Mewar Hi-Tech Engineering Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 20 th Annual Report on the business and operations of the Company and the audited accounts for the Financial Year ended on 31 st March, 2026.

1. FINANCIAL PERFORMANCE

The Companys financial performances for the year under review along with previous years figures are given hereunder:

(Amount in Rs.)

Particulars	31st March, 2026	31st March, 2025
Business Income	47,24,92,675	50,52,99,980
Other Income	2,00,921	76,168
Total Income	47,26,93,596	50,53,76,147
Total Expenses	45,89.12,097	47,08,39,137
Profit before taxation	1,37,81,499	3,45,37,010
Less: Taxation	50,00,000	60,00,000
Profit/Loss after taxation	87,81,499	2,85,37,010
EPS	2.25	7.31

2. OPERATION AND STATE OF COMPANYS AFFAIRS:

During the financial year under review, the Company generated revenue from operations of ^47,24,92,675/ as compared to ^50,52,99,980/- in the previous financial year. The total expenses incurred by the Company during the year under review amounted to ?45,89,12,097/-, as compared to ^47,08,39,137/- in the previous year.

Despite the prevailing challenges in the current business environment, including changing market dynamics, competitive pressures, fluctuations in input costs and broader economic and geopolitical uncertainties, the Company has remained focused on maintaining operational efficiency and improving its overall financial performance. The Company has earned a profit of ?87,81,499/ during the financial year under review. The management continues to take necessary measures to address the prevailing challenges, strengthen the Companys operations, improve efficiency and enhance profitability in the coming years. The management is looking forward to cope up with them and increase the profitability of the Company in future.

3. DIVIDEND:

During the year the Company earned profit. Considering the future fund requirements of the Company to be met through retained earnings, your directors have not recommended any dividend for the year under review.

4. CHANGES IN THE NATURE OF BUSINESS:

There is no change in the nature of business in comparison to immediate preceding year.

5. CHANGE IN SHARE CAPITAL:

The Authorised Capital of the Company is Rs. 4,50,00,000 divided into 45,00,000 Lakh Equity Share of Rs. 10/- each. The Paid up Capital of the Company is Rs. 3,90,36,000 divided into 39,03,600 Equity Shares of Rs.

1EWAR HITECH ENGINEERING LIMITED

10/- each. During the year under review, the Company has not issued any shares. Thus, there is no change in the Share Capital of the Company.

6. TRNASFER TO RESERVES:

Any amount carried forward in reserve showing in the financial statements of the company.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (LODR) Regulations, 2015, Report on Management Discussion and Analysis forms an integral part of the Board Report. The Management Discussion and Analysis report is annexed as Annexui e III

8. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of provisions of Section 134(5) referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, and based on the information provided by the management, your Directors hereby confirm that:

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

(b) They have selected such accounting policies and applied them consistently and made judgments and esti m ates that are reasonable and prudent so as to give a tme 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) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the annual accounts of the Company on a going concern basis.

(e) They have laid down Internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, however the same has been operated throughout the year for all relevant transactions recorded in the respective software.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-2026.

9. CORPORATE SOCIAL RESPONSIBILTY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. Pursuant to the provisions of section 135 and schedule VH of the Companies Act, 2013 at present the CSR provisions are not applicable to the Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes after the balance sheet date which may materially affect the financial position of the company or having any material impact on the operations of the Company.

11. CHANGES IN SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint ventures or associates during the year and therefore no details are required to be given.

12. CONSOLIDATED FINANCIAL STATEMENTS:

The Company has no Subsidiary or Joint Venture therefore; question of consolidated financial statement does not arise.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into the transaction with its related party on the arm length price in ordinary course of business and same has been reviewed by the Audit committee pursuant the Provision of Regulation 23 of SEBI (LODR) Regulations, 2015 and Rule 6A of (Meeting of Board and its power) Rules, 2014.

All the related party transactions on arm length price and in ordinary course of business. The details of Related Party Transactions are annexed in Annexure II.

14. PARTICULARS OF EMPLOYEES AND REMUNERATION:

During the year, NONE of the employees are drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is formed in terms of the provisions of the Companies Act, 2013. The Company has 5 Directors. It has a composition of Executive, Non-Executive and Women and Independent Directors in the Board.

During the year under review Mrs. Krati Maheswari, the Additional Independent Director of the Company was regularized and re-appointed as the Independent Director for a period of five year with the approval of Shareholders w.e.f. 30.09.2025. Apart from that no changes occurred in the composition of Board of Directors and KMPs.

In pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from requirement of having composition of Board as per Listing Regulations. However the composition of Board complies with the requirements of the Companies Act, 2013.

16. MEETINGS OF BOARD OF DIRECTORS

During the financial year 2025-26 the Board of Directors of the Company duly met seven (7) Times. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

SL. NO.	DATE OF BO ARD MEETING	NO. OF DIRECTORS ATTENDED THE MEETING
1.	30.05.2025	5
2.	18.07.2025	5
3.	30.08.2025	5
4.	04.10.2025	5
5.	14.11.2025	5
6.	14.01.2026	5
7.	11.03.2026	5

17. AUDIT COMMITTEE

The Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 at the Board level acts as a link between the Auditors, the Management and the Board of Directors and overseas the financial reporting process. The Audit Committee interacts with the Internal Auditors, Statutory Auditors, Secretarial Auditors and reviews and recommends their appointment and remuneration, terms of appointment. The Audit Committee is provided with all necessary assistance and information for enabling them to carry out its function effectively.

