The Company is complied with provisions relating to
the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and following information are submitted.

i. Number of complaints of sexual harassment
received in the year - NIL

ii. Number of complaints disposed off during the
year - NIL

iii. Number of cases pending for more than ninety
days - NIL

There was no incident of fraud reported during the
year under review.

The Board level CSR Committee was constituted
on 12th August 2019. The composition of the CSR
Committee is provided in the Corporate Governance
Report. The CSR policy is placed on the website
of the Company at https://www.hmtindia.com/
policies/.

The average net profits of the Company during
the three immediately preceding financial years is
Rs.2357.55 Lakhs, as such, the Company is required
to spend at least two per cent of Rs.2357.55 Lakhs,
i.e., Rs.47.15 Lakhs on CSR activities during the
FY2024-25 as per the provisions of section 135 (5)
of the Companies Act, 2013.

The CSR Annual report for FY 2024-25 is provided
as Annexure-1 in the format prescribed in the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 and amendments. Details of the CSR
activities undertaken during FY2024-25 are enclosed
as Annexure-IA.

The Board of Directors of the Company constituted
the Risk Management Committee of the Board
on 12.07.2021. The composition of the Risk
Management Committee is provided in the
Corporate Governance Report.

No employees of the Company received
remuneration in excess of the limits prescribed
under Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during the Financial Year
2024-25.

The Subsidiary achieved Sales of Rs.110.77 Crore
during 2024-25 against Rs. 99.70 Crore in the
previous year and registered Production of Rs.96.46
Crore as against Rs. 92.20 Crore in the previous year.
Net loss reported is Rs.160.99 Crore during the year
2024-25 against reported loss of Rs. 155.24 Crore in
the previous year.

The Subsidiary achieved a turnover of Rs. 15.35
Crore during the year 2024-25 as against Rs.17.59
Crore recorded in the previous year 2023-24.
The Subsidiary reported Profit Before Tax (PBT) of
Rs. 1.99 Crore against Rs. 4.81 Crore reported in
previous year.

As per the Cabinet Committee of Economic Affairs
(CCEA) decision during the year 2016, the operation
of HMT Watches Limited, wholly owned Subsidiary
Company, has been closed.

During FY 2024-25, there are no operating sales
or income or expenses as closure activities under
process.

The Joint Venture Company could not transact any
business during the year under review. For the
Financial Year 2024-25, this company incurred Net
Loss of Rs.0.99 lakhs

This Associate Company between HMT Limited and
GIIC Limited discontinued its operations since long.
Now, the Board of Directors of GIIC Limited has
approved for liquidation of GSMTC which will be
subject to approval from Government of Gujarat.
The Board of Directors of the Company has also
approved in-principle for Liquidation of GSMTC
subject to the approval of the Administrative
Ministry. Matter is under process.

Salient features of the financial statement of
subsidiaries/associate companies/joint ventures
are provided in Form AOC-1 in the consolidated
financial statements for the FY2024-25.

The Financial Statements have been prepared
to comply in all material aspects with the Indian
Accounting Standards ("Ind AS") notified under
section 133 of the Companies Act, 2013 read
with Companies (Indian Accounting Standard)
Rules, 2015 and relevant amendment rules issued
thereafter, as applicable to the Company and other
provisions of the Act.

Hon'ble National Company Law Tribunal (NCLT)
vide its Order dated 16.10.2018 has confirmed/
approved reduction in share capital of the Company
from Rs.1204.09 Crores to Rs.355.60 Crores by
reduction of 848490000 Equity Shares of Rs.10/-
each held by President of India (as per the Cabinet
Approval). Registrar of Companies, Karnataka (ROC)

has registered the NCLT order on 17.11.2018 and
issued "Certificate of Registration confirming the
Reduction of Share Capital of HMT Ltd". However,
the process of reduction of share capital in the
records of Stock Exchanges and Depositories is
pending for procedural compliances which are
under process in consultation with Registrar and
Share Transfer Agent ("RTA"). The shareholding of
President of India is 279566626 of Rs.10/- each,
equivalent to 78.62% shareholding in the Company
as against 1128056626 equity share of Rs.10/- each
shown as per RTA records. Hence there is a difference
between Paid up Share Capital of the Company as
per Audited Financial Statements and Shareholding
Pattern provided by RTA.

