Your Directors are pleased to present the 41^st Directors'
Report of the Company for the Financial Year ended
31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Company's Financial Performance for
the Financial Year ended March 31, 2025 is
summarized below:

2. During the Financial Year 2024-25, revenue from
operations on standalone basis increased to
'2,55,019.28 Lakhs as against '2,20,742.20 lakhs
in the previous year a growth of 15.52%.

The profit after tax for the current year stood at
'6,362.77 lakhs against '3,389.96 lakhs in the
previous year.

On a consolidated basis, the group achieved
revenue of '3,06,763.62 lakhs as against
'2,69,929.34 an increase of 13.65% Net profit
for the current year is '7,294.91 lakhs against
'4393.08 lakhs in the previous year.

During the year the Group has achieved an ever
highest sales volume of 4.85 Lakhs MTPA as
compared to 3.91 lakh MTPA in previous FY.

FACTORS CONTRIBUTING REMARKABLE
PERFORMANCE:

This remarkable performance of the Company
in Fiscal Year 2024-25 is based on the following
factors:

1) Robust Demand in Infrastructure and
Construction Sector

2) Increase in Share of Value Added Products

3) operational excellence and improved margins

4) Better Realisation

3. TRANSFER TO RESERVES

The Board of Directors have decided to retain
the entire amount of Profit for the Financial Year
2024-25.

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

During FY25, your Company delivered its
strongest-ever operational and financial
performance, reinforcing its position as a leading
manufacturer of high-quality steel tubes, pipes,
and related value-added products.

Revenue grew by 14% to '3,068 crore (FY24:
'2,699 crore), supported by record sales volumes
of 4,85,447 MT, a 24% increase over the previous
year. Profitability improved significantly, with
Profit After Tax rising 66% to '72.95 crore (FY24:
'43.93 crore), driven by operational excellence,
improved margins, and a higher share of value-
added products. EBITDA stood at '160.03 crore,
up 39.33%, with EBITDA per tonne improving by
12.26% to '3,297.

The Company's financial position strengthened
further — Net Working Capital Days reduced to
52 (FY24: 63), ROCE improved to 14.35% (FY24:
13.70%), and the Debt-to-Equity Ratio fell sharply
to 0.15x (FY24: 0.70x) through disciplined capital
management. Reflecting this improved strength,
the long-term credit rating was upgraded to A .

Operationally, the Company played a pivotal
role in critical national infrastructure projects,
including supplying high-quality steel pipes for
the Indian Railways' Kavach anti-collision system
and securing orders for the Border Security
Force's advanced modular fencing. Sanand Unit-
2 emerged as a global supply hub for solar torque
tubes, exporting to North America, Europe, and
the Middle East, exemplifying the "Make in India
- Export to World” vision.

Further new facilities was introduced, the
commissioning of a hot-dip galvanizing facility

at Hindupur, catering to the growing demand
for corrosion-resistant pipes. The Company also
introduced new large-diameter hollow section
SKUs, including 250x250 mm and 300x150 mm
sizes, expanding its premium product portfolio.

These achievements collectively underscore Hi-
Tech Pipes' commitment to sustainable growth,
innovation, and value creation for stakeholders.

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

Future Prospects:

The company is focused to actively improve the
capacity utilisation of the existing plants and to
increase the proportion of Value Added Products
as the company has a clear vision to reach 1 (One)
Million Ton Capacity from Current 7.5 Lakh Tons.

The Company has taken a new initiative and
aggressively working towards corporate and
product branding activities on various social
media platform and we are very optimistic
that this will surely benefitted the company in
achieving better connection with stakeholders
and improve brand image of company in the
years to come.

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

5. DIVIDEND

Your Directors are pleased to recommend a final
dividend of 2.5% per Equity Share having a face
value of '1/- each for the financial year 2024-25.
The proposed dividend is, subject to approval
of Shareholders in the ensuing Annual General
Meeting of the Company and, would result in
appropriation of '50,77,694/- (Rupees Fifty Lakhs
seventy seven Thousand Six Hundred and Ninety
Four Only) approximately. The dividend would be
payable to all those Shareholders whose names
appear in the Register of Members as on the
Book Closure Date. The Register of Members and
Share Transfer books shall remain closed as per
the schedule given in notice of Annual General
Meeting.

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

In accordance with the provisions of Companies
Act, 2013 (hereinafter referred to as "the Act”),
Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter
referred to as "Listing Regulations”) and
applicable Accounting Standards, the Audited
Consolidated Financial Statements (CFS) of the
Company for the financial year 2024-25, together
with the Auditors' Report form part of this Annual
Report.

In compliance with Section 129 (3) and other
applicable provisions, if any, of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014.
A statement is annexed containing the salient
features of financial statements of subsidiaries/
joint venture companies of the Company in the
prescribed Form AOC - 1 (ANNEXURE-1).

