Hitech Corporation Ltd Directors Report

To the Members,

Your Directors take pleasure in presenting the Thirty Fifth (35^th) Annual Report on the business and operations of the Company, together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31,2026.

Financial Results

The financial performance of the Company for the year ended March 31, 2026, on a Standalone and Consolidated basis, are summarized below:

				(C in lakhs)
Particulars	Standalone	Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Sales Revenue	58,425.16	54,942.94	64,040.21	56,142.61
Other Income	253. 10	343.95	427.49	349.81
Total Revenue	58,678.26	55,286.89	64,467.70	56,492.42
Earnings Before Interest, Depreciation & Tax (EBIDTA)	6,660.52	6,318.11	7,884.14	6,522.22
Less: Interest and Financing Charges	1,837.39	1,606.54	1,864.71	1,614.99
Less: Depreciation	3,773.79	3,601.63	3,970.81	3,646.29
Add: Exceptional item	(135.15)	(78.33)	(135.15)	(78.33)
Profit Before Tax	914.19	1,031.61	1,913.47	1,182.61
Less: T-tx Expenses	111.85	233.51	394.61	288.94
Net Profit After Tax	802.34	798.10	1,518.86	893.67
Attributable to:
Shareholders of the Company	802.34	798.10	1,518.86	893.67
Non-controlling interest	-	-	-	-
Other Comprehensive Income	12.31	3.57	47.72	4.83
Total Comprehensive Income for the year	814.65	801.67	1,566.58	898.50
Attributable to:
Shareholders o the Company	814.65	801.67	1,566.58	898.50
Ncn-ccntrclling interest	-	-	-	-
Opening Balance in Retained Earnings	19,684.81	19,054.91	19,782.52	19,054.91
Amount available for Appropriation	20,499.47	19,856.58	21,349.12	19,954.28
Dividend on Equity Shares (for previous financial year)	171.76	171.76	171.76	171.76
Transfer to Capital Redemption Reserve	-	-	-	-
Transfer to General Reserve	-	-	-	-
Transfer to Other Reserve	-	-	-	-
Closing Balance in Retained Earnings	20,327.71	19,684.81	21,177.36	19,782.52

Overview of Financial Performance

During the financial year 2025-26,

Standalone

• The Company recorded a revenue of C 58,425.16 lakhs for the financial year 2025-26, representing a 6.34% increase compared to C 54,942.94 lakhs in the previous year.

• EBIDTA stood at C 6,660.52 lakhs as against C 6,318.11 lakhs in the preceding year, reflecting an increase of 5.42%.

• The Net Profit for the year marginally increased to C 802.34 lakhs, as compared to C 798.10 lakhs in the previous financial year.

Consolidated

• On a consolidated basis, the revenue was C 64,040.21 lakhs for the financial year 2025-26, representing an increase of 14.07% as against C 56,142.61 lakhs in the previous year.

• Consolidated EBITDA for the year was C 7,884.14 lakhs, compared to C 6,522.22 lakhs in the previous year, reflecting an increase of 20.88%.

• The Consolidated Net Profit stood at C 1,518.86 lakhs as against C 893.67 lakhs in the previous year, reflecting an increase of 69.96%.

A separate statement containing the salient features of financial statements of subsidiaries of the Company in the prescribed Form AOC-1 is forming part of this Annual Report, in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder.

The Company does not have a material subsidiary as per the SEBI (Listing Obligations and Disclosure Requirements), 2015, ("Listing Regulations").

The policy on material subsidiaries is available on the website of the company at https://hitech-prod.blr1.cdn. digitaloceanspaces.com/Policy on Material Subsidiaries Final 38bb3badff.pdf

Dividend

Based on the Companys performance for the year under review, your Directors are pleased to recommend a final dividend of 10% (i.e., D 1/- per Equity Share of D 10/- each) for the financial year ended March 31, 2026. The total dividend payout will amount to D 171.76 lakhs.

This dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting (AGM) and will be paid to those members whose names appear in the Register of Members/Beneficial Owners as on the Record Date. In accordance with Ind AS 10 (Events after the Reporting Period), this proposed dividend has not been recognized as a liability as of March 31, 2026.

