Your directors have pleasure in presenting the 31^st Annual Report of your
Company together with the Audited Financial Statements for the year ended
31^st March 2025.

FINANCIAL RESULTS:

The summarized financial results for the year are as under:

(Rs. In Lakhs)

OPERATIONS AND BUSINESS PERFORMANCE:

During the year 2024-25 under review the income of the Company Increased
to Rs 737.47 as against Rs. 599.17 lakhs during the previous year 2023-24.
The Export Sales for the year 2024-25 is Nil as compared to Rs. 35.36 lakhs
in the previous financial year 2023-24. Regarding accountability and
governance, your company continue to ensure an environment of
transparency and responsibility while aiming for the highest standard of
corporate governance and trust. There is no change in the nature of
business of the company during the year.

ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual
Return in form MGT-7 of the Company is available on the website of the
Company at the link: https: / /www.hittco.com.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration that
they meet the criteria of independence as provided in Sub-Section (6) of
Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and 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 with an
objective independent judgment and without any external influence.

The Board of Directors have taken on record the declaration and
confirmation received from the Independent Directors and verified the
veracity of such disclosures.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS;

The independent directors are regularly updated on the industry and market
trends, plants and process and operation performance of the company
through presentations in this regard and periodic plant visit. They are also
periodically kept aware of the latest development in the corporate
governance, their duties as a director and relevant laws.

NOMINATION & REMUNERATIONN POLICY;

In adherence to the provisions of Section 134(3) (e) and 178 (1) & (3) of the
Companies Act, 2013, the Board of Directors on the recommendation of the
Nomination and Remuneration Committee approved the policy to govern the
appointment /Nomination of Directors, KMP and Other Senior Management
and their remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided.
There is no change in the Nomination and Remuneration Policy during the
year under review.

CORPORATE GOVERNANCE;

Your Company has a Paid-Up Share Capital of Rs. 603.60 Lakhs and the net
worth of Rs. 341 Lakhs during the financial year ending 31.03.2025. Hence,
Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 are not applicable on the Company and your Company is
not required to report on the Corporate Governance. However, your
company has made every effort to comply with the provisions of the
Corporate Governance and to see that the interest of the shareholders and
the Company are properly served.

MANAGEMENT DISCUSSION & ANALISYS REPORT:

A review of the performance of the Company is provided in the Management
Discussion 85 Analysis Report for the year under review, as stipulated under
SEBI (LODR) Regulation, 2015, is presented in a separate section forming
part of the Annual Report and annexed herewith as Annexure 2.

DIVIDEND;

The Board of Directors has decided not to recommend any dividend for the
financial year ended March 31, 2025 due to expansion and future growth of
the business.

TRANSFER TO RESERVES;

The Board of Directors of your Company does not propose to carry any
amount to reserve.

SHARE CAPITAL;

The paid-up Equity Share Capital of the Company as on March 31, 2025,
was Rs. 60,360,470/- During the year under review, the Company has not
issued any shares during the period under review.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE REPORT

During the year under review, no company have become or ceased to be
company’s subsidiaries, joint ventures, or associate companies.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the
financial position of the company occurring between the end of financial
year and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT;

To the best of their knowledge and based on the guidance and insights from
the Auditors and pursuant to the provisions of sub-section (5) of Section
134 of the Companies Act, 2013, your Directors confirm that:

i) In the preparation of the annual account for the year ended March 31,
2025 the applicable accounting standard have been followed along
with proper explanation relating to material departure if any.

ii) Such accounting policies have been selected and applied 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
as on March 31, 2025 and of the profit and loss of the company for
that period;

iii) Proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act, 2013 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

iv) The financial statements have been prepared on a going concern
basis.

v) Proper internal financial controls were in place and the financial
controls were adequate and operating effectively; and

vi) The system to ensure compliance with the provision of all applicable
laws were in place and adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SECTION 143(121;

During the year under review, there were no frauds reported by the auditors
to the Audit Committee or the Board under Section 143(12) of the
Companies Act, 2013.

CHANGES IN DIRECTORS:

Appointments

During the year under review, the Board of Directors, based on the
recommendation, appointment of Mr. Rajeev Shantilal Desai in the meeting
held on 14.08.2024 and Mr. Rajeev Gobindram Hassanand as Independent
Directors in the meeting held on 12.06.2024.

During the year under review, the Board of Directors, based on the
recommendation of Nomination and Remuneration Committee, appointed
Mr. Adatariya Ravikumar Jayeshbhai as Chief Financial Officer CFO in the
meeting held on 28.10.2024.

Resignation

During the year under review, the Board of Directors, Mr. Yash Vardhan
Bhandari has resigned from CFO with the effect from 12.06.2024.

During the year under review, the Board of Directors, Mr. Surendra
Bhandari, resigned from post of Chairman with the effect from 28.10.2024

Re-appointment:

In accordance with the provisions of Section 152 of the Companies Act,
2013 and Article of Association, Mrs. Madhu Bhandari, Director of the
Company, retire by rotation in ensuing Annual General Meeting and being
eligible, offers herself for re-appointment.

