Your Directors are pleased to present the 42^nd Directors' Report of the Company for the Financial Year ended
31^st March, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Company's Financial Performance for the Financial Year ended March 31, 2026 is summarized below:

2. During the Financial Year 2025-26, revenue from
operations on standalone basis increased to
3,44,280.84 Lakhs as against '2,55,019.28 lakhs in
the previous year a growth of 35%.

The profit after tax for the current year stood
at 6,416.21 lakhs against '6,362.77 lakhs in the
previous year.

On a consolidated basis, the group achieved
revenue of 4,20,007.42 lakhs as against '3,06,763.62
an increase of 37% Net profit for the current year

is 7,616.05 lakhs against '7,294.91 lakhs in the
previous year.

During the year the Group has achieved an ever
highest sales volume of 5,32,437 MT as compared
to 4.85 Lakhs MT in previous FY.

FACTORS CONTRIBUTING REMARKABLE
PERFORMANCE:

The Company's strong performance during
Fiscal Year 2025-26 was driven by several key
factors, including sustained demand from

the infrastructure and construction sectors, a
higher contribution from value-added products,
enhanced operational efficiency and adding more
capacities leading to higher volumes, improved
profitability, and stronger product realisations
across key markets.

3. TRANSFER TO RESERVES

The Board of Directors have decided to retain
the entire amount of Profit for the Financial Year
2025-26.

4. BRIEF DESCRIPTION OF THE COMPANY'S
WORKING DURING THE YEAR / STATE OF
COMPANY'S AFFAIRS

During the year under review, Hi-Tech Pipes
Limited achieved several significant milestones
that further strengthened its operational
capabilities, financial profile, and long-term
growth outlook. The Company continued its
expansion journey with a strong focus on value-
added products, geographical diversification,
operational efficiencies, and enhancing its
manufacturing footprint across India. These
strategic developments position the Company
favourably to capitalize on the growing
opportunities emerging from infrastructure
development, renewable energy, construction,
engineering, and industrial sectors.

One of the key highlights during the year was
the upgrade in the Company's credit ratings by
CRISIL. The long-term credit rating was upgraded
to CRISIL A /Stable from CRISIL A, while the
short-term rating was reaffirmed at CRISIL A1.
The rating upgrade reflects the Company's
strong operational performance, healthy liquidity
position, prudent financial management,
improving profitability, and consistent growth
trajectory. The upgraded ratings are expected
to further strengthen the Company's financial
flexibility and support its future expansion plans
at competitive borrowing costs.

The Company also successfully commenced
commercial production at Sanand Unit-II Phase-
II, Gujarat, under its brownfield expansion
programme. This expansion added 1,00,000
MTPA capacity and significantly enhanced the
Company's capabilities in manufacturing large-
diameter ERW pipes, jumbo hollow sections, and
structural and fabrication-grade steel products.
Strategically located in Gujarat, the facility
strengthens the Company's manufacturing

footprint in Western India and enables efficient
servicing of key industrial clusters across Gujarat
and neighbouring regions.

The Sanand expansion is expected to provide
multiple strategic advantages, including
improved logistics efficiencies, enhanced supply
capabilities to solar, infrastructure, fabrication, and
engineering sectors, and improved product mix
through increased share of value-added products
and larger-diameter offerings. The facility also
enhances the Company's export potential by
enabling supplies of large-diameter ERW pipes
and heavy hollow sections to international
markets, thereby supporting the Company's
"Make in India - Export to the World" vision.

Further strengthening its presence in Northern
India, the Company commenced commercial
production at its greenfield manufacturing
facility at Kathua, Jammu & Kashmir. The Kathua
plant has an installed capacity of 80,000 MTPA
and is designed to manufacture ERW steel pipes,
coated products, and other value-added steel
offerings. The facility has been developed with
advanced manufacturing infrastructure, modern
automation systems, and robust quality-control
mechanisms to cater to evolving customer
requirements and stringent industry standards.

