The Hi-Tech Gears Ltd Directors Report

BOARD S REPORT (F.Y. 2025-26)

Dear Members,

Your directors are pleased to present herewith the 40^th Annual Report of your Company, together with the Audited Financial Statements of the Company for the Financial Year ending on March 31, 2026. Further, the consolidated performance of the Company and its subsidiaries have been referred to wherever required.

HIGHLIGHTS OF THE FINANCIAL PERFORMANCE

The highlights of the Standalone and Consolidated financial performance of the Company are as below:

( in million except EPS)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
1. Income
a) Revenue from operations	6486.50	6389.93	8885.64	9068.07
b) Other operating revenues	181.17	186.16	198.61	201.57
c) Other income	138.45	120.03	143.80	117.17
Total Income	6806.12	6696.12	9228.05	9386.81
2. Expenses
a) Cost of material consumed	3409.61	3316.51	4574.03	4515.73
b) Purchases of stock-in-trade	73.73	156.36	73.73	156.36
c) Changes in inventories of finished goods and work in progress	-6.65	-64.88	-57.50	-50.90
d) Employee benefits expense	1070.09	948.30	1755.06	1635.43
e) Finance costs	78.38	118.71	148.49	213.71
f) Depreciation and Amortization expense	353.66	327.71	673.37	634.66
g) Other expenses	1381.35	1257.72	1728.01	1654.16
Total expenses	6360.17	6060.43	8895.19	8759.15
3. Profit/(loss) before exceptional items and tax (1-2)	445.95	635.69	332.86	627.66
4. Income from exceptional items	0	0	0	0
5. Profit/(loss) before tax (3+4)	445.95	635.69	332.86	627.66
6. Total Tax Expense	115.41	161.91	123.07	224.03
7. Net Profit for the Year (5-6)	330.54	473.78	209.79	403.63
8. Other Comprehensive Income	13.44	-111.20	268.90	-142.86
9. Total Comprehensive Income for The Year (7+8)	343.98	362.58	478.69	260.77
10. Other equity as per statement of assets and liabilities	4773.73	4518.01	5038.25	4647.82
11. Paid-up equity share capital (Face value of 10/- per equity share)	188.13	187.93	188.13	187.93
12. Earnings per equity share (Face value of 10/- per equity share)
(a) Basic (in )	17.59	25.23	11.16	21.49
(b) Diluted (in )	17.57	25.19	11.15	21.46

GENERAL INFORMATION

India s automobile story has been rewritten over the last decade. What began in 2014 with the Make in India initiative has evolved into one of the country s most significant industrial success stories turning domestic car manufacturing into a global growth engine and positioning electric vehicles as the next frontier of expansion. Smart policy choices, targeted incentives, and steady infrastructure investment have combined to place India firmly on the world automotive map. The results speak for themselves: rising investment inflows, a wave of innovation, deeper localization of parts and production, and a sector now recognized as one of the fastest growing in the global economy.

The Indian automobile industry continued to demonstrate robust growth during the Financial Year 2025-26, reinforcing its position as one of the key contributors to the nation s manufacturing sector and economic development. India remains the world s largest manufacturer of three-wheelers, among the top two manufacturers of two-wheelers, among the top four manufacturers of passenger vehicles, and among the top five manufacturers of commercial vehicles globally.

The industry witnessed record-high production and sales across major vehicle segments during the year under review. Growth was supported by strong consumer demand, favourable macroeconomic conditions, improved affordability, enhanced availability of financing, reduction in interest rates, implementation of economic reforms, and increasing adoption of electric vehicles. Export performance also remained encouraging, reflecting the growing global acceptance of Indian automotive products and strengthening India s position in international markets.

As per data released by the Society of Indian Automobile Manufacturers (SIAM), total vehicle production during FY 2025-26 increased to 34.71 million units from 31.04 million units in FY 2024-25. Domestic sales rose to 28.27 million units as compared to 25.61 million units in the previous Financial Year, while exports increased to 6.65 million units from 5.36 million units, demonstrating healthy growth across the industry.

Among various segments, domestic sales of two-wheelers and three-wheelers recorded notable growth. Two-wheeler sales increased from 19.61 million units in FY 2024-25 to 21.71 million units in FY 2025-26, while three-wheeler sales rose from 0.74 million units to 0.84 million units during the same period. Export performance was also encouraging, with passenger vehicle exports increased from 0.77 million units to 0.91 million units. Exports of commercial vehicles, three-wheelers, and two-wheelers also registered growth, reflecting sustained demand in international markets. The Indian automotive industry continues to present compelling long-term growth opportunities, supported by robust domestic demand, infrastructure development, favorable policy interventions, and rapid technological transformation. These structural drivers are expected to stimulate investments across the automotive value chain, including auto components, electric mobility, precision engineering, dealership networks, financing ecosystems, and allied infrastructure. As the industry evolves, companies with strong technological capabilities, manufacturing excellence, and customer-centric innovation will be well-positioned to create enduring value. A detailed assessment of industry developments and the Company s outlook is provided in the Management Discussion and Analysis section of this Annual Report.

