The Board of Directors are pleased to present the 18^th Annual Report on the business and operations of the Company (''the Company''
or "HPIL”), together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025
(FY 2024-25).

1. FINANCIAL PERFORMANCE AND OPERATIONS

(i) Financial Results

The Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2025, are
prepared in accordance with the relevant applicable Indian Accounting Standards ("IND AS") and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").

The key highlights of Standalone and Consolidated financial performance for the financial year ended March 31, 2025, as compared
with the previous financial year is summarized below:

* Note: The Consolidated Financial Statements include the financial statements of Hariom Power and Energy Private Limited, a wholly owned Indian
subsidiary incorporated on March 19, 2025. As the subsidiary was incorporated during the current financial year, the comparative figures for the
previous year represent the standalone financial statements of the parent company only and are therefore not comparable.

(ii) Operational Review

During the year under review, the Company has registered
a total income of Rs.1,35,994.35 Lakhs, reflecting a robust
growth of 18% as against H 1,15,838.47 Lakhs in the previous
financial year. The Net Profit for the year stood Rs.6,172.60
Lakhs, marking an increase of 9% as against the Net Profit of
Rs.5,679.95 Lakhs in the previous financial year. The Earnings
Per Share (EPS) for the year was Rs.20.25/-.

The Company is focusing on sustainable manufacturing
practice, actively engaging with customers to nurture long¬
term partnerships while also exploring opportunities to
establish new relationships. The Board of Directors are
optimistic about the expansion of the market and believes
that the continued emphasis on sustainable manufacturing
process will contribute positively to the Company's
performance and revenue growth in the coming years.

2. DIVIDEND

The Board of Directors is pleased to recommend a dividend
@6.1%, i.e. Rs.0.61/- (Sixty-One Paisa only) per equity
share of face value of Rs.10/- each, as final dividend for the
FY 2024-25, subject to the approval by the Shareholders
at the ensuing Annual General Meeting. The payment of
dividend will be subject to deduction of applicable taxes and
shall be payable to those Shareholders whose name appears
in the Register of Members (including Beneficial Owners)

as on the record date i.e., September 23, 2025. The final
dividend for the FY 2024-25 would involve cash outflow of
Rs.1,88,90,046.29/- (Rupees One Crore Eighty-Eight Lakhs
Ninety Thousand Forty-six and twenty-nine paise only).

The Dividend Distribution Policy, pursuant to Regulation 43A
of SEBI Listing Regulations has been hosted on the Company's
website and can be accessed at https://www.hariompipes.
com/pdf/policies/Dividend-Distribution-Policy.pdf

3. TRANSFER TO RESERVES

During the year under review, no amount was proposed to be
transferred to any reserves.

4. SHARE CAPITAL

(i) Authorized Capital

During the year under review, the Authorized Share Capital
of the Company was increased from Rs.40,00,00,000/- to
Rs.50,00,00,000/-. The Authorized Share Capital of the
Company is Rs.50,00,00,000/- (Rupees Fifty Crores only)
divided into 4,66,83,800 (Four Crore Sixty-Six Lakhs Eighty-
Three Thousand and Eight Hundred) Equity Shares of Rs.10/-
(Rupees Ten only) each and 33,16,200 (Thirty-Three Lakhs
Sixteen Thousand and Two Hundred) 0% Series A redeemable
Non-Cumulative Preference Shares of Rs.10/- (Rupees Ten
only) each as on March 31, 2025.

(ii) Paid-up Capital

During the year under review, the Paid-up Share Capital
of the Company was increased from Rs.31,81,51,260/- to
Rs.33,91,72,890/-. The total Paid-up Share Capital of the
Company is Rs.33,91,72,890/- (Thirty-Three Crore Ninety-
One Lakhs Seventy-Two Thousand Eight Hundred and Ninety
only) divided into 3,09,67,289 (Three Crore Nine Lakhs
Sixty Seven Thousand Two Hundred and Eighty Nine) Equity
Shares of Rs.10/- each and 29,50,000 (Twenty Nine Lakhs
Fifty Thousand) Preference Shares of Rs.10/- each as on
March 31, 2025.

a) The Board of Directors vide resolution passed by
circulation on June 24, 2024 has allotted 20,93,825
Equity Shares at an issue price of Rs.345/- each (i.e.,
of the face value of Rs.10/- each and at a premium of
Rs.335/- each), consequent to the exercise of 20,93,825
Convertible Warrants allotted on preferential basis.

b) The Board of Directors vide resolution passed by
circulation on September 30, 2024 has allotted 8,338
Equity Shares at an issue price of Rs.345/- each (i.e.,
of the face value of Rs.10/- each and at a premium of
Rs.335/- each), consequent to the exercise of 8,338
Convertible Warrants allotted on preferential basis.