The dividend, if approved, will be subject to deduction of Income-tax at source (TDS) at applicable rates, as per the provisions of the Income-tax Act, 1961.

Transfer to Reserves

The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year ended March 31, 2026, and proposes to retain the entire amount of profit in the Profit and Loss Account to provide financial flexibility for the Companys future requirements.

Material Changes and Commitments, if any, Affecting the Financial Position of The Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year (March 31,2026) and the date of this report. Furthermore, there has been no change in the nature of the business of the Company during the financial year under review.

Subsidiary Companies

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached as Annexure 1 to this Report.

Hitech Global Inc.

Hitech Global Inc. ("HGI"), a Wholly Owned Subsidiary (WOS) based in USA, continues to serve as the Groups strategic international arm. During the year under review, HGI focused on expanding the Companys global footprint by leveraging its design development and technical expertise to penetrate the North American market. Beyond market expansion, HGI is instrumental in identifying alternative material sources and facilitating technological upgrades to enhance our domestic manufacturing processes.

A key focus for HGI this year has been the research and development of innovative materials and sustainable alternatives, supporting the Companys commitment to a circular economy. By broadening the global vendor and customer base, HGI continues to unlock new business opportunities and improve our overall product design and tooling capabilities.

For the financial year 2025-26, HGI recorded a revenue of D 138.84 lakhs (representing a year-on-year growth of 104%) and a net profit of D 28.88 lakhs.

Thriarr Polymers Private Limited

Thriarr Polymers Private Limited ("TPPL"), a Wholly Owned Subsidiary of the Company, remains dedicated to the manufacturing of high-quality Thermosets and Thermoplastics specifically for electrical switchgear components and assemblies. TPPL also specializes in the precision engineering of dies, moulds, and related parts essential for these operations. The integration of TPPLs manufacturing capabilities continues to provide the Company with a robust supply chain and technical synergy in the electrical components segment.

For the financial year 2025-26, TPPL recorded a revenue of D 5,620.77 lakhs (representing a year-on-year growth of 22%) and a net profit of D 798.57 lakhs (representing a year-on-year growth of 11.45%).

Management Discussion and Analysis

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis (MD&A) Report, providing a detailed overview of the industry structure, business developments, financial and operational performance, internal control systems, and the state of affairs of the Companys business, is presented in a separate section and forms an integral part of this Annual Report.

The Company has ensured that the MD&A contains all disclosures as mandated under Schedule V of the Listing Regulations, including significant changes in key financial ratios and any material developments in Human Resources and Industrial Relations.

Directors and Key Managerial Personnel

a) Chairman

Mr. Jayendra R. Shah, Non-Executive Non-Independent Director, ceased to be the Chairman of the Company w.e.f. conclusion of the 34^th Annual General Meeting held on July 23, 2025, and Dr. Swaminathan Sivaram, Non-Executive Independent Director of the Company was appointed as Chairman effective from the said date.

b) Directors

Appointment/Re-appointment of Director

Re-appointment of Mr. Mehernosh Mehta (DIN:00372340)

Pursuant to the provisions of Sections 196, 197, 198, and 203 read with Schedule V of the Companies Act, 2013 and the Rules made thereunder, and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), at its meeting held on February 10, 2026, recommended the re-appointment of Mr. Mehernosh Mehta (DIN: 00372340) as a Whole-time Director of the Company.

The tenure of his re-appointment is for a period of one (1) year, effective from March 17, 2026. The members of the Company subsequently approved the said reappointment and remuneration via Postal Ballot on March 25, 2026, by way of an Ordinary Resolution.

Appointment of Mr. Mehli Maneck Golvala (DIN:02234105)

In terms of Section 161(1) and 149 of the Companies Act, 2013 and Regulation 17(1C) and 25 of the Listing Regulations, the Board of Directors, acting upon the recommendation of the NRC, appointed Mr. Mehli Maneck Golvala as an Additional Director in the capacity of a Non-Executive, Independent Director of the Company with effect from May 8, 2026. Mr. Golvala holds office up to the date of the ensuing Annual General Meeting (AGM) or within the timelines prescribed under the law, whichever is earlier. The Board has recommended his appointment for a first term of five (5) consecutive years, up to May 7, 2031, for the approval of the shareholders. In compliance with Regulation 17(1C) of the Listing Regulations, the Company shall seek shareholder approval for his appointment within a period of three (3) months from the date of his appointment or at the next general meeting, whichever is earlier.

Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules made thereunder, read with Article 108 of the Articles of Association of the Company, Mr. Jayendra R. Shah (DIN: 00132613), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (AGM) and has not offered himself for re-appointment. Accordingly, upon shareholders approval, Mr. Jayendra Shah shall retire at the conclusion of the 35^th Annual General Meeting.

The performance evaluation and brief profile of Mr. Shah, as mandated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard - 2 (SS-2) on General Meetings, are set out in the Notice convening the 35^th AGM of the Company.

C) Key Managerial Personnel

As of the date of this report, the following officials constitute the Key Managerial Personnel (KMP) of the Company in terms of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Malav A. Dani (DIN: 01184336) - Managing Director

• Mr. Mehernosh A. Mehta (DIN: 00372340) - Wholetime Director

• Mrs. Mugdha Khare - Chief Financial Officer

• Mrs. Hetali Mehta - Company Secretary & Compliance Officer

During the financial year under review and up to the date of this report, the following changes occurred in the KMP composition of the Company:

1. Chief Financial Officer (CFO)

• Cessation: The tenure of Mrs. Avan R. Chaina as the Chief Financial Officer of the Company ended upon expiry of her term on February 11, 2026. The Board places on record its deep appreciation for her valuable contributions during her tenure.

• Appointment: Consequent to the cessation and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors approved the appointment of Mrs. Mugdha Khare as the Chief Financial Officer of the Company with effect from May 8, 2026.

2. Company Secretary & Compliance Officer

• Appointment: Based on the recommendation of the NRC, the Board of Directors at its meeting held on March 25, 2025, approved the appointment of Mrs. Hetali Mehta, a member of the Institute of Company Secretaries of India (Membership No. 50317), as the Company Secretary and Compliance Officer of the Company, effective April 1, 2025, in place of Mr. Ashish Roongta.

D) Declaration By Independent Directors

In terms of the provisions of Section 134(3)(d) of the Companies Act, 2013 ("the Act"), the Company has received annual declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Pursuant to Section 149(7) of the Act, the Independent Directors have further confirmed that:

• Database Registration: They have successfully registered their names in the online data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Absence of Impairment: In accordance with Regulation 25(8) of the Listing Regulations, they are not aware of any existing or reasonably anticipated circumstances or situations that could impair or impact their ability to discharge their duties with objective independent judgment.

• Code Compliance: They have strictly adhered to and complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Companys Code of Conduct for Directors and Senior Management Personnel.

The Board of Directors has reviewed, evaluated, and taken on record the declarations submitted by the Independent Directors. In the opinion of the Board, the Independent Directors fulfill all the conditions specified under the Act, the Rules made thereunder, and the Listing Regulations, and they operate completely independent of the Management.

e) Performance Evaluation of Board

The Board of Directors recognizes that a structured performance evaluation is pivotal to robust corporate governance and board effectiveness. In line with the provisions of the Companies Act, 2013 ("the Act") and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Nomination & Remuneration Committee (NRC) of the Company has formulated a comprehensive framework defining the process, criteria, and specific parameters for performance evaluation.

The evaluation parameters formulated by the NRC encompass macro and micro-level corporate governance facets, including, inter alia:

• The Boards efficacy in steering and determining long-term corporate strategies;

• The structural composition, diversity, and size optimization of the Board;

• The active discharge of fiduciary and statutory governance duties; and

• The proficiency and promptness of the Board in handling critical operational issues, risk mitigation frameworks, and Unpublished Price Sensitive Information (UPSI).

Pursuant to the statutory mandates under the Act and the Listing Regulations, the annual formal evaluation exercise for the financial year 2025-26 is currently in progress. The Board of Directors, strictly utilizing the criteria and quantitative metrics established by the NRC, is evaluating the overall effectiveness of the Board as a whole, its various statutory Committees, individual Directors (with the director being evaluated recusing themselves), and the Chairman of the Board.

