Hitech Corporation Ltd

Dear Shareholders

Your Directors take pleasure in presenting the Thirty Fourth (34^th) Annual Report together with the Audited Financial Statements for the Financial Year ended March 31,2025.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31,2025, is summarized below:

(Rs in lakhs)

(Amount in US $)

OVERVIEW OF FINANCIAL PERFORMANCE

During the financial year 2024-25,

STANDALONE

• Operating revenue was Rs54,942.94 lakhs as against Rs56,179.47 lakhs in the previous year, a 2.2% marginal decrease.

• EBIDTA is Rs6,318.11 lakhs as against Rs7,398.93 lakhs in the previous year, a decrease by 14.61%.

• Net Profit after tax was Rs798.10 lakhs as against Rs2,200.29 lakhs in the previous year a reduction of approximately 63.73%.

CONSOLIDATED

During financial year 2024-25, the Company incorporated a Wholly Owned Subsidiary viz. Hitech Global Inc. (HGI) in USA in order to explore the opportunities for upgrading manufacturing technology and newer technical knowhow, improve designing capabilities of products and moulds, research and development of innovative materials and sustainable alternatives for circular economy, sourcing new products for the Company and expanding the base of vendors and customers globally as well as for finding new business opportunities, as a step towards becoming a Global Corporation.

The Company also acquired 100% shares in an Indian Private Company viz. Thriarr Polymers Private Limited (Thriarr). Thriarr is engaged in manufacturing of Thermosets and Thermoplastic in electrical switch gear parts and assembly thereof and dies and moulds required for the said activities as well as directly related components and parts necessary therefor.

Since the subsidiaries were formed and acquired during financial year 2024-25, consolidated financial results are not available for earlier periods and the same have thus not been presented in these results.

Given below is the synopsis of consolidated financial performance for financial year 2024-25:

• Operating revenue was Rs56,142.61 lakhs

• EBIDTA is Rs6,522.22 lakhs

• Net Profit after tax was Rs893.67 lakhs

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

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

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

DIVIDEND

The Board of Directors at its meeting held on May 26, 2025, have recommended payment of dividend of Rs1/- (Rupee One only) per Equity Share of Rs10/- each for the financial year ended March 31, 2025, the same amounts to Rs171.76 lakhs. The above is subject to the approval by the shareholders at the ensuing Annual General Meeting of the Company and hence is not recognized as a liability.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, which occurred

between the end of the financial year to which the Financial Statements relate and date of this report.

There were no material changes in the nature of business of the Company during the year under review.

SUBSIDIARY COMPANIES Hitech Global Inc

On April 17, 2024, the Company incorporated Hitech Global Inc ("HGI"), a wholly owned subsidiary in USA to explore the business opportunities globally, for the existing business and explore possibility of getting footprint in the USA market with our design development and technical skills. Also explore possibilities of alternate source of material, technological upgradation, etc. for upgrading manufacturing technology and newer technical knowhow, improve designing capabilities of products and moulds, research and development of innovative materials and sustainable alternatives for circular economy, sourcing new products for the Company and expanding the base of vendors and customers globally as well as for finding new business opportunities.

During the year, the Company invested USD 1,00,000 by way of initial subscription to subscribe to 200 shares (100%) equity share capital of HGI.

Thriarr Polymers Private Limited

On November 13, 2024, the Board of Directors of the Company based on the recommendation of the Investment Committee decided to invest in the share capital of Thriarr Polymers Private Limited ("Thriarr Polymers") with an intention of adding a new product line and enhancing the total addressable market of the Company as well as to improve its international presence.

Accordingly, on February 24, 2025, the Company entered into a Share Purchase Agreement with the shareholders of Thriarr Polymers for transfer of 100% stake i.e. 20,78,763 equity shares on a fully diluted basis in the Company based on the financials prepared as on December 31,2024.

Thereafter, on February 25, 2025, the Company acquired 96% equity shares of Thriarr Polymers and the balance 4% was acquired on March 7, 2025.

Accordingly, Thriarr Polymers became a wholly owned subsidiary of the Company on completion of acquisition of 100% shareholding.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a separate section on the Management Discussion and Analysis giving details of overall industry structure, developments, performance and state of affairs of Company's business, forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) DIRECTORS

Appointment of Directors

• Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on March 27, 2024, had recommended for shareholder's approval, appointment of Mr. Jayendra R. Shah (DIN: 00132613) as Non-Executive Non-Independent Director of the Company, liable to retire by rotation. The said appointment was approved by the shareholders vide Postal Ballot on April 29, 2024, and was effective from the same date. Further he was appointed as the Chairman of the Board with effect from the date of his appointment i.e. April 29, 2024.

• Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on November 13, 2024, had recommended for shareholder's approval, appointment of Dr. Swaminathan Sivaram (DIN: 00009900), as a Non-Executive Independent Director of the Company. His appointment was approved by the shareholders vide Postal Ballot on December 19, 2024, and was effective from the same date.

Re-appointment of Independent Directors

• Based on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on May 16, 2024, had recommended for shareholder's approval, re-appointment of Mr. Aditya Sheth (DIN: 02289144) as Non-Executive Independent Director of the Company for a second term of five years effective from June 25, 2024. His re-appointment was approved by the shareholders vide Postal Ballot on June 21,2024.

• Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 16, 2024, had recommended for shareholder's approval, re-appointment of Ms. Kalpana Merchant (DIN: 00827907) as NonExecutive Independent Director of the Company for a second term of five years effective from February 27, 2025. Her re-appointment was approved by the shareholders in the Annual General Meeting held on July 21,2024.

In the opinion of the Board, Dr. Swaminathan Sivaram,

Mr. Aditya Sheth, and Ms. Kalpana Merchant possess the

required experience, integrity, expertise, and relevant

proficiency to effectively discharge their duties as

Independent Directors of the company.

Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act") and Rules made thereunder and pursuant to Article 108 of Articles of Association of the Company, Mrs. Ina A. Dani (DIN: 00053695), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re- appointment.

Profile and other information of the Director to be reappointed, as required under Regulation 36 of the Listing Regulations and Secretarial Standards - 2 forms part of the notice convening the ensuing Annual General Meeting.

The above proposal for re-appointment forms part of the Notice of the 34^th Annual General Meeting and the relevant Resolutions are recommended for approval of shareholders therein.

b) KEY MANAGERIAL PERSONNEL

Presently, Mr. Malav A. Dani (DIN: 01 184336), Managing Director, Mr. Mehernosh A. Mehta (DIN: 00372340), Wholetime Director, Mrs. Avan R. Chaina, Chief Financial Officer and Mrs. Hetali Mehta, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

Details of Changes in Key Managerial Personnel (KMP)

i) Based on the recommendations of the Nomination and Remuneration Committee, the term of Mrs. Avan R. Chaina, Chief Financial Officer of the Company which expired on February 1 1, 2025, was extended by one year that is till February 11, 2026, by the Board of Directors at its meeting held on February 10, 2025.

ii) Mr. Ashish Roongta (ACS Membership No. 35999) resigned from his position of Company Secretary and Compliance Officer of the Company vide letter dated March 25, 2025, effective from March 27, 2025. His resignation was taken on record by the Board of Directors.

iii) Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on March 25, 2025, approved the appointment of Mrs. Hetali Mehta, a member of Institute of Company Secretaries of India (ACS Membership No. 50317) as Company Secretary and Compliance Officer of the Company w.e.f. April 01,2025, in place of Mr. Ashish Roongta.

c) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors on the Board confirming that:

a) They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as Regulation 16 of the Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.

c) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

d) They have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013 and with the Company's Code of Conduct for Directors and senior management personnel.

d) PERFORMANCE EVALUATION OF BOARD

The Nomination & Remuneration Committee of the Company has formulated process and parameters for the evaluation of the Directors individually, Committees of the Board and the Board as a whole. The parameters for performance evaluation, inter alia, includes performance of the Board on deciding long term strategies, composition of the Board, discharging governance duties and handling critical issues and other price sensitive matters.

Pursuant to the provisions of the Act, read with Rules issued thereunder and Regulation 17 of Listing Regulations, the Board of Directors, based on the criteria/parameters formulated by the Nomination & Remuneration Committee, has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman. The evaluation was carried out based on the ratings of the Directors in the questionnaires circulated to them.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF BOARD

The Board of Directors has constituted the following

Committees and the details pertaining to such Committees

are included in the Corporate Governance Report, which forms part of this Annual Report.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee (non-mandatory)

• Executive Committee

• Investment Committee

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

There were 6 (six) meetings of the Board held during the year. The details of the Meetings of the Board and the Committees thereof, convened during the financial year 2024-25, are given in the Corporate Governance Report which forms part of this Annual Report. During the year, all recommendations made by the Committees were approved by Board.

ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013, the Annual Return in the prescribed format is available at the website of the Company at https://hitech-prod.blr1.cdn. digitaloceanspaces.com/Form MGT 7 36c28dad2c.pdf

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Auditors on its compliance, forms an integral part of the Annual Report.

LISTING OF SHARES & SHARE CAPITAL

The Company's equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSEIL). Further, the applicable listing fees for the financial year 2025-26 have been paid to the respective Stock Exchange(s).

During the financial year 2024-25, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.

AUDITORS AND THEIR REPORT

a. Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Reg. No: 104607W/W100166), were re-appointed as Statutory Auditors of the Company at the 31st Annual General Meeting held on July 16, 2022, to hold office till the conclusion of the ensuing 36th Annual General Meeting to be held for the financial year 2026-27.

The statutory auditor's report for the financial year ended March 31, 2025, does not contain any qualifications, reservations or adverse remarks or disclaimer.

b. Cost Auditors

As the Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company, therefore cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not required, therefore such accounts and records are not made and maintained by the Company. Accordingly, the Company had not appointed any Cost Auditor for the financial year 2024-25.

c. Internal Auditors

M/s. Shashank Patki and Associates, Chartered Accountants, Pune were the Internal Auditors of the Company for the financial year 2024-25.

The Board of Directors of the Company, based on the recommendations of Audit Committee, have appointed, them as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditor attends the meeting of the Audit Committee periodically and their internal audit findings and corrective actions taken are regularly reviewed by the Audit Committee and the Statutory Auditors.

d. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Board had appointed M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Auditors have submitted their Report for the financial year ended March 31,2025, in the prescribed Form MR-3 of the Companies Act, 2013 and is annexed to this report as Annexure A.

The Secretarial Audit Report and Secretarial Compliance Audit Report does not contain any material qualification or reservation.

SEBI vide notification dated December 12, 2024, amended SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations") whereby it mandated listed companies to appoint/re- appoint Individuals as Secretarial Auditor for not more than one term of five consecutive years or Secretarial Auditor firm as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting.

Pursuant to the above and on the recommendation of the Audit Committee and subject to the approval of the

shareholders of the Company at the ensuing Annual General Meeting, the Board of Directors of the Company in their meeting dated May 26, 2025, have approved appointment of M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai (Firm Reg. No. P2003MH008800) as the Secretarial Auditors for a term of 5 consecutive years i.e. from the conclusion of the 34^th Annual General Meeting, till the conclusion of 39^th Annual General Meeting of the Company.

The Company has received written consent and certificate of eligibility in accordance with Regulation 24 (1A) and other applicable provisions of Listing Regulations, from M/s. Nilesh Shah & Associates. They have confirmed to hold a valid Peer Review certificate as required under the Listing Regulations.

Accordingly, approval of shareholders is being sought in the ensuing annual general meeting for appointment of M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai, as Secretarial Auditor of the Company for a term of 5 consecutive years i.e. from the conclusion of the 34^th Annual General Meeting, till the conclusion of the 39^th Annual General Meeting of the Company.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and Rules made thereunder.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The salient features of the Nomination and Remuneration Policy are set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on Company's website under the web link: https://hitech-prod.blr1.cdn.digitaloceanspaces.com/

Nomination and Remuneration Policy 51babb724f.pdf

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the applicable provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The Company has complied with the provisions relating to Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act of 2013. The Company has not received any complaint of sexual harassment at workplace during the year.

Sexual Harassment Policy of the Company is displayed on the Company's website under the weblink: https://hitech- prod.blr1.cdn.digitaloceanspaces.com/Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women at Workplace 1af3bb1318.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a 'Whistle Blower Policy' with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established a mechanism for reporting concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct and Ethics.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website through the following link: https://hitech-prod.blr1.cdn.digitaloceanspaces. com/709497480f365dea74c1e7b00d53f4e6 8c69c68b07.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report forming part of this Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and can be accessed through the web link: https:// hitech-prod.blr1 .cdn.digitaloceanspaces.com/Corporate Social Responsibility Polic 8a6b9be9c7.pdf

During the financial year 2024-25, the Company has spent Rs69.72 lakhs towards CSR. The Annual Report on CSR activities undertaken by the Company during the financial year 202425, is annexed as Annexure B and forms part of this Report.

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

Information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended hereto as Annexure C and forms part of this Report.

