Hitech Corporation Director Report

The Directors have pleasure in presenting the Thirty Third (33^rd) Annual Report together with the Audited Financial Statements for the Financial Year ended March 31,2024.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31,2024 is summarized below:

(Rs. in Lakhs)
Particulars	2023-24	2022-23
Sales Revenue	56,179.47	55,867.42
Other Income	161.19	324.58
Total Revenue	56,340.66	56,192.00
Earnings Before Interest, Depreciation & Tax (EBIDTA)	7,398.93	7,592.58
Less: Interest and Financing Charges	1,425.81	1,376.79
Less: Depreciation	2,970.99	2,860.27
Add: Exceptional item	-	380.61
Profit Before Tax	3,002.13	3,736.13
Less: Tax Expenses	801.84	903.21
Net Profit After Tax	2,200.29	2,832.92
Attributable to:
Shareholders of the Company	2,200.29	2,832.92
Non-controlling interest	-	-
Other Comprehensive Income	(7.64)	(35.31)
Total Comprehensive Income for the year	2,192.65	2,797.61
Attributable to:
Shareholders of the Company	2,192.65	2,797.61
Non-controlling interest	-	-
Opening Balance in Retained Earnings	17,034.02	14,408.17
Amount available for Appropriation	19,226.67	17,205.78
Dividend on Equity Shares (for previous financial year)	171.76	171.76
Transfer to Capital Redemption Reserve	-	-
Transfer to General Reserve	-	-
Transfer to Other Reserve	-	-
Closing Balance in Retained Earnings	19,054.91	17,034.02

OVERVIEW OF FINANCIAL PERFORMANCE

During the financial year 2023-24,

• Operating revenue was J 56,179.47 lakhs as against J 55,867.42 lakhs in the previous year, a 0.6% marginal increase.

• EBIDTA is J 7,398.93 lakhs as against J 7,592.58 lakhs in the previous year, a decrease by 2.6%.

• Net Profit after tax was J 2,200.29 lakhs as against J 2,832.92 lakhs in the previous year a reduction of approximately 22.3%.

DIVIDEND

The Board of Directors at its meeting held on May 16, 2024 have recommended payment of dividend of H 1/- (Rupee One only) per Equity Share of H 10/- each for the financial year ended March 31, 2024, the same amounts to H 171.76 lakhs. The above is subject to the approval by the shareholders at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which the Financial Statements relate and date of this report.

There were no material changes in the nature of business of the Company during the year under review.

NEW PROJECTS Dahej, Gujarat

The Company has successfully completed setting up of manufacturing facility at Dahej, Dist. Bharuch, Gujarat for production of barrel/drums for bulk packaging and commenced commercial production with effect from March 22, 2024.

Technology Centre

Technology Centre at Sanaswadi, Pune was relocated to new location at Kuruli Industrial Area at Khed Taluka, Dist. Pune with effect from November 6, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a separate section on the Management Discussion and Analysis giving details of overall industry structure, developments, performance and state of affairs of Company''s business, forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(a) DIRECTORS

Demise

Mr. Ashwin S. Dani, aged 81 years, Non-Executive Chairman, founder and Promoter of the Company, left for heavenly abode after a brief illness on September 28, 2023. His demise has left an irreplaceable void in our hearts and his enduring spirit and the values he instilled in us will continue to guide and inspire us at Hitech in the years to come.

Shri Ashwin Dani introduced newer technologies and contributed towards packaging solutions for paints, FMCG and other sectors and he was the Chairman of the Company since 1992. His sound financial strategies, strong team building abilities and nurturing attitude to young minds helped foster an environment of innovative contribution and scientific temperament within all ranks of the organisation which led to the robust growth of the Hitech Group and his humility shone through and was apparent in the adulation and respect he received from his people.

The Board placed on record, deep appreciation for the valuable services rendered and contribution made by Shri Ashwin Suryakant Dani who was the doyen of the Indian paint industry and was a visionary and a technocrat with a clear focus on innovation led manufacturing of rigid plastic packaging material.

