Adarsh Mercantile Ltd Directors Report

To,

The Members

SMT Engineering Limited

(Formerly known as Adarsh Mercantile Limited)

Your Directors have pleasure in presenting the Annual Report together with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2025. Further, in compliance with the Companies Act, 2013 and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has made requisite disclosures in this Boards Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

FINANCIAL HIGHLIGHTS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the year ended 31st March, 2025 is summarized as below:

(Figures in Hundreds)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	7,47,272.00	2,56,249.00	21,01,844.82	2,56,249.41
Other Income	10,212.00	61,053.00	8,171.12	61,053.00
Total Income	7,57,483.00	3,17,302.00	21,10,015.94	3,17,302.41
Less: Expenditure	7,38,727.00	5,02,872.00	18,44,395.83	5,02,870.90
Profit / Loss before exceptional items	18,757.00	(1,85,569.00)	2,65,620.11	(1,85,568.49)
Exceptional Items	-	-	4,619.04	-
Profit/(Loss) before tax	18,757.00	(1,85,569.00)	2,70,239.15	(1,85,568.49)
Tax Expense - Current, Deferred & earlier years	677.00	(11,880.00)	35,721.92	(11,880.00)
Profit/(Loss) for the Year	18,080.00	(1,73,689.00)	2,34,517.23	(1,73,688.49)
Share of Profit / (Loss) of Associate Entity	-	-	12,120.00	5,804.00
Other Comprehensive income	17.00	1,62,475.00	48,986.63	2,05,387.00
Total Comprehensive income	18,097.00	1,964.00	2,95,623.86	50,680.51
Earnings per Share	0.47	(4.73)	6.35	(4.57)

STATE OF COMPANYS AFFAIRS AND OPERATIONS

Standalone: The Company achieved revenue from operations of Rs. 7,47,27,200/- on a standalone basis, compared to Rs. 2,56,24,900/- in the previous year. During the year under review, the company earned profits of Rs. 18,08,000/- compared to the loss of Rs. 1,73,68,900/- in the previous year. The earnings per share (EPS) increased to Rs. 0.47 from Rs. (4.73) in the last financial year.

Consolidated: The Company achieved revenue from operations of Rs. 21,01,84,482/- on a Consolidated basis, compared to Rs. 2,56,24,941/- in the previous year. During the year under review, the company earned profits of Rs. 2,46,63,723/-, compared to the loss of Rs. (1,67,88,449) in the previous year. The earnings per share (EPS) increased to Rs. 6.35 from Rs. (4.57) in the last financial year.

Your Company is making all efforts to accelerate the growth of its business. In spite of the market risk faced by your Company, your Directors are optimistic about the future prospects of the Company. A detailed review of the operations, performance of the Company and its business is given in the Management Discussion & Analysis, which forms part of the Annual Report.

CHANGE IN NATURE OF COMPANYS BUSINESS

During the year under review, there was no change in the business activities of the Company. The Company was engaged in the trading of goods, shares, and securities, as well as in investments in mutual funds, shares, and other securities.

However, subsequent to the close of the financial year 2024-25, the members of the Company through postal ballot on May 12th, 2025, approved the change in Main Object of the Company. The revised objects are detailed in the Management Discussion and Analysis Report forming part of this Annual Report.

RESERVES

Your Directors have not transferred any amount to the credit of the General Reserve of the Company for the year ended 31st March, 2025.

DIVIDEND

The Board of Directors has chosen not to recommend the distribution of a dividend to shareholders at this time. This decision is driven by a strategic emphasis on conserving the companys financial resources.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT U/S 131(1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.smtel.in.

MATERIAL CHANGES AND COMMITMENTS

During the year under review, the Company issued equity shares on a preferential basis on March 26th, 2025. The allotment was made to non-promoter public category investors for cash consideration and to certain non-promoters for consideration other than cash, through a share swap arrangement involving 100% of the equity share capital of M/s Sai Machine Tools Private Limited (“SMTPL”) (CIN: U28939MP1989PTC005207). As a result of this share swap under the said preferential allotment, SMTPL became a wholly owned subsidiary of the Company.

Furthermore, SMTPL holds 100% of the equity share capital of M/s Chemerix Life Sciences Private Limited (“CLSPL”) (CIN: U24230RJ2022PTC083509). Accordingly, CLSPL has become a step-down subsidiary of the Company. Consequently, both SMTPL and CLSPL have been included in the consolidated financial statements of the Company.

