Mewar Hi-Tech Engineering Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 19 th Annual Report on the business and operations of the Company and the audited accounts for the Financial Year ended on 31 sl March, 2025.

1. FINANCIAL PERFORMANCE

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

(Amount in Rs.)

Particulars	31st March, 2025	31st March, 2024
Business Income	50,52,99,980	442,845,017
Other Income	76,167	250,000
T otal Income	50,53,76,147	443,095,017
Total Expenses	47,08,39,137	430,836,570
Profit before taxation	3,4537,010	12,258,448
Less: Taxation	60,00,000	2,246,715
Protit/Loss after taxation	2,8537,010	10,011,733
EPS	7.31	2.56

2. OPERATION AND STATE OF COMPANY S AFFAIRS:

The company has generated Rs. 50,52,99,980/- as revenue from the operations in the current financial year as compared to the revenue of Rs. 44,28,45,017 in the previous year. There is a increase in the Revenue as compared to previous year. Total Expenses occurred during the current year is Rs. 47,08,39, 137as compared to the expenses of Rs. 43,08,36,570 in the previous year. Due to mcrease in the total revenue of the Company during the year under review, your Company earned a profit of Rs.2,85,37,010 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 mid 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.

MEWAR HITECH ENGINEERING LIMITED

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. 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 SERI (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 II.

8. DIRECTOR S 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 infonnation 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) 1hey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Aet, 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 perfonned by management and the relevant board committees.

MEWAR HITECH ENGINEERING LIMITED

including llie audit committee, the Board is of the opinion that the Company s internal financial controls were adequate and effective during FY 2024-2025.

9. CORPORATE SOCIAL RESPONSIBELTY:

The Company lias 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 arc not applicable to the Company.

10. MATERIAL CHANCES AND COMMITMENTS AFFECTING FINANC IAL 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 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:

I he 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 hv the Audit committee pursuant the Provision of Regulation 23 of SEBI (LODR) Regulations, 2015 and Rule 6A of (Meeting of Boar d and its power) Rules, 2014.

All the related party transactions on ann length price and in ordinary course of business due to which the provision of section 188 of die 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:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 arc not applicable to the Company during the year under review 2024-25.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I he 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 the following changes occurred in the composition of Board of Directors and KMPs:-

Ms Rimika Talesara, Company Secretary & Compliance Office of the Company resigned from her post w.c.f 30.05.2024.

- Mr. Chandragupt Singh Chauhan, Independent Director of the Company resigned from his post w.e.f. 29.09.2024.

Mrs. Krati Mahcshwari was appointed as the Additional Non-Executive Independent Director of the Company by the Board w.e.f. 05.10.2024.

Mrs. Somali Jain was appointed as the Company Secretary & Compliance Officer of the Company w.c.f. 02.10.2024

Re-appointment of Mr. Ghanshyam Joshi, as Non-Executive Independent Director of the Company for a second term of five years w.e.f. 01.09.2024

Re-appointment of Mr. Chatrsingh Harisingh Rathore, as Executive Managing Director of the Company for a period of five years w.e.f. 01.09.2024

Re-appointment of Mrs. Reena Rathore, as Whole Time Director of the Company for a period of five years vv.e.f. 01.09.2024

Re-appointment of Mr. Vaibhav Singh Rathore, as Whole Time Director of the Company for a period of five years w.e.f. 01.09.2024

In pursuance of Regulation 15(2) of SEBI (Listing Obligations mid 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 2024-25 the Board of Directors of the Company duly met six(6) l imes. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

SL. NO.	DATE OF BOARD MEETING	NO. OF DIRECTORS ATTEN DED THE MEETING
1.	30.05.2024	4
2.	19.06.2024	4
3.	31.08.2024	4
4.	05.10.2024	4
5.	14.11.2024	5
0.	20.02.2025	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

MEWAR HITECH ENGINEERING LIMITED

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: During the year under review Mr. Chandragupt Singh Chauhan, Independent Director and member of the Audit Committee resigned w.c.f. 29.09.2029. Mrs. Krati Mahcslnvari became the member of Audit Committee w.c.f. 05.10.2024. The composition of Audit Committee as on 31 sl March, 2025 is as follows:-

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

Thc members of the Committee met four (4) times during the year under review on the following dates viz 30.05.2024, 31.08.2024, 14.11.2024 and 20.02.2025.