Strategically located, the Kathua facility provides
significant logistical and operational advantages
by enabling cost-efficient and timely supplies
across Jammu & Kashmir, Punjab, Himachal
Pradesh, and nearby regions. The unit is well
positioned to cater to growing demand from
infrastructure development, water distribution,
construction, fabrication, industrial, and
engineering applications. The commissioning
of this facility also aligns with the Company's
strategic focus on increasing the contribution
of value-added products in its overall sales mix,
thereby supporting improved realizations and
higher EBITDA per tonne over the medium to
long term.

Another major milestone achieved during the
year was the commencement of commercial
production at the Company's Sikandrabad
Unit-III greenfield facility in Uttar Pradesh. The
commissioning of this plant marks a landmark
achievement in the Company's growth journey,
as Hi-Tech Pipes Limited successfully achieved 1
million tonnes of installed annual manufacturing

capacity. This milestone reflects the Company's
consistent execution capabilities, disciplined
capital allocation strategy, and long-term vision
for sustainable growth.

The Sikandrabad facility adds 1,20,000 MTPA
capacity focused on ERW pipes and hollow
sections and significantly strengthens the
Company's manufacturing presence in North
and Central India. The strategically located facility
improves proximity to key consumption centres,
enhances supply chain efficiencies, reduces
logistics costs, and enables faster response times
to customer requirements across infrastructure,
construction, fabrication, industrial, and
water distribution sectors. Equipped with
modern manufacturing technology and
process efficiencies, the plant is expected to
support improved operational leverage, better
realizations, enhanced profitability, and sustained
improvement in EBITDA per tonne.

During the financial year under review other than
above, there was no change in the nature of the
business of the Company.

Future Prospects:

Building upon the achievement of 1 million tonnes
capacity, the Company has already initiated the
next phase of expansion with a clear roadmap to
achieve 2 million tonnes ofinstalled manufacturing
capacity over the medium term. In line with this
vision, the Company laid the foundation stone
for its new greenfield manufacturing project
at Hindupur, Andhra Pradesh, near Bengaluru.
The foundation stone for the project was laid by
the Hon'ble Chief Minister of Andhra Pradesh,
Shri N. Chandrababu Naidu Garu, reflecting
the State Government's support towards
industrial development and manufacturing
investments. This project represents another
important milestone in the Company's long¬
term expansion strategy and demonstrates its
commitment towards strengthening its pan-
India manufacturing network.

The Hindupur greenfield facility will primarily
focus on manufacturing value-added coated
steel products, which represent a high-margin
and strategically important segment for the
Company. The project will have an installed
capacity of 1,50,000 MTPA and involves an
estimated investment of approximately Rs.100

crore, which will be funded entirely through
internal accruals, reflecting the Company's
strong financial discipline and robust cash flow
generation capabilities. Strategically located near
Bengaluru, the facility is expected to improve
customer proximity across Southern and Western
India, enhance logistics efficiencies, and support
faster delivery timelines. The project is expected
to be completed by Q2 FY28.

The Company's ongoing expansion initiatives
are aligned with favourable industry dynamics
supported by sustained government-led
infrastructure spending, increasing urbanization,
rising investments in renewable energy, and
growing private sector participation in industrial
development. In addition, improving global
trade opportunities and increasing export
competitiveness for Indian steel product
manufacturers are expected to create long-term
growth opportunities for the Company.

Through these strategic developments, Hi-Tech
Pipes Limited continues to strengthen its position
as one of India's fastest-growing steel tube and
pipe manufacturers. The Company remains
focused on enhancing operational excellence,
increasing the share of value-added products,
expanding its geographic reach, improving
profitability, and creating sustainable long-term
value for all stakeholders.

Further information on the Business overview
of the Company is discussed in detail in the
Management Discussion & Analysis.

