Your Director's have pleasure in presenting the Fifty fourth Annual Report of the Company together with the audited
accounts for the Financial Year ended March 31, 2025.

1. Financial summary / Performance of the Company

FINANCIAL RESULT
(Rupees in lakhs)

2. Dividend.

Your Board had declared final dividend @ Rs. 0.40
(INR Forty Paisa Only) per equity share (i.e.20%)
of Rs. 2 for the Financial Year 2023-24 as per
recommendation of the Board of Directors at the
annual general meeting of the Company held on 30
September, 2024.

The Board of Directors of your company is pleased to
recommend a dividend of Rs. 0.50/- per equity share of
the face value of Rs.2/-each (@ 25%), payable to those
Shareholders whose names appear in the Register of
Members as on the cut-off date i.e 20.08.2025.

3. Reserves.

Your Board does not propose to carry any amount to
any reserves for the financial year 2024-25.

4. Brief description of the Company's working
during the year/State of Company's affair.

Total turnover during the year is Rs. 40,700.29 Lakh
(Previous Year Rs. 37342.86 Lakh). We have made a
Profit after tax of Rs. 975.80 Lakh (Previous Year Rs.
711.17 Lakh).

5. Change in the nature of business, if any.

There is no change in the nature of business during
the financial year 2024-2025.

6. Material changes and commitments, if any, affecting
the Financial Position of the Company which have

occurred between the end of the Financial Year of
the Company to which the Financial Statements
relate and the date of the Report.

There have been no material changes and
commitments, which affect 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 this Report.

7. 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

No significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and company's operations in future
during the financial year and or subsequent to the
close of the financial year of the Company to which
the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial
controls with reference to the Financial Statements.

The Company has appointed internal auditor for
adequacy of internal financial controls and your
Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate
Companies.

During the financial year, the Company entered into
a Limited Liability Partnership (LLP) Agreement and

agreed to subscribe to the capital contribution of M/s
Himforge Rings LLP, a newly incorporated entity,
which is considered a subsidiary in accordance with
the provisions of the Companies Act, 2013.

10. Performance and financial position of each of
the subsidiaries, associates and joint venture
companies included in the consolidated financial
statement.

During the financial year, the Company entered into
a Limited Liability Partnership (LLP) Agreement
and agreed to subscribe to the capital contribution
of M/s Himforge Rings LLP, a newly incorporated
entity, which is considered a subsidiary in accordance
with the provisions of the Companies Act, 2013.
The LLP has not commenced any operations or
business activities; no financial transactions are
recorded in the LLP and neither the Company nor
any other Partners of the LLP have made any capital
contributions. In view thereof no consolidated
financial statements have been prepared as de-facto
the standalone financial statements are replica of
consolidated financial position.

11. Deposits.

Your Company has not accepted any deposits from
public during the year and there was no deposit
at the beginning of the year. Therefore, the detail
relating to deposits, covered under Chapter V of the
Act is not applicable.

12. Auditors.

Statutory Auditors:

The present statutory auditor M/s. PR A
ASSOCIATES, Chartered Accountants has been
appointed for the Second Term for a period five
years pursuant to the provisions of section 139 of the
Companies Act 2013 at the Annual General Meeting
held on 29^th September, 2022 and is eligible to act as
statutory auditor for the current financial year.

13. Internal Auditors:

For the year 2024-2025, the Board has appointed M/s
CA A S Raghuvanshi & Co (part year)& M/s Anand
Saklecha & Co. (part Year) as Internal Auditors
of the Company for Pithampur Units (Madhya
Pradesh), M/s S. LAL BANSAL & CO. and M/s
JHS & Associates Chartered Accountants as Internal
Auditors of the Company for, Gear Division,
Manpura Unit & Unit-IV, Baddi, Himachal Pradesh
and Vadodara Unit, Gujarat respectively in terms of
Section 138 of the Companies Act, 2013 and rules &
regulations, made there under.

For the Financial Year 2025-2026, the Board of
Directors, on the recommendation of the Audit
Committee and in accordance with the provisions of
Section 138 of the Companies Act, 2013 and the rules
made thereunder, has appointed M/s S. Lal Bansal
& Co., Chartered Accountants, as Internal Auditors

for the Gear Division, Manpura Unit and Unit-IV,
Baddi, Himachal Pradesh; M/s JHS & Associates,
Chartered Accountants, as Internal Auditors for the
Vadodara Unit, Gujarat; and M/s Anand Saklecha &
Co., Chartered Accountants, as Internal Auditors for
the Pithampur Units, Madhya Pradesh — all vide
Board Meeting held on 12th February 2025.

