Hind Rectifiers Ltd

Dear Members,

The Directors present the 67th Annual Report of Hind Rectifiers Limited, along with the Audited Financial Statements for the financial year ended March 31, 2025.

The consolidated performance of the Company and its subsidiaries has been discussed wherever applicable.

(Rs. in lakhs)

OPERATIONS

Revenue from the operations during the year 2024-2025 was

Rs. 65,536.74 lakhs as compared to Rs. 51,755.25 lakhs in the year 2023-2024 showing an increase of 26.63%. Profit before interest, depreciation, and tax was Rs. 7,179.13 lakhs compared to Rs. 4,485.37 lakhs showing an increase of 60.06% because of better product mix and better monitoring Profitbefore cost. exception item was Rs. 5,011.27 lakhs compared to Rs. 2,468.12 lakhs showing of in increase of 103.4% because of monitoring of interest cost. Profit Rs. 1,251.03 lakhs to Rs. 3,711.25 lakhs showing an increase of 196.66%. The Company is continuously putting efforts to achieve better performance. For increasing the business, Company has launched a number of new products during the financial year 2024-2025. For improving the margin, Company is focusing on backward integration and inhouse production of critical components.

The Company continues to focus on the development of new products for Railways and also for other applications. With increased Electric Locomotive production and electrification of routes and Modernization of Railway facilities, demand from Railways is expected to be good. Considering the growth anticipated in various international and domestic projects in power sector and also infrastructure planned by Govt. of India, demand from industrial sector is likely to be good. Although the primary customer continues to be Indian Railways, however, the Company is putting increased focus on developing new products for private rolling stock manufacturers, and Industrial sector by upgrading and expanding existing product lines. after tax has increased to from The Company is also putting efforts for increasing the exports and has set up a subsidiary at UAE. For developing next generation solutions in IT, AI, Web3 and other emerging technologies, Company has set up a subsidiary in India. The Company has healthy order bookings for the financial year 2025-2026. No material changes and commitments have occurred after the close of the year under review till the date of this Report which affect the financial position of the Company. The Company did not undergo any change in the nature of its business during the financial year 2024-2025.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 2 per equity share of face value Rs. 2/- each (@100%), subject to deduction of tax at source, to the shareholders whose names appear in the Register of Members as on the Record Date/book closure date.

The dividend on equity shares, if approved by the members, would result in a cash outflow of Rs. 343.25 lakhs. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. Shareholders are requested to refer to the Notice of the Annual General Meeting for further details.

The Board of Directors has decided to retain the entire profit for the financial year 2024 2025, as reflected in the Statement of Profit and Loss.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2025, stood at Rs. 3,43,25,350. During the year under review, the Company did not issue any shares, convertible securities, or shares with differential voting rights, except for the shares allotted under the HIRECT Employees Stock Option Plan 2018 (ESOP 2018).

None of the Directors of the Company hold any instruments convertible into equity shares of the Company as on March 31, 2025.

EMPLOYEES' STOCK OPTION SCHEME

With a view to attracting and retaining key talent by rewarding performance and motivating employees to contribute to the overall corporate growth and profitability, the Company grants share-based benefits to eligible employees under its ESOP Scheme.

The Company's Employees Stock Option Scheme, viz., ‘HIRECT Employees Stock Option Plan 2018' or ‘ESOP 2018', was approved by the members at the 60th Annual General Meeting held on August 13, 2018, for the 2,50,000 options convertible into an equal number of equity shares.

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees' Stock Option Plan of the Company. The grant and vesting of options are based on the performance of the employee, as may be determined by the Nomination and Remuneration Committee from time to time. The vesting period shall not be less than one year and not more than four years from the date of grant of options. Vesting may occur in one or more tranches. The exercise price shall be based on the market price of the Company's shares, which is defined as the latest closing price on a recognized stock exchange where the shares of the Company are listed, on the trading day immediately preceding the date of the meeting of the Committee at which the grant is approved. The maximum term of the options granted under the scheme shall be five years from the date of grant. The scheme contemplates a fresh issue of shares by the Company

("Primary Shares"). There has been no change in the scheme nor any variation in the terms of the options. The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the financial year 2024 2025, no stock options were granted under the ESOP Scheme. However, 7,002 options lapsed during the year. Please refer to Note 65 in the financial statements for further details.

