Dear Members,

Your Directors present the 66th Annual Report together with the Audited Financial Statement for the year ended March 31, 2024.

(Rs. in lakhs)

Turnover of the Company during the year 2023-24 was Rs. 51,755.25 lakhs as compared to Rs. 35,909.94 lakhs in the year 2022-23. Profit before interest, depreciation, and tax was Rs. 4485.37 lakhs compared to Rs. 1535.12 lakhs.

The Company's financial performance has improved substantially during the financial year 2023-2024. The Company is continuously putting efforts to achieve better performance. New plant at MIDC Sinnar which started commercial production w.e.f. March 2023 has also contributed to the growth of the Company.

To reduce the employees cost Company introduced Voluntarily Retirement / Compensation scheme for Bhandup Plant under which 75 employees opted for the same & compensation payment of Rs. 699.22 lakhs are shown as exceptional items. By way of this all the matters between Registered Trade Union and the Company have been settled. Considering the high labour cost the production activity at Bhandup is minimized.

Interest cost has gone up because of start of commercial production of Sinnar Plant, loan for VRS / compensation scheme, increases production & Company' decision to pay faster to vendor to get better material price.

The Company continues to focus on the development of new products for Railways and also for other applications. With increased Electric Locomotive production and electrification of routes and Modernization of Railway facilities, Demand from Railways is expected to be good. Considering the growth anticipated in various international and domestic projects in power sector and also infrastructure planned by Govt. of India, Demand from industrial sector is likely to be good.

Although the primary customer continues to be Indian Railways, however, the Company is putting increased focus on developing new products for private rolling stock manufacturers, and Industrial sector by upgrading and expanding existing product lines.

The Company has healthy order bookings for the financial year 2024-25. The Company intends to incorporate three subsidiaries (Sweden, France and UAE) to leverage the growth opportunities in the international market.

No material changes and commitments have occurred after the close of the year under review till the date of this Report which affect the financial position of the Company. The Company did not undergo any change in the nature of its business during the financial year 2023-24.

The Board of Directors during the reporting period approved the proposal for closure of Dehradun plant with immediate effect. After due consideration, it has been determined that it is no longer suitable for the future growth plan of the Company. The said closure does not have any material or adverse effect on the operations of the Company.

The Board of Directors is pleased to recommend a dividend of Rs. 1.20 (subject to deduction of tax) per equity share of the face value of Rs. 2/- each (@ 60%), payable to those shareholders whose names appear in the Register of Members as on the Book Closures.

The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 205.65 lakhs.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 appearing in the statement of profit and loss.

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,42,75,720. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights except allotted shares under HIRECT Employees Stock Option Plan 2018 (ESOP 2018).

None of the Directors of the Company hold instruments convertible into equity shares of the Company as on March 31, 2024.

Shareholders approved issuing 1,350,000 sweat equity shares to Mr. Suramya Nevatia, Managing Director & CEO, on January 1, 2023. Out of it, 550,000 shares were allotted in the previous financial year 2022-2023. The validity of this shareholders resolution under Regulation 32(4) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 was twelve months from the date of passing the said resolution. The remaining 800,000 shares could not be allotted due to the expiration of the resolution's validity period and were lapsed on December 31, 2023. Therefore, disclosure pertaining to sweat equity as required under Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital Debenture) Rules, 2014 is not applicable.

Compliance Certificate under Regulation 36 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, issued by the Secretarial Auditor regarding the expiration of the resolution for issuance of sweat equity shares and confirming no shares were issued during the reporting period, is available for inspection by the Members at https://hirect.com/wp-content/uploads/Certificate-for-Sweat-2024.pdf.

With a view to attract and retain key talents working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability, the Company grants share-based benefits to eligible employees under the ESOP Scheme.

