Hariom Pipe Industries Ltd

Dear Shareholders,

The Board of Directors are pleased to present the 18th Annual Report on the business and operations of the Company (''the Company'' or 'HPIL'), together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025 (FY 2024-25).

1. FINANCIAL PERFORMANCE AND OPERATIONS

(i) Financial Results

The Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ('IND AS') and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and the provisions of the Companies Act, 2013 ('Act').

The key highlights of Standalone and Consolidated financial performance for the financial year ended March 31, 2025, as compared with the previous financial year is summarized below:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24*
Revenue from operations	1,35,704.88	1,15,318.77	1,35,704.88	1,15,318.77
Other income	289.47	519.71	289.47	519.71
Total Revenue	1,35,994.35	1,15,838.47	1,35,994.35	1,15,838.47
Profit before Depreciation, Finance Costs and Tax Expense	17,832.07	14,379.14	17,832.07	14,379.14
Less: Depreciation	5,030.61	3,386.58	5,030.61	3,386.58
Less: Finance Cost	4,491.24	3,256.32	4,491.24	3,256.32
Profit/(Loss) before Tax (PBT)	8,310.22	7,736.25	8,310.22	7,736.25
Total Tax Expenses	2,137.62	2,056.30	2,137.62	2,056.30
Profit/(Loss) after Tax (PAT)	6,172.60	5,679.95	6,172.60	5,679.95

* Note: The Consolidated Financial Statements include the financial statements of Hariom Power and Energy Private Limited, a wholly owned Indian subsidiary incorporated on March 19, 2025. As the subsidiary was incorporated during the current financial year, the comparative figures for the previous year represent the standalone financial statements of the parent company only and are therefore not comparable.

(ii) Operational Review

During the year under review, the Company has registered a total income of Rs.1,35,994.35 Lakhs, reflecting a robust growth of 18% as against H 1,15,838.47 Lakhs in the previous financial year. The Net Profit for the year stood Rs.6,172.60 Lakhs, marking an increase of 9% as against the Net Profit of Rs.5,679.95 Lakhs in the previous financial year. The Earnings Per Share (EPS) for the year was Rs.20.25/-.

The Company is focusing on sustainable manufacturing practice, actively engaging with customers to nurture long- term partnerships while also exploring opportunities to establish new relationships. The Board of Directors are optimistic about the expansion of the market and believes that the continued emphasis on sustainable manufacturing process will contribute positively to the Company's performance and revenue growth in the coming years.

2. DIVIDEND

The Board of Directors is pleased to recommend a dividend @6.1%, i.e. Rs.0.61/- (Sixty-One Paisa only) per equity share of face value of Rs.10/- each, as final dividend for the FY 2024-25, subject to the approval by the Shareholders at the ensuing Annual General Meeting. The payment of dividend will be subject to deduction of applicable taxes and shall be payable to those Shareholders whose name appears in the Register of Members (including Beneficial Owners)

as on the record date i.e., September 23, 2025. The final dividend for the FY 2024-25 would involve cash outflow of Rs.1,88,90,046.29/- (Rupees One Crore Eighty-Eight Lakhs Ninety Thousand Forty-six and twenty-nine paise only).

The Dividend Distribution Policy, pursuant to Regulation 43A of SEBI Listing Regulations has been hosted on the Company's website and can be accessed at https://www.hariompipes. com/pdf/policies/Dividend-Distribution-Policy.pdf

3. TRANSFER TO RESERVES

During the year under review, no amount was proposed to be transferred to any reserves.

4. SHARE CAPITAL

(i) Authorized Capital

During the year under review, the Authorized Share Capital of the Company was increased from Rs.40,00,00,000/- to Rs.50,00,00,000/-. The Authorized Share Capital of the Company is Rs.50,00,00,000/- (Rupees Fifty Crores only) divided into 4,66,83,800 (Four Crore Sixty-Six Lakhs Eighty- Three Thousand and Eight Hundred) Equity Shares of Rs.10/- (Rupees Ten only) each and 33,16,200 (Thirty-Three Lakhs Sixteen Thousand and Two Hundred) 0% Series A redeemable Non-Cumulative Preference Shares of Rs.10/- (Rupees Ten only) each as on March 31, 2025.

