Merritronix Ltd Directors Report

To

The Members,

Your Directors have pleasure in submitting their 36* Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31tt March 2024.

1. FINANCIAL SUMMARY:

Amount in INR (Lakhs)

Particulars	As at the end of current reporting period 31.03.2024	As at the end of previous reporting period 31.03.2023
Total Revenue	8572.18	5326.10
Total Expenses	8087.70	5276.88
Net Profit before Exceptional &	484 48	49.22
Extraordinary items & Tax
Less: Exceptional Items	0	0
Less: Extraordinary Items	0	0
Net Profit before Tax	484 48	49.22
Less: Current Tax/earlier tax	158.37	16.10
Deferred Tax	9.55	2.51
Net Profit After Tax	316.56	30.61

2. DIVIDEND:

No Dividend was declared for the current financial year

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to our Company.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The performance of the Company during the last year has substantially increased and stood at Rs.8569.90 lakhs against the previous turnover of Rs.5317 38 lakhs as the Companys efforts in the earlier on development of a proprietory modules to our customers earned rampedup revenues

along with bottom line. The profit for the year increased to 316.56 lakhs from 30.61 lakhs for the previous year.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

6. WEB ADDRESS:

The Web Address of the Compamy is www.merritronix.com , where the required details are placed under the Annual Return as per sec 92 of the Companies Act, 2013.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

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	Nil
(iii)	The Capital investment on energy conservation equipment.	Nil

B. TECHNOLOGY ABSORPTION

(i)	The effort made towards technology absorption	Nil
(ii)	The benefits derived like product improvement cost reduction / product development or import substitution.	Nil
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
	(a) The details of technology imported	Nil
	(b) The year of import	Nil
	(c) Whether the technology has been fully absorbed	Nil
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	Nil
(iv)	Specific areas in which R & D carried out by company	Nil
(v)	The expenditure incurred on Research and Development	Nil
(vi)	Benefits derived as a result of the above R&D	Nil

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year, the total foreign exchange earnings was Nil and the total foreign exchange outgo was Rs. 147.58 Lakhs.

D. STATEMENT CONCERNING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY :

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

E. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The Company has granted loans or advances in the nature of loans to its director for an amount of Rs. 327.41 lakhs during the year.

F. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, are in Form AOC-2 which is annexed as Annexure-B.

G. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.

H. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-A and is attached to this Report.

I. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board of Directors met 04 (Four) times during this financial year on 31" May, 2023, 30" August, 2023,16,n September, 2023, 20"" November, 2023 and 7" February, 2024 ,

The Names of the Directors on the Board, their attendance at the Board Meetings during the year given below:

SI. No.	Name of the Director	Designation	No. of BMs held	No. of BMs attended
i.	Dovari Amarnath	Director	5	5
2.	Kethan Chandra Darsy	Director	5	5
3.	Yesu Das Dovari	Director	5	5

J. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss 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 this Act 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 Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; 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.

K. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.

L. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

M. DIRECTORS:

Mr. Yesu Das Dovari (holding DIN: 01794872) has been appointed as the Director of the Company w.e.f 31.05.2023.

The Company is not mandatorily required to appoint any whole time Key Management Personnel (KMP).

During the fmanical year, none of the directors are attracted to any of the disqualifications specified under sec 164 of the Companies Act, 2013.

N. KEY MANAGERIAL PERSONNEL

The Company being a Private Limited Company, the provisions of Section 203 of the Companies Act, 2013 are not applicable.

O. DECLARATION OF INDEPENDENT DIRECTORS:

The provisions of Section 149 for appointment of Independent Directors do not apply to the company.

P. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed

Q. STATUTORY AUDITORS:

M/s. DAGLIYA & CO., bearing Firm Registration Number: 00671S, Chartered Accountants, Hyderabad were appointed as the Statutory Auditors of the Company in this Annual General Meeting of the Company for a period of five years from the conclusion of this AGM and up to the conclusion of Annual General Meeting of the Company to be held in 2029 They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

R. SECRETARIAL AUDITOR:

The provisions of section 204 pertaining to Secretarial Auditor are not applicable to the Company.

S. INTERNAL AUDITOR:

The internal Auditors are not appointed. The provisions of section 138 pertaining to appointment of Internal Auditor are not applicable to the Company.

T. COST AUDITOR:

The maintenance of cost records and cost audit is not applicable as per the provisions of Companies (Cost records and Audit) Rules, 2014

U. AUDITORS* REPORT:

There are not Qualifications or comments made by auditors report and hence no explanation required.

V. CORPORATE SOCIAL RESPONSIBILITY

The provisions pertaining to Corporate Social Responsibility is not applicable to the Company.

W. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM :

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

X. ANNUAL EVALUATION OF BOARDS PERFORMANCE

The provisions relating to annual evaluation of Boards performance is not applicable to the Company.

Y. EMPLOYEE STOCK OPTION PLAN

The Company has not made any Employee Stock Option Plan and hence, not applicable.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. During the financial year 2023-24, the Company has not received any complaints on sexual harassment.

AA. SHARES:

During the year under review, the company has undertaken following transactions:

Increase in Share Capital	Buy Back of Securities	Sweat Equity	Bonus Shares	Employees Stock Option Plan
Nil	Nil	Nil	Nil	Nil

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

There are no significant and material orders passed by the Regulators, Courts and Tribunals during the year.

CC. INVESTOR EDUCATION AND PROTECTION FUND:

During the Financial Year, the company has not transferred any amount to IEPF account since, there is no unclaimed dividend holding by the company.

DP. ACKNOWLEDGEMENTS :

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.