5. DIVIDEND

During the financial year 2025-26, the Company
has not declared and recommended or paid any
dividend on the Equity Shares of the Company.
Accordingly, no amount has been appropriated
towards dividend for the financial year under
review.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations & Disclosure Requirements)
Regulations, 2015 (as amended), the Company
has Dividend Distribution Policy and the same is
available on our website and can be accessed at
https://hitechpipes.in/policies/

6. CONSOLIDATED FINANCIAL STATEMENTS
OF SUBSIDIARY & ASSOCIATE COMPANY

Pursuant to the provisions of the Companies Act,
2013 ("the Act"), Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), and the applicable Indian
Accounting Standards, the Audited Consolidated
Financial Statements of the Company for
the financial year 2025-26, together with the
Independent Auditors' Report thereon, form part
of this Annual Report.

In compliance with Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient
features of the financial statements of the
Company's subsidiaries/joint venture entities
in the prescribed Form AOC-1 is annexed to this
Report as Annexure-1. The said statement also
provides highlights of the financial performance
of each subsidiary/joint venture included in the
Consolidated Financial Statements pursuant to
Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with the provisions of Section
136 of the Act, the standalone and consolidated
financial statements of the Company, along
with the financial statements of its subsidiary
companies and other relevant documents,
are available for inspection by the Members at
the Registered Office of the Company during
business hours on all working days up to the date
of the ensuing Annual General Meeting ("AGM").
Members desirous of obtaining copies of the
said financial statements may submit a request
to the Company Secretary at the Registered
Office of the Company. The aforesaid documents,
including the Consolidated Financial Statements,
are also available on the Company's website at
www.hitechpipes.in List of Wholly Owned
Subsidiary Companies are as follows:

• HTL Metal Private Limited

• HTL Ispat Private Limited

• Hitech Metalex Private Limited

• Hi-Tech Global Steels Private Limited

• Sain Software Systems Private Limited

Note: The financial statements of all the Wholly
Owned Subsidiary Companies are available at the
Website of the Company i.e. www.hitechpipes.in

The Company do not have any joint venture or
associate company as on March 31, 2026.

7. SHARE CAPITAL

As ON MARCH 31, 2026 the share capital of the
Company is as Follows.

The Issued, Subscribed and paid up Equity share
capital of the Company IS '20,31,07,734 (Rupees
Twenty Crore Thirty One Lakh seven thousand
seven hundred and Thirty Four Only) consisting of
20,31,07,734 (Twenty Crore Thirty One Lakh seven
thousand seven hundred and Thirty Four) Equity
shares having a face Value of 1 /- each.

The Authorised share Capital of the Company
is '24,00,00,000 (Rupees Twenty Four Crores)
divided into 24,00,00,000 (Rupees Twenty Four
Crores) Equity shares having a face value of 1/-
Each.

8. MATERIAL CHANGES AND COMMITMENT

There have been no material changes or
commitments affecting the financial position of
the Company between the end of the financial
year to which these financial statements pertain
and the date of this Report.

9. DETAILS OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING
THE YEAR

During the year under review, There is no change
in Directors and KMPs of the Company.

In terms of section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company as
on March 31, 2026 are as follows:

10. BOARD OF DIRECTORS

The detail description about the board and
its composition is discussed in the Corporate
Governance section forming part of this Annual
Report.

DECLARATION OF INDEPENDENCE FROM
INDEPENDENT DIRECTORS:

In accordance with the provisions of the
Companies Act, 2013, including its applicable
Schedules and Rules, and pursuant to Regulation
16(1)(b) of the SEBI(Listing Obligations and
Disclosure Requirements) Regulations, 2015
(including any statutory modifications or re¬
enactments thereof), the Company has received
declarations from all Independent Directors
confirming their compliance with the prescribed
criteria of independence.

Further, in compliance with Regulation 25(8) of the
Listing Regulations, the Independent Directors
have affirmed that there are no existing or
anticipated circumstances that could affect their
ability to discharge their duties independently
and effectively.

Based on the above declarations and affirmations,
the Board is of the considered view that Mr. Vivek
Goyal, Mr. Prashant Kumar Saxena, Mrs. Neerja
Kumar, and Mr. Mukesh Kumar Garg are persons
of integrity, fulfil all statutory requirements,
and continue to remain independent of the
management of the Company.

NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

Five (5) meetings of the Board of Directors were
held during the financial year 2025-26. The details
of the meetings of the Board of Directors of the
Company convened during the financial year
2025-26 are given in the Corporate Governance
Report which forms part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Company's Policy on Directors' appointment
and remuneration, including the criteria for
determining qualifications, positive attributes,
independence of Directors, and other matters as
prescribed under Section 178(3) of the Companies
Act, 2013, is available on the Company's website
and can be accessed at https://hitechpipes.in/
policies/

DIRECTORS AND OFFICERS INSURANCE

Pursuant to the provisions of Regulation 25(10) of
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 as amended by SEBI (Listing

Obligations and Disclosure Requirements)
(Third Amendment) Regulations, 2021 read with
corrigendum w.e.f. 01.01.2022, the top 1000 listed
entities by market capitalisation calculated as
on preceding year, shall undertake Director and
Officers Insurance (‘D and O Insurance) for all
their independent directors of such quantum and
for such risks as may be decided by its board of
directors.

The Company was in the list of Top 1000 Companies
at NSE as at December, 2024, hence complying
with the provisions of the above regulation your
Company has renewed a D and O Insurance
cover from Tata AIG General Insurance Company
Ltd. For a policy period of one year which gives a
coverage against claims.

11. COMMITTEES OF THE BOARD

A detailed note on the Board and its Committees is
provided in the "Report on Corporate Governance"
forming part of this Annual Report. As on March
31, 2026, the Board has the following standing
Committees:

MANDATORY COMMITTEES

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders' Relationship Committee

v. Risk Management Committee

NON-MANDATORY COMMITTEES

i. Executive Committee

ii. Securities Allotment Committee

iii. Internal Complaints Committee

iv. Fund Raising Committee

For details, the terms of reference, meetings held
during the year, membership and attendance
of the members at the meetings of the above
Committees of the Board, kindly refer to the
"Report on Corporate Governance" forming part
of this Annual Report.

12. MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV
to the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the
Independent Directors of the Company was
held on 07th February, 2026. The meeting
was conducted without the presence of non¬
independent directors and members of the

management.

During the meeting, the Independent Directors
reviewed the performance of non-independent
directors and the Board as a whole, evaluated the
performance of the Chairperson of the Company,
and assessed the quality, quantity, and timeliness
of the flow of information between the Company's
management and the Board.

The Independent Directors expressed satisfaction
with the outcome of the performance evaluation
and the overall functioning of the Board and its
members.

13. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5)
of the Companies Act, 2013, the Board hereby
submits its responsibility Statement: -

(a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures.

(b) The Directors had 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 and loss of the
company for that period.

(c) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

(d) The Directors had prepared the annual accounts
on a going concern basis; and

(e) The Directors had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively.

(f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

14. ANNUAL RETURN

The copy of Annual Return as required under
Section 92(3) and Section 134(3)(a) of the Act read

with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is placed at company's
https://hitechpipes.in/annual-return/

15. STATUTORY AUDITORS AND THEIR
REPORT

The Company had appointed M/s A. N. Garg &
Co., Chartered Accountants, (FRN: 004616N) as
Statutory Auditors of the Company at their 38^th
Annual General Meeting held in the year 2022 until
the conclusion of 43^rd Annual General Meeting of
the members of the Company to be held in the
year 2027 and to conduct statutory audit of the
its financial statements commencing from the
financial year 2022-23 to 2026-27.

The Company has received Auditors Report
from M/s A.N. Garg & Co, Chartered Accountants
on Standalone and Consolidated Financial
Statements of the Company for the year ended
March 31, 2026 which is self-explanatory and do
not have any qualifications or adverse remarks.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the amended provisions of
Regulation 24A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing
Regulations') vide SEBINotification dated
December 12, 2024 and provisions of Section 204
of the Companies Act, 2013 (‘Act') and Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, based on the
recommendation of Audit Committee, subject
to the approval of the members, the Board
of Directors at their meeting held on May 26,
2025, approved the appointment of M/s NSP &
Associates, Practicing Company Secretaries (Peer
Review No.1797/2022) as the Secretarial Auditors
of the Company for a period of five(5) financial
years commencing from 2025-26 to 2029-30 at a
remuneration of 50,000/- (Rupees Fifty Thousand
Only) plus taxes, as may be applicable, as may be
mutually agreed between Secretarial Auditor and
the Board/ Audit Committee of the Company.

