Your directors are pleased to present the 39^th Annual Report of your Company, together with the Audited Financial Statements of the Company for the
Financial Year ended on March 31,2025. Further, the consolidated performance of the Company and its subsidiaries have been referred to wherever
required.

HIGHLIGHTS OF THE FINANCIAL PERFORMANCE

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

(' in million except EPS)

GENERAL INFORMATION

Over the years, your Company has been guided by Management’s vision
of excellence, innovation and commitment to accomplish significant
milestones. Our success is built on a foundation of quality, customer
satisfaction, and continuous improvement. As we look ahead, we remain
committed to strengthening relationships, embracing new technologies,
and expanding our global footprint.

The contribution of the automobile sector to the nation’s GDP is a major
indicator of economic development and is essential to the development of
India’s industrial structure as well as its long-term success. The “Make in
India” initiative launched in 2014, has significantly transformed India’s
automobile industry. The Indian automotive industry continues to grow
rapidly which makes India the 3^rd largest country globally in terms of
automobile sales and the 4^th largest in automobile production. The sector
has attracted substantial investments, spurred innovation, and increased
localization, contributing to economic growth and sustainability.

Despite considerable external headwinds, the Indian economy achieved a
growth rate of 6.5% in 2024-25, supported by robust domestic demand
and resilient performance across sectors including manufacturing,
construction and services. The automotive industry, which contributes
approximately 7% to India’s GDP, played a significant role in this growth
through increased production and rising vehicle sales.

According to the data released by Society of Indian Automobile
Manufacturers (“SIAM”) for the Financial Year 2024-25, the automotive
industry achieved significant growth. Total vehicle production during April
2024 to March 2025 reached 3,10,34,174 units, marking an increase from
2,84,39,036 units in the previous year (April 2023 to March 2024). The
domestic sales for the same period also showed substantial progress,
reaching 2,56,07,391 units, compared to 2,38,57,411 units in the previous
year. The exports witnessed a growth of 53,63,089 units in the current
year, from 45,00,494 units in the previous year.

Notably, the domestic sales of Three Wheelers and Two Wheelers
experienced remarkable growth in Financial Year 2024-25. Three Wheelers
sales rose from 6,94,801 units to 7,41,420 units, and Two Wheelers sales
increased from 1,79,74,365 units to 1,96,07,332 units, compared to the
previous year.

Regarding exports, there was a mixed trend. While Passenger Vehicle
Exports saw a significant rise from 6,72,105 units to 7,70,364 units in the
Financial Year 2024-25. Commercial Vehicle, Three-Wheeler, and Two
Wheelers exports increased from 65,818 to 80,986 units from 2,99,977 to
3,06,914 units, and from 34,58,416 to 41,98,403 units respectively,
compared to the previous year.

Amidst global uncertainty and economic challenges such as high inflation,
your Company demonstrated remarkable agility and foresight by swiftly
implementing strategic measures that mitigated risks and preserved its
competitive edge. Guided by our core values of Excellence, Integrity,
Commitment and Transparency, we strengthened our core business,
pursued new opportunities, and set ambitious goals for sustainable long¬
term growth.

STATE OF COMPANY AFFAIRS

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

Detailed information on the operations and on the state of affairs of the
Company is majorly covered in the Management Discussion and Analysis
Report, forming part of this report. Throughout the financial year, your
Company has consistently maintained operational efficiency and stability.

During the Financial Year 2024-25, on a standalone basis, the total revenue
stood at ' 6,696.12 million, compared to the last Financial Year 2023-24 at
' 7,892.93 million. The Profit Before Tax during the year is ' 635.69 million.
Similarly, the Net Profit After Tax of the Company is ' 473.78 million.

On a consolidated basis, the total revenue is ' 9,386.81 million in the
Financial Year 2024-25, as compared to the last Financial Year 2023-24
' 1,168.35 million. The Net Profit Before Tax ' 627.66 million declined this
year as compared to ' 1379.31 million in the previous Financial Year 2023¬
24. However, during the previous Financial Year 2023-24 the Net Profit
Before Tax i.e. ' 1379.31 million includes income from exceptional items
of ' 770.06 million. Similarly, the Net Profit After Tax of the Company in
the Financial year 2024-25 is ' 403.63 million in comparison to ' 1142.53
million in the previous year.

