1. The Company has only one class of equity share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board is subject to the approval of shareholders except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts in proportion to their shareholding.

2. Equity shares movement during the period of five years immediately preceding the date at which the Balance Sheet is prepared

(a) The aggregate number of sweat equity shares issued pursuant to contract, without payment being received in cash, in immediately preceding five years ended on March 31, 2025: 5,50,000 shares issued in 2022-23. (Previous period of five years ended March 31,2024: 5,50,000 shares issued in 2022-23)

(b) The Company has not bought back any shares and not issued any bonus shares during the period of five years immediately preceding March 31,2025. (Previous period of five years ended March 31,2024: Nil)

a. Details of Security:

1. Loans covered in (i)and (ii) above

Secured by way of first pari passu charge on all the moveable properties including plant and machinery, machinery spares, tools and accessories and other movables situated at Bhandup, Mumbai and also hypothecation of stocks and book debts of the Company and mortgage of the land and building situated at Bhandup, Mumbai.

2. Loan covered in (iii) and (v) above

Secured by way of hypothecation of plant and machinery and other fixed assets installed at Sinnar plant and collateral security of Satpur land and building and other fixed assets consisting of plant and machinery, furniture and fixtures, etc. at Satpur and Sinnar plant.

3. Loan covered in (iv) and (vi) above

Secured by way of mortgage of land and building situated at Plot No. A-84, Near Jindal Saw Ltd, Pune Road, MIDC Sinnar Malegaon, Nashik and collateral security of Satpur land and building and other fixed assets consisting of plant and machinery, furniture and fixtures, etc. at Satpur and Sinnar plant.

4. Loan Covered in (vii) above

Secured by hypothecation of Motor Car No. MH-15-HU-2309.

5. Loan covered in (viii) above

Secured by way of mortgage of land and building situated at Plot No. 110 & 111, Satpur MIDC, Nashik.

6. Loan covered in (ix) above

Secured by way of hypothecation of plant and machinery situated at Sinnar and collateral security of Satpur land and building situated at Plot No. 110 & 111, Satpur MIDC, Nashik.

7. Loan covered in (x) above

Secured by way of mortgage of land and building situated at Plot No. A-84, Near Jindal Saw Ltd, Pune Road, MIDC Sinnar Malegaon, Nashik and collateral security of Satpur land and building and other fixed assets consisting of plant and machinery, furniture and fixtures, etc. at Satpur plant.

8. Loan Covered in (xi) above

Secured by hypothecation of Motor Car No. MH-03-DX-6676.

9. Loan Covered in (xii) above

Secured by hypothecation of Motor Car No. MH-15-JM-7893 .

10. Loan Covered in (xiii) above

Secured by hypothecation of Motor Car No. MH-04-KR-00-99.

11. Loan Covered in (xiv) above

Secured by hypothecation of Motor Car No. MH-01-ER-4070.

12. Loan Covered in (xv) above

Secured by hypothecation of plant and machinery at Sinnar plant and collateral security of Satpur land and building and other fixed assets consisting of plant and machinery, furniture and fixtures, etc. at Satpur plant.

13. Loan Covered in (xvi) above

Secured by way of mortgage of land and building situated at Plot No. A-84, Near Jindal Saw Ltd, Pune Road, MIDC Sinnar Malegaon, Nashik and collateral security of Satpur land and building and other fixed assets consisting of plant and machinery, furniture and fixtures, etc. at Satpur plant.

b. In view of the Covid 19 Regulatory Package announced by the Reserve Bank of India, the Company had opted for 'Extension of Repayment’ scheme in 2020-21 and accordingly, the principal repayment will be extended by five months for Loans covered in (i).

1. Cash credit secured by first charge against all movable and immovable assets both present and future situated at Bhandup, Mumbai and also by hypothecation of stocks and book debts of the Company ranking pari- passu in favour of ICICI Bank Ltd, Standard Chartered Bank, TJSB Sahakari Bank Ltd and IDFC First Bank Limited.

