HMT Ltd Directors Report

To

The Members HMT Limited Bengaluru

Dear Members,

The Board of Directors take pleasure in presenting the 73rd Annual Report on the Business & Operations of your Company and Annual Accounts of the Company for the year 2025-26 along with the Auditors Report and the Comments of the Comptroller & Auditor General of India

Financial Highlights / Performance of the Company (Standalone)

Rs. in Crores

Particulars	2025-26	2024-25
Gross Revenue from Continuing Operations	25.96	26.17
Other Income	57.91	56.27
Total Income	83.87	82.44
Profit Before Depreciation and Finance Costs	19.55	21.19
Depreciation	1.09	1.45
Gross Profit/(Loss)	18.46	19.73
Finance Cost	0.08	0.79
Net profit before exceptional Items	18.38	18.94
Add: Exceptional Items	-	-
Net Profit Before Tax	18.38	18.94
Provision for Tax	1.69	2.84
Net Profit After Tax	16.69	16.10
Profit/Loss from discontinued operations	-	-
Net Profit/(Loss) for the year	16.69	16.10
Other Comprehensive Income	0.06	0.05
Total Comprehensive Income	16.75	16.15

STATE OF COMPANYS AFFAIRS / OPERATING RESULTS

The companys main business portfolios included a product range of Food Processing Machines. The Food Processing Unit recorded a Production of Rs.9.31 Crore as against Rs. 12.58 Crore in the previous year, and Sales of Rs. 8.92 Crore compared to Rs.11.34 Crore in the previous year. The decrease in sales during FY 2025-26 around 21% due to product mix and competitive market.

Auxiliary Business Division, Bangalore has registered a Production (Assembly of Watches) of Rs.10.17 Crore and registered Sales of Rs.17.04 Crore during the year 2025-26 against Rs.9.05 Crore and Rs.14.83 Crores during the previous year respectively and sales includes the Sale of Watches and tractor spare parts (registering a growth of 14.88% in sales).

The Profit Before Tax during the year 2025-26 is Rs. 18.38 Crore as against Rs.18.94 Crore in the previous year.

The company has not transferred any amount to the reserves during FY 2025-26.

Revenue from operations is reported as Rs.142.65 Crore for the year 2025-26 against Rs. 142.31 Crore of previous year. HMT Group has reported a loss of Rs.131.54 Crore in the current year from continuing business against a loss of Rs.143.05 Crore from continuing operation of previous year.

FUTURE OUTLOOK

Dairy Processing Equipment Market

The global dairy processing equipment industry is expected to witness sustained growth, driven by increasing demand for processed and value- added dairy products, rising milk production, and growing investments in food safety, automation and sustainable processing technologies. According

to the OECD-FAO Agricultural Outlook 2025-2034, global milk production is projected to increase by approximately 1.8% per annum over the outlook period, primarily supported by productivity improvements in developing economies. Continued expansion of organised dairy processing, increasing consumer preference for high-quality dairy products, and adoption of automated processing systems are expected to create favourable demand for advanced dairy processing equipment. Furthermore, increasing investments in energy- efficient technologies, digital monitoring systems and hygienic processing solutions are expected to support long-term growth of the dairy equipment industry worldwide

Machine tools market:

The global machine tool industry continued to demonstrate resilience during FY 202526, supported by sustained investments in advanced manufacturing, automation and digital transformation across major industrial economies. According to the Indian Machine Tool Manufacturers Association, Asia accounts for nearly 60% of global machine tool production and consumption, with China, Japan and South Korea continuing to be the leading manufacturing hubs. Europe, led by Germany, Italy and Switzerland, remains a major centre for high-precision and technologically advanced machine tools, while the United States continues to be a significant consumer driven by aerospace, defence and advanced manufacturing industries.

The report highlights that global demand is increasingly shifting towards CNC machine tools, multi-axis machining centres, automation, robotics and Industry 4.0-enabled manufacturing systems to improve productivity, precision and operational efficiency. Continued investments in electric mobility, aerospace, railways, renewable energy and semiconductor manufacturing are expected to support long-term demand for advanced machine tools. These global developments are expected to provide opportunities for Indian manufacturers to enhance technological capabilities, improve product quality and strengthen their participation in global value chains.

