Hazoor Multi Projects Ltd Directors Report

To, The Members, Hazoor Multi Projects Limited

Your Directors take pleasure in submitting the 33 rd Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31 st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

(Rs. in Lakhs)

Particulars	For the year ended 31-03-2025*	For the year ended 31-03-2024*	For the year ended 31-03-2025*	For the year ended 31-03-2024*
	Standalone		Consolidated
Revenue from operations	39475.68	48985.04	63768.00	54455.64
Other Income	545.71	475.09	599.30	475.09
Total Revenue	40021.39	49460.13	64367.30	54930.73
Profit before tax and Exceptional	2083.55	7397.22	5639.34	8585.82
Items
Exceptional Items	0.00	0.00	0.00	0.00
Profit before Taxation	2083.55	7397.22	5639.34	8585.82
-Current Tax	550.00	1900.00	1493.16	2199.15
-Deferred Tax	16.51	9.73	(1.80)	9.73
-Excess/Short provision of tax	107.68	0.00	150.39	0.00
Net Profit/(Loss) For The Year	1409.35	5487.50	3997.59	6376.95

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company s website www.hazoormultiproject.com.

2. STATE OF COMPANY S AFFAIR

During the year, Your Company on a standalone basis recorded revenue from Operations 39475.68 Lakhs during the current financial year as compared to total revenue of 48985.04 Lakhs in financial year 2023-24 and Profit before Tax for the year 2024-25 stood at 2083.55 Lakhs as compared to profit before tax of 7397.22 Lakhs in financial year 2023-24. Profit after Tax for the current year stood at 1409.35 Lakhs as compared to profit after Tax of 5487.50 Lakhs in financial year 2023-24.

During the year, Your Company on a consolidated basis recorded revenue from Operations 63768.00 Lakhs during the current financial year as compared to total revenue of 54455.64 Lakhs in financial year 2023-24 Profit before Tax for the year 2024-25 stood at 5639.34 Lakhs as compared to profit before tax of 8585.82 Lakhs in financial year 2023-24. Profit after Tax for the current year stood at 3997.59 Lakhs as compared to profit after Tax of 6376.95 Lakhs in financial year 2023-24.

A detailed analysis on the Company s performance is included in the " Management s Discussion and Analysis " Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. The Company continues to pursue its vision of being a leading player in the infrastructure sector. With a strong track record and growing capabilities, we are well-positioned to emphasis on infrastructure development across the country. Our priorities are as follows:

23

Raising the more customer base

Provide the best services and retain the existing client base. Expanding our project portfolio. Enhancing execution capabilities. Maintaining quality and compliance. Pursuing sustainable practices.

Scaling up our technical, financial, and operational capacity to execute large-scale and complex projects with increased efficiency and speed.

4. DIVIDEND

The Board is pleased to recommend a final dividend of 20% i.e. Re. 0.20 per equity share for the financial year 2024-25. The dividend if approved by the members will be paid to the members within time limit defined in the Companies Act, 2013.

5. UNCLAIMED DIVIDEND

There is balance lying in unpaid equity dividend account. Details are showing on the website https://hazoormultiproject.com/compliance/.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

The Company s Authorised Share capital comprising:

(i) Rs. 50,50,00,000 (Rupees Fifty crores Fifty Lakhs) equity share capital divided into 50,50,00,000 (Fifty Crores Fifty Lakhs) Equity Shares of Re. 1/- each; and

(ii) Rs. 50,00,00,000 (Rupees Fifty crore) Preference Share Capital divided into 500 (Five Hundred) Preference Shares of Rs. 10,00,000 each;

As at March 31, 2025, the Company has issued 1,25,85,300 (after sub division 12,58,53,000) convertible warrants into Equity Shares by way of Preferential basis to the Non-Promoters persons at an issue price of Rs. 300/- (Rs. 30/- after sub division) out of which 25% upfront money i.e. 7.5/- per warrant has already been received by the Company, the balance 75% payment against the warrant for 4,28,83,500 warrants is received and still 8,29,69,500 has to be received within 18 months from the date of allotment. On receipt of full amount of warrant issue price, the warrants will be converted into 12, 58, 53,000 fully paid up equity share capital.