The process is being administered via comprehensive evaluation questionnaires circulated digitally to all Directors. Upon the compilation of the ratings and qualitative feedback, a detailed narrative of the evaluation methodology, outcomes, and the definitive manner in which the exercise was concluded will be incorporated into the Corporate Governance Report, which forms an integral part of this Annual Report.

Committees of Board

To ensure sharper focus, enhanced oversight, and rigorous compliance across core strategic and operational areas, the Board of Directors has constituted various specialized Committees. These Committees operate under structured Charters and Terms of Reference defined by the Board, in strict compliance with the relevant provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The composition, terms of reference, meetings held, and attendance during the financial year under review for each of these Committees are detailed comprehensively within the Corporate Governance Report, which forms an integral part of this Annual Report.

The Board has established the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Non-Statutory / Functional Committees of the Board:

• Risk Management Committee

• Finance & Operations Committee (previously known as Executive Committee)

• Investment Committee

Number of Meetings of the Board and its Committees

During the financial year 2025-26, 4 (four) meetings of the Board of Directors were convened and successfully held in accordance with the provisions of the Companies Act, 2013 ("the Act"), the Rules made thereunder, and the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India (ICSI). The maximum intervening gap between any two consecutive meetings did not exceed the statutory limit of 120 days prescribed under Section 173(1) of the Act.

A meticulous disclosure concerning the specific dates of these Board meetings, along with the details of the meetings of all Statutory and Functional Committees convened during the year, and the respective attendance of each Director, is comprehensively provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Recommendations of the Committees:

In line with the highest standards of corporate governance, the Board of Directors functions in tandem with its specialized Committees. During the financial year under review, the Board took into consideration all recommendations made to it by its various Committees (including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee). The Board accepted and acted upon all such recommendations, and accordingly, no advice or recommendation from any Committee was overturned, rejected, or modified by the Board during the year.

Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 ("the Act"), the draft of the Annual Return for the financial year ended March 31, 2026, prepared in the prescribed Form MGT-7, is hosted on the Companys website. Stakeholders can access the

copy of the same via the dedicated web link at: https:// hitech-prod.blr1.cdn. digitaloceanspaces.com/Form MGT 7 36c28dad2c.pdf

Corporate Governance

Compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is an integral part of the Companys philosophy. A separate and detailed report on Corporate Governance, along with the Compliance Certificate received from the Statutory Auditors confirming compliance with the stated conditions, is annexed to this Report and forms part of the Annual Report.

Listing of Shares & Share Capital

The Equity Shares of the Company continue to be listed and actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company confirms that it has paid the annual listing fees to both the respective Stock Exchanges for the financial year 202627 in accordance with the applicable timelines under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year ended March 31,2026, there was no change in the status of the Authorised, Issued, Subscribed, and Paid-up Equity Share Capital of the Company.

As of March 31, 2026, the Share Capital structure stands as follows:

Authorised Share Capital: 60,50,00,000 divided into 6,05,00,000 Equity Shares of C10 /- each.

Issued, Subscribed, and Paid-up Share Capital:

17,17,57,000 divided into 1,71,75,700 Equity Shares of C10 /- each.

Auditors and their Report

a. Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No.: 104607W/W100166), were reappointed as the Statutory Auditors of the Company at the 31^st Annual General Meeting (AGM) held on July 16, 2022, to hold office for a second term of 5 (five) consecutive years from the conclusion of the said 31^st AGM till the conclusion of the 36^th AGM of the Company to be held for the financial year 2026-27.

The Statutory Auditors Report issued by M/s. Kalyaniwalla & Mistry LLP on the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31,2026, does not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments or explanations from the Board of Directors under Section 134(3)(f) of the Companies Act, 2013.