The global machine tool industry remained resilient during 2024 despite macroeconomic uncertainties and moderation in manufacturing activity across several economies. According to the IMTMA Comprehensive Report on Indian Metal Working Machine Tool Industry 2025, based on the Gardner Intelligence World Machine Tool Survey 2025, global machine tool production stood at US$ 83.43 billion in 2024, while global consumption was US$ 80.02 billion. Global exports and imports amounted to US$ 45.17 billion and US$ 41.76 billion, respectively. Although these indicators registered a marginal decline compared to 2023, the industry continues to be supported by investments in advanced manufacturing, automation, digitalisation and Industry 4.0 technologies.

SHARE CAPITAL

The Authorized Equity Share Capital of the Company is Rs.1230 Crore and paid-up Equity Share Capital is Rs. 355.60 Crore (355601640 Equity Shares of Rs.10/- each fully paid up).

DEPOSITS

The Company has not accepted any deposits from the public and hence there is no violation of Chapter V of the Companies Act 2013, and the corresponding rules made thereunder.

DIVIDEND

In view of the operating conditions of the Company, the Board has decided not to propose any dividend to the Shareholders. Dividend Distribution Policy is available at link https://www.hmtindia.com/ policies/.

DISCLOSURE AS PER THE SEXUAL HARASSMENT O F WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and following information are submitted.

i. Number of complaints of sexual harassment received in the year - NIL

ii. Number of complaints disposed off during the year - NIL

iii. Number of cases pending for more than ninety days - NIL

FRAUD REPORTING

There was no incident of fraud reported during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board level CSR Committee has been constituted. The composition of the CSR Committee is provided in the Corporate Governance Report. The CSR policy is placed on the website of the Company at https:// www.hmtindia.com/policies/.

The average net profits of the Company during the three immediately preceding financial years is Rs.1710.69 Lakhs, as such, the Company is required to spend at least two per cent of Rs. 1710.69 Lakhs, i.e., Rs.34.21 Lakhs on CSR activities during the FY2025-26 as per the provisions of section 135 (5) of the Companies Act, 2013.

The CSR Annual report for FY 2025-26 is provided as Annexure-1 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments. Details of the CSR activities undertaken during FY2025-26 are enclosed as Annexure-1A.

ENTERPRISE RISK MANAGEMENT

In terms of section 134 (3) (n) of the Companies Act, 2013 & the SEBI (LODR) Regulations 2015, the Company has formulated a Risk Management Policy which is placed on the Companys website https://www.hmtindia.com/policies/.

The Board of Directors of the Company constituted the Risk Management Committee of the Board on 12.07.2021. The composition of the Risk Management Committee is provided in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

No employees of the Company received remuneration in excess of the limits prescribed under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2025-26.

SUBSIDIARY COMPANIES / ASSOCIATE /JOINT VENTURE COMPANY

A. SUBSIDIARY COMPANIES

HMT Machine Tools Limited

The Subsidiary achieved Sales of Rs. 70.55 Crore against Rs. 110.77 Crore and attained Production of Rs. 75.10 Crore as against Rs. 96.46 Crore, in the previous year. Net loss reported is Rs.148.46 Crore during the year 2025-26 against reported loss of Rs.160.99 in the previous year.

HMT (International) Limited

The Subsidiary achieved a turnover of Rs.46.43 Crore during the year 2025-26 as against Rs. 15.35 Crore recorded in the previous year 2024-25. The Subsidiary reported Profit Before Tax (PBT) of Rs.1.14 Crore against Rs.1.99 Crore reported in previous year.

