TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

SHARE CAPITAL

The paid-up Eguity Share Capital of the Company as on March 31,2026, stood at Rs 6,87,35,228/-.

During the year under review, your Company allotted 21,132 eguity shares of Rs 2/- each pursuant to the exercise of Stock Options in terms of HIRECT Employees Stock Option Plan - 2018 (ESOP 2018) of your Company.

Further, the Company declared bonus shares in the ratio of 1:1

i.e. 1 (One) new fully paid-up eguity share for every 1 (One) existing fully paid-up eguity share and accordingly, issued and allotted 1,71,83,807 eguity shares of Rs 2/- each in compliance with the provisions of Section 63 of the Companies Act, 2013 ("Act"), SEBI Listing Regulations, and SEBI (Issue of Capital and Disclosure Reguirements) Regulations, 2018, by capitalizing Company's securities premium account to be utilized for the purpose, as per the audited accounts of the Company for the financial year ended March 31,2025.

Conseguent to the above allotments, the issued and paid- up Eguity Share Capital of the Company was increased from Rs 3,43,25,350/- to Rs 6,87,35,228/- during the year.

RAISING OF FUNDS BY ISSUANCE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES ON A PRIVATE PLACEMENT BASIS

Pursuant to the shareholders' approval received by way of postal ballot on August 28, 2025, your Company has issued 2,00,000 warrants at a price of Rs 1,368.22 per warrant, each convertible into, or exchangeable for, 1 (One) fully paid-up eguity share of the Company of face value of Rs 2/- each to Elventive Tech Private Limited, by way of preferential issue on a private placement basis for an aggregate consideration of up to Rs 27,36,46,000/-. Your Company had received minimum 25% of the funds towards warrant subscription and the funds received from proceeds of warrants were yet to be utilized as on March 31, 2026, as per the Objects stated in the Offer Document.

During the year under review, the Company did not issue any shares, convertible securities, or shares with differential voting rights except as stated above. None of the Directors of the Company hold any instruments convertible into eguity shares of the Company as on March 31,2026.

DEPOSITS FROM PUBLIC

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

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The particulars of loans, guarantees, and investments made by the Company, as reguired under Section 186 of the Act, have been disclosed in the financial statements. For details, please refer to note no. 6 forming part of the standalone financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and relevant SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report.

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As of March 31,2026, the Company has 3 (Three) subsidiaries and there has been no material change in the nature of the subsidiary's business. The Company does not have any associates or joint ventures within the meaning of Section 2(6) of the Act.

During the year under review, Coincade Studios Private Limited was incorporated as a wholly owned subsidiary on April 15, 2025, with the intention of developing cutting-edge products and solutions in information technology (IT), artificial intelligence (Al), Web3, and varied software.

Further, Elventive France SAS (formerly known as Belink Plirect SAS) was incorporated as a subsidiary of the Company on September 30, 2025, with the objectives of acguiring BeLink Solutions, France to create a European hub for Next-Generation Robotics, Power Electronics and Electronics Manufacturing Services.

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors, to the best of its knowledge and ability confirms that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. we 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 ended March 31, 2026, and of the profit of the Company for that period;

iii. we have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. we have prepared the annual accounts on a going concern basis;

v. we have laid down internal financial controls to be followed by the Company and such internal financial controls are adeguate and operating effectively; and

vi. we have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adeguate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report and Corporate Governance Report together with a certificate from the statutory auditors confirming compliance with the provisions relating to Corporate Governance of the SEBI Listing Regulations are set out and form part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations as amended from time to time and based on the market capitalization as on the financial year ended March 31, 2026, the Company is not reguired to submit the Business Responsibility and Sustainability Report for the financial year 2025-2026.

EMPLOYEES STOCK OPTION SCHEME

With a view to attracting and retaining key talent by rewarding performance and motivating employees to contribute to the overall corporate growth and profitability, the Company grants share-based benefits to eligible employees under its ESOP Scheme.

The Company's Employees Stock Option Scheme, viz., 'HIRECT Employees Stock Option Plan - 2018' or 'ESOP 2018', was approved by the members at the 60th Annual General Meeting held on August 13, 2018, for the 2,50,000 options convertibles into an egual number of eguity shares.

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees' Stock Option Plan of the Company. The grant and vesting of options are based on the performance of the employee, as may be determined by the Nomination and Remuneration Committee from time to time. The vesting period shall not be less than one year and not more than four years from the date of grant of options. Vesting may occur in one or more tranches.

