The Hi-Tech Gears Limited — AGM Information 2021

Sep 30, 2021

CIN - L29130HR1986PLC081555

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Corporate Office: Millennium Plaza, Tower-B, Sushant Lok-1, Sector-27, Gurugram -122009, Haryana, INDIA Tel.: +91(124) 4715100

Date: September 30, 2021

The Manager, Listing Department, National Stock Exchange of India Limited “Exchange Plaza”, C-1, Block- G Bandra - Kurla Complex, Bandra(E), Mumbai-400051 Symbol: HITECHGEAR

The Manager, Listing Department, BSE Limited “PhirozeJeejeebhoy Towers” Dalal Street, Fort, Mumbai-400001 Scrip Code: 522073

Subject: Revised proceedings of 35[th] Annual General Meeting

Respected Sir/Madam,

Pursuant to Regulation 30(2) read with Part A of Schedule III of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, we are submitting herewith the revised gist of proceedings of 35[th] Annual General Meeting (AGM) of the Company held on Wednesday, September 29, 2021 at 05:00 P.M. at the Registered office of the Company at Plot No. 24,25 & 26, Sector-7, IMT Manesar, Haryana -122050 along with the facility to attend the meeting through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) in accordance with the circulars dated April 08, 2020, April 13, 2020, May 05, 2020 and January 13, 2021 issued by the Ministry of Corporate Affairs and other relevant circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India.

Kindly take the same in your record.

Thanking you, Yours faithfully, For The Hi-Tech Gears Limited

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Naveen Jain Company Secretary M.No. A15237

Encl: as above

www.thehitechgears.com

Works l: A-589, Industrial Complex, Bhiwadi - 301 019 Rajasthan INDIA Tel. : +91(1493) 265000 Regd. Office & Works-ll: Plot No. 24 - 26 Sector-7, IMT Manesar - 122 050 Gurugram, Haryana INDIA Tel.: +91 (124) 4715200 Works-III: Plot No. SP-146A, Industrial Complex, Bhiwadi - 301019 Rajasthan INDIA Head Office: C-41/B, Kalkaji, New Delhi - 110019 INDIA

Subsidiaries: The Hi-Tech Gears Canada. Inc. 361, Speedvale Ave W. Guelph, ON N1H 1C7, CANADA Teutech LLC. 227, Barton St. Emporium. PA 15834, USA

CIN - L29130HR1986PLC081555

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Corporate Office: Millennium Plaza, Tower-B, Sushant Lok-1, Sector-27, Gurugram -122009, Haryana, INDIA Tel.: +91(124) 4715100

Gist of the Proceedings of the 35[th] Annual General Meeting of the Company

The 35[th] Annual General Meeting of The Hi-Tech Gears Limited (‘the Company’) was held on Wednesday, September 29, 2021 at 05:00 P.M. at Plot No. 24, 25 & 26, Sector-7, IMT Manesar, Haryana -122050 along with the facility to attend the meeting through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”).

Total Number of Shareholders as on Cut-Off Date(i.e. September 22,2021)	8018
No. of Shareholders present in person or through proxy	44
No.ofShareholders attended themeeting through VC/OAVM	19

• The Company Secretary welcomed all the members present at the Meeting and requested members to elect Mr. Anuj Kapuria as the Chairman of the meeting. After ascertaining the necessary quorum being present, the Company Secretary requested the Chairman to call the meeting to order. Chairman called the meeting to order.

• Company Secretary introduced the Directors and Officials present at the meeting or attending through video conferencing mode to the members and confirmed the presence of Chairman/ duly authorized member of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. Thereafter Company Secretary introduced the Statutory Auditor, Secretarial Auditor of the Company and Mr. Nirbhay Kumar, Practicing Company Secretary, Scrutinizer appointed by the Board to scrutinize the e-voting process on the resolutions proposed in the notice of the meeting.

• Company Secretary informed the members that the Company had taken all requisite steps under the current circumstances to enable the members to participate through video conference and vote electronically at the AGM. The Company Secretary further informed that the Company has tied up with the National Securities Depository Limited ("NSDL") to provide the facility of Remote E-Voting, to enable the members to participate in this AGM through VC/OAVM facility and e-voting during this AGM.

• It was also informed that the Annual Report consisting of Financials, Independent Auditors Report, Management Discussions & Analysis Report, Directors Report, Notice together with all Annexures & documents were sent to all the Members through electronic mode to the members whose e-mail addresses are registered with the Company/RTA.”

• The members were informed that the requisite registers and documents referred to in the notice were available for inspection electronically during the meeting.

• Company Secretary informed the members that the Company had provided the members the facility to cast their votes electronically on all the resolutions set forth in the notice. Members who were present at the meeting and have not cast their votes electronically were provided an opportunity to cast their votes at the end of the meeting through ballot papers. It was further informed that there would be no voting by show of hands.