Closure of Subsidiary Company

As per the Cabinet Committee of Economic Affairs (CCEA) decision during the year 2016, the operation of HMT Watches Limited, wholly owned Subsidiary Company, has been closed. Pursuant thereto, HMT Watches Limited filed e-Form STK-2 with C-PACE (Center for Processing Accelerated Corporate Exit), Ministry of Corporate Affairs, Government of India on 5th January 2026 for striking off its name under Section 248 of the Companies Act, 2013. The application was approved by C-PACE on 2nd March 2026, and a notice in Form STK-7 was issued for striking off and dissolution of the Company with effect from 2nd March 2026 and consequently ceased to exist as legal entity.

B. ASSOCIATE /JOINT VENTURE COMPANY

SUDMO-HMT Process Engineers (India) Limited

The Joint Venture Company could not transact any business during the year under review. For the Financial Year 2025-26, this company incurred Net Loss of Rs.0.99 lakhs

Gujarat State Machine Tools Corporation Limited (GSMTC)

This Associate Company between HMT Limited and GIIC Limited discontinued its operations since long. Now, the Board of Directors of GIIC Limited has approved for liquidation of GSMTC which will be subject to approval from Government of Gujarat. The Board of Directors of the Company has also approved in-principle for Liquidation of GSMTC subject to the approval of the Administrative Ministry. Matter is under process.

Salient features of the financial statement of subsidiaries/associate companies/joint ventures are provided in Form AOC-1 in the consolidated financial statements for the FY2025-26.

INDIAN ACCOUNTING STANDARDS

The Financial Statements have been prepared to comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and relevant amendment rules issued thereafter, as applicable to the Company and other provisions of the Act.

REDUCTION IN SHARE CAPITAL

Honble National Company Law Tribunal (NCLT) vide its Order dated 16.10.2018 has confirmed/ approved reduction in share capital of the Company from Rs.1204.09 Crores to Rs.355.60 Crores by reduction of 848490000 Equity Shares of Rs.10/- each held by President of India (as per the Cabinet Approval). Registrar of Companies, Karnataka (ROC) has registered the NCLT order on 17.11.2018 and issued Certificate of Registration confirming the Reduction of Share Capital of HMT Ltd. However, the process of reduction of share capital in the records of Stock Exchanges and Depositories is pending for procedural compliances which are under process in consultation with Registrar and Share Transfer Agent (RTA). The shareholding of President of India is 279566626 of Rs.10/- each, equivalent to 78.62% shareholding in the Company as against 1128056626 equity share of Rs.10/- each shown as per RTA records. Hence there is a difference between Paid up Share Capital of the Company as per Audited Financial Statements and Shareholding Pattern provided by RTA.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Companies Act 2013 and SEBI (LODR) Regulation, 2015, Consolidated Financial Statements of the Company along with that of the Subsidiaries for the financial year 2025-26, conforming to the applicable Accounting Standards, are attached to this Report along with the Auditors Report on the same.

The financial information of each of the Subsidiary Companies has been furnished as part of the Consolidated Balance Sheet of the Company. Separate audited accounts of the Subsidiary Companies will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts and other information of each of the Subsidiary Companies will be available for inspection by any member at the Registered Office of the Company & on the Companys website www.hmtindia.com.

HUMAN CAPITAL

The employee strength of the Company (HMT Limited) as on March 31, 2026, stood at 39 Nos. comprising of various categories of employees in manufacturing plants and other offices.

The number of employees on the rolls of the Company as on March 31, 2026 in SC/ST, Exservicemen, Physically Handicapped and Women Employee Categories etc. is detailed below:

Scheduled Castes	9
Scheduled Tribes	2
Other Backward Classes	7
Ex-Servicemen	0
Persons with Disabilities	0
Women employees	14
Minorities	2

PERSONNEL AND INDUSTRIAL RELATIONS

The Personnel and Industrial Relations situation in the Company during the year, remained cordial.

IMPLEMENTATION OF OFFICIAL LANGUAGE

The Company is making continuous and dedicated efforts towards the effective implementation of the Official Language Act, Rules, and Policies in strict accordance with the directives issued by the Government. The primary objective of these initiatives is to progressively enhance the usage

of Hindi across all administrative, technical, and operational activities of the organization. To ensure proper monitoring and strict compliance, an Official Language Implementation Committee (OLIC) has been actively constituted and functions across all units, subsidiary companies, and the Corporate Office located in Bengaluru.