The exercise price shall be based on the market price of the Company's shares, which is defined as the latest closing price on a recognized stock exchange where the shares of the Company are listed, on the trading day immediately preceding the date of the meeting of the Committee at which the grant is approved. The maximum term of the options granted under the scheme shall be five years from the date of grant. The scheme contemplates a fresh issue of shares by the Company ("Primary Shares"). There has been no change in the scheme nor any variation in the terms of the options. The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Eguity) Regulations, 2021.

During the financial year 2025-2026, 1,00,000 stock options were granted under the ESOP Scheme and no options were lapsed during the year. Please refer to note no. 65 in the financial statements for further details.

During the financial year, a total of 14,207 stock options vested, and 21,132 eguity shares were allotted pursuant to the exercise of options approved by the Nomination and Remuneration Committee. The exercise price was Rs 85/- per share (including a face value of Rs 'll-). Through the exercise of these options, the Company realized Rs17,96,220/-. With respect to 21,132 eguity shares allotted, the Company received listing and trading approvals from BSE and NSE on August 12, 2025, and the said eguity shares have been listed and admitted for trading on the Stock Exchanges from August 13, 2025.

BOARD OF DIRECTORS /KEY MANAGERIAL PERSONNEL

a. Board of Directors

The Board composition of the Company as on March 31,

2026, was as under:

Details of changes in the Board composition during the year under review and until the date of this Report, are as under:

i. The Board and Members of the Company approved the re-appointment of Mrs. Akshada Nevatia as the Whole-time Director designated as an Executive Director for a period of 3 (Three) years with effect from January 15, 2026.

Further, the change in terms of appointment has been approved by the Board of Directors at their meeting held on May 16, 2026 to make her not liable to retire by rotation in compliance with the provisions of section 152(6) of the Act, subject to the approval of Members of the Company.

ii. The Board and Members of the Company approved the re-appointments of Mrs. Ashlesha Bodas and Mr. Vandan Shah as Independent Directors of the Company for a second term of 5 (Five) years with effect from June 26, 2025 and February 10, 2026, respectively.

iii. In view of induction of Mr. Manoj Nair as the Chief Executive Officer of the Company, Mr. Suramya Nevatia relinguished the position of the Chief Executive Officer of the Company with effect from October 10, 2025, and continued as the Chairman & Managing Director of the Company.

iv. The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on May 16, 2026, has approved the re-appointment of Mr. Suramya Nevatia as the Managing Director for a period of 3 (Three) years with effect from August 17, 2026 based on his performance evaluation and recommended the same to the Members of the Company for their approval.

The Board approved the appointments/re-appointments on the recommendation of the Nomination and Remuneration Committee, which in terms of the provisions of the Act and the SEBI Listing Regulations, reviewed and evaluated the composition of the Board, including the skills, knowledge and experience of the Directors.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles of Association of the Company, being the director holding office for the longest duration, Mr. Parimal Merchant is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment.

The agenda items with respect to the reappointment of Mr. Suramya Nevatia, Mr. Parimal Merchant and revision in remuneration of Mrs. Akshada Nevatia, along with their brief resume, expertise and other details as reguired in terms of sub- regulation (3) of Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, forms part of the Notice convening the ensuing Annual General Meeting.

b. Key Managerial Personnel

Details of Key Managerial Personnel of the Company as on March 31,2026, are as under:

Mr. Suramya Nevatia, Chairman & Managing Director;

Mr. Manoj Nair, Chief Executive Officer;

Mr. Anil Kumar Nemani, Chief Financial Officer; and

Mrs. Megha Singh Shekhawat (ICSI Membership No: A46779), Interim Company Secretary & Compliance Officer.

Details of changes in the Key Managerial Personnel during the year under review are as under:

i. Mr. Manoj Nair was appointed as the Chief Executive Officer of the Company with effect from October 10, 2025.

ii. Ms. Meenakshi Anchlia, Company Secretary and Compliance Officer of the Company, resigned with effect from the close of business hours on November 3, 2025.

iii. Mrs. Megha Singh Shekhawat (ICSI Membership No: A46779) was appointed as the Interim Company Secretary & Compliance Officer of the Company with effect from January 30, 2026.

