Directors Report of The Hi-Tech Gears Ltd.

Mar 31, 2025

Your directors are pleased to present the 39^th Annual Report of your Company, together with the Audited Financial Statements of the Company for the
Financial Year ended on March 31,2025. Further, the consolidated performance of the Company and its subsidiaries have been referred to wherever
required.

HIGHLIGHTS OF THE FINANCIAL PERFORMANCE

The highlights of the Standalone and Consolidated financial performance of the Company are as below:

('' in million except EPS)

	Particulars	Standalone		Consolidated
		2024-25	2023-24	2024-25	2023-24
	1. Income
	a) Revenue from operations	6389.93	7590.33	9068.07	10837.72
	b) Other operating revenues	186.16	209.51	201.57	231.33
	c) Other income	120.03	93.09	117.17	99.3
	Total Income	6696.12	7892.93	9386.81	11168.35
	2. Expenses
	a) Cost of material consumed	3316.51	3999.65	4515.73	5486.35
	b) Purchases of stock-in-trade	156.36	210.2	156.36	210.20
	c) Changes in inventories of finished goods and work in progress	-64.88	-5.62	-50.90	-3.64
	d) Employee benefits expense	948.30	1095.69	1635.43	1967.10
	e) Finance costs	118.71	181.86	213.71	377.70
	f) Depreciation and Amortization expense	327.71	316.14	634.66	611.73
	g) Other expenses	1257.72	1447.75	1654.16	1909.66
	Total expenses	6060.43	7245.67	8759.15	10559.10
	3. Profit/(loss) before exceptional items and tax (1-2)	635.69	647.26	627.66	609.25
	4. Income from exceptional items	0	0	0	770.06
	5. Profit/(loss) before tax (3 4)	635.69	647.26	627.66	1379.31
	6. Total Tax Expense	161.91	154.57	224.03	236.78
	7. Net Profit for the Year (5-6)	473.78	492.69	403.63	1142.53
	8. Other Comprehensive Income	-111.20	4.23	-142.86	17.96
	9. Total Comprehensive Income for The Year (7 8)	362.58	496.92	260.77	1160.49
	10. Other equity as per statement of assets and liabilities	4518.01	4242.88	4647.82	4473.75
	11. Paid-up equity share capital (Face value of '' 10/- per equity share)	187.93	187.78	187.93	187.78
	12. Earnings per equity share (Face value of '' 10/- per equity share)
	(a) Basic (in '' )	25.23	26.24	21.49	60.86
	(b) Diluted (in '' )	25.19	26.19	21.49	60.73

GENERAL INFORMATION

Over the years, your Company has been guided by Management’s vision
of excellence, innovation and commitment to accomplish significant
milestones. Our success is built on a foundation of quality, customer
satisfaction, and continuous improvement. As we look ahead, we remain
committed to strengthening relationships, embracing new technologies,
and expanding our global footprint.

The contribution of the automobile sector to the nation’s GDP is a major
indicator of economic development and is essential to the development of
India’s industrial structure as well as its long-term success. The “Make in
India” initiative launched in 2014, has significantly transformed India’s
automobile industry. The Indian automotive industry continues to grow
rapidly which makes India the 3^rd largest country globally in terms of
automobile sales and the 4^th largest in automobile production. The sector
has attracted substantial investments, spurred innovation, and increased
localization, contributing to economic growth and sustainability.

Despite considerable external headwinds, the Indian economy achieved a
growth rate of 6.5% in 2024-25, supported by robust domestic demand
and resilient performance across sectors including manufacturing,
construction and services. The automotive industry, which contributes
approximately 7% to India’s GDP, played a significant role in this growth
through increased production and rising vehicle sales.

According to the data released by Society of Indian Automobile
Manufacturers (“SIAM”) for the Financial Year 2024-25, the automotive
industry achieved significant growth. Total vehicle production during April
2024 to March 2025 reached 3,10,34,174 units, marking an increase from
2,84,39,036 units in the previous year (April 2023 to March 2024). The
domestic sales for the same period also showed substantial progress,
reaching 2,56,07,391 units, compared to 2,38,57,411 units in the previous
year. The exports witnessed a growth of 53,63,089 units in the current
year, from 45,00,494 units in the previous year.

Notably, the domestic sales of Three Wheelers and Two Wheelers
experienced remarkable growth in Financial Year 2024-25. Three Wheelers
sales rose from 6,94,801 units to 7,41,420 units, and Two Wheelers sales
increased from 1,79,74,365 units to 1,96,07,332 units, compared to the
previous year.

Regarding exports, there was a mixed trend. While Passenger Vehicle
Exports saw a significant rise from 6,72,105 units to 7,70,364 units in the
Financial Year 2024-25. Commercial Vehicle, Three-Wheeler, and Two
Wheelers exports increased from 65,818 to 80,986 units from 2,99,977 to
3,06,914 units, and from 34,58,416 to 41,98,403 units respectively,
compared to the previous year.

Amidst global uncertainty and economic challenges such as high inflation,
your Company demonstrated remarkable agility and foresight by swiftly
implementing strategic measures that mitigated risks and preserved its
competitive edge. Guided by our core values of Excellence, Integrity,
Commitment and Transparency, we strengthened our core business,
pursued new opportunities, and set ambitious goals for sustainable long¬
term growth.

STATE OF COMPANY AFFAIRS

Your Company, recognized as a world-class Indian brand, stands out for
its strategic focus on innovation, sustainability, and resilience amid a volatile
economic landscape. Beyond cost competitiveness, its success is driven
by strict adherence to schedules and high-quality standards. This
achievement is made possible by the unwavering commitment of our
employees, customers, suppliers, and shareholders.

Detailed information on the operations and on the state of affairs of the
Company is majorly covered in the Management Discussion and Analysis
Report, forming part of this report. Throughout the financial year, your
Company has consistently maintained operational efficiency and stability.

During the Financial Year 2024-25, on a standalone basis, the total revenue
stood at '' 6,696.12 million, compared to the last Financial Year 2023-24 at
'' 7,892.93 million. The Profit Before Tax during the year is '' 635.69 million.
Similarly, the Net Profit After Tax of the Company is '' 473.78 million.

On a consolidated basis, the total revenue is '' 9,386.81 million in the
Financial Year 2024-25, as compared to the last Financial Year 2023-24
'' 1,168.35 million. The Net Profit Before Tax '' 627.66 million declined this
year as compared to '' 1379.31 million in the previous Financial Year 2023¬
24. However, during the previous Financial Year 2023-24 the Net Profit
Before Tax i.e. '' 1379.31 million includes income from exceptional items
of '' 770.06 million. Similarly, the Net Profit After Tax of the Company in
the Financial year 2024-25 is '' 403.63 million in comparison to '' 1142.53
million in the previous year.

On the export front, on a standalone basis, the Company recorded an
export turnover of '' 2,197.13 million as compared to '' 2,293.81 million in
the previous year. The share of total export turnover stood at 33.41% of
the total turnover of the Company.

Your Company is well-positioned to sustain its growth trajectory, supported
by its strategic initiatives, operational efficiencies, and continued emphasis
on innovation and integrity. Barring any unforeseen developments or
adverse macroeconomic conditions, the long-term outlook of the Company
remains positive.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (‘Act’) and
IND AS-110 on Consolidated Financial Statements, read with IND AS-28
on Investments in subsidiaries outside India, the Audited Consolidated
Financial Statements for the Financial Year ended March 31,2025, form
part of this report.

THE HI-TECH GEARS LIMITED STOCK INCENTIVE PLAN, 2021 (“THGL
SIP 2021”/ “PLAN”)

Your Company has implemented an employee stock option plan namely
‘The Hi-Tech Gears Limited Stock Incentive Plan, 2021’ covering the
Employees of the Company and its existing or future Subsidiary Companies.
The scheme was approved by the shareholders in the Annual General
Meeting of the Company held on Wednesday, September 29, 2021, by

way of Special Resolution.

In line with the Regulation 14 of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, a statement giving complete details,
as on March 31,2025, is available on the website of the Company: https:/
/www.thehitechgears.com/annualreport.php

During the financial year under report, the Nomination and Remuneration
Committee vide its resolution dated February 12, 2025, has allotted 15,031
equity shares of '' 10/- each of the Company, pursuant to exercise of
stock options by the eligible employees of the Company and its subsidiary
companies, under the “The Hi-Tech Gears Limited Stock Incentive Plan,
2021”. The equity shares allotted rank pari-passu with the existing share
capital of the Company. Except as stated herein, there was no other change
in the share capital of the Company.

SHARE CAPITAL

During the financial year under review, the paid-up Equity Share Capital
of the Company has been increased from '' 18,77,81,860 (comprising of
1,87,78,186 Equity Share of '' 10/- each) to '' 18,79,32,170 (comprising of
1,87,93,217 Equity Share of '' 10/- each) pursuant to allotment of 15,031
equity shares of '' 10/- each, to the eligible employees of the Company
and its subsidiary companies, under the “The Hi-Tech Gears Limited Stock
Incentive Plan, 2021”.

DIVIDEND

The Board of Directors, at its meeting held on May 29, 2025, recommended
a final dividend @ 50% i.e. '' 5.00/- per equity share of '' 10/- each
amounting to '' 93.96 million subject to the approval of the shareholders at
the 39^th Annual General Meeting.

Pursuant to The Finance Act, 2020 read with Income Tax Act, 1961 dividend
declared/recommended and paid by the Company after April 1^st, 2020, is
taxable in the hands of shareholders and the Company is required to deduct
the tax at source (“TDS”) on the distribution of dividend income to its
shareholders at the prescribed applicable rates. In view of this, the
Company will also send the communication to shareholders to inform them
of their status, PAN, and other details, so that the Company can comply
with the provisions accordingly.

TRANSFER TO RESERVES

During the Financial Year under review, no amount has been transferred
to the Reserves of the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during
the Financial Year 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS (“SS”)

The Company has complied with all the applicable SS issued by the Institute
of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, cost, secretarial auditors and external agencies,
including audit of internal controls over financial reporting by the Statutory
Auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion
that the Company’s internal financial controls were adequate and effective
during Financial year 2024-25.

In terms of section 134(3)(c) and 134(5) of the Companies Act, 2013, and
to the best of their knowledge and belief, and according to the information
and explanations provided to them, your Directors hereby make the
following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanations relating
to material departures, if any.

(b) that such accounting policies have been selected and applied
consistently and made judgments and estimates made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31,2025, and of the profit and
loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for prevention
and detection of fraud and other irregularities;

(d) that the annual financial statements have been prepared on going
concern basis;

(e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively, and

(f) that the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENT

In view of the requirement of the Companies Act, 2013, the Company has
successfully documented and implemented its Internal Financial Controls
(IFC). This ensures orderly and efficient conduct of its business, including
adherence to Company policies, safeguarding of its assets, accuracy,
prevention of errors and completeness of the accounting records and the
timely preparation of reliable financial information. The Internal Financial
Controls with reference to the Financial Statements were adequate and
operating effectively.

Further, the Audit Committee monitors the adequacy and effectiveness of
your Company’s internal financial control framework.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Followings are the Subsidiaries of the Company-

Sr. No.	Name of the Entity	Relationship
1.	2545887 Ontario Inc., Canada	Wholly Owned Subsidiary
2.	Neo-Tech Smart Solutions Inc., Canada	Wholly Owned Subsidiary
3.	Neo-Tech Auto Systemz Inc., USA	Wholly Owned Subsidiary
4.	The Hi-Tech Gears Canada Inc.	Wholly Owned Step-Down Subsidiary
5.	Teutech Holding Corp., USA	Wholly Owned Step-Down Subsidiary
6.	Teutech Leasing Corp., USA	Wholly Owned Step-Down Subsidiary
7.	Teutech LLC, USA	Wholly Owned Step-Down Subsidiary

The Board has duly reviewed the affairs of the subsidiary companies, from
time to time wherein, 2545887 Ontario Inc., and The Hi-Tech Gears Canada
Inc. are considered to be ‘Material Subsidiary’ companies, pursuant to
provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI (LODR) Regulations, 2015”) &
on the basis of financials for the period ended on March 31,2025.

Further, there is no material change in the business of subsidiary companies
and the Company has taken note of all the significant transactions and
arrangements entered into by its subsidiaries. The other financial and vital
details related to subsidiaries are provided in attached AOC-1 form as
Annexure-I (Statement containing salient features of the financial statement
of subsidiaries), pursuant to section 129 and section 136 of the Companies
Act, 2013 and rules made thereunder.

Pursuant to the provisions of the Companies Act, 2013 and applicable
accounting standards, the standalone and consolidated financials together
with the reports of Statutory Auditors are provided in the Annual Report.

Further, the Company’s policy for determining material subsidiaries in terms
of applicable SEBI (LODR) Regulations, 2015 and other applicable laws
is available at https://www.thehitechgears.com/codespolicies.php

DIRECTORS, KEY MANAGERIAL PERSONNEL’S AND EVALUATION

The Board is duly constituted with proper balance of Executive, Non¬
Executive Directors and Independent Directors including Independent
Woman Director. The composition of the Board is in conformity with
Regulation 17 of the SEBI (LODR) Regulations, 2015 read with Section
149 of the Companies Act, 2013.

The changes in the composition of the Board of Directors and Key
Managerial Personnel of the Company during the year under review are
as under:

a) Appointment/Re-appointment

The Board of Directors (“Board”), on recommendations of the
Nomination and Remuneration Committee (‘NRC’), have approved
the appointment of Mr. Arjun Juneja, Mr. Deval Mahadev Desai, Mr.
Vikram Rupchand Jaisinghani, Mr. Sameer Gupta as Non-Executive
- Independent Director of the Company and Mr. Girish Narang as
Whole Time Director & Key Managerial Personnel designated as
Executive Director w.e.f. August 06, 2024.

Further, the Board, on approval and recommendation through
resolution by circulation dated February 04, 2025 by the NRC,
approved the appointment of Ms. Suchitra Rajendra through resolution
by circulation on February 06, 2025, as Non-Executive-Independent
Director in the Company with effect from February 11,2025, as per
applicable provisions of the Companies Act, 2013 & the SEBI (LODR)
Regulations, 2015.

Subsequently, the approval of members was also obtained in AGM
for aforesaid appointments, other than Ms. Suchitra Rajendra.

Further, in the case of the appointment of Ms. Suchitra Rajendra
(Non-Executive-Independent Director) the approval of members was
obtained via the Postal Ballot.

b) Retirement by Rotation

Pursuant to the provisions of the Companies Act, 2013 and Article of
Association of the Company, Mr. Anant Jaivant Talaulicar (DIN-
00031051) and Mr. Anuj Kapuria (DIN-00006366) are liable to retire
by rotation at the 39^th Annual General Meeting and being eligible to
offer themselves for re-appointment. A brief profile of Mr. Anant Jaivant
Talaulicar (DIN-00031051) and Mr. Anuj Kapuria (DIN-00006366) is
provided in the Notice convening the 39^th Annual General Meeting.

c) Resignation/Retirement of Director

During the year under review, Mr. Amresh Kumar Verma, Whole Time
Director & Key Managerial Personnel designated as Executive
Director, took early retirement with effect from the closure of business
hours of August 06, 2024, and Mr. Anil Kumar Khanna, Mr. Sandeep
Dinodia, Mr. Vinit Taneja and Mr. Krishna Chand Verma (Non¬
Executive Independent Directors of the Company) were retired with
effect from the closure of business hours of September 17, 2024.

Mr. Ramesh Shankarmal Pilani (Non-Executive Independent Director)
tendered his resignation from the position Non-Executive Independent
Director of the Company, with effect from the closure of business
hours of January 27, 2025 due to personal reasons and he also
confirmed that there are no material reasons for his resignation other
than mentioned above.

Further, the Board of Directors, in their Meeting held on February 13,
2025, took note of the retirement of Ms. Malini Sud from the position
of Non-Executive Independent Director of the Company with effect
from February 12, 2025.

d) Changes in Key Managerial Personnel

During the Financial Year under review, Mr. Amresh Kumar Verma,
Whole Time Director & Key Managerial Personnel designated as
Executive Director, took early retirement with effect from the closure
of business hours of August 06, 2024. Further, Mr. Girish Narang

was appointed as Whole Time Director & Key Managerial Personnel
designated as Executive Director w.e.f. August 06, 2024.

Except as stated above, there were no changes in the Key Managerial
Personnel of the Company during the year.

e) Key Managerial Personnel’s (“KMP”)

Mr. Deep Kapuria (Executive Chairman), Mr. Pranav Kapuria
(Managing Director), Mr. Anuj Kapuria (Executive Director), Mr. Girish
Narang (Executive Director), Mr. Kapil Rajora (Chief Financial Officer)
“C.F.O.” and Mr. Naveen Jain (Company Secretary) are designated
as KMP, as on March 31,2025.

f) Independent Directors

The Board has 6 (Six) Independent Directors including (1) one Woman
Independent Director as on March 31,2025, representing diversified
fields and expertise. Details are provided in the appropriate section
of the Corporate Governance Report.

The Independent Directors have submitted their declaration of
independence, pursuant to the provisions of section 149(7) of the
Companies Act, 2013, read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16 of SEBI
(LODR) Regulations, 2015, as amended from time to time, stating
that they meet the criteria of Independence as provided in section
149(6) of Companies Act, 2013 and applicable provisions the SEBI
(LODR) Regulations, 2015.

Over the years, your Company has established a robust familiarization
process for Independent Directors, aligned with applicable laws and
regulations. This includes an overview of the corporate profile,
organizational structure, details of subsidiaries and Board members,
relevant codes of conduct, and the mandates of committees to which
the Directors are appointed.

Details of the familiarization programme are explained in the Corporate
Governance Report and are also available on your Company’s website
and can be accessed at https://www.thehitechgears.com/
codespolicies.php.

(g) Meetings of the Board

The Board met 4 (Four) times during the Financial Year 2024-25 to
conduct the operations of the Company. The details of the Meetings
are given in the Corporate Governance Report, which forms part of
this Annual Report. It is confirmed that the gap between two
consecutive meetings was not more than (120) One Hundred and
Twenty Days as provided in section 173 of the Companies Act, 2013.
For further details related to the Committee meetings kindly refer the
Corporate Governance Report.

(h) Annual Evaluation of the Board, its committees and of Individual
Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015, the Board carried out a formal annual
performance evaluation of its own performance, the Chairman,
individual Directors and the working of the different committees. Such
evaluation was done through the established evaluation framework
and the SEBI Guidance Note. The framework included different tools
such as individual questionnaires, covering various information
required to have the evaluation. All the layers of the Board, such as
the Board, Committees and the Independent Directors performed their
part by evaluating the performances of the other Directors as
mandated.

The Company has also devised a policy for evaluating the performance
of Independent Directors, Board, Committees, and other individual
Directors which forms part of the NRC policy and is also available on
https://www.thehitechgears.com/codespolicies.php.

AUDITORS AND THEIR REPORTS

a) Statutory Auditors

M/s YAPL and Co., Chartered Accountants (Firm Registration No.
017800N) the Statutory Auditors of the Company, were appointed in
the 36^th Annual General Meeting for a term of five consecutive years,

till the conclusion of 41^st Annual General Meeting of the Company to
be held in the year 2027.

The Auditors’ Report does not contain any qualification, reservation
or adverse remark and does not call for any further explanation/
clarification by the Board of Directors as provided under Section 134
of the Act. With respect to the point no. (vii)(b) in Annexure “A” to
Auditors’ Report relating to non-deposit of disputed taxes, the Board
wishes to inform that those matters are related to regular tax matters
for which the Company has preferred appeal to Appellate Authorities.
The necessary explanations are also provided in Note 38 to the
Standalone Financial Statements. The rest of the report by the
Statutory Auditors is self-explanatory. Please refer to the Notes to
Accounts, wherever necessary.

Further, there were no fraud reported by the Statutory Auditors to the
Audit Committee or the Board under Section 143(12) of the Companies
Act, 2013.

b) Cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is
required to have the audit of its cost records conducted by a Cost
Accountant. The Board of the Company, on the recommendation of
the Audit Committee, has approved the appointment of M/s. Kabra
and Associates, Cost Accountants (Registration No. - 00075) as the
Cost Auditors of the Company to conduct a cost audit for relevant
products prescribed under the Companies (Cost Records and Audit)
Rules, 2014 for the year ending March 31, 2025. They provided a
certificate confirming their eligibility and consent for appointment under
Section 139(1) of the Act and the corresponding Rules.

The Board on recommendations of the Audit Committee has approved
the remuneration payable to the Cost Auditor, subject to ratification
of their remuneration by the Members at this Annual General Meeting.
The resolution approving the above proposal is being placed for
approval of the Members in the Annual General Meeting. In view of
this, your approval for payment of remuneration to Cost Auditors is
being sought at the ensuing Annual General Meeting.

The cost accounts and records of the Company are duly prepared
and maintained as required under Section 148(1) of the Companies
Act, 2013.

c) Secretarial Auditors

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by
ICSI.

Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, inter-alia requires every listed
Company to annex with its Board’s Report, a Secretarial Audit Report
provided by a Company Secretary in Practice, in the prescribed format.
The Board of Directors appointed M/s. Grover Ahuja and Associates,
Practicing Company Secretaries as Secretarial Auditor to conduct
Secretarial Audit of the Company for the Financial Year ended March
31,2025, and their report is annexed to this Board Report (Annexure-
II). The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Additionally, pursuant to Regulation
24(A) of the SEBI (LODR) Regulations, 2015, read with SEBI circular
CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has
undertaken and received an Annual Secretarial Compliance Report
from M/s Grover Ahuja and Associates, Practicing Company
Secretaries and submitted the same to the stock exchanges within
the specified time period.