2. Overdraft secured by first charge against all movable and immovable assets both present and future situated at Bhandup, Mumbai and also by hypothecation of stocks and book debts of the Company and also tender deposits/ earnest money deposits paid by the Company ranking pari- passu in favour of Standard Chartered Bank and TJSB Sahakari Bank Ltd.

3. Current maturities of long term debt includes the amounts repayable within a period of one year in respect of Non Current Borrowings from (i) to (xv) in Note 22 of the Financial Statements.

The Company has spent an excess amount of ' 21.21 lakhs in Previous financial Year(s), which has been adjusted the CSR obligations of the current Financial Year

a. Gross amount required to be spent during the year ' 21.21 lakhs (Previous year Rs. Nil)

b. Excess amount spent in 2024-25 to be carried forward ' Nil (Previous year Rs. Nil)

The details of funds primarily utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013 are as follows:

NOTE 43: INTANGIBLE ASSETS UNDER DEVELOPMENT

During the year, the Company has incurred an expenditure of ' 620.63 lakhs on the development of various Products/Machinery and completed the development process of the Products of ' 910.63 lakhs (including ' 133.12 Lakhs incurred up to March 31, 2024) and the balance of ' 512.42 lakhs (including ' 224.51 lakhs incurred up to March 31,2024) related to the products still under development is clubbed under Intangible Assets under Development.

NOTE 44: RESEARCH AND DEVELOPMENT

The recurring expenditure of ' 1,226.06 lakhs (Previous year ' 819.81 lakhs) and Capital Expenditure of ' 588.46 lakhs (Previous Year ' 607.50 lakhs) spent in Research and Development during the year have been debited to respective account.

NOTE 47: COMMITMENTSEstimated amount of contracts remaining to be executed on capital account and not provided for

Estimated amounts of contract remaining to be executed and not provided on account of Technical Knowhow ' Nil (Previous year ' Nil) and on account of Capital Purchase ' 2,515.60 lakhs (Previous year ' 485.49 lakhs).

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian Accounting Standards. An explanation of each level follows underneath the table:

There have been no transfers among Level 1, Level 2 and Level 3 during the year.

Level 1 - Level 1 hierarchy includes Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 - If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity shares and preference shares included in level 3.

a) Valuation technique used to determine fair value

Specific Valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of the remaining Financial instruments is determined using discounted cash flow analysis.

NOTE 50:

All the title deeds of immovable properties are held in the name of the Company.

The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

NOTE 54:

Term loan taken from the banks are utilized for the purpose for which they were granted.

NOTE 55:

During the year, Company has not come across any transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(b) Defined Benefit Plans:

Gratuity

The Company has a defined benefit gratuity plan (funded and non funded).The Company’s defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.

NOTE 59: SEGMENT INFORMATION

The Company operates in a single segment as per Indian Accounting Standard (Ind AS) 108. Hence, segment wise reporting is not applicable.

a) Information about major customers:

Revenue from sale of products to largest customers (greater than 10% of total sales) is ' 52,978.28 lakhs for financial year ended March 31,2025 (' 41,200.66 lakhs for financial year ended March 31,2024).

NOTE 60: DIVIDEND

The Board of Directors have recommended a dividend of ' 2 Per equity share of Rs. 2/- each (Previous year ' 1.20 Per equity share of ' 2/- each). The same is subject to the approval of members of the company in the AGM to be held on July 29, 2025.

NOTE 61: STOCK OPTIONS

Stock option scheme was approved by the members in their meeting held on August 13, 2018. In the FY 2021-22, stock options for 99,945 nos. was been granted by the company. In the FY 2022-23, 10,255 nos. of options and in FY 2023-24, 13,882 nos. of options

NOTE 62: MISCELLANEOUS EXPENSES

Miscellaneous expenses under Other Expenses includes CWIP written off of ' 382.16 lakhs (Previous year ' 208.98 lakhs)

NOTE 63: PROVISION FOR WARANTY

A provision is recognised based on actuarial valuation report for expected warranty claims and after sales services on products sold, based on past experience of the level of repairs and returns. It is expected that these costs will be incurred during the warranty period i.e 1 to 6 years (depending on the product) from the date of sale of the product. The provision for warranty cost is revised annually.

