Our Directors are pleased to present the 40^th (Fortieth) Annual Report on the business and
operations of the Company, together with the Audited Financial Statements for the financial year
ended 31^st March, 2025.

1. FINANCIAL RESULTS

The Company's financial results for the financial year ended on the 31^st March, 2025 are as under:

2. RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that the profits earned during the financial year must be retained and
redeployed for the operations of the Company. As the Company needs further funds to enhance
its business operations, to upgrade the efficiency and to meet out the deficiencies in working
capital, the Directors do not recommend any dividend on equity shares for the financial year 2024¬
25.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business in the financial year under review.

5. SHARE CAPITAL

a) Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2025 stood at Rs. 12,00,00,000/-
(Rupees Twelve Crore only) divided into 1,20,00,000 (one Crore Twenty Lakh) equity shares of Rs.
10/- (Rupees Ten only) each.

During the financial year 2024-25, the Authorized Share Capital of the Company has been
increased from Rs. 6,00,00,000/- to Rs. 12,00,00,000/-.

b) Paid-up Share Capital

The Paid-up Share Capital of your Company as on March 31, 2025 stood at Rs. 8,82,00,000/-
(Rupees Eight Crore Eighty Two Lakh only) divided into 88,20,000 (Eighty Eight Lakh Twenty
Thousand) equity shares of Rs. 10/- (Rupees Ten only) each.

During the financial year 2024-25, the Paid up Share Capital of the Company has been increased
from Rs. 6,00,00,000/- to Rs. 8,82,00,000/- by way of issue and allotment of 28,20,000 (Twenty Eight
Lakh Twenty Thousand) equity shares on preferential basis pursuant to conversion of warrants
and as on the date of this report the paid-up share capital of the Company is Rs. 9,50,00,000/-.

c) Warrants

The Company has allotted 48,00,000 (Forty Eight Lakh) convertible warrants on 21^st June, 2024 on
preferential basis at an issue price of Rs. 37/- (Rupees Thirty Seven only) each including premium
of Rs. 27/- (Rupees Twenty Seven only).

During the financial year 2024-25, the company has converted 28,20,000 (Twenty Eight Lakh
Twenty Thousand) warrants into equity shares. Post closure of financial year, 6,80,000 (Six Lakh
Eighty Thousand) warrants have been converted into equity shares. As on the date of this Report,
the balance 13,00,000 (Thirteen Lakh) warrants remain outstanding and are eligible for conversion
within the prescribed period.

6. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED
/ RESIGNED

As on 31^st March, 2025, the composition of Board of Directors and KMPs was as follows:

During the year under review:

• Ms. Jhansi Lakshmi Adivishnu has resigned from the Directorship w.e.f 13^th December,
2024.

• Mr. Veera Venkata Ramana Varma Mudunuri was appointed as an Additional (Non¬
executive and Independent) Director of the Company w.e.f 13^th December, 2024.

Further, post closure of the financial year, following changes took place:

• Mr. Rajeev Ramchandra Padhye has resigned from the Directorship w.e.f 28^th April, 2025.

• Mr. Mridul Tripathi was appointed as Chief Financial Officer of the Company w.e.f 29^th
May, 2025

• Ms. Srivalli Tirokuvalluri was appointed as an Additional Director (Non-Executive) of the
Company w.e.f 11^th August, 2025

• Mr. Bhanu Dinesh Alava was appointed as an Additional (Non-executive and
Independent) Director of the Company w.e.f 11^th August, 2025

• Mr. Veera Venkata Ramana Varma Mudunuri was re-designated as Additional (Non¬
executive and Non-Independent) Director of the Company w.e.f 11^th August, 2025

Furthermore, Mr. Veera Venkata Ramana Varma Mudunuri, Ms. Srivalli Tirokuvalluri and Mr.
Bhanu Dinesh Alava are proposed to be regularized as Directors in the ensuing Annual General
Meeting of the Company.

Also, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Sandeep Copparapu, Director is liable to retire by rotation at the ensuing
Annual General Meeting of the Company. Your Board of Directors commends his re-appointment.

7. MEETINGS

The Board met Eleven (11) times during the financial year 2024-25. The intervening gap between
any two Meetings was within the period prescribed by the Companies Act, 2013.

8. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of your Company
confirming that:

a) They meet the criteria of independence prescribed under the Act and the SEBI Listing
Regulations.

b) They have registered their names in the Independent Directors' Databank.

c) They are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties as Independent
Directors of the Company.

d) They have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act.

9. STATEMENT OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR

In the opinion of the Board, the Independent Directors hold the highest standard of integrity and
possess the requisite qualifications, experience, expertise and proficiency.

10. PERFORMANCE EVALUATION

In pursuance of the provisions of the Act, the evaluation of performance of the Board as a whole,
Committees of the Board, Directors individually and Chairperson of the Company was carried out
for the financial year 2024-25. The performance of each Director has been evaluated by Nomination
and Remuneration Committee.

11. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

In terms of provisions of Section 178 of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for
selection and appointment of Directors, Key Managerial Personnel, Senior Management and their
remuneration. The said policy is available on the website of the Company at www.hiliks.com.

12. STATUTORY AUDITORS

M/s. A S K M & Co., Chartered Accountants (FRN: 012799S) was appointed as the Statutory
Auditor of the Company at 37^th Annual General Meeting (AGM) held on 30^th September, 2022 for
a period of five years to hold office from the conclusion of 37^th AGM until the conclusion of the
42^nd AGM of the Company. The Auditors have confirmed that they are not disqualified from
continuing as Auditors 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.

13. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

There were no frauds reported by Auditors under sub-section (12) of Section 143 which have
occurred during the financial year 2024-25.

14. SECRETARIAL AUDITOR

M/s. Jain Alok & Associates, Practicing Company Secretaries conducted the Secretarial Audit for
the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March,
2025 is annexed herewith as Annexure-A which forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 contains certain
observations and qualifications. The observations, qualifications and clarification by the Board are
as follows:

Observation 1: The Company has made the delayed payment of Annual Listing Fees to BSE
Limited and MSEI Limited for the financial year 2024-25.

Clarification: It was inadvertently delayed. The Company will comply the same in future in timely
manner.

Observation 2: The Company has made the delay of 2 days in submission of Shareholding Pattern
to BSE Limited and Metropolitan Stock Exchange of India Limited (MSEI) for the quarter ended
31st March, 2024 as required under Regulation 31 of the SEBI (LODR) Regulations, 2015.
Accordingly, the Company has paid SOP fine of Rs. 2,360/- to BSE Limited and MSEI on 28^th May,
2024 under Regulation 31 of the SEBI (LODR) Regulations, 2015 for March, 2024 quarter;

Clarification: Due to payment reconciliation issues with Central Depository Services (India)
Limited (CDSL), the Benpos of equity shares as on 31^st March 2024 was temporarily blocked by the
CDSL and subsequently released on 22^nd April 2024. As a result, the Shareholding Pattern for the
quarter ended 31^st March 2024, as required under Regulation 31 of SEBI (LODR) Regulations, 2015,

was filed on 23^rd April 2024, with a delay of 2 days.

Observation 3: The Company has published the approved financial results for the quarter ended
31st March, 2024 in both English and vernacular language newspapers with a delay of 3 days and
4 days respectively in violation of Regulation 47 of the SEBI (LODR) Regulations, 2015

Clarification: It was inadvertently delayed. The Company will comply the same in future in timely
manner.

Observation 4: The Company was required to publish the notice of postal ballot in Marathi
newspaper in Marathi Language as per Regulation 47 of the SEBI (LODR) Regulations, 2015.
However, it was published English Language.

Clarification: The Company acknowledges the discrepancy and ensures proper compliance of the
requirements in future.

Observation 5: The Company has made the delayed submission of SDD compliance certificate to
BSE Limited and MSEI for the quarter ended 31st March, 2024 as required under Regulation 3 of
the SEBI (PIT) Regulations, 2015 and BSE Circular No. 20230329-21 dated 29th March, 2023.

Clarification: It was inadvertently delayed. The Company will comply the same in future in timely
manner.

Observation 6: The Company did not have the minimum required independent directors till 12^th
December, 2024 as required under the provisions of Section 149(4) of the Companies Act, 2013;

Clarification: The Company had made continuous efforts to identify a suitable candidate to fill the
vacancy of Independent Director. Once the appropriate candidate was identified by the
management, the appointment was made effective from 13^th December, 2024, thereby complying
the provisions of Section 149(4) of the Companies Act, 2013.