As required under the Companies Act 2013 and SEBI
(LODR) Regulation, 2015, Consolidated Financial
Statements of the Company along with that of
the Subsidiaries for the financial year 2024-25,
conforming to the applicable Accounting Standards,
are attached to this Report along with the Auditors'
Report on the same.

The employee strength of the Company (HMT
Limited) as on March 31, 2025, stood at 45 Nos.
comprising of various categories of employees in
manufacturing plants and other offices.

The number of employees on the rolls of the
Company as on March 31, 2025 in SC/ST, Ex-

servicemen, Physically Handicapped and Women
Employee Categories etc. is detailed below:

The Personnel and Industrial Relations situation in
the Company during the year, remained cordial.

The Company continues to make consistent efforts
to implement the Official Language Act, Rules, and
Policy as per the directives of the Government, with
the objective of enhancing the use of Hindi in all
operations. An Official Language Implementation
Committee has been constituted at the Units,
Subsidiaries, and the Corporate Office, Bengaluru,
to monitor and ensure compliance.

To promote the use of the Official Language, Hindi
Diwas / Hindi Week was observed during September
2024 across all Units of the Company. Various
competitions, including Chitrakatha, Impromptu
Speech, Official Language Written Quiz, and
Vividha, were organized for employees of HMT
Limited and its Subsidiaries at the Corporate Office.
Prizes were distributed during the Grand Hindi Day
celebrations, and a workshop was also conducted as
part of the Hindi Week.

As a regular practice, the Hindi Word of the Day is
displayed prominently, and Hindi newspapers are
procured daily to encourage employees to use the
Official Language. Employees are also encouraged to
sign in Hindi. Further, Hindi Officers and executives
actively participate in meetings, programmes, online
webinars, and Hindi Month celebrations organized
by the Town Official Language Implementation
Committee (TOLIC).

The Chief Vigilance Officer appointed by the
government of India heads the Corporate Vigilance
Department of the company. Ministry of Heavy
Industry vide its order No. 5(47)/2010-P.E.X dated
30th August 2024 has assigned the charge of CVO
HMT Limited to Shri. Vikas Agarwal, ITS (1997),
for an initial period of 03 years from the date of
assumption of charge of the post or until further
orders, whichever is earlier.

The Corporate Vigilance Department carries out
vigilance function in the Holding Company as well
as Subsidiary Companies. Vigilance function in
the manufacturing Units and Marketing Offices
are looked after by Vigilance Officers, under the
guidance of Chief Vigilance Officer.

All the Unit Vigilance Officers send their monthly
Vigilance/Inspection Reports and Surprise
Inspection reports to CVO. Reports so received
are scrutinized at CVO Office for further action.
Unit Vigilance Officers also verify Annual Property
Returns submitted by the employees of the Unit.

Apart from regular inspections by Unit Vigilance
Officers, CVO conducts CTE (Chief Technical
Examiner at CVC) type inspections of high value
purchase/contracts and systems by visiting various
subsidiaries and Units.

Violations of rules and procedures observed during
the inspection of files by CVO/ Unit VOs were
recorded and depending upon the seriousness of the
deviations further actions are taken. Unit Vigilance
Officers are advised to discuss deviations noticed
by them during their inspection; in the quarterly
Vigilance Workshop and advice the concerned
officers that the violations of rules and procedures
pointed out by the Vigilance Department should not
be repeated.

