Review of Operations

During the year under review the Company has recorded a total revenue of . 32.89/-in Lakhs as compared to . 19.93 in Lakhs /- in the previous year. The Company has recorded a net loss of . (42.04) /- in Lakhs as compared to previous year net loss of . (117.97) /- in Lakhs.

Prospects:

Hi-Klass Trading and Investment Ltd, the Company is Registered NBFC with the Reserve Bank of India, and has obtained listing of equity shares on BSE (“BSE Ltd”) w.e.f. 31.01.2019, since the Ahmedabad Stock Exchange and Pune Stock Exchange have become a derecognised Stock Exchange's in India.

The banking sector in India is witnessing vital fundamental reforms in which Non-Banking Financial Companies ("NBFC"/ "NBFCs") have been playing a very important role from the macroeconomic perspective. NBFCs have shown considerable growth in the last couple of years and as an impact they have created their own position in the banking sector promising a rising

future in the years to come.

NBFCs have steadily expanded their share of total credit in the country. They have developed innovative and customised financial products and solutions that are delivered efficiently to fulfil customer aspirations.

The implementation of various government initiatives to improve financial inclusion will further support the growth of NBFCs. With private consumption growing at a robust pace and a visible upswing in investments, NBFCs are well positioned to maintain their growth trajectory.

Share Capital

The Company has 7,50,00,000/- Equity Share Capital for the Financial Year ended March 31, 2025. The Company has increased its Capital throughout the year. However, the Company has raised the fund by issuing 80,00,000 Lakh equity share on preferential basis of Rs. 10/- each at a premium of Rs. 5/- each as per the approval obtain from the shareholders through Extra-Ordinary General Meeting on January 17, 2025. Consequently, the Company has raised its Authorized Capital from Rs. 6,50,00,000/- to Rs. 7,50,00,000/-.

Dividend and Reserve:

The Directors did not recommend any dividend for the Financial Year ended 31^st March, 2025. During the year under review, no transfers were made to General Reserve.

The Company was not required to Transfer of Unclaimed Dividend to Investor Education and Protection Fund.

Number of Meetings of Board of Directors

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

During the year, 19 meetings of the Board of directors were held during the financial year 2024-25 on following dates:

* Mrs. Sonu Agarwal resigned w.e.f 01.09.2025 * Mrs. Diksha Chainwala Surana resigned w.e.f 09.07.2025 * Mr. Dipak Sundarka was appointed w.e.f 09.07.2025 * Mr. Navin Kumar Jain was appointed w.e.f 01.09.2025

Meeting of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 24, 2025 wherein the performance of the Non-Independent Director and the Board as a whole was reviewed. The Independent Director at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors of the Company.

Committees of the Board:

The Company has constituted / re-constituted various Board level committees in accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in this Report.

Audit Committee:

The Present composition, powers, role and terms of reference of the Audit Committee are in accordance with the requirements Mandated Under Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 and 21 read with Part C of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The major tasks performed by the Audit Committee may be grouped under the following heads:

Statutory Audit, Internal Audit, Reporting and other aspects

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process The Committee acts as a link between the Management, Auditors and the Board of Directors of the Company and has full access to the financial Information.

Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible and ensuring timely submission to statutory authorities.

Reviewing the Management Discussion & Analysis of financial and operational Performance.

Review the adequacy and effectiveness of the Company's system and internal control.

To review the functioning of the Whistle Blower mechanism

Roles of the Audit Committee

Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors and internal Auditors considering their independence and effectiveness and their replacement and removal.

To recommend to the Board the remuneration of the Statutory Auditors and internal auditors

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

Discussion with internal auditors of any significant findings and follow up there on.

Changes, if any, in accounting policies and practices and reasons for the same:

Powers of the Audit Committee

To investigate any activity within its terms of reference. To seek information from any employee. To obtain outside legal or other professional advice.