NOTE 64:

All the financial assets and financial liabiities are valued at amortized cost. However, considering the materiality of the transactions, the cost/ book value of certain assets such as security deposits, staff loan is considered as the amortized cost.

Note: The remuneration to the related parties does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole. However the gratuity expenses of Mr.Suramya Nevatia and Mrs. Akshada Nevatia are included in the figure of their respective remuneration since their gratuity is provided separately.

All the related party transactions have been entered on arm’s length basis.

Figures in brackets represents previous years figures

NOTE 67: FINANCIAL RISK MANAGEMENT FRAMEWORK

The Company’s principal financial liabilities, comprise loans and borrowings, trade and other payables. The Company’s principal financial assets include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management provides assurance that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees on policies for managing each of these risks, which are summarized below.

A. Credit Risk

Credit risk is the risk that counter party will not meet it’s obligation under a financial instrument or customer contract leading to a financial loss. The Company is exposed to credit risk mainly from trade receivables and other financial assets.

Trade receivables

Customer credit is managed by concerned business manager subject to the Company’s established policy procedures and control related to customer credit risk management.

Each outstanding customer receivables are regularly monitored and if outstanding is above due date the further shipments are controlled and can only be released if there is a proper justification.

The Company evaluates the concentration of risk with respect to trade receivables as medium, as its customers are located in several jurisdictions and industries and operate in largely independent markets and their credit worthiness are monitored at periodical intervals.

B. MARKET RISK

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks - interest rate risk, currency risk and other price risk in a fluctuating market environment. Financial instrument affected by market risks includes loans and borrowings, deposits and other financials assets.

The Company has designed risk management frame work to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

(i) Currency Risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently, the Company is exposed to foreign exchange risk through it’s sales and services in overseas and purchases from overseas suppliers in various foreign currencies. The Currency Risk can be majorly divided into two main categories -

1. Risk of change in Profits due to change in currency rate of Outstanding Trade Payables and Receivables (net of advances)

2. Risk of increased outflows due to change in currency rate of Other Payables.

Foreign Currency Sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other variables held constant. The impact on the Company’s profit before tax and cash flows is due to changes in the fair value of Outstanding Trade Payables and Receivables (net of advances) and the effect not on profit but on cash flow is due to Other Payables. The Company’s exposure to foreign currency changes for all other currencies is not material.

1. The impact on the Company's profit before tax due to changes in the fair value of Outstanding Trade Payables and(ii) Commodity Price Risk

a. The Company is subjected to Commodity Price risk due to the fluctuations in the price of copper. This is procured from domestic suppliers. However, domestic price of the copper is afffected based on the price at the London Metal Exchange (LME) and exchange rates. In case copper prices undergo upward / downward revision due to LME or exchange rate, the price difference are adequately covered by the price variation clause of the order.

b. Exposure of the Company to commodity and commodity risks faced by it throughout the year.

1. Total exposure of the Company to commodities in ' 16,354.56 lakhs

2. Exposure of the Company to various commodities:

3. In majority of orders, company do have price variation clause (PVC) issued by Indian Electrical and Electronics Manufacturers’ Association (IEEMA) which covers all component of cost including commodities and accordingly company do not have any major risk due to fluctuation in commodities price.

(iii) Interest rate risk

The Company manages interest rate risk by having a balanced portfolio of fixed and variable rate of interest on loans and borrowings. To manage this, Company has taken loans from banks which are linked to MCLR rate of the bank, which are variable.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

(iv) Equity Price Risk

The Company is not exposed to equity price risks arising from equity investments since the Company does not have any equity investments.