Observation 7: The composition of Audit Committee and Nomination and Remuneration
Committee were not as per the provisions of Section 177 and 178 of the Companies Act, 2013
respectively till 12^th December, 2024

Clarification: The Company had tried to find Independent Director to fill the casual vacancy,
however could not find a suitable person. Once the appropriate candidate was identified by the
management, the appointment was made effective from 13^th December, 2024 and the provisions of
Section 177 and 178 of the Companies Act, 2013 has been duly complied with.

Observation 8: The Company did not have the Chief Financial Officer (CFO) as required under
Section 203 of the Companies Act, 2013 during the period under review

Clarification: The Company had tried to find Chief Financial Officer to fill the casual vacancy, but
a suitable candidate could not be identified. However, the said vacancy has since been duly filled
with effect from 29th May, 2025.

Observation 9: Pursuant to the provisions of Section 149(1) of the Companies Act, 2013, there was
a causal vacancy in the office of women director from 13th December, 2024 till 10th August, 2025

Clarification: The Company had tried to find the suitable person to fill the casual vacancy and the
same has been filled on 11^th August, 2025.

Observation 10: During the financial year 2024-25, the Company has filed all the ROC forms within

time, except the forms listed in Annexure-2 of this report

Clarification: It was inadvertently missed and delayed. The Company will comply the same in
future in timely manner.

The management of the Company assure you to comply all the provisions of the applicable law in
true spirit in future and is under process of making all the default good.

15. INTERNAL AUDITOR

The Board of Directors of the Company had appointed M/ s. Rangana Siva & Associates as an
Internal Auditor of the Company for the financial year 2024-25 to conduct the Internal Audit for
ensuring the orderly and efficient conduct of its business under the provisions of Companies Act,
2013 and rules made thereunder. The scope, functioning, periodicity and methodology for
conducting internal audit were approved by the board of directors.

The report of the Internal Auditor has been considered by the Board of Directors of the Company
for the financial year 2024-25.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE
COMPANIES ACT, 2013

The details of the loan given by the Company covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the financial statements. Further, the Company has
not made any investment or given any guarantee during the financial year.

17. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S
188(1) OF THE COMPANIES ACT, 2013

The Company did not enter into a contract or transaction which would fall under the purview of
Section 188 of the Companies Act, 2013. Further, the Company had not entered into any contract
/ arrangement / transaction with related parties which could be considered material and which is
required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore, Form AOC-2 is not
applicable.

18. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATES FOR THE COMPANY

The Company did not have any Subsidiary, Joint Venture, or Associate Company during the
financial year. Further, post closure of the financial year and up to the date of this report, the
Company has the following subsidiaries:

i. Hiliks Technologies Inc.

ii. Hiliks Greens Private Limited

The Companies are yet to commence its operations.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There has been no material change or commitment, affecting the financial position of the Company
which have occurred between March 31, 2025 and the date of this report.

20. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2025

A) The composition of Audit Committee of the Company is as follows:

B) The composition of Nomination & Remuneration Committee of the Company is as follows:

C) The composition of Stakeholder Grievance Committee of the Company is as follow:

*Mr. Rajeev Ramchandra Padhye has rsigned from the Board w.e.f. 28^th April, 2025.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There was no such order passed by the Regulators or Courts against the Company during the
financial year which would impact the going concern status of the Company and its future
operations.

22. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available at
the registered office of the Company. The members may obtain the same.

23. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014

No directors/employees of the Company was in receipt of amount exceeding a salary of Rs.
8,50,000/-per month or more when employed for a part of the year or Rs. 1,02,00,000/- per annum
or more when employed for whole of the year, under the provisions of Rule 5(2) & (3) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. BUSINESS RISK MANAGEMENT

The prospects for the Company's business are dependent upon economic and industrial growth
as well as resources available for implementation of liberalization policies of the Government.

Adverse changes and delays of lack of funds can affect the business prospects of the Industry and
the Company.