Additionally, pursuant to a Share Purchase Agreement dated February 06th, 2025, and in compliance with the applicable SEBI regulations, the majority equity shareholding in the Company was transferred from the existing promoters to the new promoters, as disclosed in the Shareholding Pattern submitted to the Bombay Stock Exchange for the quarter ended 31st March, 2025, and 30th June, 2025, respectively. Additionally, in accordance with the open offer and applicable SEBI regulations, the remaining equity shareholding of the erstwhile promoters has been reclassified under the “Public” category.

During the year under review, the Company fully divested its stake in its associate company, Avon Credit Private Limited. Further details of this disinvestment are provided in Annexure AOC-1, which forms part of this Report.

Subsequent to the close of the financial year 2024-25, the members of the Company through postal ballot on May 12th, 2025, approved the following amendments to the Memorandum of Association (MOA) of the Company:

a. Change in name of the Company from Adarsh Mercantile Limited to SMT Engineering Limited. The change has been duly approved and updated in the records of both the Ministry of Corporate Affairs (MCA) and the Bombay Stock Exchange (BSE).

b. Shifting ofthe Registered office ofthe Company from the State of West Bengal to the state ofMadhya Pradesh.

c. Amendment in the Main Object of the Company. The revised objects are detailed in the Management Discussion and Analysis Report forming part of this Annual Report.

Furthermore, there have been no other material changes or commitments occurring between the end of the financial year and the date of this Report that would affect the financial position of the Company.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the capital structure of the Company was increased as detailed below:

a. Increase in Authorized Share Capital:

The Authorized Share Capital of the Company was increased from ^4,00,00,000 (Rupees Four Crores only), divided into 40,00,000 (Forty Lakhs) Equity Shares of Rs. 10 (Rupees Ten only) each, to ^17,00,00,000 (Rupees Seventeen Crores only), divided into 1,70,00,000 (One Crore Seventy Lakhs) Equity Shares of Rs. 10 (Rupees Ten only) each. The new shares rank pari passu in all respects with the existing Equity Shares of the Company, as per the Memorandum and Articles of Association.

b. Preferential Allotment (Non-Cash Consideration):

A preferential allotment was made to non-promoters for 94,64,134 (Ninety-Four Lakhs Sixty-Four Thousand One Hundred and Thirty-Four) Equity Shares of Rs. 10 (Rupees Ten only) each at a price of Rs. 29 (Rupees Twenty-Nine only) per share, aggregating up to ^27,44,59,886 (Rupees Twenty-Seven Crores Forty-Four Lakhs Fifty-Nine Thousand Eight Hundred and Eighty-Six only). The allotment was made for consideration other than cash, through a share swap towards the acquisition of 1,26,120 Equity Shares, representing 100% shareholding in Sai Machine Tools Private Limited.

c. Preferential Allotment (Cash Consideration):

A preferential allotment was also made to non-promoter public investors for 33,80,866 (Thirty-Three Lakhs Eighty Thousand Eight Hundred and Sixty-Six) Equity Shares of Rs. 10 (Rupees Ten only) each at a price of Rs. 67 (Rupees Sixty-Seven only) per share, aggregating to ^22,65,18,022 (Rupees Twenty- Two Crores Sixty-Five Lakhs Eighteen Thousand and Twenty-Two only), for cash.

Further, during the year under review, the Company did not issue any shares under employee stock option schemes, sweat equity shares, or equity shares with differential rights as to dividend, voting, or otherwise. Additionally, the Company did not undertake any buyback of its securities during the year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed to this report as “Annexure-A”.

RISK MANAGEMENT

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner. Policy is available on the Companys website at www.smtel.in.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as “Annexure-B”.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Directors Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

During the year under review, the Company does not have holding company and no commission received by Directors of Company from the subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 is not applicable.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down The Amended Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015. The Code is displayed on the Companys website: www.smtel.in.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct. A declaration signed by the Managing Director cum Chief Financial Officer is annexed as “Annexure-C”.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS. 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

SECRETARIAL STANDARDS

The Board of Directors of the Company state that, during the year under review the applicable Secretarial Standards, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Your Company adopted IND-AS pursuant to the Ministry of Corporate Affairs notification dated 16 February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. The Financial Statements which are part of the Annual Report are being prepared as per the Companies (Indian Accounting Standard) Rules, 2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Composition of Board & Key Managerial Personnel

As on March 31, 2025, the Board of Directors of the Company comprised a balanced mix of Executive and Non-Executive Directors, including Independent Directors, thereby ensuring strong governance and effective decision-making. The composition of the Board and Key Managerial Personnel as on the said date was as follows:

1. Mr. Ashok Jaiswal	Non-Executive, Non-Independent Director
2. Mr. Ajay Jaiswal	Managing Director & CFO
3. Mr. Vishal Jaiswal	Wholetime Director
4. Mr. Yogesh Arvindbhai Bhuva	Independent Director
5. Mr. Deepak Vyas	Independent Director
6. Ms. Mitwa Nayan Shah	Independent Women Director
7. Mr. Mohd Shanawaz Shekh	Company Secretary & Compliance Officer

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. A] the Directors possess requisite qualifications and experience in general corporate management, operations technical expertise, strategy, governance, finance, banking and other allied fields which enable them t contribute effectively to the Company in their capacity as Directors of the Company.