During the financial year under review, the Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

b. Cost Auditors

The provisions of sub-section (1) of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, are not applicable to the Company. Accordingly, the Company is not required to make and maintain cost accounts and records for its business operations during the financial year under review. Consequently, the requirement for the appointment of a Cost Auditor to conduct an audit of cost records under sub-section (2) of Section 148 of the Companies Act, 2013, was not applicable to the Company for the financial year ended March 31, 2026.

c. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. Shashank Patki and Associates, Chartered Accountants, Pune, served as the Internal Auditors of the Company for the financial year ended March 31, 2026.

The Internal Auditors regularly conduct comprehensive reviews of the Companys operational and financial processes. Their internal audit reports, key findings, and the subsequent corrective action plans implemented by the management are periodically placed before and reviewed by the Audit Committee and the Statutory Auditors.

Further, based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Shashank Patki and Associates, Chartered Accountants, Pune, as the Internal Auditors of the Company for the ensuing financial year 2026-27 to maintain continuity of the internal audit framework.

d. Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to the amended Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the shareholders of the Company at their Annual General Meeting (AGM) held on July 23, 2025, approved the appointment of M/s. Nilesh Shah & Associates, Practicing Company Secretaries, Mumbai (Firm Reg. No. P2003MH008800), as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the Financial Year 2025-26 up to the Financial Year 2029-30.

In accordance with the eligibility criteria mandated under Regulation 24A(1A) of the Listing Regulations, M/s. Nilesh Shah & Associates is a Peer Reviewed firm holding a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI), and has confirmed that they do not suffer from any statutory disqualifications for continuing their tenure

Pursuant to Section 204(1) of the Companies Act, 2013 and Regulation 24A(1)(a) of the Listing Regulations, the Secretarial Audit Report in Form MR-3 and the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, duly issued and signed by the Secretarial Auditor, are annexed herewith as Annexure A to this Report.

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Policy on Directors Appointment and Remuneration

Pursuant to the provisions of Section 134(3)(e) read with Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has formulated and implemented a comprehensive policy for the selection, appointment, and remuneration of the Directors, Key Managerial Personnel ("KMP"), and Senior Management Personnel of the Company.

The Policy lays down the foundational criteria for determining qualifications, positive attributes, expertise, and the framework for evaluating the performance and independence of a Director. The remuneration structure is strategically designed to ensure that the level and composition of remuneration is reasonable, sufficient, and aligned to attract, retain, and motivate individuals of the quality required to run the Company successfully, while maintaining a clear balance between fixed and performance-linked incentive components.

In terms of the second proviso to Section 134(3) of the Companies Act, 2013, the salient features of the Nomination and Remuneration Policy have been detailed in brief within the Corporate Governance Report, which forms an integral part of this Annual Report.

The complete Nomination and Remuneration Policy is uploaded and accessible on the Companys official website at the following dedicated web link: https://hitech-prod. blr1.cdn.digitaloceanspaces.com/Nomination and Remuneration Policy 51babb724f.pdf

Policy on Prevention of Sexual Harassment at Workplace

The Company is committed to providing a safe, secure, and conducive work environment that enables employees to work without fear of prejudice, gender bias, and sexual harassment. In line with the mandates of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has formulated and adopted a comprehensive Policy on the Prevention of Sexual Harassment at the Workplace. This Policy extends to all employees across the organization, including permanent, contractual, temporary, and trainee personnel.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Board confirms that the Company has fully complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) across all its administrative and operational offices to redress complaints received regarding sexual harassment.

In accordance with the disclosure requirements under the POSH Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of complaints received and redressed during the financial year are outlined below:

Sl. No. Particulars	Number of Complaints
1. Number of complaints pending at the beginning of the financial year	Nil
2. Number of complaints received during the financial year	Nil
3. Number of complaints disposed of during the financial year	Nil
4. Number of complaints pending at the end of the financial year	Nil

To ensure ongoing awareness, the POSH Policy of the Company is prominently displayed on the Companys official website and can be accessed at the following web link: https:// hitech-prod.blr1. cdn.digitaloceanspaces.com/Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women at Workplace 1af3bb1318.pdf

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has established a robust Vigil Mechanism and formulated a comprehensive Whistle Blower Policy. The primary objective of this framework is to provide a secure avenue for Directors and employees to conduct the Companys affairs in a fair, transparent, and ethical manner, adhering to the highest standards of professionalism, honesty, and integrity.