5. PREFERENTIAL ISSUE

The Shareholders of the Company, at the Extraordinary
General Meeting held on February 20, 2023, approved
the issuance of 21,44,000 Equity Shares and 33,71,000
Convertible Warrants on a preferential basis at an issue price
of Rs.345/- each. In-principal approval for the said issuance
were received from BSE Limited and National Stock Exchange
of India Limited on March 24, 2023 and March 27, 2023,
respectively, for the allotment of 21,43,500 Equity Shares and
33,69,500 Convertible Warrants.

During the year under review, the Company further allotted
20,93,825 and 8,338 Equity Shares on June 24, 2024 and
September 30, 2024 respectively pursuant to the conversion
of warrants issued on preferential basis.

In accordance with the terms of the issue, 375 and 6,340
convertible warrants issued to the allottees pursuant to
Board Resolution dated March 31, 2023 and April 06, 2023,
which were partly paid and entitled the holders to apply for
equity shares within the prescribed period, have lapsed on
September 30, 2024, and October 6, 2024, respectively, due
to non-exercise within the stipulated time. As per the terms of
issue, the upfront amount received on such warrants stands
forfeited and shall be credited to the Capital Reserve under
Other Equity in the books of account. No equity shares will be
allotted against the said warrants.

The funds raised through the aforementioned preferential
issue are being utilized by the Company towards meeting the
Company's working capital requirements. There has been no
deviation or variation in the stated use of proceeds, during the
year under review.

6. CHANGE IN THE NATURE OF THE BUSINESS,

IF ANY

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

7. DEPOSITS FROM PUBLIC

During the year under review, the Company has neither
accepted nor renewed any deposits pursuant to the provisions
of Sections 73 and 76 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014
including any modification, amendment and re-enactment
thereto for the time being in force from the public.

8. SUBSIDIARY/JOINT VENTURE/ASSOCIATE
COMPANIES

During the year under review, the Company did not have
any Joint Ventures or Associate Companies. However, the
Company has one (1) subsidiary company in the name of
"Hariom Power and Energy Private Limited" which was
incorporated on March 19, 2025, as a wholly owned subsidiary
of the Company.

A statement containing the salient features of the financial
statements of the subsidiary for the financial year ended
March 31, 2025, in the prescribed Form AOC-1 (Pursuant
to first proviso to sub-Section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of Companies
(Accounts) Rules, 2014) as amended from time to time, is
annexed as “BR_Annexure - I” to this Annual Report.

The policy for determining material subsidiaries of the
Company has been hosted on the Company's website and
can be accessed at https://www.hariompipes.com/pdf/
Material%20Subsidiarv%20Policv%20-%20Updated.pdf.

9. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The detailed report on the Management Discussion and
Analysis for the year under review as stipulated under
Regulation 34(2)(e) read with Schedule V (B) of the SEBI
Listing Regulations is presented in a separate section and
forms part of this Annual Report. The Audit Committee of
the Company has reviewed the Management Discussion
and Analysis Report in accordance with the provisions
of SEBI Listing Regulations for the financial year ended
March 31, 2025.

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

Particulars pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo
for the financial year ended March 31, 2025, pursuant
to the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended from time to time are annexed as
“BR_Annexure - II” to this Annual Report.

11. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of Seven
(7) Directors with an optimum combination of Executive, Non¬
Executive and Independent Directors including two Women
Directors and three Independent Directors. The details of
Board of Directors and Committee composition, tenure of
Directors, number of meetings and other details are provided
in the Corporate Governance Report which forms a part of this
Annual Report.

a) Directors Retiring by Rotation

I n compliance with the provisions of Section 152 of the
Companies Act, 2013 and Article of Association of the
Company, Mr. Soumen Bose, Non-Executive Director, retires
by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment. The Board of
Directors recommends his re-appointment. Brief profile of
Mr. Soumen Bose has been provided in the notice and forms a
part of this Annual Report.

b) Appointment/Re-appointment/Change in
Designation of Director

During the year under review, there were no changes in the
Board of Directors of the Company.

c) Key Managerial Personnel

I n compliance with the provisions of Section 203 of the
Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
there were no changes in the Key Managerial Personnel of the
Company during the year under review.