In accordance with the provisions of Section 204 and other applicable
provisions of the Companies Act, 2013, read with Rule 9 of the
Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force) (‘the Act’) and pursuant to recent
amendments to Regulation 24A of the SEBI (LODR) Regulations,
2015, the Audit Committee and Board of Directors at their meeting
held on August 11,2025, have approved the appointment of M/s. PG

& Associates, Company Secretaries (Firm Registration No.
S2004DE73600) as the Secretarial Auditors of the Company, to hold
the office, for a period of five (5) consecutive years, commencing
from Financial year 2025-26 to 2029-30, subject to approval of the
Members at the 39^th Annual General Meeting.

Detailed profile of M/s. PG & Associates, Practicing Company
Secretaries is given under the Notice of 39^th Annual General Meeting,
which forms part of the Annual Report of the Company for the Financial
Year 2024-2025.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control systems commensurate with the size,
scale and complexity of its business operations. The scope and functions
of Internal Auditors are defined and reviewed by the Audit committee.
M/s. Grant Thornton Bharat LLP is the continuing Internal Auditors, who
regularly present their quarterly report to the Audit Committee, highlighting
observations, system and procedure related lapses, if any, and corrective
actions being taken to address them.

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies
Act, 2013 and Rules made there under, all unpaid or unclaimed dividends
are required to be transferred by the Company to IEPF after the completion
of seven years from the date of transfer of dividend amount in Unpaid
Dividend Account.

Similarly, the MCA has notified Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 effective
from 7^th September 2016 which provide that, the shares in respect of which
dividend has not been claimed or unpaid by the shareholders for seven
consecutive years or more shall also be transferred to the demat account(s)
to be prescribed by the IEPF Authority.

The details of such dividends and shares transferred pursuant to the
aforesaid provisions are provided in the General Shareholder information
section at point No.11 of Section XIII of Corporate Governance Report. A
list of such cases is also available at the website of the Company at https:/
/www.thehitechgears.com/unclaimedshares.php.

In terms of the said Rules and the amendment thereof vide notification
dated 28^th February 2017 and 13^th October, 2017, the necessary
communications have been made to the respective shareholders whose
shares were required to be transferred to the IEPF so as to enable them to
claim their dividend attached to such shares before such dividend and
shares are transferred to IEPF Authority and further, the necessary
information in this regard is available on the website of the Company https:/
/www.thehitechgears.com/investors.php for the convenience of the
shareholders. Members may refer to the Refund Procedure for claiming
the afore-mentioned amounts and shares transferred to the IEPF Authority
as detailed on http://www.iepf.gov.in/IEPF/refund.html.

In view of this, those shareholders whose dividend is unpaid or unclaimed
must claim it at the earliest. The dividend and equity shares once transferred
into IEPF A/c can only be claimed by the concerned shareholder from
IEPF Authority after complying with the procedure prescribed under the
Rules and any amendment thereof.

Accordingly, during the Financial Year 2024-25 and up to the date of
approval of the Board Report, the Company has transferred 3407 equity
shares to the IEPF Authority, in respect of which the amount of dividend
has not been claimed or unpaid for the seven consecutive years to the
shareholders concerned from the date of declaration respectively.

Mr. Naveen Jain, Company Secretary is also the Nodal Officer of the
Company, pursuant to rule 7(2A) of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
details of which are available on the website of the Company at https://
www.thehitechgears.com/investors.php.

ANNUAL RETURN

As required pursuant to Section 92(3) and 134(3)(a) of the Companies
Act, 2013 and rules made thereunder, the Annual Return of the Company
for the Financial Year 2024-25 shall be filed within 60 days from the ensuing

AGM or within such extended time as may be provided by the MCA through
notification and same shall be uploaded on the Company’s website and
can be accessed at https://www.thehitechgears.com/investors.php. The
Annual Return for the Financial Year 2023-24 filed with the Ministry of
Corporate Affairs after the 38^th Annual General Meeting held in the year
2024 is available on the Company’s website at https://
www.thehitechgears.com/investors.php.

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

Details of Energy Conservation, Technology Absorption, Research and
Development activities undertaken by the Company and foreign exchange
earnings and outgo of the Company and other information in accordance
with the provisions of Section 134(3)(m) of the Companies Act, 2013, read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in
Annexure-III, to this Report.

REPORT ON CORPORATE GOVERNANCE

In terms of the SEBI (LODR) Regulations, 2015, a report on the Corporate
Governance is given separately and forming part of this report and a
certificate from the M/s. Grover Ahuja and Associates, Practicing Company
Secretaries confirming compliance with the provisions of Corporate
Governance is also annexed to the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is given separately and
forms part of this report together with its contents.

RISK MANAGEMENT POLICY

Although, pursuant to Regulation 21 of the SEBI (LODR) Regulations,
2015, provisions of constituting Risk Management Committee are not
applicable to the Company. The Company has adopted an enterprise Risk
Management Policy and established a Risk Management Framework with
an objective of timely identification, mitigation and control of the risks,
which may threaten the existence of the Company, in accordance with the
provisions of the Companies Act, 2013.

Further, pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015,
the Board of Directors frequently review and monitor the risk assessment/
management plan and steps taken to minimize the risks.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 and other applicable provisions
of the Companies Act, 2013 and Rules made thereunder the Company
has adopted and developed a Policy covering the activities mentioned in
Schedule VII of Companies Act, 2013, upon the recommendation of CSR
Committee. Implementation of the policy is undertaken under the guidance
of the CSR Committee, and a briefing of the Corporate Social Responsibility
activities is provided in Annexure-IV.

The CSR policy lays down CSR activities to be undertaken by your
Company. The CSR activities undertaken by your Company are based on
the approved CSR policy, which is available on the Company’s website
https://www.thehitechgears.com/investors.php.

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be
regarded as related parties, were considered to be in the ordinary course
of business and on an arm’s length basis. As provided under section
134(3)(h) of the Companies Act, 2013 and Rules made thereunder,
disclosure of particulars of material transactions with related parties entered
into by the Company with related parties in the prescribed format is annexed
to this report as Annexure-V. Disclosures on related party transactions
are also set out in Note No. 36(b) to the Standalone Financial Statements
and Note No. 37(b) to the Consolidated Financial Statements.

The Policy on materiality of related party transactions pursuant to
Regulation 23 of SEBI (lOdR) Regulations, 2015, as approved by the
Board can be accessed on the Company’s website https://
www.thehitechgears.com/investors.php.

Pursuant to provisions of Section 188 of the Companies Act, 2013 read
with Regulation 23 of the SEBI (LODR) Regulations, 2015, all Material
Related Party Transactions (‘RPTs’)/Contracts shall require prior approval
of the shareholders by means of an Ordinary Resolution, even if such
transaction(s) are in the ordinary course of business and at an arm’s length
basis. The approval of the Audit Committee and Board was sought for all
material RPTs. The approval of Shareholders was also obtained by means
of ordinary resolution whenever required.

ELECTRONIC CLEARING SERVICES (ECS)

As per the circular issued by Securities and Exchange Board of India
(SEBI), companies should mandatorily use the facility of Electronic Clearing
Services (ECS), for distribution of dividends to its members. This facility
provides the members with an opportunity to receive a dividend amount
directly in their bank accounts. For availing this facility, members holding
shares in physical form may send their duly filled ECS mandate form to
the Company’s Registrar and Share Transfer Agent (RTA). Members
holding shares in dematerialized form may kindly note that their bank
account details as furnished to their depositories will be taken for the
purpose of ECS by the Company.

SEBI vide its Circular, mandated that the security holders (holding securities
in physical form), whose folio(s) do not have PAN or Contact Details or
Mobile Number or Bank Account Details or Specimen Signature updated,
shall be eligible for any payment including dividend, interest or redemption
in respect of such folios, only through electronic mode with effect from 1^st
April, 2024, upon their furnishing all the aforesaid details in entirety.

POSTAL BALLOT DURING THE FINANCIAL YEAR 2024-25

During Financial Year, the Company has taken approval from members
once through postal ballot details of which is mentioned in Point X “General
Body Meeting” of Corporate Governance Report.

CODE OF CONDUCT OF INSIDER TRADING

The Company has adopted a “Code of Conduct to regulate, monitor and
report trading by insiders” (“Code of Conduct for Insiders”). This Code of
Conduct for Insiders is intended to prevent misuse of Unpublished Price
Sensitive Information (“UPSI”) by designated persons. The same has been
placed on the Company’s website https://www.thehitechgears.com/
investors.php.

In accordance with the Code of Conduct for Insiders, the Company closes
its trading window for Designated Persons from time to time. The trading
window is also closed during and after the occurrence of price sensitive
events as per the said Code of Conduct for Insiders.

CODE OF CONDUCT

Your Company has adopted the Code of Conduct for its Board Members
and Senior Management personnel pursuant to SEBI (LODR) Regulations,
2015. The code of conduct is also placed on the website of the Company
https://www.thehitechgears.com/investors.php.

The Declaration by the Managing Director of the Company regarding
compliance with the Code of Conduct for Board Members and Senior
Management is annexed to the Corporate Governance Report.

SHARE CAPITAL AUDIT

M/s Grover Ahuja and Associates, practicing Company Secretaries carried
out the Share Capital Audit on quarterly basis to reconcile the total issued
and listed share capital with National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). The Board of
Directors confirms that the total issued and paid-up capital as on March
31, 2025, is reconciled with the total number of shares in physical form
and the total number of dematerialized shares held with NSDL and CDSL.
The Reconciliation of Share Capital Audit Certificates were submitted to
the Stock Exchanges on a quarterly basis and were also placed before
the Board Meetings.

LISTING OF SHARES

With a view to provide easy liquidity in the shares of the Company, the
equity shares of your Company are presently listed on the premier stock
exchanges of the Country viz., the National Stock Exchange of India Limited
(NSE) and the BSE Limited (BSE). Pursuant to Regulation 14 of SEBI
(LODR) Regulations, 2015, the annual listing fees for the year 2024-25
have been paid within the prescribed time period.

DEPOSITS

During the year under review your Company neither invited nor accepted
any deposit within the meaning of Section 73 of the Companies Act, 2013,
and rules made there under.

DEMATERIALIZATION OF THE EQUITY SHARES

99.75% of the total equity shares of the Company are held in dematerialized
form with the participants of National Securities Depository Limited (NSDL)
and Central Depository Securities (India) Limited (CDSL) as on March 31,
2025.

Further, as per SEBI vide its Circular No. SEBI/HO/MIRSD/
MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and SEBI vide
Gazette Notification no. SEBI/LAD-NRO/GN/2022/66 dated January 24,
2022 has mandated the listed companies to issue securities in
dematerialized form only while processing service requests, viz., Issue of
duplicate securities certificate, claim from unclaimed suspense account,
renewal/exchange of securities certificate, endorsement; sub-division/
splitting of securities certificate, consolidation of securities certificates/
folios, transmission and transposition. The RTA shall verify and process
the service requests and thereafter issue a ‘Letter of confirmation’ in lieu
of physical securities certificate(s), to the securities holder/claimant within
30 days of its receipt of such request after removing objections, if any.

In view of the above SEBI Circular, the validity of the Letter of Confirmation
only for a period of 120 days from the date of its issue within which you
have to raise demat request with the DP as above. Any request for
processing demat after the expiry of the aforesaid 120 days will not be
entertained and as per the operating guidelines issued by SEBI, the subject
shares shall be transferred to a Suspense Unclaimed Escrow Demat
Account of the Company.

SEBI vide its Circular, mandated that the security holders (holding securities
in physical form), whose folio(s) do not have PAN or Contact Details or
Mobile Number or Bank Account Details or Specimen Signature updated,
shall be eligible for any payment including dividend, interest or redemption
in respect of such folios, only through electronic mode with effect from 1^st
April, 2024, upon furnishing all the aforesaid details. Keeping in view the
benefits of dematerialization, the shareholders holding shares in physical
form requested to get their shares dematerialized.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under
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 annexed to the Report as Annexure-VI.

Statement containing particulars of top 10 employees and the employees
drawing remuneration in excess of limits prescribed under Section 197(12)
of the Act read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this Report. In terms of proviso to Section
136(1) of the Act, the Report and Accounts are being sent to the Members,
excluding the aforesaid Annexure. The said Statement is also open for
inspection by the Members through electronic mode. Any Member
interested in obtaining a copy of the same may write to the Company
Secretary at [e-mail].

REMUNERATION POLICY

In terms of provisions of Section 178 of the Companies Act, 2013 read
with Regulation 19 of the SEBI (LODR) Regulations, 2015 a policy relating
to remuneration for the Directors, Key Managerial Personnel and other
senior employees has been adopted by the Board of Directors of the

Company in pursuance of its formulation and recommendation by the
Nomination and Remuneration Committee thereby analyzing the criteria
for determining qualifications, positive attributes and independence of a
Director. The said policy is available on the website of the Company at
https://www.thehitechgears.com/investors.php. The salient features of the
policy are provided in the attached Corporate Governance Report.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee, which meets on
regular intervals for the business required to be transacted thereat. The
recommendations made by the Committee are accepted by the Board.
The details of the Audit Committee are given in the Corporate Governance
Report.

VIGIL MECHANISM POLICY

The Company has a Vigil mechanism policy to deal with any instance of
fraud and mismanagement. The employees of the Company are free to
report violations of any laws, rules, regulations, and concerns about
unethical conduct to the Audit Committee under this policy. The policy
ensures that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination with any person for a genuinely raised
concern. The policy may be accessed on the Company’s website at https:/
/www.thehitechgears.com/investors.php.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has implemented the policy as “Policy on Prevention and
Redressal of Sexual Harassment of Women at Workplace” which is
available at the website of the Company at https://www.thehitechgears.com/
investors.php.

The Company has complied with the provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Details of the Complaints received, resolved & pending under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are given below-

Sr. No.	Details of Sexual Harassment Complaints
1.	No. of Complaints pending at the beginning of the financial year 2024-25	Nil
2.	No. of complaints received during the financial Year 2024-25	Nil
3.	No. of complaints resolved within the Year 2024-25	Nil
4.	No. of cases pending beyond 90 days	Nil

MAIERNIIY BENEFII COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit
Act, 1961.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED.

During the financial year under review the Company has not extended any
Loans to its Wholly owned Subsidiaries or any other entity as per section
186 of the Companies Act, 2013. However, there is an outstanding loan of
'' 70.06 Million as on March 31, 2025 which was extended to 2545887
Ontario Inc. during Financial Year 2021-22.

During the year, the Company has made a downward fair valuation
adjustment of '' 116.20 million in the equity shares of Altigreen Propulsion
Labs Private Limited in the Other Comprehensive Income (OCI) based on
the share valuation report of Registered Valuer. The fair value of the equity
instrument is designated through OCI. The details of the investments made
by the Company are mentioned in notes no. 8 of the standalone Financial
Statements for the year ended March 31,2025.

MATERIAL CHANGES AND COMMITMENTS

The Company has adopted a new set of Memorandum of Association
(MOA) as per Companies Act, 2013 and altered the main Object clause of
the MOA of the Company via Postal Ballot dated July 15, 2025. There are
no other material changes and commitments affecting the financial position
of the Company which have occurred between the end of the Financial
Year to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant and/or material order passed by the regulators or
courts impacting on the going-concern status of the Company, other than
the order passed under Insolvency and Bankruptcy Code, 2016 by tribunal
(NCLT/NCLAT), the details of the same is provided under the head of
“Details of Proceedings pending under the Insolvency and Bankruptcy
Code, 2016” of this Report.

DETAILS OF PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE (“Code”), 2016.

The following are the details of proceedings and their status thereof at the

end of the Financial Year ?0?4_-?5_:

Sl. No.	Particulars	Status
1.	Details of any application filed for CIRP	In the matter of commercial dispute of Company with one of supplier M/s. Happy Forgings Limited (“HFL”), the Hon’ble National Company Law Tribunal (“NCLT”) Chandigarh passed an Order on August 30, 2024 admitting the Petition under Section 9 of the Code 2016 and appointed an IRP. An appeal was filed before Hon’ble National Company Law Appellate Tribunal (“NClAt”), Delhi challenging the Hon’ble NCLT Order and the Hon’ble NCLAT, Delhi vide its Order dated September 03, 2024 granted ‘INTERIM STAY’ of impugned NCLT Order and proceedings of IRP.
2.	Status of such application	The ‘STAY’ of the impugned order of NCLT is continuing and the matter is pending before Hon’ble NCLAT, Delhi for hearing.
3.	Status of corporate insolvency resolution process, if any, initiated under the IBC	Corporate Insolvency Resolution Process is under ‘STAY’ by the Hon’ble NCLAT, New Delhi.

DETAIL OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION
DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

As per Regulation 34 of the SEBI (LODR) Regulations, 2015, Business
Responsibility & Sustainability Reporting is not applicable to the Company.

PERSONNEL

The Board of Directors places on record their appreciation of the untiring
efforts of the employees of the organization at every level. The efforts to
create a family-like atmosphere continued throughout the year. Like the
many years gone by, this year also witnessed increased cohesion among

all levels of employees, which is evident from the performance of the
Company. Training and Development of employees provided further
impetus and have contributed towards the all-round improved performance
of your Company. The Company encourages by rewarding and recognizing
employees for their long-term commitment as and when the opportunity
arises.

TRADE RELATIONS

The Board of directors, place on record the appreciation for the co-operation
and valuable support extended by the customers, the suppliers and all
other stakeholders directly or indirectly associated with the Company. Your
Company regards them as partners and shares with them a common vision
of future growth.

ACKNOWLEDGEMENT

The Board of Directors places on record their sincere appreciation for the
assistance, co-operation and valuable support provided to the Company

by Customers, Vendors, Banks, Financial Institutions and other
stakeholders and hope to continue to receive the same in future. Your
directors also record their appreciation for the commitment and dedication
of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the
shareholders of the Company for their continued support and confidence
in the management of the Company.

By Order of the Board
For The Hi-Tech Gears Limited

Sd/-

Place: New Delhi Deep Kapuria

Dated: August 11, 2025 Chairman

---

Mar 31, 2024

Your directors have great pleasure in presenting the 38th Annual Report of your Company, together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2024. Further, the consolidated performance of the Company and its subsidiaries have been referred to wherever required.

Financial Results

The highlights of the Standalone and Consolidated financial performance of the Company are as under:

('' in million except EPS)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
1 Income
a) Revenue from operations	7590.33	7554.2	10837.72	11403.17
b) Other operating revenues	209.51	263.94	231.33	289.06
c) Other income	93.09	87.91	99.3	79.32
Total Income	7892.93	7906.05	11168.35	11771.55
2 Expenses
a) Cost of material consumed	3999.65	3977.25	5486.35	5748.92
b) Purchases of stock-in-trade	210.2	168.93	210.20	168.93
c) Changes in inventories of finished goods and work in progress	-5.62	49.86	-3.64	74.69
d) Employee benefits expense	1095.69	1,104.39	1967.10	2184.12
e) Finance costs	181.86	170.83	377.70	331.66
f) Depreciation and Amortization expense	316.14	316.10	611.73	821.51
g) Other expenses	1447.75	1,424.74	1909.66	2102.3
Total expenses	7245.67	7,212.10	10559.10	11432.13
3 Profit/(loss) before exceptional items and tax (1-2)	647.26	693.95	609.25	339.42
4 Income from exceptional items	0	0	770.06	0
5 Profit/(loss) before tax (3 4)	647.26	693.95	1379.31	339.42
6 Total Tax Expense	154.57	190.55	236.78	108.28
7 Net Profit for the Year (5-6)	492.69	503.40	1142.53	231.14
8 Other Comprehensive Income	4.23	3.85	17.96	29.50
9 Total Comprehensive Income for The Year (7 8)	496.92	507.25	1160.49	260.64
10 Other equity as per statement of assets and liabilities	4242.88	3788.52	4473.75	3356.58
11 Paid-up equity share capital (Face value of '' 10/- per equity share)	187.78-	187.68	187.78	187.68
12 Earnings per equity share (Face value of '' 10/- per equity share)
(a) Basic (in '' )	26.24	26.82	60.86	12.32
(b) Diluted (in '' )	26.19	26.79	60.73	12.30

General Information

Your Company’s continuous efforts to fulfill the aspirations of our esteemed stakeholders, coupled with our persistent efforts to nurture an innovative and supportive culture & cost saving measures, have been crucial in sustaining consistent financial performance. Through embracing innovation, leveraging technology, and integrating sustainability into our core business practices, we have achieved significant success across various fronts. These strategic initiatives have not only facilitated sustainable growth but also bolstered our market presence, reaffirming our commitment to delivering value and excellence to our stakeholders.

The Indian automotive industry occupies a central role as a crucial cornerstone of the nation’s economy. Its extensive backward and forward linkages make substantial contributions to overall economic expansion. Through liberalization and strategic policy measures, the industry has thrived, creating a dynamic and competitive market environment. This has enabled the entry of many new participants, expanding the capacity of the automotive sector and generating significant employment opportunities

throughout the country. The automobile sector is a major indicator of economic development and is essential to the development of India’s industrial structure as well as its long-term success.

According to the data released by Society of Indian Automobile Manufacturers (“SIAM”) for the Financial Year 2023-24, the automotive industry achieved significant growth. Total vehicle production during April 2023 to March 2024 reached 2,84,34,742 units, marking an increase from 24,94,398 units in the previous year (April 2022 to March 2023). The domestic sales for the same period also showed substantial progress, reaching 2,38,53,463 units, compared to 2,12,04,162 units in the previous year. However, exports witnessed a decline, to 45,00,492 units in the current year, down from 47,61,487 units in the previous year.