CHANGES IN KEY MANAGERIAL PERSONEL:

During the year under review, Ms. Sarita Kirnani resigned from the office
of Company Secretary of the Company.

During the year under review, Mr Yash Vardhan Bhandari resigned as
CFOw.e.f. 12.06.2024.

During the year under review, the Board of Directors, Mr. Adatariya
Ravikumar Jayeshbhai is appointed as Chief Financial Officer CFO in the
meeting held on 28.10.2024.

During the year under review, the Board of Directors Mr. Rajeev
Gobindram Hassanand is appointed as a chairman w.e.f. 28.10.2024

MEETING OF THE BOARD:

Seven meeting of the Board of Directors were held during the year under
review. Details of the same are mentioned below:

Audit Committee:

The composition, function and procedure of the Audit Committee and
Nomination and Remuneration Committee are in conformity with the
requirement of Section 177 & 178 of the Companies Act, 2013. During the
year under review, the Board accepted all the recommendation made by the
Audit Committee of the Board. The Audit Committee met Four times and
Nomination and Remuneration Committee met Four times in the year
under review on the following dates:

Nomination and Remuneration Committee:

PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD
AND COMMITTEES;

Pursuant to the provision of Section 134 of the companies Act, 2013 and
regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015, the board has carried out an annual performance
Evaluation of its performance, the director individually as well as the
evaluation of its Audit, Nomination and Remuneration and Other committee.

The performance of the Board was evaluated by the board after seeking
inputs from all the directors on the basis of factors which includes Active
participation, financial literacy, contribution by Directors, Positive inputs,
effective deployment, knowledge & expertise, integrity and maintenance of
confidentiality and independence of behaviour and judgement. In the
meeting of Independent Directors performance of Non-independent
Directors, Board and performance of the Chairman was evaluated. The
performance of independent director was carried out by the entire board.

At the conclusion of the evaluation exercise, the members of the Board
accessed that the Board together with each of its committees was working
effectively in performance of its key functions.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested
and no reportable material weaknesses in the design or operation were
observed. Further the testing of such controls was also carried out
independently by the statutory and the internal auditor for the financial
year 2024-25. In the opinion of the Board, the existing internal control
framework is adequate and commensurate with the size and nature of the
business of the Company. The details in respect of internal financial control
and their adequacy are included in the management and discussion &
analysis report, which forms part of this report.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors

In accordance with Sec 139 of the Companies Act, 2013, M/s. DTSB &
Associates (FRN: 329277E), Chartered Accountant were appointed by the
shareholders of the Company at the Annual General Meeting held on
September 30, 2025, as Statutory Auditors for a period of 5 years to hold
office from the conclusion of the 30Th Annual General Meeting till the
conclusion of 35th Annual General meeting to be held in the year 2029.

Statutory Auditor’s Report

Auditor Qualification

Notes to accounts referred to in the Auditor’s Report are self - explanatory
and therefore, do not call for any further explanation.

Auditors Comment:

(i) Based on our examination, which included test checks, the Company
has used accounting software for maintaining its books of account for
the financial year ended March 31,2025 which has not a feature of
recording audit trail (edit log) facility.

Director View on Auditor Adverse remark:

The company has maintained proper book of account ERP and the same has
been provided to statutory auditor during the audit. Hence the view of audit
qualification is unnecessary.

ii) According to the information and explanations given to us, the
Board of Directors of the company has not constituted an Audit
Committee in compliance with section 177 of the Companies Act
2013.

Director View on Auditor Adverse remark:

The company has constituted proper audit committee and same has been
provided to statutory auditor during the audit and even same has disclosed
in annual report. Hence the view of audit qualification is unnecessary.

iii) (a) Based on information and explanations provided to us and our
audit procedures, in our opinion, the Company has not an internal
audit system commensurate with the size and nature of its
business.

(c) The internal audit report was not submitted before us during the
audit. Hence, the same was not considered.

Director View on Auditor Adverse remark:

The company has proper internal audit system and same has been provided
to statutory auditor during the audit. Hence the view of audit qualification is
unnecessary.

SECRETARIAL AUDITOR AND REPORT:

Secretarial Auditor

The Secretarial Auditors, M/s Manjeet & Associates, Practising Company
Secretaries, has issued Secretarial Audit Report (Form MR-3) for the

Financial Year 2024-25 pursuant to Section 204 of the Companies Act, 2013
and pursuant to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 which is annexed to Directors’
Report (Refer Annexure-3).

Secretarial Auditors Report:

The observations in Secretarial audit report are self -explanatory and
therefore does not call for any further explanation.

COST AUDITORS:

The provision of Section 148(1) does not apply to the Company, hence the
Company is not required to maintain the cost records.

INTERNAL AUDITOR:

The Board has appointed Internal Auditor in compliance with Section 138 of
the Companies Act, 2013 and rules made thereunder.