14. Auditors' Report.

No qualification, reservation or adverse remark or
disclaimer has been made by the Auditors in their
Auditors' Report for the year 2024-2025.

15. Share Capital.

Authorised, Issued, Subscribed and Paid-Up
Capital

During the period under review, the Authorised
Share Capital of the Company Remain same at
^31,00,00,000 (Rupees Thirty-One Crores only),
comprising 15,21,25,000 (Fifteen Crores Twenty-
One Lakhs Twenty-Five Thousand) Equity Shares
of ^2/- each, 7,500 (Seven Thousand Five Hundred)
9.5% Cumulative Redeemable Preference Shares of
L100/- each, and 5,00,000 (Five Lakhs) Unclassified
Shares of L10/- each.

At the beginning of the financial year, the Issued,
Subscribed and Paid-Up Share Capital of the
Company was ^1,57,32,032 divided into 78,66,016
Equity Shares of ^2/- each. During the year, the
Company allotted 8,25,800 Equity Shares and
16,39,200 Share Warrants (each convertible into
one fully paid-up Equity Share of Rs. 2/- each) on
a preferential basis on 17th September 2024. Out of
these, 80,000, 40,000, and 6,59,600 Share Warrants
were converted into Equity Shares on 07^th November

2024, 14th November 2024, and 27^th March 2025,
respectively.

Accordingly, as on 31st March 2025, the Paid-Up
Equity Share Capital of the Company stood at
^1,89,42,832. The Listed Capital as on 31^st March
2025 was ^ 1,76,23,632/-. The Company received
trading approval for the 6,59,600 Equity Shares on
15^th May 2025, which became effective from 16^th May

2025.

During the year under review, the Company has
not bought back any of its securities, nor issued any
Sweat Equity Shares, Shares with Differential Voting
Rights, or shares under any Employee Stock Option
Plan. There has been no change in the voting rights
of shareholders.

16. Preferential Issue

A. Pursuant to provisions of Sections 23(1)(b), 42,
62(1)(c) of the Companies Act, 2013 and Chapter
V of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018 and Special Resolution passed in
Extra-Ordinary General Meeting dated 28th August,

2024, the Company had issued 8,25,800 (Eight lakh twenty-five thousand eight hundred) equity shares of the
Company of face value of Rs. 2/- (Rupees Two only) at a price of Rs.175/- (Rupees One Hundred and Seventy-
Five Only) each at a premium of Rs. 173/- per share aggregating to Rs. 14,45,15,000 /- (Rupees Fourteen Crores
Forty-Five Lakhs Fifteen Thousand Only) on a preferential basis to persons / entities listed below:

B. Pursuant to Sections 23(1)(b), 42, 62(1)(c) of Companies Act, 2013 and Chapter V of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Special Resolution passed
in Extra-Ordinary General Meeting dated 28th August, 2024, the Company had issued 16,39,200 (Sixteen lakhs
Thirty-Nine Thousand two hundred only) Convertible Warrants of the company, at a price of Rs. 175/- (Rupees
One Hundred Seventy-Five Only) per warrant each convertible into, or exchangeable for, 1 (one) fully paid-up
equity share of the Company having face value Rs. 2/- (Rupees Two only), each at a premium of Rs. 173/- per
share aggregating to Rs. 28,68,60,000/- (Rupees Twenty-Eight Crores Sixty-Eight Lakhs and Sixty Thousand
only) on a preferential basis to persons / entity listed below:

C. As on the closure of the financial year on 31st March 2025, a total of 8,59,600 share warrants remained outstanding,

each convertible into an equivalent number of equity
shares.

17. Annual Return.

Pursuant to Section 134(3)(a) and Section 92(3) of
the Act read with Companies (Management and
Administration) Rules, 2014, the Annual Return of
the Company in Form MGT-7 will be been placed
on the Company's website i.e. www.himteknoforge.
com after filing annual return on completion of
ensuing Annual General Meeting with the Registrar
of Companies within the stipulated time.

18. Conservation of energy, technology absorption
and foreign exchange earnings and out go.

The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo
are attached herewith

(Annexure-A).

19. Corporate Social Responsibility (CSR).

The Company is required to spend towards
corporate social responsibility under section 135
of the Companies Act, 2013.The details on the CSR
activities are enclosed as (Annexure-B).

20. Directors.

A) Changes in Directors and Key Managerial
Personnel (KMP):

During the financial year 2024-2025 there is
no change in Directors and Key Managerial
Personnel of the company.