The year presented a business landscape defined by both challenges and opportunities. While global economic volatility, inflationary pressures, and geopolitical developments continued to test businesses across industries, they also accelerated the need for greater agility, innovation, and operational excellence. Against this backdrop, your Company remained steadfast in executing its long-term strategy, strengthening manufacturing excellence, advancing technology-led capabilities, improving operational efficiencies, and deepening partnerships with customers. Driven by its unwavering commitment to Excellence, Integrity, Commitment, and Transparency, the Company continued to build a resilient and future-ready enterprise focused on delivering sustainable value for all stakeholders.

STATE OF COMPANY AFFAIRS

Your Company, recognized as a world-class Indian brand, stands out for its strategic focus on innovation, sustainability, and resilience amid a volatile economic landscape. Beyond cost competitiveness, its success is driven by strict adherence to schedules and high-quality standards. This achievement is made possible by the unwavering commitment of our employees, customers, suppliers, and shareholders.

Detailed information on the operations and on the state of affairs of the Company is majorly covered in the Management Discussion and Analysis Report, forming part of this report. Throughout the Financial Year, your Company has consistently maintained operational efficiency and stability. During the Financial Year 2025-26, on a standalone basis, the total Income stood at 6,806.12 million, compared to the last Financial Year 2024-25 at 6,696.12 million. The Profit Before Tax during the year is 445.95 million. Similarly, the Profit After Tax of the Company is 330.54 million. On a consolidated basis, the total Income is 9,228.05 million in the Financial Year 2025-26, as compared to the last Financial Year 2024-25

9,386.81 million. The Profit Before Tax 332.86 million declined this year as compared to 627.66 million in the previous Financial Year 2024-25. Similarly, the Profit After Tax of the Company in the Financial Year 2025-26 is 209.79 million in comparison to 403.63 million in the previous year.

On the export front, on a standalone basis, the Company recorded an export turnover of 1732.26 million as compared to 2197.13 million in the previous year. The share of total export turnover stood at 25.98% of the total turnover of the Company.

Your Company is well-positioned to sustain its growth trajectory, supported by its strategic initiatives, operational efficiencies, and continued emphasis on innovation and integrity. Barring any unforeseen developments or adverse macroeconomic conditions, the long-term outlook of the Company remains positive.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ( Act ) and IND AS-110 on Consolidated Financial Statements, read with IND AS-28 on Investments in subsidiaries outside India, the Audited Consolidated Financial Statements for the Financial Year ended March 31, 2026, form part of this report.

THE HI-TECH GEARS LIMITED STOCK INCENTIVE PLAN, 2021 ( THGL SIP 2021 / PLAN ) Your Company has implemented an employee stock option plan namely The Hi-Tech Gears Limited Stock Incentive Plan, 2021 covering the Employees of the Company and its existing or future Subsidiary Companies. The scheme was approved by the shareholders in the Annual General Meeting of the Company held on Wednesday, September 29, 2021, by way of Special Resolution.

In line with the Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a statement giving complete details, as on March 31, 2026, is available on the website of the Company: https:/ /www.thehitechgears.com/generalmeetings.php During the Financial Year under report, the Nomination and Remuneration Committee vide its resolution dated February 24, 2026, has allotted 20,330 equity shares of 10/- each of the Company, pursuant to exercise of stock options by the eligible employees of the Company and its subsidiary companies, under the The Hi-Tech Gears Limited Stock Incentive Plan, 2021 . The equity shares allotted rank pari-passu with the existing share capital of the Company. Except as stated herein, there was no other change in the share capital of the Company.

SHARE CAPITAL

During the Financial Year under review, the paid-up Equity Share Capital of the Company has been increased from 18,79,32,170 (comprising of 1,87,93,217 Equity Share of 10/- each) to 18,81,35,470 (comprising of 1,88,13,547 Equity Share of 10/- each) pursuant to allotment of 20,330 equity shares of 10/- each, to the eligible employees of the Company and its subsidiary companies, under the The Hi-Tech Gears Limited Stock Incentive Plan, 2021 .

DIVIDEND

The Board of Directors, at its meeting held on May 29, 2026, recommended a final dividend @ 40% i.e. 4.00/- per equity share of 10/- each subject to the approval of the shareholders at the 40^th Annual General Meeting. Pursuant to The Finance Act, 2020 read with Income Tax Act, 1961 dividend declared/recommended and paid by the Company after April 1^st, 2020, is taxable in the hands of shareholders and the Company is required to deduct the tax at source ( TDS ) on the distribution of dividend income to its shareholders at the prescribed applicable rates. In view of this, the Company will also send the communication to shareholders to inform them of their status, PAN, and other details, so that the Company can comply with the provisions accordingly.