To secure attendance of outsiders with relevant expertise, if it considers necessary. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Meeting Details

During the year the Committee had 6 Meetings i.e. on 28.05.2024, 08.08.2024, 28.08.2024, 14.11.2024, 18.12.2024 & 07.02.2025 and the present composition is mentioned below: -

Composition, Name of Members and Attendance during the Year:

* Mrs. Sonu Agarwal resigned w.e.f 01.09.2025 * Mrs. Diksha Chainwala Surana resigned w.e.f 09.07.2025 * Mr. Dipak Sundarka was appointed w.e.f 09.07.2025 * Mr. Navin Kumar Jain was appointed w.e.f 01.09.2025

The Chairman of the Audit Committee is an Independent Director and the Secretary of the Company acts as the Secretary to the Committee. Executives from different departments and Representative of Statutory Auditors/ Internal Auditors are invited to attend the Audit Committee Meeting where their reports are discussed.

All the Members of the Committee are financially literate and have financial management expertise. Mrs. Neha Kedia, Company Secretary acts as Secretary of the Audit Committee.

Nomination & Remuneration Committee:

The Nomination & Remuneration Committee presently comprises of Mrs. Sonu Agarwal, Chairman, Mr. Dipak Sundarka and Ms. Sanskkrity Jaiin as Members. The terms of reference of the Nomination & Remuneration Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (1) of the Companies Act, 2013 read with the rules.

During the year the Committee had 4 Meetings i.e. on 28.05.2024, 03.12.2024, 18.12.2024 & 13.02.2025

The Composition of the Nomination and Remuneration Committee and the details of meetings attended by the members of the Nomination and Remuneration Committee are given below: -

*Mrs. Sonu Agarwal had resigned w.e.f 01.09.2025. * Mr. Navin Kumar Jain was appointed w.e.f 01.09.2025

Term of Reference of the Nomination and Remuneration Committee include:

To guide the Board in relation to appointment and removal of Directors, key Managerial Personnel and Senior Management. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. To Provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. To devise a policy on Board diversity To develop a succession plan for the Board and to regularly review the plan;

All the members of the Nomination and Remuneration Committee are Non-Executive Directors.

Stakeholders Relationship Committee:

The Present composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015. The Committee looks into Share transfer, reviews shareholders'/investors' complaints and resolution.

The Stakeholder Relationship Committee and the details of meetings attended by the members of the Nomination and Remuneration Committee are given below: -

During the year the Committee had 4 Meetings i.e. on 28.05.2024, 08.08.2024, 14.11.2024 & 07.02.2025 and the present composition mentioned below: -

*Mrs. Sonu Agarwal had resigned w.e.f 01.09.2025. * Mr. Navin Kumar Jain was appointed w.e.f 01.09.2025 * Mrs. Diksha Chainwala Surana resigned w.e.f 09.07.2025 * Mr. Dipak Sundarka was appointed w.e.f 09.07.2025

Detail of Complaints:

No. of shareholders' complaints pending as on April 01, 2024: Nil No. of shareholders' complaints received during the Year: Nil No. of shareholders' complaints redressed during the Year: Nil No. of shareholders' complaints pending as on March 31, 2025: Nil

The Company has generally attended to the investors' grievances. Shareholders' request for transfer/ transmission of equity shares were affected within 15 days from the date of receipt. There were no valid transfers pending for registration as of March 31, 2025.

Powers of the Stakeholders Relationship Committee

The role of the committee shall, inter-alia, include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company

Material Changes & Commitments

There are material changes & commitments affecting the financial position of the Company during the Financial Year 2024-25 and from the end of Financial Year 31^st March 2025 till the date of this report whose detail are mentioned hereunder.

The Company has raised the fund by issuing 80,00,000 Lakh equity share on preferential basis of Rs. 10/- each at a premium of Rs. 5/- each as per the approval obtain from the shareholders through Extra Ordinary General Meeting on January 17, 2025. Consequently, the Company has raised its Authorized Capital from Rs. 6,50,00,000/- to Rs. 7,50,00,000/-.

Annual Return

The Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 is being uploaded in the website of the Company “www.hiklass.co.in”

Particulars of Loans, Guarantees or Investments under Section 186

Details of Loans, Guarantees and Investments covered the provisions of Section 186 of The Companies Act, 2013, are given in the notes to the Financial Statement.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The information relating to conservation of energy, technology absorption & foreign exchange earnings & outgo by the Companies annexed to the report as “Annexure - A”

Particulars of Contracts or Arrangements with Related Parties

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of transactions with related parties and dealing with them. The said policy may be referred to at the Company's website at www.hiklass.co.in.

The Audit Committee reviews all related party transactions. All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning of Section 188 (1) of Companies Act, 2013 were in ordinary course of business and on arm's length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulation.

