Nutech Global Ltd Directors Report

Dear Members,

The Board of Directors have pleasure in presenting the 40th Annual Report of your Company along with the Audited Financial Statements for the Financial year ended 31 st March, 2024.

FINANCIAL PERFORMANCE

Highlights of the Financial Performance and State of Companys Affairs for the financial year ended March 31,2024, are provided below:

(Tin Lakhs)

Particulars	For the Year ended 31 st March, 2024	For the Year ended 31st March, 2023
Revenue from Operations	3649.30	3484.42
Profit before depreciation & Tax	37.22	49.90
Less: Depredation	35.20	35.00
Profit before Tax	2.02	14.90
Current Tax	0	0
Deferred Tax Provision	10.16	4.09
Profit after Tax	-6.15	10.81
Other Comprehensive Income (OCI)
Profit after Tax (Net of OCI)	-8.15	10.81
Profit brought forward from last year	143.00	132.19
Profit carried over to Balance Sheet	134.65	143.00

OPERATIONAL REVIEW

The Company has recorded sales of Rs.3649.30 lakh for the current year 2023-2024 as compared to Rs. 3484.42 Lakh in the previous year 2022-2023. The Net Loss for the year under review amounted to Rs 8.15 lakh In the current year as compared to profit of Rs. 10.81 Lakh in the previous year.

SHARE CAPITAL

There was no change In the share capital of the Company during the financial year2023-2024.

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

TRANSFER TO RESERVES

The Board of Directors does not recommend any Dividend for the year ended on March 31,2024.

CHANGE IN NATURE OF BUSINESS

There Is no change In nature of business of the company.

LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited. The Listing fas for the financial year2024-2025 has been paid by the Company.

CORPORATE SOCIAL RESPONSIBILTY

The Provision of Section 135 of the Companies Act.2013 are not applicable to the Company.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint venture or associate companies are not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Du ring the year under review, Shri Rajeev Mukhija (DIN:00507367), Manag ing Director of the Company was re-appointed for a further period of three years at the Annual General Meeting of the Company held on 30.09.2023.

II. Retire by Rotation:

As per provisions of Section 152 (6) the Companies Act 2013, Mr. Shyam Sunder MukhIJa (DIN: (01552629) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment

III Key Managerial Personnel:

As on date of this report the following persons are the Key Managerial Personnel (s) of the Company:

a) Mr. Rajeev MukhIJa, Managing Director

b) Ms. Shubhangi Janifsr, Company Secretary and Compliance Officer

c) Mr. Mahendra Kumar Jain, Chief Financial Officer

d) Mr. MayankJagga, Chief Executive officer

IV Others:

The Company has received a declaration from the Independent Directors of the Company under section 149(7) of CompanlesAct,2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI LODR. At the first meeting of Board held for financial year2024-2025, the Board of Directors of the Company has taken on record the said declarations and confirmation as su bmittsd by the Independent Directors after undertakingdueassessmentofthe veracity of the same.

KYC OF DIRECTORS

Yourdirectors have confirmed that pursuant to the Rule 12AofThe Companies (Appointment and Qualification of Directors) Rules, 2014, they have Individually filed DIR-3 KYC WEB (KYC of Directors) on the Ministry of Corporate Affairs within specified time period. A certificate from a Company Secretary in practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/ Ministry of Corporate Affairs or any such statutory authority Is provided In the Report

AUDITORS

a) Statutory Auditor

Mis RHDA ^Associates (Firm Registration No014438C)CharatedAccountants,was appointed as Statutory Auditors at 36th Annual General Meeting of the Company to hold office for a period of 5 years from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting.

Accordlngy, they have conduced Statuory Audit for the 2023-2024 and shall continue to be Statutory Auditors for the Financial year 2024-2025. They have confirmed their eligiblity to continue as Statutory Auditors of the Company for the Financial year2024-2025 under Section 141of the Companies Act, 2013and rules framed there under.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Auditors have not reported any Incident of fraud In the Company for the year under review undersection143(2)oftheCompanies Act, 2013.

b) Secretarial Auditor

Pursuant to the provision of Section 204 of the CompanlesAct, 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director had appointed M/s R K Jain & Associates, Practicing Company Secretaries (Membership No. FCS 4584; CP No. 5866) as the Secretarial Auditors of the Company for the financial year ending March 31,2024.