TRANSFER TO RESERVES

During the Financial Year under review, no amount has been transferred to the Reserves of the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the Financial Year 2025-26.

COMPLIANCE WITH SECRETARIAL STANDARDS ( SS )

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

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company s internal financial controls were adequate and effective during Financial Year 2025-26.

In terms of section 134(3)(c) and Section 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

(b) that such accounting policies have been selected and applied consistently and made judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and of the profit and loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

(d) that the annual financial statements have been prepared on going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

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

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

In view of the requirement of the Companies Act, 2013, the Company has successfully documented and implemented its Internal Financial Controls (IFC). This ensures orderly and efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, accuracy, prevention of errors and completeness of the accounting records and the timely preparation of reliable financial information. The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company s internal financial control framework. There is no material weaknesses observed as of March 31, 2026.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Followings are the Subsidiaries of the Company-

Sr. No. Name of the Entity	Relationship
1. 2545887 Ontario Inc., Canada	Wholly Owned Subsidiary
2. Neo-Tech Smart Solutions Inc., Canada	Wholly Owned Subsidiary
3. Neo-Tech Auto Systemz Inc., USA	Wholly Owned Subsidiary
4. The Hi-Tech Gears Canada Inc.	Wholly Owned Step-Down Subsidiary
5. Teutech Holding Corp., USA	Wholly Owned Step-Down Subsidiary
6. Teutech Leasing Corp., USA	Wholly Owned Step-Down Subsidiary
7. Teutech LLC, USA	Wholly Owned Step-Down Subsidiary

The Board has duly reviewed the affairs of the subsidiary companies, from time to time wherein, 2545887 Ontario Inc., and The Hi-Tech Gears Canada Inc. are considered to be Material Subsidiary companies, pursuant to provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI (LODR) Regulations, 2015 ) and on the basis of financials for the period ended on March 31, 2026. Further, there is no material change in the business of subsidiary companies, and the Company has taken note of all the significant transactions and arrangements entered into by its subsidiaries. The other financial and vital details related to subsidiaries are provided in attached AOC-1 form as Annexure-I (Statement containing salient features of the financial statement of subsidiaries), pursuant to section 129 and section 136 of the Companies Act, 2013 and rules made thereunder.

Pursuant to the provisions of the Companies Act, 2013 and applicable accounting standards, the standalone and consolidated financials together with the reports of Statutory Auditors are provided in the Annual Report. Further, the Company s policy for determining material subsidiaries in terms of applicable SEBI (LODR) Regulations, 2015 and other applicable laws is available at https://www.thehitechgears.com/codespolicies.php Further, there is no change in the Subsidiary/Joint Ventures/Associate Companies during the year.

DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND EVALUATION

The Board is duly constituted with proper balance of Executive, Non-Executive Directors and Independent Directors including Independent Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 read with Section 149 of the Companies Act, 2013.

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under: a) Appointment/Re-appointment During the year under review, the Board of Directors ( Board ), on approval and recommendation through resolution by circulation dated April 24, 2025, approved the appointment of Mr. Vishal Seth, as Non-Executive-Independent Director in the Company w.e.f. April 25, 2025, as per applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 duly approved by the shareholders subsequently via Postal Ballot.

Further, the Board, appointed Mr. Vijay Mathur as Whole Time Director and Key Managerial Personnel and Mr. Ramakrishnan Ramanathan Non-Executive - Independent Director w.e.f. July 24, 2025, of the Company and on recommendations of the Nomination and Remuneration Committee ( NRC ), re-appointed Mr. Deep Kapuria as Chairman and Whole Time Director, Mr. Pranav Kapuria as Managing Director, Mr. Anuj Kapuria as Whole Time Director and Key Managerial Personnel w.e.f. October 01, 2025.

Subsequently, the approval of members was also obtained in AGM held on September 27, 2025, for aforesaid appointments.