Notably, the domestic sales of Three Wheelers and Two Wheelers experienced remarkable growth in Financial Year 2023-24. Three Wheelers sales rose from 4,88,768 units to 6,91,749 units, and Two Wheelers sales increased from 1,58,62,087 units to 1,79,74,365 units, compared to the previous year.

Regarding exports, there was a mixed trend. While Passenger Vehicle Exports saw a marginal rise from 6,62,891 units to 6,72,105 units in Financial Year 2023-24, Commercial Vehicle, Three-Wheeler, and Two Wheelers exports decreased from 78,645 to 65,816 units, from 3,65,549 to 2,99,977 units, and from 36,52,122 to 34,58,416 units, respectively, compared to the previous year.

Your Company demonstrated remarkable agility and foresight in swiftly implementing strategic actions to tackle the challenges arising from high inflation and escalating input costs. By proactively adapting to the changing economic landscape, the Company effectively mitigated potential risks and maintained its competitive edge. This proactive approach exemplifies the Company’s dedication to achieving sustainable growth and its capacity to adeptly navigate dynamic market conditions with precision and resilience.

State of Company Affairs

Your company stands out among industrial leaders by achieving world-class status as a distinguished Indian brand, distinguished by its green and sustainable growth strategy, even amidst a progressively volatile economic and business landscape. Beyond cost competitiveness, the pivotal keys to the success of your company include adhering to stringent schedules and maintaining high-quality standards, crucial factors for entering and expanding in export markets.

Detailed information on the operations and on the state of affairs of the Company are majorly covered in the Management Discussion and Analysis Report, forming part of this report. Throughout the financial year, your company has consistently maintained an operational efficiency, resulting in steady growth and stability.

During the Financial Year 2023-24, on standalone basis, the total revenue stood at, '' 7,892.93 million maintaining a consistency with the last Financial Year 2022-23 at, '' 7,906.05 million. The Profit Before Tax during the year is '' 647.26 million. Similarly, the Net Profit After Tax of the Company is '' 492.69 million.

On a consolidated basis, the total revenue is '' 11,168.35 million in Financial Year 2023- 24. The Profit Before Tax is '' 1379.31 (including '' 770 million as an exceptional item) million as compared to '' 339.42 millions in previous Financial Year 2022-23. Similarly, the Profit After Tax of the Company is also on the upside at '' 1,142.53 million as comparison to '' 231.14 million in previous year. Even without the exceptional item, the consolidated PAT has shown a significant increase of around 60%.

During the year 2023-24, The Hi-Tech Gears Canada Inc. (‘THGCA’), a wholly owned step-down subsidiary operating in Canada entered into Sale & lease back Agreement (‘S&LB’) with 1787377 Ontario Inc. on August 31,2023 for Land and Building located at Guelph, Ontario, Canada, where the plant of THGCA is located. The Income from exceptional items represents an amount of ¹ 770.06 Mn earned on account of Sale and Lease back transaction translated and calculated in accordance with provisions of Ind-AS.

On the export front, on a standalone basis, the Company recorded an export turnover of '' 2,293.81 million as compared to '' 2,262.22 million in the previous year. The share of total export turnover stood at 29.41% of the total turnover of the Company.

Your Company expects to continue to benefit in future with its strategy and operating efficiencies. In view of this, barring unforeseen events and circumstances, the long-term prospects of your Company look positive.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 (‘the Act’) and IND AS-110 on Consolidated Financial Statements, read with IND AS-28 on Investments in subsidiaries outside India, the Audited Consolidated Financial Statements for the Financial Year ended March 31, 2024, are forming part of this report.

The Hi-Tech Gears Limited Stock Incentive Plan, 2021 (“THGL SIP 2021” / “Plan”)

Your Company has implemented an employee stock option plan namely ‘The Hi-Tech Gears Limited Stock Incentive Plan, 2021 covering the Employees of the Company and its existing or future Subsidiary Companies.

The scheme was approved by the shareholders in the Annual General Meeting of the Company held on Wednesday, September 29, 2021, by way of Special Resolution.

In line with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a statement giving complete details, as on March 31,2024, is available on the website of the Company: https:/ /www.thehitechgears.com/investors.php.

During the financial year under review, Nomination and Renumeration Committee vide its resolution dated January 09, 2024 has allotted 10,186 equity shares of '' 10/- each in the Company, pursuant to exercise of stock options by the eligible employees of the Company and its subsidiary companies, under the “The Hi-Tech Gears Limited Stock Incentive Plan, 2021 ”. As a result of such allotment, the paid-up share capital has increased from '' 187.68 Million (comprising of 1,87,68,000 equity share of '' 10/-each) to '' 187.78 million (comprising of 1,87,78,186 equity share of '' 10/ - each).

Share Capital

During the starting of the financial year under review, the paid-up Equity Share Capital of the Company stood at '' 187.68 million (comprising of 1,87,68,000 Equity Share of '' 10/- each). During the financial year, the paid-up Equity Share capital of the Company increased to '' 187.78 million (comprising of 1,87,78,186 Equity Share of '' 10/- each) pursuant to allotted of 10,186 equity shares of '' 10/- each, to the eligible employees of the Company and its subsidiary companies, under the “The Hi-Tech Gears Limited Stock Incentive Plan, 2021”. The equity shares allotted rank pari-passu with the existing share capital of the Company. Except as stated herein, there was no other change in the share capital of the Company.

Dividend

The Board of Directors, at its meeting held on May 29, 2024, recommended a final dividend @ 50% i.e. '' 5.00/- per equity share of '' 10/- each amounting to '' 93.89 million subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Pursuant to the Indian Finance Act, 2020 read with Income Tax Act, 1961 dividend declared/recommended and paid by the Company after April 1,2020, is taxable in the hands of shareholders and the Company is required to deduct the tax at source (“TDS”) on the distribution of dividend income to its shareholders at the prescribed applicable rates. In view of this, the Company has sent the communication to shareholders to inform them of their status, PAN, and other details, so that the Company can comply the provisions accordingly.

Transfer to Reserves

During the Financial Year under review, no amount has been transferred to the Reserves of the Company.

Change in the nature of business

There was no change in the nature of the business of the Company during the Financial Year 2023-24.

Compliance with Secretarial Standards “SS”

The company has complied with all the applicable SS issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial 2023-24.

In terms of section 134(3)(c) and 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

(b) that such accounting policies have been selected and applied them consistently and made judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2024, and of the profit and loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

(d) that the annual financial statements have been prepared on going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

(f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Details of Internal Financial Controls with reference to the Financial Statement

In view of the requirement of the Companies Act, 2013, the Company has successfully documented and implemented its Internal Financial Controls (IFC). This ensures orderly and efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, accuracy, prevention of errors and completeness of the accounting records and the timely preparation of reliable financial information. The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company’s internal financial control framework.

Details of Subsidiarv/Joint Ventures/Associate Comoanies

Sr. No.	Name of Subsidiary	Place of Incorporation
1.	2545887 Ontario Inc.	Canada
2.	Neo-Tech Smart Solutions Inc.	Canada
3.	Neo-Tech Auto Systemz Inc.	USA
4.	The Hi-Tech Gears Canada Inc.	Canada
5.	Teutech Holdings Co.	USA
6.	Teutech Leasing Co.	USA
7.	Teutech LLC.	USA

Note: Two wholly-owned step-down subsidiaries, namely 2323532 Ontario Inc. and 2504584 Ontario Inc., were amalgamated with ‘The Hi-Tech Gears Canada Inc.,’ another wholly-owned step-down subsidiary of the company, effective June 15, 2023. As a result, both 2323532 Ontario Inc. and 2504584 Ontario Inc. ceased to exist w.e.f. June 15, 2023.

The Board has duly reviewed the affairs of the subsidiary companies, from time to time wherein, 2545887 Ontario Inc., The Hi-Tech Gears Canada Inc. and “Teutech Holding Co.” are considered to be ‘Material Subsidiary’ companies, pursuant to provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further, there is no material change in the business of subsidiary companies and the Company has taken note of all the significant transactions and arrangements entered into by its subsidiaries. The other financial and vital details related to subsidiaries are provided in attached AOC-1 form as Annexure I (Statement containing salient features of the financial statement

of subsidiaries), pursuant to section 129 and section 136 of the Companies Act, 2013 and rules made thereunder.

In accordance with the provisions of the Companies Act, 2013 and applicable accounting standards the standalone and consolidated financials together with the reports of Statutory Auditors are provided in the Annual Report. Further, the Company’s policy for determining material subsidiaries in terms of applicable SEBI (LODR) Regulations, 2015 and other applicable laws is available at https://www.thehitechgears.com/investors.php.

Directors, Key Managerial Personnel’s and Evaluation

The Board is duly constituted with proper balance of Executive, NonExecutive Directors, Independent Directors, Woman Independent Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 read with Section 149 of the Companies Act, 2013.

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under:

a) Appointment / Re-appointment

The Board of Directors on recommendation of the Nomination and Remuneration Committee have approved the appointment of Mr. Amresh Kumar Verma as Whole Time Director & Key Managerial Personnel designated as “Executive Director”, Mr. Kawal Jain as NonExecutive - Non-Independent Director and Mr. Ramesh Shankarmal Pilani as Non-Executive - Independent Director in the Company with effect from October 26, 2023, as per applicable provisions of companies Act, 2013 & SEBI (LODR) Regulations, 2015.

Subsequently, the approval of members was also obtained through Postal Ballot for aforesaid appointments.

Further, the Board of Directors in its meeting held on August 06, 2024 have approved the appointment of following Directors w.e.f. August 06, 2024, subject to the approval of the Shareholders within a period of 3 months:

Sr. No.	Name	Designation
1.	Mr. Vikram Rupchand Jaisinghani	Additional Non-Executive -Independent Director
2.	Mr. Deval Mahadev Desai	Additional Non-Executive -Independent Director
3.	Mr. Arjun Juneja	Additional Non-Executive -Independent Director
4.	Mr. Girish Narang	Whole Time Director and Key Managerial Personnel designated as Executive Director
5.	Mr. Sameer Gupta	Additional Non-Executive -Independent Director

(b) Retirement by Rotation

Pursuant to the provisions of Companies Act, 2013 and Article of Association of the Company, Mr. Pranav Kapuria (DIN: 00006195) and Mr. Bidadi Anjani Kumar, (DIN:00022417) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. A brief profile of Mr. Pranav Kapuria (DIN: 00006195) and Mr. Bidadi Anjani Kumar, (DIN:00022417) is provided in the Notice convening the 38^th Annual General Meeting.

(C) Resignation/Retirement of Director

During the Financial Year under review, Mr. Subir Kumar Chowdhury tendered his resignation from the position Whole Time Director & Key Managerial Personnel designated as “Executive Director and President,” of the Company, w.e.f. October 18, 2023.

Further, the Board of Director in its meeting held on August 06. 2024 have considered the early retirement request of Mr. Amresh Kumar

Verma and decided to relieve him from the office of “Whole Time Director & Key Managerial Personnel” designated as "Executive Director of the Company w.e.f. closure of business hours of August 06, 2024.

(d) Changes in Key Managerial Personnel

During the Financial Year under review Mr. Sumeet Kumar has resigned from the post of Group Chief Financial Officer and Key Managerial Personnel of the Company with effect from the closure of business hours of 14^th August, 2023 and Mr. Kapil Rajora was appointed as a Chief Financial Officer & Key Managerial Personnel of the Company with effect from August 15, 2023.

Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company during the year.

(e) Key Managerial Personnel’s (“KMP”)

All the Whole Time Directors i.e. Mr. Deep Kapuria, Executive Chairman, Mr. Pranav Kapuria, Managing Director, Mr. Anuj Kapuria, Executive Director and Mr. Amresh Kumar Verma, Executive Director, Chief Financial Officer (C.F.O.) and Company Secretary (CS) are regarded as KMP.

(f) Independent Directors

The Board has 7 (Seven) Independent Directors including (1) one Woman Independent Director as on March 31, 2024, representing diversified fields and expertise. Details are provided in the appropriate section of the Corporate Governance Report.

The Independent Directors have submitted their declaration of independence, pursuant to the provisions of section 149 (7) of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of SEBI (LODR) Regulations, 2015, as amended from time to time, stating that they meet the criteria of Independence as provided in sub-section (6) of section 149 of Companies Act, 2013 and applicable provisions the SEBI (LODR) Regulations, 2015.

Over the years, your Company has developed a robust familiarization process for the Independent Directors with respect to their roles and responsibilities. The process has been aligned with the requirements under the Act and other related regulations. This process inter-alia includes providing an overview of the Corporate Profile, Organizational structure, details of associate/ subsidiary companies, details of other Directors on Board, Code of Conduct for Non-Executive Directors, Code of Conduct on Insider Trading applicable to Non-Executive Directors, Mandates of various Committees of which the Director is inducted etc.

Details of the familiarization programme are explained in the Corporate Governance Report and are also available on your Company’s website and can be accessed at https://www.thehitechgears.com/ investors.php

(g) Meetings of the Board

The Board met 5 (Five) times during the Financial Year 2023-24 to conduct the operations of the Company. The details of the Meetings are given in the Corporate Governance Report, which forms part of this Annual Report. It is confirmed that the gap between two consecutive meetings were not more than (120) One Hundred and Twenty Days as provided in section 173 of the Act.

(h) Annual Evaluation of the Board, its committees and of Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board carried out a formal annual performance evaluation of its own performance, the Chairman, individual Directors and the working of the different committees. Such evaluation was done through the established evaluation framework and the SEBI Guidance Note. The framework included different tools such as individual questionnaires, covering various information required to have the evaluation. All the layers of the Board, such as Board, Committees and the Independent Directors performed their part by evaluating the performances of the other Directors as mandated.

The Company has also devised a policy for evaluating the performance of Independent Directors, Board, Committees, and other individual Directors which forms part of the NRC policy and is also available on https://www.thehitechgears.com/investors.php.

Auditors and their Reports a) Statutory Auditors

M/s YAPL and Co., Chartered Accountants (Firm Registration No. 017800N) the Statutory Auditors of the Company, were appointed in the 36h Annual General Meeting for a term of five consecutive years, till the conclusion of 41^st Annual General Meeting of the Company to be held in the year 2027.

The Auditors’ Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act. With respect to the point no. (vii)(b) in Annexure “A” to Auditors’ Report relating to non-deposit of disputed taxes, the Board wishes to inform that those matters are related to regular tax matters for which the Company has preferred appeal to Appellate Authorities. The necessary explanations are also provided in Note 38 to the Standalone Financial Statements. The rest of the report by the Statutory Auditors is self-explanatory. Please refer to the Notes to Accounts, wherever necessary. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

a) Cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Kabra and Associates, Cost Accountants (Registration No. 00075) as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,2025. They provided a certificate confirming their eligibility and consent for appointment under Section 139(1) of the Act and the corresponding Rules.

The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this Annual General Meeting. The resolution approving the above proposal is being placed for approval of the Members in the Annual General Meeting. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.

b) Secretarial Auditors

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by ICSI.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, inter-alia requires every listed Company to annex with its Board’s Report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed format. The Board of Directors appointed M/s Grover Ahuja and Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year ended March 31,2024. and their report is annexed to this Board Report (Annexure-II). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Additionally, pursuant to Regulation 24(A) of the SEBI (LODR) Regulations, 2015, read with SEBI circular CIR/CFD/CMD1/ 27/2019 dated February 08, 2019, the Company has undertaken and received an Annual Secretarial Compliance Report from M/s Grover Ahuja and Associates, Practicing Company Secretaries and submitted the same to the stock exchanges within the specified time period.

Internal Control Systems and its Adequacy

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. M/s. Grant Thornton Bharat LLP is the continuing Internal Auditors, who regularly presents their quarterly report to the Audit Committee, highlighting various observations, system and procedure related lapses, if any and corrective actions being taken to address them.

Investor Education and Protection Fund (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF after the completion of seven years from the date of transfer of dividend amount in Unpaid Dividend Account.

Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 effective from September 7, 2016 which provide that, the shares in respect of which dividend has not been claimed or unpaid by the shareholders for seven consecutive years or more shall also be transferred to the demat account(s) to be prescribed by the IEPF Authority.

The details of such dividend and shares transferred pursuant to the aforesaid provisions are provided in General Shareholder information section at point No.14 of Section XIII of Corporate Governance Report. A list of such cases is also available at the website of the Company at https:/ /www.thehitechgears.com/investors.php.

In terms of the said Rules and the amendment thereof vide notification dated 28th February 2017 and 13th October, 2017, the necessary communications have been made to the respective shareholders whose shares were required to be transferred to the IEPF so as to enable them to claim their dividend attached to such shares before such dividend and shares are transferred to IEPF Authority and further, the necessary information in this regard is available on the website of the Company https:/ /www.thehitechgears.com/investors.php for the convenience of the shareholders. Members may refer to the Refund Procedure for claiming the aforementioned amounts and shares transferred to the IEPF Authority as detailed on http://www.iepf.gov.in/IEPF/refund.html.

In view of this, those shareholders whose dividend is unpaid or unclaimed must claim it at the earliest. The dividend and equity shares once transferred into IEPF A/c can only be claimed by the concerned shareholder from IEPF Authority after complying with the procedure prescribed under the Rules and any amendment thereof.

Accordingly, during the Financial Year 2023-24 and upto the date of approval of Board Report, the Company has transferred 3,822 equity shares to the IEPF Authority, in respect of which the amount of dividend has not been claimed or unpaid for the consecutive seven years to the concerned shareholders from the date of declaration respectively.

Mr. Naveen Jain, Company Secretary is also the Nodal Officer of the Company, pursuant to rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of which are available on the website of the Company at https:// www.thehitechgears.com/investors.php.

Annual Return

As required pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the Annual Return of the Company for the Financial Year 2023-24 shall be filed within 60 days from the ensuing AGM or within such extended time as may be provided by the MCA through notification and same shall be uploaded on the Company’s website and can be accessed at https://www.thehitechgears.com/investors.php. The Annual Return for the Financial Year 2022-23 filed with the Ministry of Corporate Affairs after the 37^th Annual General Meeting held in the year 2023 is available on the Company’s website at https:// www.thehitechgears.com/investors.php.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

Details of Energy Conservation, Technology Absorption, Research and Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in Annexure-III, to this Report.

Report on Corporate Governance

In terms of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is given separately and forming part of this report and a certificate from the M/s Grover Ahuja and Associates, Practicing Company Secretaries confirming compliance with the provisions of Corporate Governance is also annexed to the report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is given separately and forming part of this report together with its contents.

Risk Management Policy

Although, pursuant to Regulation 21 of SEBI (LODR) Regulations, 2015, provisions of constituting Risk Management Committee are not applicable to the Company. The Company has adopted an enterprise Risk Management Policy and established a Risk Management Framework with an objective of timely identification, mitigation and control of the risks, which may threaten the existence of the Company, in accordance with the provisions of the Companies Act, 2013.

Corporate Social Responsibility “CSR”

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder the Company has adopted and developed a Policy covering the activities mentioned in Schedule VII of Companies Act, 2013, upon the recommendation of CSR Committee. Implementation of the policy is undertaken under the guidance of CSR Committee and a brief of the Corporate Social Responsibility activities are provided in Annexure-IV.

The CSR policy lays down CSR activities to be undertaken by your Company. The CSR activities undertaken by your Company are based on the approved CSR policy, which is available on the Company’s website https://www.thehitechgears.com/investors.php.

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be regarded as related parties, were considered to be in the ordinary course of business and on the arm’s length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder, disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format is annexed to this report as Annexure-V. Disclosures on related party transactions are also set out in Note No. 36(b) to the Standalone Financial Statements and Note No. 37(b) to the Consolidated Financial Statements.

The Policy on materiality of related party transactions pursuant to Regulation 23 of SEBI (lOdR) Regulations, 2015, as approved by the Board can be accessed on the Company’s website https:// www.thehitechgears.com/investors.php.

Pursuant to provisions of Section 188 of the Companies Act, 2013 read with Regulation 23 of the SEBI (LODR) Regulations, 2015, all Material Related Party Transactions (‘RPT’) / Contracts shall require prior approval of the shareholders by means of an Ordinary Resolution, even if such transaction(s) are in the ordinary course of business and at an arm’s length pricing basis. The approval of the Audit Committee and Board were sought for all material RPTs. The approval of Shareholders was also obtained by means of ordinary resolution whenever required.

Electronic Clearing Services (ECS)

As per the circular issued by Securities and Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company’s Registrar and Share Transfer Agent (RTA). Members holding shares in dematerialized form, may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS by the Company.

Postal Ballot during the Financial Year 2023-24

During Financial Year 2023-24, the Company has taken approval from members 2 times through postal ballot details of which are mentioned in Point X “General Body Meeting” of Corporate Governance Report.

Code of Conduct of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by designated persons. The same has been placed on the Company’s website https:// www.thehitechgears.com/investors.php.

In accordance with such Code of Conduct, the Company closes its trading window for Designated Persons from time to time. The trading window is also closed during and after the occurrence of price sensitive events as per the said Code of Conduct.

Code of Conduct

Your Company has adopted the Code of Conduct for its Board Members and Senior Management personnel pursuant to SEBI (LODR) Regulations, 2015. The code of conduct is also placed on the website of the Company https://www.thehitechgears.com/investors.php.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed to the Corporate Governance Report.