Accordingly, they have conducted Secretarial Audit for the Financial year 2023-2024 and Report given by the Secretarial Auditors is annexed as Annexure-I to the Boards Report The Secretarial Audit Report Is self-explanatory and does not any comments. The Secretarial Audit Report does not contai n any q ualification, reservation, or adverse remark.

CICost Auditor

The requirement of Central Government and pursuant to Section 148 of CompanlesAct, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, are not applicable on the company. Therefore, requirement of cost auditor is not applicable.

MANAGEMENT DISCUSSIONS & ANALYSIS

Your directors adhere to the requirements sat out In Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, and have implemented all the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, the Report on Management Discussions & Analysis has been incorporated in theAnnual Report and forms an integral part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuanttotherequirementundersection134(5)oftheCompanies Act, 2013, you r director state that

a.ln the preparation of the annual financial statements for the year ended 31stMarch, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The director had selected such accounting policies and applied them consistently and made Judgment 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 or 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 arvdfbr preventing and detecting fraud and other Irregularities;

d. They have prepared the annual accounts that the annual financial statements have been prepared on a going concern basis;

e. They have laid down internal financial control to be followed by the company and that such internal financial controls were adequate and were operating effectively;

f. They have devised proper system to ensure compliance with the provisions of alI applicable laws were in place and were adequate and operating effectively.

HUMAN RESOURCE DEVELOPMENT

YourCompanyconsideritsHuman Resources as the key to achieve its objective. Keeping this in view, you r Company take utmost care to attract and retain quality employees. The Company believes that, by effectively managing and developing human resources. It can achieve its vision. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

ENERGYCONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange eamings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, Is annexed herewith as Annexure- II.

OTHER DISCLOSURES UNDER COMPANIES ACT. 2013& SECRETARIAL STANDARD -1:

I) BOARD OF DIRECTORS • Composition of the Board

The Board of Directors of the Company comprises of Five Directors and composition of Board of Directors of the Company Is In conformity with the applicable provisions of the Companies Act, 2013. The details of Board Composition as on 31st March,2024 are appended below: -

Name of the Director	Whether Promoter / Executive or Non-Executive / Independent
Shri Shyam Sunder Mukhija	Non-Executive (Promoter Group)
Shri Rajeev Mukhija	Executive (Promoter Group)
Smt.Radhlka Mukhija	Executives Woman (Promoter Group)
Shri Anil Laddha	Non-Executive & Independent
Shri Anuj Nahar	Non-Executive & Independent

* Number of Board Meetings & General Meeting

During the year 2023-2024, the Board of Directors met Six times on 27.05.2023,22.06.2023,05.08.2023, 31.08.2023,00.11.2023 and 08.02.2024.

The 39thAGM was held on 30th September2023.

Name ofthe Director	Category of Directorship	No. of Board Meeting attended	Whether Attended last AGM	No. of otherDirectorship held In other Public Companies
Shri. Shyam Sunder Mukhija	Promoter (Non-executive Director)	6	YES	Nil
Shri Rajeev Mukhija	Promoter Executive Director (M.D.)	6	YES	Nil
SmtRadhika Mukhija	Women Director	4	YES	Nil
Shri Anil Ladha	Independent Non-Executive Director	6	YES	Nil
Shri. AnuJ Nahar	Independent Non-Executive Director	6	YES	Nil

• Independent Directors Meeting

During the year under review, the Independent Directors viz Shri Anil Ladhaand Shri.Anuj Nahar met on 27.05.2023.

Committees of The Board

The Company has the following Committees of the Board.

I) Audit Committee;

ii) Nomination &Remunerat?n Committee;

iii) Stakeholders Relationship Committee;

The Board determines the terms of reference of these Committees from time to time. Meetings of these Committees are convened by the respective Committee Chalrman/Company Secretary. At each Board Meeting, minutes of these Committees are placed before the Directors fortheirperusal and noting.

IQAUDrT COMMITTEE

• Composition

The Audit Committee of the Company comprises of 3 members, 2 of whom are Non-Executive Independent Directors and one is Non- Executtve (Promoter Group), Independent Director acts as Chairman of the Committee. The Committee members are professionals having requisite experience in the fields of Finance and Accounts, Banking and Management. The Audit Committee met 4 times during the year. The Director and Chief Financial Officer and representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings.