As on March 31, 2025, the Company has following
Key Managerial Personnel:

Remuneration and other matters provided in Section 178(3)
of the Companies Act, 2013 have been disclosed in the
Corporate Governance Report, which forms a part of this
Annual Report.

d) Meetings of the Board

During the year under review, seven (7) meetings of the Board
of Directors were convened and held. The intervening gap
between the meetings was within the period prescribed under
the Companies Act, 2013 and the SEBI Listing Regulations.
The details of Board of Directors meetings and other details
are provided in the Corporate Governance Report which forms
a part of this Annual Report.

e) Independent Directors

(i) Statement of Declaration given by
Independent Directors:

In compliance with the provisions of Section 149(7) of
the Companies Act, 2013 and Regulation 25(8) of the
SEBI Listing Regulations, all the Independent Directors
have submitted the Declaration of Independence,
stating that they meet the criteria of Independence as
laid down in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of SEBI Listing Regulations and
there has been no change in the circumstances which
may affect their status as an Independent Director.

The Independent Directors have also given declaration
of compliance with Rule 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, as amended, with respect to their name appearing
in the data bank of Independent Directors maintained
with Indian Institute of Corporate Affairs.

(ii) Meeting of Independent Directors

Meeting of the Independent Directors, held without the
presence of Non-Independent Directors and Members
of Management took place on March 31, 2025. The
Independent Directors inter-alia has reviewed and
evaluated the performance of Non-Independent
Directors, the Committees, the Managing Director
and the Board of Directors as a whole, along with the
performance of the Chairperson of the Board of Directors
and assessed the quality, quantity and timeliness of the
flow of information between the Management and the
Board of Directors, that is necessary to effectively and
reasonably perform their duties.

(iii) Familiarization Programmes for
Independent Directors

In accordance with the requirements of SEBI Listing
Regulations, all the Independent Directors are
familiarized with their roles, rights and responsibilities
in the Company at the time of appointment and also
on a recurrent basis. The details of the familiarization
programme imparted to Independent Directors of the
Company during FY 2024-25 has been hosted on the
Company's website and can be accessed at https://
www.hariompipes.com/pdf/details-of-familiarization-
programmes/familiarization-and-induction-program-
for-independent-directors-2024-25.pdf.

f) Committee of the Board and details of meetings

The various Committees constituted by the Board of Directors,
as stipulated under the Companies Act, 2013 and SEBI Listing
Regulations are as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee;

(iv) Corporate Social Responsibility (CSR) Committee; and

(v) Risk Management Committee.

All the recommendations made by the Committees of Board
of Directors including the Audit Committee were accepted
and approved by the Board of Directors.

During the year under review, six (6) meetings of the Audit
Committee, one (1) meeting of Nomination and Remuneration
Committee, one (1) meeting of Stakeholders Relationship
Committee, one (1) meeting of Corporate Social Responsibility
(CSR) Committee and two (2) meetings of Risk Management
Committee were convened and held. Brief details pertaining
to composition, terms of reference, meetings held and
attendance of these Committees, during the year has been
enumerated in the Corporate Governance Report, which
forms a part of this Annual Report.

g) Appointment of Directors and
Remuneration Policy

The assessment and appointment of Directors are based
on a combination of criterion that includes ethics, personal
and professional stature, domain expertise, gender diversity
and specific qualifications, required for the position. The
potential Independent Director are also assessed on the
basis of independence criteria defined in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
Listing Regulations.

In accordance with Section 178(3) of the Companies
Act, 2013, and on recommendations of Nomination and
Remuneration Committee, the Board of Directors has
formulated and adopted a remuneration policy for Directors,
Key Management Personnel (KMPs) and Senior Management
that outlines the guidelines related to performance evaluation
of Directors, remuneration principles and Board of Directors
diversity, the policy has been hosted on the Company's
website and can be accessed at https://www.hariompipes.
com/pdf/policies/Board-Diversitv-Policv.pdf.

12. BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the
Companies Act, 2013 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 and Regulation 17(10) of the SEBI
Listing Regulations, an evaluation of the annual performance
of the Board of Directors, its Committees and Individual
Directors were undertaken by the Board of Directors. To
ensure an effective evaluation process, the Nomination and
Remuneration Committee of the Board of Directors ("NRC")
has put in place evaluation framework for conducting the
performance evaluation exercise.

Based on the criteria set by NRC, the Board of Directors has
carried out annual evaluation of its own performance, its
committees and individual Directors for FY 2024-25.

The performance evaluation of the Board of Directors was
conducted based on key attributes such as composition,
administration, corporate governance, independence from
Management, safeguarding the interest of the Company and
its minority Shareholders etc. Parameters for evaluation of
Directors included constructive participation in meetings
and engagement with colleagues on the Board of Directors.
Similarly, the Committees were evaluated on parameters such
as adherence to their terms of the mandate, deliberations on
key issues, reporting to Board of Directors etc. Evaluation of
the Chairperson was focused on the basis of his leadership,
guidance to the Board of Directors and overall effectiveness.
The Directors expressed their satisfaction with the
evaluation process.

In a separate meeting held by the Independent Directors,
a comprehensive evaluation was conducted on the
performance of the Non-Independent Directors, the Board
of Directors as a whole, and the Chairperson of the Board
of Directors.

13. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company
during the year under review, were in the Ordinary Course of
Business and at an Arm's Length basis and were reviewed and
approved by the Audit Committee and the Board of Directors.
Omnibus approval is obtained for transactions which are
foreseeable and repetitive in nature. A statement of all Related
Party Transactions are presented before the Audit Committee
on quarterly basis, specifying the nature, value and terms
and conditions of the transactions. Complete details of
Related Party Transactions are given in the Notes to Financial
Statements which forms a part of this Annual Report.

I n compliance with the requirements of the SEBI Listing
Regulations, the Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transaction
as approved by the Board of Directors has been hosted on
the Company's website and can be accessed at https://www.
hariompipes.com/pdf/policv-on-related-partv-transaction.pdf

Information on transactions with Related Parties pursuant to
Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014, are given in
Form AOC-2 and is attached as “BR_Annexure - III” to this
Annual Report.

14. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with
the various provisions of all Secretarial Standards, including
amendments thereto, as issued by the Institute of Company
Secretaries of India ('ICSI').

15. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(3)(c) read
with Section 134(5) of the Companies Act, 2013, to the best of
their knowledge and belief the Directors state that:

a. In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures,
if any;

b. They had selected such accounting policies and applied
them consistently and made judgments and estimates
that were reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company and
the statement of profit and loss of the Company for the
financial year ended March 31, 2025;

c. They had taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts for the financial
year ended March 31, 2025 on a 'going concern basis';

e. They had laid down proper Internal Financial Controls
to be followed by the Company and that such Internal
Financial Controls are adequate and operating
effectively; and

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

16. AUDITORS AND AUDIT REPORT

(i) Statutory Auditors and Statutory Auditor’s Report

Pursuant to the provisions of Section 139, 142 and other
applicable provisions of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, as
amended, M/s. R Kabra & Co. LLP, Chartered Accountants
(Firm Registration No. 104502W/W100721) were appointed
as the Statutory Auditors of the Company for a term of five
consecutive years from the conclusion of the 14^th Annual
General Meeting held on September 14, 2021 till the
conclusion of 19^th Annual General Meeting of the Company to
be held in the year 2026.

The Independent Auditors' Reports issued by M/s. R Kabra
& Co. LLP, Chartered Accountants, Statutory Auditors of
the Company on the Financial Statements (Standalone and
Consolidated) for the FY 2024-25 is unmodified and do not
contain any qualification, reservation, or adverse remark or
disclaimer. The Statutory Auditor's Report is enclosed with the
Financial Statements and forms a part of this Annual Report.

Reporting of Frauds by Auditors

During the year under review, there is no instance of frauds
reported by the Auditors under Section 143(12) of the
Companies Act, 2013 and the rules made thereunder.