The Company's Employees Stock Option Scheme, viz. ‘HIRECT Employees Stock Option Plan - 2018' or ‘ESOP 2018', was approved by the members of the Company in the 60th Annual General Meeting on August 13, 2018, for 250,000 options convertible into an equal number of equity shares.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Plan of the Company. The options grant and vest based upon the performance of the Employee, as may be determined by the Nomination and Remuneration Committee from time to time but shall not be less than 1 (one) year and not more than 4 (four) years from the date of grant of options. Vesting may happen in one or more tranches.

The exercise price shall be based on the market price of the Company which shall mean the latest closing price on a recognized stock exchange on which the shares of the Company are listed on the date immediately prior to the date of a meeting of the Committee on which grant is to be made. The maximum term of the options granted under the scheme shall be five years from the date of grant. The scheme contemplates a new issue of shares by the Company (“Primary Shares”). There is neither change in the scheme nor variation in terms of options. The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the financial year 2023-24, no any stock options were granted under the ESOP Scheme. However, 6,350 options lapsed. Please refer to Note 65 in the financial statement for further details.

During the financial year, a total of 19457 stock options were vested while 13882 shares were allotted by the Nomination and Remuneration Committee. The offer price was Rs. 85 (including a face value of Rs. 2). By exercise the options, total Rs. 11,79,970 were realized. A total of 13882 shares arose as a result of the exercise of options during the financial year under review. The Company received listing and trading approval from BSE and NSE on March 20, 2024 and the above equity shares of the Company are listed and admitted to dealings on the Stock Exchanges from March 21, 2024.

The details of the ESOP 2018, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company's website, at https://hirect.com/wp-content/uploads/Disclosures-for-ESOP-2024.pdf.

Compliance Certificate under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 issued by the Secretarial Auditor of the Company is available and accessible for inspection by the Members at https://hirect.com/wp-content/uploads/Certificate-for-ESOP-2024.pdf.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

During the year, the Members approved the following appointment and re-appointment of Directors at the 65th AGM held on August 23, 2023:

(i) Re-appointment of Mr. Suramya Nevatia (DIN: 06703910) as Managing Director & CEO, effective August 17, 2023, till August 16, 2026.

(ii) Appointment Mr. Parimal Merchant (DIN: 00201962) as a Non-Executive Director, effective August 12, 2023, till August 11, 2028. His second tenure as an Independent Director was completed on August 11, 2023.

Mr. Pawan Golyan (DIN: 00356807), a Non-Executive and Non-Independent Director who served the Company since his appointment in 1998, ceased his position on the Board effective November 30, 2023, in accordance with Section 167(1)(b) of the Companies Act, 2013. Mr. Golyan was absent from all Board meetings held during the twelve months commencing from November 11, 2022. The Board acknowledges his valuable contributions and guidance throughout his tenure and expresses its sincere appreciation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Akshada Nevatia (DIN: 05357438), Executive Director of the Company is liable to retire by rotation at the upcoming Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the Annual General Meeting.

The Board at its meeting held on May 28, 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment of Mr. Vishal Pacheriwala (DIN: 07244575) as an additional director designated as Independent Director w.e.f. May 28, 2024 to hold office upto the date of the ensuing Annual General Meeting. The Board recommends the appointment of Mr. Pacheriwala as an Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. May 28, 2024 for the approval of the Members at the ensuing Annual General Meeting. The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of Mr. Pacheriwala. The Company has received requisite notice in writing under Section 160 of the Companies Act, 2013.

The notice of the Annual General Meeting (AGM) sets out details of the above appointment and re-appointment including brief profile.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

All Independent Directors have submitted the declarations that each of them meets the criteria of independence as laid down under the Companies Act, 2013 and SEBI Listing Regulations 2015. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

In the Board's opinion, the Independent Directors possess high repute, integrity, the relevant expertise and experience in their respective fields and fulfill all the conditions of independence specified in the Companies Act, 2013 and SEBI Listing Regulations 2015 and adhere to the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Additionally, the Independent Directors have complied with Section 150 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, by including their names in the Indian Institute of Corporate Affairs' data bank for Independent Directors.