B) Declaration by an Independent Director(s)
and re-appointments, if any:

Declarations:

Declaration by Mr. RaviKant Dhawan, Mr.
Harpal Singh, Mr. Kuldip Narain Gupta and
Mrs. Kiran Raghuvinder Singh, Independent
Directors submitted by them to the Company
discloses that they meet the criteria of
independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013 .

Re-appointments, if any:

Mr. Vijay Aggarwal (DIN 00094141), Director of
the Company retiring by rotation and eligible
for re-appointment has given his consent
and declarations under Form DIR-8 pursuant
to Section 164(2) read with Rule 14(1) of
Companies (Appointment and Qualification of
Directors) Rules, 2014.

The three-year term of Mr. Vijay Aggarwal
(DIN:00094141) is ending on 30.01.2026 as a
managing director of the company and Based

on the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors has re-appointed Mr. Vijay Aggarwal
as an Managing Director for a term of Three
consecutive years commencing from 31^st January
2026, subject to the approval of the shareholders
at the ensuing general meeting.

The three-year term of Mr. Rajiv Aggarwal
(Din: 00094198) is ending on 13.08.2026 as a
Joint managing director of the company Based
on the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors has re-appointed Mr. Rajiv Aggarwal
as an Joint Managing Director for a term of Three
consecutive years commencing from 14^th august
2026, subject to the approval of the shareholders
at the ensuing general meeting.

C) Formal Annual Evaluation.

The Company has devised a policy for
performance evaluation of Independent
Directors, Board, Committees and individual
Directors which includes criteria for
performance evaluation of executive directors
and non-executive directors. The Board has
carried out an annual performance evaluation of
its own performance, the Directors individually
as well as the evaluation of the working of its
committees. The Board of Directors has expressed
their satisfaction with the evaluation process.

Opinion of the Board:

Your Board is of opinion that independent
directors of the Company, possess requisite
qualifications, experience and expertise and
they hold good standard of integrity in various
fields.

21. Meetings.

An agenda of Meetings is prepared and circulated
in advance to the Directors. During this year, Five
(5) Board meetings, Five (5) Audit Committee
Meetings, One (1) CSR Committee meetings, One
(1) Stakeholder Committee and Two (2) Nomination
and Remuneration Committee were convened and
held, the details of which are given in the Corporate
Governance Report.

The intervening gap between the Meetings was
within the period prescribed under Companies Act,
2013 and the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations,2015, read with the erstwhile Listing
Agreement.

Statement indicating the manner in which formal
annual evaluation has been made by the Board of
its own performance and that of its committees and

individual directors has been given in the Corporate Governance Report.

22. Audit Committee

The members of the Audit Committee of the Company as on 31^st March, 2025 are as under:

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.
The Audit Committee Meetings were duly convened during the year ended 31^st March, 2025 on following dates:
? 30-05-2024, 31-07-2024, 03-09-2024, 07-11-2024 and 12-02-2025.

23. Nomination and Remuneration Committee:

The members of Nomination and Remuneration Committee of the Company as on 31^st March, 2025 are as
under:

The Nomination and Remuneration Committee
Meeting was held Two time on 30-05-2024 and 31¬
07-2024 during the year ended 31^st March, 2025.

The policy formulated by nomination and
remuneration committee:

The terms of reference of the committee inter
alia include succession planning for Board of
Directors and Senior Management Employees,
identifying and selection of candidates for
appointment of Directors/Independent
Directors based on certain laid down criteria,
identifying potential individuals for appointment
of Key Managerial personnel and other senior
managerial position and review the performance
of the Board of Directors and Senior Management
personnel including Key managerial personnel
based on certain criteria approved by the Board.
While reviewing the performance, the committee
ensures that the remuneration is reasonable and
sufficient to attract, retain and motivate the best
managerial talents, remuneration commensurate
with the performance of individual/group and
also maintains a balance between both short and
long-term objectives of the company.

24. Particulars of loans, guarantees or investments
under section 186.

The Company has not given loans or guarantee or
made an investment during the financial year 2024¬
2025.

25. Particulars of contracts or arrangements with
related parties.

Particulars of contracts or arrangements with
related parties are given in Form AOC-2 enclosed as
(Annexure-C).

26. Managerial Remuneration.

Disclosures pursuant to section 197(12) of the
Companies Act,2013 read with Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are enclosed
here with (Annexure-D).

27. Secretarial Audit Report.

The Secretarial Audit Report pursuant to section
204(1) of the Companies Act, 2013 given by M/s.
DRP & Associates, Company Secretaries in practice
is enclosed herewith (Annexure- E).