Share Capital Audit

M/s Grover Ahuja and Associates, practicing Company Secretaries carried out the Share Capital Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid-up capital as on March 31,2024 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificates were submitted to the Stock Exchanges on a quarterly basis and were also placed before the Board Meetings.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges of the Country viz., the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE). Pursuant to Regulation 14 of SEBI (LODR) Regulations, 2015, the annual listing fees for the year 2024-25 have been paid within the prescribed time period.

Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made there under.

Dematerialization of the equity shares

99.72% of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on March 31,2024.

Further, as per SEBI vide its Circular No. SEBI/H O/MIRS D/MIRS D_RTAM B/ P/CIR/2022/8 dated January 25, 2022 and SEBI vide Gazette Notification no. SEBI/LAD-NRO/GN/2022/66 dated January 24, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. The RTA shall verify and process the service requests and thereafter issue a ‘Letter of confirmation’ in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any.

In view of the above SEBI Circular, the validity of the Letter of Confirmation only for a period of 120 days from the date of its issue within which you have to raise demat request with the DP as above. Any request for processing demat after the expiry of the aforesaid 120 days will not be entertained and as per the operating guidelines issued by SEBI, the subject shares shall be transferred to a Suspense Unclaimed Escrow Demat Account of the Company.

Keeping in view the benefits of dematerialization, the shareholders holding shares in physical form requested to get their shares dematerialized.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-VI. Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members through electronic mode. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

Remuneration Policy

In terms of provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI ( LODR) regulation 2015, a policy relating to remuneration for the Directors, Key Managerial Personnel and other senior employees has been adopted by the Board of Directors of the Company in pursuance of its formulation an recommendation by the Nomination and Remuneration Committee thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at https://www.thehitechgears.com/investors.php. The salient features of the policy are provided in the attached Corporate Governance Report.

Audit Committee

The Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by the Committee are accepted by the Board. The details of the Audit Committee are given in the Corporate Governance Report.

Vigil Mechanism Policy

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations, and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the Company’s website at https:/ /www.thehitechgears.com/investors.php.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has implemented the policy as “Policy on Prevention and Redressal of Sexual Harassment of Women at Workplace” which is available at the website of the Company at https://www.thehitechgears.com/ investors.php.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the Company has not received any complaint of sexual harassment.

Particulars of Loans given, Investments made, Guarantees given and Securities provided.

During the financial year under review the Company has not extended any Loans to its Wholly owned Subsidiaries. However, there is an outstanding loan of '' 78.34 Million as on March 31, 2024 which was extended to 2545887 Ontario Inc. during Financial Year 2021-22. The details of the investments made by the Company are mentioned in notes no. 8 of the standalone Financial Statements for the year ended March 31,2024.

Material changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There is no significant and/or material order passed by the regulators or courts or tribunals impacting the going concern status of the Company.

Details of Proceedings pending under the Insolvency and Bankruptcy Code, 2016

Following are the details of proceedings and their status thereof at the end of the Financial Year 2023-24:

Sl. No.	Name of the Applicant	Status
1.	Happy Forgings Ltd.	Happy Forgings Pvt. Ltd. filed an application in Financial Year 2020-21. However, this was preferred as withdrawn by Applicant itself. The Hon’ble NCLT, Chandigarh Bench, rejected accordingly. Applicant filed another CP (Company Petition) before Hon’ble NCLT against which the notice was issued to the Company. The application is pending before Hon’ble NCLT Chandigarh Bench for arguments.

Detail of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Bank or Financial Institutions along with the reasons thereof: Not Applicable

Business Responsibility & Sustainability Reporting

As per Regulation 34 of SEBI (LODR) Regulations, 2015, Business Responsibility & Sustainability Reporting is not applicable to the Company.

Personnel

The Board of Directors places on record their appreciation of the untiring efforts of the employees of the organization at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all-round improved performance of your Company. The Company encourages by rewarding and recognizing employees for their long-term commitment as and when the opportunity arises.

Trade Relations

The Board of Directors place on record the appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Acknowledgement

The Board of Directors places on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks and Financial Institutions and hope to continue to receive the same in future. Your directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support and confidence in the management of the Company.

By Order of the Board For The Hi -Tech Gears Limited

Sd/-

Place: New Delhi Deep Kapuria

Dated:06.08.2024 Chairman

---

Mar 31, 2023

The Directors have great pleasure in presenting the 37th Annual Report of your Company, together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2023. Further, the consolidated performance of the Company and its subsidiaries have been referred to wherever required.

Financial Results

The highlights of the Standalone and Consolidated financial performance of the Company are as under:

(Rs. in Million except EPS)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
1 Income
a) Revenue from operations	7554.20	6240.31	11403.18	9449.36
b) Other operating revenues	263.94	205.70	289.06	256.99
c) Other income	87.91	71.48	79.32	78.74
Total Income	7906.05	6517.49	11771.55	9785.09
2 Expenses
a) Cost of material consumed	3977.25	3296.36	5748.92	4879.33
b) Purchases of stock-in-trade	168.93	221.74	168.93	221.74
c) Changes in inventories of finished goods and work in progress	49.86	-234.91	74.69	-281.63
d) Employee benefits expense	1,104.39	1008.32	2184.12	2150.60
e) Finance costs	170.83	179.20	331.66	264.47
f) Depreciation and Amortization expense	316.10	303.61	821.51	522.87
g) Other expenses	1,424.74	1206.54	2102.30	1918.61
Total expenses	7,212.10	5980.86	11432.13	9675.99
3 Profit before tax (1-2)	693.95	536.63	339.42	109.10
4 Total Tax Expense	190.55	151.44	108.28	120.12
5 Net Profit for the Year (3-4)	503.40	385.19	231.14	-11.02
6 Other Comprehensive Income	3.85	67.68	29.50	148.64
7 Total Comprehensive Income for The Year (5 6)	507.25	452.87	260.64	137.62
8 Other equity as per statement of assets and liabilities	3788.52	3305.08	3356.28	3119.75
9 Paid-up equity share capital (Face value of '' 10/- per equity share)	187.68	187.68	187.68	187.68
10 Earnings per equity share (Face value of '' 10/- per equity share)
(a) Basic (in '')	26.82	20.52	12.32	-0.59
(b) Diluted (in '')	26.79	20.52	12.30	-0.59

General Information

The Company’s unwavering commitment to meeting the aspirations of our esteemed customers, along with our continuous efforts to foster a conducive and innovative culture, has been instrumental in driving improved financial performance. By embracing innovation, leveraging technology, and integrating sustainability into our core business practices, we have achieved notable success in various aspects. This includes increased sales volumes, and effective cost-saving initiatives. Through these strategic endeavors, we have not only achieved sustainable growth but also strengthened our position in the market, reinforcing our dedication to delivering value and excellence to our stakeholders.

The Indian automotive industry holds a prominent position as a vital pillar of the country’s economy. Its substantial backward and forward linkages contribute significantly to overall economic growth. Through liberalization and strategic policy interventions, the industry has flourished, giving rise to a vibrant and competitive market landscape. This has facilitated the entry of numerous new players, leading to the expansion of the automobile sector’s capacity and generating substantial employment opportunities across the nation. As a major driver of economic progress, the automotive

industry plays a pivotal role in shaping India’s industrial landscape and contributing to its continued development and prosperity.

According to the data released by SIAM for the Financial Year 2022-23, the automotive industry achieved significant growth. Total vehicle production during April 2022 to March 2023 reached 2,59,31,867 units, marking an increase from 2,30,40,066 units in the previous year (April 2021 to March 2022). The domestic sales for the same period also showed substantial progress, reaching 2,12,04,162 units, compared to 1,76,17,606 units in the previous year. However, exports witnessed a decline, with 47,61,487 units in the current year, down from 56,17,359 units in the previous year.

Notably, the sales of Three Wheelers and Two Wheelers experienced remarkable growth in Financial Year 2022-23. Three Wheelers sales rose from 2,61,385 units to 4,88,768 units, and Two Wheelers sales increased from 1,35,70,008 units to 1,58,62,087 units, compared to the previous year.

Regarding exports, there was a mixed trend. While Passenger Vehicle Exports saw a rise from 5,77,875 units to 6,62,891 units in FY-2022-23, Commercial Vehicle, Three-Wheeler, and Two Wheelers exports decreased

from 92,297 to 78,645 units, from 4,99,730 to 3,65,549 units, and from 44,43,131 to 36,52,122 units, respectively, compared to the previous year.

Your Company demonstrated remarkable agility and foresight in swiftly implementing strategic actions to tackle the challenges arising from high inflation and escalating input costs. By proactively adapting to the changing economic landscape, the Company effectively mitigated potential risks and maintained its competitive edge. This proactive approach exemplifies the Company’s dedication to achieving sustainable growth and its capacity to adeptly navigate dynamic market conditions with precision and resilience.

State of Company Affairs

Your Company is one of the few industrial enterprises which have become a world-class Indian brand with a green and sustainable strategy of growth, despite an increasing volatile economic and business environment. Besides being cost competitive, delivering to strict schedules and adhering to high quality standards are the main keys of success for auto component manufacturers, especially to enter into and grow export markets.

Detailed information on the operations and on the state of affairs of the Company are majorly covered in the Management Discussion and Analysis Report, forming part of this report. Despite the challenges the performance of the Company was far better than the overall performance of Auto Industry.

During the financial year 2022-23, the total income stood at, Rs. 7,906.05 million as compared to Rs. 6,517.49 million in the last financial year 2021 -22, registering a significant growth of 21.29 %. The Profit Before Tax has increased to Rs. 693.95 million as compared to Rs. 536.63 Million in previous year due to the operational excellency. Similarly, the Net Profit After Tax of the Company is also on the upside at Rs. 503.40 million as comparison to Rs. 385.19 million in previous year.

On a consolidated basis, the total Income is Rs. 11,771.55 million in F.Y. 2022- 23 as compared to Rs. 9,785.09 million in the previous F.Y. 202122. Similarly, the Net Profit Before Tax is Rs. 339.42 million as compared to Rs. 109.10 millions in previous F.Y. 2021-22. Similarly, the Net Profit After Tax of the Company is also on the upside at Rs. 231.14 Million as comparison to Rs. -11.02 million in previous year.

On the export front, on standalone basis, the Company recorded an export turnover of Rs. 2262.22 million as compared to Rs. 1872.67 million in the previous year, thereby recorded significant growth of 20.80% as compared to the export during previous year. The share of total export turnover stood at 28.94% of the total turnover of the Company.

We have taken proactive steps to correct the position of the Company in export market. We will approach our goals with discipline and focus to tap more customers and markets.

Your Company expects to continue to benefit in future with above strategy and operating efficiencies. In view of this, barring unforeseen events and circumstances, the long-term prospects of your Company are bright.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 (‘the Act’) and IND AS-110 on Consolidated Financial Statements, read with IND AS-28 on Investments in subsidiaries outside India, the Audited Consolidated Financial Statements for the F.Y. ended March 31, 2023, are provided in this Annual Report.

Share Capital

The paid-up Equity Share Capital as on March 31, 2023, stood at Rs. 187.68 million. During the year under review, the Company has Granted stock options to the employees as recommended by the Nomination and Renumeration Committee of the Company under ‘The Hi-Tech Gears Limited Stock Incentive Plan, 2021’.

Stock Incentive Plan, 2021

Your Company has implemented an employee stock option plan namely The Hi-Tech Gears Limited Stock Incentive Plan, 2021’ (“THGL SIP 2021” / “Plan”) covering the Employees of the Company and its existing or future Subsidiary Companies. The scheme was approved by the shareholders in the Annual General Meeting of the Company held on Wednesday, September 29, 2021 by special resolution.

The Nomination and Remuneration Committee has granted 95,220 options in two tranches to the eligible employee in their meeting held on November 05, 2022 and November 21, 2022. As on March 31, 2023, out of 95,220 stock options so granted, Nil Stock option have been vested and exercised and 13,333 Stock options have been lapsed.

In line with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a statement giving complete details, as on March 31,2023, is available on the website of the Company: https:/ /www.thehitechgears.com/investors.php.

Dividend

During the year under review and based on the performance of the Company, the Board of Directors, at its meeting held on May 27, 2023, recommended a final dividend @ 25% i.e. Rs. 2.50/- per equity share amounting to Rs. 46.92 million subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Pursuant to the Indian Finance Act, 2020 read with Income Tax Act, 1961 dividend declared/recommended and paid by the Company after April 1,2020, is taxable in the hands of shareholders and the Company is required to deduct the tax at source (“TDS”) on the distribution of dividend income to its shareholders at the prescribed applicable rates. In view of this, the Company has sent the communication to shareholders to inform their status, PAN, and other details, so that Company can comply the provisions accordingly.

Transfer to Reserves

During the F.Y. under review, no amount has been transferred to Reserves of the Company.

Change in the nature of business

There was no change in the nature of the business of the Company during the financial year 2022-23.

Compliance with Secretarial Standards

The Company has complied with all applicable Secretarial Standards on Meeting of the Board of Directors and on General Meeting issued by the Institute of Company Secretaries of India (ICSI).

Directors Responsibility Statement

In terms of section 134(3)(c) and 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) that such accounting policies have been selected and applied them consistently and made judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2023 and of the profit and loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

(d) that the annual financial statements have been prepared on going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

(f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Details of Internal Financial Controls with reference to the Financial Statement

In view of the requirement of the Companies Act, 2013, the Company has successfully documented and implemented its Internal Financial Controls (IFC). This ensures orderly and efficient conduct of its business, including

adherence to Company policies, safeguarding of its assets, accuracy, prevention of errors and completeness of the accounting records and the timely preparation of reliable financial information. The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company’s internal control framework.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2023, the Company had Nine (9) Wholly-owned Subsidiaries consisting of three (3) wholly owned subsidiaries viz., 2545887 Ontario Inc., Neo-Tech Smart Solutions Inc. & Neo-Tech Auto Systemz Inc., and six (6) wholly-owned step down subsidiaries viz., 2504584 Ontario Inc., 2323532 Ontario Inc., The Hi-Tech Gears Canada Inc., Teutech Holdings Co., Teutech Leasing Co. and Teutech LLC. However, two (2) Wholly-owned Step-Down Subsidiaries i.e., 2323532 Ontario Inc. and 2504584 Ontario Inc. have been Amalgamated with ‘The Hi-Tech Gears Canada Inc. (Wholly-owned Step down Subsidiary of the Company) w.e.f. June 15, 2023 and both the aforesaid Wholly-owned Step-Down Subsidiaries, viz., 2323532 Ontario Inc. and 2504584 Ontario Inc now ceased to exist from June 15, 2023 (IST).

The Board has duly reviewed the affairs of the subsidiary companies, from time to time wherein, 2545887 Ontario Inc., The Hi-Tech Gears Canada Inc. and “Teutech Holding Co.” are considered to be ‘Material Subsidiary’ companies, pursuant to provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further, there is no material change in the business of subsidiary companies and the Company has taken note of all the significant transactions and arrangements entered into by its subsidiaries. The other financial and vital details related to subsidiaries are provided in attached AOC-1 form as Annexure I (Statement containing salient features of the financial statement of subsidiaries), pursuant to section 129 and section 136 of the Companies Act, 2013 and rules made thereunder.

In accordance with the provisions of the Companies Act, 2013 and applicable accounting standards the standalone and consolidated financials together with the reports of Statutory Auditors are provided in the Annual Report. Further, the Company’s policy for determining material subsidiaries in terms of applicable listing regulations and other applicable laws is available at https://www.thehitechgears.com/investors.php.

Directors, Key Managerial Personnel’s and Evaluation

The Board is duly constituted with proper balance of Executive and NonExecutive Directors, Independent Directors, Woman Independent Director and Whole Time Directors. The composition of the Board is in conformity with Regulation 17 of the Securities and Exchange Board of India (LODR) Regulations, 2015 read with Section 149 of the Companies Act, 2013. During the financial year 2022-2023, Mr. Ramesh Chandra Jain resigned as Non-Executive and Non-Independent Director of the Company with effect from 23^rd March 2023. The Board places on record their deep appreciation for the invaluable contributions made by Mr. Ramesh Chandra Jain during his association with the Company.

During the financial year 2022-23, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Subir Kumar Chowdhury as a Whole Time Director designated as “Executive Director and President” of the Company in their meeting held on February 08, 2023 with effect from 01^st April, 2023, Subsequently, the approval of members was also obtained through Postal Ballot for appointment of Mr. Subir Kumar Chowdhury as a Whole Time Director designated as Executive Director and President of the Company in terms of the Regulation 44 of the Securities and Exchange Board of India (LODR) Regulations, 2015, as amended and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars.

Pursuant to the provisions of Companies Act, 2013 and Article of Association of the Company, Mr. Anant Jaivant Talaulicar (DIN: 00031051) and Mr. Anuj Kapuria, (DIN: 00006366) are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for reappointment. Brief profile of Mr. Anant Jaivant Talaulicar and Mr. Anuj Kapuria is provided in the Notice convening the Annual General Meeting.

Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company, during the year.

a. Key Managerial Personnel’s

All the Whole Time Directors i.e. Mr. Deep Kapuria, Executive Chairman, Mr. Pranav Kapuria, Managing Director, Mr. Anuj Kapuria, Executive Director and Mr. Subir Kumar Chaudhury, Executive Director and President are regarded as KMPs, in addition to Chief Financial Officer (C.F.O.) and Company Secretary (CS).

During the Financial Year 2022-2023 Mr. Vijay Mathur has resigned from the post of Chief Financial Officer of the Company with effect from 08^th February, 2023 and Mr. Sumeet Kumar was appointed as a Chief Financial Officer of the Company with effect from 09^th February, 2023.

b. Independent Directors

The Board has 6 (Six) Independent Directors including (1) one Woman Independent Director as on March 31,2023, representing diversified fields and expertise. Details are provided in the appropriate section of the Corporate Governance Report.

The Independent Directors have submitted their declaration of independence, as required pursuant to provisions of section 149 (7) of the Companies Act, 2013,the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of SEBI (LODR) Regulations, 2015, as amended from time to time, stating that they meet the criteria of Independence as provided in sub-section (6) of section 149 of Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Over the years, your Company has developed a robust familiarisation process for the Independent Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter-alia includes providing an overview of the Corporate Profile, Organizational structure, details of associate/ subsidiary companies, details of other Directors on Board, Code of Conduct for Non-Executive Directors, Code of Conduct on Insider Trading applicable to Non-Executive Directors, Mandates of various Committees of which the Director is inducted etc.

Details of the familiarisation programme are explained in the Corporate Governance Report and are also available on your Company’s website and can be accessed at Company website https:// www.thehitechgears.com/investors.php.

c. Meetings of the Board

The Board met 4 (Four) times during the financial year 2022-23 to conduct the operations of the Company. The details of the Meetings are given in the Corporate Governance Report, which forms part of this Annual Report. It is confirmed that the gap between two consecutive meetings was not more than (120) One Hundred and Twenty Days as provided in section 173 of the Act.

d. Annual Evaluation of the Board, its committees and of Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board carried out a formal annual performance evaluation of its own performance, the Chairman, individual Directors and the working of the different committees. Such evaluation was done through the established evaluation framework and the SEBI Guidance Note. The framework included different tools such as individual questionnaires, covering various information required to have the evaluation. All the layers of the Board, such as Board, Committees and the Independent Directors performed their part by evaluating the performances of the other Directors as mandated.

The Company has also devised a policy for performance evaluation of Independent Directors, Board, Committees, and other individual Directors which forms part of the NRC policy and is also available on https://www.thehitechgears.com/investors.php

Auditors and their Reports

a) Statutory Auditors

M/s YAPL and Co., Chartered Accountants (Firm Registration No. 017800N) the Statutory Auditors of the Company, were appointed in the 36h Annual General Meeting for a term of five consecutive years, till the conclusion of 41^st Annual General Meeting of the Company to be held in the year 2027.

The Auditors’ Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act. With respect to the point no. (vii)(b) in Annexure “A” to Auditors’ Report relating to non-deposit of disputed taxes, the Board wishes to inform that those matters are related to regular tax matters for which the Company has preferred appeal to Appellate Authorities. The necessary explanations are also provided in Note 38 to the Standalone Financial Statements. The rest of report by the Statutory Auditors is selfexplanatory. Please refer to the Notes to Accounts, wherever necessary. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

b) Cost Auditors

The provisions relating to section 148 read with rules are applicable, accordingly cost accounts and records are made and maintained. The cost audit for the Financial Year 2022-23 was undertaken by M/s Kabra and Associates, Cost Accountants. Their report does not contain any qualifications, reservations or adverse remarks and do not call for any further explanations.

Further, as per Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors has approved the re-appointment of M/s. Kabra and Associates, Cost Accountants, as the Cost Auditors of the Company for the F.Y. 2023-2024, upon the recommendation of the Audit Committee. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.

c) Secretarial Auditor

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by ICSI.

Section 204 of the Companies Act, 2013, inter-alia requires every listed Company to annex with its Board’s Report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed format. The Board of Directors appointed M/s Grover Ahuja and Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company and their report is annexed to this Board Report (Annexure-II). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Additionally, pursuant to Regulation 24(A) of the SEBI (LODR) Regulations, 2015, read with SEBI circular CiR/CfD/CMD1/ 27/2019 dated February 08, 2019, the Company has undertaken and received an Annual Secretarial Compliance Report from M/s Grover Ahuja and Associates, Practicing Company Secretaries and submitted the same to the stock exchanges within the specified time period.