During the year under review, the Non-Executive Directors had no material pecuniary relationships or transactions with the Company beyond sitting fees and reimbursement of reasonable expenses, if any, incurred for attending meetings.

In terms of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations 2015, Mr. Pradeep Goyal, Mr. V. K. Bhartia, Mr. Vandan Shah, Mrs. Ashlesha Bodas and Mr. Vishal Pacheriwala are the Independent Directors of the Company.

The Board and Committees' composition, category of Executive & Non-Executive Directors, familiarization program and other related information are detailed in the Corporate Governance Report, which forms part of this report.

Mr. Suramya Nevatia, Managing Director & CEO, Mr. A.K. Nemani, Chief Financial Officer, Mr. Anil Mehta, Joint Chief Financial Officer and Ms. Meenakshi Anchlia, Whole Time Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company. During the year under review, there were no changes in the Key Managerial Personnel of the Company.

Mr. A. K. Nemani's current tenure as Chief Financial Officer (CFO) is going to expire on June 19, 2024. The Board, on the recommendation of the Nomination and Remuneration Committee, has approved his reappointment as CFO effective June 20, 2024.

The Board met four times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

The details of the Committees along with their composition, number of meetings, attendance at the meetings, and other related information are provided in the Corporate Governance Report. The Board has accepted all the recommendations of all the Committees.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India to conduct the meetings.

There were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

There was no instance of one-time settlement with any bank or financial institution.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material departures;

(ii) They have 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;

(iii) They have 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;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, individual directors, etc. in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations 2015. The Board was highly satisfied with evaluation process and their performance except attendance matter.

The Board conducted a self-evaluation process seeking input from all Directors on criteria such as board composition, effectiveness of processes, information, overall functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board reviewed individual director performance based on criteria such as preparedness, contribution to discussions, and meaningful input during board and committee meetings. Independent Directors were evaluated by the entire Board excluding the director being assessed.

In the separate meetings of Independent Directors, the performance of each Director, the Board as a whole, Committees of the Board, Chairman and Managing Director & CEO of the Company, and the flow of information were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

At the board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Company does not have any Subsidiary, Joint venture, or Associate Companies as on March 31, 2024.

The particulars of loans, guarantees, and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statement. For details, please refer to note no. 6 forming part of the financial statement.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm's length basis and in the ordinary course of business. Disclosure in Form AOC-2 in terms of Sections 134 and 188 of the Companies Act, 2013 for material-related party transactions is annexed as Annexure D and forms an integral part of this report. All related party transactions are mentioned in the notes to the financial statement.

The Board has approved the criteria to grant omnibus approval by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length. All related party transactions are placed before the Audit Committee for review and approval.

The Board-approved policy on Related Party Transactions is available on the Company's website at https://hirect.com/policies/.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations. In line with these objectives, the Company has adopted a whistleblower mechanism for Directors and employees to report concerns about unethical behavior, actual, or suspected fraud or violation of the Company's code of conduct. The policy is reviewed periodically by the Board and updated as needed.

During the year under review, no complaint was received by the Company. The ‘Vigil Mechanism/Whistleblower Policy' is available on the website of the Company viz. https://hirect.com/policies/.

Board diversity is the breadth of perspective, not the mere of various diverse traits that will benefit the organization. The Company believes that a diverse Board will enhance the quality of the decision made by the Board by utilizing the different thoughts, perspectives, skills, qualifications, experience, knowledge, region and industry experience, cultural and geographical background, age, ethnicity, race, gender, etc. of the Board members necessary for achieving sustainable and balanced development. The Board Diversity Policy has been adopted by the Company and sets out its approach to diversity. The Board Diversity Policy is available on the website of the Company viz. https://hirect.com/policies/.

The Company has the appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions from governance and management.

The details of Nomination and Remuneration Committee are available in the Corporate Governance Report that forms part of this Annual Report.