Vigilance Awareness Week 2024, Preventive
Vigilance Measures cum housekeeping activities

was campaigned for 3 months from 16th Aug 2024
to 15th Nov 2024 as a precursor to VAW with the
theme "Culture of Integrity for Nations, Prosperity"
^t ^t was observed in

all Units and Offices of HMT Limited and Subsidiary
Companies as per the guidelines of CVC.

As a part of capacity building program the employees
of HMT Limited and Its Subsidiaries employees were
trained and details are given below:

VAW Integrity Pledge: (Online & Offline mode)

Integrity Pledge

430

M/s. G R S M & Associates, Chartered Accountants,
Bengaluru were appointed as Statutory Auditors
of the Company and its Auxiliary Business Division
(ABD) for the year 2024-25 by the Comptroller &
Auditor General of India. M/s. R K Muley & CO.,
Chartered Accountants, was also appointed as
Branch Auditor for the Food Processing Machinery
Division, Aurangabad of the Company.

Replies to the observations by the Statutory Auditors
in their Report are given as Annexure-5.

In terms of Section 204 of the Companies Act 2013
and the rules made thereunder, the Company
has appointed Shri. D. Venkateswarlu, Practicing
Company Secretary, to undertake the Secretarial
Audit of the Company for the year 2024-25. The
report of the Secretarial Auditor is appended
as Annexure-6 to this report. The replies to
observations of Secretarial Auditor are attached as
Annexure-6A.

Pursuant to the provisions of Regulation 24A
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report for

the Financial Year 2024-25 of HMT Machine Tools
Limited & HMT (International) Limited, an Unlisted
Material Subsidiaries of the Company along with
replies to observations are appended as Annexure-7,
7A, 8 & 8A to this report.

Being a Government Company, HMT is exempted in
terms of the MCA Notifications dated June 5, 2015
& July 5, 2017, from the evaluation of performance
of all members of the Board of the Company which
is being done by the Administrative Ministry i.e.,
the Ministry of Heavy Industries and/or by the
Department of Public Enterprises (DPE).

During the financial year, Eight Board Meetings
were held and the details are given in the Corporate
Governance Report.

Being a Government Company, the appointment
and fixation of terms and conditions of all Directors
(including tenure & remuneration of Functional
Directors) are made by the Government of India.

The appointment/ remuneration in respect of KMPs
and Senior Management Personnel are governed by
the policies covered in HMT's personnel manual in
line with DPE guidelines.

The following changes have taken place in
composition of the Board of Directors / Key
Managerial Personnel:

Ministry of Heavy Industries vide its order dated
26th March, 2024 has entrusted the additional
charge of the post of Chairman & Managing Director
of HMT Limited to Shri. Rajesh Kohli, Executive
Director, Bharat Heavy Electricals Limited (BHEL),
in place of Shri. K. Ravishankar, Executive Director,
Bharat Heavy Electricals Limited, with immediate
effect and from the date of his assumption of
charge of the posts, for a period of one year or till
the joining of a regular incumbent, or until further
orders, whichever is earliest, subject to the ex-post
facto approval of the Appointments Committee of
the Cabinet (ACC). Accordingly, Shri. Rajesh Kohli
(DIN:10333951) has been inducted as Chairman &
Managing Director (Additional Charge) on the Board
of Directors of the Company w.e.f 5th April, 2024
(A/N) on his assumption of charge in place of Shri. K
Ravishankar.

Ms. Rita Saxena (DIN: 10294769), General Manager
(Internal Audit), M/s Bharat Heavy Electricals
Limited, ceases to be Director (Finance) (Additional
Charge), HMT Limited, on completion of term from
25th May, 2024.

Ministry of Heavy Industries vide its order dated
7th June, 2024 has entrusted the additional charge
of the post of Director (Finance), HMT Limited,
Bengaluru to Smt. Sameena Kohli, General Manager
(Finance-SBD & ISG), BHEL, Bengaluru for a period
of one year or till the joining of regular incumbent to
the post or until further order, whichever is earliest,
subject to the approval of Appointment Committee
of Cabinet (ACC). Accordingly, Smt. Sameena Kohli
(DIN: 10663362) has been inducted as Director
(Finance), (Additional Charge) on the Board of
Directors of the Company w.e.f 10th June, 2024 on
her assumption of charge.