This mechanism provides a formal platform for reporting genuine concerns regarding unethical behavior, actual or suspected fraud, financial irregularities, or violations of the Companys Code of Conduct and Ethics. In compliance with statutory mandates, the Policy provides for adequate safeguards against the victimization of whistleblowers who avail themselves of the mechanism. It also provides for direct access to the Chairperson of the Audit Committee in exceptional and appropriate cases. The functioning of the Vigil Mechanism is overseen entirely by the Audit Committee of the Company.

The Board of Directors affirms that the Vigil Mechanism is operating effectively across the organization. During the financial year under review, no employee or director was denied access to the Audit Committee or its Chairperson.

The complete details of the Vigil Mechanism and Whistle Blower Policy have been uploaded and are available on the Companys official website at the following dedicated web link: https://hitech-prod.blr1.cdn.digitaloceanspaces. com/709492480f365dea74c1e7b00d53f4e6 8c69c68b02. pdf

Corporate Social Responsibility (CSR)

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has in place a duly constituted Corporate Social Responsibility (CSR) Committee. The Committee functions under a well-defined structure to review, target, and monitor social development initiatives. Detailed particulars regarding the composition of the CSR Committee, its terms of reference, and the meetings held during the year are set out in the Corporate Governance Report, which forms an integral part of this Annual Report.

The comprehensive CSR Policy, as recommended by the CSR Committee and approved by the Board of Directors, outlines the focus areas aligned with Schedule VII of the Act. The Policy is accessible on the Companys website at the following dedicated web link: https://hitech-prod.blr1 .cdn. digitaloceanspaces.com/Corporate Social Responsibility Polic 8a6b9be9c7.pdf

The Companys CSR initiatives are executed systematically in accordance with the annual action plan approved by the Board on the recommendation of its CSR Committee.

During the financial year 2025-26, the statutory CSR obligation of the Company was determined to be C 42.70 lakhs. The Company has fully spent the entire mandatory amount of C 42.70 lakhs towards approved CSR projects during the financial year under review. Consequentially, there is no unspent CSR amount or deficit requiring transfer to any specified fund under Section 135(5) or Section 135(6) of the Act.

Pursuant to Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Chief Financial Officer has certified to the Board that the funds disbursed for CSR activities have been utilized for the purposes and in the manner approved by the Board.

The detailed Annual Report on CSR activities for the financial year 2025-26, structured in the format prescribed under the prevailing rules, is annexed herewith as "Annexure B" and forms an indispensable part of this Boards Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company remains deeply committed to sustainable corporate operations, continuous technological advancement, and prudent global financial management. The internal frameworks across the Companys manufacturing facilities are consistently optimized to maximize energy efficiency, reduce carbon footprint, and integrate state-of-the-art manufacturing technologies.

In compliance with the statutory mandates stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, a comprehensive summary highlighting:

• Conservation of Energy: Major steps taken by the Company toward energy conservation, resource optimization, and the utilization of alternative and renewable energy sources, alongside the total capital investment deployed on energy conservation equipment;

• Technology Absorption: Core efforts made toward technology absorption, adaptation, innovation, and the specific focus areas of Research and Development (R&D) aimed at product and process improvements; and

• Foreign Exchange Earnings and Outgo: A transparent assessment of the foreign exchange earned through export initiatives and the total foreign exchange outgo utilized for operational and capital requirements during the financial year under review, is systematically compiled and appended herewith as "Annexure C", which forms an intrinsic part of this Boards Report.

Transfer of Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of Sections 124 and 125 of the Companies Act, 2013 ("the Act"), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all dividends that remain unclaimed or unpaid for a period of seven (7) years from the date of transfer to the Companys Unpaid Dividend Account are statutorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Furthermore, in accordance with the mandates of the IEPF Rules, all underlying shares in respect of which dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more are also liable to be transferred to the Demat Account of the IEPF Authority.

During the financial year 2025-26, the Company has punctually transferred the eligible unclaimed dividend amounts and their corresponding underlying shares to the IEPF within the prescribed statutory timelines. The granular details of the absolute dividend amounts transferred, along with the specific count of corresponding shares credited to the IEPF Authority, are comprehensively disclosed under the General Shareholder Information section of the Corporate Governance Report, which forms an integral part of this Annual Report.