C. LIQUIDITY RISK

(i) Liquidity risk management

The Company manages liquidity risk by continuously monitoring forecast and actual cash flows on daily, monthly and yearly basis. The Company ensures that there is a free credit limit available at the start of the year which is sufficient for repayments getting due in the ensuing year. Loan arrangements, credit limits with various banks including working capital and monitoring of operational and working capital issues are always kept in mind for better liquidity management.

(ii) Maturities of financial liabilities

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

(iv) Maturities of financial assets

The following table details the Company’s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company’s liquidity risk management as the liquidity is managed on a net asset and liability basis.

NOTE 68: CAPITAL MANAGEMENT

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to safeguard it’s ability to continue as a going concern and to optimize returns to shareholders. The Company monitors the amount of Capital in proportion to risk and manage the capital structure in light of changes in economic conditions and risk characteristics of underlying assets. The Company’s objective when managing capital is to maintain an optimal structure so as to maximize shareholder value. The Company takes and will take appropriate steps in order to maintain, or if necessary adjust it’s capital structure.

NOTE 69: ADDITIONAL REGULATORY INFORMATIONa. Details of Benami Property:

The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

b. Details of Crypto Currency or Virtual Currency:

The Company have not traded or invested in Crypto currency or Virtual Currency during reporting periods.

c. Utilisation of Borrowed Funds and Share Premium (as per MCA Circular H/2022)

The Company has not advanced or loaned or invested any funds (either from borrowed funds or share premium or any other sources) to any other person(s) or entity(ies), including foreign entities (intermediaries), with the understanding (recorded or otherwise) that the intermediary shall:

i) directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries), or

ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Company has also not received any funds from any such person(s) or entity(ies) with the understanding that the Company shall, directly or indirectly:

i) lend or invest in other persons or entities identified by or on behalf of the funding party (Ultimate Beneficiaries), or

ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

d. Details of unrecorded transactions:

The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

e. Details of compliances as per Companies Act 2013:

(i) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(ii) The Company is not declared as a wilful defaulter by any bank or financial institution or other lender during the any reporting period.

(iii) There are no scheme of arrangements which have been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013 during the reporting periods.

(iv) During the reporting periods, the Company does not have any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment granted to promoters, directors, KMPs and related parties as per the definition of Companies Act, 2013.

f. During the year ended March 31, 2025, the Company has not revalued any property, plant and equipment and intangible assets.

g. The Company has not received any borrowings from banks or financial institutions that were not used for the specific purpose for which they were borrowed at the balance sheet date.

NOTE 70:

The Company has used accounting software for maintaining its books of account for financial year ended March 31,2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in such software. Further, no instance of audit trail feature being tampered with was noted in respect of the accounting software.

NOTE 71: EVENTS AFTER THE REPORTING PERIOD

A wholly owned subsidiary named Coincade Studios Private Limited has been incorporated in India on April 15, 2025. It will be involved in developing cutting-edge products and solutions in Information Technology (IT), Artificial Intelligence (AI), Web3, and varied software.

NOTE 72: INCORPORATION OF SUBSIDIARY DURING THE YEAR

A wholly-owned subsidiary named Hirect FZ-LLC was incorporated in the UAE on November 21,2024. Hirect FZ-LLC is set up as a subsidiary of Hind Rectifiers Limited to become more customer-focused and leverage the growth opportunities in the international market. The Company will deal in Power Generation, Transmission & Distribution Equipment, Trading, Heavy Equipment & Machinery, Spare Parts, Electronic Card Wholesale, Industrial Plant Equipment & Spare Parts Trading, Wholesale of Non-ferrous Metal.

NOTE 73:

Previous year’s figures are regrouped and rearranged wherever necessary.

NOTE 74:

The Financial Statements were authorised for issue by the directors on May 5, 2025.