To foster a supportive environment and propagate the official language, Hindi Diwas / Hindi Week was celebrated with great fervor across all units of the company during September 2025. During this period, various competitive events were successfully organized for the employees and executives of HMT Limited and its subsidiary companies stationed at the Corporate Headquarters. These events featured competitions such as Pictorial Narrative (Chitrakatha /Chitrarath), Extempore Speech (Ashubhashan), Official Language Written Quiz, and Miscellaneous (Vividha) categories. Prizes and accolades were distributed to the successful participants during a grand Hindi Diwas valedictory function. In tandem with these celebrations, a specialized Official Language workshop was also conducted to enhance the functional and linguistic skills of the workforce.

As part of regular institutional practices to assimilate Hindi into daily workflows, the Hindi Word of the Day is prominently displayed across key notice boards. Employees are consistently motivated to utilize the official language in their routine noting and drafting, and are specifically encouraged to append their official signatures in Hindi. Additionally, Hindi newspapers are procured on a daily basis to keep the workforce well-informed and culturally connected to the language. Furthermore, the companys Hindi Officers, executives, and staff members regularly and actively participate in institutional meetings, technical events, online webinars, and Hindi Month celebrations organized under the aegis of the Town Official Language Implementation Committee (TOLIC / Nagar Rajbhasha).

VIGILANCE ACTIVITIES

The Chief Vigilance Officer appointed by the government of India heads the Corporate Vigilance Department of the company. Ministry of Heavy Industry vide its order No. 5(47)/2010-P.E.X dated 30 th August 2024 has assigned the charge of CVO HMT Limited to Shri. Vikas Agarwal, ITS (1997), for an initial period of 03 years from the date of assumption of charge of the post or until further orders, whichever is earlier.

The Corporate Vigilance Department carries out vigilance function in the Holding Company as well as Subsidiary Companies. Vigilance function in the manufacturing Units and Marketing Offices are looked after by Vigilance Officers, under the guidance of Chief Vigilance Officer.

All the Unit Vigilance Officers send their monthly Vigilance/Inspection Reports and Surprise Inspection reports to CVO. Reports so received are scrutinized at CVO Office for further action. Unit Vigilance Officers also verify Annual Property Returns submitted by the employees of the Unit.

A part from regular inspections by Unit Vigilance O fficers, CVO conducts CTE (Chief Technical

Examiner at CVC) type inspections of high value purchase/contracts and systems by visiting various subsidiaries and Units.

Violations of rules and procedures observed during the inspection of files by CVO/ Unit VOs were recorded and depending upon the seriousness of the deviations further actions are taken. Unit Vigilance Officers are advised to discuss deviations noticed by them during their inspection; in the quarterly Vigilance Workshop and advice the concerned officers that the violations of rules and procedures pointed out by the Vigilance Department should not be repeated.

Vigilance Awareness Week 2025, Preventive Vigilance activities was campaigned for 3 months from 18 th Aug 2025 to 17 th Nov 2025 as a precursor to VAW with the theme Vigilance: Our Shared Responsibility yai^ai : wrt ^fHfkiO was

observed in all Units and Offices of HMT Limited and Subsidiary Companies as per the guidelines of CVC.

As a part of capacity building program the employees of HMT Limited and Its Subsidiaries employees were trained and details are given below:

Sr. Subject matter of Training No	No. of Master Trainers trained	No. of Employees trained including those trained by the Master Trainers	Total no. of Employees Trained
1 Investigation & Report	2	83	85
2 Framing of Chargesheet	2	83	85
3 Conducting CTE Type Intensive Examinations	2	87	89
Total	6	253	259

VAW Integrity Pledge: (Online & Offline mode)