The Composition of Audit Committee as on 31st March, 2026 is as follows:-

Name	Category	Designation
Shri Ghanshyam Joshi	Non- Executive & Independent Director	Chairman
Shrimati Krati Maheshwari	Non- Executive & Independent Director	Member
Shrimati Reena Rathore	Executive Director	Member

The members of the Committee met four (4) times during the year under review on the following dates viz 30.05.2025, 18.07.2025, 14.11.2025 and 11.03.2026.

18. NOMINATION AND REMUNERATION COMMITTEE

During the year under review the Nomination and Remuneration Committee has met one (1) time.

The Composition of Nomination and Remuneration Committee as on 31st March, 2026 is as follows:-

Name	Category	Designation
Shri Ghanshyam Joshi	Non- Executive & Independent Director	Chairman
Shrimati Krati Maheshwari	Non- Executive & Independent Director	Member
Shrimati Reena Rathore	Executive Director	Member

During the year under review the members of the Committee met thrice on 30.08.2025.

19. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6).

20. INTERNAL AUDITORS

The company has M/s Kothari Harshil & Associates, Chartered Accountant (Firm Registration Number: 024931C) as Internal Auditors for the year 2025-26 as per provision of Section 138 of the Companies Act, 2013.

21. STATUTORY AUDITORS

M/s Maheshwari N. & Associates, Chartered Accountants (Firm Registration Number 008467C) were appointed as the Statutory Auditor of the Company to hold office for a term of five years i.e. from the conclusion of the 16 th Annual General Meeting held on 01 st September, 2023, till the conclusion of the 21 st Annual General Meeting of the Company to be held in the year 2027.

The Auditors Report is self-explanatory and hence does not require any further clarification from the Board of Directors. The Report does not contain any reservation or adverse remark or disclaimer or qualified opinion which requires any explanation from the Board.

There is no fraud in the Company during the period under review and this is also being supported by the Statutory Auditors Report as no fraud has been reported in their Audit Report for the Financial Year ended on 31 st March, 2026.

22. SECRETARIAL AUDITOR

M/s Mohit Vanawat & Associates, Practicing Company Secretary, were appointed as the Secretarial Auditor of the Company for a period of five consecutive financial years commencing from FY 2025-26 to FY 202930. Accordingly, CS Mi - . Mohit Vanawat, Proprietor of M/s. Mohit Vanawat & Associates, continues to hold office as the Secretarial Auditor of the Company for the said period.

Section 204 of the Companies Act, 2013 and Regulation 24(l)(a) of the SEBI LODR inter-alia requires classes of companies to annex with its Board Report, a Secretarial Audit Report provided by the company secretary in practice in the prescribed format. The Secretarial Audit Report as provided by Mr. Mohit Vanawat, Practicing Company Secretary for the FY 2025-26 is annexed to this Report as Annexure I. There are no Qualifications, reservations/observations in the said Report.

23. AUDIT REPORTS

The statutory auditors report, the secretarial audit report and internal audit reports for the year ending 20252026 have been obtained by the company. Secretarial audit report and statutory audit is a part to this report.

24. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, apart from the loans made, guarantee given or security provided by the Company in the ordinary course of business, if any, are given in the Notes to accounts forming part of the Audited Financial Statements for the year ended March 31, 2026.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(a) Conservation of Energy: The Companys operations are not energy-intensive and involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.

(b) Technology Absorption: Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continuously upgrading its technology (computer technology and telecom infrastructure) to ensure it is connection with its clients across the global.

(c) Foreign Exchange Earnings and outgo: During the year the company has not received any foreign exchange earnings and also there is no foreign exchange outgo during the year.

(d) Human Resource Development & Industrial Relations: Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) the Annual Return is available on the website of the Company at

www.mewarhitech.com .

27. BUSINESS RISK MANAGEMENT

The Company has in place an appropriate framework for identification, assessment, monitoring and mitigation of various risks associated with its business operations. The Board of Directors, with the support of

the management, periodically reviews the major business risks and takes suitable measures to minimise their potential impact on the Companys operations and financial performance.

The Company continues to monitor risks arising from changes in market conditions, competition, customer demand, input costs, regulatory requirements, technological developments and other economic and business factors. Appropriate internal controls, policies and operating procedures are implemented to manage and mitigate such risks. The management remains committed to strengthening the Companys risk management practices and ensuring business continuity and sustainable growth.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

29. NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has a policy on prevention, prohibition and redressal of sexual harassment at work place in the line of provisions of Sexual Harassment of women at work place (Prevention, Prohibition and Redressal), Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint of sexual harassment was received during the financial year 2025-26.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by the Auditors in their respective Audit Reports or by the company secretary in their secretarial report.

31. SHARES

(a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(c) Bonus Shares

The company has not issued bonus shares during the year under review.

(d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

32. LISTING WITH STOCK EXCHANGES

The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE SME where the Companys shares are listed.

33. INVESTOR COMPLAINTS AND COMPLIANCE:

During the year, Company has not received any investor complaints and as on date no complaints are pending.

34. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, Government Authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Date: 04.08.2026 Place: Udaipur	For & on behalf of the Board of Directors
	Mewar Hi-Tech Engineering Limited

Reena Rathore	Chattarsiiigli Rathore
(Whole Time Director)	(Managing Director)
DIN:01748907	DIN: 01748904

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