Details of changes in the Key Managerial Personnel after the end of financial year 2025-2026 till the date of this report:

i. Mr. Suhas Pawar, (ICSI Membership No. ACS-36560) was appointed as the Company Secretary and Compliance Officer (being Key Managerial Personnel) of the Company with effect from May 16, 2026 in place of Mrs. Megha Singh Shekhawat who ceased to be the interim Company Secretary and Compliance Officer of the Company with effect from the close of business hours of May 16, 2026.

c. Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of the SEBI Listing

Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and the SEBI Listing Regulations, as amended. The Independent Directors have also confirmed their compliance with the Company's Code of Conduct. In the opinion of the Board, there has been no change in circumstances affecting their status as Independent Directors of the Company during the year under review. Further, in accordance with Regulation 25(8) of SEBI Listing Regulations, the independent directors have confirmed that 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 independently.

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

The salient features of the policy include serving as a guideline for matters related to the appointment and re- appointment of Directors, Key Managerial Personnel, and Senior Management Personnel; providing guidelines for determining the gualifications, positive attributes, and independence of Directors; and laying down the criteria for Board membership, among other provisions.

f. Familiarization Program for Independent Directors

The Directors of your Company are provided opportunities to familiarize themselves with your Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of your Company, its various operations and the industry in which it operates.

The roles and responsibilities ofthe Independent Directors of your Company are informed to them at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

g. Meetings of the Board of Directors

During the year under review, the Board met 8 (Eight) times. The details of these meetings are provided in the Corporate Governance Report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act.

h. Committees of the Board

Information of the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee, including their composition, number of meetings, attendance, and other related information, are provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Committees.

AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. GMJ & Co, Chartered Accountants (Firm Registration Number: 103429W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the sixty fourth annual general meeting until the conclusion of the sixty ninth annual general meeting.

The statutory auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and objectivity of the statutory auditors and the effectiveness of the Audit process.

The Statutory Auditors' Report for FY 2025-2026 does not contain any gualifications, reservations, adverse remarks or disclaimers and no fraud was reported by the Auditors under sub-section (12) of Section 143 of the Act.

b) Cost Auditors

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

The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of M/s. N. Ritesh & Associates, Cost

Accountants (Firm Registration Number R100675) as the Cost Auditors for the financial year 2026-2027 and have recommended their remuneration to the Members for ratification at the ensuing Annual General Meeting. The Company has received its written consent confirming that the appointment complies with the applicable provisions of the Act, and the rules framed thereunder. The Cost Auditors have confirmed their independence and that they are not disgualified from being appointed as Cost Auditors of the Company under Section 141 of the Act.

The Cost Auditors' Report for FY 2024-2025 does not contain any gualifications, reservations, adverse remarks or disclaimers and no fraud was reported by the Cost Auditors under sub-section (12) of Section 143 of the Act. The said Cost Audit Report was filed with the Ministry of Corporate Affairs on August 28, 2025.

The Report of the Cost Auditors for the financial year 2025-2026 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

c) Secretarial Auditor

In compliance with Regulation 24A of the SEBI Fisting Regulations, and Section 204 of the Act, M/s. GMJ & Associates, Practising Company Secretaries, a peer reviewed firm (Peer Review Certificate No.: 6140/2024) were appointed as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the financial year 2025-2026 till the financial year 2029-2030.

The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure A. The said Secretarial Audit report does not contain any gualifications, reservations, adverse remarks or disclaimers and no fraud was reported by the Secretarial Auditors under sub-section (12) of Section 143 of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's CSR initiatives and activities are aligned with the reguirements of Section 135 of the Act.

During the year under review, the Board of Directors of the Company reconstituted the Corporate Social Responsibility Committee (CSR Committee). The CSR Committee comprises of Mr. Vishal Pacheriwala, Chairman; Mr. Suramya Nevatia, Member and Mrs. Akshada Nevatia, Member.

PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company maintains a zero-tolerance policy towards sexual harassment in the workplace and has adopted a policy in alignment with the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013, along with its Rules. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees. To ensure prompt and effective resolution of complaints, Internal Complaints Committees have been established to address issues related to sexual harassment.

During the year under review, no complaints were pending at the beginning of the year, no complaints were received during the year, no complaints were disposed of during the year, and no cases remained pending at the end of the year.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company is committed to upholding the highest standards of ethical, moral, and legal conduct in its business operations. In line with this commitment, a Whistle blower Mechanism has been established to enable Directors and employees to report concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct. The policy is reviewed periodically by the Board and updated as necessary to ensure its continued relevance and effectiveness.