Integrity Pledge	504
Quiz	231
Slogan
Essay
Cartoon
Short Speech

Sl. No. Activities	Details
1 Distribute Pamphlets/ Banners	P amphlets were made and distributed among the employees of the organization
2 Conduct of Workshop/ Sensitization programs	MTA (Ajmer)
	- Conducted workshop on Vigilance Awareness for Newly Recruited Officers.
	MTK (Kalamassery) - Conducted workshop on Roles & Responsibilities in Association with HR department for newly joined Project Associates.
3 Issue of Journal/ Newsletter	NIL
4 Any other activities	Walkathon was conducted on 28.10.2025 at 10:00AM at HMT Machine Tools Limited, Bangalore for 2Kms to create and spread awareness on Vigilance. Around 40 employees participated in the event

Sl. No. Name of the Course on iGOT No of Employees who have completed the course during the campaign period	No of Employees
1 Vigilance Clearance	4
2 Vigilance Angle	5
3 Work Ethics	17
4 Leadership in Project Management	7
5 Supervisory Behavior	6
6 Procurement in Gem	1
7 Code of Conduct for Government Employees	2
8 Swachh Bharat Mission an Overview	1
9 Time Management	1
10 RTI	1
11 Stress Management	1
Total	46

Emphasis was laid on preventive vigilance by striving towards strict adherence to all rules and procedures and all norms of transparency in tendering process. Some of the systems improvement suggested are:

1. Suggested online filling of APAR of the officials.

2. Suggested online filling of property returns of the officials

3. Proposed to update HMT Purchase manual.

4. Suggested that land records be digitalized a nd properly maintained with comprehensive details along with information regarding physical possession of the same.

5. Online transaction for making payments and receipt of payment.

6. Maximizing procurement through GeM Portal.

7. Suggested Periodic inspection on Audit Report (Finance).

8. Suggested for physical verification of the o ccupants of the quarters be conducted. If a ny encroachment or alteration in the basic structure of the quarters is observed, suitable administrative action may be initiated to address such irregularities

9. Suggested for updation of Delegation of power and policy of gifting of watches.

10. Suggested for Implementation of DPE Model CDA Provision for HMT Limited and Its Subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Management Discussion and Analysis is appended to this Report separately as Annexure-2.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (LODR) Regulation, 2015, a Report on Corporate Governance is appended as Annexure-3 to this Report along with the Compliance Certificate from the Auditor as Annexure-3A.

I NFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under the Companies (Accounts) Rules, 2014 are appended as Annexure-4.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(C) of the Companies Act, 2013:

- that in the preparation of the annual financial s tatements for the year ended 31.03.2026, the applicable accounting standards has been followed along with proper explanation relating to material departures;

- that such accounting policies have been selected a nd 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 the Company at the end of the financial year and of the profit and loss of the Company for the year ended on that date;

- that 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;

- that the annual financial statements have been prepared on a going concern basis;

- that proper internal financial controls were in p lace and are adequate and were operating effectively;

- that proper systems to ensure compliance with the provisions of all applicable laws were i n place and were adequate and operating effectively;

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31, 2026 on its website at https://www.hmtindia.com/ investor relation/ar/

AUDITORS

M/s. G R S M & Associates, Chartered Accountants, Bengaluru were appointed as Statutory Auditors of the Company and its Auxiliary Business Division (ABD) for the year 2025-26 by the Comptroller & Auditor General of India. M/s. R K Muley & CO., Chartered Accountants, was also appointed as Branch Auditor for the Food Processing Machinery Division, Aurangabad of the Company.

Replies to the observations by the Statutory Auditors in their Report are given as Annexure-5.

The Financial Statement (Standalone and Consolidated) of the Company are subject to comments of C&AG of India under section 143(6) (b) read with Section 129(4) of the Companies Act, 2013 which shall be sent to shareholders separately, with replies, if any.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed M/s. M&A Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company from the financial year 2025-26 to financial year 2029-30.

The report of the Secretarial Auditor for the Financial Year 2025-26 in the prescribed Form No. MR-3 is appended as Annexure-6 to this report. The replies and explanations provided by the Board of Directors to the qualifications, observations, or remarks made by the Secretarial Auditor in their report are attached as Annexure-6A.

S ECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2025-26 of HMT Machine Tools Limited & HMT (International) Limited, an Unlisted Material Subsidiaries of the Company along with replies to observations are appended as Annexure-7, 7A, 8 & 8A to this report.

B USINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As per BSE circular no. 20240510-48 & NSE circular no. NSE/CML/2024/11 dated: May 10, 2024, the BRSR can be provided as a LINK in the Annual Report of the Company instead of publishing the whole report. As such the BRSR FY2025-26 can be accessed from the link https://www.hmtindia.com/wp- content/uploads/2026/09/Business-Responsibility- and-Sustainability-Report-(BRSR)-FY-2025-26.pdf

EVALUATION OF THE PERFORMANCE OF BOARD & ITS COMMITTEES

Being a Government Company, HMT is exempted in terms of the MCA Notifications dated June 5, 2015 & July 5, 2017, from the evaluation of performance of all members of the Board of the Company which is being done by the Administrative Ministry i.e., the Ministry of Heavy Industries and/ or by the Department of Public Enterprises (DPE), Government of India.

The terms of reference of Board Level Committees are approved by the Board. The minutes of Board Level Committees are placed before the Board for its perusal.

BOARD MEETINGS

During the financial year, Seven Board Meetings were held and the details are given in the Corporate Governance Report.

B OARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Being a Government Company, the appointment and fixation of terms and conditions of all Directors (including tenure & remuneration of Functional Directors) are made by the Government of India.

The appointment/ remuneration in respect of KMPs and Senior Management Personnel are governed by the policies covered in HMTs personnel manual in line with DPE guidelines.

The following changes have taken place in composition of the Board of Directors / Key Managerial Personnel: Ministry of Heavy Industries vide its order dated 28th March 2025 has conveyed approval of competent authority for appointment of Dr. Kartik Chandulal Bhadra as Non-Official Director / Non-Official Independent Director on the Board of Directors of HMT Limited for a period of one year, from the date of notification of his appointment, or until further orders, whichever is earlier. Dr. Kartik Chandulal Bhadra (DIN: 09453387) has been inducted as Independent Director on the Board of Directors of the Company w.e.f., 01 st April, 2025.

Ministry of Heavy Industries vide its Order dated 28th April, 2025 and 26th June, 2025 has extended the entrustment of additional charge of the post of Chairman & Managing Director of HMT Limited to Shri. Rajesh Kohli, Executive Director, Bharat Heavy Electricals Limited (BHEL), for a period w.e.f. 05th April, 2025 to 30th June, 2025 and for a period beyond 30th June, 2025 to 24th March, 2026 i.e. date of his attaining the age of superannuation in BHEL respectively, or till the joining of a regular incumbent, or until further orders, whichever is earliest, subject to the approval of the Appointment Committee of the Cabinet (ACC). Shri Rajesh Kohli ceased to hold the additional charge of Chairman & Managing Director, HMT Limited, on 24th March, 2026.

Ministry of Heavy Industries vide its order dated 23rd May, 2025 conveyed the extension of additional charge of the post of Director (Finance), HMT Limited to Smt. Sameena Kohli, General Manager (Finance), Bharat Heavy Electricals Limited (BHEL), for a further period of one year w.e.f. 25.05.2025 to 24.05.2026, or till the joining of a regular incumbent, or until further orders, whichever is earliest, subject to approval of the Appointments Committee of the Cabinet (ACC).

Ministry of Heavy Industries vide its order dated 7th July 2025 has conveyed approval of competent authority for appointment of Shri. Datania Dineshbhai Ramjibhai as Non-Official Director / Non-Official Independent Director on the Board of Directors of HMT Limited for a period of three years, from the date of notification of his appointment, or until further orders, whichever is the earlier. Subsequent to the obtaining of Director Identification Number, Shri. Datania Dineshbhai Ramjibhai (DIN: 11193263) has been inducted as Independent Director on the Board of Directors of the Company w.e.f. 15th July, 2025.