Ministry of Heavy Industries vide its order dated
23rd July, 2024 has appointed Dr. Renuka Mishra,
Economic Advisor, Ministry of Heavy Industries as
Government Nominee Director on the Board of
HMT Limited with immediate effect and until further
orders, vice Ms. Mukta Shekhar, ex-Joint Secretary,
Ministry of Heavy Industries. Accordingly, Dr.

Renuka Mishra (DIN: 08635835) has been inducted
as Government Nominee Director on the Board of
Directors of the Company w.e.f 23rd July, 2024.

Except as stated above, there are no other changes
to the composition of Board of Directors / Key
Managerial Personnel of the Company during the
financial year.

Subsequent to the financial year, Ministry of Heavy
Industries vide its order dated 28th March 2025
has conveyed approval of competent authority for
appointment of Dr. Kartik Chandulal Bhadra as Non-
Official Director / Non-Official Independent Director
on the Board of Directors of HMT Limited for a period
of one year, from the date of notification of his
appointment, or until further orders, whichever is
earlier. Dr. Kartik Chandulal Bhadra (DIN: 09453387)
has been inducted as Independent Director on the
Board of Directors of the Company w.e.f 01st April,
2025.

Ministry of Heavy Industries vide its Order dated
28th April, 2025 and 26th June, 2025 has extended
the entrustment of additional charge of the post of
Chairman & Managing Director of HMT Limited to
Shri. Rajesh Kohli, Executive Director, Bharat Heavy
Electricals Limited (BHEL), for a period w.e.f. 05th
April, 2025 to 30th June, 2025 and for a period
beyond 30th June, 2025 to 24th March, 2026 i.e.
date of his attaining the age of superannuation in
BHEL respectively, or till the joining of a regular
incumbent, or until further orders, whichever is
earliest, subject to the approval of the Appointment
Committee of the Cabinet (ACC).

Ministry of Heavy Industries vide its order dated
23rd May, 2025 conveyed the extension of additional
charge of the post of Director (Finance), HMT
Limited to Smt. Sameena Kohli, General Manager
(Finance), Bharat Heavy Electricals Limited (BHEL),
for a further period of one year w.e.f. 25.05.2025 to
24.05.2026, or till the joining of a regular incumbent,
or until further orders, whichever is earliest, subject
to approval of the Appointments Committee of the
Cabinet (ACC).

Ministry of Heavy Industries vide its order
dated 7th July 2025 has conveyed approval of
competent authority for appointment of Shri.
Datania Dineshbhai Ramjibhai as Non-Official
Director / Non-Official Independent Director on
the Board of Directors of HMT Limited for a period
of three years, from the date of notification of his
appointment, or until further orders, whichever is
the earlier. Subsequent to the obtaining of Director
Identification Number, Shri. Datania Dineshbhai
Ramjibhai (DIN: 11193263) has been inducted as
Independent Director on the Board of Directors of
the Company w.e.f. 15th July, 2025.

Ministry of Heavy Industries vide Order dated 14th
July, 2025 has informed the appointment of Shri.
Prem Chandra Maurya, Joint Secretary, Ministry of
Heavy Industries as Government Nominee Director
on the Board of HMT Limited, Bengaluru with
immediate effect and until further orders in place
of Dr. Renuka Mishra, Economic Adviser, Ministry
of Heavy Industries. Subsequent to the obtaining
of Director Identification Number (DIN), Shri.
Prem Chandra Maurya (DIN: 11198433) has been
inducted on the Board of Directors of the Company
w.e.f. 17th July, 2025.