(ii) Paid-up Capital

During the year under review, the Paid-up Share Capital of the Company was increased from Rs.31,81,51,260/- to Rs.33,91,72,890/-. The total Paid-up Share Capital of the Company is Rs.33,91,72,890/- (Thirty-Three Crore Ninety- One Lakhs Seventy-Two Thousand Eight Hundred and Ninety only) divided into 3,09,67,289 (Three Crore Nine Lakhs Sixty Seven Thousand Two Hundred and Eighty Nine) Equity Shares of Rs.10/- each and 29,50,000 (Twenty Nine Lakhs Fifty Thousand) Preference Shares of Rs.10/- each as on March 31, 2025.

a) The Board of Directors vide resolution passed by circulation on June 24, 2024 has allotted 20,93,825 Equity Shares at an issue price of Rs.345/- each (i.e., of the face value of Rs.10/- each and at a premium of Rs.335/- each), consequent to the exercise of 20,93,825 Convertible Warrants allotted on preferential basis.

b) The Board of Directors vide resolution passed by circulation on September 30, 2024 has allotted 8,338 Equity Shares at an issue price of Rs.345/- each (i.e., of the face value of Rs.10/- each and at a premium of Rs.335/- each), consequent to the exercise of 8,338 Convertible Warrants allotted on preferential basis.

5. PREFERENTIAL ISSUE

The Shareholders of the Company, at the Extraordinary General Meeting held on February 20, 2023, approved the issuance of 21,44,000 Equity Shares and 33,71,000 Convertible Warrants on a preferential basis at an issue price of Rs.345/- each. In-principal approval for the said issuance were received from BSE Limited and National Stock Exchange of India Limited on March 24, 2023 and March 27, 2023, respectively, for the allotment of 21,43,500 Equity Shares and 33,69,500 Convertible Warrants.

During the year under review, the Company further allotted 20,93,825 and 8,338 Equity Shares on June 24, 2024 and September 30, 2024 respectively pursuant to the conversion of warrants issued on preferential basis.

In accordance with the terms of the issue, 375 and 6,340 convertible warrants issued to the allottees pursuant to Board Resolution dated March 31, 2023 and April 06, 2023, which were partly paid and entitled the holders to apply for equity shares within the prescribed period, have lapsed on September 30, 2024, and October 6, 2024, respectively, due to non-exercise within the stipulated time. As per the terms of issue, the upfront amount received on such warrants stands forfeited and shall be credited to the Capital Reserve under Other Equity in the books of account. No equity shares will be allotted against the said warrants.

The funds raised through the aforementioned preferential issue are being utilized by the Company towards meeting the Company's working capital requirements. There has been no deviation or variation in the stated use of proceeds, during the year under review.

6. CHANGE IN THE NATURE OF THE BUSINESS,

IF ANY

During the year under review, there is no change in the nature of the business of the Company.

7. DEPOSITS FROM PUBLIC

During the year under review, the Company has neither accepted nor renewed any deposits pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 including any modification, amendment and re-enactment thereto for the time being in force from the public.

8. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

During the year under review, the Company did not have any Joint Ventures or Associate Companies. However, the Company has one (1) subsidiary company in the name of 'Hariom Power and Energy Private Limited' which was incorporated on March 19, 2025, as a wholly owned subsidiary of the Company.

A statement containing the salient features of the financial statements of the subsidiary for the financial year ended March 31, 2025, in the prescribed Form AOC-1 (Pursuant to first proviso to sub-Section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014) as amended from time to time, is annexed as 'BR_Annexure - I' to this Annual Report.