The Independent Directors of your Company have given the certificate of independence to your Compan; stating that they meet the criteria of independence as mentioned under Section149(6) of the Companie Act, 2013.

The policy on Directors appointment and remuneration including criteria for determining qualifications positive attributes, independence of Director, and also remuneration for Key Managerial Personnel an other employees is stated on website of the Company i.e. www.smtel.in.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declarations that each of them meets th criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under an Regulation 16(1)(b) of the Listing Regulations and they continue to comply with the Code of Conduct lai down under Schedule IV of the Act.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that the are not aware of any circumstances or situation which exists or may be reasonably anticipated that coul impair or impact their ability to discharge their duties. Based upon the declarations received from th Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence a mentioned under Section 149(6) of the Companies Act, 2013 & Rules made thereunder and Regulatio 16(1)(b) of the Listing Regulations that they are independent of the management and complied with th code for independent directors prescribed in Schedule IV to the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification o Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their name in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retir by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number o directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General meeting of the Company. To meet the requirement of provision of Section 152(6) of the Companies Act, 2013, Mr. Ajay Jaiswal (DIN: 01754887), Managing Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment to the Board of Directors of the Company at the ensuing Annual General Meeting.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review, the following Directors and Key Managerial Personnel (KMPs) were appointed with effect from March 7, 2025, and their appointments were subsequently regularised by the members through a postal ballot on May 12, 2025.

1. Mr. Ashok Jaiswal as, Non-Executive, Non-Independent Director of the Company.

2. Mr. Ajay Jaiswal as the Managing Director & Chief Financial Officer of the Company for a tenure of three years, commencing from March 07th, 2025 to March 06th, 2028.

3. Mr. Vishal Jaiswal as a Wholetime Director of the Company for a tenure of three years, commencing from March 07th, 2025 to March 06th, 2028.

4. Mr. Yogesh Arvindbhai Bhuva as an Independent Director of the Company, for a term of five years commencing from March 07th, 2025 to March 06th, 2030.

5. Mr. Deepak Vyas as an Independent Director of the Company, for a term of five years commencing from March 07th, 2025 to March 06th, 2030.

6. Ms. Mitwa Nayan Shah as an Independent Director of the Company, for a term of five years commencing from March 07th, 2025 to March 06th, 2030.

7. Mr. Mohd Shanawaz Shekh as the Company Secretary & Compliance Officer Further, the following Directors and KMPs resigned during year under review:

1. Mr. Shiv Shankar Sharma, Chief Financial Officer, passed away on December 21st, 2024. The Board expresses its deepest condolences and places on record its appreciation for his valuable contributions to the Company.

2. Ms. Radhika Mayaramka, Company Secretary & Compliance Officer, resigned with effect from February 01st, 2025.

3. Ms. Suchita Chhawchharia, Whole-time Director, resigned with effect from March 07th, 2025.

4. Mr. Aritra Basu, Non-Executive, Non-Independent Director, ceased to be a Director with effect from March 07th, 2025.

5. Mr. Sundar Lal Mohta, Non-Executive, Independent Director, ceased to be a Director with effect from March 07th, 2025.

6. Mr. Manish Khaitan, Non-Executive, Independent Director, ceased to be a Director with effect from March 07th, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from Independent Directors confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES

As required under the Regulation 18, 19 and 20 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the Companies Act, 2013, and the Company has constituted the following statutory committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

NOMINATION & REMUNERATION POLICY

The company has a Nomination, Remuneration and Evaluation Policy under section 178 of the Companies Act 2013 and available at the website of the company at. www.smtel.in.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and uploaded the same on the website of the Company. The web link to access the aforesaid programme is www.smtel.in.

MEETINGS

During the financial year ended on March 31, 2025, 07 (Seven) Board Meetings were held on May 30, 2024, August 09, 2024, November 07, 2024, January 08, 2025, February 06, 2025, March 07, 2025 and March 26, 2025. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report and the intervening gap between meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The necessary quorum was present for all the meetings.

AUDITORS REPORT

The observations of the auditors are self-explanatory and therefore, do not call for any further comments.