RISK MANAGEMENT

The Company has implemented a Risk Management Policy approved by the Board of Directors, which establishes a comprehensive framework for identifying and assessing various risks, including operational, strategic, financial, regulatory, and human resource risks. This policy ensures the development of adeguate risk management infrastructure to effectively address these risks. The Audit Committee oversees financial risks, controls, and cybersecurity. Major risks identified across different business units and functions are systematically managed through continuous mitigating actions. The risk management framework is regularly reviewed, with the Management consistently monitoring its development and implementation. Furthermore, the Company has established a robust internal audit function that systematically reviews and ensures the ongoing effectiveness of its internal financial controls.

INTERNAL FINANCIAL CONTROLS

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term enhancement of corporate value. Accordingly, the Company continuously strives to strengthen these structures, recognizing that a robust internal control framework serves as a key pillar of sound corporate governance.

Thescopeofaudit activities is broadly determined bytheannual audit plan, which is approved by the top management and the Audit Committee. The Internal Auditors conduct regular reviews of the internal systems and procedures, and submit reports outlining their findings. They also monitor the implementation of corrective actions to ensure the effectiveness and continual improvement of the internal control framework.

The Audit Committee of the Board of Directors periodically reviews the adeguacy and effectiveness of the internal financial control system of the Company. Based on its assessment, the Committee provides recommendations to enhance and strengthen the internal control mechanisms, thereby ensuring reliability and integrity of financial reporting and compliance with applicable laws and regulations.

Based on the internal financial control and compliance procedures established and maintained by the Company, along with the work carried out by the internal auditors, statutory auditors, cost auditors, and secretarial auditors including their 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 adeguate and operating effectively during the financial year 2025-2026.

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

The Company's internal control systems are designed to align with the nature of its business as well as the size and complexity of its operations. The internal financial controls related to the financial statements are considered adeguate and effective.

The Company has adeguate systems and processes in place to comply with all applicable laws and regulations including the CSR obligations and to pay applicable taxes on time.

BOARD DIVERSITY

The Company believes that true board diversity encompasses a wide range of perspectives and is not limited to the presence of various diverse traits. A diverse Board enhances the quality of decision-making by drawing on the varied thoughts, perspectives, skills, qualifications, experience, knowledge, regional and industry expertise, cultural and geographical backgrounds, age, ethnicity, race, and gender of its members contributing meaningfully to sustainable and balanced development.

CODE OF CONDUCT

RELATED PARTY TRANSACTIONS

All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year were on an arm's length basis and in the ordinary course of business. Disclosure in Form AOC-2, pursuant to the provisions of Sections 134 and 188 of the Act, for material related party transactions, is annexed as Annexure D and forms an integral part of this Report. Further, all related party transactions have been disclosed in the notes to the financial statements. There were no Related Party Transactions that may have a potential conflict with the interest of the Company.

The Board has approved the criteria for granting omnibus approval by the Audit Committee. Prior omnibus approval is obtained for related party transactions that are of a repetitive nature, entered into in the ordinary course of business, and at arm's length basis. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. Disclosure of related party transactions as required under Indian Accounting Standards-24 have been made in the note no. 66 to the standalone financial statements.

ANNUAL RETURN

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information regarding the conservation of energy, technology absorption, foreign exchange earnings, and outgo, as required to be disclosed under Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure C and forms an integral part of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed as Annexure B and forms an integral part of this Annual Report.

OTHER DISCLOSURES

The Directors confirm that during the year under review and as on the date of this Report:

a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c) There was no revision in the financial statements.

d) There has been no change in the nature of business of the Company.

e) The Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

f) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

g) There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h) There are no proceedings initiated or pending under the Insolvency and Bankruptcy Code, 2016.

i) There was no instance of one-time settlement with any Bank or Financial Institution.

j) The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

k) There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations that are binding on the Company.

l) The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company acknowledges the significance of maintaining environmentally clean and safe operations. Its policy mandates conducting all activities in a manner that ensures the safety of all individuals involved while strictly adhering to applicable environmental regulations. Accordingly, the Company has implemented all necessary measures for safety, environmental control, and protection across all its plants.

ACKNOWLEDGMENT

The Directors sincerely appreciate the assistance and cooperation extended by the Government and Railways authorities, customers, vendors, suppliers, banks, financial institutions and investors during the year under review. They also wish to express their gratitude for the efficient and loyal services rendered by every employee, acknowledging that it is through their dedicated efforts that the Company's overall performance has been achieved. The Directors look forward to the long-term future with confidence and deeply value the contributions made by every member of the HIRECT family.