During the financial year, a total of 19,741 stock options vested, and 24,815 shares were allotted pursuant to the exercise of options approved by the Nomination and Remuneration Committee. The exercise price was Rs. 85 per share (including a face value of Rs. 2). Through the exercise of these options, the Company realized Rs. 21,09,275. Consequently, 24,815 equity shares were issued during the financial year under review. The Company received listing and trading approvals from BSE and NSE on November 26, 2024, and the said equity shares have been listed and admitted for trading on the Stock Exchanges from November 27, 2024.

The details of ESOP 2018, including the terms of reference and the disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company's website at https://hirect.com/wp-content/uploads/2025/05/Disclosure-for-ESOP-2025.pdf.

The Compliance Certificateunder Regulation 13 of the SEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021, issued by the Secretarial Auditor of the Company, is available for inspection by the Members at https://hirect.com/wp-content/uploads/2025/05/Certificate-for-ESOP-2025.pdf.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and, as such, no amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.

BOARD OF DIRECTORS

The composition of the Board and its Committees, the category of Executive and Non-Executive Directors, the familiarization program, and other related information are detailed in the Corporate Governance Report, which forms part of this Report. During the year, the Members approved the appointment of Mr. Vishal Pacheriwala (DIN: 07244575) as an Independent Director, effective May 28, 2024, at the 66th Annual General Meeting held on August 1, 2024.

Mr. Pradeep Goyal (DIN: 00008370), Chairman and Mr. V. K. Bhartia (DIN: 00019810) ceased to be Independent Directors with effect from August 14, 2024, upon completion of their second term on August 13, 2024. The Board places on record its sincere appreciation and gratitude for their valuable contributions, guidance, and unwavering support throughout their tenure. The Board appointed Mr. Suramya Nevatia, the Managing Director & CEO as the Chairman of the Board effective from August 14, 2024.

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Parimal

Merchant (DIN: 00201962), Non-Executive Director, is liable to retire by rotation at the upcoming Annual General Meeting. Being eligible, he has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved and recommends his re-appointment for the consideration of the Members at the Annual General Meeting.

The first term of office of Mrs. Ashlesha Bodas as an Independent Director expires on June 25, 2025, and that of Mr. Vandan Shah as an Independent Director expires on February 9, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended the re-appointment of Mrs. Ashlesha Bodas and Mr. Vandan Shah as Independent Directors of the Company for a second term of five consecutive years, effective from June 26, 2025, and February 10, 2026, respectively. The Board is satisfied with the integrity, expertise, and experience (including proficiency as required under Section 150(1) of the Companies Act, 2013, and applicable rules) of Mrs. Ashlesha Bodas and Mr. Vandan Shah. The Company has received the requisite notices in writing under Section 160 of the Companies Act, 2013.

The term of Mrs. Akshada Nevatia as Executive Director is up to January 14, 2026. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has re-appointed Mrs. Akshada Nevatia as Whole-time Director, designated as "Executive Director" of the Company, for a period of three years with effect from January 15, 2026, to January 14, 2029, subject to the approval of the members at the forthcoming Annual General Meeting. The Company has received the requisite notice in writing under Section 160 of the Companies Act, 2013. Accordingly, the Board recommends the resolution relating to the re-appointment of Mrs. Akshada Nevatia as Whole-time Director designated as "Executive Director" for approval by the members of the Company. The notice of the Annual General Meeting sets out the details of the above re-appointments, including their brief profiles. None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. The Independent Directors have also confirmed their compliance with the Company's Code of Conduct. There has been no change in circumstances affecting their status as Independent Directors of the Company. Furthermore, they are not aware of any circumstance or situation, existing or reasonably anticipated, that could impair or impact their ability to discharge their duties with objective independent judgment, free from any external influence, and confirm that they remain independent of the management.

In the opinion of the Board, there has been no change in circumstances that may affect their status as Independent Directors of the Company.