Appointment of Chairman of the Board

The Board of Directors of the Company at its meeting held on February 11, 2023 had appointed Mr. Jayendra R. Shah, Non-Executive Independent Director of the Company as Vice Chairman of the Board. At the Board Meeting held on November 7, 2023, Mr. Jayendra R. Shah was appointed as the Chairman of the Board due to the demise of Mr. Ashwin Dani.

Cessation of Independent Directors

Mr. Jayendra R. Shah (DIN: 00132613) and Mr. Harish Narendra Motiwalla (DIN: 00029835) retired from the position of the Independent Directors on completion of their second term of office as an Independent Directors of the Company with effect from the close of business hours on March 31, 2024.

Further Mr. Jayendra R. Shah also ceased to be the Chairman of the Board with effect from the close of business hours on March 31,2024.

Appointment of Directors

• Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on November 7, 2023 had recommended for shareholder''s approval, appointment of Mrs. Ina Ashwin Dani (DIN: 00053695) as a Non-Executive NonIndependent Director and Dr. Prakash Trivedi (DIN: 00231288) as an Independent Non-Executive Director of the Company. Their appointment was approved by the shareholders vide Postal Ballot on December 22, 2023 and was effective from the same date. Further, Mrs. Ina A. Dani was appointed as Vice Chairperson of the Board with effect from December 22, 2023.

• Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on February 7, 2024 had approved the appointment of Dr. Anjan Ray (DIN: 03630088) as an Independent Non-Executive Director of the Company for a term of five years with effect from February 7, 2024. The said appointment was approved by the shareholders on April 29, 2024.

• Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on March 27, 2024 had recommended for shareholder''s approval, appointment of Mr. Jayendra R. Shah (DIN: 00132613) as a Non-Independent Non-Executive Director of

the Company, liable to retire by rotation. The said appointment was approved by the shareholders vide Postal Ballot on April 29, 2024 and was effective from the same date. Further he was appointed as Chairman of the Board with effect from the date of his appointment i.e. April 29, 2024.

Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act) and Rules made thereunder and pursuant to Article 108 of Articles of Association of the Company, Mr. Mehernosh A. Mehta (DIN: 00372340), Wholetime Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Profile and other information of the Director to be reappointed, as required under Regulation 36 of the Listing Regulations and Secretarial Standards - 2 forms part of the notice convening the ensuing Annual General Meeting.

The above proposal for re-appointment forms part of the Notice of the 33^rd Annual General Meeting and the relevant Resolutions are recommended for your approval therein.

(b) KEY MANAGERIAL PERSONNEL

Presently, Mr. Malav A. Dani (DIN: 01184336), Managing Director, Mr. Mehernosh A. Mehta (DIN: 00372340), Wholetime Director, Mrs. Avan R. Chaina, Chief Financial Officer and Mr. Ashish Roongta, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

Details of Changes in Key Managerial Personnel (KMP)

i) The term of Mrs. Avan R. Chaina, Chief Financial Officer of the Company which got expired on February 11, 2024 was extended by one year till February 1 1, 2025 by the Board of Directors at its meeting held on February 11, 2024 based on the recommendations of Nomination and Remuneration Committee.

ii) Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 17, 2023, approved the appointment of Mr. Ashish V. Roongta, a member of Institute of Company Secretaries of India (ACS Membership No. 35999) as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2023 in place of Ms. Namita Tiwari who ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. closing of business hours of May 31,2023.

(c) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors on the Board confirming that:

a) They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as Regulation 16 of the Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.

c) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

d) They have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013 and with the Company''s Code of Conduct for Directors and senior management personnel.

(d) PERFORMANCE EVALUATION OF BOARD

The Nomination & Remuneration Committee of the Company has formulated process and parameters for the evaluation of the Directors individually, Committees of the Board and the Board as a whole. The parameters for performance evaluation, inter alia, includes performance of the Board on deciding long term strategies, composition of the Board, discharging governance duties and handling critical issues and other price sensitive matters.