Further, the Board in their meeting held on Thursday, August 06, 2026, based on the recommendation of the Nomination and Remuneration Committee, recommended to the shareholders for reappointment of Mr. Rajiv Batra as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a second consecutive term of five (5) years w.e.f. November 02, 2026, and Continuation of Mr. Bidadi Anjani Kumar as a Non-Executive Non-Independent Director who will attain the age of 75 years on March 25, 2027. b) Retirement by Rotation Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bidadi Anjani Kumar (DIN-00022417) and Mr. Kawal Jain (DIN-00910924) are liable to retire by rotation at the 40^th Annual General Meeting and being eligible to offer themselves for re-appointment. A brief profile of Mr. Bidadi Anjani Kumar (DIN-00022417) and Mr. Kawal Jain (DIN-00910924) is provided in the Notice for convening the 40^th Annual General Meeting.

c) Resignation/Retirement of Director

During the year under review, Mr. Girish Narang, Whole Time Director and Key Managerial Personnel and Mr. Sameer Gupta, Non-Executive Independent Directors, resigned with effect from the closure of business hours of April 24, 2025, and June 20, 2025, respectively, from the Company and Board of Directors took note of the same. d) Changes in Key Managerial Personnel During the Financial Year under review, Mr. Girish Narang, Whole Time Director and Key Managerial Personnel, resigned with effect from the closure of business hours of April 24, 2025.

Further, Mr. Vijay Mathur, appointed as Whole Time Director and Key Managerial Personnel w.e.f. July 24, 2025, of the Company and Mr. Deep Kapuria as Chairman and Whole Time Director, Mr. Pranav Kapuria as Managing Director, Mr. Anuj Kapuria as Whole Time Director and Key Managerial Personnel were re-appointed w.e.f. October 01, 2025, Further, the Board of Directors took note of resignation of Mr. Kapil Rajora, CFO of the Company, effective from closing business hours of January 13, 2026, and appointed Mr. Vinod Raheja, as the Chief Financial Officer and Key Managerial Personnel (CFO and KMP) of the Company, w.e.f. January 14, 2026, as approved by the Nomination and Remuneration committee and Audit Committee.

Except as stated above, there were no changes in the Key Managerial Personnel of the Company during the year.

e) Key Managerial Personnel s ( KMP ) Mr. Deep Kapuria (Chairman and Whole-Time Director), Mr. Pranav Kapuria (Managing Director), Mr. Anuj Kapuria (Executive Director), Mr. Vijay Mathur (Executive Director), Mr. Vinod Raheja (Chief Financial Officer) and Mr. Naveen Jain (Company Secretary) are designated as KMPs, as on March 31, 2026.

However, after the end of Financial Year, Mr. Vijay Mathur was appointed as Executive Director and Chief Financial Officer (CFO) of the Company w.e.f. May 29, 2026, in place of Mr. Vinod Raheja who has resigned from the office of Chief Financial Officer and ceased to be Key Managerial Personnel (CFO and KMP) with effect from the closure of business hours on April 25, 2026.

f) Independent Directors The Board has 7 (Seven) Independent Directors including (1) one Woman Independent Director as on March 31, 2026, representing diversified fields and expertise. Details are provided in the appropriate section of the Corporate Governance Report.

The Independent Directors have submitted their declaration of independence, pursuant to the provisions of section 149(7) of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of SEBI (LODR) Regulations, 2015, as amended from time to time, stating that they meet the criteria of Independence as provided in section 149(6) of Companies Act, 2013 and applicable provisions the SEBI (LODR) Regulations, 2015.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read along with the Rules made thereunder and are independent of the Management.

Over the years, your Company has established a robust familiarization process for Independent Directors, aligned with applicable laws and regulations. This includes an overview of the corporate profile, organizational structure, details of subsidiaries and Board members, relevant codes of conduct, and the mandates of committees to which the Directors are appointed.

Details of the familiarization programme are explained in the Corporate Governance Report and are also available on your Company s website and can be accessed at https://www.thehitechgears.com/ codespolicies.php.

(g) Meetings of the Board/Committee

The Board met 6 (Six) times during the Financial Year 2025-26 to conduct the operations of the Company. The details of the Meetings are given in the Corporate Governance Report, which forms part of this Annual Report. It is confirmed that the gap between two consecutive meetings was not more than (120) one hundred and twenty days as provided in section 173 of the Companies Act, 2013. For further details related to the Committee composition and meetings kindly refer to the Corporate Governance Report as required by LODR.

(h) Annual Evaluation of the Board, its committees and of Individual Directors Pursuant to the provisions of the Companies Act, 2013 and the SEBI

(LODR) Regulations, 2015, the Board carried out a formal annual performance evaluation of its own performance, the Chairman, individual Directors and the working of the different committees. Such evaluation is done through the established evaluation framework and the SEBI Guidance Note. The framework included different tools such as individual questionnaires, covering various information required to have the evaluation. All the layers of the Board, such as the Board, Committees and the Independent Directors performed their part by evaluating the performances of the other Directors as mandated. The Company has also devised a policy for evaluating the performance of Independent Directors, Board, Committees, and other individual Directors which forms part of the NRC policy and is also available on https://www.thehitechgears.com/codespolicies.php.

AUDITORS AND THEIR REPORTS

a) Statutory Auditors

M/s. YAPL and Co., Chartered Accountants (Firm Registration No. 017800N) the Statutory Auditors of the Company, were appointed in the 36^th Annual General Meeting for a term of five consecutive years, till the conclusion of 41^st Annual General Meeting of the Company to be held in the year 2027.