Internal Control Systems and its Adequacy

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. M/s. Grant Thornton Bharat LLP is the continuing Internal Auditors, who regularly presents their quarterly report to the Audit Committee, highlighting various observations, system and procedure related lapses, if any and corrective actions being taken to address them.

Investor Education and Protection Fund (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF after the completion of seven years from the date of transfer of dividend amount in Unpaid Dividend Account.

Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 effective from 7th September 2016 which provide that, the shares in respect of which dividend has not been claimed or unpaid by the shareholders for seven consecutive years or more shall also be transferred to the demat account(s) to be prescribed by the IEPF Authority.

The details of such dividend and shares transferred pursuant to the aforesaid provisions are provided in General Shareholder information section at point No.13 of Section XIII of Corporate Governance Report. A list of such cases is also available at the website of the Company at https:/ /www.thehitechgears.com/investors.php.

In terms of the said Rules and the amendment thereof vide notification dated 28th February 2017 and 13th October, 2017, the necessary communications have been made to the respective shareholders whose shares were required to be transferred to the IEPF so as to enable them to claim their dividend attached to such shares before such dividend and shares are transferred to IEPF Authority and further, the necessary information in this regard is available on the website of the Company https:/ /www.thehitechgears.com/investors.php for the convenience of the shareholders.

In view of this, those shareholders whose dividend is unpaid or unclaimed must claim it at the earliest. The equity shares once transferred into IEPF A/c can only be claimed by the concerned shareholder from IEPF Authority after complying with the procedure prescribed under the Rules and any amendment thereof.

Accordingly, during the financial year 2022-23, the Company has transferred 242 equity shares to the IEPF Authority, in respect of which the amount of dividend has not been claimed or unpaid for the consecutive seven years to the concerned shareholders from the date of declaration respectively.

Annual Return

As required pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the Annual Return of the Company for the F.Y. 2022-23 shall be filed within 60 days from the ensuing AGM or within such extended time as may be provided by the MCA through notification and same shall be uploaded on the Company’s website at https://www.thehitechgears.com/investors.php. The Annual Return for the FY-2021-22 filed with the Ministry of Corporate Affairs after the 36^th AGM held in the year 2022 is available on the Company’s website at https:// www.thehitechgears.com/investors.php.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

Details of Energy Conservation, Technology Absorption, Research and Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in Annexure-III, to this Report.

Report on Corporate Governance

In terms of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is given separately and forming part of this report and a certificate from the M/s Grover Ahuja and Associates, Practicing Company Secretaries confirming compliance with the provisions of Corporate Governance is also annexed to the report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is given separately and forming part of this report together with its contents.

Risk Management Policy

Although, pursuant to Regulation 21 of SEBI (LODR) Regulations, 2015, provisions of constituting Risk Management Committee are not applicable to the Company. The Company has adopted an enterprise Risk Management Policy and established a Risk Management Framework with an objective of timely identification, mitigation and control of the risks, which may threaten the existence of the Company, in accordance with the provisions of the Companies Act, 2013.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder the Company has adopted and developed a Policy covering the activities mentioned in Schedule VII of Companies Act, 2013, upon the recommendation of CSR Committee. Implementation of the policy is undertaken under the guidance of CSR Committee and a brief of the Corporate Social Responsibility activities are provided in Annexure-IV.

The CSR policy lays down CSR activities to be undertaken by your Company. The CSR activities undertaken by your Company are based of the approved CSR policy, which is available on the Company’s website https://www.thehitechgears.com/investors.php.

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be regarded as related parties, were considered to be in the ordinary course of business and on the arm’s length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder, disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format is annexed to this report as Annexure-V. Disclosures on related party transactions are also set out in Note No. 36 to the Standalone Financial Statements and Note No. 37 to the Consolidated Financial Statements.

The Policy on materiality of related party transactions pursuant to Regulation 23 of SEBI (LODR) Regulations, 2015, as approved by the Board can be accessed on the Company’s website https:// www.thehitechgears.com/investors.php.

Pursuant to provisions of Section 188 of the Companies Act, 2013 read with Regulation 23 of the SEBI (LODR) Regulations, 2015, all Material Related Party Transactions (‘RPT’) / Contracts shall require prior approval of the shareholders by means of an Ordinary Resolution, even if such transaction(s) are in the ordinary course of business and at an arm’s length pricing basis. The approval of the Audit Committee and Board were sought for all material RPTs. The approval of Shareholders was also obtained by means of ordinary resolution whenever required.

Electronic Clearing Services (ECS)

As per the circular issued by Securities and Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company’s Registrar and Share Transfer Agent (RTA). Members holding shares in dematerialized form, may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS by the Company.

Postal Ballot

During the financial year 2022-23, no resolution was passed by way of Postal Ballot.

However, Mr. Subir Kumar Chowdhury was appointed as Executive Director & President of the Company effective from April 01, 2023 by passing the Special resolution through Postal Ballot. The Postal Ballot was conducted by Practicing Company Secretary, Ms. Akarshika Goyal, Scrutinizer who submitted her report with Voting results viz. duly signed Scrutinizer’s Report dated May 08,2023.

Code of Conduct of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by designated persons. The same has been placed on the Company’s website https:// www.thehitechgears.com/investors.php.

In accordance with such Code of Conduct, the Company closes its trading window for Designated Persons from time to time. The trading window is also closed during and after the occurrence of price sensitive events as per the said Code of Conduct.

Code of Conduct

Your Company has adopted the Code of Conduct for its Board Members and Senior Management personnel pursuant to SEBI (LODR) Regulations, 2015. The code of conduct is also placed on the website of the Company https://www.thehitechgears.com/investors.php.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

Share Capital Audit

M/s Grover Ahuja and Associates, practicing Company Secretaries carried out the Share Capital Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31st March, 2023 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificates were submitted to the Stock Exchanges on quarter basis and were also placed before the Board Meetings.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges of the Country viz., the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE). Pursuant to Regulation 14 of SEBI (LODR) Regulations, 2015, the annual listing fees for the year 2023-24 have been paid within the prescribed time period.

Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made there under.

Dematerialization of the equity shares

99.65% of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on March 31,2023.

Further, as per SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/ P/CIR/2022/8 dated January 25, 2022 and SEBI vide Gazette Notification no. SEBI/LAD-NRO/GN/2022/66 dated January 24, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. The RTA shall verify and process the service requests and thereafter issue a ‘Letter of confirmation’ in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any.

In view of the above SEBI Circular, the validity of the Letter of Confirmation only for a period of 120 days from the date of its issue within which you have to raise demat request with the DP as above. Any request for processing demat after the expiry of aforesaid 120 days will not be entertained and as per the operating guidelines issued by SEBI, the subject shares shall be transferred to a Suspense Unclaimed Escrow Demat Account of the Company.

Keeping in view the benefits of dematerialization, the shareholders holding shares in physical form requested to get their shares dematerialized.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-VI. Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part

of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members through electronic mode. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Remuneration Policy

In terms of provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations, a policy relating to remuneration for the Directors, Key Managerial Personnel and other senior employees has been adopted by the Board of Directors of the Company in pursuance of its formulation an recommendation by the Nomination and Remuneration Committee thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at www.thehitechgears.com. The salient features of the policy are provided in attached Corporate Governance Report.

Audit Committee

The Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by the Committee are accepted by the Board. The details of Audit Committee are given in the Corporate Governance Report.

Vigil Mechanism Policy

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations, and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the Company’s website at https:/ /www.thehitechgears.com/investors.php.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has implemented the policy as “Policy on Prevention and Redressal of Sexual Harassment of Women at Workplace” which is available at the website of the Company at https://www.thehitechgears.com/ investors.php

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the Company has not received any complaint of sexual harassment.

Particulars of Loans given, Investments made, Guarantees given and Securities provided.

During the year, the Company has not extended any Loans to its Wholly owned Subsidiaries. In year 2021 -22 the Company has extended Rs. 77.69 Million to 2545887 Ontario Inc. Wholly Owned Subsidiary after complying with the provisions of section 186 of the Companies Act, 2013. Other than this the Company has not provided any guarantee or Securities under the provisions of section 186 of the Companies Act, 2013

The details of the investments made by the Company are mentioned in notes no. 8 of the Financial Statements for the year ended 31^st March, 2023.

Material changes and Commitments

There is no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There is no significant and/or material order passed by the regulators or courts or tribunals impacting the going concern status of the Company.

Details of Proceedings pending under the Insolvency and Bankruptcy Code, 2016

Following are the details of proceedings and their status thereof at the end of the F.Y. 2022-23:

Sl. No.	Name of the Applicant	Status
1.	Amrop India Pvt. Ltd.	Amrop India Pvt. Ltd. filed an Company Petition (CP) in financial year 2019. After hearing final argument from both the parties, Hon’ble NCLT, Jaipur Bench, vide its order dated June 16, 2023 has dismissed/rejected the said CP.
2.	Happy Forgings Ltd.	Happy Forgings Pvt. Ltd. filed an application in F.Y. 2020-21. However, this was preferred as withdrawn by Applicant. The Hon’ble NCLT, Chandigarh Bench, rejected accordingly. Applicant filed another CP (Company Petition) before Hon’ble NCLT against which the notice was issued to the Company. The application is pending before

Detail of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Bank or Financial Institutions along with the reasons thereof:

Not Applicable

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility & Sustainability Reporting is not applicable to the Company.

Personnel

The Board of Directors places on record their appreciation of the untiring efforts of the employees of the organization at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all-round improved performance of your Company. The Company encourages by rewarding and recognizing employees for their long term commitment as and when the opportunity arise.

Trade Relations

The Board of Directors place on record the appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Acknowledgement

The Board of Directors places on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks and Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

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Mar 31, 2018

Dear Members,

The Directors have great pleasure in presenting the 32nd Annual Report of your Company, together with the audited financial statement of accounts of the company for the financial year ended 31st March, 2018. Further, the consolidated performance of the company and its subsidiaries has been referred to wherever required.

Financial Results

The highlights of the standalone and consolidated financial performance of the Company are as under:-

(Rs. In lakhs)

Particulars			Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from Operation	53,838.17	49,192.72	75,968.11	51,489.58
Other Income	1,318.89	591.11	1,980.99	651.6
Total Income	55,157.06	49,783.83	77,949.10	52,141.18
Profit before Depreciation, Interest & Taxes (PBDIT)	8,374.24	6,059.66	11,445.51	6,280.94
Depreciation	2,629.78	2,507.62	3,942.5	2,615.04
Profit before Interest & Taxes (PBIT)	5,744.46	3,552.04	7,503.01	3,665.90
Financial Charges	905.72	294.10	2,351.19	408.09
Profit before Taxes (PBT)	4,838.74	3,257.94	5,151.82	3,257.81
Provision for Taxes	1,647.5	1,170.38	1,727.48	1,243.88
Profit after tax (PAT)	3,191.24	2,087.57	3,424.34	2,013.93
Balance of profit brought forward	19,567.32	18,063.42	18,270.56	18,063.42
Balance available for appropriation	22,788.03	20,189.59	22,828.15	18,892.83
Dividend	516.12	516.12	516.12	516.12
Tax on dividend	105.08	106.15	105.08	106.15
Balance Surplus in P & L Account	22,166.83	19,567.32	22,206.95	18,270.56
Paid-up Equity Share Capital	1,876.80	1,876.80	1,876.80	1876.80
Earnings Per Share (EPS)	17.00	11.12	18.25	10.73

General Information

India has emerged as the fastest growing major economy in the world in last few years. Financial Year 2018 marked with both excitement and challenges for the Indian economy. Though there were some adverse conditions but India’s economy started to recover after a slowdown caused by demonetization, followed by Government’s courageous decision to implement GST effective July last year. Indeed, growth has been accelerating, covering roller coaster of 5% to above 7%, within the same financial year and closed at 6.6%. Growth in India is projected to increase to 7.4 % in FY 2019 and 7.8 % in FY 2020, lifted by strong private consumption and business friendly government policies.

One of the major job creators, Indian automobile industry is fulfilling its duty well. In parallel, it is biggest FDI earner, GDP contributor. After seeing challenging times, the industry is now in growth mode from last few years. All segments of the automobiles registered good amount of growth the domestic sales of Passenger Vehicles and Commercial Vehicles grew by 7.89% and 19.94 % respectively, during April- March 2018. Two Wheeler remained the spot light with 14.80% growth in domestic sales. Within the Two Wheeler segment, the sales of Scooters/ Scooterette and Motorcycles grew by 19.90% and 13.69% respectively while sales of Mopeds declined by (-) 3.48 in FY 2017-18 over FY 2016-17.

The Indian automobile industry is closely linked to the country’s Gross Domestic Product (GDP) growth. The overall automobile exports increased by 16.12 %. While Three Wheelers and Two Wheelers registered a growth of 40.13 % and 20.29 % respectively, exports of Passenger Vehicle and Commercial Vehicles declined by (-) 1.51 % and (-) 10.53 % respectively in April-March 2018 over April-March 2017.The Indian auto components industry is going through a transformational period with the concept of mobility changing continuously. The prospects of the Industry is to benefit over next years are good. As you may aware that the Indian auto industry is poised to become the fourth largest manufacturer of automobiles globally by 2020 after China, the US and Japan. Not to mention, India is currently the world’s second largest two-wheeler manufacturer.

State of Company Affairs

Your Company is one of the few industrial enterprises which have become a world-class Indian brand with a green and sustainable strategy of growth, despite an increasing volatile economic and business environment. Besides being cost competitive, delivering to strict schedules and adhering to high quality standards are the main keys of success for auto component manufacturers, especially to enter into and grow export markets. Your company possesses all the above skills and is appreciated by customers all over the world. Keeping this in mind, your company is today tapping new geographies due to the high potential available in the export markets. Detailed information on the operations and on the state of affairs of the Company are majorly covered in the Management Discussion & Analysis Report, forming part of this report. The performance of the Company was in line with the growth of Auto Industries. During the FY 2017-18, the total revenue stood at Rs. 55,157.06 lakhs as compared to Rs. 49,783.83 lakhs in the last FY 2016-17, registering a growth of 10.79%. The profit before tax stood at Rs 4,838.74 lakhs as compared to Rs 3,257.94 lakhs in previous year. Similarly, the Net profit after tax of the Company is Rs. 3,191.24 lakhs as compared to Rs 2,087.57 lakhs in previous year, registering robust growth of 52.87%.

On a consolidated basis, the total revenue was Rs. 77,949.10 lakhs as compared to Rs. 52,141.18 lakhs in the previous FY. Similarly, the Net profit after tax was Rs. 3,424.34 lakhs as compared to Rs. 2,013.93 lakhs in previous FY.

At the export front, the Company also did well and recorded an export turnover of Rs. 10,343.82 Lakhs as compared to Rs. 10,517.53 Lakhs in the previous year, hereby recorded an increase by 24.02% as compared to the percentage during the same period in the previous year. The total export turnover now 23.64% of the total turnover of the Company.

Your Company expects to benefit over the next period from its good business linkage with OEMs, due to its healthy operating efficiencies. In view of this, the long term prospects of your Company are bright.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 (‘the Act’) and IndAS-110 on Consolidated Financial Statements, read with IndAS-28 on Investments in Subsidiaries outside India, the Audited Consolidated Financial Statements for the FY ended March 31, 2018 are provided in this Annual Report.

Share Capital

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 1876.80 Lakhs. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

Dividend

During the year under review and based on the performance of the company, an interim dividend of 15% i.e. Rs. 1.50 per equity share amounting to Rs. 281.52 Lakhs was declared and paid, the same is being confirmed at the forthcoming AGM. Further, the Directors have now recommended to the shareholders a final dividend for the FY 2017-18 of 20% i.e. Rs. 2.00 per equity share, resulting in an another payout of Rs. 375.36 Lakhs. The total dividend payout stands at Rs. 656.88 Lakhs (Previous year Rs. 469.20 Lakhs) & tax on dividend comes to Rs 134.99 Lakhs (Previous year Rs. 95.52 Lakhs).

If the final dividend on the shares as, recommended by the Board of Directors, is approved by the shareholders in their forthcoming 32nd Annual General Meeting of the company, payment of such dividend will be made to those members whose names appear in the Register of Members as per Book closure dates mentioned in the shareholder’s information.

Change in the nature of business

There was no change in the nature of the business of the company during the financial year 2017-18.

Directors Responsibility Statement

In terms of section 134(3) (c) & 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any,

(b) that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date,

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

(d) that the annual financial statements have been prepared on going concern basis,

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

(f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Details of Internal Financial Controls with reference to the Financial Statement

In view of the requirement of the Companies Act, 2013, the Company has successfully documented its Internal Financial Controls (IFC). This ensures orderly and efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, accuracy, prevention of errors & completeness of the accounting records and the timely preparation of reliable financial information. The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively.

Further, the Company has adopted Indian Accounting Standard (IndAS) with effect from April 01, 2017 and accordingly standalone un-audited quarterly financial results for the quarters during the financial year have been prepared in accordance with the recognition and measurements laid down in IndAS and prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder.

Details of Subsidiary/Joint Ventures/Associate Companies During the financial year 2017-18, the Company incorporated a Wholly Owned Subsidiary Company in US in the name of “Neo-Tech Auto Systemz Inc.” and subscribed 10,00,000 common shares of CAD $ 0.01 each.

As on March 31, 2018, the Company has Eight (08) Wholly Owned Subsidiaries (including step-down subsidiaries) in Canada and US viz. 2545887 Ontario Inc. (“254”), 2504584 Ontario Inc. (“250”), 2323532 Ontario Inc. (“232”), Teutech Industries Inc., Teutech Holding Co., Teutech Leasing Co., Teutech LLC and Neo-Tech Auto Systemz Inc. (Seven (07) subsidiaries as on March 31, 2017). There has been no material change in the business of the subsidiaries. There is no reverse investment by the subsidiary companies in the share capital of the Company.

The Board have duly reviewed the affairs of the subsidiary companies, from time to time wherein, “254” and “Teutech” are considered to be ‘Material Subsidiary’ companies, pursuant to provisions of Regulation 24 of the SEBI (LODR) Regulations, 2015. Further, there is no material change in the subsidiary companies and the Company has taken note of all the significant transactions and arrangements entered into by its subsidiaries. The other financial and vital details related to subsidiaries are provided in MGT-9 (Extract of Annual Return) & AOC-1 (Statement containing salient features of the financial statement of subsidiaries) attached to this Report, pursuant to section 129(3) and section 136 of the Companies Act, 2013 and rules made thereunder.

In accordance with the provisions of the Companies Act, 2013 and applicable accounting standards the standalone and consolidated financials together with the reports of Statutory Auditors are provided in the Annual Report.

Directors, Key Managerial Personnel’s and Evaluation

The Board is duly constituted with proper balance of Executive, NonExecutive, Independent Directors & Whole Time Directors. The Independent Directors have given declaration regarding their meeting of criteria of independence as provided in section 149(6) of the Companies Act, 2013. The other information is as under:-

a. Retire by Rotation

Independent Directors are not liable to retire by rotation. Pursuant to the provision of Section 152(6) of the Companies Act, 2013 Mr. Bidadi Anjani Kumar (DIN: 00022417), Non Executive Director, being longest in the office, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for the reappointment.

b. Key Managerial Personnel

All Whole Time Directors such as Mr. Deep Kapuria, Executive Chairman, Mr. Pranav Kapuria, Managing Director and Mr. Anuj Kapuria, Executive Director are regarded as KMPs, in addition to Chief Financial Officer (C.F.O.) and Company Secretary (C.S.).

c. Independent Directors

The Board has 6 (Six) Independent Directors, including one Woman Director, representing diversified fields and expertise. Details are provided in the appropriate section of the Corporate Governance Report.

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act and the Listing Regulations, stating that they meet the criteria of independence as provided in sub-section (6) of section 149 of Companies Act, 2013 and Listing Regulations.

d. Meetings of the Board

The Board met 5 (five) times during the period 2017-18 to conduct the operations of the Company. The details are given in the Corporate Governance Report, which forms part of this Annual Report. It is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

e. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board carried out an formal annual performance evaluation of its own performance, the Chairman, directors individually and the working of the different committees. Such evaluation was done through the established evaluation framework suggested by the NRC and the SEBI Guidance Note. The framework included different tools such as individual questionnaire, covering various information required to have the evaluation. All the layers of the Board, such as Board, Committees and the Independent Directors performed their part by evaluating the performances of the holders as mandated.

Auditors

a) Statutory Auditors

M/s O P Dadu & Co., Chartered Accountants, (Firm Registration No. 001201N) the Statutory Auditors of the Company, which was appointed in the 31st Annual General Meeting for the period of five years till the conclusion of 36th Annual General Meeting of the Company to be held in the year 2022-23 subject to their ratification by the shareholders of the Company at every Annual General Meeting of the Company at a remuneration as may be decided by shareholders. They have furnished a certificate confirming the eligibility under section 141 of the Companies Act, 2013 and Rules made thereunder.

Pursuant to the provisions of Companies (Amendment) Act, 2017 read with MCA notification dated 07th May, 2018, which provides that the requirement of the ratification of a Statutory Auditor at every annual general meeting of the company has been omitted. Therefore, no resolution shall be taken into for the ratification of a statutory Auditor at the forthcoming 32nd Annual General Meeting of the Company.

The Auditors’ Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act with respect to the point no. (vii) (b) in Annexure “A” to Auditors’ Report relating to non deposit of disputed taxes. The Board wishes to inform that those matters are related to regular income tax matters for which the Company has preferred appeal to Appellate Authorities. The necessary explanations are also provided in Note 39A(2) to the Standalone Financial Statements. The rest of report by the Statutory Auditors is self explanatory. Please refer to the Notes to Accounts, wherever necessary.

b) Cost Auditors

The provisions relating to section 148(1) read with rules are applicable, accordingly cost accounts and records are made and maintained.