In compliance with Rule 7(2A) of the IEPF Rules, the Company has appointed a Nodal Officer to co-ordinate with the IEPF Authority, the details of whom are available on the Companys website. The statement containing the names, last known addresses, and unpaid dividend details of the concerned shareholders is systematically uploaded to the Companys investor portal. Shareholders can verify their unclaimed status using the dedicated web link: https://hitech-prod.blr1.cdn. digitaloceanspaces.com/ IEPF 2 2023 24 e30042cde4.pdf

Shareholders who have not yet encashed or claimed their dividend warrants for the Financial Year 2018-19, or for any subsequent financial years, are earnestly requested to initiate their claims immediately to avoid the transfer of their assets to the IEPF Authority. All such claims and verification requests should be directed to the Companys Registrar and Share Transfer : Agent (RTA), Contact details of which are given below:

MUFG Intime India Private Limited

(formerly known as Link Intime India Private Limited)

Address: C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083

Email: investor.helpdesk@in.mpms.mufg.com

Tel: +91 22 4918 6000

Particulars of Employees and Related Disclosures

The disclosure pertaining to the ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other structural details as required under Section 197(12) of the Companies Act, 2013 ("the Act"), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure D" and forms an integral part of this Report.

In terms of the provisions of the fourth proviso to Section 136(1) of the Act, the Boards Report is being sent to the members excluding the statement of particulars of employees specified under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered address of the Company.

Deposits

Your Company has not accepted or renewed any public deposits covered under Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year ended March 31,2026. Accordingly, there are no outstanding, unpaid or unclaimed deposits, nor has there been any default in the repayment of principal or interest amounts as on March 31,2026.

However, the particulars of transactions, receipts of money, or outstanding loans received by the Company which are exempted and not considered as deposits under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, have been appropriately disclosed in the Notes to the Financial Statements. The Company has duly complied with the annual compliance mandate by filing the necessary Return of Deposits / Exempted Transactions in Form DPT- 3 with the Registrar of Companies within the prescribed statutory timelines.

Related Party Transactions

All Related Party Transactions (RPTs) entered into by the Company during the financial year 2025-26 were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered into by the Company with its related parties as defined under Section 2(76) of the Companies Act, 2013, which conflicted with the wider interests of the Company.

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Companys sales transactions with Asian Paints Limited qualify as a material RPT. The Company had previously secured shareholders approval for these transactions via a Special Resolution at the 32^nd Annual General Meeting (AGM) held on July 08, 2023, valid for a block of three financial years spanning from April 01,2024, to March 31, 2027.

However, to accommodate revised commercial volumes and strictly align with evolving regulatory frameworks, the Board of Directors, on the recommendation of the Audit Committee, seeks fresh/enhanced shareholder approval at the ensuing AGM for the material RPTs to be executed with Asian Paints Limited from the conclusion of 35^th AGM till the conclusion of 36^th AGM.

In compliance with the SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2025/18 dated February 25, 2025, all related party transactions are reviewed under enhanced disclosure thresholds. Accordingly, the Audit Committee, at its meeting held on February 10, 2026, reviewed the underlying data and granted its omnibus approval for the RPTs with Asian Paints Limited for the financial year 2026-27, ensuring absolute conformity with the prescribed Industry Standards on "Minimum information to be provided for review of the audit committee and shareholders".

The Board has formulated and implemented a robust Policy on dealing with RPTs and a Policy on Materiality of RPTs, updated in line with periodic amendments to the Listing Regulations. These policies are accessible on the Companys website at the following link: https://hitech-prod.blr1 .cdn. digitaloceanspaces.com/Related party transaction policy Final e0355a4178.pdf.

The disclosures on related party transactions as per Indian Accounting Standard 24 (Ind AS 24) are set out in Note 43 to the financial statements. Additionally, the statement containing particulars of contracts or arrangements with related parties referred to in Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed in the prescribed Form AOC-2 as Annexure E to this report.