Risk Management is an integral part of the Company's business strategy. The Risk Management
oversight structure includes Committees of the Board and Senior Management Committees. The
Risk Management Committee of the Board ("RMC") reviews compliance with risk policies,
monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and
provides oversight of risk across the organization. The RMC nurtures a healthy and independent
risk management function to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk,
Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk
Management for various Risks.

25. INTERNAL CONTROL SYSTEMS

The Company's internal control system is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with
laws and regulations. The internal control system is supported by an internal audit process for
reviewing the adequacy and efficacy of the Company's internal controls, including its systems and
processes and compliance with regulations and procedures.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit
Committee of the Board which also reviews the adequacy and effectiveness of the internal controls
in the Company. The Company's internal control system is commensurate with the size, nature
and operations of the Company.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year 2023-24. The Board of Directors are
under discussion to derive a mechanism through which fraud risk, including corrective and
remedial actions as regards people and processes can be determined and implemented.

27. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent
and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee
Engagement. The Company's Human Resources is commensurate with the size, nature and
operations of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 was not applicable to the Company
during the financial year 2024-25.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

30. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year.
There is no unclaimed or unpaid deposit lying with the Company.

31. ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 shall be placed at its website:
www.hiliks.com.

32. LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited and Metropolitan Stock Exchange of
India Ltd.

33. DEMATERIALIZATION OF SHARES

As on 31^st March, 2025, a total of 83,00,730 equity shares representing 94.11% of the equity share
capital have been dematerialized.

34. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2)
of Regulation 46 and Para C to E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 are not applicable to the Companies having paid up equity share
capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25 crores as on the last day of
the previous financial year. The Company's paid up equity share capital as on 31^st March, 2025
was Rs. 8.82 crores which is less than Rs. 10 crores and the Net worth was Rs. 20.45 crores which
is less than Rs. 25 crores.

35. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. The Company has in place
a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder for prevention and redressal of complaints of sexual harassments at workplace.

A Complaints Committee has been set up to redress complaints received. There was no complaint
received from any employee during the financial year 2024-25 and hence no complaint is
outstanding as on March 31, 2025 for redressal.

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company is committed to ensuring a
safe, inclusive, and supportive workplace for women employees. All eligible women employees
are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961,
including paid maternity leave, nursing breaks, and protection from dismissal during maternity
leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on
the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the
spirit and letter of the legislation.

37. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014:

(A) Conservation of Energy

i. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematically
mentioned and corrective measures are taken whenever required immediately.

ii. Additional investment, and proposals, if any, being implemented.

At present the company has no proposal to make any substantial investments for further reduction
of consumption of energy. However, regular up-gradation of facilities is being done as and when
required. The Company has been able to control its energy cost substantially.

Total Energy consumption & energy consumption per unit of Production are prescribed in form¬
A

(B) Technology Absorption: The Company is carrying on Research and Development in a routine
manner along with its business activities. The initiatives taken by the Company have resulted in
lower cost of energy consumption. Company has already absorbed technology fully.

Research, Development and improvement of products are an in built and on-going activity within
the existing manufacturing operations of the Company. Expenditure on R&D is not separately
allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent any foreign
exchange during the year under review.

38. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of
the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2025,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements have been
selected and applied consistently and judgement 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 the Company
as at March 31, 2025 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, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

39. DETAILS OF THE LOAN RECEIVED BY THE COMPANY FROM ITS DIRECTOR OR
RELATIVE OF THE DIRECTOR

The Company has not received any amount by way of loan from its Director or relative of the
Director during the financial year 2024-25.

40. OTHERS

The Board of Directors state that no disclosures or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

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

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

c) Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year- There is no such proceedings.

d) The details of the difference between the amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons-Not Applicable.

41. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions,
Government Authorities customers, members, dealers, vendors, banks and other business partners
for the excellent support received from them during the year. The Directors place on record their
sincere appreciation to all employees, executives, staff and workers of the Company for their
unstinted commitment and continued contribution to the Company.

By order of the Board

For Hiliks Technologies Limited

Sd/- Sd/-

Sandeep Copparapu Nagavenkata Padma Bhaskar Vedanabhatla

(Whole Time Director) (Director)

DIN: 08306534 DIN: 08105714

Place: Mumbai
Date: 11-08-2025