On the export front, on a standalone basis, the Company recorded an
export turnover of ' 2,197.13 million as compared to ' 2,293.81 million in
the previous year. The share of total export turnover stood at 33.41% of
the total turnover of the Company.

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (‘Act’) and
IND AS-110 on Consolidated Financial Statements, read with IND AS-28
on Investments in subsidiaries outside India, the Audited Consolidated
Financial Statements for the Financial Year ended March 31,2025, form
part of this report.

THE HI-TECH GEARS LIMITED STOCK INCENTIVE PLAN, 2021 (“THGL
SIP 2021”/ “PLAN”)

Your Company has implemented an employee stock option plan namely
‘The Hi-Tech Gears Limited Stock Incentive Plan, 2021’ covering the
Employees of the Company and its existing or future Subsidiary Companies.
The scheme was approved by the shareholders in the Annual General
Meeting of the Company held on Wednesday, September 29, 2021, by

way of Special Resolution.

In line with the Regulation 14 of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, a statement giving complete details,
as on March 31,2025, is available on the website of the Company: https:/
/www.thehitechgears.com/annualreport.php

During the financial year under report, the Nomination and Remuneration
Committee vide its resolution dated February 12, 2025, has allotted 15,031
equity shares of ' 10/- each of the Company, pursuant to exercise of
stock options by the eligible employees of the Company and its subsidiary
companies, under the “The Hi-Tech Gears Limited Stock Incentive Plan,
2021”. The equity shares allotted rank pari-passu with the existing share
capital of the Company. Except as stated herein, there was no other change
in the share capital of the Company.

SHARE CAPITAL

During the financial year under review, the paid-up Equity Share Capital
of the Company has been increased from ' 18,77,81,860 (comprising of
1,87,78,186 Equity Share of ' 10/- each) to ' 18,79,32,170 (comprising of
1,87,93,217 Equity Share of ' 10/- each) pursuant to allotment of 15,031
equity shares of ' 10/- each, to the eligible employees of the Company
and its subsidiary companies, under the “The Hi-Tech Gears Limited Stock
Incentive Plan, 2021”.

DIVIDEND

The Board of Directors, at its meeting held on May 29, 2025, recommended
a final dividend @ 50% i.e. ' 5.00/- per equity share of ' 10/- each
amounting to ' 93.96 million subject to the approval of the shareholders at
the 39^th Annual General Meeting.

Pursuant to The Finance Act, 2020 read with Income Tax Act, 1961 dividend
declared/recommended and paid by the Company after April 1^st, 2020, is
taxable in the hands of shareholders and the Company is required to deduct
the tax at source (“TDS”) on the distribution of dividend income to its
shareholders at the prescribed applicable rates. In view of this, the
Company will also send the communication to shareholders to inform them
of their status, PAN, and other details, so that the Company can comply
with the provisions accordingly.

TRANSFER TO RESERVES

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

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during
the Financial Year 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS (“SS”)

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

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, cost, secretarial auditors and external agencies,
including audit of internal controls over financial reporting by the Statutory
Auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion
that the Company’s internal financial controls were adequate and effective
during Financial year 2024-25.

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

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

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

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

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

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

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

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENT

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

Further, the Audit Committee monitors the adequacy and effectiveness of
your Company’s internal financial control framework.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Followings are the Subsidiaries of the Company-

The Board has duly reviewed the affairs of the subsidiary companies, from
time to time wherein, 2545887 Ontario Inc., and The Hi-Tech Gears Canada
Inc. are considered to be ‘Material Subsidiary’ companies, pursuant to
provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI (LODR) Regulations, 2015”) &
on the basis of financials for the period ended on March 31,2025.

Further, there is no material change in the business of subsidiary companies
and the Company has taken note of all the significant transactions and
arrangements entered into by its subsidiaries. The other financial and vital
details related to subsidiaries are provided in attached AOC-1 form as
Annexure-I (Statement containing salient features of the financial statement
of subsidiaries), pursuant to section 129 and section 136 of the Companies
Act, 2013 and rules made thereunder.