The Auditors Report does not contain any qualification, reservation or adverse remark and does not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act. With respect to the point no.

(vii)(b) in Annexure A to Auditors Report relating to non-deposit of disputed taxes, the Board wishes to inform that those matters are related to regular tax matters for which the Company has preferred appeal to Appellate Authorities. The necessary explanations are also provided in Note 38 to the Standalone Financial Statements. The rest of the report by the Statutory Auditors is self-explanatory. Please refer to the Notes to Accounts, wherever necessary.

Further, there were no fraud reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013. b) Cost Auditors As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of the Company, on the recommendations of the Audit Committee, has approved the appointment of M/s. Kabra and Associates, Cost Accountants (Registration No. - 00075) as the Cost Auditors of the Company to conduct a cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2027. They have furnished a certificate confirming their eligibility and independence in accordance with Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this Annual General Meeting. The resolution approving the above proposal is being placed for approval of the Members in the Annual General Meeting. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.

The Company has maintained the cost records/accounts as specified under section 148(1) of the Companies Act, 2013 for the products/ services covered.

c) Secretarial Auditors The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by ICSI.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, inter-alia requires every listed Company to annex with its Board s Report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed format. M/s. PG & Associates, Company Secretaries, was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive Financial Years, commencing from the Financial Year 2025-26 to the Financial Year 2029-30, at the 39^th AGM held on September 27, 2025, and their report is annexed to this Board Report (Annexure-II). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Additionally, pursuant to Regulation 24(A) of the SEBI (LODR) Regulations, 2015, read with applicable SEBI circulars issued from time to time, the Company has undertaken and received an Annual Secretarial Compliance Report from M/s. PG &Associates, Company Secretaries and submitted the same to the stock exchanges within the specified time period.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. M/ s. Grant Thornton Bharat LLP is the continuing Internal Auditors, who regularly present their quarterly report to the Audit Committee, highlighting observations, system and procedure related lapses, if any, and corrective actions being taken to address them.

INVESTOR EDUCATION AND PROTECTION FUND ( IEPF )

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) upon completion of seven years from the date of their transfer to the Unpaid Dividend Account.

Further, in accordance with the aforesaid Rules, the shares in respect of which dividends have remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred by the Company to the demat account of the IEPF Authority.

The details of such dividends and shares transferred pursuant to the aforesaid provisions are provided under Point No. 11 of Section XIV (General Shareholder Information) of the Corporate Governance Report. The list of such shareholders is also available on the website of the Company at https://www.thehitechgears.com/unclaimedshares.php. In compliance with the aforesaid Rules and amendments thereto, the Company has sent the requisite communications to the concerned shareholders whose shares were liable to be transferred to the IEPF Authority, enabling them to claim the dividend(s) pertaining to such shares before the transfer is effected. The relevant details in this regard are also available on the website of the Company under the Investors section for the convenience of shareholders.

Members may refer to the refund procedure prescribed by the IEPF Authority for claiming the amounts and shares transferred to the IEPF, as available at https://www.iepf.gov.in/IEPF/refund.html In view of this, those shareholders whose dividend is unpaid or unclaimed must claim it at the earliest. The dividend and equity shares, once transferred into IEPF a/c can only be claimed by the concerned shareholder from IEPF Authority after complying with the procedure prescribed under the Rules and any amendment thereof.

Accordingly, during the Financial Year 2025-26 and up to the date of approval of this Report, the Company has transferred 1,611 equity shares to the IEPF Authority in respect of which dividend remained unpaid or unclaimed for seven consecutive years.

Mr. Naveen Jain, Company Secretary is also the Nodal Officer of the Company, pursuant to rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of which are available on the website of the Company at https:// www.thehitechgears.com/investors.php.

ANNUAL RETURN

As required pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the Annual Return of the Company for the Financial Year 2025-26 shall be filed within 60 days from the ensuing AGM or within such extended time as may be provided by the MCA through notification and same shall be uploaded on the Company s website and can be accessed at https://www.thehitechgears.com/annualreport.php . The Annual Return for the Financial Year 2024-25 filed with the Ministry of Corporate Affairs after the 39^th Annual General Meeting held in the year 2025 is available on the Company s website at https:// www.thehitechgears.com/annualreport.php

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Energy Conservation, Technology Absorption, Research and Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in Annexure-III, to this Report.

REPORT ON CORPORATE GOVERNANCE

In terms of the SEBI (LODR) Regulations, 2015, a report on the Corporate Governance is given separately and forming part of this Report and a certificate from the M/s. PG & Associates, Company Secretaries confirming compliance with the provisions of Corporate Governance is also annexed to the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is given separately and forms part of this report together with its contents.