Further, as per Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have on the recommendation of the Audit Committee, approved the re-appointment of M/s. Kabra & Associates, Cost Accountants as the Cost Auditors of the Company for the year ending 2018-2019. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. Accordingly, a resolution seeking approval by members for the remuneration payable to M/s Kabra & Associates is included in the Notice convening 32nd Annual General Meeting.

c) Secretarial Auditor

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards.

As per Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s Report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed format. The Board of Directors appointed M/s Grover Ahuja & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company and their report is annexed to this Board report (Annexure-I). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors under the Act.

Internal Control Systems and its Adequacy The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. Internal Auditors present their quarterly report to the Audit Committee, highlighting various observations, system and procedure related lapses, if any and corrective actions being taken to address them.

Investor Education and Protection Fund (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF after the completion of seven years from the date of declaration of dividend. Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 effective from 7th September 2016 which provide that, the shares in respect of which dividend has not been claimed or unpaid by the shareholders for seven consecutive years or more shall also be transferred to the demat account(s) to be prescribed by the IEPF Authority.

The details of such dividend and shares transferred pursuant to the aforesaid provisions are provided in General Shareholder information section at point No. 10 of Section XII of Corporate Governance Report and Note No. 8 of the Notice of ensuring 32nd Annual General Meeting.

In terms of the said Rules and the amendment thereof vide notification dated 28th February, 2017 and 13th October, 2017, the necessary communications have been made to the respective shareholders whose shares were required to be transferred to the IEPF so as to enable them to claim their dividend attached to such shares before such dividend and shares are transferred to IEPF and further, the necessary information in this regard is available on the website of the Company i.e. www.thehitechgears.com for the convenience of the shareholders.

In view of this, those shareholders whose dividend is unpaid or unclaimed must claim it at the earliest. The equity shares once transferred into IEPF can only be claimed by the concerned shareholder from IEPF Authority after complying with the procedure prescribed under the Rules and any amendment thereof.

Accordingly, during the financial year 2017-18, the Company has transferred 10,420 and 821 equity shares to the IEPF Authority, in two tranches in respect of which the amount of dividend has not been claimed or unpaid for the consecutive seven years to the concerned shareholders from the date of declaration respectively. A list of such cases is available at the company website.

Extract of Annual Return

As required pursuant to section 92(3) & 134 (3) (a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 as a part of this Annual Report as Annexure II.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

Details of Energy Conservation, Technology Absorption, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in Annexure III, to this Report.

Report on Corporate Governance

The Report on Corporate Governance is given separately and forming part of this report and the certificate from the Statutory Auditors confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to the report.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report is given separately and forming part of this report together with its contents.

Risk Management Policy

Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions of constituting Risk Management Policy are not applicable to the Company.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder the Company have adopted & developed a Policy covering the activities mentioned in Schedule VII of Companies Act, 2013, upon the recommendation of CSR Committee. Implementation of the policy is undertaken under the guidance of Committee and a brief of the Corporate Social Responsibility is provided in Annexure-IV.

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be regarded with related parties, were considered to be in the ordinary course of business and on the arm’s length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder, disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as Annexure-V. Disclosures on related party transactions are also set out in Note No. 37 to the financial statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link www.thehitechgears.com.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic learing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company’s Registrar and Share Transfer Agent (RTA). Members are holding shares in dematerialized form may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS and the Company.

Postal Ballot

During the financial year 2017-18, no Resolution was required to be passed through postal ballot. Similarly, at the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot is being placed.

Code of Conduct of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by designated persons.

In accordance with such Code of Conduct, the Company closes its trading window for Designated Persons from time to time. The trading window is also closed during and after occurrence of price sensitive events as per the said Code of Conduct.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

Reconciliation of Share Capital Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31st March, 2018 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificate is being submitted every quarter to the Stock Exchanges and is also placed before the Board Meeting.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange India Limited (BSE) Mumbai. Pursuant to Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual listing fees for the year 2017-18 and 2018-19 has been paid within the prescribed time period.

Fixed Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made there under.

Dematerialization of the equity shares

99.45% of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on the date of this report.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physical form to get their shares dematerialized.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure VI.

Remuneration Policy

In terms of provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations, a policy relating to remuneration for the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors of the Company in pursuance of its formulation and recommendation by the Nomination and Remuneration Committee thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy available on the website of the Company at www.thehitechgears.com.

Audit Committee

Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by such committee are accepted by the Board. A synopsis is described in the Corporate Governance Report.

Vigil Mechanism Policy

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the Company’s website at www.thehitechgears.com.

Obligation of Company under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Accordingly, the company has set up Committee for implementation of said policy.

Further, during the year Company has not received any complaint of harassment.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loans or guarantee covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by the Company are given in the notes to the financial statements.

Material changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There is no significant and/or material order passed by the regulators or courts or tribunals impacting the going concern status of the Company. Business Responsibility Reporting

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Business Responsibility Reporting is not applicable to the Company.

Personnel

The Board of Directors place on record their appreciation of the untiring efforts of the employees of the organisation at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all round improved performance of your company. The Company encourages by rewarding & recognising employees for their long term commitment as & when the opportunity arise.

Trade Relations

The Board of Directors place on record their appreciation for the cooperation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Acknowledgment

Your directors place on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

By Order of the Board

For The Hi -Tech Gears Limited

Place : New Delhi Deep Kapuria

Dated : August 03, 2018 Chairman

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Mar 31, 2016

Dear Members,

The Directors have great pleasure in presenting the 30^th Annual Report of your Company, together with the audited statement of accounts for the financial year ended 31st March, 2016.

Financial Results

The highlights of the financial performance of the Company are as under:-

(Rs. in lacs)

Particulars	2015-2016	2014-15
Sales (net of excise duty)	44,997.29	43,192.84
Other Income	227.63	266.46
Total Income	45,224.92	43,459.30
Profit before Depreciation, Interest & Taxes (PBDIT)	5,882.30	5,509.05
Depreciation	2,273.09	2,510.86
Profit before Interest & Taxes (PBIT)	3,609.21	2,998.19
Financial Charges	249.27	368.63
Profit before Taxes (PBT)	3,359.94	2,629.56
Provision for Taxes	1,243.52	787.85
Profit after tax (PAT)	2,116.42	1,841.71
Balance of profit brought forward	10,309.05	9,863.70
Balance available for appropriation	12,425.48	11,705.42
Dividend	563.04	469.20
Tax on dividend	116.77	93.81
Transfer to General Reserve	100.00	100.00
Balance Surplus in P & L Account	11,645.67	10,309.05
Paid-up Equity Share Capital	1,876.80	1,876.80
Earnings Per Share (EPS)	11.28	9.81

General Information

India topped the World Bank''s growth outlooks for 2015-16 for the first time with the economy having grown 7.6% in 2015-16 and is expected to grow at 7-7.75% during FY 2016-17, despite the uncertainties in the global market according to IMF World Economic Outlooks.

After seeing challenging times, the Indian automobile industry finally in growth mode from few years. Although, the revival is good for the industry, Manufacturing Sector & Economy as such, but the pace of growth is still to go very far. It is heartening to inform that all the vehicle categories, be it commercial vehicle or two vehicle saw the positive territory. The overall production of vehicle stood at 23,960,940 Vehicles compared to 23,358,047

Indian auto component industry registered a growth of 8.8% in 201516 with overall turnover of Rs. 2,55,600 crores (USD 39.0 billion). While overall exports from India witnessed de-growth of 9.58%, however the Indian auto component industry exports grew by 3.5% reaching to Rs. 709,00 crores (USD 10.8 billion). ACMA President predicted that with the signs of recovery in India based auto market and prospects of a better monsoon, the component sector is expected to witness growth in double digits this year.

International Monetary Fund (IMF) earlier projected the global growth at 3.5%. However, due to moderate and uneven reasons, it remained at 3.1% for 2015 and is projected to grow at 3.2% in 2016, the same level 2015. Weak trade growth, sluggish investment, subdued wages and slower activity in key emerging markets will all contribute to modest global GDP growth and is expected to improve only to 3.5% in 2017. This reflects a combination of subdued aggregate demand, poor underlying supply-side developments, with weak investment, trade and productivity growth, and diminished reform momentum.

Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion & Analysis Report, forming part of this report. Further with regard to the financials, this year also growth of your Company has been satisfactory and up to the expectation. During the FY 2015-16, total revenue from operations (net of excise) stood at Rs.449.97 crores as compared to Rs.431.92 crores in FY 2014-15, registering an increase of 4.18%. The profit before tax stood at Rs 33.60 crores as compared to Rs 26.30 crores in previous year. Similarly, the Net profit after tax of the Company also grew by 14.91% i.e. from Rs 18.42 crores to Rs 21.16 crores.

At the export front, the Company also did well and recorded an export turnover of Rs. 107.84 crores compare to Rs. 93.17 crores in the previous year, thereby recorded an increase of 15.75% compared to 12% during the same period in previous year. The total exports are now 23.85% of the total turnover.

Your Company expects to benefit over the next period from its good business linkage with OEMs, due to its healthy operating efficiencies. In view of this, the tong term prospects of your Company are bright.

Share Capital

The paid up Equity Share Capital as on 31st March 2016 was Rs. 18,76,80,000. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

Dividend

During the year under review, an interim dividend of 15 % i.e. Rs. 1.50 per equity share amounting to Rs. 281.52 lacs was declared and paid, the same is being confirmed at the forthcoming AGM. The Directors have now recommended to the shareholders a final dividend of 15% i.e. Rs. 1.50 per equity share, resulting in an another payout of Rs. 281.52 lacs. The total dividend payout stands at Rs 563.04 Lacs (Previous year Rs 469.20 Lacs) & tax on dividend comes to Rs 116.77 Lacs (Previous year 93.81 Lacs). Additionally, an amount of Rs. 1.00 Crore is transferred to General Reserve.

If the final dividend on the shares as, recommended by the Board of Directors, is approved by the shareholders in their 30th Annual General Meeting, payment of such dividend will be made to those members whose names appear in the Register of Members as per Book closure dates mentioned in the shareholder’s information.

Directors Responsibility Statement

In terms of section 134(3) (c) & 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any,

(b) that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016 and of the profit of the Company for the year ended on that date,

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

(d) that the annual financial statements have been prepared on going concern basis,

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

(f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Details of Internal Financial Controls with reference to the Financial Statement

In view of the requirement of the Companies Act, 2013, the Company has successfully documented its Internal Financial Controls (IFC). This ensures orderly and efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, accuracy prevention of errors & completeness of the accounting records and the timely preparation of reliable financial information.

The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has neither any Subsidiary, Joint Venture nor an Associate Company within the meaning of Companies Act, 2013. However, the Company is evaluating various options to tap the business opportunities in South India as well as in overseas through itself/entity(ies).

Directors and KMP''s appointment/ reappointment

The Board is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors & Whole Time Directors. The other information is as under:

a. Retire by Rotation

Independent Directors are not liable to retire by rotation. Mr. Anuj Kapuria, Whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

b. Additional Director

Mr. Bidadi Anjani Kumar was appointed as a Non- Executive and Additional Director of the Company who holds the office till the date of ensuing Annual General Meeting. His appointment is being confirmed at the ensuing Annual General Meeting subject to your approval.

c. Re-appointment of Managerial Personal

Last appointment of Mr. Deep Kapuria as the Executive Chairman and Whole Time Director was made for 5 Years with effect from January 01, 2012 up to December 31, 2016 and his tenure is coming to an end on December 31, 2016. The Board of Directors upon the recommendation of Nomination and Remuneration Committee has re-appointed them for another period of five (5) years, subject to your approval.

d. Key Managerial Personnel''s

All Whole Time Directors such as Mr. Deep Kapuria, Executive Chairman, Mr. Pranav Kapuria, Managing Director and Mr. Anuj Kapuria, Executive Director are regarded as KMPs, in addition to Chief Financial Officer (C.F.O.) and Company Secretary (C.S.).

Necessary Resolutions for the appointment/reappointment of Directors/Whole Time Directors pursuant to provisions of the Companies Act, 2013 & Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are being included in the notice for the ensuing Annual General Meeting for the approval of shareholders.

During the year, Mr. PC. Mathew an Independent director of the Company resigned and Mr. Bidadi Anjani Kumar has joined the Board as Non-Executive Director. Detailed information regarding directors is provided in the Corporate Governance Report.

Meetings of the Board

Necessary Board Meetings transacted to conduct the operations of the Company. The details are given in the Corporate Governance Report, which forms part of this Annual Report. It is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

Declaration of Independent Director(s)

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub-section (6).

Auditors

a) Statutory Auditors

M/s Gupta Vigg & Company, Chartered Accountants, (Firm Registration No. 001393N) Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Pursuant to provisions of section 139 of the Act and the Rules made there under, the Board upon the recommendation of Audit Committee proposes to reappoint M/s Gupta Vigg & Company Chartered Accountants as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting. They have furnished a certificate confirming the eligibility under section 141 of the Act and Rules made there under.

The Auditors'' Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act. With respect to the point no. (VII) (b) in Annexure to Auditors'' Report with regard to non deposit of disputed taxes. the Board wishes to inform that those matters are related to non-admission of service tax input by the Excise Department, & regular income tax matters for which the Company has preferred appeal to Appellate Authorities. The rest of report by the Statutory Auditors is self explanatory Please refer to the Notes to Accounts, wherever necessary.

b) Cost Auditors

As per Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have on the recommendation of the Audit Committee, approved the reappointment of M/s. Kabra & Associates, Cost Accountants as the Cost Auditors of the Company for the year ending 31^st March, 2017. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. Accordingly, a resolution seeking approval by members for the remuneration payable to M/s Kabra & Associates is included in the Notice convening 30th Annual General Meeting.

c) Secretarial Auditor

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed form. The Board of Directors appointed M/s Grover Ahuja & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company and their report is annexed to this Board report (Annexure I). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors under the Act.

Internal Control Systems and its Adequacy

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. Internal Auditors present their quarterly report to the Audit Committee, highlighting various observations, system and procedure related lapses, if any and corrective actions being taken to address them.

Extract of Annual Return

As required pursuant to section 92(3) & 134 (3) (a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as Annexure II.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo.

Details of Energy Conservation, Technology Absorption, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988, are given in Annexure III, to this Report.

Report on Corporate Governance

The Report on Corporate Governance is given separately and forming part of this report and the certificate from the Statutory Auditors confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to the report.

Management discussion & analysis report

The Management Discussion & Analysis Report is given separately and forming part of this report.

Risk Management Policy

Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions of constituting Risk Management Policy are not applicable to the Company.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made there under the brief of the Corporate Social Responsibility is provided in Annexure IV

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be regarded with related parties, were considered to be in the ordinary course of business and on the arm''s length basis. As provided under section 134(3)(h) of the Act and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as Annexure V. Disclosures on related party transactions are also set out in Note No. 31 to the financial statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.hitechgears.com/images/RPT.pdf.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company''s Registrar and Share Transfer Agent (RTA). Members are holding shares in dematerialized form may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS and the Company.

Postal Ballot

During the financial year 2015-16, no Resolution was required to be passed through postal ballot. Similarly, at the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot is being placed.

Code of Conduct of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by designated persons.

In accordance with such Code of Conduct, the Company closes its trading window for Designated Persons from time to time. The trading window is also closed during and after occurrence of price sensitive events as per the said Code of Conduct.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

Reconciliation of Share Capital Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31^st March, 2016 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificate is being submitted every quarter to the Stock Exchanges and is also placed before the Board Meeting.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange India Limited (BSE) Mumbai. Pursuant to Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual listing fees for the year 2016-2017 has been paid within the prescribed time period.

Fixed Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made there under.

Dematerialization of the equity shares

99.32 % of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on the date of this report.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physical form to get their shares dematerialized.

Change of Name

The name of the Company has been changed by prefixing “The” before the existing name of the Company, making it “The Hi-Tech Gears Limited” which was approved by the members in 29^th Annual General Meeting of the Company. The fresh Certificate of Incorporation in this regard has been issued by Registrar of Companies, Jaipur (‘ROC'') dated October 08, 2015.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Audit Committee

Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by such committee are accepted by the Board.

As per Companies Act, 2013, the Company has reconstituted and revised the roles, responsibilities & powers of the Audit Committee. A synopsis is described in the Corporate Governance report.

Vigil Mechanism Policy

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the

Company''s website at the link: http://www.hitechgears.com/images/ Vigil_Mechanism_Poficy.pdf

Obligation of Company under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said poficy. During the year Company has not received any complaint of harassment.

Particulars of Toans given, Investments made, Guarantees given and Securities provided

The company has not given any toans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

Material changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There is no significant and/or material order passed by the regulators or courts or tribunals impacting the going concern status of the Company.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure VI.

Business Responsibility Reporting

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Business Responsibility

Reporting is not applicable.

Personnel

The Board of Directors place on record their appreciation of the untiring efforts of the employees of the organization at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all round improved performance of your company. The Company encourages by rewarding & recognizing employees for their tong term commitment as & when the opportunity arise.

Trade Relations

The Board of Directors place on record their appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Acknowledgement

Your directors place on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company

By Order of the Board

For The Hi-Tech Gears Limited

Sd/-

Place : New Delhi Deep Kapuria

Dated: 11/08/2016 Chairman

---

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the 29th Annual Report of your Company, together with the audited statement of accounts for the financial year ended 31st March, 2015.

Financial Results

The highlights of the financial performance of the Company are as under:-

(Rs. in lacs)

Particulars 2014-2015 2013-14

Sales (net of excise duty) 43,192.84 36,102.05

Other Income 266.46 518.48

Total Income 43,459.30 36,620.53 Profit before Depreciation,

Interest & Taxes (PBDIT) 5,509.05 5,102.41

Depreciation 2,510.86 2,306.09

Profit before Interest & Taxes (PBIT) 2,998.19 2,796.33

Financial Charges 368.63 590.37

Profit before Taxes (PBT) 2,629.56 2,205.96

Provision for Taxes 787.85 613.43

Profit after tax ( PAT) 1,841.71 1,592.53

Balance of profit brought forward 9,863.70 9,030.11

Balance available for appropriation 11,705.42 10,622.64

Dividend 469.20 469.20

Tax on dividend 93.81 79.74

Transfer to General Reserve 100.00 160.00

Balance Surplus in P & L Account 10,309.05 9,863.70

Paid-up Equity Share Capital 1,876.80 1,876.80

Earnings Per Share (EPS) 9.81 8.49

General Information

The FY 2014-15 has witnessed key policy reforms, aimed at aiding growth revival and surmounting the structural constraints in the Indian Economy. The Indian Economy grew at 7.3 % in FY 2014-15. The Economy posted a 7.5 % growth in the January to March quarter of the fiscal, outpacing China's GDP of 7 % in that quarter. Growth rebounded in the three most crucial components of industrial sector i.e. mining, manufacturing and electricity. The latest policy initiative of the Indian Government "Make in India" is a welcome move for the growth of Indian Economy.

Automobile Sector showed growth both in Domestic as well as Export Sales. FY 2014-15 numbers reveal all vehicle categories other than Commercial Vehicles are in positive territory. Riding on the back of a gradual uplift in market sentiments, excise duty cuts continuing through to December 2014 and the opening up of the mining and infrastructure sectors, the Indian automotive industry posted an overall growth of 7.22 % in FY 2014-15, as compared to 3.53 % in the previous fiscal year.

According to International Monetary Fund, the global economy is expected to grow at 3.5% in 2015 and 3.8% in 2016. However, Global recovery will continue to be moderate and uneven. While developed economies are expected to strengthen, aided by lower oil prices and low interest rates, most emerging economies are expected to slow down moderately, due to country specific reasons-with India being an exception. The Indian economy is expected to grow by 7.5% in 2015-16. Growth will benefit from recent policy reforms, a consequent pick-up in investment, and lower oil prices". Demand is expected to grow due to various underlying factors including "Make in India", "Digital India", raising per capita income, growing urbanization etc.

Operations

Growth of your Company has been satisfactory and upto the expectation. During the FY 2014-15, total revenue from operations (net of excise) stood at Rs.431.92 crores as compared to Rs 361.02 crores in FY 2013-14, registering an impressive increase of 19.63%. The profit before tax stood at Rs 26.30 crores as compared to Rs 22.07 crores in previous year. Similarly, the Net profit of the Company also grew by 15.65% i.e. from Rs 15.94 crores to Rs 18.41 crores.

Exports of our country were not much encouraging due to massive fluctuation of the exchange rate, recession in the world economy & the pressure of rising raw material cost. Still, your company's export sales were increased by 12% with export revenue of Rs 94.12 crores in the FY 2014-15 as compared to previous year of Rs 84.04 crores, registering a growth of 12%. This was made possible, because of your Company's continuing efforts to tap new customers and markets.

Your Company expects to benefit over the next period from its good business linkage with OEMs, due to its healthy operating efficiencies. In view of this, the long term prospects of your Company are bright.

Share Capital

The paid up Equity Share Capital as on 31st March 2015 was Rs. 18,76,80,000. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

Dividend

During the year under review, an interim dividend of 10 % i.e. Rs. 1.0 per equity share amounting to Rs. 187.68 lacs was declared and paid, the same is being confirmed at the forthcoming AGM. The Directors have now recommended to the shareholders a final dividend of 15% i.e. Rs. 1.50 per equity share, resulting in a payout of Rs. 281.52 lacs. The total dividend payout stands at Rs 469.20 Lacs (Previous year Rs 469.20 Lacs) & tax on dividend comes to Rs 93.81 Lacs (Previous year 79.74 Lacs). Additionally, an amount of Rs. 1.00 Crore is transferred to General Reserve.