Pursuant to the provisions of the Companies Act, 2013 and applicable
accounting standards, the standalone and consolidated financials together
with the reports of Statutory Auditors are provided in the Annual Report.

Further, the Company’s policy for determining material subsidiaries in terms
of applicable SEBI (LODR) Regulations, 2015 and other applicable laws
is available at https://www.thehitechgears.com/codespolicies.php

DIRECTORS, KEY MANAGERIAL PERSONNEL’S AND EVALUATION

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

The changes in the composition of the Board of Directors and Key
Managerial Personnel of the Company during the year under review are
as under:

a) Appointment/Re-appointment

The Board of Directors (“Board”), on recommendations of the
Nomination and Remuneration Committee (‘NRC’), have approved
the appointment of Mr. Arjun Juneja, Mr. Deval Mahadev Desai, Mr.
Vikram Rupchand Jaisinghani, Mr. Sameer Gupta as Non-Executive
- Independent Director of the Company and Mr. Girish Narang as
Whole Time Director & Key Managerial Personnel designated as
Executive Director w.e.f. August 06, 2024.

Further, the Board, on approval and recommendation through
resolution by circulation dated February 04, 2025 by the NRC,
approved the appointment of Ms. Suchitra Rajendra through resolution
by circulation on February 06, 2025, as Non-Executive-Independent
Director in the Company with effect from February 11,2025, as per
applicable provisions of the Companies Act, 2013 & the SEBI (LODR)
Regulations, 2015.

Subsequently, the approval of members was also obtained in AGM
for aforesaid appointments, other than Ms. Suchitra Rajendra.

Further, in the case of the appointment of Ms. Suchitra Rajendra
(Non-Executive-Independent Director) the approval of members was
obtained via the Postal Ballot.

b) Retirement by Rotation

Pursuant to the provisions of the Companies Act, 2013 and Article of
Association of the Company, Mr. Anant Jaivant Talaulicar (DIN-
00031051) and Mr. Anuj Kapuria (DIN-00006366) are liable to retire
by rotation at the 39^th Annual General Meeting and being eligible to
offer themselves for re-appointment. A brief profile of Mr. Anant Jaivant
Talaulicar (DIN-00031051) and Mr. Anuj Kapuria (DIN-00006366) is
provided in the Notice convening the 39^th Annual General Meeting.

c) Resignation/Retirement of Director

During the year under review, Mr. Amresh Kumar Verma, Whole Time
Director & Key Managerial Personnel designated as Executive
Director, took early retirement with effect from the closure of business
hours of August 06, 2024, and Mr. Anil Kumar Khanna, Mr. Sandeep
Dinodia, Mr. Vinit Taneja and Mr. Krishna Chand Verma (Non¬
Executive Independent Directors of the Company) were retired with
effect from the closure of business hours of September 17, 2024.

Mr. Ramesh Shankarmal Pilani (Non-Executive Independent Director)
tendered his resignation from the position Non-Executive Independent
Director of the Company, with effect from the closure of business
hours of January 27, 2025 due to personal reasons and he also
confirmed that there are no material reasons for his resignation other
than mentioned above.

Further, the Board of Directors, in their Meeting held on February 13,
2025, took note of the retirement of Ms. Malini Sud from the position
of Non-Executive Independent Director of the Company with effect
from February 12, 2025.

d) Changes in Key Managerial Personnel

During the Financial Year under review, Mr. Amresh Kumar Verma,
Whole Time Director & Key Managerial Personnel designated as
Executive Director, took early retirement with effect from the closure
of business hours of August 06, 2024. Further, Mr. Girish Narang

was appointed as Whole Time Director & Key Managerial Personnel
designated as Executive Director w.e.f. August 06, 2024.

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

e) Key Managerial Personnel’s (“KMP”)

Mr. Deep Kapuria (Executive Chairman), Mr. Pranav Kapuria
(Managing Director), Mr. Anuj Kapuria (Executive Director), Mr. Girish
Narang (Executive Director), Mr. Kapil Rajora (Chief Financial Officer)
“C.F.O.” and Mr. Naveen Jain (Company Secretary) are designated
as KMP, as on March 31,2025.

f) Independent Directors

The Board has 6 (Six) Independent Directors including (1) one Woman
Independent Director as on March 31,2025, representing diversified
fields and expertise. Details are provided in the appropriate section
of the Corporate Governance Report.