The policy for determining material subsidiaries of the Company has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/ Material%20Subsidiarv%20Policv%20-%20Updated.pdf.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed report on the Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V (B) of the SEBI Listing Regulations is presented in a separate section and forms part of this Annual Report. The Audit Committee of the Company has reviewed the Management Discussion and Analysis Report in accordance with the provisions of SEBI Listing Regulations for the financial year ended March 31, 2025.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year ended March 31, 2025, pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time are annexed as 'BR_Annexure - II' to this Annual Report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of Seven (7) Directors with an optimum combination of Executive, Non- Executive and Independent Directors including two Women Directors and three Independent Directors. The details of Board of Directors and Committee composition, tenure of Directors, number of meetings and other details are provided in the Corporate Governance Report which forms a part of this Annual Report.

a) Directors Retiring by Rotation

I n compliance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mr. Soumen Bose, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment. Brief profile of Mr. Soumen Bose has been provided in the notice and forms a part of this Annual Report.

b) Appointment/Re-appointment/Change in Designation of Director

During the year under review, there were no changes in the Board of Directors of the Company.

c) Key Managerial Personnel

I n compliance with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no changes in the Key Managerial Personnel of the Company during the year under review.

As on March 31, 2025, the Company has following Key Managerial Personnel:

S. No.	Name of KMP	Designation
1.	Mr. Rupesh Kumar Gupta	Managing Director
2.	Mr. Sailesh Gupta	Whole-time Director
3.	Mr. Amitabha Bhattacharya	Chief Financial Officer
4.	Mrs. Rekha Singh	Company Secretary & Compliance Officer

Remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

d) Meetings of the Board

During the year under review, seven (7) meetings of the Board of Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The details of Board of Directors meetings and other details are provided in the Corporate Governance Report which forms a part of this Annual Report.

e) Independent Directors

(i) Statement of Declaration given by Independent Directors:

In compliance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, all the Independent Directors have submitted the Declaration of Independence, stating that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, with respect to their name appearing in the data bank of Independent Directors maintained with Indian Institute of Corporate Affairs.

(ii) Meeting of Independent Directors

Meeting of the Independent Directors, held without the presence of Non-Independent Directors and Members of Management took place on March 31, 2025. The Independent Directors inter-alia has reviewed and evaluated the performance of Non-Independent Directors, the Committees, the Managing Director and the Board of Directors as a whole, along with the performance of the Chairperson of the Board of Directors and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board of Directors, that is necessary to effectively and reasonably perform their duties.

(iii) Familiarization Programmes for Independent Directors

In accordance with the requirements of SEBI Listing Regulations, all the Independent Directors are familiarized with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of the familiarization programme imparted to Independent Directors of the Company during FY 2024-25 has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/details-of-familiarization-programmes/familiarization-and-induction-program- for-independent-directors-2024-25.pdf.

f) Committee of the Board and details of meetings

The various Committees constituted by the Board of Directors, as stipulated under the Companies Act, 2013 and SEBI Listing Regulations are as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee;

(iv) Corporate Social Responsibility (CSR) Committee; and

(v) Risk Management Committee.

All the recommendations made by the Committees of Board of Directors including the Audit Committee were accepted and approved by the Board of Directors.

During the year under review, six (6) meetings of the Audit Committee, one (1) meeting of Nomination and Remuneration Committee, one (1) meeting of Stakeholders Relationship Committee, one (1) meeting of Corporate Social Responsibility (CSR) Committee and two (2) meetings of Risk Management Committee were convened and held. Brief details pertaining to composition, terms of reference, meetings held and attendance of these Committees, during the year has been enumerated in the Corporate Governance Report, which forms a part of this Annual Report.

g) Appointment of Directors and Remuneration Policy

The assessment and appointment of Directors are based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualifications, required for the position. The potential Independent Director are also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, and on recommendations of Nomination and Remuneration Committee, the Board of Directors has formulated and adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management that outlines the guidelines related to performance evaluation of Directors, remuneration principles and Board of Directors diversity, the policy has been hosted on the Company's website and can be accessed at https://www.hariompipes. com/pdf/policies/Board-Diversitv-Policv.pdf.

12. BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI Listing Regulations, an evaluation of the annual performance of the Board of Directors, its Committees and Individual Directors were undertaken by the Board of Directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee of the Board of Directors ('NRC') has put in place evaluation framework for conducting the performance evaluation exercise.

Based on the criteria set by NRC, the Board of Directors has carried out annual evaluation of its own performance, its committees and individual Directors for FY 2024-25.

The performance evaluation of the Board of Directors was conducted based on key attributes such as composition, administration, corporate governance, independence from Management, safeguarding the interest of the Company and its minority Shareholders etc. Parameters for evaluation of Directors included constructive participation in meetings and engagement with colleagues on the Board of Directors. Similarly, the Committees were evaluated on parameters such as adherence to their terms of the mandate, deliberations on key issues, reporting to Board of Directors etc. Evaluation of the Chairperson was focused on the basis of his leadership, guidance to the Board of Directors and overall effectiveness. The Directors expressed their satisfaction with the evaluation process.

In a separate meeting held by the Independent Directors, a comprehensive evaluation was conducted on the performance of the Non-Independent Directors, the Board of Directors as a whole, and the Chairperson of the Board of Directors.

13. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company during the year under review, were in the Ordinary Course of Business and at an Arm's Length basis and were reviewed and approved by the Audit Committee and the Board of Directors. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions are presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details of Related Party Transactions are given in the Notes to Financial Statements which forms a part of this Annual Report.

I n compliance with the requirements of the SEBI Listing Regulations, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board of Directors has been hosted on the Company's website and can be accessed at https://www. hariompipes.com/pdf/policv-on-related-party-transaction.pdf

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as 'BR_Annexure - III' to this Annual Report.

14. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the various provisions of all Secretarial Standards, including amendments thereto, as issued by the Institute of Company Secretaries of India ('ICSI').

15. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Directors state that:

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

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and the statement of profit and loss of the Company for the financial year ended March 31, 2025;

c. They had taken proper and sufficient care 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. They had prepared the annual accounts for the financial year ended March 31, 2025 on a 'going concern basis';

e. They had laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

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

16. AUDITORS AND AUDIT REPORT

(i) Statutory Auditors and Statutory Auditor's Report

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. R Kabra & Co. LLP, Chartered Accountants (Firm Registration No. 104502W/W100721) were appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 14th Annual General Meeting held on September 14, 2021 till the conclusion of 19th Annual General Meeting of the Company to be held in the year 2026.

The Independent Auditors' Reports issued by M/s. R Kabra & Co. LLP, Chartered Accountants, Statutory Auditors of the Company on the Financial Statements (Standalone and Consolidated) for the FY 2024-25 is unmodified and do not contain any qualification, reservation, or adverse remark or disclaimer. The Statutory Auditor's Report is enclosed with the Financial Statements and forms a part of this Annual Report.

Reporting of Frauds by Auditors

During the year under review, there is no instance of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

(ii) Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Company has to maintain the cost accounts and records, as specified by the Central Government. These cost accounts and records are subject to an audit by a Cost Accountant.

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s. Sheshadri & Associates, Cost Accountants, (Firm Registration No. 101476) as the Cost Auditors of the Company for conducting the cost audit for the FY 2025-26. The necessary consent letter and certificate of eligibility was received from the cost auditors confirming their eligibility to be reappointed as the Cost Auditors of the Company. Further, a resolution seeking shareholders' approval for ratifying the remuneration payable to the Cost Auditors for the FY 2025-26 has been included in the notice convening 18th Annual General Meeting for their ratification.

The Cost accounts and records as required to be maintained under Section 148(1) of the Companies Act, 2013 are duly made and maintained by the Company.