If the dividend on the shares as, recommended by the Board of Directors, is approved by the shareholders in their 29th Annual General Meeting, payment of such dividend will be made to those members whose names appear in the Register of Members as per Book closure dates mentioned in the shareholder's information.

Directors Responsibility Statement

In terms of section 134(3) (c) & 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any,

(b) that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the profit of the Company for the year ended on that date,

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

(d) that the annual financial statements have been prepared ongoing concern basis,

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

(f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has neither any Subsidiary, Joint Venture nor an Associate Company within the meaning of Companies Act, 2013. However, the Company is evaluating various options to tap the business opportunities in North American Free Trade Agreement (NAFTA) region by having an entity.

Directors and KMP's appointment/ reappointment

a. Retire by Rotation

Independent Directors are not liable to retire by rotation. Mr. Pranav Kapuria, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

b. Additional Director

Ms. Malini Sud was appointed as an Independent and

Additional Director of the Company who holds the office till the date of ensuing Annual General Meeting. Her appointment is being confirmed at the ensuing Annual General Meeting subject to your approval.

c. Re-appointment of Managerial Personal

Mr. Pranav Kapuria and Mr. Anuj Kapuria have completed their tenure as the Managing Director and the Whole Time Director respectively. The Board of Directors upon the recommendation of Nomination and Remuneration Committee has re-appointed them for another period of five (5) years, subject to your approval.

d. Key Managerial Personnel's

All Whole Time Directors such as Mr. Deep Kapuria, Executive Chairman, Mr. Pranav Kapuria, Managing Director and Mr. Anuj Kapuria, Executive Director are regarded as KMPs, in addition to Chief Financial Officer (C.F.O.) and Company Secretary (C.S.). Mr. S.K. Khatri is the continuing C.S. of the Company. Mr. Vijay Mathur, Sr. General Manager (Finance) was regularized as C.F.O. He resigned from the post of C.F.O. w.e.f. 30th November, 2014, upon the appointment of Mr. Alok Agarwal as the C.F.O. w.e.f. 1st December, 2014. However, Mr. Vijay Mathur will Continue to work as Sr. General Manager (Finance).

Resolutions for the said appointment/reappointment of Directors pursuant to Section 149 & 152 of the Companies Act, 2013 & Rules made there under & Clause 49 of the Listing Agreement are being included in the notice for the ensuing Annual General Meeting for the approval of shareholders.

There is no other change in the Directors during the FY 2014-15.

Meetings of the Board

Necessary Board Meetings transacted to conduct the operations of the Company. The details are given in the Corporate Governance Report, which forms part of this Annual Report. It is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

Declaration of Independent Director(s)

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub-section (6).

Auditors

a) Statutory Auditors

M/s Gupta Vigg & Company, Chartered Accountants, (Firm Registration No. 001393N) Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Pursuant to provisions of section 139 of the Act and the Rules made thereunder, the Board upon the recommendation of Audit Committee proposes to reappoint M/s Gupta Vigg & Company, Chartered Accountants as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting. They have furnished a certificate confirming the eligibility under section 141 of the Act and Rules made there under.

The Auditors' Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act. With respect to the point no. (VII) (b) in Annexure to Auditors' Report with regard to non deposit of disputed taxes. The Board wishes to inform that the matters are related to non- admission of service tax input by the Excise Department, others such as Entry tax & regular income tax matter for which the Company has preferred appeal to Appellate Authorities. The rest of report by the Statutory Auditors is self explanatory. Please refer to the Notes to Accounts, wherever necessary.

b) Cost Auditors

As per Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors has on the recommendation of the Audit Committee, approved the re-appointment of M/s. Kabra & Associates, Cost Accountants as the Cost Auditors of the Company for the year ending 31 March, 2016. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Accordingly, a resolution seeking ratification by members for the remuneration payable to M/s Kabra & Associates is included at Item No. 10 of the Notice convening 29th Annual General Meeting.

c) Secretarial Auditor

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed form. The Board of Directors appointed M/s Grover Ahuja & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company and their report is annexed to this Board report (Annexure I). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors under the Act.

Internal Control Systems and its Adequacy

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. Internal Auditors present their quarterly report to the Audit Committee, highlighting various observations, system and procedure related lapses and corrective actions being taken to address them.

Extract of Annual Return

As required pursuant to section 92(3) & 134 (3) (a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as Annexure II

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo.

Details of Energy Conservation, Technology Absorption, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988, are given in Annexure III, to this Report.

Report on Corporate Governance

The Report on Corporate Governance is given separately and forming part of this report and the certificate from the Statutory Auditors confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also attached to the report.

Management discussion & analysis report

The Management Discussion & Analysis Report is given separately and forming part of this report.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made there under the brief of the Corporate Social Responsibility is provided in Annexure IV

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be regarded with related parties, were in the ordinary course of business and on the arm's length basis. Necessary resolution for your approval is being placed at the ensuing Annual General Meeting, for your approval. As provided under section 134(3)(h) of the Act and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as Annexure V Disclosures on related party transactions are also set out in Note No. 31 to the financial statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http:// www.hitechgears.com/images/RPT.pdf.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company's Registrar and Share Transfer Agent (RTA). Members are holding shares in dematerialized form may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS and the Company.

Postal Ballot

During the financial year 2014-15, no Resolution was required to be passed through postal ballot. Similarly, at the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot is being placed.

Code of Conduct of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by Designated persons.

In accordance with such Code of Conduct, the Company closes its trading window for Designated Persons from time to time. The trading window is also closed during and after occurrence of price sensitive events as per the said Code of Conduct.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

Reconciliation of Share Capital Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31st March, 2015 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificate is being submitted every quarter to the Stock Exchanges and is also placed before the Board Meeting.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange India Limited (BSE) Mumbai. Pursuant to Clause 38 of the Listing Agreement, the annual listing fees for the year 2015-2016 has been paid within the prescribed time period.

Fixed Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made there under.

Dematerialization of the equity shares

99.28 % of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on the date of this report.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physical form to get their shares dematerialized.

Change of Name

The Board of Directors propose to change the name of the Company by prefixing "The" before the existing name of the Company, making it "The Hi-Tech Gears Limited". Registrar of Companies, Jaipur have conveyed its name availability approval by vide its letter dated 7th August, 2015. A Special Resolution in this respect is being moved for your approval at the ensuing 29th Annual General Meeting. After your approval necessary formalities will be completed, for Change of name.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Audit Committee

Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by such committee are accepted by the Board.

As per Companies Act, 2013, the Company has reconstituted and revised the roles, responsibilities & powers of the Audit Committee. A synopsis is described in the Corporate Governance Report.

Vigil Mechanism Policy

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the Company's website at the link: http://www.hitechgears.com/ images/Vigil_Mechanism_Policy.pdf

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

Material changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There is no significant and/or material order passed by the regulators or courts or tribunals impacting the going concern status of the Company.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure VI

Risk Assessment and Mitigation Process

Company has a risk assessment policy which is periodically reviewed by the Audit Committee and Board of Directors in their meeting and it takes the appropriate measures.

Business Responsibility Reporting

As per Clause 55 of the Listing Agreement with the Stock Exchanges Business Responsibility Reporting is not applicable.

Personnel

The Board of Directors place on record their appreciation of the untiring efforts of the employees of the organization at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all round improved performance of your company. The Company encourages by rewarding & recognizing employees for their long term commitment as & when the opportunity arise.

Trade Relations

The Board of Directors place on record their appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Acknowledgement

Your directors place on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

By Order of the Board

For Hi - Tech Gears Limited



Sd/-

Place:New Delhi Deep Kapuria

Dated:11/08/2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 28th Annual Report of your Company, together with the audited statement of accounts for the financial year ended 31st March, 2014.

Financial Results

The highlights of the financial performance of the Company are as under:-

(Rs. in lacs) Particulars 2013-2014 2012-2013

Sales (net of excise duty) 36102.05 37337.83

Other Income 518.48 200.14

Total Income 36620.53 37537.98

Profit before Depreciation, 5102.41 5441.63

Interest & Taxes (PBDIT)

Depreciation 2306.09 2315.87

Profit before Interest & Taxes 2796.32 3125.76 (PBIT)

Financial Charges 590.36 761.81

Profit before Taxes (PBT) 2205.96 2363.95

Provision for Taxes 613.43 742.60

Profit after tax (PAT) 1592.53 1621.35

Balance of profit brought 9030.11 8186.25 forward

Balance available for 10622.64 9807.60 appropriation

Dividend 469.20 469.20

Tax on dividend 79.74 78.29

Transfer to General Reserve 160.00 180.00

Balance Surplus in P & L 9863.70 9030.11 Account

Paid-up Equity Share Capital 1876.80 1876.80

Earnings Per Share (EPS ) 8.49 8.64

General Information

In India GDP Growth rate stood at 4.7% in 2013-14 compare to 4.5% in previous year. Sluggish gains in agricultural and manufacturing output, lower demand in all sectors, high inflation and high interest rates were key restraining factors. Other factors responsible for the lower growth include the slowing global economy, delay in implementation of projects, and the policy logjam leading to a negative business sentiment.

Depreciation of Indian Currency to the extent of Rs. 69/ $ added more stinkers, before stabilizing Rs. 60.50/$. Except two-wheelers, which has major chunk of automatic scooters, performance of Indian Auto- Industry was not upto the mark. As we know the Automobile and Auto Component Sector go hand in hand, thus the auto-component Sector also faced negative growth in FY 2013-14 by registering negative growth of 2 % in FY 2013-14.

Some signs of recovery was visible in the second half of the year. Global Economy is expected to recover moderately, particularly on account of better performance of some advanced economies. At domestic front narrowing CAD, new stable government & moderation in inflation would ease the monetary policy stance & may revive the confidence of investors. The economy can look forward to better growth prospective in 2014-15 & beyond. Economic survey expects a GDP growth of 5.4 % to 5.9% in 2014-15 & if the situation improve, it could push up to 7-8% in coming years.

Operations

Despite, the adverse & discouraging factors, your Company could level the turnover. The revenues of the Company (net of excise duty) stood at Rs 361.02 crores in 2013-14 as compared to Rs 373.38 crores in 2012-13. The net profit (after tax) of the Company has marginally decreased from Rs 16.22 crores to Rs 15.93 crores, as compared to the previous year. Surplus available in P& L account stood at Rs 98.64 Crores, compared to Rs 90.30 crores in previous year.

Even though, exports suffered due to volatility in the exchange rate & the pressure of rising raw material cost, but the overall export remained satisfactory. The Export sales of the Company were higher in FY 2013-14 as compared to the previous year. Your Company recorded a total export turnover of Rs 83.34 crores as compared to export sales of Rs 60.00 crores in the previous year. Thus an impressive increase of 38.90 % was registered.

The long term prospects are however still bright & the demand will grow due to various underlying factors including India''s rising per capita income, increasing rural demand, growing urbanization, swelling replacement demand etc.

Existing customers have assured to provide the new sales target. Thus the company will have in positive directions to increase the sales & profitability of the Company.

Dividend

Considering almost the same performance of the Company, similar dividend policy was approved by your Board, an interim dividend of 10 % i.e. Rs. 1.0 per equity share amounting to Rs. 187.68 lacs was declared and paid, the same is being confirmed at the forthcoming AGM. The Directors have now recommended to the shareholders a final dividend of 15% i.e. Rs. 1.50 per equity share, resulting in a payout of Rs. 281.52 lacs. The total dividend payout stands at Rs 469.20 Lacs (Previous year Rs 469.20 Lacs) & tax on dividend comes to Rs 79.74 Lacs (Previous year 78.29 Lacs).

If the dividend on the shares as, recommended by the Board of Directors, is approved by the shareholders in their 28th Annual General Meeting, payment of such dividend will be made to those members whose names appear in the Register of Members as per Book closure dates mentioned in the shareholder''s information.

In addition to above, the Board proposes to transfer an amount of Rs 1.60 crore to General Reserve in compliance to the requirements of Section 205(2A) of the Companies Act, 1956.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company''s Registrar and Share Transfer Agent (RTA). Members holding shares in dematerialized form may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS and the Company. Shareholders who wish to change their bank account details are therefore requested to advise their depository''s participants about such changes.

Those shareholders who have not yet opted for the ECS facility are once again requested to avail the benefits of ECS.

Postal Ballot

During the financial year 2013-14, no Special Resolution was required to be passed through postal ballot. At the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot.

Code for Prevention of Insider Trading Practices

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted a Code of Conduct for Prevention of Insider Trading Practices for its Directors and designated employees. The code lays down guidelines, which include procedures to be followed, and disclosures to be made while dealing in the shares of the Company.

Trading Window

In accordance with the Code of Conduct for prevention of insider trading, the Company closes its trading window for designated employees and directors from time to time. As per the policy, the trading window closes for a period of 7 (seven) days, prior to the date of the Board Meeting and opens 24 hours after the conclusion of Board Meeting in which the respective quarterly/half yearly/ yearly financial results are approved. The trading window is also closed during and after occurrence of price sensitive events as per the Code of Conduct for prevention of insider trading.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance report.

Reconciliation of Share Capital Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31st March, 2014 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificate is being submitted every quarter to the Stock Exchanges and is also placed before the Board Meeting.

Subsidiary Company

The Company has no subsidiary during the financial year 2013-14.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE) Mumbai. Pursuant to Clause 38 of the Listing Agreement, the annual listing fees for the year 2014-2015 has been paid within the prescribed time period. It is further confirmed that custodian fee to NSDL/CDSL for the year 2014-15 has also been paid.

Dematerialization of the equity shares

99.02 % of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on the date of this report.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physical form to get their shares dematerialized.

Directors

Mr. Ramesh Chandra Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Mr. Vinit Taneja, Mr. P.C. Mathew, Mr. Prosad Dasgupta, Mr. K.C. Verma, Mr. Sandeep Dinodia & Mr. Anil Kumar Khanna are the Non Executive & Independent Directors of the Company are being appointed as Independent Directors in terms of section 149 & 152 of the companies Act, 2013 for 5 (five) consecutive years from the date of the 28th Annual General Meeting. Independent Directors will not be liable to retire by rotation as per the Companies Act, 2013.

Mr. Deep Kapuria, Executive Chairman & Whole Time Director, Mr. Pranav Kapuria, Managing Director & Mr. Anuj Kapuria, Whole Time Director are the Executive Directors of the Company.

A brief profile of the directors proposed to be appointed/re-appointed pursuant to Section 152 & 149 of the Companies Act, 2013 & Rules made thereunder & Clause 49 VI (A) of the Listing Agreement is being annexed to the Notice convening the 28th Annual General Meeting.

Auditors

M/s Gupta Vigg & Company, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. The Company has received an eligibility certificate from the auditors under Section 139 & 141 & other applicable Provisions of the Companies Act, 2013. The Board of Directors recommends their re- appointment for another term of 1 (one) year.

With respect to the point no. 9 (b) in Annexure to Auditors'' Report with regard to non deposit of disputed taxes, the Board wishes to inform that the matters are related to non-admission of service tax input by the Excise Department, others such as Entry tax & regular income tax matter for which the Company has preferred appeal to Appellate Authorities. The rest of report by the Statutory Auditors is self explanatory. Please refer to the Notes to Accounts, wherever necessary.

Directors Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of your Company confirms:

a. That the applicable accounting standards have been followed in the preparation of final accounts for the year ended March 31, 2014 and that there are no material departures.

b. That such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date.

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities, and

d. That the annual accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

Audit Committee

Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted there at. The recommendations made by such committee are accepted by the Board.

As per Companies Act, 2013, the Company has reconstituted and revised the roles, responsibilities & powers of the Audit Committee. A synopsis is described in the Corporate Governance report as per Annexure III attached.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in Annexure-I, to this report.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo.

Your Company continuously strives for Safety, Environment Management and conservation of resources like fuel, water, gas and power. Therefore, emphasis is being laid on employing sophisticated techniques which result in conservation of natural resources like energy, fuel etc.

Your company gives high priority to safety which envisages a zero accident policy as the only acceptable standard of performance.

Details of Energy Conservation, Technology Absorption, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988, are given in Annexure-II, to this Report.

Corporate Governance

The Report on Corporate Governance is attached herewith in Annexure-III, and the certificate from the Statutory Auditors confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also attached to the report.

Management discussion & analysis report

The Management Discussion & Analysis Report is given separately and forming part of this report.

Trade Relations

The Board of Directors place on record their appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Public Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 58-A of the Companies Act, 1956, and rules made thereunder.

Personnel

The Board of Directors place on record their appreciation of the untiring efforts of the employees of the organisation at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all round improved performance of your company. The Company encourages by rewarding & recognising employees for their long term commitment as & when the opportunity arise.

Corporate Social Responsibility Committee

Pursuant to the provisions of the Companies Act, 2013, the Company constituted CSR Committee in the commencement of FY 2013-14. A brief of the committee is provided in Corporate Governance as per Annexure III attached.

Acknowledgement

Your directors place on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

By Order of the Board For Hi - Tech Gears Limited

Sd/- Place: New Delhi Deep Kapuria Dated: 07/08/2014 Chairman

---

Mar 31, 2012

Dear Members,

The Directors have great pleasure in presenting the 26th Annual Report of your Company, together with the audited statement of accounts for the financial year ended 31st March, 2012.

Financial Results

The highlights of the financial performance of the Company are as under:-

(Rs.in lacs)

Particulars 2011-2012 2010-2011

Sales (net of excise duty) 49748.43 42493.15

Other Income 349.79 246.38

Total Income 50098.22 42739.53

Profit before Depreciation, Interest & Taxes (PBDIT) 8974.87 7641.06

Depreciation 1982.28 1618.71

Profit before Interest & Taxes (PBIT) 6992.59 6022.35

Financial Charges 741.40 756.16

Earning before Taxes (PBT) 6251.19 5266.19

Provision for Taxes 2039.78 1762.72

Profit after tax (PAT) 4211.41 3503.47

Balance of profit brought forward 5456.41 3276.53

Balance available for appropriation 9667.82 6780.00

Dividend 844.56 750.72

Tax on dividend 137.01 122.87

Transfer to General Reserve 450.00 400.00

Balance Surplus in P & L Account 8186.25 5456.41

Paid-up Equity Share Capital 1876.80 1876.80

Earnings Per Share (EPS) 22.44 18.67

Operations

The year gone by proved to be an anothersuccessful year forthe performance of your company and remained good for exports. The revenues of the Company (net of excise duty) increased to Rs. 49748.43 lacs in 2011-12 as compared to Rs. 42493.15 lacs in 2010-11, thus registering an impressive increase of 17.07 %.

The Indian automobile industry grew by almost 14% as compared to 27% in the previous year due to the low demand in domestic market. Demand for cars including low end hetchbacks fell for the first time in three years. Sales in commercial vehicles were moderate & in three wheeler segment, negative growth was noted. Two wheeler remain the star performer with a share of 77% in total automobile sale. The growth of the Company is better compare to market conditions. The Net Profit (aftertax) of the Company has increased from Rs. 3503.47 lacs to Rs. 4211.41 lacs, recording an increase of 20.21% as compared to the previous year.

The year under review saw an increase in demand forthe company's products in both the domestic and exports markets.

Exports

The Export Sales were the most encouraging during the year under review. The automobile Industry was able to post almost 25% increase by exporting 2.91 million units. Your Company also recorded a total export turnover of Rs. 127.45 crores as compared to export sales of Rs. 90.02 crores in the previous year, thus registering an increase of 41 %. The higher exports were made possible because your company penetrated the European and Latin American markets also in addition to US market. The Customers in those countries recognized & accepted the quality of products offered by the Company to their satisfaction.

Dividend

During the year, an interim dividend of 20 % i.e. Rs. 2.0 per equity share amounting to Rs. 375.36 lacs was declared and paid the same is being confirmed at the forthcoming AGM. The Directors have now recommend to the shareholders a final dividend of 25% i.e. Rs. 2.50 per equity share subject to the approval of the shareholders at the ensuing Annual General Meeting resulting in a payout of Rs. 469.20 lacs. The total dividend payout stands at Rs 844.56 Lacs (Previous year Rs 750.72 Lacs) & tax on dividend comes to Rs 137.01 Lacs (Previous year 122.87 Lacs)

If the dividend on the shares as, recommended by the Board of Directors, is approved by the shareholders in their 26th Annual General Meeting, payment of such dividend will be made to those members whose names appear in the Register of Members as perthe book closure dates mention in the shareholders information.

In addition to above the Board proposes to transfer an amount of Rs 45,000,000/- to General Reserve in compliance to the requirements of Section 205(2A) of the Companies Act, 1956.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send theirduly filled ECS mandate form to the Company's Registrar and Share Transfer Agent (RTA). Members holding shares in dematerialized form may kindly note that their bank account details as furnished to their depositories will be taken forthe purpose of ECS and the Company. Shareholders who wish to change their bank account details are therefore requested to advise their depository's participants about such changes.

Those shareholders who have not yet opted forthe ECS facility are once again requested to avail the benefits of ECS.

Postal Ballot

During the financial year 2011 -12, no Special Resolution was required to be passed through postal ballot. At the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot.

Code for Prevention of Insider Trading Practices

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted a Code of Conduct for Prevention of Insider Trading Practices for its Directors and designated employees. The code lays down guidelines, which include procedures to be followed, and disclosures to be made while dealing in the shares of the Company.