In the opinion of the Board, the Independent Directors possess high repute, integrity, and the relevant expertise and experience in their respective fields. They fulfil all the conditions of independence specified under the Companies Act, 2013, and the SEBI Listing Regulations, 2015, and adhere to the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Additionally, the Independent Directors have complied with Section 150 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, by including their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. During the year under review, the Non-Executive Directors had no material pecuniary relationships or transactions with the Company other than sitting fees and reimbursement of reasonable expenses, if any, incurred for attending meetings. In terms of Section 149 of the Companies Act, 2013, and the SEBI Listing Regulations, 2015, Mr. Vandan Shah, Mrs.

Ashlesha Bodas, and Mr. Vishal Pacheriwala are Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Suramya Nevatia, Chairman & Managing Director (CEO), Mr. A.K. Nemani, Chief Financial Officer, and Ms. Meenakshi Anchlia, Whole-time Company Secretary & Compliance are the Key Managerial Personnel of the Company. During the year under review, there were no changes in the Key Managerial Personnel except for the resignation of Mr. Anil Mehta, Joint Chief Financial Officer, effective November 29, 2024.

BOARD MEETINGS

The Board met four times during the financialyear. Details of these meetings are provided in the Corporate Governance Report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Details of the Committees, including their composition, number of meetings, attendance, and other related information, are provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Committees.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in conducting its meetings.

SIGNIFICANT AND MATERIAL ORDERS by There were no significant

Regulators or Courts that would impact the going concern status of the Company or its future operations.

There were no proceedings, either initiated by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

There was no instance of a one-time settlement with any bank or financial institution during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that: (i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in Officer, 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; (iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and (vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, the performance of Board Committees, and individual directors in accordance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations, 2015. The Board was highly satisfied with the evaluation process and the overall performance, except for one instance of attendance which was noted.

The Board conducted a self-evaluation process, seeking input from all Directors on criteria such as board composition and structure, effectiveness of board processes and information flow, and overall functioning.

The Board evaluated the performance of the Committees after seeking inputs from the respective Committee members, based on criteria such as committee composition, effectiveness of meetings, and related aspects.

The Board reviewed the performance of individual directors based on criteria such as preparedness, contribution to discussions, and the quality of their input during Board and Committee meetings. The evaluation of Independent Directors was conducted by the entire Board, excluding the director being assessed.

In separate meetings of the Independent Directors, the performance of each Director (Non-Independent Directors and Independent Directors), the Board as a whole, the Committees of the Board, the Chairman and Managing Director & CEO of the Company, and the flow of information were evaluated, taking into account the views of the Executive and Non-Executive Directors.

At the Board meeting following the meetings of the Independent Directors and the Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was discussed. The evaluation of Independent Directors was conducted by the entire Board, excluding the Independent Director being evaluated.

The evaluation criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES

As of March 31, 2025, the Company has one subsidiary, and there has been no material change in the nature of the subsidiary's business. The Company does not have any associates or joint ventures within the meaning of Section 2(6) of the Companies Act, 2013.

Hirect FZ-LLC was incorporated as a wholly owned subsidiary on November 21, 2024, with the intention to deal in power generation, transmission & distribution equipment trading, heavy equipment & machinery spare parts trading, electronic card wholesale, industrial plant equipment & spare parts trading, and wholesale of non-ferrous metal main products trading.

Coincade Studios Private Limited was incorporated as a wholly owned subsidiary on April 15, 2025, with the intention of developing cutting-edge products and solutions in information technology (IT), artificial intelligence (AI), Web3, and varied software.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. The Company does not have any subsidiary which has been liquidated or sold during the financial Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the including the consolidated financial statements along with relevant documents, and the details of the subsidiaries, are available on the Company's website at https://hirect.com/ financials-annual-reports/. ns, experience,

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The particulars of loans, guarantees, and investments made by the Company, as required under Section 186 of the Companies Act, 2013, have been disclosed in the financial statements. For details, please refer to Note No. 6 forming part of the financial statements.

RELATED PARTY TRANSACTIONS

All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year were on an arm's length basis and in the ordinary course of business. Disclosure in Form AOC-2, pursuant to the provisions of Sections 134 and 188 of the Companies Act, 2013, for material related party transactions, is annexed as Annexure D and forms an integral part of this Report. Further, all related party transactions have been disclosed in the notes to the financial statements. There were no Related Party Transactions that have any conflict of interest.