(ii) Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies
Act, 2013, the Company has to maintain the cost accounts
and records, as specified by the Central Government. These
cost accounts and records are subject to an audit by a
Cost Accountant.

The Board of Directors based on the recommendation of Audit
Committee has re-appointed M/s. Sheshadri & Associates,
Cost Accountants, (Firm Registration No. 101476) as the Cost
Auditors of the Company for conducting the cost audit for the
FY 2025-26. The necessary consent letter and certificate
of eligibility was received from the cost auditors confirming
their eligibility to be reappointed as the Cost Auditors of
the Company. Further, a resolution seeking shareholders'
approval for ratifying the remuneration payable to the Cost
Auditors for the FY 2025-26 has been included in the notice
convening 18^th Annual General Meeting for their ratification.

The Cost accounts and records as required to be maintained
under Section 148(1) of the Companies Act, 2013 are duly
made and maintained by the Company.

Cost Audit Report

The Cost Audit Report for the FY 2024-25 shall be filed with
the Central Government within the stipulated timeline.

Maintenance of Cost Records

The provisions of Cost Records are applicable to the Company
and the Company has made and maintained the cost records
as specified by the Central Government under sub-section (1)
Section 148 of the Companies Act, 2013.

(iii) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
based on the recommendations of the Audit Committee,
the Board of Directors have approved the appointment of
M/s. VSSK & Associates, a Peer Reviewed Firm of Company
Secretaries in Practice as Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years, commencing from the
conclusion of the ensuing 18^th Annual General Meeting until
the conclusion of 23^rd Annual General Meeting to be held in
the year 2030, subject to the approval of the shareholders at
ensuing Annual General Meeting.

M/s. VSSK & Associates, have given their consent to act as
Secretarial Auditors of the Company and confirmed that their
proposed appointment, if approved, would be within the
prescribed limits under the Companies Act, 2013, the Rules
made thereunder and SEBI Listing Regulations. They have
further confirmed that they are not disqualified to be appointed
as Secretarial Auditors in accordance with the provisions of
the Companies Act, 2013 and SEBI Listing Regulations.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of SEBI Listing Regulations, a Secretarial Audit
Report for FY 2024-25 given by the Secretarial Auditors in
prescribed Form No. MR-3 is annexed as “BR_Annexure - IV"
to this Annual Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark
or disclaimer.

Annual Secretarial Compliance Report

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of SEBI Listing Regulations, an Annual
Secretarial Compliance Report for the financial year ended
March 31, 2025 on compliance of all applicable SEBI
Regulations and circulars/guidelines issued thereunder, was
obtained from M/s. VSSK & Associates, Secretarial Auditors
and submitted to the stock exchanges.

(iv) Internal Auditors and Internal Audit Report

Pursuant to the provisions of Section 138 and other
applicable provisions of the Companies Act, 2013 and SEBI
Listing Regulations, the Board of Directors based on the
recommendation of the Audit Committee has re-appointed
M/s. Ravi Ladia & Co., Chartered Accountants (Firm Regn.
No.014255s), as an Internal Auditors of the Company for the
FY 2025-26. M/s. Ravi Ladia & Co., have confirmed their
willingness to be re-appointed as an Internal Auditors of the
Company and are submitting their reports on quarterly basis.

17. CREDIT RATINGS

During the year under review, CRISIL Ratings Limited has assigned the following rating vide its letter dated March 29, 2025, to
the Company:

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

I n compliance with the provisions of Section 135 and
Schedule VII of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, the Company has constituted Corporate
Social Responsibility (CSR) Committee of three Directors,
Mr. Rupesh Kumar Gupta, Mr. Sailesh Gupta and Mr. Pramod
Kapoor Kumar. The Chairperson of the committee is an
Executive Director. During the year under review, the
Company has spent a total sum of Rs.1,20,99,528/- on the
CSR activities as approved by the CSR Committee.

Brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities
during the year as per Rule 8 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed as
“BR_Annexure - V" and forms a part of this Annual Report.
The said Policy has been hosted on the Company's website
and can be accessed at https://www.hariompipes.com/pdf/
policies/CSR-Policy.pdf.

19. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal
control systems that commensurate with the nature of
its business, as well as the size and complexity of its
operations. Internal control systems comprising of policies
and procedures designed to ensure the reliability of financial
reporting, providing timely feedback on the achievement of
operational and strategic goals, ensure compliance with
policies, procedures, applicable laws and regulations,
and assure that all assets and resources acquired are
used economically.

20. QUALITY AND SYSTEMS

During the year under review, the Company continues to
maintain its certification under the Integrated Management
Systems with certifications under ISO 9001:2015 (Quality
Management System), ISO 14001:2015 (Environmental
Management System), ISO 45001:2018 (Occupational Health
& Safety Management System).

21. CODE OF CONDUCT

In compliance with Regulation 17(5) of SEBI Listing
Regulations, the Company has a comprehensive Code
of Conduct ('the Code') in place applicable to all the
Senior Management Personnel and Directors including
Independent Directors to such extent as may be applicable
to them depending on their roles and responsibilities.

The Code provides guidance on ethical conduct of business
and compliance of law. The Code has been hosted on the
Company's website and can be accessed at https://www.
hariompipes.com/pdf/code-of-conduct/Code-of-Conduct-
for-Board-and-Senior-Management.pdf.

The Board of Directors and Senior Management Personnel
have affirmed compliance with the respective Code of
Conduct, as applicable to them for the financial year ended
March 31, 2025. A declaration to this effect, signed by the
Managing Director in terms of the Listing Regulations, which
forms a part of this Annual Report.

22. ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of
the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rule, 2014, the Annual
Return of the Company for the financial year ended March
31, 2025, has been hosted on the Company's website, which
can be accessed at https://www.hariompipes.com/investor-
relations-annual-return.php.

23. CORPORATE GOVERNANCE REPORT

The Directors reaffirm their continued commitment to
adhere to the highest standards of Corporate Governance.
In compliance with the Regulation 34(3) read with Schedule
V(C) of SEBI Listing Regulations and Companies Act, 2013,
the Corporate Governance Report for the financial year
ended March 31, 2025 as stipulated under the SEBI Listing
Regulations, forms a part of this Annual Report. The requisite
certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Regulations forms a part of this
Annual Report.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI Listing
Regulations read with SEBI Circular SEBI/HO/CFD/CMD-2/P/
CIR/2021/562 dated May 10, 2021, the BRSR for the FY 2024¬
25, describing the initiatives taken by the Company from an
environment, social and governance (ESG) perspective, forms
a part of this Annual Report. In addition to the BRSR, the
Annual Report of the Company provides an insight on various
ESG initiatives adopted by the Company.

25. COMPANY’S POLICIES

The details of the policies approved and adopted by the Board
of Directors are provided in the Corporate Governance Report
which forms a part of this Annual Report.

26. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013

The Company has not given any Loans, Guarantees or
made any Investments under Section 186 of the Companies
Act, 2013.

27. NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Committee works with
the Board of Directors to determine the appropriate
characteristics, skills and experience for the Board of
Directors as a whole and its individual shareholders with
an objective of having a Board of Directors with diverse
backgrounds and experience. Characteristics expected
from all Directors include independence, integrity, high
personal and professional ethics, sound business judgment,
ability to participate constructively in deliberations and
willingness to exercise authority in a collective manner. Policy
on appointment and removal of Directors, Key Managerial
Personnel (KMP), Senior Management and their remuneration,
specifying criteria for evaluation of performance and process,
has been hosted on the Company's website and can be
accessed at https://www.hariompipes.com/pdf/policies/
nomination-and-remuneration-policv.pdf

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

I n compliance with the provisions of Section 177 of the
Companies Act, 2013 read with Regulation 22 of the SEBI
Listing Regulations and Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the
Company has formulated a comprehensive Whistle Blower
Policy to deal with instance of fraud and mismanagement,
if any.

The Whistle Blower Policy aims to encourage Directors,
employees and other stakeholders to report any instances of
unethical or improper activity, actual or suspected fraud or
violation of the Code of Conduct without fear of retaliation.
The policy also provides access to the Chairperson of the
Audit Committee under certain circumstances. The aforesaid
policy has been hosted on the Company's website and can
be accessed at https://www.hariompipes.com/pdf/policies/
whistle-blower-policy.pdf.

During the year under review, the Company has not received
any complaints under the vigil mechanism.