The members of the Company, at the 32 nd AGM held on 27 th August, 2024, approved the sub-division (split) of each equity share having a face value of Rs. 10/- (Rupees Ten) into 10 (Ten) equity shares of Rs. 1/- (Rupee One) each. The Authorised Share Capital is now divided into 50,50,00,000 equity shares of Rs. 1/- each and 500 preference shares of Rs. 10,00,000/- each.

Your Company has in its Members Meeting held on 21st February 2025 approved an issue of 7, 00, 33,000 fully convertible warrants by way of Preferential Allotment. (The in-principle approval for the same is pending before the Stock Exchange).

Apart from this the Company has not issued any shares with different rights, sweat equity shares or employee stock options. The Issued, Subscribed and paid up Capital are as under:

Issued Capital	22,31,20,000
Subscribed Capital	22,31,20,000
Paid Up Capital	22,30,11,558*

* This includes only Fully Paid Up shares of the Company. The Company has 14,459 Partly Paid up shares which is in process of Forfeiture.

8. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31 st March 2025, the Company has following Subsidiaries, Joint Venture And Associate Companies:-

Sr. No. Name of Company	Status
1. Hazoor Infra Projects Private Limited	Wholly owned subsidiary
2. Hazoor New & Renewable Energy Private Limited	Wholly owned subsidiary
3. Square Port Shipyard Private Limited	Wholly owned subsidiary
4. Rappture Projects Private Limited	Associate Company

a. The Principal Business of the M/s. Hazoor Infra Projects Private Limited:

To carry on the business as a Special Purpose Vehicle (SPV) for the four laning of the Arawali Kante section of NH-17 (New NH-66) from km 241.30 to km 281.30 (total length - 39.24 Km) in the State of Maharashtra on Design Build Operate Transfer (Hybrid Annuity) basis.

b. The Principal Business of the M/s. Hazoor New & Renewable Energy Private Limited:

To carry on the business as a to carry on the business of design, research, manufacture, producing, processing, generating, accumulating, preserving, mixing, alter, sell, finance, as developers, consultants, contractors, subcontractors, importers, exporters, buyers, sellers, assemblers, hirers, repairers, dealers, stockiest, marketing, managing, wholesalers, retailers, jobbers, traders, agents, brokers, representatives, leasing, renting, utilizing of electricity , steam, power, develop energy-efficient technologies and renewable energy solutions, including solar panels, solar cells, wind power systems, bioenergy technologies, biofuels, geothermal energy, compressed bio gas energy, hydel energy, nuclear energy, coal, gas lignite, biomass, tidal , wave energy, and other conventional, non-conventional and renewable energy sources, waste treatment plants of all kinds, and equipments thereof in India and outside India, with the aim of promoting sustainable practices by harnessing both conventional and non-conventional energy sources for power generation and distribution, establishing strategic collaborations with leading multinational companies for technology transfer, consortium, joint ventures, and global solutions and engage in the development and implementation of energy distribution infrastructure, including smart grids, and facilitate the wheeling, banking, and sale of electricity to government bodies, state electricity boards, power finance corporations, private corporations, and entrepreneurs, in addition to manufacturing and exporting renewable energy equipment and products globally. Includes promote the adoption of renewable energy across residential, commercial, and industrial sectors, and support the production of sustainable biofuels, all while expanding its global presence and contributing to the transition to a cleaner, more sustainable energy future.

c. The Principal Business of the M/s. Square Port Shipyard Private Limited:

To carry on business of manufacture, produce, assemble, alter, build, break, construct, convert, commercialize, control, design, develop, dismantle, distribute, display, lay down, establish, exchange, erect, equip, fit up, fabricate, hire, handle, let on hire, release, install, maintain, operate, organize, prepare, promote, repair, overhaul, renovate, recondition, remodel, service, load, unload, supervise, supply, import, export, buy, to deal in all sizes, varieties, capacities, modalities, specifications, descriptions, characteristics, applications and uses of ships, boats, vessels, tankers, and floating structures including cruise ships, excursion boats, cargo ships, barges, ferry boats canvasses, sailboats, motorboats, tugs and pusher crafts, rafts, tanks, coffer-dams, landing stages, buoys, beacons, floating platforms, dredgers, fire and to do all incidental acts and things necessary for the attainment of the foregoing objects.

d. The principal business of the M/s. Rappture Projects Private Limited (Formerly known as Karmvir Intelligent Infra Private Limited):

M/s. Rappture Projects Private Limited is engaged in the business in India and abroad the business of infrastructure activities, real estate developers, builders, contractors to purchase, acquire, develop, renovate, redevelop, re- condition, improve, maintain and to deal and market all kinds of properties in any manner whatsoever.

There has been no material change in the nature of the business of the subsidiaries.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.hazoormultiproject.com:

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and b) Audited annual accounts of the subsidiary companies. As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure-1 to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

10. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

Your Company has also incorporated on 08 day of April, 2025 a wholly owned subsidiary company limited by Shares by the name " Hazoor Multi Projects UK Limited " , inter-alia, to carry on the business as a construction of commercial buildings, domestic buildings, roads and motorways, other civil engineering projects which is in line of business of the Company and leverage business opportunities in UK.

Your Company also acquired 51.00% of the paid-up share capital of M/s. Vyom Hydrocarbon Private Limited (Subsidiary Company) on 03 rd July, 2025 pursuant to a Share Purchase Agreement was incorporated in the year 2023 under Companies Act, 2013 and is engaged in the business of cater of all equipment, services, infrastructure and other related needs of the Oil & Gas Industry including but not limited to, providing state of art oil field equipment, Drilling Rigs Onshore & Offshore, Workover Rigs, vessels, tools, manpower, oil field services and to further identify and capitalize business opportunities in Oil & Gas sector both Onshore and Offshore, specifically in renting oil field equipments, or otherwise to provide all types of services to oil and gas industries including but not limited to technical, operational, production, survey, oil exploration, High Tech Drilling, and short-hole drilling services and also on shore and offshore drilling services, management consultancy and or services of consulting engineers and or making surveys and/or doing the business of general suppliers of any material in connection with the business, and/or to carry on business as a distributor, supplier and or Stockist of plant, machinery, equipment, supplier of goods and materials, services of every description used in oil, gas processing, mining, manufacturing and all such industries related thereto, and/or to enter into agreement with Indian or with foreign party for giving assistance and advice and to prepare detailed engineering drawings and specification s for the same arid to act as consulting engineers end consultants in relation to all types of engineering work and to explore, extract, excavate, procure, produce, pump, refine, purify, store, research, prepare, promote, prospect, process, grade, split, remove, amalgamate, barter, convert, clean, commercialise, compound distribute, discover, handle, import, export, buy, sell, market organise, manage, protect, provide, vapourise, condense, concentrate, dilute, mix, and to act as agent, broker, stockist, C&F Agent, transporter, consultant, engineering, contractor, advisor, job worker, export house or otherwise to deal in all sorts of crude & refined petroleum oils and natural gasses, oleaginous and saponaceous, their products, residues, ingredients, derivatives, formulations, blends, mixtures, goods and materials and/or to carry on the business in the area of environmental engineering covering designing, planning, erecting, constructing, preparing, acquiring, owning, transferring, operating, maintaining by any mode all types of works/projects pertaining to environmental engineering/management, including but not restricted to Integrated Waste Management Facilities including waste processing and legacy waste clearance, Pollution Monitoring System, Water and Waste Water Treatment, distribution, collection, disposal of Hazardous and Industrial Waste collection, transportation, treatment, disposal of Municipal Solid Waste collection, transportation, Treatment, Composting etc, Decontamination of contaminated site, Bio-medical waste management, Electronic and electrical waste management.

This strategic acquisition is expected to enhance the Company s presence in the hydrocarbon and infrastructure development segments, contributing to long-term growth and diversification of the Company s operations .