Pursuant to the provisions of the Act, read with Rules issued thereunder and Regulation 17 of Listing Regulations, the Board of Directors, based on the criteria/parameters formulated by the Nomination & Remuneration Committee, has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman. The evaluation was carried out based on the ratings of the Directors in the questionnaires circulated to them.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF BOARD

The Board of Directors has constituted the following

Committees and the details pertaining to such Committees

are included in the Corporate Governance Report, which forms part of this Annual Report.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee (non-mandatory)

• Executive Committee

• Investment Committee

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

There were 5(five) meetings of the Board held during the year. The details of the Meetings of the Board and the Committees thereof, convened during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report. During the year, all recommendations made by the Committees were approved by Board.

ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013, the Annual Return in the prescribed format is available at the website of the Company at https://hitechgroup.com/ investor/Display/agm

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of the Annual Report.

LISTING OF SHARES & SHARE CAPITAL

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSEIL). Further, the applicable listing fees for the financial year 2024-25 have been paid to the respective Stock Exchange(s).

During the financial year 2023-24, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.

AUDITORS AND THEIR REPORTa. Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Reg. No: 104607W/W100166), were re-appointed

as Statutory Auditors of the Company at the 31^st Annual General Meeting held onJuly 16, 2022, to hold office till the conclusion of the ensuing 35^th Annual General Meeting.

The statutory auditor''s report for the financial year ended March 31, 2024, does not contain any qualifications, reservations or adverse remarks or disclaimer.

b. Cost Auditors

As the Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company, therefore cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required, therefore such accounts and records are not made and maintained by the Company. Accordingly, the Company had not appointed any Cost Auditor for the financial year 2023-24.

c. Internal Auditors

M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai were the Internal Auditors of the Company for the financial year 2023-24.

The Board of Directors of the Company, based on the recommendations of Audit Committee, have appointed M/s. Shashank Patki and Associates, Chartered Accountants, Pune as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditor attends the meeting of the Audit Committee periodically and their internal audit findings and corrective actions taken are regularly reviewed by the Audit Committee and the Statutory Auditors.

d. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Board had appointed M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Auditors have submitted their Report for the financial year ended March 31,2024, in the prescribed Form MR-3 of the Companies Act, 2013 and is annexed to this report as Annexure A.

The Secretarial Audit Report and Secretarial Compliance Audit Report does not contain any material qualification or reservation.

M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai, have been re-appointed as the Secretarial Auditors to undertake the Secretarial Audit of the Company for the financial year 2024-25.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and Rules made thereunder.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The salient features of the Nomination and Remuneration Policy are set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on Company''s website under the web link: https://hitechgroup.com/investor/uploads/CodeofConduct/ cf3ff48c4f609eb9f1abc6a590e26d21.pdf

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the applicable provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The Company has complied with the provisions relating to Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act of 2013. The Company has not received any complaint of sexual harassment at workplace during the year.

Sexual Harassment Policy of the Company is displayed on the Company''s website under the weblink:https://hitechgroup. com/investor/uploads/CodeofConduct/77ca40afeb e42a07fb1ad6c6115228cd.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a ''Whistle Blower Policy'' with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established mechanism for reporting concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct and Ethics.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website through the

following link: https://hitechgroup.com/investor/uploads/ CodeofConduct/709492480f365dea74c1e7b00d53f4e6.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report forming part of this Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and can be accessed through the web link: https://hitechgroup.com/investor/uploads/ CodeofConduct/6d9a9fb27fb06c66393bc206dcad88f2.pdf

During the financial year 2023-24, the Company has spent H67.28 lakhs towards CSR. The Annual Report on CSR activities undertaken by the Company during the financial year 202324, is annexed as Annexure B and forms part of this Report.

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

Information required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended hereto as Annexure C and forms part of this Report.