Cost Audit Report

The Cost Audit Report for the FY 2024-25 shall be filed with the Central Government within the stipulated timeline.

Maintenance of Cost Records

The provisions of Cost Records are applicable to the Company and the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) Section 148 of the Companies Act, 2013.

(iii) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors have approved the appointment of M/s. VSSK & Associates, a Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years, commencing from the conclusion of the ensuing 18th Annual General Meeting until the conclusion of 23rd Annual General Meeting to be held in the year 2030, subject to the approval of the shareholders at ensuing Annual General Meeting.

M/s. VSSK & Associates, have given their consent to act as Secretarial Auditors of the Company and confirmed that their proposed appointment, if approved, would be within the prescribed limits under the Companies Act, 2013, the Rules made thereunder and SEBI Listing Regulations. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI Listing Regulations, a Secretarial Audit Report for FY 2024-25 given by the Secretarial Auditors in prescribed Form No. MR-3 is annexed as 'BR_Annexure - IV' to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Annual Secretarial Compliance Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI Listing Regulations, an Annual Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s. VSSK & Associates, Secretarial Auditors and submitted to the stock exchanges.

(iv) Internal Auditors and Internal Audit Report

Pursuant to the provisions of Section 138 and other applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. Ravi Ladia & Co., Chartered Accountants (Firm Regn. No.014255s), as an Internal Auditors of the Company for the FY 2025-26. M/s. Ravi Ladia & Co., have confirmed their willingness to be re-appointed as an Internal Auditors of the Company and are submitting their reports on quarterly basis.

17. CREDIT RATINGS

During the year under review, CRISIL Ratings Limited has assigned the following rating vide its letter dated March 29, 2025, to the Company:

Facility	Tenure	Previous Rating	Current Ratings
Fund Based	Long-Term	CRISIL A-/Stable	CRISIL A-/Stable
Non-Fund Based	Short-Term	CRISIL A2+	CRISIL A2+

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

I n compliance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has constituted Corporate Social Responsibility (CSR) Committee of three Directors, Mr. Rupesh Kumar Gupta, Mr. Sailesh Gupta and Mr. Pramod Kapoor Kumar. The Chairperson of the committee is an Executive Director. During the year under review, the Company has spent a total sum of Rs.1,20,99,528/- on the CSR activities as approved by the CSR Committee.

Brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as 'BR_Annexure - V' and forms a part of this Annual Report. The said Policy has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/ policies/CSR-Policy.pdf.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, as well as the size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure the reliability of financial reporting, providing timely feedback on the achievement of operational and strategic goals, ensure compliance with policies, procedures, applicable laws and regulations, and assure that all assets and resources acquired are used economically.

20. QUALITY AND SYSTEMS

During the year under review, the Company continues to maintain its certification under the Integrated Management Systems with certifications under ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System), ISO 45001:2018 (Occupational Health & Safety Management System).

21. CODE OF CONDUCT

In compliance with Regulation 17(5) of SEBI Listing Regulations, the Company has a comprehensive Code of Conduct ('the Code') in place applicable to all the Senior Management Personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities.

The Code provides guidance on ethical conduct of business and compliance of law. The Code has been hosted on the Company's website and can be accessed at https://www. hariompipes.com/pdf/code-of-conduct/Code-of-Conduct- for-Board-and-Senior-Management.pdf.

The Board of Directors and Senior Management Personnel have affirmed compliance with the respective Code of Conduct, as applicable to them for the financial year ended March 31, 2025. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, which forms a part of this Annual Report.

22. ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return of the Company for the financial year ended March 31, 2025, has been hosted on the Company's website, which can be accessed at https://www.hariompipes.com/investor- relations-annual-return.php.