Ministry of Heavy Industries vide Order dated 14th July, 2025 has informed the appointment of Shri. Prem Chandra Maurya, Joint Secretary, Ministry of Heavy Industries as Government Nominee Director on the Board of HMT Limited, Bengaluru with immediate effect and until further orders in place of Dr. Renuka Mishra, Economic Adviser, Ministry of Heavy Industries. Subsequent to the obtaining of Director Identification Number (DIN), Shri. Prem Chandra Maurya (DIN: 11198433) has been inducted on the Board of Directors of the Company w.e.f. 17th July, 2025.

Consequent upon attaining the age of superannuation, Ms. Arti Bhatnagar (DIN No.10065528), Government Nominee Director was relieved of her position on the Board of HMT Limited on 30.09.2025.

Ministry of Heavy Industries vide its order dated 09 th February, 2026 has informed the appointment of Shri. Asit Gopal, SS & FA, Ministry of Heavy Industries (MHI), as Government Nominee Director on the Board of HMT Limited with immediate effect, until further orders in place of Ms. Arti Bhatnagar, the then SS & FA, Ministry of Heavy Industries. Shri. Asit Gopal, Special Secretary & Financial Advisor (SS & FA), Ministry of Heavy Industries, has been inducted as Government Nominee Director on the Board of Directors of HMT Limited w.e.f. 10th February 2026.

Ministry of Heavy Industries vide its order dated 24 th March, 2026 has entrusted the additional charge of the post of Chairman & Managing Director of HMT Limited to Shri. N Ramesh Kumar, Executive Director, Bharat Heavy Electricals Limited (BHEL), for a period of one year with effect from 25.03.2026 or till the joining of a regular incumbent or until further orders, whichever is the earliest, subject to the approval of the Appointment Committee of the Cabinet (ACC). Shri. N Ramesh Kumar (DIN:11630127 has been inducted as Chairman & Managing Director, (Additional Charge) on the Board of Directors of the Company w.e.f 25 th March, 2026 on his assumption of charge.

Upon completion of term as Non-Official Independent Director, Dr. Kartik Chandulal Bhadra ceases to be a Non-Official Independent Director of the Company effective from 28th March, 2026.

Except as stated above, there are no other changes t o the composition of Board of Directors / Key Managerial Personnel of the Company during the financial year.

Ministry of Heavy Industries vide its order dated 27 th April, 2026 has informed the appointment of Ms. Nigar Fatima Husain, AS & FA, Ministry of Heavy Industries (MHI), as Government Nominee Director on the Board of HMT Limited with immediate effect, until further orders in place of Shri. Asit Gopal, SS & FA. Ms. Nigar Fatima Husain, (DIN: 11688785) has been inducted as Government Nominee Director on the Board of Directors of HMT Limited w.e.f. 27th April 2026.

Ministry of Heavy Industries vide its order dated 21 st May, 2026 has conveyed the extension of entrustment of additional charge of the post of Director (Finance), HMT Limited to Smt. Sameena Kohli, General Manager (Finance), Bharat Heavy Electricals Limited (BHEL), w.e.f. 25.05.2026 to 24.05.2027, or till the joining of a regular incumbent to the post, or until further orders, whichever is earliest, subject to approval of the Appointments Committee of the Cabinet (ACC).

Ministry of Heavy Industries vide its order dated 14th August 2026 has conveyed approval of competent authority for appointment of Shri. Dharmender Varada (DIN: 00056981) and Smt. Seema Mishra (DIN: 08022967) as Non-Official Directors / NonOfficial Independent Directors on the Board of Directors of HMT Limited for a period of three years with effect from the date of notification of their appointment, or until further orders, whichever is the earlier. Accordingly, Shri. Dharmender Varada and Smt. Seema Mishra have been inducted as Independent Directors on the Board of Directors of the Company w.e.f., 17th August, 2026 and for a period of three years from the date of Government Order dated 14th August, 2026, or until further orders, whichever is the earlier.