The policy of the Company on the Director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the Company viz. https://hirect.com/policies/.

We affirm that the remuneration paid to the Directors is accordance with the Nomination and Remuneration Policy of the Company.

The salient features of the policy are:

(i) It acts as a guideline for matters relating to appointment and re-appointment of directors, Key Managerial and Senior Management Personnel;

(ii) It contains guidelines for determining qualifications, positive attributes of directors, and independence of a director;

(iii) It lays down the criteria for Board Membership, etc.

As per Section 135(1) of the Companies Act, 2013, the CSR provisions will be applicable to companies that fulfill any of the following criteria during the immediately preceding financial year:

(i) Net worth of Rs. 500 crore or more; or

(ii) Turnover of Rs. 1000 crore or more; or

(iii) Net profit of Rs. 5 crore or more. Further, Rule 3(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, was omitted by a notification issued by the MCA on September 20, 2022.

As of March 31, 2023, the Company did not achieve a net profit of five crores, in accordance with Section 135(5) and Rule 2(h) of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Consequently, CSR provisions are not applicable for the financial year 2023-24. Nevertheless, the Company actively engages in voluntary skill development programs for apprentices under the Apprentices Act, 1962, and the National Apprenticeship Promotion Scheme (NAPS).

The Corporate Social Responsibility Policy is available on the Company's website at https://hirect.com/policies/.

The details pertaining to the Audit Committee are included in the Corporate Governance Report, which is a part of this report. During the year all the recommendations made by the Audit Committee were accepted by the Board.

In terms of the provisions of Regulation 34 of SEBI Listing Regulations 2015, the Management Discussion and Analysis is annexed and forms part of this report.

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the SEBI Listing Regulations 2015. A separate section on corporate governance, along with a certificate from the statutory auditors confirming compliance is annexed and forms part of this report.

In order to enable the statutory auditors of the Company to effectively perform the audit procedures envisaged under various regulatory requirements, M/s GMJ & Co, Chartered Accountants (Firm Registration Number: 103429W) was appointed as the statutory auditors of the Company for a term of five consecutive years at the 64 th AGM (2022).

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers. The report is enclosed with the financial statement in this Annual Report.

During the financial year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

The Statutory Auditor was present at the last Annual General Meeting held on August 23, 2023.

The Company maintains cost records and undergoes cost audits in accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors on the recommendation of the Audit Committee, has re-appointed M/s N. Ritesh & Associates, Cost Accountants, (Firm Registration Number R100675) as Cost Auditors to audit the cost accounts of the Company for the financial year 2024-25. The Company has received the written consent that the appointment will be in accordance with the applicable provisions of the Companies Act, 2013 and the rules framed there under. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company.

The remuneration of the Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Companies Act, 2013 and the rules there under. Requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 66th Annual General Meeting of the Company.

The Cost Audit Report contains no qualifications, reservations, adverse remarks, or disclaimers.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s GMJ & Associates, a firm of Company Secretaries (Peer Review Number: 647/2019), to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Company has received written consent from GMJ & Associates confirming that the appointment is in accordance with the applicable provisions of the Companies Act, 2013, and the rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company.

The Secretarial Audit Report is annexed as Annexure A(i) and forms an integral part of this report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

The Annual Secretarial Compliance Report is annexed as Annexure A(ii) and forms an integral part of this report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

During the financial year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

The Company has implemented a proper system to ensure compliance with all applicable and mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. This system is adequate and operates effectively.

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value. Accordingly, the Company works to strengthen these structures. The Company believes that a strong internal control framework is a important pillar of corporate governance.

The scope of audit activities is broadly guided by the annual audit plan approved by top management and the Audit Committee. The Internal Auditors prepare regular reports on the review of internal systems and procedures and monitor the actions to be taken.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal financial control system and suggests improvements to strengthen it.

Based on the procedures for internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors, statutory auditors, cost auditors, and secretarial auditors, including the audit of internal financial controls and the reviews conducted by the management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

The Company has adopted policies and procedures to ensure the orderly and efficient conduct of its business. These include adherence to various policies, safeguarding of assets, prevention and detection of fraud, ensuring accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

The Company's internal control systems are designed to be commensurate with the nature of its business, the size and complexity of its operations. The internal financial controls pertaining to the financial statements are considered adequate.

The Company has in place a Risk Management Policy approved by the Board of Directors. This policy establishes a robust framework for identifying and assessing various risks including operational, strategic, financial, regulatory, and human resource risks. It also ensures the establishment of adequate risk management infrastructure to address these risks effectively. The Audit Committee provides oversight on financial risks, controls, and cybersecurity. Major risks identified by different business units and functions are systematically managed through ongoing mitigating actions. The risk management framework undergoes regular reviews, and the Management consistently monitors the development and implementation of the risk management policy.

Furthermore, the Company has established a robust internal audit function that systematically reviews and ensures the sustained effectiveness of internal financial controls.

The particulars of Credit Rating are detailed in the Corporate Governance Report, which forms part of this report.

The Company is committed to conducting its business in accordance with applicable laws, rules, and regulations, as well as upholding the highest standards of business ethics. In recognition of this commitment, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This Code aims to address ethical issues and foster a culture of accountability and integrity.

The Company's shares are listed on BSE Limited and National Stock Exchange of India Limited. The Company maintains regular payment of Listing Fees.

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.

Therefore, shareholders are encouraged to take full advantage of this and lodge their holdings with Depository Participants (DPs) where they maintain their Demat Accounts to convert their holdings into electronic form.

The information required 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 is attached as Annexure B and forms an integral part of this Annual Report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in terms of the first provision of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company secretary to email ID investors@hirect.com, whereupon a copy would be sent.

The Company maintains a zero-tolerance policy towards sexual harassment in the workplace and has adopted a policy aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and its associated Rules. This policy covers all employees, including permanent, contractual, temporary, and trainees. Internal Complaints Committees have been established to address complaints related to sexual harassment promptly and effectively.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(i) Number of complaints pending at the beginning of the year NIL

(ii) Number of complaints received during the year NIL

(iii) Number of complaints disposed of during the year NIL

(iv) Number of cases pending at the end of the year NIL

During the period, no cases of child labour, forced labour, involuntary labour, or discriminatory employment were reported. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of the Company's business, nor has there been any revision in the financial statements.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is accessible on the Company's website at https://hirect.com/annual-returns/.

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

Furthermore, as per the Rules, shares for which dividends have not been paid or claimed by shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

Members are requested to claim any unclaimed or unpaid dividends by sending a written request to the Company at investors@hirect.com or to the Company's Registrar and Share Transfer Agent, Adroit Corporate Services Private Limited, at info@adroitcorporate.com or to by post to their address:

Adroit Corporate Services Private Limited [Unit : Hind Rectifiers Limited] 19-20, Jafferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai 400059, Maharashtra

Members can find details of the Nodal officer appointed by the Company under the provisions of IEPF at https://hirect.com/shareholder-enquiries/.

Information on the conservation of energy, technology absorption, foreign exchange earnings and outgo is provided as per the requirements of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014. This information is annexed as Annexure C and forms an integral part of this report.

The Company recognizes the importance of environmentally clean and safe operations. Its policy mandates conducting operations in a manner that ensures the safety of all individuals involved and compliance with environmental regulations.

The Company has implemented all necessary measures for safety, environmental control, and protection across all its plants.

The Directors sincerely appreciate the assistance and cooperation received from banks, Government authorities, customers, vendors, and investors during the year under review.

The Directors wish to express their appreciation for the efficient and loyal services rendered by each and every employee. It is through their whole-hearted efforts that the Company's overall performance has been made possible. The Directors look forward to the long-term future with confidence.

The Directors deeply appreciate and value the contribution made by every member of the HIRECT family.