The said Form also highlights the financial
performance of each of the subsidiaries included
in the CFS of the Company pursuant to Rule 8(1)
of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the
financial statements of the subsidiary companies
are available for inspection by the members at
the Registered Office of the Company during
business hours on all days except, Sundays and
public holidays upto the date of the AGM. Any
member desirous of obtaining a copy of the said
financial statements may write to the Company
Secretary at the Registered Office of the Company.
The financial statements including the CFS, and
all other documents required to be attached
to this report have also been uploaded on the
website of the Company at www.hitechpipes.in

List of Wholly Owned Subsidiary Companies are
as follows:

0 HTL Metal Private Limited

0 HTL Ispat Private Limited
0 Hitech Metalex Private Limited
0 Hi-tech Global Steels 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 31,2025.

7. SHARE CAPITAL

During the Year under review following are the
changes in the share capital of the Company.

a. In accordance to the Special Resolution
dated December 27, 2022 passed by the
shareholders of the Company, Securities
Allotment Committee in its meeting held on
April 30, 2024 and July 09, 2024 has issued
and allotted 84,70,000 (Eighty Four Lakh and
Seventy Thousand) and 1,77,55,000 (One Crore
seventy seven lakh fifty five Thousand) equity
shares respectively to the person belonging
to the Promoter, Promoter Group and Non
Promoter Group Category.

Pursuant to above allotment(s) the Issued,
Subscribed and paid up Equity share
capital of the Company stand increased to
'17,61,11,000 (Rupees Seventeen Crores
Sixty One Lakh and eleven Thousand Only)
consisting of 17,61,11,000 (Seventeen Crores
Sixty One Lakh and eleven Thousand) Equity
shares having a face Value of '1 /- each.

b. Pursuant to the Board recommendation
and Shareholders Approval dated August 19,
2024 and September 21, 2024 respectively
had taken an approval for raising of Funds
by issuance of Equity Shares and/or any
other equity based instruments, through
private placement or Qualified Institutional
Placements or further public offer or a
right issue and/ or through any other
permissible mode under applicable laws and
/or combination thereof upto an aggregate
amount of '600 Crores.

Further, in accordance to the above approval
accorded, the Fund raising Committee of the
Company on October 07, 2024 had open the
issue for the eligible Qualified Institutional Buyers

("QIBs”). Furthermore, Fund Raising Committee
on October 11, 2024 had issued and allotted
2,69,96,734 (Two Crore Sixty Nine Lakhs and
Ninety Six Thousand Seven Hundred and Thirty
Four) Equity shares having a face value of '1/-
Each under the Qualified Institutional Placement
to the eligible Investors.

On account of above allotment the Issued,
Subscribed and paid up Equity share capital
of the Company as on 31st March, 2025 stand
increased to '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 31/03/2025 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 2024-25. The details
of the meetings of the Board of Directors of the
Company convened during the financial year
2024-25 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 March 31 of the preceding financial 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 March, 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 upto
'1,00,00,000/- (Rupees One Crore Only).

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, 2025, 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 12th February, 2025. 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 31,2025 which is self-explanatory and do
not have any qualifications or adverse remarks.

SECRETARIAL AUDITORS AND THEIR REPORT

The Company has received consent from NSP &
Associates to act as the auditor for conducting
audit of the secretarial records of the Company
for the financial year ending 31st March, 2025.

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, 2025
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 SEBI Regulations/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,
2025, 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.

Pursuant to the provisions of Section 204(1)
of the Act read with Rule 9 of The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for
the time being in force) and Regulation 24A of
the, SEBI (Listing Obligations and Disclosure
Requirements) 2015, as amended, based upon
recommendation of Audit Committee, the Board
of Directors of the Company at their meeting
held on May 26, 2025, approved the appointment
of M/s NSP & Associates, Practicing Company
Secretaries, as the Secretarial Auditors of the
Company, subject to the approval of members
in ensuing Annual General Meeting to be held
in the year 2025 and to conduct the Secretarial
Audit of the Company for a period of 5 (five)
consecutive years commencing from 2025-26 till
Financial Year 2029-30 from the conclusion of
41st Annual General Meeting till the conclusion
of 46th Annual General Meeting of the Company.

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, 2025.

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, 2025 are
given in Note No. 05, 06 and 07 to the Financial
statements forming part of this Annual report.

17. RELATED PARTY TRANSACTIONS

During the financial year 2024-25, 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 44 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

Your Company has not accepted any deposits
within the meaning of Section 73 of the
Companies Act 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly,
there are no unclaimed or unpaid deposits lying
with the company for the year under review.

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 recognizes that risk is an integral
part of business and is committed to managing
the risks in a proactive and efficient manner.
The Company's Risk Management Policy helps
organisations to put in place effective frameworks
for taking informed decisions and to achieve
more robust risk management. The Key objective
of the Risk Management Policy which is aimed
at creating and protecting Shareholders value
by minimizing threats and losses and identifying
and maximizing opportunities.

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 provisions 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:

0 Adequacy of the constitution and composition
of the Board and its Committees

0 Understanding of the Company's values,
principles, philosophy, and mission

0 Quality and relevance of matters addressed in
Board and Committee meetings

0 Effectiveness in guiding and supporting the
Company's management

0 Conduct and efficiency of meeting processes

0 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:

0 Attendance and active participation in Board
and Committee meetings

0 Contribution to discussions and deliberations

0 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
CSS-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: 26th May, 2025