RISK MANAGEMENT POLICY

Although, pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015, provisions of constituting Risk Management Committee are not applicable to the Company. The Company has adopted an enterprise Risk Management Policy and established a Risk Management Framework with an objective of timely identification, mitigation and control of the risks, which may threaten the existence of the Company, in accordance with the provisions of the Companies Act, 2013.

Further, pursuant to Regulation 17(9) of the SEBI (LODR) Regulations, 2015, the Board periodically reviews and monitors the risk management framework and mitigation measures adopted by the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder the Company has adopted and developed a Policy covering the activities mentioned in Schedule VII of Companies Act, 2013, upon the recommendation of CSR Committee. Implementation of the policy is undertaken under the guidance of the CSR Committee, and a briefing of the Composition of Committee along with the Corporate Social Responsibility activities is provided in Annexure-IV.

The CSR policy lays down CSR activities to be undertaken by your Company. The CSR activities undertaken by your Company are based on the approved CSR policy, which is available on the Company s website https://www.thehitechgears.com/codespolicies.php

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015, all material related party transactions require prior approval of the shareholders by way of an ordinary resolution, wherever applicable. The Audit Committee, Board and shareholders approvals were obtained as required under applicable laws. All transactions entered by the Company with the parties, which may be regarded as related parties, were considered to be in the ordinary course of business and on an arm s length basis.

The Policy on materiality of related party transactions pursuant to Regulation 23 of SEBI (LODR) Regulations, 2015, as approved by the Board can be accessed on the Company s website https:// www.thehitechgears.com/codespolicies.php Further, as provided under section 134(3)(h) of the Companies Act, 2013 and Rules made thereunder, disclosure of particulars of transactions with related parties entered into by the Company with related parties in the prescribed format is annexed to this report as Annexure-V. Disclosures on related party transactions are also set out in Note No. 36 to the Standalone Financial Statements and Note No. 37 to the Consolidated Financial Statements.

PAYMENT OF DIVIDEND THROUGH ELECTRONIC MODE

In terms of the applicable SEBI regulations and circulars, the Company provides the facility of electronic credit of dividend directly into the bank accounts of Members through various electronic modes approved by the Reserve Bank of India. Members holding shares in dematerialised form are requested to ensure that their bank account particulars are updated with their respective Depository Participants (DPs).

Members holding shares in physical form are requested to furnish their bank account details, to the Company s Registrar and Share Transfer Agent (RTA).

Members may note that pursuant to SEBI Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, as amended from time to time, and the SEBI Master Circular for Registrars to an Issue and Share Transfer Agents (RTAs), holders of physical securities are required to furnish PAN, contact details, bank account details and specimen signature for their respective folios.

Further, security holders whose folios do not have PAN, contact details, bank account details and specimen signature updated shall be eligible: (a) to lodge grievance or avail any service request from the RTA only after furnishing the prescribed KYC details; and (b) to receive any payment, including dividend, interest or redemption amount, in respect of such folios only through electronic mode with effect from April 1, 2024.

Accordingly, Members holding shares in physical form are requested to update their PAN, KYC details, nomination details, bank account particulars and specimen signature with the Company s RTA at the earliest to avoid any inconvenience in receiving dividend and availing investor services. Members are also encouraged to hold their securities in dematerialised form, which provides enhanced convenience, safety and ease of transacting in securities.

POSTAL BALLOT DURING THE FINANCIAL YEAR 2025-26

During Financial Year, the Company has taken approval from members once through postal ballot details of which is mentioned in Point XI General Body Meeting of Corporate Governance Report.

CODE OF CONDUCT OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders ( Code of Conduct for Insiders ). This Code of Conduct for Insiders is intended to prevent misuse of Unpublished Price Sensitive Information ( UPSI ) by designated persons. The same has been placed on the Company s website https://www.thehitechgears.com/ codespolicies.php

In accordance with the Code of Conduct for Insiders, the Company closes its trading window for Designated Persons and their relatives, from time to time. The trading window is also closed during and after the occurrence of price sensitive events as per the said Code of Conduct for Insiders.

CODE OF CONDUCT

Your Company has adopted the Code of Conduct for its Board Members and Senior Management personnel pursuant to SEBI (LODR) Regulations, 2015. The code of conduct is also placed on the website of the Company https://www.thehitechgears.com/codespolicies.php The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed to the Corporate Governance Report.

SHARE CAPITAL AUDIT

M/s. GAA and Partners LLP, Company Secretaries, carried out the Share Capital Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid-up capital as on March 31, 2026, is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificates were submitted to the Stock Exchanges on a quarterly basis and were also placed before the Board Meetings.