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

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

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

(g) Meetings of the Board

The Board met 4 (Four) times during the Financial Year 2024-25 to
conduct the operations of the Company. The details of the Meetings
are given in the Corporate Governance Report, which forms part of
this Annual Report. It is confirmed that the gap between two
consecutive meetings was not more than (120) One Hundred and
Twenty Days as provided in section 173 of the Companies Act, 2013.
For further details related to the Committee meetings kindly refer the
Corporate Governance Report.

(h) Annual Evaluation of the Board, its committees and of Individual
Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015, the Board carried out a formal annual
performance evaluation of its own performance, the Chairman,
individual Directors and the working of the different committees. Such
evaluation was done through the established evaluation framework
and the SEBI Guidance Note. The framework included different tools
such as individual questionnaires, covering various information
required to have the evaluation. All the layers of the Board, such as
the Board, Committees and the Independent Directors performed their
part by evaluating the performances of the other Directors as
mandated.

The Company has also devised a policy for evaluating the performance
of Independent Directors, Board, Committees, and other individual
Directors which forms part of the NRC policy and is also available on
https://www.thehitechgears.com/codespolicies.php.

AUDITORS AND THEIR REPORTS

a) Statutory Auditors

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

till the conclusion of 41^st Annual General Meeting of the Company to
be held in the year 2027.

The Auditors’ Report does not contain any qualification, reservation
or adverse remark and does not call for any further explanation/
clarification by the Board of Directors as provided under Section 134
of the Act. With respect to the point no. (vii)(b) in Annexure “A” to
Auditors’ Report relating to non-deposit of disputed taxes, the Board
wishes to inform that those matters are related to regular tax matters
for which the Company has preferred appeal to Appellate Authorities.
The necessary explanations are also provided in Note 38 to the
Standalone Financial Statements. The rest of the report by the
Statutory Auditors is self-explanatory. Please refer to the Notes to
Accounts, wherever necessary.

Further, there were no fraud reported by the Statutory Auditors to the
Audit Committee or the Board under Section 143(12) of the Companies
Act, 2013.

b) Cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is
required to have the audit of its cost records conducted by a Cost
Accountant. The Board of the Company, on the recommendation of
the Audit Committee, has approved the appointment of M/s. Kabra
and Associates, Cost Accountants (Registration No. - 00075) as the
Cost Auditors of the Company to conduct a cost audit for relevant
products prescribed under the Companies (Cost Records and Audit)
Rules, 2014 for the year ending March 31, 2025. They provided a
certificate confirming their eligibility and consent for appointment under
Section 139(1) of the Act and the corresponding Rules.

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

The cost accounts and records of the Company are duly prepared
and maintained as required under Section 148(1) of the Companies
Act, 2013.

c) Secretarial Auditors

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, inter-alia requires every listed
Company to annex with its Board’s Report, a Secretarial Audit Report
provided by a Company Secretary in Practice, in the prescribed format.
The Board of Directors appointed M/s. Grover Ahuja and Associates,
Practicing Company Secretaries as Secretarial Auditor to conduct
Secretarial Audit of the Company for the Financial Year ended March
31,2025, and their report is annexed to this Board Report (Annexure-
II). The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Additionally, pursuant to Regulation
24(A) of the SEBI (LODR) Regulations, 2015, read with SEBI circular
CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has
undertaken and received an Annual Secretarial Compliance Report
from M/s Grover Ahuja and Associates, Practicing Company
Secretaries and submitted the same to the stock exchanges within
the specified time period.

In accordance with the provisions of Section 204 and other applicable
provisions of the Companies Act, 2013, read with Rule 9 of the
Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force) (‘the Act’) and pursuant to recent
amendments to Regulation 24A of the SEBI (LODR) Regulations,
2015, the Audit Committee and Board of Directors at their meeting
held on August 11,2025, have approved the appointment of M/s. PG

& Associates, Company Secretaries (Firm Registration No.
S2004DE73600) as the Secretarial Auditors of the Company, to hold
the office, for a period of five (5) consecutive years, commencing
from Financial year 2025-26 to 2029-30, subject to approval of the
Members at the 39^th Annual General Meeting.