• The Chairman then asked Company Secretary to brief the members on the e-voting procedure:

www.thehitechgears.com

Works l: A-589, Industrial Complex, Bhiwadi - 301 019 Rajasthan INDIA Tel. : +91(1493) 265000 Regd. Office & Works-ll: Plot No. 24 - 26 Sector-7, IMT Manesar - 122 050 Gurugram, Haryana INDIA Tel.: +91 (124) 4715200 Works-III: Plot No. SP-146A, Industrial Complex, Bhiwadi - 301019 Rajasthan INDIA

Head Office: C-41/B, Kalkaji, New Delhi - 110019 INDIA

Subsidiaries: The Hi-Tech Gears Canada. Inc. 361, Speedvale Ave W. Guelph, ON N1H 1C7, CANADA Teutech LLC. 227, Barton St. Emporium. PA 15834, USA

CIN - L29130HR1986PLC081555

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Corporate Office: Millennium Plaza, Tower-B, Sushant Lok-1, Sector-27, Gurugram -122009, Haryana, INDIA Tel.: +91(124) 4715100

• Company Secretary informed that the Company has provided remote e-voting facility to all its shareholders to cast their vote in respect of all resolutions mentioned in the notice, which had started on Sunday, September 26, 2021 at 9:00 A.M. and ended on Tuesday, September 28, 2021 at 05:00 P.M. He further informed that the facility to vote at the AGM was provided to those members who didn’t cast their votes through Remote E-Voting.

• Clarifications were provided to the queries raised by the members.

• The scrutinizer then locked and sealed the empty box in presence of members.

• The physical ballot process for following resolutions was provided to those members, who were present and didn’t participated earlier in Remote E-voting event.

Ordinary Business:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Director’s and Auditor’s - Ordinary Resolution

2. To declare the final dividend on equity shares for the financial year 2020-2021Ordinary Resolution

3. To appoint a director in place of Mr. Anant Jaivant Talaulicar (DIN-00031051), who retires by rotation and being eligible, offers himself for re-appointment - Ordinary Resolution

Special Business:

1. Approval of remuneration of Cost Auditor for the financial year 2021-22 – Ordinary Resolution

2. Continuation of directorship of Mr. Ramesh Chandra Jain, Director (DIN:- 00038529) in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015-Special Resolution

3. Approval of “The Hi-Tech Gears Limited Stock Incentive Plan, 2021” (“THGL SIP 2021”/ “Plan”) and grant of employee stock options to the eligible employees of the Company-Special Resolution

4. Grant of employee stock options under the Approval of “The Hi-Tech Gears Limited Stock Incentive Plan, 2021” (“THGL SIP 2021” / “Plan”) to the employees of the Subsidiary Company (ies) of the Company

6. On completion of ballot voting, the ballot box was taken by the scrutinizer in his custody.

7. The members were informed that the Scrutinizer will consider the votes cast through remote e-voting, e-voting and ballot papers at the AGM and will prepare report of voting on the resolutions and submit the same to Chairman of the Company or his authorized representative within two working days of conclusion of AGM.

8. The members were further informed that the results of the meeting would be declared after the receipt of the scrutinizer report within statutory period and will be intimated to the stock exchanges and be placed on the website of the Company and wherever required.

www.thehitechgears.com

Works l: A-589, Industrial Complex, Bhiwadi - 301 019 Rajasthan INDIA Tel. : +91(1493) 265000 Regd. Office & Works-ll: Plot No. 24 - 26 Sector-7, IMT Manesar - 122 050 Gurugram, Haryana INDIA Tel.: +91 (124) 4715200 Works-III: Plot No. SP-146A, Industrial Complex, Bhiwadi - 301019 Rajasthan INDIA Head Office: C-41/B, Kalkaji, New Delhi - 110019 INDIA

Subsidiaries: The Hi-Tech Gears Canada. Inc. 361, Speedvale Ave W. Guelph, ON N1H 1C7, CANADA Teutech LLC. 227, Barton St. Emporium. PA 15834, USA

CIN - L29130HR1986PLC081555

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Corporate Office: Millennium Plaza, Tower-B, Sushant Lok-1, Sector-27, Gurugram -122009, Haryana, INDIA Tel.: +91(124) 4715100

• The members were informed that electronic voting on the platform of NSDL would continue to remain open for another 15 minutes to enable the members to cast their votes. The Company Secretary then thanked all the members for participation in the meeting and declared the proceedings be closed.

• The meeting concluded at 6:00 P.M with a vote of thanks to the chair.

Kindly take the above information on your record.

Thanking You Yours faithfully, For The Hi-Tech Gears Limited

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Naveen Jain Company Secretary M.No A15237

www.thehitechgears.com

Works l: A-589, Industrial Complex, Bhiwadi - 301 019 Rajasthan INDIA Tel. : +91(1493) 265000 Regd. Office & Works-ll: Plot No. 24 - 26 Sector-7, IMT Manesar - 122 050 Gurugram, Haryana INDIA Tel.: +91 (124) 4715200 Works-III: Plot No. SP-146A, Industrial Complex, Bhiwadi - 301019 Rajasthan INDIA Head Office: C-41/B, Kalkaji, New Delhi - 110019 INDIA Subsidiaries: The Hi-Tech Gears Canada. Inc. 361, Speedvale Ave W. Guelph, ON N1H 1C7, CANADA Teutech LLC. 227, Barton St. Emporium. PA 15834, USA