The Secretarial Audit Report of the Company
together with Secretarial Audit Report of its
Material Subsidiary i.e. HTL Metal Pvt. Ltd.
for the financial year ended 31st March, 2026
under Companies Act, 2013, read with Rules
made thereunder and Regulation 24A of the
Listing Regulations (including any statutory
modification(s) or re-enactment(s) thereof for the

time being in force) is set out in the ANNEXURE-2
& 2A to this report.

Further in terms of SEBIRegulations/circulars/
guidelines issued thereunder and pursuant
to requirement of Regulation 24A of Listing
Regulations, the Annual Secretarial Compliance
Report for the financial year ended 31st March,
202, in relation to compliance of all applicable laws
is attached as ANNEXURE-3 and also uploaded on
the website of the Company.

There has been no qualification, reservation or
adverse remarks made by Secretarial Auditor.

COST AUDITORS

The Company is required to maintain cost records
for certain products as specified by the Central
Government under sub-section (1) of Section
148 of the Act, and accordingly such accounts
and records are made and maintained in the
prescribed manner and also the Audit of the cost
records is being conducted.

The Company has received consent from S.
Shekhar & Co to act as the auditor for conducting
Cost audit of the Company for the financial year
ending 31st March, 2026.

M/s S. Shekhar & Co. Cost Auditors shall submit
their report to the company in due course of
time which will be filed with Ministry of Corporate
Affairs (MCA).

16. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186

Details of Loans, guarantees and investments
covered under Section 186 of the Act read with the
Companies (Meetings of Board and its powers)
Rules, 2014, as on 31st March, 2026 are given in
Note No. 06 and 07 to the Financial statements
forming part of this Annual report.

17. RELATED PARTY TRANSACTIONS

During the financial year 2025-26, the Company
entered into transactions with related parties as
defined under Section 2 (76) of the Companies
Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, all of which were
in the ordinary course of business and on arm's
length basis and in accordance with the provisions
of the Companies Act, 2013 read with the Rules
issued thereunder and the Listing Regulations.

Further, there were no transactions with related

parties which qualify as material transactions
in accordance with policy of the company on
materiality of related party transactions. Therefore,
disclosure in Form AOC-2 is not applicable. All
transactions with related parties approved by the
Audit Committee and were reviewed thereafter
and are in accordance with the Policy on Related
Party Transactions of the Company.

The details of the related party transactions as
per Indian Accounting Standards (Ind AS) - 24
are set out in Note 45 to the Standalone Financial
Statements of the Company.

The policy on Related Party Transactions is
available on the website of the Company at
https://hitechpipes.in/policies/

18. DEPOSITS

The policy on Related Party Transactions is
available on the website of the Company at
https://hitechpipes.in/policies/

19. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and Analysis Report
on Company's operational performance, industry
trends and other required details prepared
in compliance of Regulation 34 of the Listing
Regulations forms part of this Annual Report.

20. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In compliance of Regulation 34 of the Listing
Regulations, the Business Responsibility Report
for the year under review is presented in separate
section forming part of this Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee
comprises of:

The brief outline of the Corporate Social
Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company
on CSR activities during the year are set out in
ANNEXURE-4 of this report.

The CSR Policy has been uploaded on the
company's website and same may be accessed at
https://hitechpipes.in/policies/

22. DETAILS PURSUANT TO SECTION 197(12)

OF THE COMPANIES ACT, 2013

Details pursuant to section 197(12) of the
Companies Act, 2013 read with Rule 5 Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report
and are annexed herewith as ANNEXURE-5.