Detailed profile of M/s. PG & Associates, Practicing Company
Secretaries is given under the Notice of 39^th Annual General Meeting,
which forms part of the Annual Report of the Company for the Financial
Year 2024-2025.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies
Act, 2013 and Rules made there under, all unpaid or unclaimed dividends
are required to be transferred by the Company to IEPF after the completion
of seven years from the date of transfer of dividend amount in Unpaid
Dividend Account.

Similarly, the MCA has notified Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 effective
from 7^th September 2016 which provide that, the shares in respect of which
dividend has not been claimed or unpaid by the shareholders for seven
consecutive years or more shall also be transferred to the demat account(s)
to be prescribed by the IEPF Authority.

The details of such dividends and shares transferred pursuant to the
aforesaid provisions are provided in the General Shareholder information
section at point No.11 of Section XIII of Corporate Governance Report. A
list of such cases is also available at the website of the Company at https:/
/www.thehitechgears.com/unclaimedshares.php.

In terms of the said Rules and the amendment thereof vide notification
dated 28^th February 2017 and 13^th October, 2017, the necessary
communications have been made to the respective shareholders whose
shares were required to be transferred to the IEPF so as to enable them to
claim their dividend attached to such shares before such dividend and
shares are transferred to IEPF Authority and further, the necessary
information in this regard is available on the website of the Company https:/
/www.thehitechgears.com/investors.php for the convenience of the
shareholders. Members may refer to the Refund Procedure for claiming
the afore-mentioned amounts and shares transferred to the IEPF Authority
as detailed on http://www.iepf.gov.in/IEPF/refund.html.

In view of this, those shareholders whose dividend is unpaid or unclaimed
must claim it at the earliest. The dividend and equity shares once transferred
into IEPF A/c can only be claimed by the concerned shareholder from
IEPF Authority after complying with the procedure prescribed under the
Rules and any amendment thereof.

Accordingly, during the Financial Year 2024-25 and up to the date of
approval of the Board Report, the Company has transferred 3407 equity
shares to the IEPF Authority, in respect of which the amount of dividend
has not been claimed or unpaid for the seven consecutive years to the
shareholders concerned from the date of declaration respectively.

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

ANNUAL RETURN

As required pursuant to Section 92(3) and 134(3)(a) of the Companies
Act, 2013 and rules made thereunder, the Annual Return of the Company
for the Financial Year 2024-25 shall be filed within 60 days from the ensuing

AGM or within such extended time as may be provided by the MCA through
notification and same shall be uploaded on the Company’s website and
can be accessed at https://www.thehitechgears.com/investors.php. The
Annual Return for the Financial Year 2023-24 filed with the Ministry of
Corporate Affairs after the 38^th Annual General Meeting held in the year
2024 is available on the Company’s website at https://
www.thehitechgears.com/investors.php.

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

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

REPORT ON CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

RISK MANAGEMENT POLICY

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

Further, pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015,
the Board of Directors frequently review and monitor the risk assessment/
management plan and steps taken to minimize the risks.

CORPORATE SOCIAL RESPONSIBILITY

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

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

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be
regarded as related parties, were considered to be in the ordinary course
of business and on an arm’s length basis. As provided under section
134(3)(h) of the Companies Act, 2013 and Rules made thereunder,
disclosure of particulars of material transactions with related parties entered
into by the Company with related parties in the prescribed format is annexed
to this report as Annexure-V. Disclosures on related party transactions
are also set out in Note No. 36(b) to the Standalone Financial Statements
and Note No. 37(b) to the Consolidated Financial Statements.

The Policy on materiality of related party transactions pursuant to
Regulation 23 of SEBI (lOdR) Regulations, 2015, as approved by the
Board can be accessed on the Company’s website https://
www.thehitechgears.com/investors.php.

Pursuant to provisions of Section 188 of the Companies Act, 2013 read
with Regulation 23 of the SEBI (LODR) Regulations, 2015, all Material
Related Party Transactions (‘RPTs’)/Contracts shall require prior approval
of the shareholders by means of an Ordinary Resolution, even if such
transaction(s) are in the ordinary course of business and at an arm’s length
basis. The approval of the Audit Committee and Board was sought for all
material RPTs. The approval of Shareholders was also obtained by means
of ordinary resolution whenever required.

