Hy-Tech Engineers Ltd Directors Report

Dear members,

Your Directors are pleased to present the 48th Annual Report together with Audited Financial Statements of your Company for the financial year ended 31st March 2026.

1. FINANCIAL HIGHLIGHTS & STATE OF COMPANY AFFAIRS :

The Companys performance for the year ended 31st March, 2026 as compared to the previous financial year, is summarized below:

(Rs. in million)

Particulars	F.Y. 2025-2026	F.Y. 2024-2025
Income	1,934.35	1,667.07
Less: Expenses	1,628.72	1,405.14
Profit before
Exceptional Items and Tax	305.63	261.94
Less: Tax Expense and
Exceptional Items	79.71	65.75
Net Profit After Tax	225.92	196.19
Other Comprehensive
Income/ (Loss)	2.62	(0.26)
Total Comprehensive
Income	228.54	195.93
Appropriation -
Interim Dividend		- -
Final Dividend		20.88 5.59
Transfer of General Rese	i rve	--

4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR:

Except as disclosed elsewhere in this report, 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 the report.

5. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return prepared in prescribed E-Form MGT - 7 as on 31st March, 2026 is available on Companys website on https://www.hy-techengineers.com/ annual-return-1.php

6. DIVIDEND:

Based on the Companys financial performance, the Board of Directors is pleased to recommend, for the approval of the members, a final dividend of Rs. 0.40 per equity share (i.e., 8% of the face value of 5/- each) for the financial year 2025-26 as against Rs 0.25/- per equity share (5 %) for the year ended 31st March 2025.

7. UNPAID DIVIDEND & IEPF

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and the Company does not have any unpaid dividend and was not required to have any Unpaid Dividend A/c.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves for the year under review.

9. CAPITAL/ FINANCE:

During the year, the Company has not issued/allotted equity or preference shares. As on 31st March 2026, the authorized share capital of your Company is Rs. 52,00,00,000/- and the issued, subscribed and paid- up share capital of your Company is Rs. 417,659,200/- comprising 83,531,840 equity shares of Rs. 5/- each.

10. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Full particulars of loans, guarantees and investments covered under Section 186 of the Companies Act 2013 provided during the financial year under review have been furnished in Annexure I which forms part of this report along with the notes to the financial statements provided with the Annual Report.

11. LOANS FROM DIRECTORS OR THEIR RELATIVES:

During the financial year under review, the Company has repaid all the amounts borrowed from its Promoters Mr. Hemant Mondkar and Mrs. Surekha Mondkar.

Further, there have been no borrowings from any of the Directors during the year under review.

12. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. Such transaction forms part of the notes to the financial statements provided in the Annual Report.

Further, none of these contracts/arrangements/ transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

13. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable

14. HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company had only one wholly owned subsidiary, Hytech ACR Private Limited. Since it was not carrying on any business or commercial activity for a considerable period of time, the management of the subsidiary company had, after due consideration, applied for voluntary strike off of the company under the provisions of Section 248(2) of the Companies Act, 2013 read with the Companies (Removal of Name of Companies from the Register of Companies) Rules, 2016.

Further, your Company, holding 100% of the equity share capital of Hytech ACR Private Limited, as the sole shareholder, had consented to initiate the strike- off process.

Accordingly, the application for striking off Hytech ACR Private Limited was approved by Ministry of

Corporate Affairs on 20th January 2026 and as on date the Company ceases to exist.

The financial position of the subsidiary of the Company, for the year ended 31st March 2026, is put forth in Form AOC-1 and is attached and marked as Annexure II and forms part of this Report. The Company had no associate or joint venture company during the year under review.

15. REMUNERATION/COMMISSION DRAWN FROM HOLDING/ SUBSIDIARY COMPANY:

None of the Directors of the Company have drawn any remuneration / commission from the Companys holding Company / subsidiary Companies.

16. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also available on the Companys website at: https://www.hy- techengineers.com/Policies.php

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is chaired by Executive Promoter Chairman and Managing Director and has an optimum combination of Executive, Non- Executive and Independent Directors who are professionals in their respective fields and bring in a wide range of skills, experience and expertise. The Composition of the Board is available on the website which can be accessed through the link- https:// www.hy-techengineers.com/board-of-directors.php

The following Directors were appointed on the Board during the reporting period-

Name of the Director	Designation	Date of appointment
Mrs. Nandeeta Vengsarkar Wagh	Independent Director	22 nd July 2025
Mr. Hemant Mondkar	Chairman & Managing Director (Re-appointment)	16 th January 2026
Mrs. Surekha Mondkar	Executive Director (Re-appointment)	16 th January 2026
Mr. Balasubramanian Vishwanathan	Additional Director (Executive)	04 th February 2026

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Surekha Hemarrt Mondkar,

Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. Your directors recommend her re-appointment at the ensuing Annual General Meeting.

In a meeting held on July 14, 2026, the Board had, upon the recommendation of Nomination and Remuneration Committee, and subject to the approval of Shareholders, approved the appointment of Mr. Sunil Sathe as Additional (Executive) Director of the Company.

Mr. Balasubramanian V, Additional (Executive) Director, resigned as Director of the Company with effect from July 1, 2026, due to pre-occupation.

None of the Directors are disqualified as on 31st March, 2026 from being appointed as a Director under Section 164 of the Act.

Details of Key Managerial Personnel and Senior Management Personnel as of 31st March, 2025 are as follows:

Name	Designation
Mr. Hemant Mondkar	Chairman and Managing Director
Mr. Sunil Satwani	Chief Financial Officer
Mr. Sandeep Rane	Chief Operations Officer
Mr. Nikhil Borawake	Head- Marketing and Business Development
Ms. Sai Ranadive	Company Secretary and Compliance Office

18. DETAILS OF BOARD MEETINGS:

The Board of Directors met 7 (Seven) times during the financial year ended 31st March 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder on the following dates-

18/04/2025, 22/07/2025, 20/08/2025, 04/09/2025, 10/10/2025, 16/01/2026 and 04/02/2026.

The intervening gap between any two consecutive meetings was within the period prescribed under the provisions of the Companies Act, 2013.

19. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

In accordance with the Companies Act, 2013, the Board is required to undertake a formal annual evaluation of its own performance, as well as that of its Committees and individual Directors. Further, Schedule IV of the Companies Act, 2013, provides that the performance evaluation of Independent

Directors shall be conducted by the entire Board, excluding the Director being evaluated.

Accordingly, the Board has adopted a formal mechanism for evaluating the performance of the Board, its Committees, and individual Directors, i ncluding the Chairman. For theyear under review, the Board conducted the annual performance evaluation of itself, its Committees, and individual Directors. The evaluation results were reviewed and noted by the Nomination and Remuneration Committee and the Board at their respective meetings held on 23 April 2026. The Independent Directors, at their separate meeting, evaluated the performance of the Non- Independent Directors and the Board as a whole.

20. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

21. DECLARATION BY INDEPENDENT DIRECTORS:

TheCompany has receivedthe necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of the Listing Regulations, that he/ she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(l)(b) of the Listing Regulations. And there has been no change in the circumstances affecting their status as Independent directors of the Company

22. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Your Company is committed to conducting its business with the highest standards of integrity, transparency, professionalism, honesty, and ethical behavior. In line with this commitment and pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has adopted a Vigil Mechanism/Whistle Blower Policy, which is also available on the Companys website,

The Vigil Mechanism ensures that Directors, employees, and other stakeholders can report genuine concerns in a secure and confidential manner and provide adequate safeguards against victimization of people who use the Whistle Blower mechanism. It is affirmed that no personnel have been denied access to the Audit Committee under this mechanism. During the year under review, no complaints were received under the Vigil Mechanism/Whistle Blower Policy. The details of the policy and the mechanism for reporting concerns are available on the Companys website at https://www. hy-techengineers.com/policies-pdf/project-darwin- whistle-blower-and-vigil-mechanism-policy.pdf

23. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2026, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as of 31st March, 2026 and of the profit of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls to be followed by the Company have been laid down and such internal financial controls were adequate and were operating effectively during the financial year ended March 31, 2026; and

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

24. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee as under:

for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis; e. Internal financial controls to be followed by the Company have been laid down and such internal financial controls were adequate and were operating effectively during the financial year ended March 31, 2026; and f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Name of the Member	Designation	Nature of Directorship
Mrs. Surekha Mondkar	Chairperson	Executive Director
Mr. Vivek Patwardhan	Member	Independent Director
Mr. Ashwin Hemant Mondkar	Member	Director

The Committee met on July 22, 2025 during the year to review the expenses during the previous year and approved the Annual Action plan for the FY 2025- 2026.