Employees, who are relatives of Director/Director of holding Company, holding an office or place of profit in the Company pursuant to Section 188 of the Companies Act, 2013, read with the rules framed thereunder:

Pursuant to the provisions of Section 188(1)(f) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has approved the appointment and remuneration of a relative of a Director of the Holding Company to an office or place of profit.

The details of the remuneration paid during the financial year 2025-26 to such employee, who is holding an office or place of profit in the Company as on March 31, 2026, are as under:

Name of the Employee	Name of the Director & Name of the Holding Company	Nature of Relationship	Remuneration Paid in FY 202526 (D in Lakhs)
Mr. Chirag B. Gosalia	Mr. Bharat Gosalia (Geetanjali Trading and Investments Private Limited)	Son of Director of Holding Company	30.32

Note: The remuneration paid to the above-mentioned employee is within the limits approved by the Audit Committee and the Shareholders, as applicable.

Internal Financial Controls over Financial Reporting (IFCOFR)

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the Company has established an adequate and robust framework for Internal Financial Controls over Financial Reporting (IFCoFR). These controls are commensurate with the size, scale, and complexity of the Companys operations and are designed to ensure the orderly and efficient conduct of its business.

The framework ensures the safeguarding of corporate assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

Key features of the Companys internal financial control system include:

• Standardized Operating Procedures: Well-defined processes, risk-and-control matrices, and clear segregation of duties across all major business functions.

• Regulatory Alignment: Continuous tracking and implementation of updates or amendments to Indian Accounting Standards (Ind AS), statutory regulations, and internal policies into the underlying systems and financial controls.

• Independent Review: Periodic evaluation of the design and operating effectiveness of the control framework by internal and statutory auditors, with oversight by the Audit Committee.

During the financial year 2025-26, these controls were rigorously tested. Management confirms that no reportable material weaknesses or significant deficiencies in either the design or operation of the internal financial controls were observed.

Risk Management

Pursuant to Section 134 of the Companies Act, 2013, the Company has a Risk Management Policy in place to identify and evaluate various business risks, including those which in the opinion of the Board may threaten the existence of the Company.

We believe that an effective Risk management process is the key to sustained operations thereby protecting Shareholder value, improving governance processes, achieving strategic objectives and being well prepared for adverse situations or unplanned circumstances, if they were to occur in the lifecycle of the business activities. The Company has also constituted a Risk Management Committee on voluntary basis.

Details of the Risk Management Policy and the committee as stated above have been disclosed in the Corporate Governance Report which forms a part of this Annual Report.

Other Disclosures

Your Company during the financial year ended March 31, 2026:

a) has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively;

b) has not issued Shares having differential rights as to dividend, voting or otherwise under Section 43 of the Companies Act, 2013 read with Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014;

c) does not have any ESOP Scheme for its employees / Directors;

d) has not issued Sweat Equity Shares during the year under review;

e) does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees / Directors;

f) There was no revision of financial statements and Boards report of the Company, during the year under review, under Section 130 or 131 of the Companies Act, 2013;

g) The Company has not provided any loan or given any guarantee during the financial year under review. Details of Investment made during the year are set out in Note 5 to the financial statements of the Company;

h) There were no significant / material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future;

i) The Company does not have any Joint Venture or Associate Company as defined under the Companies Act, 2013;

j) There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review; and

k) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with

Section 134(5) of the Companies Act, 2013, the Directors

hereby state that:

a. i n the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b. accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2026, and of the profit of the Company for the financial year ended March 31, 2026;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors place on record their sincere appreciation for the unwavering dedication, hard work, and commitment displayed by employees at all levels, which has been instrumental in driving the Companys performance and growth during the year under review.

The Board also extends its deep gratitude to the Shareholders, Customers, Bankers, Financial Institutions, Suppliers, and Business Associates for their continued trust, support, and confidence in the Company. The Directors also take this opportunity to thank the Central and State Governments, Regulatory Frameworks, and Statutory Authorities for their ongoing co-operation and guidance.

For and on behalf of the Board of Directors
	Swaminathan Sivaram
Place: Mumbai	Chairman
Date: May 20, 2026	(DIN: 00009900)