23. CORPORATE GOVERNANCE

The Directors of the Company continue to uphold
the principles of good Corporate Governance as
prescribed by the Securities and Exchange Board
of India (SEBI). The Company has fully complied
with the applicable provisions of the Companies
Act, 2013, the SEBI(Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the Listing Agreement, and other relevant laws,
rules, and regulations. Secretarial compliances,
statutory reporting, and necessary intimations
are reviewed and noted at regular intervals during
Board and Committee meetings.

The Company has also adopted and
implemented several global best practices in
Corporate Governance to ensure transparency,
accountability, and stakeholder trust.

The Corporate Governance Report, prepared in
accordance with Regulation 34(3) read with Part
C of Schedule V of the SEBI (LODR) Regulations,
2015, forms an integral part of this Annual Report.

24. RISK MANAGEMENT

The Company has a committee of the Board,
namely, the Risk Management Committee, which
was constituted with the overall responsibility
of overseeing and reviewing risk management
across the Company. The terms of reference of the
Risk Management Committee and Company's
Policy on Risk Management can be accessed at
https://hitechpipes.in/policies/

The Company has a committee of the Board,
namely, the Risk Management Committee, which

was constituted with the overall responsibility
of overseeing and reviewing risk management
across the Company. The terms of reference of the
Risk Management Committee and Company's
Policy on Risk Management can be accessed at
https://hitechpipes.in/policies/

The Risk Management Committee comprises of:

25. FORMAL ANNUAL EVALUATION

Pursuant to the applicable pr ovisions of the
Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the
Board of Directors has carried out the annual
performance evaluation of all Directors, including
Independent Directors. The evaluation was
conducted based on the recommendations of
the Nomination and Remuneration Committee
and in accordance with the criteria formulated for
performance assessment.

The performance evaluation of the Board as a
whole and its various Committees was carried out
on the basis of the following key parameters:

Adequacy of the constitution and composition
of the Board and its Committees Understanding
of the Company's values, principles, philosophy,
and mission Quality and relevance of matters
addressed in Board and Committee meetings
Effectiveness in guiding and supporting the
Company's management Conduct and efficiency
of meeting processes Focus on strategic issues,
regulatory compliance, and corporate governance
practices

Further, the performance of each Committee
was evaluated by its respective members based
on the extent to which the Committee effectively
discharged its responsibilities as defined in its
Charter/Terms of Reference.

Similarly, the performance of Independent
Directors and other individual Directors was

evaluated by the entire Board (excluding the
Director being evaluated) based on the following
criteria:

• Attendance and active participation in Board
and Committee meetings

• Contribution to discussions and deliberations

• Fulfilment of specific duties, responsibilities,
and compliance with regulatory and
governance requirements

Each Board member submitted a structured
response as part of the evaluation process for
assessing the performance of the Board, its
Committees, and individual Directors.

26. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS

During the period under review, no material order
has been passed by any Regulators or Courts
or Tribunals. Except, to the extent as may be
mentioned in Notes to Accounts attached to the
Financial Statements forming part of this Annual
Report no other Material order were passed by
the Regulators/ Courts/ Tribunals.

27. WHISTLE BLOWER POLICY / VIGIL
MECHANISM

In compliance with the provisions of Section 177
of the Companies Act, 2013 and Regulation 22
of the SEBI(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors has put in place a Vigil Mechanism
(Whistle Blower Policy) for Directors, employees,
and other stakeholders. This mechanism provides
a safe and confidential platform to report concerns
relating to unethical behavior, actual or suspected
fraud, or violations of the Company's policies.

The Vigil Mechanism aims to promote ethical
conduct and a transparent work environment,
free from fear of retaliation.

The policy is available on the Company's website
at: https://hitechpipes.in/policies/

28. POLICY ON PROTECTION OF WOMEN
FROM SEXUAL HARASSMENT

The Company remains committed to ensuring
a safe, respectful, and harassment-free work
environment across all its workplaces. In line
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013, the Company has
implemented a comprehensive policy on the
Prevention of Sexual Harassment (POSH).