The Board has approved the criteria for granting omnibus approval by the Audit Committee. Prior omnibus approval is obtained for related party transactions that are of a repetitive nature, entered into in the ordinary course of business, and on an arm's length basis. All related party transactions are placed before the Audit Committee for its approval and review. The Board-approved Policy on Related Party Transactions is available on the Company's website at: https://hirect.com/ policies/.

VIGIL MECHANISM /WHISTLEBLOWER POLICY

The Company is committed to upholding the highest standards of ethical, moral, and legal conduct in its business operations. In line with this commitment, a Whistleblower Mechanism has been established to enable Directors and employees to report concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct. The policy is reviewed periodically by the Board and updated as necessary to ensure its continued relevance and effectiveness. During the year under review, the Company did not receive any complaints under the Vigil Mechanism/Whistleblower Policy. The Policy is available on the Company's website at https:// hirect.com/policies/. .

BOARD DIVERSITY statements of the Company,

The Company believes that true board diversity encompasses a wide range of perspectives and is not limited to the presence of various diverse traits. A diverse Board enhances the quality of decision-making by drawing on the varied thoughts, perspectives, skills, regional and industry expertise, cultural and geographical backgrounds, age, ethnicity, race, and gender of its members contributing meaningfully to sustainable and balanced development.

In line with this philosophy, the Company has adopted a Board Diversity Policy that outlines its approach to ensuring diversity on the Board. The Policy is available on the Company's website at https://hirect.com/policies/.

NOMINATION AND REMUNERATION POLICY

The Company has an appropriate and balanced mix of Executive, Non-Executive, and Independent Directors to ensure the independence of the Board. This composition facilitates a clear separation between the Board's governance responsibilities and the Company's management functions, thereby enhancing overall effectiveness and accountability in decision-making.

Details of the Nomination and Remuneration Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Company's policy on Directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director, and other related matters as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company's website at https://hirect.com/policies/. We affirm that the remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of the Company.

The salient features of the policy include serving as a guideline for matters related to the appointment and re-appointment of Directors, Key Managerial Personnel, and Senior Management Personnel; providing guidelines for determining the qualifications, positive attributes, and independence of Directors; and laying down the criteria for Board membership, among other provisions.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's CSR initiatives and activities are aligned with the requirements of Section 135 of the Companies Act, 2013. A brief outline of the Company's CSR Policy and the initiatives undertaken in this regard are provided in Annexure E of this report, in the format prescribed under the Companies

(Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Policy is available on the Company's website at https://hirect.com/policies/. The Company had dissolved the Corporate Social Responsibility Committee effective June 11, 2021, as the prescribed CSR expenditure did not exceed Rs. 50 lakhs, and the functions of the Committee were being performed by the Board of Directors. Subsequently, the CSR Committee was reconstituted by the Board at its meeting held on May 5, 2025. The reconstituted CSR Committee comprises Mr. Vishal Pacheriwala (Chairman), Mr. Suramya Nevatia, and Mrs. Akshada Nevatia.

AUDIT COMMITTEE

Details pertaining to the Audit Committee are included in the Corporate Governance Report, which forms part of this report. During the year, all recommendations made by the Audit Committee were accepted by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of Regulation 34 of the SEBI Listing Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and forms an integral part of this report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and the SEBI Listing Regulations, 2015. A separate section on corporate governance, together with a certificate from the statutory auditors confirming such compliance, is annexed and forms an integral part of this report.

STATUTORY AUDITORS

M/s GMJ & Co, Chartered Accountants (Firm Registration Number: 103429W), were appointed as the statutory auditors of the Company for a term of five consecutive years at the 64th Annual General Meeting held in 2022, enabling them to effectively carry out the audit procedures required under various regulatory provisions.

The statutory auditors have confirmed that they meet the independence criteria as prescribed under the Companies Act, 2013, and comply with the Code of Ethics issued by the Institute of Chartered Accountants of India.

The statutory auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and objectivity of the statutory auditors and the effectiveness of the Audit process.

The Auditors' Report free from any qualifications, reservations, adverse remarks, or disclaimers and is enclosed with the financial statements in this Annual Report.

During the financial year under review, the Auditors did not report any matter under Section 143(12) of the Companies Act, 2013; consequently, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013. The Statutory Auditor was present at the last Annual General Meeting held on August 1, 2024.

COST AUDITORS

The Company maintains cost records and conducts cost audits in compliance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s N. Ritesh & Associates, Cost Accountants (Firm Registration Number R100675), as Cost Auditors to audit the cost accounts of the Company for the financial year 2025-2026. The Company has received their written consent confirming that the appointment complies with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder. The Cost Auditors have confirmed their independence and that they are not disqualified from being appointed as Cost Auditors of the Company under Section 141 of the Companies Act, 2013.

The remuneration of the Cost Auditors has been approved by the Board of Directors based on the recommendation of the Audit Committee and in accordance with the provisions of the Companies Act, 2013 and the applicable rules thereunder. The requisiteresolutionfor to the Cost Auditors by the members has been included in the Notice convening the 67th Annual General Meeting of the Company.

The Cost Audit Report for the financial year 2024 did not contain any qualifications, reservations, adverse remarks, or disclaimers.

The Report of the Cost Auditors for the financial year ended March 31, 2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

SECRETARIAL AUDITOR

In compliance with Regulation 24A of the SEBI Listing Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board at its meeting held on May 5, 2025, based on recommendation of the Audit Committee, has approved the appointment of GMJ & Associates, Practising Company Secretaries, a peer reviewed firm (Peer Review Certificate No 6140/2024) as Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-2026 till financial year 2029-2030, subject to approval of the Members at the ensuing AGM.

Brief profile and other details of M/s. GMJ & Associates, Practicing Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment. The Auditors have confirmed that they have subjected to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificateissued by the Peer Review Board of the ICSI.

The Secretarial Audit Report is annexed as Annexure A and forms an integral part of this report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

During the financial year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Company has implemented an adequate system to ensure compliance with all applicable and mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, and the system is operating effectively.

INTERNAL FINANCIAL CONTROLS

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term enhancement of corporate value. Accordingly, the Company continuously strives to strengthen these structures, recognizing that a robust internal control framework serves as a key pillar of sound corporate governance.

The scope of audit activities is broadly determined by the annual audit plan, which is approved by the top management and the Audit Committee. The Internal Auditors conduct regular reviews of the internal systems and procedures, and submit reports outlining their findings. They also monitor the implementation of corrective actions to ensure the effectiveness and continual improvement of the internal control framework. The Audit Committee of the Board of Directors periodically reviews the adequacy and effectiveness of the internal financial control system of the Company. Based on its assessment, the Committee provides recommendations to enhance and .: strengthen the internal control mechanisms, thereby ensuring reliability and integrity of financial reporting and compliance with applicable laws and regulations.

Based on the internal financial control and compliance procedures established and maintained by the Company, along with the work carried out by the internal auditors, statutory auditors, cost auditors, and secretarial auditors including their audit of internal financial controls and the reviews conducted by the management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the financial year 2024-2025.

The Company has adopted comprehensive policies and procedures to ensure the orderly and efficient conduct of its business operations. These encompass adherence to established policies, safeguarding of assets, prevention and detection of fraud and errors, ensuring the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures.

The Company's internal control systems are designed to align with the nature of its business as well as the size and complexity of its operations. The internal financial controls related to the financial statements are considered adequate and effective.

The Company has adequate systems and processes in place to comply with all applicable laws and regulations including the CSR obligations, pays applicable taxes on time.

RISK MANAGEMENT

The Company has implemented a Risk Management Policy approved by the Board of Directors, which establishes a comprehensive framework for identifying and assessing various risks, including operational, strategic, financial, regulatory, and human resource risks. This policy ensures the development of adequate risk management infrastructure to effectively address these risks. The Audit Committee oversees financial risks, controls, and cybersecurity. Major risks identified across different business units and functions are systematically managed through continuous mitigating actions. The risk management framework is regularly reviewed, with the Management consistently monitoring its development and implementation. Furthermore, the Company has established a robust internal audit function that systematically reviews and ensures the ongoing effectiveness of its internal financial controls.