23. CORPORATE GOVERNANCE REPORT

The Directors reaffirm their continued commitment to adhere to the highest standards of Corporate Governance. In compliance with the Regulation 34(3) read with Schedule V(C) of SEBI Listing Regulations and Companies Act, 2013, the Corporate Governance Report for the financial year ended March 31, 2025 as stipulated under the SEBI Listing Regulations, forms a part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulations forms a part of this Annual Report.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI Circular SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, the BRSR for the FY 2024- 25, describing the initiatives taken by the Company from an environment, social and governance (ESG) perspective, forms a part of this Annual Report. In addition to the BRSR, the Annual Report of the Company provides an insight on various ESG initiatives adopted by the Company.

25. COMPANY'S POLICIES

The details of the policies approved and adopted by the Board of Directors are provided in the Corporate Governance Report which forms a part of this Annual Report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not given any Loans, Guarantees or made any Investments under Section 186 of the Companies Act, 2013.

27. NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Committee works with the Board of Directors to determine the appropriate characteristics, skills and experience for the Board of Directors as a whole and its individual shareholders with an objective of having a Board of Directors with diverse backgrounds and experience. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. Policy on appointment and removal of Directors, Key Managerial Personnel (KMP), Senior Management and their remuneration, specifying criteria for evaluation of performance and process, has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/policies/ nomination-and-remuneration-policv.pdf

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

I n compliance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a comprehensive Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Whistle Blower Policy aims to encourage Directors, employees and other stakeholders to report any instances of unethical or improper activity, actual or suspected fraud or violation of the Code of Conduct without fear of retaliation. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The aforesaid policy has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/policies/ whistle-blower-policy.pdf.

During the year under review, the Company has not received any complaints under the vigil mechanism.

29. RISK MANAGEMENT POLICY

The Company has instituted a proper mechanism for appropriate identification and establishing controls to effectively manage different kinds of risks. This risk identification exercise is integrated with the annual planning cycle, ensuring both regularity and comprehensiveness. Risks are identified at the strategic, business, operational, and process levels.

The Board of Directors has constituted a Risk Management Committee and formulated a policy on Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI Listing Regulations to frame, implement and monitor the risk management plan and ensuring its effectiveness. The details of the Committee, its terms of reference and meeting details are set out in the Corporate Governance Report, which forms a part of this Annual Report. The Policy on Risk Management of the Company has been hosted on the Company's website and can be accessed at https://www. hariompipes.com/pdf/policies/Risk-Management-Policy- new.pdf.

30. PARTICULARS OF EMPLOYEES

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as 'BR_Annexure - VI' and forms a part of this Annual Report. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules forms a part of this Annual Report. The said information is available for inspection at the registered office of the Company, during working days of the Company up to the date of the ensuing Annual General Meeting.

31. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE

In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated a Code of Internal Procedures and Conduct to regulate, monitor, and report trading by Insiders. This code outlines the guidelines and procedures to be followed, and the disclosures required by insiders when dealing with Company shares, while also warning them of the consequences of non-compliance. The code of conduct has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/ code-ofconduct/Code%20of%20Conduct%20under%20 PIT%20Regulations.%202015.pdf.

Further, the Board of Directors has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('Fair Disclosure Policy'). This code ensures the fair disclosure of events and occurrences that could affect price discovery in the market for the Company's securities, promoting uniformity, transparency, and fairness in dealings with all stakeholders, and ensuring adherence to applicable laws and regulations. The Fair Disclosure Code has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/ policies/Fair-Disclosure-Policy.pdf.

32. POLICY ON SEXUAL HARASSMENT

The Company has always believed in proving a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee ('ICC') has been constituted by the Senior Management. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy which has been hosted on the Company's website and can be accessed at https://www.hariompipes.com/pdf/hariom-posh-policy.pdf.

During the financial year ended March 31, 2025, the status of complaints pertaining to sexual harassment have been reported as follows:

S. No	Particulars	Number
1.	Number of Complaints of Sexual Harassment Received in the Year	0
2.	Number of Complaints disposed of during the year	0
3.	Number of Cases Pending for more than ninety days	0

33. MATERNITY BENEFIT

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961. The Company is committed to foster a supportive and inclusive work environment and regularly monitor the compliances to uphold the rights and welfare of women employees in adherence to all the statutory obligations relating to maternity benefits.