There are no material contracts or arrangements entered into by the Company during the year with Related Parties.

There are no materially significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed as Annexure B is attached herewith and forms part of this Director's Report

Details of Directors and Key Managerial Personnel:

The Company has a well-structured Board consisting of 4 Directors and Chief Financial Officer , Chief Executive Officer & Company Secretary. The present composition of the Board and KMP is tabulated here-in-after:

Note :- i) appointment of Mr. Dipak Sundarka (DIN: 05297111) as an Additional Director (Non-Executive Non-Independent) w. ef 9^th July, 2025.

ii) Resignation of Mrs. Diksha Chainwala Surana from the post of independent director of w.e.f 9^th July, 2025.

iii) appointment of Mr. Tanish Sharma as the Chief Executive Officer (CEO) of the Company with effect from July 24, 2025

iv) appointment of Mr. Deepak Jhunjhunwala as a Chief Financial Officer, w.e.f February 13, 2025.

v) Resignation of Mr. Pravin K. Chopda from the post of Chief Financial Officer of the Company with effect from December 03, 2024.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

In accordance with the provisions of Section 152 (6) & (7) of the Companies Act, 2013, the executive and non-executive directors of the Company, apart from Independent Directors, are subject to retirement by rotation. Accordingly, Mr. Sanjay Kumar Jain (DIN- 00415316, who retires by rotation, and being eligible, offers himself for reappointment. The resolution seeking approval of members for re-appointment of Mr. Sanjay Kumar Jain has been included in the Notice of Annual General Meeting

Statement on declaration given by Independent Directors under Section 149(6)

All Independent Directors have submitted declarations confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 read with

Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as emended. Independent Directors have also confirmed compliance with the Company's Code of Conduct and the Code of Independent Directors prescribed in Schedule IV to the Companies Act, 2013 during the FY 2024-2025. Based on the disclosures received from all the independent directors and in the opinion of the Board, the independent directors fulfil the conditions specified in the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and are independent of the management.

Change in Key Managerial Personnel:

There is change in the composition of Key Managerial Personnel which was mentioned hereunder:

appointment of Mr. Deepak Jhunjhunwala as a Chief Financial Officer, w.e.f February 13, 2025.

Resignation of Mr. Pravin K. Chopda from the post of Chief Financial Officer of the Company with effect from December 03, 2024.

appointment of Mr. Tanish Sharma as the Chief Executive Officer (CEO) of the Company with effect from July 24, 2025

Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors also explained in detail the various compliances required from him to act as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization is available on Company's website www.hiklass.co.in

Statement Regarding Opinion Of The Board With Regard To Integrity, Expertise And Experience (Including The Proficiency) Of The Independent Directors Appointed During The Year

In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended).

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as was notified and required under Section 150(1) of the Act.

Certification From Company Secretary in Practice

As required under SEBI Listing Regulations, Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/Statutory Authorities. The Certificate is annexed as “Annexure - G”.

Formal Annual Evaluation :

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of the Board is done on an annual basis. One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the

Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the individual Directors Board and its Committees was carried out. In accordance with the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the and its committees, Board culture, execution and performance of specific duties, obligations and governance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the and its committees, Board culture, execution and performance of specific duties, obligations and governance.

a) Criteria for evaluation of the Board of Directors as a whole i. Frequency of meetings; ii. Length of meetings; iii. Administration of meeting; iv. Number of Committees and their roles; v. Flow of information to Board members and between Board members vi. The quality and quantity of information; and vii. Disclosure of information to the stakeholders. b) Criteria for evaluation of individual Directors i. Commitment to fulfillment of Director's obligations and fiduciary responsibilities; ii. Attendance and contribution at Board/Committee meetings; iii. Ability to contribute by introducing best practices to address top management issues; iv. Monitoring management performance and development; v. Participation in long-term strategic planning vi. Ability to contribute and monitor corporate governance practices; vii. Statutory compliance & Corporate governance practices; viii. Time spent by each of the members; ix. Core competencies; and x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

General Shareholder Information

i) Date, Time and Venue of the AGM: The 32nd Annual General Meeting of the Company will be held on September 27th, 2025 Saturday through Video Conferencing (VC) / Other Audio Visual Means (OAVM)at 12:30 PM

ii) Financial Year: The Company's Financial Year starts on April 1^st, 2024 and ends on March 31, 2025. iii) Dividend Payment: The Board of Directors have not recommended dividend on the Equity Shares for the Financial Year ended March 31, 2025.