The policy is applicable to all women, irrespective of
their employment status, and covers all categories
of employees, including permanent, management
staff, workmen, trainees, probationers, and
contractual employees, whether working within
Company premises or engaged in official duties
outside.

To effectively address complaints, an Internal
Complaints Committee (ICC) has been constituted
in accordance with the statutory requirements.
The policy ensures confidentiality, fair handling,
and timely resolution of complaints, and extends
to all employees—permanent, contractual,

temporary, and trainees.

The POSH Policy is available on the Company's
website at: https://hitechpipes.in/policies/

During the year under review, no complaints
relating to sexual harassment were received by
the Committee.

29. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Hi-Tech has established an adequate system of
internal controls, commensurate with the size and
nature of its operations, to ensure that its assets are
safeguarded against loss from unauthorized use
or disposition. The internal control framework is
designed to ensure that all business transactions
are properly authorized, accurately recorded, and
appropriately reported.

The Company has implemented structured
procedures to promote the orderly and efficient
conduct of its business operations. These
procedures include strict adherence to Company
policies, safeguarding of assets, prevention and
detection of fraud and errors, maintenance of
accurate and complete accounting records, and
timely preparation of reliable financial disclosures.

During the year, M/s. BAS & Co. LLP, Chartered
Accountants, continued to serve as the Internal
Auditors of the Company, as appointed by the
Board of Directors. The scope and audit plan of
the internal audit were reviewed and approved
by the Board to ensure independence, objectivity,
and comprehensive coverage of key areas of
operations.

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

The information pertaining to conservation of
energy, technology absorption, foreign exchange
earnings and outgo as required under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014
is furnished in ANNEXURE-6 and forms part of
this Report.

31. EMPLOYEES STOCK OPTION PLAN

The Company has implemented one Employee
Stock Option Scheme - 2024 ("Scheme") in
compliance with the provisions of the SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB & SE Regulations").

The details as per the requirements of the said
Regulations are annexed as Annexure- 7 which
forms part of this Report.

32. COMPLIANCE WITH SECRETARIAL
STANDARDS

During the financial year under review, the
Directors state that applicable Secretarial
Standards issued by The Institute of Company
Secretaries of India ("ICSI"), and notified by the
Ministry of Corporate Affairs, i.e., Secretarial
Standard-1 ("SS-1") and Secretarial Standard-2
("SS-2"), relating to ‘Meetings of the Board of
Directors' and ‘General Meetings', respectively,
have been duly complied with by the Company.

33. DETAILS IN RESPECT OF FRAUDS
REPORTED BY THE AUDITORS UNDER
SECTION 143(12) OF THE ACT OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

During the Financial Year under review, no frauds
were reported by the Auditors of the Company
under Section 143(12) of the Act.

34. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,

2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL
YEAR

During the year under review your company has
neither made any application nor any proceeding
pending under Insolvency and Bankruptcy Code,
2016.

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

During the financial year under review, there are
no such cases of difference between amount of
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof.

36. ACKNOWLEDGEMENTS

The Board places on record its sincere
appreciation for the continued support and
cooperation extended by the Company's valued
customers. Their trust and engagement have
enabled the Company to understand their unique
requirements and consistently strive to deliver
superior customer satisfaction.

The Board also acknowledges the unwavering
dedication and valuable contributions of
employees at all levels. Their hard work,
commitment, and teamwork have been
instrumental in overcoming challenges and
achieving the Company's objectives.

We further extend our gratitude to our vendors,
regulatory authorities, esteemed bankers,
financial institutions, rating agencies, government
bodies, stock exchanges, depositories, auditors,
legal advisors, consultants, business associates,
and all other stakeholders for their consistent
support and partnership.

For and on behalf of

The Board of Directors of Hi-Tech Pipes Limited

Ajay Kumar Bansal Anish Bansal

Chairman & Managing Director Whole-time Director

Place: New Delhi

Date: Date: 12th August, 2026