Mewar Hi-Tech Engineering Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 18^thAnnual Report on the business and operations of the Company and the audited accounts for the Financial Year ended on 31st March, 2024.

1. FINANCIAL PERFORMANCE

The Company’s financial performances for the year under review along with previous year’s figures are given hereunder:

{Amount in Rs.t

Particulars	31st March, 2024	31st March, 2023
Business Income	442,845,017	520,195,979
Other Income	250,000	3,390,749
Total Income	443,095,017	523,586,728
Total Expenses	430,836,570	514,001,329
Profit before taxation	12,258,448	9,585,399
Less: Taxation	2,246,715	15,00,000
Profit/Loss after taxation	10,011,733	80,85,399
EPS	2.56	2.07

2. OPERATION AND STATE OF COMPANY’S AFFAIRS:

The company has generated Rs. 44,30,95,017/- as revenue from the operations in the current financial year as compared to the revenue of Rs. 523,586,728 in the previous year. There is a decrease in the Revenue as compared to previous year. Total Expenses occurred during the current year is Rs. 430,836,570 as compared to the expenses of Rs. 514,001,329 in the previous year. Due to decrease in the total expenses of the Company during the year under review, your Company earned a profit of Rs. 10,011,733 which has increased in the current year as compared to previous year. Post Covid the Company has faced many challenges and still facing. 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 Company has 39,03,600 Equity Shares of Rs. 10/- each amounting to Rs. 3,90,36,000. 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 Annexure I.

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 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) 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 software’s for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, however the same has not 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 Company’s internal financial controls were adequate and effective during FY 2023-2024.

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 VII 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:

As the Company is being suspended from Bombay Stock Exchange due to penal provisions, in respect to that your Company has received a delisting Order from the Bombay Stock Exchange on 12^th July, 2024. The Management of the Company is working on the removal of Suspension and on the Notice receive for Delisting.

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 has no 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 ami 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 due to which the provision of section 188 of the Company’s Act, 2013 not applicable on the company and the details of Related Party Transaction disclosed in Notes of Accounts.

14. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect of the employees of the Company is enclosed herewith as Annexure.

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 Director in the Board.

During the financial year, Mrs Reena Rathore retires from the post of directorship of the company by rotation and being eligible and offer herself for reappointment.

The company has Independent Directors on the Board and also one women director as per the requirements of section 149 of the Companies Act, 2013.

Ms. Rimika Talesara, Company Secretary & Compliance Officer of the Company has resigned from her post w.e.f. 30.05.2024.

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 2023-24 the Board of Directors of the Company duly met nine (9) Times i.e. 03.04.2023, 31.05.2023, 05.08.2023, 18.08.2023, 18.09.2023, 05.10.2023, 21.11.2023, 29.12.2023 and 23.03.2024. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

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 comprises as follows:

Name	Category		Designation
Shrimati Reena Rathore	Non- Executive & Independent Director		Member
Shri Ghanshyam Joshi	Non- Executive & Independent Director		Chairman
Shri Chandragupt Singh Chauhan	Non- Executive & Independent Director	Member

The members of the Committee met five (5) times during the year under review on the following dates viz 03.04.2023, 12.06.2023, 05.08.2023 and 18.09.2023 and 12.03.2024.

18. NOMINATION AND REMUNERATION COMMITTEE

During the year under review the Nomination and Remuneration Committee has met one time during the year. Further, the Composition of the Nomination and Remuneration Committee Meeting is as follows:

Name	Category	Designation
Shrimati Reena Rathore	Non- Executive & Independent Director	Member
Shri Ghanshyam Joshi	Non- Executive & Independent Director	Chairman
Shri Chandragupt Singh Chauhan	Non- Executive & Independent Director	Member

During the year under review the members of the Committee met twice on 05.08.2023 and 18.09.2023.

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 K Chhabra& Associate, Chartered Accountant (Firm Registration Number: 003988C) as an internal Auditors for the year 2023-24 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 16th Annual General Meeting held on 1^st September, 2023, till the conclusion of the 21st 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 31st March, 2024.

22. SECRETARIAL AUDITOR

CS Mr. Mohit Vanawat, Properitor of Mohit Vanawat & Associates, Practicing Company Secretary, Udaipur was appointed as the Secretarial Auditor of the Company for the financial year 2023-2024 by the Board of Directors pursuant to provisions of Companies Act, 2013 and rules there under. The Secretarial audit report as provided by Mr. Mohit Vanawat, Practicing Company Secretary is annexed to this Report as Annexure I.

23. AUDIT REPORTS

The statutory auditor’s report, the secretarial audit report and internal audit reports for the year ending 2023-2024 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, 2024.

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

(a) Conservation of Energy: The Company’s 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 Board of Directors of the Company identifies & evaluates the business risks and opportunities. The directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

28.SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

The Company had received the Notice (Notice No. 20230210-12) on 10/02/2023 regarding Suspension of trading in securities of companies for non-compliances of certain Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has been suspended for trading on BSE SME Platform due to penal reasons. Company has appointed M/s MohitVanawat & Associates, Practicing Company Secretary, Udaipur, in the meeting of Board of Directors of the Company which was held on 31.05.2023, in the matter of Revocation of Suspension of the Company from BSE Limited and to represent the Company in front of any Authority, BSE Limited, Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Government Authority on its behalf. In Continuation to that the Company received a Delisting Order from BSE on 12^th July, 2024. The Company has filled a revocation Application and a Waiver of fine Application along with the required Fees with BSE.

Other than this, 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 2023-24.

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 Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE SME where the Company’s shares are listed. The Company is suspended from BSE w.e.f 26.08.2022. However the management of the Company is working on the matter to revocation of suspension from BSE by following the steps suggested by Bombay Stock Exchange.

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 Company’s executives, staff and workers.

Date: 31.08.2024 Place: Udaipur		For & on behalf of the Board of Directors Mewar Hi-Tech Engineering Limited
	Reena Rathore (Whole Time Director) DIN:01748907	Chattarsingh Rathore (Managing Director) DIN:01748904