34. LISTING STATUS

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The annual listing fees for the FY 2025-26 have been paid to both the exchanges. The Company has also paid the Annual Custody Fee to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the FY 2025-26.

35. REVISION MADE IN FINANCIAL STATEMENTS/ BOARD'S REPORT

The Company has not made any revisions to the Financial Statements or Board's Report for any of the three preceding financial years.

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

During the year under review, no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status of the Company and its future operations.

37. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016, therefore there are no details of application or proceedings pending to disclose under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

38. MATERIAL CHANGES AND COMMITMENTS

The material events that have occurred after the close of the financial year till the date of this report are as follows:

1. Approval for alternation of the Objects Clause of the Memorandum of Association (MOA) of the Company through postal ballot on April 10, 2025.

2. Approval for the execution of 99 years long-term lease agreement, for land, factory building and plant & machinery owned by M/s. Ultra Pipes and Mr. Sailesh Gupta, at the Board of Directors meeting held on May 09, 2025.

Earlier, the Board of Directors, at its meeting held on May 27, 2024, approved the acquisition of the Operating Assets (Building and Plant & Machinery) of M/s. Ultra Pipes through outright purchase, which was subsequently revised at the Board of Directors meeting held on March 06, 2025 with a 40 years Lease Agreement. The Lease period was further revised to 99 years as aforesaid.

3. Re-designation of Senior Management Personnel: Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors approved the re-designation of the following individual as the Senior Management Personnel of the Company with effect from May 09, 2025:

(i) Mr. Ashish Agarwal has been re-designated as GM Sales & Marketing, Hyderabad Division;

(ii) Mr. Deepak Kumar has been re-designated as CGM Operations, Hyderabad Division;

(iii) Mr. Sathyan Gangadharan has been re-designated as GM Operations, Perundurai, Tamil Nadu Division; and

(iv) Mr. Ramesh K has been re-designated as GM Sales & Marketing, Tamil Nadu Division.

4. Appointment of Mr. Ansh Golas (DIN:11225536) as an Additional Director w.e.f., August 08, 2025 to hold office till the ensuing Annual General Meeting and further appointed as a Whole-time Director (Designated Executive Director) for a period of 3 (three) years w.e.f., August 08, 2025, not liable to retire by rotation, subject to approval of Members at ensuing Annual General Meeting.

5. Increase in the overall limit under Section 180(1)(c) &(a) of Companies Act, 2013 enabling the Company to borrow up to Rs.2,000 Crore including present borrowings, and Creation/Modification of Charge on the movable and immovable properties of the Company, subject to approval of the Members at ensuing Annual General Meeting.

Except as stated above, there are no other material changes and commitments, affecting the financial position of the Company, that have occurred between the close of the financial year ended March 31, 2025 and the date of this Board's Report.

39. GENERAL

During the year under review, the Directors notify that no disclosure or reporting is required in respect of the following items as there were no transactions related to following items:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(iii) The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

(iv) There was no one-time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

40. HUMAN RESOURCE

The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, the Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Company's vision. The Company appreciates the spirit of its dedicated employees.

41. ACKNOWLEDGMENT

The Directors take this opportunity to express their appreciation for the cooperation and continued support received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Governments, Regulators and local bodies. The Directors also wish to place on record their sincere appreciation for the significant contribution made by its employees through their dedication, hard work and commitment at all levels. The Board of Directors look forward to your continued support in the future.

	For and on behalf of the Board
	Hariom Pipe Industries Limited
Sd/-	Sd/-
Rupesh Kumar Gupta	Sailesh Gupta
Managing Director	Whole-time Director
DIN: 00540787	DIN: 00540862
Date: 30-08-2025
Place: Hyderabad