TRANSFER OF DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to the amount of dividend transferred to the IEPF during the financial year 2024-25 and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the 'General Shareholders Information' section of Corporate Governance report forming part of this Annual Report.

Members who have not encashed their dividend warrants or whose dividend is unclaimed/unpaid for the year 2017-18 or thereafter are requested to write to the Company's Registrar and Share Transfer Agents, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited). Details of unpaid / unclaimed dividend are provided on Company's website under the web link: https://hitech-prod.blr1.cdn. digitaloceanspaces.com/IFPF 7 7073 74 e30047cde4.pdf

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in Annexure D.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

There were no deposits outstanding as on March 31,2025.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered during the financial year 2024-25 were on an arm's length basis and in the ordinary course of business. There were no material significant related party transactions entered into by the Company with related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large.

Your Company's sales transactions with Asian Paints Limited qualify as material Related Party Transactions ("RPT") under Regulation 23 of the Listing Regulations. Accordingly, Company had obtained shareholders' approval for the said

material related party transactions through Special Resolution at the 32^nd Annual General Meeting held on July 08, 2023, for three (3) financial years commencing from April 1, 2024 till March 31,2027.

As per SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2025/18 dated February 25, 2025, all related party transactions to be entered by the listed entity after April 01, 2025, shall be approved as per the Industry Standards on "Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction". Accordingly, the Audit Committee at its meeting dated May 26, 2025, gave omnibus approval to the material related party transaction to be entered between the Company and Asian Paints Limited for financial year 2025-26, in compliance with the above standards.

Further, as per Regulation 23 (4) of SEBI (LODR) Regulations, 2015, prior approval of shareholders of the listed entity is required before entering into material related party transactions. Accordingly, the Board seeks shareholder's approval in the ensuing annual general meeting for the Material Related Party Transaction to be entered between the Company and Asian Paints Limited for financial year 2025-26.

The Board of Directors of the Company has also formulated Policy on dealing with RPTs and Policy on Materiality of Related Party Transactions in accordance with the amendments to the applicable provisions of the Listing Regulations which are amended from time to time. The said policies can be accessed through the following link: https://hitech-prod. blr1.cdn.digitaloceanspaces.com/Policyon Related Party Transactions And Its Materiality 5274e53884.pdf

The details of the related party transactions of the Company as required under Indian Accounting Standard 24 are set out in Note 43 to the financial statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure E to this Report.

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

The following are details of remuneration paid during financial year 2024-25 to the employees of the Company who are relatives of Director/Director of holding Company, holding an office or place of profit in the Company as on March 31,2025.

(Amount in US $)

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate to the size and nature of its business. The Company periodically tracks all amendments to Accounting Standards and makes necessary changes to the underlying systems, processes and financial controls to ensure adherence to the same.

The Company periodically reviews the internal finance control system. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation of the same were observed.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a Risk Management Policy in place as we believe that an effective Risk management process is the key to sustained operations thereby protecting Shareholder value, improving governance processes, achieving strategic objectives and being well prepared for adverse situations or unplanned circumstances, if they were to occur in the lifecycle of the business activities. The Company has also constituted a Risk Management Committee on voluntary basis.

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

OTHER DISCLOSURES

Your Company during the financial year ended March 31,2025:

a) has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;

b) has not issued Shares having differential rights as to dividend, voting or otherwise;

c) does not have any ESOP Scheme for its

employees / Directors;

d) has not issued Sweat Equity Shares;

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

f) There was no revision of financial statements and Boards report of the Company, during the year under review;

g) During the year under review, the Company provided a loan of Rs2.03 Crores to Thriarr Polymers Private Limited, Wholly Owned Subsidiary of the Company for business purposes. Except from the above, the Company has not provided any loan or given any guarantee. Details of Investment made during the year are set out in Note 5 to the financial statements of the Company;

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

i) The Company does not have any Joint Venture or Associate Company;

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the

Directors state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b. accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2025 and of the profit and loss of the Company for the financial year ended March 31,2025;

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

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

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

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

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and co- operation during the year.

Your Directors wish to express their sincere gratitude for the excellent support and co-operation extended by the Company's shareholders, customers, bankers, suppliers, regulatory and government authorities and all other stakeholders.

For and on behalf of the Board of Directors

Jayendra R. Shah

Place: Mumbai Chairman

Date: May 26, 2025 (DIN: 00132613)

Annexure A to Board's Report