29. RISK MANAGEMENT POLICY

The Company has instituted a proper mechanism for
appropriate identification and establishing controls
to effectively manage different kinds of risks. This risk
identification exercise is integrated with the annual planning
cycle, ensuring both regularity and comprehensiveness. Risks
are identified at the strategic, business, operational, and
process levels.

The Board of Directors has constituted a Risk Management
Committee and formulated a policy on Risk Management in
accordance with the Companies Act, 2013 and Regulation 21
of SEBI Listing Regulations to frame, implement and monitor
the risk management plan and ensuring its effectiveness.
The details of the Committee, its terms of reference and

meeting details are set out in the Corporate Governance
Report, which forms a part of this Annual Report. The Policy
on Risk Management of the Company has been hosted on
the Company's website and can be accessed at https://www.
hariompipes.com/pdf/policies/Risk-Management-Policy-
new.pdf.

30. PARTICULARS OF EMPLOYEES

Disclosure of ratio of the remuneration of each Executive
Director to the median remuneration of the employees of
the Company and other requisite details pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is annexed as
“BR_Annexure - VI" and forms a part of this Annual Report.
Further, particulars of employees pursuant to Rule 5(2) & 5(3)
of the above Rules forms a part of this Annual Report. The said
information is available for inspection at the registered office
of the Company, during working days of the Company up to
the date of the ensuing Annual General Meeting.

31. PREVENTION OF INSIDER TRADING AND
CODE OF FAIR DISCLOSURE

In compliance with the provisions of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, the Board of Directors has formulated a Code of
Internal Procedures and Conduct to regulate, monitor, and
report trading by Insiders. This code outlines the guidelines
and procedures to be followed, and the disclosures required
by insiders when dealing with Company shares, while also
warning them of the consequences of non-compliance. The
code of conduct has been hosted on the Company's website
and can be accessed at https://www.hariompipes.com/pdf/
code-ofconduct/Code%20of%20Conduct%20under%20
PIT%20Regulations.%202015.pdf.

Further, the Board of Directors has formulated a Code of
Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information ("Fair Disclosure Policy"). This
code ensures the fair disclosure of events and occurrences
that could affect price discovery in the market for the
Company's securities, promoting uniformity, transparency,
and fairness in dealings with all stakeholders, and ensuring
adherence to applicable laws and regulations. The Fair
Disclosure Code has been hosted on the Company's website
and can be accessed at https://www.hariompipes.com/pdf/
policies/Fair-Disclosure-Policy.pdf.

32. POLICY ON SEXUAL HARASSMENT

The Company has always believed in proving a safe and
harassment free workplace for every individual working
in its premises through various policies and practices.
The Company always endeavors to create and provide an
environment that is free from discrimination and harassment
including sexual harassment.

The Company has adopted a policy on Prevention of Sexual
Harassment at Workplace which aims at prevention of
harassment of employees and lays down the guidelines
for identification, reporting and prevention of undesired
behavior. An Internal Complaints Committee ("ICC") has been
constituted by the Senior Management. The ICC is responsible

for redressal of complaints related to sexual harassment and
follows the guidelines provided in the Policy which has been
hosted on the Company's website and can be accessed at
https://www.hariompipes.com/pdf/hariom-posh-policy.pdf.

During the financial year ended March 31, 2025, the status
of complaints pertaining to sexual harassment have been
reported as follows:

33. MATERNITY BENEFIT

The Company affirms that it is in full compliance with the
provisions of the Maternity Benefit Act, 1961. The Company
is committed to foster a supportive and inclusive work
environment and regularly monitor the compliances to uphold
the rights and welfare of women employees in adherence to all
the statutory obligations relating to maternity benefits.

34. LISTING STATUS

The Equity Shares of the Company are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
The annual listing fees for the FY 2025-26 have been paid to
both the exchanges. The Company has also paid the Annual
Custody Fee to the National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited
(CDSL) for the FY 2025-26.

35. REVISION MADE IN FINANCIAL STATEMENTS/
BOARD’S REPORT

The Company has not made any revisions to the Financial
Statements or Board's Report for any of the three preceding
financial years.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

During the year under review, no significant and/or material
orders, passed by any Court or Regulator or Tribunal, which
may impact the going concern status of the Company and its
future operations.

37. PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been made
under the Insolvency and Bankruptcy Code, 2016, therefore
there are no details of application or proceedings pending to
disclose under the Insolvency and Bankruptcy Code, 2016
(31 of 2016).

38. MATERIAL CHANGES AND COMMITMENTS

The material events that have occurred after the close of the

financial year till the date of this report are as follows:

1. Approval for alternation of the Objects Clause of the
Memorandum of Association (MOA) of the Company
through postal ballot on April 10, 2025.

2. Approval for the execution of 99 years long-term lease
agreement, for land, factory building and plant &
machinery owned by M/s. Ultra Pipes and Mr. Sailesh
Gupta, at the Board of Directors meeting held on
May 09, 2025.

Earlier, the Board of Directors, at its meeting held
on May 27, 2024, approved the acquisition of the
Operating Assets (Building and Plant & Machinery)
of M/s. Ultra Pipes through outright purchase, which
was subsequently revised at the Board of Directors
meeting held on March 06, 2025 with a 40 years Lease
Agreement. The Lease period was further revised to 99
years as aforesaid.

3. Re-designation of Senior Management Personnel:
Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors
approved the re-designation of the following individual
as the Senior Management Personnel of the Company
with effect from May 09, 2025:

(i) Mr. Ashish Agarwal has been re-designated as GM
Sales & Marketing, Hyderabad Division;

(ii) Mr. Deepak Kumar has been re-designated as
CGM Operations, Hyderabad Division;

(iii) Mr. Sathyan Gangadharan has been re-designated
as GM Operations, Perundurai, Tamil Nadu
Division; and

(iv) Mr. Ramesh K has been re-designated as GM Sales
& Marketing, Tamil Nadu Division.

4. Appointment of Mr. Ansh Golas (DIN:11225536) as
an Additional Director w.e.f., August 08, 2025 to hold
office till the ensuing Annual General Meeting and
further appointed as a Whole-time Director (Designated
Executive Director) for a period of 3 (three) years
w.e.f., August 08, 2025, not liable to retire by rotation,
subject to approval of Members at ensuing Annual
General Meeting.

5. Increase in the overall limit under Section 180(1)(c)
&(a) of Companies Act, 2013 enabling the Company
to borrow up to Rs.2,000 Crore including present
borrowings, and Creation/Modification of Charge on the
movable and immovable properties of the Company,
subject to approval of the Members at ensuing Annual
General Meeting.

Except as stated above, there are no other material
changes and commitments, affecting the financial
position of the Company, that have occurred between
the close of the financial year ended March 31, 2025 and
the date of this Board's Report.

39. GENERAL

During the year under review, the Directors notify that no
disclosure or reporting is required in respect of the following
items as there were no transactions related to following items:

(i) I ssue of equity shares with differential rights as to
dividend, voting or otherwise.

(ii) I ssue of shares (including sweat equity shares) to
employees of the Company under any scheme.

(iii) The Company does not have any Employee Stock Option
Scheme & Employee Stock Purchase Scheme for its
Employees/Directors.

(iv) There was no one-time settlement with any Banks or
Financial Institutions during the year. Hence, disclosure
pertaining to difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan is not applicable.

40. HUMAN RESOURCE

The Company considers its Human Resources as the key
to achieve its objectives. Keeping this in view, the Company
takes utmost care to attract and retain quality employees.
The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of

performance. The unflinching commitment of employees is
the driving force behind the Company's vision. The Company
appreciates the spirit of its dedicated employees.

41. ACKNOWLEDGMENT

The Directors take this opportunity to express their
appreciation for the cooperation and continued support
received from the customers, vendors, bankers, stock
exchanges, depositories, auditors, legal advisors, consultants,
stakeholders, business associates, Government of India, State
Governments, Regulators and local bodies. The Directors
also wish to place on record their sincere appreciation for
the significant contribution made by its employees through
their dedication, hard work and commitment at all levels. The
Board of Directors look forward to your continued support in
the future.

For and on behalf of the Board
Hariom Pipe Industries Limited

Sd/- Sd/-

Rupesh Kumar Gupta Sailesh Gupta

Managing Director Whole-time Director

DIN: 00540787 DIN: 00540862

Date: 30-08-2025
Place: Hyderabad