Advance Multitech Ltd Directors Report

To

The Members of,

ADVANCE MULTITECH LIMITED

Your Directors are pleased to present the 46^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025.

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS:

Figure for the current year was quite satisfactory. The consolidated revenue for the year is Rs. 968.25 lacs as compared to Rs. 7,84.16 lacs during the last year. The net Profit after tax is Rs. 35.51 lacs as compared to last years Loss after tax of Rs. 682.41 lacs.

TRANSFER TO RESERVES:

The opening balance of Reserves and Surplus is Rs. 556.39 lacs. Profit of Rs. 35.51 lacs is transferred to Profit and loss. The Closing Balance of Reserves and Surplus is Rs. 591.89 lacs.

FINANCIAL SUMMARY:

The companys financial performance for the year ended March 31, 2025 is summarized below:

WEBLINK OF ANNUAL RETURN: Section 134(3)(a) of Companies Act, 2013

The Company is having website i.e. www.advancemulti.in and Annual return of Company has been published on such website. Link of the same is given below: https://www.advancemulti.in/annual-return-mgt-7.html

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year SHARE CAPITAL:

During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital. on 31^st March, 2025 it stood at Rs. 4,02,85,710/- divided into 40,76,781 equity Shares of Rs. 10/- each less Allotment of Arrears of Rs. 4,82,100/-. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Buy Back of Securities/ Sweat Equity/ Bonus Shares/ Issue of Shares with Differential Rights:

During the year under review the Company has not bought back any of its securities, nor has it issued any Sweat Equity or Bonus Shares or Equity Shares with Differential Rights.

Provision of Money by Company for Purchase of its Own Shares by Employees or by Trustees for the Benefit of Employees:

During the period under review, there were no instances for the company to comply with the provisions of Section 67 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2025, Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries/associates/joint ventures companies, no consolidated financial statements required to be given.

Pursuant to Section 134(5) of the Companies Act, 2013,the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2025 that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. The Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31st March, 2025 and profit of the Company for that period;

c. The Directors 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. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

However, there are no materially significant related party transactions during the financial year made by the Company, thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year is given in Note no. 31 to the Balance Sheet i.e. as per Accounting Standard -18

COST AUDIT AND COST RECORDS:

The Provision of Cost audit and cost records is not applicable to the Company. CORPORATE GOVERNANCE:

Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, is not applicable to the Company and hence nothing to report thereon.

As the Companys net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.

RISK MANAGEMENT:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

INSIDER TRADING POLICY:

The Policy provides the framework in dealing with securities of the Company. The Policy was revised and adopted effective April 01, 2019. The Insider trading policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Key changes include, inter alia, change in definition of Designated Persons, Maintenance of digital database, internal controls and policy and procedure for inquiry in case of leak of UPSI.

INTERNAL FINANCIAL CONTROL:

The Company has a good system of internal controls in all spheres of its activity. The internal control system is supplemented by effective internal audit being carried out by an external firm of Chartered Accountants. The Audit committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion / observation of the Auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control system adequate to the size of the Company exists.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.During the year there were changes that took place amongst directors.

The Board of Directors of the company has various Executive and Non-Executive Directors including Independent Directors who have wide experience in different disciplines of corporate functioning.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Himanshubhai Surendrabhai Shukla (DIN: 09216343) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment

In the Financial Year 2024-25, Board of Directors has appointed Mr. Nishit Bharatbhai Popat and Mrs. Priyanka K Gola in place of Mr. Nirish Parikh, Mr. Vivek Pareek and Mr. Chetan Patel as Director in the category of Non-Executive Independent Director of the company w.e.f. 13th August, 2024.

Mr. Pulkit Goenka has resigned as Non-Executive Director w.e.f. 13^th August, 2024.

Brief details of Director proposed to be re-appointed as required under regulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual General meeting.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.advancemulti.in

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors of the company as on 31^st March, 2025 is as under:

Note:

*Mr. Nirish Parikh has resigned as a Non-Executive Independent Director w.e.f. 13/08/2024.