LISTING OF SHARES

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges of the Country viz., the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE). Pursuant to Regulation 14 of SEBI (LODR) Regulations, 2015, the annual listing fees for the year 2025-26 have been paid within the prescribed time period.

DEPOSITS

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made thereunder.

DEMATERIALIZATION OF THE EQUITY SHARES

99.76% of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on March 31, 2026. Pursuant to the applicable provisions of the Securities and Exchange Board of India (SEBI) and SEBI Circular No. HO/38/13/(3)2026-MIRSD-POD/I/ 3763/2026 dated January 30, 2026, read with the SEBI Master Circular for Registrars to an Issue and Share Transfer Agents, as amended from time to time, listed companies are required to process investor service requests such as issue of duplicate securities certificates, transmission, transposition, claim from Unclaimed Suspense Account and other prescribed requests by issuing securities directly in dematerialized form to the investor s demat account, after completion of the prescribed verification and due diligence.

Shareholders submitting such investor service requests are required to have an active demat account and furnish a duly attested Client Master List (CML), not older than two months, along with Form ISR-4 and such other documents as may be prescribed by SEBI. Upon verification of the request and supporting documents, the Company s Registrar and Share Transfer Agent (RTA) shall initiate the dematerialization process and credit the securities directly to the investor s demat account within the timelines prescribed by SEBI.

Further, shareholders holding shares in physical form are advised to furnish or update their PAN, nomination, contact details, mobile number, bank account details, specimen signature and other KYC particulars with the Company s RTA in accordance with the applicable SEBI circulars. Shareholders are also encouraged to dematerialize their physical shareholding to facilitate expeditious processing of investor service requests and seamless receipt of corporate benefits.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-VI.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members through electronic mode. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@thehitechgears.com.

REMUNERATION POLICY

In terms of provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (LODR) Regulations, 2015, a policy relating to remuneration for the Directors, Key Managerial Personnel and other senior employees has been adopted by the Board of Directors of the Company in pursuance of its formulation and recommendation by the Nomination and Remuneration Committee thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at https://www.thehitechgears.com/codespolicies.php The salient features of the policy are provided in the attached Corporate Governance Report.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by the Committee are accepted by the Board. The details of the Audit Committee are given in the Corporate Governance Report.

VIGIL MECHANISM POLICY

The Company has a Vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations, and concerns about unethical conduct to the Audit Committee under this policy. No personnel have been denied access to the Audit Committee during the year. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the Company s website at https://www.thehitechgears.com/codespolicies.php

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has implemented the policy as Policy on Prevention and Redressal of Sexual Harassment of Women at Workplace which is available at the website of the Company at https://www.thehitechgears.com/ codespolicies.php The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Details of the Complaints received, resolved and pending under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are given below-

Sr. No. Details of Sexual Harassment Complaints
1. No. of Complaints pending at the beginning of the Financial Year 2025-26	Nil
2. No. of complaints received during the Financial Year 2025-26	Nil
3. No. of complaints resolved within the Year 2025-26	Nil
4. No. of cases pending beyond 90 days	Nil

MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED.

During the Financial Year under review the Company has not extended any Loans to its Wholly owned Subsidiaries or any other entity as per section 186 of the Companies Act, 2013. However, there is an outstanding loan of 80.18 Million as on March 31, 2026, which was extended to 2545887 Ontario Inc. during Financial Year 2021-22. The details of the investments made by the Company are mentioned in Note No. 8 of the standalone Financial Statements for the year ended March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to the provisions of Section 134(3)(L) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE There is no significant and/or material order passed by the regulators or courts impacting on the going-concern status of the Company, other than the order passed under Insolvency and Bankruptcy Code, 2016, by tribunal (NCLT/NCLAT), the details of the same is provided under the head of Details of Proceedings pending under the Insolvency and Bankruptcy Code, 2016 of this Report.

DETAILS OF PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE ( Code ), 2016.

The following are the details of proceedings and their status thereof at the end of the Financial Year 2025-26:

Sr. No. Particulars	Status
1. Details of any application filed for CIRP	In the matter of commercial dispute of Company with one of supplier M/s. Happy Forgings Limited ( HFL ), the Hon ble National Company Law Tribunal ( NCLT ) Chandigarh passed an Order on August 30, 2024, admitting the Petition under Section 9 of the Code 2016 and appointed an IRP. An appeal was filed before Hon ble National Company Law Appellate Tribunal ( NCLAT ), Delhi challenging the Hon ble NCLT Order and the Hon ble NCLAT, Delhi vide its Order dated September 03, 2024, granted INTERIM STAY of impugned NCLT Order and proceedings of IRP.
2. Status of such application	The STAY of the impugned order of NCLT is continuing and the matter is pending before Hon ble NCLAT, Delhi for hearing.
3. Status of corporate insolvency resolution process, if any, initiated under the IBC	Corporate Insolvency Resolution Process is under STAY by the Hon ble NCLAT, New Delhi.