The Company has in place a CSR policy which outlines Companys philosophy towards Companys CSR program implementation. The CSR policy is available on the Companys website https://www. hy-techengineers.com/Policies.php.

The disclosures as required under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 along with committee constitution details are annexed herewith as Annexure III.

25. COMMITTEES:

As on 31st March 2026, the Board has 6 (Six) committees:

a) The Audit Committee

b) The Corporate Social Responsibility Committee

c) The Nomination and Remuneration Committee

d) Stakeholders Relationship Committee and

e) Risk Management Committee.

f) Investment Committee

The Committees consists of an appropriate combination of Independent and executive Directors. During the year, all recommendations made by the committees were approved by the Board. The details of the composition of the Board and its committees are provided on the website of the Company, the link of which can be accessed through https://www.hy- techengineers.com/pdf/committee-composition.pdf.

26. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

1. STATUTORY AUDITORS AND THEIR OBSERVATIONS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2026:

At the 44th Annual General Meeting held on September 30, 2022, M/s. G. M. Kapadia & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five years till the conclusion of the Annual General Meeting to be held for the financial year 2026-27.

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2026 read with the explanatory notes therein are self- explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. COST AUDITORS AND MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 22th July 2025 had appointed M/s. Joshi Apte & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2025-26.

Further, the Company has maintained the Cost Records in the format prescribed in Form CRA-1 as required under Rule 5 of the Companies (Cost Records and Audit) Rules, 2014.

The Cost Audit Report shall be placed before the Board of Directors to be held at a later date for its approval and thereafter the report will be filed within the stipulated period of 30 days from the receipt of the cost audit report.

3. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by

Statutory Auditors of the Company

27. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure IV which forms part of this Report.

28. DISCLOSURE OF INTERNAL FINANCIAL

CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

29. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may have consequences on the Companys businesses and has defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The policy can be accessed via link- https://www. hy-techengineers.com/policies-pdf/risk-assessment- and-management-policy.pdf

30.SECRETARIAL STANDARDS:

The Company has complied with the applicable, mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year 2025-26.

31. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

32. DISCLOSURE PERTAINING TO THE SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

33. DISCLOSURE PERTAINING TO SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

34. DISCLOSURE PERTAINING TO EQUITY SHARES UNDER EMPLOYEES STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

36. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of a one-time settlement with any Bank or Financial Institution.

38. DISCLOSURE FOR COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. 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, 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.

39. PREVENTION OF SEXUAL HARASSMENT POLICY AND ITS REPORTING:

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed and implemented a detailed and comprehensive Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), to provide safe and conducive work environment for the women employees. The policy clearly indicates operational guidelines and mechanism for effectively dealing with cases of sexual harassment / misdeeds against women employees. As per the policy, the Company has established an Internal Committee to look into the complaints and cases falling under the above Act, if any.

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026:

Number of complaints of sexual harassment received during the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than 90 days	NIL

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to sincerely thank all customers, shareholders, suppliers, bankers, business partners/associates, consultants, financial institutions and all other stakeholders for their continued support and encouragement to the Company. Further, the Board expresses its heartfelt appreciation for the dedication, commitment, and hard work of the employees of the Company, whose efforts have been instrumental in the Companys progress and success.

For and on behalf of the Board
Hy-tech Engineers Limited
Hemant Tukaram Mondkar	Surekha Hemant Mondkar
Chairman & Managing Director	Executive Director
DIN:00060995	DIN:00040920
Address: A-160 Main Road, Wagle Industrial Estate,	Address: A-160 Main Road, Wagle Industrial Estate,
Thane-400604.	Thane-400604
Date: 25/07/2026
Place: Thane