iv) Date of Book Closure: Register of Members/Register of Share Transfer books will remain close from Sunday, September 21st, 2025 to Saturday, September 27th, 2025 (both days inclusive)

v) Listing on Stock Exchange & Stock Code: The Company's Equity Shares are listed on the Bombay Stock Exchange Ltd with stock code 542332 and the Company has paid the appropriate listing fees for the financial year 2024-2025. The ISIN No. of the equity shares of your Company is INE302R01024.

vi) Registrar & Transfer agents:

Purva Sharegistry (India) Pvt. Ltd.

No.9, Shiv Shakti Ind. Estate, Ground Floor, J R Borich Marg, Lower Parel, Mumbai- 400 011. Phone No: 022- 2301 8261, Fax No: 022-2301 2317, E-mail: support@purvashare.com.

vii) Category of Shareholders as on 31st March, 2025

Management Discussion and Analysis

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as “Annexure - C”.

Subsidiaries, JVs or Associate Companies:

The Company does not have any Joint Ventures, Associate or Subsidiary Companies

Board's Comment on the Auditor's Report:

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2024-25.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

There have no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during financial year 2024-25.

Risk Management Policy:

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

This policy is also available on the Company's website www.hiklass.co.in.

Internal Financial Control Systems:

1. The Company has appointed Internal Auditor to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company.

2. The Board of Directors of the Company has adopted various policies like Related Party, Whistle Blower Policy, and other procedures for ensuring the orderly and efficient conduct of its business. The Company system of internal control has been designed to provide a

reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of financial information, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Vigil Mechanism/ Whistle Blower Policy:

The Company has established an effective Whistle Blower Policy person to the Companies Act, 2013 and SEBI listing Regulation, 2015. The said policy may be referred to at the company's website at the following web link www.hiklass.co.in. It aims at conducting the affairs of the Company in a fare and transparent manner by adopting the highest standard of professionalism, honesty, integrity, and ethical behaviour. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concern about un-ethical behaviour, actual or suspected fraud or violation of code of conduct an ethics.

It also provides for educate safeguards against the victimization of employees who able the mechanism to allow direct access to the Chairman of the Audit Committee in exceptional cases.

Auditors

Statutory Auditors

M/s. Biswas Dasgupta Datta and Roy (Firm Registration Number: 302105E) Chartered Accountants, 10 Government Place (East) Ezra Mansion Room No 21, Esplanade, Kolkata 700 069 appointed as the Statutory Auditors of the Company commencing from the conclusion of Annual General Meeting held on 30.11.2021 till the conclusion of AGM to be held in the financial year 2025-26.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Account)

Rule 2014, Company is required to appoint Internal Auditors. M/s DS Associates, Chartered Accountants (FRN: 317063E) re-appointed as Internal Auditor of the Company for the year (2025-26).

Secretarial Audit and Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mayur More and Associates, (CP No.: 13104 & Membership No.: 35249) Practicing Company Secretaries, as Secretarial Auditor for carrying out the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and therefore do not call for any further comments During the period under review, Secretarial Audit Report given by Mayur More Proprietor of M/s MAYUR MORE & ASSOCIATES, Company Secretaries shall be annexed with the report as “Annexure-D”

Maintenance Of Cost Records and Cost Audit

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

Details of Frauds reported by Auditors'

No frauds have been reported by auditors hence no disclosures are required under the provisions of Section 143 of the Companies Act 2013 and the rules made thereunder.

Managerial Remuneration

Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Applicable as details annexed as “Annexure-E”

Details of every employee of the Company as required pursuant to 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Applicable as details annexed as “Annexure-E”.

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.- Not Applicable

Deposits:

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act, 2013 during the financial year and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on March 31, 2025.

Corporate Social Responsibility:

In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions were not applicable to the Company.

Code of Conduct:

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as “Code of Conduct”. The code has been posted on the Company's website www.hiklass.co.in

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in Securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the code.

All Board Directors and the designated employees have confirmed compliance with the code.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2024-25 A copy of the Policy against sexual harassment is posted on the Company's Website www.hiklass.co.in.