* Mr. Vivek Pareek has resigned as a Non-Executive Independent Director w.e.f. 13/08/2024.

* Mr. Chetan Patel has resigned as a Non-Executive Independent Director w.e.f. 13/08/2024.

* Mr. Pulkit Goenka has resigned as a Non-Executive Non- Independent Director w.e.f.

13/08/2024.

* Mr. Nishit Bharatbhai Popat is appointed as a Non-Executive Independent Director w.e.f.

13/08/2024.

* Mrs. Priyanka K Gola is appointed as a Non-Executive Independent Director w.e.f. 13/08/2024.

None of the Directors hold office in more than 20 companies and in more than 10 public companies as prescribed under Section 165(1) of the Act. No Director holds Directorships in more than 7 listed companies. Further, none of the Non-Executive Directors serve as Independent Director in more than 7 listed companies as required under the Listing Regulations. The Managing Director does not serve as an Independent Director in any listed company.

07(Seven) Board meetings were held during the year in accordance with the provisions of the Act where due quorum were present in each meeting. The Agenda of the board meeting and notes of the agenda are circulated to the directors well in advance. The members of the board discussed each and every item of the agendas freely in detail. Dates of Board Meeting and No. of directors attending meeting are:

AUDIT COMMITTEE:

The company has an Audit Committee. The Composition of Committee is as under:

Sl N o.	Name of Members	Member/ Chairman	No. of Meeting entitled	Number of meeting Attended
1	Mr. Nirish Parikh (upto 13.08.2024)	Chairman	2	2
2	Mr. Chetan Popatlal Patel (upto 13.08.2024)	Member	2	2
3	Mr. Himanshubhai Surendrabhai Shukla	Member	4	4
4	Mr. Nishit Bharatbhai Popat (w.e.f. 13.08.2024)	Chairman	2	2
5	Mrs. Priyanka Gola (w.e.f. 13.08.2024)	Member	2	2

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013. During the year under review, the audit committee met on 24.05.2024, 13.08.2024, 12.11.2024 & 13.02.2025.

FUNCTIONS AND POWERS OF AUDIT COMMITTEE:

The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including observation of the auditors and review of financial statement before their submission to the Board and discuss any related issue with internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter in relating to any terms specified in Section 177 or referred to it by the Board and duties, authority and powers referred to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

RESPONSIBILITY OF THE COMMITTEE:

The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and investigation from time to tome and may require submitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit report shall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee. NOMINATION AND REMUNERATION COMMITTEE:

The Company has Nomination and Remuneration Committee: The Composition of Committee is in accordance with the Companies Act, 2013. Members of the Committee are as under:

* Mr. Chetan Patel has resigned as a Non-Executive Independent Director w.e.f.

13/08/2024.

During the year 1 (one) meeting of the Nomination and Remuneration Committee was

held during the Financial year 2024-25 on 13^th August, 2024.

The Committee shall have at least the following basic responsibilities:

• To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

• To formulate and review criteria that must be followed for determining qualification for determining qualifications, positive attributes and independence of director.

• To recommend the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees and to ensure compliance with the remuneration policy set forth by the Company.

• To propose to the Board the members that must form part of the Committee.

• To report on the systems and on the amount of the annual remuneration of directors and senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee has Investor Grievance Committee as Stakeholders Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013. The Composition of the Committee is as under:

During the Financial year, 1 (One) meeting of the Stakeholder Relationship Committee was held on 13^th February, 2025. Requisite quorum was present during the meetings.

Basic Responsibilities of the Committee:

• Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non receipt of annual report etc.

• Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

• Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.

• Providing guidance and making recommendation to improve service levels for investors.