[A] STATUTORY AUDITOR

M/s NKSJ & Associates, Chartered Accountants (Firm Registration No. 329563E), were appointed as the Statutory Auditor of the Company for a term of five consecutive financial years, to hold office until the conclusion of the Annual General Meeting (AGM) for the financial year 2024-25. Their term shall accordingly conclude at the ensuing AGM.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s Anil Kamal Garg & Company, Chartered Accountants (Firm Registration No. 004186C), as the Statutory Auditor of the Company for a term of five consecutive financial years, from the conclusion of the forthcoming AGM until the conclusion of the AGM to be held in the year 2030. M/s Anil Kamal Garg & Company have confirmed their eligibility and given their consent to act as Statutory Auditors, if appointed. The Board recommends their appointment for approval by the members at the ensuing Annual General Meeting.

The Report given by the Auditor on the financial statements of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in their report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

[B] SECRETARIAL AUDITOR

The Board of Directors had appointed Ms. Aakruti Somani, Practicing Company Secretary (COP No. 20395), as the Secretarial Auditor of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. She conducted the Secretarial Audit and prepared the Annual Secretarial Compliance Report for the financial year 2024-25. The Secretarial Audit Report is annexed to this Report as “Annexure-D”. The Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer.

Based on the recommendation of the Audit Committee, the Board of Directors proposes to appoint M/s P.S. Tripathi & Associates, Practicing Company Secretaries (Firm Registration No. P2011MP024200) as the Secretarial Auditor of the Company for a term of five consecutive financial years, from the financial year 2025-26 to 2029-30. M/s P.S. Tripathi & Associates have confirmed their eligibility and have given their consent to act as Secretarial Auditor, if appointed. The Board recommends their appointment for approval by the members at the ensuing Annual General Meeting.

Further, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the Companys material subsidiary, Sai Machine Tools Private Limited, as issued by Mrs. Archna Maheshwari, Proprietor of M/s Archna Maheshwari & Company, is annexed herewith as Annexure-D.

[C] INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board had appointed M/s NST & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25. The Internal Auditors have submitted their report to the Audit Committee for its review.

The Company has in place an internal control system that is commensurate with the size, scale, and complexity of its operations. The scope and authority of the internal audit function are defined by the Audit Committee, which delegates the responsibility to the Internal Auditor while ensuring the objectivity and independence of the function.

The Internal Auditor reports functionally to the Chairperson of the Audit Committee and administratively to the Chairperson of the Board. The Internal Auditor is responsible for monitoring and evaluating the adequacy and effectiveness of the internal control systems, and for ensuring compliance with operational procedures, accounting policies, and regulatory requirements across all locations of the Company. Any deficiencies or areas of concern identified are promptly communicated to the management for corrective action.

[D] COST RECORD AND COST AUDIT

During the year under review, the Company was not required to maintain cost records or conduct a cost audit as prescribed under Section 148(1) of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES

During the year under review, the Company fully divested its stake in its associate company, Avon Credit Private Limited, and accordingly, it ceased to be an associate company.

Further, as of 26th March, 2025, M/s Sai Machine Tools Private Limited (“SMTPL”) (CIN: U28939MP1989PTC005207) became a subsidiary of the Company. Consequently, M/s Chemerix Life Sciences Private Limited (CIN: U24230RJ2022PTC083509), a subsidiary of SMTPL, became a step-down subsidiary of the Company.

In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company and its subsidiary and associate have been prepared by the Company and a separate statement containing the salient features of the financial statement of its subsidiary and associate company in form AOC-1 is attached as “Annexure - E” to this Annual Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary company shall be available on Companys website at www.smtel.in. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same and are available for inspection by any Member of the Company at the Registered Office of the Company.

CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All the contracts, arrangements or transactions entered into during the year under review by the Company with related parties were in ordinary course of business and on an arms length basis. Prior omnibus approval is obtained for related party transactions (RPTs) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arms Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee.

Since all the Related Party Transactions that were entered into during the financial year were on arms length basis and in ordinary course of business. Therefore, the provisions of Section 188 of the Act are not applicable. Thus, the disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

As per the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a policy on dealing with RPTs which can be accessed on the Companys website at www.smtel.in. This Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with the Related Parties.

PUBLIC DEPOSIT

Your Company has neither invited nor accepted any deposit from the public during the year under review and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

However, there are unsecured loans from a Director/Promoter of the Company amounting to Rs. 10.00 Lakh as on 31.03.2025, more clearly defined in Notes of the financial statements.

APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THEIR STATUS

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS

There was no one time settlement of loan taken from Banks or any Financial Institutions. Hence, the difference in valuation does not arise.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

In reference to “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,” we would like to clarify that our Company does not fall under the applicability of the said Act based on the nature and structure of our organization. Accordingly, the constitution of an Internal Complaints Committee (ICC) is not mandated under the current legal framework.

However, the Company maintains a zero-tolerance policy towards any form of sexual harassment or inappropriate behavior at the workplace and is committed to ensuring a safe, respectful, and inclusive work environment for all employees.

STATEMENT WITH RESPECT TO COMPLIANCE OF THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT 1961

During the year under review, the Company did not fall under the applicability of the Maternity Benefit Act, 1961, as the number of employees in the organization was below the threshold prescribed under the Act.

However, the Company remains committed to upholding employee welfare and ensuring a supportive and inclusive work environment, and voluntarily considers employee needs where applicable.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The Company has not made any provision of money for the purchase of, or subscription for, shares in the Company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the Company and accordingly the disclosure under the provisions of Rule 16(4) of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 is not applicable for the year.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The details regarding e-voting facility is being given with the notice of the AGM Meeting.

ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and 1by the resolve to be a customer-centric organization which motivates the Companys Management to be aligned to deliver leading-edge building products backed with dependable after sales services. Your Company is committed to creating and maximizing long term value for shareholder and essentially follows a four-pronged approach to achieve this end.

a. By increasing all round operational efficiency,

b. By identifying strategies that enhance its competitive advantage,

c. By managing risks and pursuing opportunities for profitable growth

d. By cementing relationships with other important stakeholder groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and investor of receiving transparent and unfettered information on the Companys performance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2025, there were no outstanding guarantees covered under the provisions of Section 186 of the Act. The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committees meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

The Company has adopted a Code of Conduct for its employees including the Managing Director, NonExecutive Directors which includes Independent Directors. The same can be accessed on the website of the Company at www.smtel.in.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not qualify under the criteria as prescribed to adopt the corporate social responsibility.

MD & CFO CERTIFICATION

In accordance with the provisions of Regulation 17(8), read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company, being the same individual, has issued a certificate certifying the authenticity of the Financial Statements for the financial year 2024-25. The certificate confirms that the Financial Statements present a true and fair view of the affairs of the Company. The said certificate, dated 16th June 2025, was placed before the Board at its meeting held on the same day and was reviewed and taken on record. A copy of the certificate is attached as “Annexure - F” to this Annual Report. As the Company does not have a separate Chief Executive Officer (CEO), the certificate has been duly issued by the Managing Director cum Chief Financial Officer.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance and is committed to maintain high standards of the corporate ethics and professionalism. The tenets of inclusiveness and transparency are integral part of our corporate governance practices.

In compliance with the provisions of Regulations 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Corporate Governance is available as a separate section in this Annual Report.

A certificate pursuant to Para E Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, from Mr. Anand Khaldelia, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as “Annexure - G” to this Report.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY OF NONDISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate from Mr. Anand Khaldelia, Practicing Company Secretary, in accordance with the provisions of Regulation 34(3) and Schedule V Para C Clause (10)(i) of LODR Regulations, 2015 confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such statutory authority and the same is annexed hereto as “Annexure - H”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report on Companys performance - industry trends and other material changes with respect to the Company and its subsidiary, wherever applicable, forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that;

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March 2025 and of the profit of the Company for that period.

c) The Directors have 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) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

INTERNAL FINANCIAL CONTROLS

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition. The Audit Committee ofthe Company comprising majority of Independent Directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the CFO has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which requires the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules framed thereunder.

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listing fees have been paid up to date.

DEMATERIALISATION:

The Companys shares are presently held in both electronic and physical modes.

DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST

The Company has appointed the Managing Director and the Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023.

HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review.

VIGIL MECHANISM

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to protect the interest of the employees and executives in reporting their grievances in a protected manner. It also provides for the protection against victimization of directors and employees who avail this mechanism and allows direct communication with the Chairperson of the Audit Committee, in certain appropriate and exceptional circumstances. The policy on vigil mechanism may be accessed on the Companys website www.smtel.in.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Yours directors also take the opportunity to offer thanks to all the stakeholders for their wholehearted and continued support, assistance and cooperation which had always been a source of strength for the Company. Without this appreciable support it would not have been possible for the company to stands in competitive market, therefore company seeks this support in future too.

	For SMT Engineering Limited
	(Formerly known as Adarsh Mercantile Limited)
Date: 02.09.2025	Vishal Jaiswal	Ajay Jaiswal
Place: Indore	Wholetime Director	Managing Director
	DIN: 01741062	DIN: 01754887