TRANSFER OF DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as the Act) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the IEPF Rules), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF during the FY 2023-24 and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the ''General Shareholders Information'' section of Corporate Governance report forming part of this Annual Report.

Members who have not encashed their dividend warrants or whose dividend is unclaimed/unpaid for the year 2016-17 or thereafter are requested to write to the Company''s Registrar and Share Transfer Agents, Link Intime India Private Limited.

Details of unpaid/ unclaimed dividend are provided on Company''s website under the web link: https://hitechgroup. com/investor/Display/Unclaimed UnpaidDividend

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in Annexure D.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

There were no deposits outstanding as on March 31,2024.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered during the financial year 2023-24 were on an arm''s length basis and in the ordinary course of business. There were no material significant related party transactions entered into by the Company with related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large.

Your Company''s sales transactions with Asian Paints Limited qualify as material Related Party Transactions (RPT) under Regulation 23 of the Listing Regulations. Accordingly, Company had obtained shareholders'' approval for the said material related party transactions through Special Resolution at the 29^th Annual General Meeting held on September 26, 2020, for three (3) financial years commencing from April 1, 2021 till March 31,2024 and further approved through Special Resolution at the 32^nd Annual General Meeting held on July 08, 2023, for three (3) financial years commencing from April 1, 2024 till March 31,2027.

The Board of Directors of the Company has formulated Policy on dealing with RPTs and Policy on Materiality of Related Party Transactions in accordance with the amendments to the applicable provisions ofthe Listing Regulations which is amended from time to time. The said policies can be accessed through the following link: https://hitechgroup.com/investor/uploads/ CodeofConduct/451a81480f057a03ea176bccdac33fb9.pdf

The details of the related party transactions of the Company as required under Indian Accounting Standard 24 are set out in Note 43 to the financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure E to this Report.

Employees, who are relatives of Director/Director of holding Company, holding an office or place of profit in the Company pursuant to Section 188 of the Companies Act, 2013 read with the rules framed thereunder:

The following are details of remuneration paid during F.Y. 2023-24 to the employees of the Company who are relatives of Director/Director of holding Company, holding an office or place of profit in the Company as on March 31,2024.

Name of employee	Nature of relationship with the Director of holding Company	Remuneration (J in lakhs)
Mr. Chirag B. Gosalia	Son of Mr. Bharat Gosalia, Director of Holding Company	25.12

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate to the size and nature of its business. The Company periodically tracks all amendments to Accounting Standards and makes necessary changes to the underlying systems, processes and financial controls to ensure adherence to the same.

The Company periodically reviews the internal finance control system. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation of the same were observed.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a Risk Management Policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting disclosures, risk mitigation, monitoring and integration with strategy and business planning. The Company has also constituted a Risk Management Committee on voluntary basis.

Details of the Risk Management Policy and the committee as stated above have been disclosed in the Corporate Governance Report which forms a part of this Annual Report.

OTHER DISCLOSURES

Your Company during the financial year ended March 31,2024:

a) has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;

b) has not issued Shares having differential rights as to dividend, voting or otherwise;

c) does not have any ESOP Scheme for its employees / Directors;

d) has not issued Sweat Equity Shares;

e) does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees / Directors;

f) There was no revision of financial statements and Boards report of the Company, during the year under review;

g) During the year under review, the Company has not provided any loan or given any guarantee. Details of Investment made during the year are set out in Note 5 to the financial statements of the Company.

h) There were no significant / material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future;

i) The Company does not have any Subsidiary Company, Joint Venture or Associate Company;

j) There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review; and

k) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the

Directors state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b. accounting policies have been selected and applied consistently and judgments and estimates have been

made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit and loss of the Company for the financial year ended March 31,2024;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and co- operation during the year.

Your Directors wish to express their sincere gratitude for the excellent support and co-operation extended by the Company''s shareholders, customers, bankers, suppliers, regulatory and government authorities and all other stakeholders.