Trading Window

In accordance with the Code of Conduct for prevention of insider trading, the Company closes its trading window fordesignated employees and directors from time to time. As per the policy, the trading window closes for a period of 7 (seven) days, priorto the date of the Board Meeting and opens 24 hours afterthe conclusion of Board Meeting in which the respective quarterly/half yearly/yearly financial results are approved. The trading window is also closed during and after occurrence of price sensitive events as per the Code of Conduct for prevention of insider trading.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. A copy of the code of conduct has been circulated to all the directors and Senior Management.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance report.

Secretarial Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The

Board of Directors confirms that the total issued and paid up capital as on 31st March, 2012 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Secretarial audit report is being submitted every quarterto the Stock Exchanges and is also placed before the Board Meeting.

Cost Compliance Certificate

As per notification no. GS.R. 429(E) dated 3rd June, 2011, Ministry of Corporate Affairs, has mandated forthe Cost Compliance Certificates to be compulsorily obtained from Cost Accountants by the certain Companies. The Company being eligible as per the criteria mentioned in the said notification obtained a Cost Compliance Certificate for the year 2011-12 from M/s Kabra & Associates, Cost Accountants which was duly approved in the Board Meeting held on 26th May, 2012.

Subsidiary Company

The Company had no subsidiary during the financial year 2011-12.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange (NSE) and the Bombay Stock Exchange Limited (BSE) Mumbai. Pursuant to Clause 38 of the Listing Agreement, the annual listing fees for the year 2012-2013 has been paid within the prescribed time period. It is further confirmed that custodian fee to NSDL/CDSL forthe year 2012-13 has also been paid.

Dematerialization of the equity shares

98.88 % of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on the date of this report.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physical form to get their shares dematerialized.

Directors

Recently the Board of Directors of your company has been reconstituted with the induction of two new Additional Directors, Mr. Krishna Chandra Verma w.e.f November 12, 2011 and Mr. Prasad Dasgupta w.e.f February 14, 2012. The appointment of Mr. Krishna Chandra Verma and Mr. Prasad Dasgupta are up to the forthcoming Annual General Meeting your Board commends to the shareholders, their appointment as a Director of the Company.

Mr. Vinit Taneja and Mr. P.C. Mathew, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Mr. Deep Kapuria, Mr. Pranav Kapuria, Mr. Sandeep Dinodia, Mr. Anil Kumar Khanna, and Mr. Anuj Kapuria, Mr. Ramesh Chandra Jain are the other continuing Directors

A brief profile of the directors proposed to be appointed or re-appointed and the information pursuant to Clause 49 VI (A) of the Listing Agreement is being annexed to the Notice convening the 26th Annual General Meeting.

Auditors

M/s Gupta Vigg & Company, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. The Company has received an eligibility certificate from the auditors under Section 224 (1B) of the Companies Act, 1956. The Board of Directors recommends their re- appointment.

With respect to the point no. ix (b) in annexure to the Auditors' Report with regard to non deposit of disputed taxes, the Board to inform that company has preferred appeal to Assessing Authorities. The rest of report by the Statutory Auditors is self explanatory. Please refer to the Notes to Accounts wherever necessary.

Directors Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of your Company confirms:

a. That the applicable accounting standards have been followed in the preparation of final accounts for the year ended March 31,2012 and that there are no material departures.

b. That such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date.

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities, and

d. That the annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

Audit Committee

Company has duly constituted Audit Committee, which meets on regular intervals forthe business required to be transacted thereat. The recommendation made by such committee are accepted by the Board.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given inAnnexure-l, to this report.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo.

Your Company continuously strives for Safety, Environment Management and conservation of resources like fuel, water, gas and power. Therefore, emphasis is being laid on employing sophisticated techniques which result in conservation of natural resources like energy, fuel etc.

Your company gives high priority to safety which envisages a zero accident policy as the only acceptable standard of performance.

Details of Energy Conservation, Technology Absorption, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 217(1) (e) ofthe Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988, are given in Annexure-ll, to this Report.

Corporate Governance

The Report on Corporate Governance is attached herewith in Annexure-lll, and the certificate from the Statutory Auditors confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 ofthe listing agreement is also attached to the report.

Management discussion & analysis report

The Management Discussion & Analysis Report is given separately, forming part of this report.

Trade Relations

The Board of Directors place on record their appreciation forthe co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Public Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 58-A ofthe Companies Act, 1956, and rules made there under.

Personnel

The Board of Directors place on record their appreciation of the untiring efforts of the employees of the organisation at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all round improved performance of your company. The Company encourages by rewarding & recognising employees fortheir long term commitment as & when the opportunity arise.

Awards and Other Recognitions

Yourdirectors have pleasure and feel privileged in reporting the awards & recognitions received by the Company for the year 2011-2012.The Details are provided in the Management Discussion &Analysis Report.

Acknowledgement

Yourdirectors place on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record theirgratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

By Order of the Board For Hi - Tech Gears Limited

Place: New Delhi Deep Kapuria

Dated: 8th August, 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors present the 25th Annual Report of your Company with great pleasure, together with the audited statement of accounts for the financial year ended 31st March, 2011.

Financial Results

The highlights of the financial performance of the Company are as under:-

(Rs. in lacs)

Particulars 2010-2011 2009-2010

Sales (net of excise duty) 42493.15 32269.86

Other Income 243.23 86.18

Total Income 42736.38 32356.05

Profits before Depreciation, Interest and Taxes (PBDIT) 7647.39 4846.94

Depreciation 1618.71 1260.72

Profits before Interest and Taxes ( PBIT) 6028.68 3586.22

Financial Charges 761.52 887.07

Cash Profit (PBDT) 6885.86 3959.86

Profits before Taxes (PBT) 5267.16 2699.14

Provision for Taxes 1762.97 914.09

Profit after tax (PAT) 3504.19 1785.05

Balance of profit brought forward 3276.53 2238.07

Balance available for appropriation 6780.00 4020.57

Dividend 750.72 422.28

Tax on dividend 122.87 71.76

Transfer to General Reserve 400.00 200.00

Balance Surplus in P & L Account 5456.41 3276.53

Paid-up Equity Share Capital 1876.80 938.40

Earnings Per Share (EPS) 18.67 19.00

Operations

The year gone by proved to be a turnaround year for the performance of your company and very encouraging for exports. The revenues of the Company (net of excise duty) increased to Rs. 42736.38 lacs in 2010-11 as compared to Rs.32356.05 lacs in 2009-10, thus registering an impressive increase of 32.08%. The Net Profit (after tax) of the Company has increased from Rs. 1785.04 lacs to Rs. 3504.19 lacs, recording an increase of 96.31 % as compared to the previous year.

During the year your company allotted bonus shares to the existing shareholders of the Company in the proportion of 1:1 by capitalising Rs.938.40 lacs from the General Reserves, thus raising the paid up share capital of your company to Rs.1876.80 lacs. The earnings per share (EPS) was Rs.18.67 per equity share on the increased share capital for the year under review. In the prior year ( 2009-10 ) it was Rs.19.00 per share on the lower share capital of Rs. 938.40 Lacs.

The year under review saw an increase in demand for the company's products in both the domestic and exports markets.

Exports

During the year under review your Company recorded a total export turnover of Rs. 90.03 crores as compared to export sales of Rs. 48.89 crores in the previous year, thus registering an increase of 84% . The higher exports were made possible because your company penetrated the European and Latin American markets also in addition to US market.

Dividend

During the year, an interim dividend of 15% i.e. Rs. 1.50 per equity share on the increased share capital amounting to Rs. 281.52 lacs was declared and paid. The Directors have now recommend to the shareholders a final dividend of 25% i.e. Rs. 2.50 per equity share subject to the approval of the shareholders at the ensuing Annual General Meeting resulting in a payout of Rs. 469.20 lacs.

If the dividend on the shares as, recommended by the Board of Directors, is approved by the shareholders in their 25th Annual General Meeting, payment of such dividend will be made to those members whose names appear in the Register of Members as on September 27, 2011. In respect of the shares held in electronic form, the dividend will be payable to the beneficial owners of the shares as on the closing hours of business on September 15, 2011, as per the details furnished by the depositories for this purpose.

Credit Rating

The independent credit rating agency, 'Fitch' has upgraded HGL's rating to 'A (ind)', which reflects HGL's consistent revenue growth and an improvement in its profitability in the last four years supported by a decline in HGL's working capital cycle. Your company's net cash conversion cycle therefore improved from 19 days to 3 days.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company's Registrar and Share Transfer Agent (RTA). Members holding shares in dematerialized form may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS and the Company. Shareholders who wish to change their bank account details are therefore requested to advise their depositories participants about such changes.

Those shareholders who have not yet opted for the ECS facility are once again requested to avail the benefits of ECS.

Postal Ballot

During the financial year 2010-11, no Special Resolution was required to be passed through postal ballot. At the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot.

Code for Prevention of Insider Trading Practices

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted a Code of Conduct for Prevention of Insider Trading Practices for its Directors and designated employees. The code lays down guidelines, which include procedures to be followed, and disclosures to be made while dealing in the shares of the Company.

Trading Window

In accordance with the Code of Conduct for prevention of insider trading, the Company closes its trading window for designated employees and directors from time to time. As per the policy, the trading window closes for a period of 7 (seven) days, prior to the date of the Board Meeting and opens 24 hours after the conclusion of Board Meeting in which the respective quarterly/half yearly/ yearly financial results are approved. The trading window is also closed during and after occurrence of price sensitive events as per the Code of Conduct for prevention of insider trading.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. A copy of the code of conduct has been circulated to all the directors and Senior Management.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance report.

Secretarial Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31st March, 2011 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Secretarial audit report is being submitted every quarter to the Stock Exchanges and is also placed before the Board Meeting.

Subsidiary Company

The Company had no subsidiary during the financial year 2010-11.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange (NSE) and the Bombay Stock Exchange Limited (BSE) Mumbai. Pursuant to Clause 38 of the Listing Agreement, the annual listing fees for the year 2011-2012 has been paid within the prescribed time period.

Dematerialization of the equity shares

98.59% of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on the date of this report.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physical form to get their shares dematerialized.

Directors

Recently, the Board of Directors of your company has been reconstituted with the induction of a new Additional Director, Mr. Ramesh Chandra Jain w.e.f August 10, 2011. The appointment of Mr. Jain is upto the forthcoming Annual General Meeting and the Board of Directors commends to the shareholders, his appointment as a Director of the Company.

Mr. Anil Kumar Khanna and Mr. Pranav Kapuria, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Deep Kapuria, Mr. Sandeep Dinodia, Mr. Anil Kumar Khanna, Mr. P C Mathews and Mr. Anuj Kapuria are the other continuing Directors

A brief profile of the directors proposed to be appointed or re-appointed and the information pursuant to Clause 49 VI (A) of the Listing Agreement is being annexed to the Notice convening the 25th Annual General Meeting.

Auditors

M/s Gupta Vigg & Company, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. The Company has received an eligibility certificate from the auditors under Section 224 (1B) of the Companies Act, 1956. The Board of Directors recommends their re-appointment.

The report by the Statutory Auditors is self explanatory. Please refer to the Notes to Accounts wherever necessary.

Directors Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of your Company confirms:

a. That the applicable accounting standards have been followed in the preparation of final accounts for the year ended March 31, 2011 and that there are no material departures.

b. That such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date.

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities, and

d. That the annual accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in Annexure-I, to this report.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo.

Your Company continuously strives for Safety, Environment Management and conservation of resources like fuel, water, gas and power. Therefore, emphasis is being laid on employing sophisticated techniques which result in conservation of natural resources like energy, fuel etc.

Your company gives high priority to safety which envisages a zero accident policy as the only acceptable standard of performance.

Details of Energy Conservation, Technology Absorption, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988, are given in Annexure-II, to this Report.

Corporate Governance

The Report on Corporate Governance is attached herewith in Annexure-III, and the certificate from the Statutory Auditors confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also attached to the report.

Management discussion & analysis report

The Management Discussion & Analysis Report is given separately, forming part of this report.

Trade Relations

The Board of Directors place on record their appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Public Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 58-A of the Companies Act, 1956, and rules made there under.

Personnel

The Board of Directors place on record their appreciation of the untiring efforts of the employees of the organisation at every level. The efforts to create a family like atmosphere continued through out the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all round improved performance of your company.

Awards and Other Recognitions

Your directors have pleasure and feel privileged in reporting the award received by the Company during 2010-2011.The Details are provided in the Management Discussion & Analysis Report.

Acknowledgement

Your directors place on record their grateful appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the the employees of the Company.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

By Order of the Board For Hi-Tech Gears Limited

Place: New Delhi Deep Kapuria

Dated: August 10, 2011 Chairman

---

Mar 31, 2010

With great pleasure your directors presents their 24th Annual Report of your Company together with the audited statement of accounts for the financial year ended on March 31,2010.

Financial Results

The highlights of the financial performance of the Company are as under:-

(Rs. in lacs)

Particulars 2009-2010 2008-09

Gross Sales 34456.55 32,378.14

Other Income 86.18 129.85

Total Income 34542.73 32507.99

Profits before Depreciation, 4846.94 3324.81

Interest and Taxes (PBDIT)

Depreciation 1260.72 1176.51

Profits before Interest and 3586.22 2148.30

Taxes (PBIT)

Financial Charges 887.07 996.77

Cash Profit (PBDT) 3963.34 2364.42

Profits before Taxes (PBT) 2699.14 1187.91

Provision for Taxes 913.01 359.32

Profit after tax (PAT) 1785.05 769.36

Balance of profit brought 2238.07 2018.43

forward

Dividend 422.28 140.76

Tax on dividend 71.76 23.92

Transfer to General Reserve 200.00 200.00

Balance Surplus in 3276.53 2238.07

P&L Account

Earnings Per Share (EPS) 19.00 6.23

Operations

The financial year 2009-2010 has ended on a positive note. Your Company surpassed the previous year turnover and has achieved a gross turnover of Rs. 34456.55 Lac (Previous year 32,378.14 Lac), recording an increase of 6.41%. The Net Profit (After tax) of the Company has increased from Rs. 769.36 Lac to Rs. 1785.04 Lac, recording an increase of 132.02 % as compared to the previous year.

The year under review saw increase in demand of the two wheelers and exports also picked up specially in the last two months of the financial year. The availability of the credit and improvement in the world economy has resulted in rise in the demand of the automobiles world wide.

Exports

During the year under review your Company has shown export of its components, recording a total export turnover of Rs. 4889.20 Lac as compared to Rs. 4881.69 Lac in the previous year.

Dividend

The directors recommend to the shareholders a dividend @ 45% (i.e. Rs. 4.5/- per equity share) for the year 2009-2010. Previous year your Company paid dividend @ 15% (i.e. Rs.1.50/- per equity share).

If the dividend on shares as, recommended by the Board of Directors, is approved by the shareholders in their 24th Annual General Meeting, payment of such dividend will be made to those members whose names appear in the Register of Members as on September 27, 2010 and in respect of the shares held in electronic form, the dividend will be payable to the beneficial owners of the shares as on the closing hours of business on September 16,2010, as per the details furnished by the depositories j for this purpose.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), the companies should mandatorily use the facility of Electronic Clearing Services (ECS), for distribution of dividends to its members. This facility provides to the members an option to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Companys Registrar and Share Transfer Agent (RTA). Members holding shares in dematerialized form may send their ECS mandate to the concerned Depository Participants (DP) in the prescribed form.

Those shareholders who have not yet opted for the ECS facility are once again requested to avail the benefits of ECS.

Postal Ballot

During the financial year 2009-10, no Special Resolution was required to be passed through postal ballot. At the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot.

Code for Prevention of Insider Trading Practices

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted a Code of Conduct for Prevention of Insider Trading Practices for its Directors and designated employees. The code lays down guidelines, which include proce- dures to be followed, and disclosures to be made while dealing in the shares of the Company.

Trading Window

In accordance with the Code of Conduct for prevention of insider trading, the Company closes its trading window for designated employees and directors from time to time. As per policy, trading window closes for a period of 7 (seven) days, prior to the date of Board Meeting and reopens after passing of 24 hours from the conclusion of Board Meeting in which the respective quarterly/half yearly/ yearly financial results are approved. The trading window is also closed during and after occurrence price sensitive event as per the Code of Conduct for prevention of insider trading.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. A copy of the code of conduct has been circulated to all the directors and senior Management.

The Declaration by the Chairman & Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance report.

Secretarial Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out Secretarial Audit on quarterly

basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31st March, 2010 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Secretarial audit report is being submitted every quarter to the Stock Exchanges and is also placed before the Board Meeting.

Subsidiary Company

The Company had no subsidiary during the financial year 2009-10.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange (NSE) and the Bombay Stock Exchange Limited (BSE) Mumbai. Pursuant to Clause 38 of the Listing Agreement, the annual listing fees for the year 2010-2011 has been paid within the prescribed time period.

Dematerialization of the equity shares

98.47% of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on March 31,2010.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physi- cal form to get their shares dematerialized.

Directors

Mr. Sandeep Dinodia and Mr. Anuj Kapuria, Directors of the Company, retire by rotation at the ensuing Annual ¦General Meeting and being eligible offer themselves for F re-appointment. Your Board of Directors considers that it would be in the interest of the Company to continue to avail the services of the above Director due to their vast knowledge, experience and ability.

Mr. Deep Kapuria was appointed as Chairman & Managing Director of the Company for a period of 5 (five) years w.e.f. 1st January 2007 to 31st December 2011, for which approval was duly accorded by the members in their 21st Annual General Meeting held on 17th September, 2007. Keeping in View the restructuring of the designation among all the working Directors of the Company, your Board of Directors has recom- mended for the change in the present designation of Mr. Deep Kapuria from Chairman & Managing Director to Chairman & Whole Time Director (designated as Executive Chairman) w.e.f. 05th August 2010 to 31st December 2011, in their meeting held on 24 day of July 2010, Subject to the approval of shareholders in the ensuing Annual General Meeting.

On the recommendation on Remuneration Committee, Mr. Pranav Kapuria, Deputy Managing Director of the company has been reappointed by the Board of Direc- tors for a period of five years w.e.f. 1st August 2010 to 31st July 2015 in their meeting held on 15th May 2010 subject to the approval of the shareholders. The Board of Directors has also made change in his designation from Deputy Managing Director to Managing Director from 5th August 2010 till 31st July, 2015, subject to the approval of Shareholders. Further the Board of Direc- tors has also appointed Mr. Anuj Kapuria as Whole Time Director designated as Executive Director w.e.f. 15th May 2010 to 14th May 2015, subject to the approval of share- holders.

Resolutions for the said appointment/reappointment- /restructuring are being included in the notice for the ensuing Annual General Meeting for the approval of shareholders.

Directors Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of your Company confirms:

(i) That the applicable accounting standards have been followed in the preparation of final accounts for the year ended March 31, 2010 and that there are no mate- rial departures.

(ii) That such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities, and

(iv) That the annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

Particulars of the Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in Annexure-I, to this report.

The Conservation of Energy, Technology Absorp- tion, Foreign Exchange earnings and outgo.

Details of Energy Conservation, Technology Absorp- tion, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accord- ance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988, are given in Annexure-ll, to this Report.

Your Company continuously strives for Safety, Environ- ment Management and conservation of resources like fuel, water, gas and power. Your company believes in vision of safety which envisages zero accident policy as the only acceptable standard of performance. There- fore, emphasis is being laid on employing sophisticated techniques which result in conservation of natural resources like energy, fuel etc.

Corporate Governance

Report on Corporate Governance is attached herewithin Annexure-lll, and the certificate from the Statutory Auditors confirming the compliance of the provisions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the stock exchanges is given in this report.

Management Discussion & Analysis Report

Management Discussion & Analysis Report is given separately, forming part of this report.

Trade Relations

The Board of Directors place on record their apprecia- tion for the co-operation and valuable support extended by the customers, the suppliers and all other I persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them vision of growth in the future.

Public Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 58-A of the Companies Act, 1956, and rules made there under.

Personnel

The Board of Directors place on record its appreciation for the untiring efforts made by the employees of the organisation at every level. The efforts to create a family like atmosphere continued through out the year. Like many years gone-by this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Train- ing and Development of employees provided further impetus and have been largely responsible for the all round improved performance.

Awards and Other Recognitions

Your directors have pleasure and feel privileged in reporting the award received by the Company during 2009-2010The Details were given in Annexure-IV.

Auditors

M/s Gupta Vigg & Company, Chartered Accountants, Statutory Auditors of the Company retire at the conclu- sion of the Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. The Company has received an eligibil- ity certificate from the auditors under Section 224 (IB) of the Companies Act, 1956. The Board of Directors recommends their re-appointment.

Acknowledgement

Your directors place on record their grateful apprecia- tion for the assistance, cooperation and support provided to the Company by Vendors, Customers, Banks & Financial Institutions like Hero Honda Motors Limited, Honda Motorcycle and Scooter Ltd., Honda Siel Cars Ltd., Honda Siel Power Products Ltd.,Tata Cummins Ltd., GETRAG Corporation, GETRAG All Wheel Drive, Robert Bosch, State Bank of India, ICICI Bank Limited, Citi Bank, Standard Chartered Bank, State Bank of Bikaner and Jaipur, Bank of Baroda, DBS Bank, YES Bank for their valued support, and hope to continue to receive the same in future.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the manage- ment of the Company.

By Order of the Board of

Hi -Tech Gears Limited

Deep Kapuria

Chairman & Managing Director

Place : New Delhi

Dated : July 24, 2010