Dr. Kartik Chandulal Bhadra (DIN: 09453387), Shri.
Prem Chandra Maurya (DIN: 11198433) and Shri.
Datania Dineshbhai Ramjibhai (DIN: 11193263)
are proposed for appointment as Director in terms
of Article 67(4) of the Article of Association of the
Company read with Section 160 of the Companies
Act, 2013 in the ensuing Annual General Meeting.
The Nomination and Remuneration Committee/
Board has recommended their appointments, as
applicable.

Shri. Rajesh Kohli, Chairman & Managing Director
(Addl. Charge) retires by rotation at the ensuing
Annual General Meeting and being eligible, offers
himself for reappointment. The Board recommends
his re-appointment.

Shri. Rajesh Kohli, Chairman and Managing Director
(Additional Charge), Smt. Aparna R., Chief Financial

Officer and Shri. Kishor Kumar S, Company Secretary
are the Key Managerial Personnel's (KMP's) as
defined under Section 2 (51) of the Companies Act,
2013 as on 31.03.2025.

During FY2024-25, there were no Independent
Directors on the Board of the Company, hence
declaration from Independent Directors &
registration in the data bank maintained by IICA is
not applicable to the Company.

A declaration by the Chairman & Managing Director
(Additional Charge) for having obtained affirmation
of compliance of the Code of Conduct by the Board
Member (s) and Senior Management for the year
ended on March 31, 2025 is appended to this report
as Annexure-9.

With reference to financial statements, the Company
has adequate internal financial controls in place.
A detailed note with respect to Internal Financial
controls is given in the Management Discussion and
Analysis Report.

There are no Material changes and commitments
affecting the financial position of the company
which occurred between 31^st March 2025 and date
of signing of this Report.

The details of related party transactions are given in
the notes to the Financial Statements.

All Related Party Transactions entered into during
the year were in Ordinary Course of the Business
and at Arm's Length basis. No Material Related Party
Transactions, i.e., transactions exceeding 10% of the
annual consolidated turnover as per the last audited
financial statement, were entered into during the

year by your Company. Accordingly, the disclosure
of Related Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013, in
Form AOC-2 is not applicable.

During FY2024-25, there were no instances of
providing Guarantees and making Investments
covered under the provisions of Section 186 of the
Companies Act, 2013. Details of Loans covered under
the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial
Statements.

There are no instances of one-time settlement
during the financial year 2024-25.

There are no applications made or any proceeding
pending against the Company under Insolvency and
Bankruptcy Code, 2016 during the financial year
2024-25.

The Register of Members and Share Transfer records
both in respect of the shares held in physical and
depository form are maintained by M/s. KFin
Technologies Limited, the Registrars & Share
Transfer Agents of the Company.

No significant and material orders have been
passed by any Regulator(s) or Court(s) or Tribunal(s)
impacting the going concern status and Company's
operations in future.

As on 31st March 2025, no amount is required to
be transferred to Investor Education and Protection
Fund (IEPF).

During FY 2024-25, maintenance of cost records as
specified by the Central Government under sub-
section (1) of section 148 of the Companies Act,
2013 is applicable to the Company. Accordingly,
such records have been made and maintained by
the Company.

The Company has complied with the provisions
relating to the Maternity Benefit Act 1961.

Your Directors gratefully acknowledge and are
thankful to the various Departments and Ministries
in the Government of India, particularly the Ministry

of Heavy Industries, Ministry of Corporate Affairs,
Comptroller and Auditor General of India, Principal
Director-Commercial Audit, Statutory and Branch
Auditors, various State Governments, Foreign
Collaborators, the Subsidiary Companies, Suppliers,
Reserve Bank of India, UCO Bank and the valued
Customers of the Company both in India and abroad
for their continued co-operation and patronage.

Your Directors would also like to take this opportunity
to express their appreciation for the hard work and
sincere contributions and commitment of all the
HMT employees and look forward to their continued
services in pursuit of building a world class HMT.

For and on behalf of the Board of Directors