Subsequent to the closure of the financial year, the Paid-up Share Capital of the Company has been increased from 22, 30, 11,558 to 23, 00, 25,058 pursuant to Conversion of Convertible Warrants into Equity. This change in capital structure has been duly recorded and filed with the Registrar of Companies as per applicable provisions of the Companies Act, 2013.

Apart from the above, there have been no other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which financial statements relates and the date of this report.

11. STATUTORY INFORMATION

The Company is basically engaged in the business of infrastructure and Construction and is a Real estate Company.

12. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company s operation in nature.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Pawankumar Nathmal Mallawat (DIN: 01538111), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company s policy on directors appointment and remuneration is available on the website of the company at https://hazoormultiproject.com/board-of-directors/.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company:

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Radheshyam	Managing Director	14.11.2024	03.02.2025	-
Laxmanrao Mopalwar
Mr. Pawankumar	Executive Director	12.01.2022	10.02.2022	-
Nathmal Mallawat
Ms. Tunviey Mopalwar	Executive Director	31.12.2024	03.02.2025	-
Mr. Tejas Kirtikumar	Executive Director	29.05.2024	-	-
Thakkar
Mr. Dineshkumar	Executive Director	09.02.2018	25.08.2023	31.12.2024
Laxminarayan Agrawal
Mr. Akshay Pawankumar	Whole Time Director	30.07.2020	24.09.2020	31.12.2024
Jain
Mr. Akshay Pawan Kumar	CEO	14.02.2024	-	-
Jain
Ms. Madhuri Purshottam	Non-Executive	19.07.2022	27.09.2022	-
Bohra	Independent Director
Ms. Pratima Prem Mohan	Non-Executive	25.08.2023	21.09.2023	-
Srivastava	Independent Director
Mr. Arvind Vilasrao	Non-Executive	29.05.2024	-	-
Sapkal	Independent Director
Mr. Pramod Kumar	Non-Executive	29.05.2024	-	-
	Independent Director
Mrs. Divya Solanki	Non-Executive	29.06.2024	-	-
	Independent Director
Mr. Harsh Harish Sharma	Non-Executive	30.07.2020	24.09.2020	13.02.2025
	Independent Director
Mr. Robert Jonathan	Non-Executive	31.12.2024	03.02.2025	30.05.2025
Moses	Independent Director
Ms. Francisca Rosario	CFO	31.12.2024	-	07.04.2025
Mr. Samir Mahendra	CFO	29.04.2025	-	-
Desai
Mr. Swaminath Chhotelal	Company Secretary	09.08.2023	-	07.07.2025
Jaiswar
Mr. Mukund	Additional Independent	13.08.2025	-	-
Shriniwasrao Bilolikar	Director
Mrs. Shruti Jigar Shah	Additional Executive	28.08.2025	-	-
	Director

15. ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2024-25 is available on Company s website at https://hazoormultiproject.com/annual-return/.

16. DEPOSITORY SYSTEM:

The Company s equity shares are available for Dematerialisation through National Securities Depository Limited ( " NSDL " ) and Central Depository Services (India) Limited ( " CDSL " ). As of March 31, 2025, 99.90% of the Company s equity shares were held in dematerialised form.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

Your Board endeavors that all contracts/arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm s length basis only.

During the year under review the Company had not entered into transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://hazoormultiproject.com/policies/.

Further, all related party transactions entered into by the Company were in the ordinary course of business and were on an arm s length basis, hence, disclosure in Form No. AOC-2 is not applicable to the company. The related party transactions entered into by the company are disclosed in the note 45 in the financial statements forming part of the Annual Report.

18. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, forms the part of Corporate Governance Report as given in Annexure-2. The composition of the Board and its committee is also available on the website of the company at www.hazoormultiproject.com.