CREDIT RATING

The particulars of the Credit Rating are detailed in the Corporate Governance Report, which forms part of this Annual Report.

CODE OF CONDUCT

The Company is committed to conducting its business in compliance with all applicable laws, rules, and regulations while upholding the highest standards of business ethics. In line with this commitment, the Board of Directors has adopted a Code of Conduct for Directors and Senior Management Personnel, designed to address ethical concerns and promote a culture of accountability and integrity throughout the organization.

LISTING

The Company's shares are listed on BSE Limited and National Stock Exchange of India Limited, and the Company ensures timely payment of the requisite listing fees to both stock exchanges.

DEPOSITORY SERVICES

The Company's Equity Shares are admitted to the depository systems of the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and have been allotted ISIN No. INE835D01023. Shareholders are encouraged to utilize this facility by lodging their holdings with Depository Participants (DPs) where they maintain their Demat accounts to convert their physical shareholdings into electronic form.

PARTICULARS OF EMPLOYEES

The information 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 as Annexure B and forms an integral part of this Annual Report.

A statement showing the names and other particulars of employees drawing remuneration exceeding the limits specified in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in accordance with the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to members and others entitled thereto excluding this information. The said information is available for inspection by the members at the Registered Office of the Company during business working days up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy may write to the Company Secretary at the email ID investors@hirect.com, upon which a copy will be provided.

PREVENTION OF SEXUAL HARASSMENT

The Company maintains a zero-tolerance policy towards sexual harassment in the workplace and has adopted a policy in alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, along with its Rules. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees. To ensure prompt and effective resolution of complaints, Internal Complaints Committees have been established to address issues related to sexual harassment.

During the financial year, the following is a summary of sexual harassment complaints received and disposed of: there were no complaints pending at the beginning of the year, no complaints were received duringtheyear, nocomplaints were appointed by the Company under disposed of during the year, and no cases remained pending at the end of the year.

During the period under review, no cases of child labor, forced labor, involuntary labor, or discriminatory employment were reported. The Company remains committed to providing a safe and conducive work environment for all its employees and associates.

INFORMATIONONMATERIALCHANGESANDCOMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this there has been no change in the nature of the Company's business, nor any revision in the financial statements.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the Company's website at https://hirect.com/financials-annual-reports/.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer all unpaid or unclaimed dividends to the Investor Education and Protection Fund (IEPF), established by the Central Government, after the completion of seven years.

Furthermore, in accordance with the Rules, shares in respect of which dividends have not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority. For further details, please refer to the Corporate Governance Report forming part of this Report.

Members are requested to claim any unclaimed or unpaid dividends by sending a written request to the Company at investors@hirect.com or to the Company's Registrar and Share Transfer Agent, Adroit Corporate Services Private Limited, at info@adroitcorporate.com, or by post to their registered address:

Adroit Corporate Services Private Limited

[Unit: Hind Rectifiers Limited] 19-20, Jafferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai 400059, Maharashtra India Tel: +91 22 4227 0400 Fax: +91 22 28503748 Website: www.adroitcorporate.com Details of the Nodal Officer the provisions of the Investor Education and Protection Fund (IEPF) are available on the Company's website at https:// hirect.com/shareholder-enquiries/.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE

Information regarding the conservation of energy, technology absorption, foreign exchange earnings, and outgo is provided in accordance with the requirements of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014. This information is annexed as Annexure C and forms an integral part of this report.

. Additionally,

SAFETY, ENVIRONMENTAL CONTROL, AND PROTECTION

The Company acknowledges the significance of maintaining environmentally clean and safe operations. Its policy mandates conducting all activities in a manner that ensures the safety of all individuals involved while strictly adhering to applicable environmental regulations. Accordingly, the Company has implemented all necessary measures for safety, environmental control, and protection across all its plants.

ACKNOWLEDGMENT

The Directors sincerely appreciate the assistance and cooperation extended by banks, government and railways authorities, customers, vendors, and investors during the year under review. They also wish to express their gratitude for the efficient and loyal services rendered by every employee, acknowledging that it is through their dedicated efforts that the Company's overall performance has been achieved. The Directors look forward to the long-term future with confidence and deeply value the contributions made by every member of the HIRECT family.