Details of the Meeting and its attendance are given as under:

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well

as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Various aspects of the Boards functioning were evaluated such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

REMUNERATION TO DIRECTORS:

The remuneration paid to Directors, Non-Executive Directors and Independent Directors are disclosed in the Extract to the Annual Return i.e. MGT - 9 as available on the website of the company at www.advancemulti.in.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

The Company affirms denied access to the Audit Committee. To ensure proper functioning of vigil mechanism the Audit Committee of the Company on quarterly basis take note of the same.

Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

EMPLOYEE STOCK OPTION ETC:

During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed M/s. Patawari & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2025. The secretarial Report has been annexed as Annexure - B to the Directors Report.

AUDITORS AND AUDITORS REPORT:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its 43^rd Annual General Meeting(AGM") held on 30^th September, 2022 approved the appointment of M/s. Suresh R. Shah & Associates Chartered Accountants (Firm Registration Number: 110691W) as Statutory Auditor for a period of 5 years commencing from the conclusion of 43^rd AGM till the conclusion of the 48^th AGM to be held in the year.

There is no qualification or adverse remarks made by the auditors in their report.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Board of Directors has appointed Tibrewal Bhagat & Associates, Chartered Accountants, (M.No.: 125173) as Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the internal audit.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ["POSH"]:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal

Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(x) of Companies (Accounts) Rules,2014, no case has been reported during the year under review.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITY:

Particulars of investment made, loans given etc are given in the financial statement (Please refer to Note 4 and 5 to financial statement). The Company has not provided any guarantee for the loans availed by others. The Company has not provided any security for the loans availed by others.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

Our industry is not heavy consumer of energy, further during the year under review the company made efforts to conserve energy through reduction consumption, the company will continue to endeavor of conserve energy and use it more efficiently. Particulars of Energy conservation and its use is given below:

Particulars	2024-2025	2023-2024
Electricity Purchase	37516	1773701
Total Amount (Rs.)	529425.64	18293067.80
Rate per unit (Rs.)	14.11	10.31

Company is having its own research & development facilities. The process of development is a continuous process resulting in development of new & import substitute products. Company is taking all appropriate measures to absolve the technology in its area of operation.

Particulars of Foreign exchange earnings and outgo is provided in the notes to the accounts. Members are requested to refer the same.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of One Crore and two Lakh rupees or more or if employed for the part of the financial year was in receipt of remuneration of Eight lakh fifty thousand Rupees or more per month.

However the information required pursuant to Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure C to the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Management Discussion and Analysis report form part of the Annual Report and is annexed herewith as Annexure D.

REMUNERATION POLICY

The companys policy relating to appointment of directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - E and is attached to this report.

DEPOSITS:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the Companies Act, 2013.

DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

GENERAL SHAREHOLDER INFORMATION

46th Annual General Meeting
Venue	Plot No. 167, Pirana Road, Village: Piplej, Ahmedabad
Date	September 30, 2025
Time	04:00 P.M.
Book Closure	From 24/09/2025 to 30/09/2025 (both days inclusive)

LISTING OF SHARES: BSE

Your Company is currently listed with BSE Ltd. The company has paid listing fees for the year 2024-2025. The Company is suspended on BSE Portal. Bse has Issued In-Prinicpal Approval letter date 21/07/2025.

ISIN of the Company: INE875S01019.

REGISTRAR AND SHARE TRANSFER AGENTS: (R & T) & SHARE TRANSFER SYSTEM

The company has appointed M/s. Bigshare Services Private Limited, A-802, Samudra Complex, off C G Road, Navrangpura, Near Girish Cold Drinks Ahmedabad 380009, Gujarat India.as Registrar and Transfer Agents for electronics shares. The average time taken in transfer of shares is 15 days provided documents are correct and valid in all respect. The depositories directly transfer the dematerialized shares to the beneficiaries.

ACKNOWLEDGMENT:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties.

By Order of the Board of Directors FOR, ADVANCE MULTITECH LTD

ARVIND GOENKA

CHAIRMAN & MANAGING DIRECTOR

DIN:00093200

Registered Office :

36, Kothari Market, Ahmedabad - 380 022

Place: Ahmedabad Date: 13.08.2025