Harpal Singh, Independent Director	Cessation	27/07/2025
2	Mr. Vijay Aggarwal, Managing Director	Re-appointment	31/01/2026

B) Declaration by an Independent Director(s) and re-appointments, if any:

Declarations

Declaration by Mr. Ravikant Dhawan, 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 sub-section (6) of Section 149 of the Companies Act, 2013.

Re-appointments, if any

Mr. Rajiv Aggarwal (DIN 00094198), Director of the Company retiring by rotation and eligible for re-appointment has given his consent and declarations under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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 non-executive 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, Six (6) Board meetings, Five (5) Audit Committee Meetings, One (1) CSR Committee meetings, One (1) Stakeholder Relationship Committee and one (1) 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 and 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 31st March, 2026 are as under:

S. No.	Name of Director	Designation	Position in Committee	Date of appointment
1	Mr. Ravikant Dhawan	Independent Director	Chairperson	29.09.2023
2	Mr. Rajiv Aggarwal	Executive Director	Member	11.09.2013
3	Mr. Kuldip Narain Gupta	Independent Director	Member	10.02.2024

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.

The Audit Committee Meetings were duly convened during the year ended 31st March, 2026 on following dates:

- 24-05-2025, 26-07-2025, 13-08-2025, 11-11-2025 and 30-01-2026.

23. Nomination and Remuneration Committee:

The members of Nomination and Remuneration Committee of the Company as on 31st March, 2026 are as under:

S. No.	Name	Category of Director	Position in Committee	Date Of appointment
1	Mr. Ravikant Dhawan	Independent Director	Chairperson	29-09-2023
2	Mr. Kuldip Narain Gupta	Independent Director	Member	26-12-2020
3	Mrs. Kiran Raghuvinder Singh	Independent Director	Member	29-09-2023

The Nomination and Remuneration Committee Meeting was held One time on 26-07-2025 during the year ended 31st March, 2026.

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 long-term 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 2025-2026.

25. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as (Annexure-C).

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 (Annexure-D).

27. Secretarial Audit Report

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

Management reply toward the Advisory provided in Secretarial Audit report:

The Secretarial Auditor has observed that certain forms were filed after the prescribed due dates with applicable additional fees. The Company has duly filed the said forms and paid the applicable additional fees. The delay was procedural and Technical in nature and did not have any material impact on the operations or financial position of the Company.

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. Ruchita Patel and Associates, Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forms part of the Board Report is enclosed (Annexure-F).

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.

Key Risk	Impact to Company	Mitigation Plans
Commodity Price Risk	Risk of price fluctuation on basic raw materials like steel, components, power used in the process of manufacturing.	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter is mutually discussed and compensated both ways. Also development of New value added products helps in lowering the impact of price fluctuations in all the inputs.
Uncertain global economic environment – slow growth in global economy	Risk of decreasing export revenue due to a slow global economy	Company maintains strong relations with its global customers. Also, Company is constantly developing new products to cater to the export market which helps in reducing this risk.
Foreign Exchange Risk	Any volatility in the currency market can impact the overall profitability.	The Company has a strong customer base in domestic market. Also, the Company takes forward cover for its exports which minimises the risk. In case of major fluctuation either upwards or downwards, the effect will be minimal.
Human Resources Risk	Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company	By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years.
Competition Risk	Every company is always exposed to competition risk. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service. By introducing new product range commensurate with demands, your company plans to mitigate the risks so involved.
Compliance Risk – Increasing regulatory Requirements.	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework, and keeping itself fully updated with any changes in the law, the company is able to mitigate the same.
Industrial Safety, Employee Health and Safety Risk.	The engineering industry is exposed to accidents and injury risk due to human negligence.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee. Proper training at regular intervals for the shopfloor employees is carried out at all the facilities.

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 effectively; 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.

Sr. No.	Grievance Details
(a)	number of complaints of sexual harassment received in the year;	0
(b)	number of complaints disposed off during the year;	0
(c)	number of cases pending for more than ninety day	0

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.

During the Financial year company has transferred an unpaid dividend amount of Rs 29,839.60/- for financial year 2017-2018 to the Investor Education and Protection Fund.

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 F.Y. 2025-2026. 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 30.01.2026 as the Cost Auditors for F.Y. 2026-2027.

The remuneration to be paid to M/s. S.K. Jain & Co., for F.Y. 2026-2027 is subject to ratification by the shareholders at the ensuing Annual General Meeting. Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company.

35. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government

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

36. 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.

37. 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.

38. 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.

39. 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.

40. Acknowledgements

The Board of Directors gratefully acknowledges the assistance and co-operation received from the Banks and Financial Institutions and all other statutory and non-statutory agencies for their co-operation.

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.

By Order of the Board of Directors

Sd/-

Vijay Aggarwal

Chairman

DIN:00094141

Place: Baddi

Dated: 04/09/2026