Shri. N Ramesh Kumar (DIN: 11630127), Ms. Nigar Fatima Husain (DIN: 11688785), Shri. Dharmender Varada (DIN: 00056981) and Smt. Seema Mishra (DIN: 08022967) are proposed for appointment as Directors in terms of Article 67 of the Articles of Association of the Company read with Section 160 of the Companies Act, 2013, at the ensuing Annual General Meeting. The Nomination and Remuneration Committee has recommended the appointment of Shri. N Ramesh Kumar and Ms. Nigar Fatima Husain, and the Board of Directors of IDKnnt the Company has recommended the appointment of all the aforesaid Directors.

Smt. Sameena Kohli, Director (Finance) (Addl. Charge) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board recommends her reappointment.

Shri. N Ramesh Kumar, Chairman and Managing Director (Additional Charge), Smt. Aparna R., Chief Financial Officer and Shri. Kishor Kumar S, Company Secretary are the Key Managerial Personnels (KMPs) as defined under Section 2 (51) of the Companies Act, 2013 as on 31.03.2026.

DECLARATION FROM INDEPENDENT DIRECTOR & REGISTRATION IN THE DATA BANK MAINTAINED BY IICA

As per section 149(7) of the Companies Act, 2013, During the FY2025-26, the Company has received declaration from Dr. Kartik Chandulal Bhadra and Shri. Datania Dineshbhai Ramjibhai, Independent Directors of the Company. Independent Directors of the Company have registered themselves with Independent Directors data bank of Indian Institute of Corporate Affairs (IICA) in compliance with Companies (Creation and Maintenance of database of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and Dr. Kartik Chandulal Bhadra and Shri. Datania Dineshbhai Ramjibhai, Independent Directors have qualified the online proficiency self-assessment test conducted by IICA. In the opinion of the Board, the Independent Director possesses integrity, necessary expertise and experience.

CODE OF CONDUCT

A declaration by the Chairman & Managing Director (Additional Charge) for having obtained affirmation of compliance of the Code of Conduct by the Board Member (s) and Senior Management for the year ended on March 31, 2026 is appended to this report as Annexure-9.

INTERNAL FINANCIAL CONTROLS

With reference to financial statements, the Company has adequate internal financial controls in place. A detailed note with respect to Internal Financial controls is given in the Management Discussion and Analysis Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the financial position of the company which occurred between 31 st March 2026 and date of signing of this Report.

RELATED PARTY TRANSACTIONS

The details of related party transactions are given in the notes to the Financial Statements.

All Related Party Transactions entered into during the year were in Ordinary Course of the Business and at Arms Length basis. No Material Related Party Transactions, i.e., transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered into during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

During FY2025-26, there were no instances of providing Guarantees and making Investments covered under the provisions of Section 186 of the Companies Act, 2013. Details of Loans covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

There are no instances of one-time settlement during the financial year 2025-26.

STATUS ON COMPLIANCE WITH THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year 2025-26.

OTHER DISCLOSURES

The Register of Members and Share Transfer records both in respect of the shares held in physical and depository form are maintained by M/s. KFin Technologies Limited, the Registrars & Share Transfer Agents of the Company.

No significant and material orders have been passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and Companys operations in future.

As on 31 st March 2026, no amount is required to be transferred to Investor Education and Protection Fund (IEPF).

During FY 2025-26, maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 is applicable to the Company. Accordingly, such records have been made and maintained by the Company.

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge and are thankful to the various Departments and Ministries in the Government of India, particularly the Ministry of Heavy Industries, Ministry of Corporate Affairs, Comptroller and Auditor General of India, Principal Director-Commercial Audit, Statutory and Branch Auditors, various State Governments, Foreign Collaborators, the Subsidiary Companies, Suppliers, Reserve Bank of India, UCO Bank and the valued Customers of the Company both in India and abroad for their continued co-operation and patronage.

Your Directors would also like to take this opportunity to express their appreciation for the hard work and sincere contributions and commitment of all the HMT employees and look forward to their continued services in pursuit of building a world class HMT.

For and on behalf of the Board of Directors

Place: Bengaluru
Date: 07-09-2026

(N. Ramesh Kumar)
Chairman & Managing Director
(Addl. Charge)
DIN:11630127