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	12/04/2024	6	6
2.	03/05/2024	6	6
3.	29/05/2024	6	6
4.	25/06/2024	9	9
5.	29/06/2024	9	9
6.	26/07/2024	10	10
7.	12/08/2024	10	10
8.	16/09/2024	10	10
9.	29/10/2024	10	6
10.	14/11/2024	10	6
11.	03/12/2024	11	6
12.	31/12/2024	11	9
13.	28/01/2025	11	7
14.	13/02/2025	11	11
15.	03/03/2025	10	6

19. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition, if any, is given in Annexure-2 in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at https://hazoormultiproject.com/.

20. LOANS, GUARANTEES AND INVESTMENT

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

21. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013. There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar. Except Mrs. Divya Solanki who was appointed on 29.06.2024 and Mr. Mukund Shriniwasrao Bilolikar was appointed on 13.08.2025.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on March 24, 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

23. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://hazoormultiproject.com/policies/.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That 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 if the Company at the end of the financial year and of the profit of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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.

25. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

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 committee 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 meetings 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 Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 24th March, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

26. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board s report. The detailed report form part of Independent Auditors Report.

28. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company as Annexure - 2 . The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

29. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given below:

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy: NA (iii) The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NA (iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year): NA

(iv) The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of director s report is given in Annexure 3.

31. AUDITORS

STATUTORY AUDITORS:

M/s VMRS & Co., Chartered Accountant are Statutory Auditors of the Company, who were re-appointed in 32 nd Annual General Meeting held on August 27, 2024 to hold the office until the conclusion of the 37 th Annual General Meeting. Thus, no further action is required in this regard.

INTERNAL AUDITOR:

The Board has appointed M/s. Satya Prakash Natani & Co., Chartered Accountants Mumbai as an Internal Auditor for 5 Years from financial year 2024-25 to 2028-29 in the Board meeting held on December 31, 2024 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee.

SECRETERIAL AUDITOR:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company for the financial year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual General Meeting, for the appointment Mr. Ranjit Binod Kejriwal, Company Secretary in practice, (FCS: 5985, COP: 6116) and a Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of the company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from April 01, 2025.

The secretarial report for the financial year 2024-25 is attached as Annexure-4 . Report of secretarial auditor is self-explanatory and need not any further clarification.

a. There was a delay of approximately two minutes in disclosing the outcome of Board meeting, deferring the timelines of Regulation 30 of SEBI LODR. b. There was a delay of six days in disclosing the outcome of Fund-Raising Committee meeting, deferring the timelines of Regulation 30 of SEBI LODR. c. There was a delay of six days in disclosing the details of investment/acquisition, deferring the timelines of Regulation 30 of SEBI LODR. d. The details required as per relevant SEBI circulars on Regulation 30 were not mentioned in the disclosures made for the work orders received. e. The details required as per relevant SEBI circulars on Regulation 30 were not mentioned in the disclosure made for the allotment of 1, 25, 85, 300 fully convertible warrants. As required by the aforesaid circulars, the pre issue and the post issue equity holding of allottees were not disclosed. f. The acquisitions done by the company were not filed in XBRL mode with the stock exchange. g. The position of CFO was vacant for a period of nine months in the financial year 2024-25. h. The initial dispatch on Annual Report without the significant accounting policies was completed on 03.08.2024, and the Company dispatched the revised Annual Report on 26.08.2024 containing the significant accounting policies. The newspaper advertisement of such revision was not published. i. The company has not submitted the report of monitoring agency appointed for monitoring the utilization of preferential issue proceeds within the prescribed timelines in the financial year, resulting to non-compliance of provisions of Regulation 32(7) of SEBI LODR. j. The company had dispatched a corrigendum for notice of Extraordinary General Meeting on 03.05.2024, however, the newspaper advertisement of the same was not published. k. The company had dispatched a corrigendum for notice of Extraordinary General Meeting on 17.02.2025, however, the newspaper advertisement of the same was published on 19.02.2025. l. The company had not filed the XBRL of prior intimation of Board meeting for the Board meeting to be held on 16.09.2024. m. The company has not filed Form PAS-3 for allotment of 1, 25, 85,300 fully convertible warrants on preferential basis made on 25.06.2024. n. The company utilised the fund without filing Form PAS-3 for conversion of 1, 46,061 warrants into equity shares.