RISK MANAGEMENT:

The Company has a mechanism to identify, assess, monitor, and mitigate
various risks to its key business objective. Major risks identified by the
business and functions are systematically addressed through mitigating
actions on a continuing basis. However, as per the listing regulation,
constitution of Risk Management Committee for enforcing Risk Management
Policy is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATION IN FUTURE:

No significant and material orders were passed by the Regulators or Courts
or Tribunal which impact the going concern status and future operations of
the Company.

There is No application /proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

INDIAN ACCOUNTING STANDARDS, 2015:

The annexed financial statements for the Financial Year 2024-25 and
corresponding figures for 2024-25 comply in all material aspects with Indian
Accounting Standards (Ind AS) notified under section 133 of the Companies
Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company does not fall under any of the threshold limits given under
Section 135 of the Companies Act, 2013, the provision of Corporate Social
Responsibility is not applicable to the Company.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

All related party transaction that were entered into during the financial year
were on arm’s length basis and were in the ordinary course of business.
There is no material contract or arrangement in accordance with the
requirement of SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015.

There is no materially significant related party transactions made by the
company with the Promoter, Director, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of
the company at large. All related party transaction is placed before the audit
committee and given in the notes annexed to and forming part of this
financial statement.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has a vigil mechanism / Whistle Blower policy to deal with the
instance of fraud and mismanagement, if any. It provides opportunities to
the directors, employees and any other person dealing with the company to
report in good faith to the management about the unethical and improper
practices, fraud or violation of Company’s code of conduct. The vigil
mechanism under the policy also provides for adequate safeguard against
victimization of employee and directors who use such mechanism and
makes provision for direct access to the Chairman of the Audit Committee in
exceptional Cases. The Company affirms that none of the personnel of the
Company has been denied access to the Audit Committee.

Further, as per the provisions of Regulation 18 (3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 (Listing
Regulations) read with Part C of Schedule II to Listing Regulations, the Audit
Committee has reviewed the functioning of whistle blower mechanism of the
Company and found the same satisfactory

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted/renewed any
deposit from the public within the meaning of section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO;

The particulars relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be disclose under the
act are provided in Annexure-1.

PARTICULAR OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES
GIVEN AND SECURITIES PROVIDED;

During the financial year 2024-25 the company has neither made any
investment nor given any loans or guarantee covered under the provision of
Section 186 of the Companies Act, 2013.

PERSONNEL RELATIONS:

The Company considers human capital as a critical asset and success factor
for smooth organizational workflow. Your directors hereby place on record
their appreciation for the service rendered by the executives, staff, and
workers of the Company for their hard work, dedication, and commitment.
During the year under review, relations between the employee and the
management continued to remain cordial.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURE:

No employee of the Company had drawn salary in excess of the limits
specified under Section 197(12) of the Companies Act, 2013 and the rule 5
of the company (Appointment and Remuneration of managerial personnel)
rules 2014 and read with the Companies (Particulars of Employees) Rules,
197.

LISTING ON STOCK EXCHANGE;

The Company’s shares are listed on the Bombay Stock Exchanges, Mumbai.
The Company has paid the listing fee to the stock exchange for the financial
year 2025-26 and has complied with all the requirement of the listing
regulations.

DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE ^PREVENTION, PROHIBITION AND REDRESSED ACT
2013:

Pursuant to the provisions of Section 22 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read
with Rule 14, the internal committee constituted under the said act has
confirmed that no complaint / case has been filed / pending against the
Company during the year.

SECRETARIAL STANDARD:

The Company complies with all applicable mandatory secretarial standard
issued by the Institute of Company Secretaries of India.

CODE OF CONDUCT:

The Company has adopted the code of conduct for all Board members and
Senior Management as required under Regulation 17 of the Listing
Regulations. All Board Members and Senior Management personnel have

affirmed compliance with the code on an annual basis and a declaration to
this effect signed by Mr. Surendra Bhandari, MD of the Company, forming
part of this report.

CFO CERTIFICATION:

A certificate duly signed by MD relating to financial statements and internal
controls and internal control systems for financial reporting as per the
format provided in Regulation 17(8) of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 was placed before the Board
and was taken on record.

CAUTIONARY NOTE:

Statement in this Management Discussion Analysis Report describing the
Company’s objectives, projections, estimates and expectations may be
forward looking statement within the meaning of applicable laws and
regulation. Actual results may differ substantially or materially from those
expressed or implied. Important development that could alter your
Company’s performance include increase in material costs, technology
development and significant changes in political and economic environment
tax laws and labor relations.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere gratitude to the
Governments, Financial Institutions and Banks for the assistance, co¬
operation and encouragement received during the year. Your Directors also
wish to place on record their sincere appreciation to the Investors for their
continuing support, Dealers, Business Associates and Employees at all
levels for their unstinting efforts in ensuring excellent performance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
HITTCO TOOLS LIMITED

Sd/- Sd/-

(Surendra Bhandari) (Madhu

Bhandari)

Managing Director Director

DIN: 00727912 DIN: 00353298

Place: Bangalore
Date: 05/09/2025