Maternity Benefit Provided by the Company Under Maternity Benefit Act, 1961

If female employees exist the Company declares that it has duly compelled with the provisions of the Maternity Benefits Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and be flexible return-to-work options, as applicable. The Company remains committed to fostering an Inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

Corporate Governance

The Regulation 27(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as company falls under criteria of Regulation 15 (2) (a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the paid-up capital of the company being less than Rs.10 crore and net worth being less than Rs. 25 crore, the threshold limit as prescribed therein.

Transfer of Amounts to Investor Education and Protection Fund:

Pursuant to applicable provisions of the Companies Act, 2013 (“the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company did not have any funds lying unpaid or unclaimed. Therefore, there was no funds which were required to be transferred to Investor Education and Provident fund (IEPF).

Listing

The shares of the company are listed at Bombay Stock Exchange Limited. Listing fees of BSE is paid for the year 2024-25.

Directors' Responsibility Statement

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

Accounting policies have been consistently applied.

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Particulars of Employees and Related Disclosures:

Disclosures pertaining to remuneration and other details 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 are annexed as Annexure-E. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and others entitled thereto, excluding the disclosure on particulars of employees which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

Nomination and Remuneration Policy of the Company:

The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto stating therein the Company's policy on Directors, payment of managerial remuneration, Director's qualifications, positive attributes, and independence of Directors by the Nomination & Remuneration Committee which was revised and reviewed by the Board of Directors. The said policy is furnished as Annexure-F And forms part of this report and also can be accessed at the Company's website at www.hiklass.co.in

Human Resources:

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. Presently your Company does not have any employee falling within the scope of prescribed Section of the Companies Act, 2013 read with companies applied rules. Your Company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely. Provision of the Gratuity Act is applicable to the Company for the financial year ended March 31, 2025.

Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals impacting the going concern status and Company's operation in future:

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future. Compliance with Secretarial Standards on Board and General Meetings: During the Financial Year, your Company has compiled with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Indian Accounting Standards:

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting Standards (Ind-AS) from April 01, 2017. Accordingly, the financial statements of the Company for the financial year 2024-25 have been prepared as per Ind-AS.

Compliance with Secretarial Standards on Board and General Meeting:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) along with Secretarial Standards on Report of the Board of Directors (SS-4) issued by The Institute of Company Secretaries of India (ICSI).

Dematerialization of shares:

97.98% of the Company's paid-up Equity Share Capital is in dematerialized form as on March 31, 2025 and only 2.02% is being held in physical form.

Green Initiative

Pursuant to Companies Act 2013, read with Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Ministry of Corporate Affairs Circular No. 20/2020 dated 5th May, 2020, read with Circular No. 09/2024 dated 19th September 2024 and the SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd October, 2024 companies are allowed to continue conducting AGM through VC and dispatch of annual reports to the Members of the Company. In line with the above given circulars and guidelines issued by MCA and SEBI, the Company is conducting AGM of the Members through VC. The instructions of attending meeting through VC is provided in AGM notice.

Electronic copies of Annual Report 2025, Notice of 32^nd AGM and instructions slip will be sent to all the Members whose email addresses are registered with the Company/ Depository Participant(s) for communication purpose. Pursuant to Section 108 of the Act read with rule 20 of Companies (Management and Administration) Rules, 2014, the Company is providing remote e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instruction of remote e-voting is provided in the notice

Disclosure Under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) During the Year Along with Their Status as at the End of the Financial Year

During the year under review, there is no application or proceeding pending under the Insolvency & Bankruptcy code, 2016 against the company.

Details of Difference between valuation Amount on One Time Settlement and valuation while availing loans from Banks & Financial Institution:

During the year under review, there has been no one time settlement of loans taken from the Banks & Financial Institution.

Details of one-time settlement with the Banks

The Company has not made any one-time settlement with any Banks or Financial Institutions.

Declaration Regarding Compliance by Board Members and Senior Management Personnel with the Company's Code of Conduct

This is to confirm that the Company has adopted a code of conduct for its employees including the Managing Director, Whole-time/ Executive Directors, Non-Executive Directors, and Independent Directors. The code is available on the Company's Website. I confirm that the company has in respect of the year ended March 31, 2025, received from the Senior Management

Team of the Company and the Members of the Board a declaration of Compliance with the code of conduct as applicable to them.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors