Dear Members,

Your Directors present the 65th Annual Report together with the Audited Financial Statements for the year ended March 31, 2023.

(Rs. in lakhs)

OPERATIONS

Turnover of the Company during the year financial 2022-23 was Rs. 35909.94 lakhs as compared to Rs. 37210.06 lakhs in the financial year 2021-22. Profit before interest, depreciation and tax was Rs. 1535.12 lakhs compared to Rs. 2253.45 lakhs.

Profit during the year was adversely affected due to reduction in turnover, higher material cost ratio, and increased finance cost. The Company is working to improve the turnover and the material cost ratio & expects an improved performance during the financial year 2023-24.

The Company's major business continues to be with Indian Railways with a strong legacy and brand image. Technology-based products for Locomotives and Coaches continue as a major strength of the Company's business operations.

Although the primary customer continues to be Indian Railways, 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, besides growth of new business for the European market through marketing operations from Sweden.

Industrial business is likely to be increased considering the growth anticipated in various international and domestic projects in power sector and also infrastructure development planned by the Government of India. The Company has been certified for Aerospace Standards and registered with defence organizations and which is likely to bring additional revenue in the coming years.

In the financial year 2020-21, the Company decided to set up a new plant at MIDC Sinnar. During the year plant has been completed and started commercial production w.e.f. March 9, 2023.

The Company has healthy order bookings for the financial year 2023-24.

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.

DIVIDEND

The Board does not recommend any dividend for the year under review and no amount is proposed to be transferred to Reserves.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 34,247,956. 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).

During the year under review, a special resolution for the issuance of 13,50,000 (thirteen lakhs fifty thousand) equity shares as sweat equity shares as a remuneration payable to Mr. Suramya Saurabh Nevatia, Managing Director and CEO (KMP) of the Company through the postal ballot was approved by the Members on January 1, 2023. The Nomination and Remuneration Committee of the Company allotted 5,50,000 sweat equity shares in the first trench on March 29, 2023. Disclosure in terms of Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014 is annexed as Annexure F and forms an integral part of this report.

Compliance Certificate under Regulation 36 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/2023/05/Compliance-Certificate_Sweat-Equity-GMJ-2023.pdf

None of the Directors of the Company hold instruments convertible into equity shares of the Company as on March 31, 2023.

EMPLOYEES' STOCK OPTION SCHEME

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 passed by the members of the Company in the 60th Annual General Meeting on August 13, 2018 for 250000 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 no change in the scheme. The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021.

During the year, a total of 23229 stock options were vested while 10255 shares were allotted by the Nomination and Remuneration Committee. A total of 10255 shares arose as a result of the exercise of options during the financial year under review. Listing and trading approval from the stock exchanges for the aforesaid shares received on April 10, 2023.

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/2023/05/Disclosures-pursuant-to-SEBBI-2023.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/2023/05/Compliance-Certificate_GMJ-2023.pdf.

PUBLIC DEPOSITS

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.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pawan Golyan, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the Annual General Meeting.

The term of Mr. Suramya Nevatia, Managing Director & CEO (KMP) is up to August 16, 2023. The Board of Directors based on the recommendation of Nomination and Remuneration Committee has re-appointed Mr. Suramya Nevatia as Managing Director & CEO (KMP) of the Company for a period of three years with effect from August 17, 2023 to August 16, 2026, subject to the approval of members in forthcoming Annual General Meeting. The Company has received requisite notice in writing under Section 160 of the Companies Act, 2013. The Board recommends his re-appointment for the consideration of the members of the Company at the Annual General Meeting.

The term of Mr. Parimal Merchant, Independent and Non-Executive Director is up to August 11, 2023. The Nomination and Remuneration Committee, based on the performance evaluation, experience, and contributions made by Mr. Parimal Merchant during his tenure, considered to continue the association as the same would be beneficial to the Company and hence recommended it to the Board. The Board of Directors has appointed Mr. Parimal Merchant as Non-Executive Non-Independent Director of the Company for a period of five years with effect from August 12, 2023 to August 11, 2028, subject to the approval of members in forthcoming Annual General Meeting. The Board recommends his re-appointment for the consideration of the members of the Company at the Annual General Meeting.

The notice of the Annual General Meeting (AGM) sets out details of the above reappointments including brief profile.

The shareholders at the 64th AGM held on August 9, 2022, reappointed Mrs. Akshada Nevatia as Whole-time Director designated as an Executive Director, effective January 15, 2023, till January 14, 2026.

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 are persons of high repute and integrity and possess 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. All the Independence Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

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

The familiarization program and other related information are detailed in the Corporate Governance Report, which forms part of this Report.

KEY MANAGERIAL PERSONNEL

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 except that Mr. Anil Mehta has been appointed as Joint Chief Financial Officer w.e.f. February 2, 2023.

BOARD MEETINGS

Five meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.

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.

SIGNIFICANT AND MATERIAL ORDERS

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

BHANDUP PLANT

As per the Board's decision dated February 2, 2023, to close down the manufacturing operations at Bhandup, the Notice of intended closure was issued to the workers working at the Bhandup plant, its registered Trade Union and the appropriate authorities in compliance with applicable laws. The Company was notified through the Assistant Labour Commissioner's office and the Company was called for conciliation proceedings. In spite of ongoing conciliation proceedings, the Unionized Workmen through Trade Union filed a complaint before the Industrial tribunal seeking interim relief and stay on the intended closure. The Industrial tribunal passed an Interim order and imposed a stay on the intended closure of the manufacturing operations at Bhandup, thereby restraining the Company from closing its manufacturing operations at Bhandup. Aggrieved by the arbitrary order of the Industrial Tribunal, the Company has filed a writ petition challenging the impugned Interim order of the Industrial Tribunal and the same is pending before the Hon'ble Bombay High Court.

DIRECTORS RESPONSIBILITY STATEMENT

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.

BOARD EVALUATION

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.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, and 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 the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, etc. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In the separate meetings of Independent Directors, the performance of each Director, the Board as a whole, individual Directors, 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.

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.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture, or Associate Companies as on March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

RELATED PARTY TRANSACTIONS

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 policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company viz. https://hirect.com/policies/.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

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

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/

NOMINATION AND REMUNERATION POLICY

The Company has the appropriate mix of Executive, Non-Executive Directors to maintain the independence of the Board. 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 as per the terms laid out in 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.

CORPORATE SOCIAL RESPONSIBILITY

HIRECT's CSR initiatives and activities are aligned with the requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Company's website at https://hirect.com/policies/.

The Company has dissolved the Corporate Social Responsibility Committee as the required to be spent on CSR does not exceed Rs. 50 lakhs and the functions of such committee are being performed by the Board of Directors of the Company.

AUDIT COMMITTEE

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.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI Listing Regulations 2015, the Management Discussion and Analysis is set out in this report.

CORPORATE GOVERNANCE 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.

The Company has discontinued the Business Responsibility Report/Business Responsibility and Sustainability Report as the Company is not falling in the criterion specified for it by SEBI.

STATUTORY AUDITORS AND BRANCH AUDITORS

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 64th AGM (2022).

The branch auditor of the Dehradun plant will continue till the conclusion of the 65th AGM. It has been decided that the Company will not appoint any branch auditor. This is aimed to rationalize all the things and efforts.

During the year, the statutory auditor and branch auditor 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.

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 AGM.

COST AUDITOR

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been maintaining cost records and carrying out the audit of the same.

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 Auditor to audit the cost accounts of the Company for the financial year 2023-24. The Company has received his 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 for the year ending March 31, 2024.

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 65th Annual General Meeting of the Company.

The Cost Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

SECRETARIAL AUDITOR

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) in Practice to undertake the Secretarial Audit of the Company. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of the Company for the financial year ending March 31, 2024.

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

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

During the financial year under review, the Secretarial 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.

SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable and mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and that such system is adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

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

The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and the Audit Committee. The Internal Auditors prepare regular reports on the review of the 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 controls system and suggests improvements to strengthen the same.

Based on the procedure 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 performed 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 2022-23.

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial control with reference to the financial statements are adequate.

RISK MANAGEMENT

The Company has in place a Risk Management Policy which was approved by the Board of Directors of the Company. The policy provides for a robust risk management framework to identify and assess risks such as operational, strategic, financial, regulatory, human resource, and other risks and put in place an adequate risk management infrastructure capable of addressing these risks. The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management framework is reviewed regularly. The development and implementation of a risk management policy have been monitored by the Management regularly.

Furthermore, the Company has set up a robust internal audit function that reviews and ensures sustained effectiveness of internal financial control by adopting a systematic approach to its work.

CREDIT RATING

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

CODE OF CONDUCT

The Company is committed to conducting its business in accordance with the applicable laws, rules, and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING

The Company has listed its shares on BSE Limited and National Stock Exchange of India Limited. The Company is regular in payment of Listing Fees.

DEPOSITORY SERVICES

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.

The shareholders, therefore, are requested to take full benefit of the same and lodge their holdings with Depository Participants (DPs) with whom they have their Demat Accounts for getting their holdings in electronic form.

PARTICULARS OF EMPLOYEES

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 as set out in the Rules 5(2) and 5(3) of the aforesaid Rules form 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.

PREVENTION OF SEXUAL HARASSMENT

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

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

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

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

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 business of the Company. There was no revision in the financial statements.

ANNUAL RETURN

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 available on the website of the Company https://hirect.com/annual-returns/.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, 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 at their address at 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/.

AWARDS AND RECOGNITION

The Company has been committed to ensure high standards of Environment and Safety practices. It is a matter of great satisfaction that these initiatives taken by the Company have been appreciated at various forums. The Company received the following accolades during the year from “National Society of Friends of the Trees”:-

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE

Information on the conservation of energy, technology absorption, foreign exchange earnings and outgo is required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014. The same is annexed as Annexure C and forms an integral part of this Report.

SAFETY, ENVIRONMENTAL CONTROL, AND PROTECTION

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of operations in such a manner so as to ensure the safety of all concerned and compliance with environmental regulations.

The Company has taken all the necessary steps for safety, environmental control, and protection at all the plants.

ACKNOWLEDGMENT

Hind Rectifiers Limited completed 65 years of incorporation on April 25, 2023. In its 65 years of existence, Hind Rectifiers has spread its wings from a small manufacturing unit based out of Sasoon Dock Colaba to gaining global recognition in the Transportation and Industrial sectors. We thank our customers, Indian Railways, vendors, investors, bankers, and employees for their continued support since its inception.

The Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors, and investors during the year under review.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall performance would not have been possible. The Directors look forward to the long-term future with confidence.

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

For and on behalf of the Board of Directors