ELECTRONIC CLEARING SERVICES (ECS)

As per the circular issued by Securities and Exchange Board of India
(SEBI), companies should mandatorily use the facility of Electronic Clearing
Services (ECS), for distribution of dividends to its members. This facility
provides the members with an opportunity to receive a dividend amount
directly in their bank accounts. For availing this facility, members holding
shares in physical form may send their duly filled ECS mandate form to
the Company’s Registrar and Share Transfer Agent (RTA). Members
holding shares in dematerialized form may kindly note that their bank
account details as furnished to their depositories will be taken for the
purpose of ECS by the Company.

SEBI vide its Circular, mandated that the security holders (holding securities
in physical form), whose folio(s) do not have PAN or Contact Details or
Mobile Number or Bank Account Details or Specimen Signature updated,
shall be eligible for any payment including dividend, interest or redemption
in respect of such folios, only through electronic mode with effect from 1^st
April, 2024, upon their furnishing all the aforesaid details in entirety.

POSTAL BALLOT DURING THE FINANCIAL YEAR 2024-25

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

CODE OF CONDUCT OF INSIDER TRADING

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

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

CODE OF CONDUCT

Your Company has adopted the Code of Conduct for its Board Members
and Senior Management personnel pursuant to SEBI (LODR) Regulations,
2015. The code of conduct is also placed on the website of the Company
https://www.thehitechgears.com/investors.php.

The Declaration by the Managing Director of the Company regarding
compliance with the Code of Conduct for Board Members and Senior
Management is annexed to the Corporate Governance Report.

SHARE CAPITAL AUDIT

M/s Grover Ahuja and Associates, practicing Company Secretaries carried
out the Share Capital Audit on quarterly basis to reconcile the total issued
and listed share capital with National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). The Board of
Directors confirms that the total issued and paid-up capital as on March
31, 2025, is reconciled with the total number of shares in physical form
and the total number of dematerialized shares held with NSDL and CDSL.
The Reconciliation of Share Capital Audit Certificates were submitted to
the Stock Exchanges on a quarterly basis and were also placed before
the Board Meetings.

LISTING OF SHARES

With a view to provide easy liquidity in the shares of the Company, the
equity shares of your Company are presently listed on the premier stock
exchanges of the Country viz., the National Stock Exchange of India Limited
(NSE) and the BSE Limited (BSE). Pursuant to Regulation 14 of SEBI
(LODR) Regulations, 2015, the annual listing fees for the year 2024-25
have been paid within the prescribed time period.

DEPOSITS

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

DEMATERIALIZATION OF THE EQUITY SHARES

99.75% of the total equity shares of the Company are held in dematerialized
form with the participants of National Securities Depository Limited (NSDL)
and Central Depository Securities (India) Limited (CDSL) as on March 31,
2025.

Further, as per SEBI vide its Circular No. SEBI/HO/MIRSD/
MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and SEBI vide
Gazette Notification no. SEBI/LAD-NRO/GN/2022/66 dated January 24,
2022 has mandated the listed companies to issue securities in
dematerialized form only while processing service requests, viz., Issue of
duplicate securities certificate, claim from unclaimed suspense account,
renewal/exchange of securities certificate, endorsement; sub-division/
splitting of securities certificate, consolidation of securities certificates/
folios, transmission and transposition. The RTA shall verify and process
the service requests and thereafter issue a ‘Letter of confirmation’ in lieu
of physical securities certificate(s), to the securities holder/claimant within
30 days of its receipt of such request after removing objections, if any.

In view of the above SEBI Circular, the validity of the Letter of Confirmation
only for a period of 120 days from the date of its issue within which you
have to raise demat request with the DP as above. Any request for
processing demat after the expiry of the aforesaid 120 days will not be
entertained and as per the operating guidelines issued by SEBI, the subject
shares shall be transferred to a Suspense Unclaimed Escrow Demat
Account of the Company.