• Term of Reference

i) Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement Is correct, sufficient and credible.

ii) Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

iii )Approval of payment of statutory auditors for any other services rendered by the statutory aud itors.

iv) Reviewing, with tha management, the quarterly financial statements before submission to the board for approval.

v) Reviewing, with the management, performance of statutory and internal auditors, adequacy ofthe internal control systems. vl)To review the functioning of the Whistle Blower mechanism, In case the same Is existing.

vii)Carryingoutanyotherfunctiona8ismentionedinthe terms of reference of the Audit Comm itlee.

viii) Management Discussion and Analysis of financial condition and results of operations.

ix) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

x) lrrtemal audit reports relating to internal control weaknesses; and

xl)The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be su bject to review by the Audit Comm Ittee.

• Meetings and Attendance

The Audit Committee is duly constituted in accordance with SEBI(LODR) Regulations 2015 and Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meeting of the Board and Its Powers) Rules,20 H as amended time to time. It adheres to the terms of reference which is prepared incompliance with Section 177 ofthe Companies Act,2013, and SEBI (LODR) Regulations 2015. During the financial year2023-24, the committee met Four (4) times as on 27.05.2023,05.08 2023,0S.11.2023,08.02.2024.

The Company Secretary acts as Secretary to the Audit Committee. The details of members attendance at the Audit committee meeting during the year are given below:

Sr. No	Name	Position	No. of audit Commttlea Moating	Meeting Attended
1.	ShrlAnll Laddha	Chairman	4	4
2.	ShriAnuj Nahar	Member	4	4
3.	Shri Shyam Sunder Mukhija	Member	4	3

Vigil Mechanlsm/Whlstle Blower Policy

In pursuance of section 177 (9) of the Companies Act, 2013, the Company has established a Vigil Meehanism/Whistle Blower Policy for Directors and employees to report genuine concern. The whistle blower policy of the company Is available on companys website (http^/www. nutechglobal .com).

lll)NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules. 2014 as amended from time to time. It adheres to the terms of reference which Is prepared Incompliance with Section 177 ofthe Companies Act.2013, and SEBI (LODR) Regulations 2015.The Nomination & Remuneration Policy is posted on the Companys website at the web link as: (https ://www. nutechglobal.com).

• Terms of Reference

i) Formulation of the criteria for determining qualifications, positive attributes and Independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, key managerial personnel and other employees;

ii) Formulation of criteria for evaluation of performance of the Independent Directors and the Board of directors and policy on Board Diversity;

iii identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of d Irectors their appointment and removal;

lv)Whether to extend or continue the term of appointment of the Independent director, on the basis of the report of performance evaluation of independent directors.

* Meetings and Attendance

The committee met 2 (Two) times during the year as on 27.05.2023 and 31.08.2023

The Company Secretary acts as Secretary to the Nomination and Remuneration. The details of members attendance at the Nomination and Remuneration Committee meeting during the year are given below:

Sr. No	Name	Position	No. of audit CommtttM MMdna	Mealing Attended
1.	ShriAnll Laddha	Chairman	3	3
2.	Shri Shyam Sunder Mukhlja	Member	3	3
3.	Shri AnuJ Nahar	Member	3	3

•Nomination, Remuneration & Evaluation Policy

In pursuant to provisions of section 178 of the Companies Act, 2013, the Board of Directors approved Nomination, Remuneration & Evaluation Policy for appointment remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. More details pertaining to the same are given in “Nomination, Remuneration & Evaluation Policy".

•Performance Evaluations

The Board of Directors carried out annual performance evaluation of the Board, committee thereof and Directors as per the criteria laid down in the “Nomination, Remuneration & Evaluation Policy" and found their performance satisfactorily.

iv) STAKEHOLDERS RELATIONSHIP COMM TTTEE

The Stakeholders Relationship Committee is constituted incompliance with the requirements of Section 178 of the Companies Act, 2013. During the Financial year 2023-24, the Committee met Five(5)time as on 21.04.2023,27.05.2023, 09.06.2023,17.07.2023 and 29.02.2024.