Management Reply toward the Advisory provided
in Secretarial audit report:

1. The Company has already submitted the
necessary ROC forms along with additional
fees. These fees were incurred due to procedural
delays in filing the forms after the due date,
which were beyond the Company's control.

28. Corporate Governance Report.

The Company has been following the principles and
practices of good Corporate Governance and has
ensured compliance of the requirements stipulated
under Regulation 34 of the Securities Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

A detailed report on Corporate Governance as
required under Regulation 34 of the Securities

Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is
appended along with the certificate on Corporate
Governance, issued by M/s. DRP & Associates,
Company Secretaries, Vadodara, Gujarat, the
Secretarial Auditors, confirming the compliance of
conditions on Corporate Governance forms part of
the Board Report with (Annexure-F).

29. Management Discussion and Analysis Report.

A report on Management Discussion and

Analysis, as required in terms of Regulation
34(2) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of this Report and it
deals with the Business Operations and Financial
Performance, Research &Development, Expansion
& Diversification, Risk Management, Marketing
Strategy, Safety & Environment, Human Resource
Development, etc is enclosed (Annexure -G).

50. Risk Management.

The Management has put in place adequate and effective system and man power for the purposes of risk
management.

31. Directors' Responsibility Statement.

Your Directors make the following statements in
terms of Section 134(3) (c) of the Companies Act,
2013:

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

(b) that 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 of
the company for that period;

(c) that 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) that the directors had prepared the annual
accounts on a going concern basis;

(e) that 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 effective ly; and

(f) that 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.

32. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act,2013.

The Company has zero tolerance towards sexual
harassment at the workplace and towards this end,
has adopted a policy in line with provisions of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules
made thereunder. All employees (permanent,
contractual, temporary, trainees) are covered under
the said policy. Internal Complaints Committee has
also been set up to redress complaints received on
sexual harassment.

33. Investor Education and Protection Fund.

Pursuant to the provisions of Section 124(5) the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 ('the Rules'), all unpaid or unclaimed dividends
are required to be transferred by the Company to the
IEPF established by the Central Government, after
the completion of seven (7) years.

There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company as company has not declared
dividend for financial year 2016-2017.

34. Cost Audit.

M/s. S. K. Jain & Co. Cost Accountants were
appointed with the approval of the Board to carry
out the cost audit for F.Y. 2024-2025. Based on the
recommendation of the Audit Committee, M/s. S.
K. Jain & Co., Cost Accountants, being eligible, have
also been appointed by the Board of Directors in their
meeting held on 12.02.2025 as the Cost Auditors for
F.Y. 2025-2026.

The remuneration to be paid to M/s. S.K. Jain &
Co., for F.Y. 2025-2026 is subject to ratification by
the shareholders at the ensuing Annual General
Meeting . Cost records as specified by the Central
Government under Sub-Section (1) of Section 148 of
the Companies Act, 2013 are made and maintained
by the Company.

32. Details of fraud reported by auditors under sub¬
section (12) of section 143 other than those which
are reportable to the Central Government.

There was no fraud reported by auditors under sub¬
section (12) of section 143 other than those which are
reportable to the Central Government.

33. Code of Conduct

The Company has adopted a code of conduct for
its directors and senior designated management
personnel. All the Board members and senior
management personnel have affirmed their
compliance of code of conduct.

34. Details of proceedings under the Insolvency and
Bankruptcy Code, 2016

There was no proceeding pending against the
Company under the Insolvency and Bankruptcy
Code, 2016 during the year under review.

35. Compliance with Secretarial Standards and SEBI
(Listing Obligation and Disclosure Requirement)
Regulations 2015:

The Company has complied with secretarial
standards issued by the Institute of Company
Secretaries of India and SEBI (Listing Obligations
and Disclosure Requirement) Regulations 2015 from
time to time.

36. Compliance with Maternity Benefit Act, 1961

The Company Leave Policy is in compliance with
Maternity Benefit Act, 1961, current Leave policy of
the company is in line with provisions of Maternity
Benefit Act, 1961 and other applicable labour laws
and rules made thereunder. All employees are
covered under the said policy.

37. Acknowledgements.

The Board of Directors gratefully acknowledges the
assistance and co-operation received from the Banks
and Financial Institutions and all other statutory
and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record
their gratitude and appreciation to the members for
their trust and confidence shown in the Company.

The Board of Directors would like to especially
thank all the employees of the Company for their
dedication and loyalty.

For and on Behalf of Board
Sd/-

Vijay Aggarwal
Chairman

Place: Chandigarh IN:00094141

Dated: 26.07.2025