The management hereby assures that they will be more vigilant and aware that such errors does not happen.

Following forms are filed after the due date:

Sr. No. Forms	Purpose of form	SRN	Due Date of filing		Date of filing
1. MGT-14	Allotment of Securities and Sell, lease	AB0794225	11/05/2024		23/09/2024
	or otherwise disposal of the whole, or
	substantially the whole, of the
	undertaking.
2. SH-7	Increase in authorised share capital	AA8763088	05/06/2024		27/06/2024
3. PAS-3	Conversion of 1,46,061 warrants into	AA9786704	11/07/2024		15/08/2024
	equity shares
4. IEPF-2	Statement of unclaimed and unpaid	AB1676510	25/11/2024		04/11/2024
	amounts.
5. SH-7 +	Consolidation or Division of Shares	AB1865095	25/09/2024		16/11/2024
INC-33	and Alteration in capital clause of
	MOA
6. MGT-14	Appointment & Resignation of	AB2619353	29/01/2025		04/02/2025
	Directors, KMP, Internal Auditor and
	Approval of Related Party
	Transactions
7. DIR-12 Appointment & Resignation of		AB2600633	29/01/2025	03/02/2025

The Management informed that the form could not be filled within due date due to certain connectivity issues.

32. COMMENTS ON AUDITOR S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2024-25 forms part of this Board report in Annexure 5.

The Company had transferred Rs. 3,60,571/- , being the unspent CSR amount pertaining to financial year 2023-24 in PM Cares Fund on 09 th September, 2024.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the Companies Act 2013 read with rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed in Annexure 6 to this report and form part of this Report.

The detailed remuneration policy of the Company is available on the below link: https://hazoormultiproject.com/policies/.

35. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-7.

36. CEO AND CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CEO and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-25. The certificates received are attached herewith as per Annexure 8.

37. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

38. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure 9.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link: https://hazoormultiproject.com/code-of-conduct/.

39. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE

GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. Our Company s core business objective is to achieve growth with transparency, accountability and with independency. The Company has adopted various corporate governance standards and has been doing business in ethical way by which Company has enhanced stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s VMRS & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure 10.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure 11.

41. SEXUAL HARASSMENT OF WOMEN

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

Number of complaints received during the financial year: Nil Number of complaints disposed of during the financial year: Nil Number of cases pending for more than ninety days: Nil

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the Company. The Committee also has an external senior representative member who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The Company s policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

43. FRAUD REPORTING

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

44. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. N. Ritesh N. & Associates, Cost Accountants, Mumbai (Firm Registration No. 100675) have carried out the cost audit for the cost records maintained for the FY 2024-25. The Board, on the recommendation of the Audit Committee, has appointed M/s. N. Ritesh N. & Associates, as Cost Auditors of the Company for conducting the audit of cost records maintained for the FY 2025-26 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the Members of the Company at the ensuing 33 rd Annual General Meeting.

45. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://hazoormultiproject.com/policies/.

46. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

47. OPINION OF BOARD

Financial Year 2024-25, three Independent Directors were appointed in the company. The Board of directors consists of independent Director having integrity, relevant expertise and experience.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

49. CREDIT RATING

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

50. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

51. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the 31 st March, 2025.

Male Employees: 39 Female Employees: 14 Transgender Employees: 0

This disclosure reinforces the Company s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

52. DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of 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 to the Company.

53. APPRECIATION

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all stakeholders of the company viz. Shareholders, banks and other business partners for their valuable support and look forward to their continued co-operation in the years to come. The Directors place on record their sincere appreciation to all employees of the company for their support and contribution to the company.

54. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from

Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Mumbai		For the Board of Directors
Date: 28.08.2025		Hazoor Multi Projects Limited
	Sd/-	Sd/-
	Radheshyam Laxmanrao Mopalwar	Pawankumar Nathmal Mallawat
	Chairperson & Managing Director	Executive Director
	DIN: 02604676	DIN: 01538111