18. NOMINATION AND REMUNERATION COMMITTEE

During the year under review the Nomination and Remuneration Committee has met three times.

During the year under review Mr. Chandragupt Singh Chauhan, Independent Director and member of the Nomination and Remuneration Committee resigned w.e.f. 29.09.2029. Mrs. Krali Maheshwan became the member of Nomination and Remuneration Committee w.e.f. 05.10.2024. The composition of Nomination and Remuneration Committee as on 31 st March, 2025 is as follows >

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

During the year under review the members of the Committee met thrice on 30.05.2024, 31.08.2025 and 05.10.2024.

MEWAR HITECH ENGINEERING LIMITED

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 2024-25as 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.c. from the conclusion of the 16 lh Annual General Meeting held on 1 s 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 die 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 March. 2025.

22. SECRETARIAL AUDITOR

The Board of Directors of the Company pursuant to Regulation 24Aof the SFBI (Listing obligation and Disclosure Requirements) Regulations, 2015 and based on recommendation of Audit Committee of Dircctorsproposcd to appoint CS Mr. MohitVanawat, Propcritor of M/s Mohit Vanawat & Associates, Practicing Company Secretary, Udaipuras the Secretarial Auditor of the Company to hold office from the FY 2025-26 to FY 2029-2030, subject to the approval of the members at the ensuing AGM.

Section 204 of the Companies Act. 2013 and Regulation 24(1 )(a) of the SFBI 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. MohitVanawat,Practicing Company Secretary for the FY 2024-25 is annexed to this Report as Annexure I. There are no Qualifications, reservations/observations in the said Report.

23. AUDIT REPORTS

The statutory auditor s report, the secretarial audit report and internal audit reports for the year ending 2024-2025 have been obtained by the company. Secretarial audit report and statutory audit is a part to this report.

MEWAR HITECH ENGINEERING LIMITED

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 31,2025

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 coimection with its clieuis 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 excliange 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.m ewarh i tcch. 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.

MEWAR HITECH ENGINEERING LIMITED

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

The Trading of securities of the Company was suspended w.e.f 19.08.2022 by the Exchange due to Penal provisions. The Company filled the revocation of Suspension application before the exchange as it wanted to revoke the suspension. The final order of suspension was still pending and the Company received a Delisting of Securities from the Exchange Notice on 12.07.2024 with the opportunity of being heard. Resultant to that the Company fu st did all the pending compliances and filed a waiver application before the Exchange. After the inspection of BSE Personnels the Suspension on the share of the Company was remov ed and also the partial waiver was granted to the Company. Your Company made the payment of the penalty imposed on the Company immediately and the trading of shares of the Company started from 26.12.2024.

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 2024-25.

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.

MEWAR HITECH ENGINEERING LIMITED

(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 lias paid the Annual Listing Fees for the year 2024-25 to BSE SME where the Company s shares are listed. The Company was suspended from BSE w.e.f 26.OS.2022. The management of the Company have taken corrective actions and ensured full compliance with all applicable listing and disclosure norms as prescribed by the Regulatory authority.

Following our submissions and confirmations, BSE lias approved the revocation of the suspension in trading in equity shares w.e.f December 26, 2024.

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 sendees by the Company s executives, staff and workers.

Date: 30.08.2025 Place: Ldaipur

For & on behalf of the Board of Directors Mewar Hi-Tech Engineering Limited

Reena Rat ho re (Whole Time Director)

DIN: 01748907

Chattarsingh Rathore (Managing Director) DIN: 01748904