SEBI vide its Circular, mandated that the security holders (holding securities
in physical form), whose folio(s) do not have PAN or Contact Details or
Mobile Number or Bank Account Details or Specimen Signature updated,
shall be eligible for any payment including dividend, interest or redemption
in respect of such folios, only through electronic mode with effect from 1^st
April, 2024, upon furnishing all the aforesaid details. Keeping in view the
benefits of dematerialization, the shareholders holding shares in physical
form requested to get their shares dematerialized.

PARTICULARS OF EMPLOYEES

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

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

REMUNERATION POLICY

In terms of provisions of Section 178 of the Companies Act, 2013 read
with Regulation 19 of the SEBI (LODR) Regulations, 2015 a policy relating
to remuneration for the Directors, Key Managerial Personnel and other
senior employees has been adopted by the Board of Directors of the

Company in pursuance of its formulation and recommendation by the
Nomination and Remuneration Committee thereby analyzing the criteria
for determining qualifications, positive attributes and independence of a
Director. The said policy is available on the website of the Company at
https://www.thehitechgears.com/investors.php. The salient features of the
policy are provided in the attached Corporate Governance Report.

AUDIT COMMITTEE

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

VIGIL MECHANISM POLICY

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

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

The Company has implemented the policy as “Policy on Prevention and
Redressal of Sexual Harassment of Women at Workplace” which is
available at the website of the Company at https://www.thehitechgears.com/
investors.php.

The Company has complied with the provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

MAIERNIIY BENEFII COMPLIANCE

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

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

During the financial year under review the Company has not extended any
Loans to its Wholly owned Subsidiaries or any other entity as per section
186 of the Companies Act, 2013. However, there is an outstanding loan of
' 70.06 Million as on March 31, 2025 which was extended to 2545887
Ontario Inc. during Financial Year 2021-22.

During the year, the Company has made a downward fair valuation
adjustment of ' 116.20 million in the equity shares of Altigreen Propulsion
Labs Private Limited in the Other Comprehensive Income (OCI) based on
the share valuation report of Registered Valuer. The fair value of the equity
instrument is designated through OCI. The details of the investments made
by the Company are mentioned in notes no. 8 of the standalone Financial
Statements for the year ended March 31,2025.

MATERIAL CHANGES AND COMMITMENTS

The Company has adopted a new set of Memorandum of Association
(MOA) as per Companies Act, 2013 and altered the main Object clause of
the MOA of the Company via Postal Ballot dated July 15, 2025. There are
no other material changes and commitments affecting the financial position
of the Company which have occurred between the end of the Financial
Year to which the financial statements relate and the date of the report.

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

There is no significant and/or material order passed by the regulators or
courts impacting on the going-concern status of the Company, other than
the order passed under Insolvency and Bankruptcy Code, 2016 by tribunal
(NCLT/NCLAT), the details of the same is provided under the head of
“Details of Proceedings pending under the Insolvency and Bankruptcy
Code, 2016” of this Report.

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

The following are the details of proceedings and their status thereof at the

end of the Financial Year ?0?4_-?5_:

DETAIL OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION
DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

As per Regulation 34 of the SEBI (LODR) Regulations, 2015, Business
Responsibility & Sustainability Reporting is not applicable to the Company.

PERSONNEL

The Board of Directors places on record their appreciation of the untiring
efforts of the employees of the organization at every level. The efforts to
create a family-like atmosphere continued throughout the year. Like the
many years gone by, this year also witnessed increased cohesion among

all levels of employees, which is evident from the performance of the
Company. Training and Development of employees provided further
impetus and have contributed towards the all-round improved performance
of your Company. The Company encourages by rewarding and recognizing
employees for their long-term commitment as and when the opportunity
arises.

TRADE RELATIONS

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

ACKNOWLEDGEMENT

The Board of Directors places on record their sincere appreciation for the
assistance, co-operation and valuable support provided to the Company

by Customers, Vendors, Banks, Financial Institutions and other
stakeholders and hope to continue to receive the same in future. Your
directors also record their appreciation for the commitment and dedication
of the employees of the Company at all levels.

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

By Order of the Board
For The Hi-Tech Gears Limited

Sd/-

Place: New Delhi Deep Kapuria

Dated: August 11, 2025 Chairman