•Composition

The Committee comprises of three directors, all of whom are non-executtve and chairman of the committee Is a nonexecutive director.

The Company Secretary acts as Secretary to the Stakeholders Relationship Committee. The details of members attendance at the Stakeholders Relationship committee meeting during the year are given below:

Sr. No	Name	Position	No. of audit CommtttM MmUihi	Meeting Attended
1.	Shri Shyam Sunder Mukhija	Chairman	5	3
2.	ShriAnll Laddha	Member	5	5
3.	ShriAnul Nahar	Member	5	5

v) COMPLIANCES REGULATIONS 13(31 OF THE SEBI {LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION. 2015

The details of complaints received and resolved during the year 2023-2024 are as under:

No. of complaints received from Shareholders/Stock Exchartge/SEBI : Nil

No. of complaints not resolve : Nil

Ms. Shubhangi Jenifer, Company Secretary of the Company is the Compliance Officer of the Company.

vh GENERAL BODY MEETING

Location and time where last three Annual Meetings were held:

Date of AGM	Relevant Financial Year	Venue/Locatlon where AGM held	Time of Meeting
30th Sept, 2021	2020-21	E-149, RIICO Industrial Area,Bhilwara-311001 Rajasthan	11.00 A.M.
30th Sept, 2022	2021-22	E-149, RIICO Industrial Area.Bhllwara-311001 Rajasthan	11.00 A.M.
30th Sept, 2023	2022-23	E-149, RIICO Industrial Area,Bhllwara-311001 Rajasthan	11.00A.M

- No special resolution requiring postal ballot Is being placed before the shareholders for approval at this meeting.

-No special resolution through postal ballot was passed during the year under review.

^Company proposed resolutions in 39th AGM held on 30th September 2023for the re appointment of Mr. Shyam Sunder Mukhija (DIN: 01552629) who retires by rotation and being eligible, offers himself for re-appointment.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act. There are no materially significant related party transactions with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large or which warrants the approval of the share holders. Accordingly, no transactions are being reported In Form AOC-2 In terms of Section 134 of the Act read with Rule 6 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Parties are provided in the Company’s financial statements in accordance with the Accounting Standards

LOANS GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any Loan, Guarantee or provided Security In connection with a loan nor has made any investment under the section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

During the Financial year 2023-2024, your Company has not Accepted any deposits within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. The Company has taken Unsecured interest free loan of Rs.21927408from the Directors of the Company.

COMMENTS ON AUDITORS¹ REPORTS

There is no adverse remark or comments in the Statutory Auditors Report and therefore no comments are required in the Directors Report.

PARTICULARS OF EMPLOYEES & ANALYSIS OF REMUNERATION

Particulars of employees and analysis of remuneration as required under section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexurs - III.

Details of the top ten employees in terms of remuneration drawn and name of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure?IV

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, 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

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR

CO URTSORTRI BUN ALIM PARTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION

IN FUTURE

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

EXTRACT OF ANNUAL RETURN

As required under sub-section (3) of section 92 of the Companies Act, 2013 as amended, copy of the annual return will be placed on website of the Company www.nutechglobal.comafterflllng with MCA, web II nk-https^/www. nutechglobal.com/annualreports.

DETAILS OF FRAUD REPORT BY AUDITOR

As per auditors report, no fraud u/s 143(12) reported by the auditor.

NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI(LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015

Your company is falling under Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; hence the provisions of Corporate Governance viz. Regulation 17 to 27 and clauses (b) to (I) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (LODR), 2015 are not applicable to your Company for the Financial year 2023-2024.

MISCELLANEOUS DISCLOSURES

• Details about risk management have been given In the Management Discussion & Analysis.

• The company does not have any subsidiary, joint venture and associate company.

• The Company is having adequate Internal Financial Control with reference to the Financial Statements.

• During the year review, there were no cases filed pursuant to Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redrossal) Act, 2013.

ACKNOWLEDGEMENTS

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, Investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management

	On behalf of the Board of Directors
Place: Bhilwara ?ated:29.05.2024	Sd/- (RAJEEV MUKHUA) Managing Director Dlfl 00507367
	Sd/- (SHYAM SUNDER MUKHUA) Director DIN 01552629