DETAIL OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

BUSINESS RESPONSIBILITY and SUSTAINABILITY REPORTING As per Regulation 34 of the SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Reporting is not applicable to the Company.

PERSONNEL

The Board of Directors places on record their appreciation of the untiring efforts of the employees of the organization at every level. The efforts to create a family-like atmosphere continued throughout the year. Like the many years gone by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all-round improved performance of your Company. The Company encourages by rewarding and recognizing employees for their long-term commitment as and when the opportunity arises.

TRADE RELATIONS

The Board of directors, place on record the appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other stakeholders directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of future growth.

ACKNOWLEDGEMENT

The Board of Directors places on record their sincere appreciation for the assistance, co-operation and valuable support provided to the Company by Customers, Vendors, Banks, Financial Institutions and other stakeholders and hope to continue to receive the same in future. Your directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support and confidence in the management of the Company.

	By Order of the Board
	For The Hi-Tech Gears Limited
	Sd/-
Place: New Delhi	Deep Kapuria
Dated: August 06, 2026	Chairman

ANNEXURE - I OF BOARD S REPORT

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) (Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures) Part A : Subsidiaries

(Amount in Mn)

Sr. No. Name of Subsidiary	2545887 Ontario Inc. ( 254 )	The Hi-Tech Gears Canada Inc (Formerly known as Teutech Industries Inc.) ( Teutech )	Teutech Holding Corp. ( Teutech Holding )	Teutech Leasing Corporation	Teutech LLC	Neo-Tech Auto Systemz, Inc.	Neo-Tech Smart Solutions Inc.
1 CIN/Registration Number	Ontario 2545887	Ontario 001965796	98-0414627	20-0504993	20-0424638	36-4801889 (EIN)	002635220
2 Reporting period	April 25 to March 2026	April 25 to March 2026	April 25 to March 2026	April 25 to March 2026	April 25 to March 2026	April 25 to March 2026	April 25 to March 2026
3 Date of acquisition	March 01, 2017	March 01, 2017	March 01, 2017	March 01, 2017	March 01, 2017	September 21, 2017	May 11, 2018
4 Provisions to which Co. become Subsidiary	Section 2(87)(ii)	Section 2(87)(ii)	Section 2(87)(ii)	Section 2(87)(ii)	Section 2(87)(ii)	Section 2(87)(ii)	Section 2(87)(ii)
5 Reporting currency	CAD	CAD	USD	USD	USD	USD	CAD
6 Exchange rate	Rs 68.16/CAD for	Rs 68.16/CAD for	CAD 1.3939/USD	CAD 1.3939/USD	CAD 1.3939/USD	Rs 94.85/USD for	Rs 68.16/CAD for
	BS Rs 63.91/	BS Rs 63.91/	and then Rs 68.16/	and then Rs 68.16/	and then Rs 68.16/	BSRs 88.35/	BSRs 63.91/
	CAD for PL	CAD for PL	CAD for BS Rs 63.91/	CAD for BSRs 63.91/	CAD for BSRs 63.91/	USD for PL	CAD for PL
			CAD for PL	CAD for PL	CAD for PL
7 Share Capital	1,534.55	2,456.99	162.03	0.00	-	0.64	13.78
8 Reserves and Surplus	(340.93)	(371.74)	268.06	193.53	(237.97)	3.38	(10.91)
9 Total Liabilities	1,970.89	1,889.78	5.85	362.92	550.84	2.25	0.55
10 Total Assets	3,164.50	3,975.03	435.94	556.45	312.87	6.27	3.41
11 Investments	3,164.10	214.45	-	-	-	-	-
12 Turnover	12.85	2,455.42	-	37.59	260.36	-	0.73
13 Profit/ (Loss) before Taxation	3.67	72.13	(0.75)	31.01	(50.25)	0.09	0.09
14 Provision for Taxation/ Earlier year	-	8.28	-	1.72	0.05	-	-
Tax/ DTA/DTL
15 Profit/(Loss) after Taxation	3.67	63.85	(0.75)	29.29	(50.30)	0.09	0.09
16 Proposed dividend	NIL	NIL	NIL	NIL	NIL	NIL	NIL
17 % of shareholding	100%	100% (step down subsidiary)	100% (step down subsidiary)	100% (step down subsidiary)	100% (step down subsidiary)	100%	100%

Notes:

1. Names of subsidiaries which are yet to commence operations: N/A

2. Names of subsidiaries which have been liquidated or sold during the year: NA

Part B : Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Notes:

1. No. of Associates or joint ventures: N/A

2. Names of Associates or joint ventures which are yet to commence operations N/A

3. Names of Associates or joint ventures which have been liquidated or sold during the year. N/A