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 ^s‘ March, 2025.

1. FINANCIAL PERFORMANCE

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

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 increase 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 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. 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. TRANSFER TO RESERVES:

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

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SFBI (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 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 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 Company’s internal financial
controls were adequate and effective during FY 2024-2025.

9. CORPORATE SOCIAL RESPONSIBILITY:

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 arc not applicable to the Company

10. MATERIAL CHANCES 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 has no subsidiaries, joint ventures or associates during die 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 ann 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:

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

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 die 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 Maheshwari 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.e.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 w.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 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 2024-25 the Board of Directors of the Company duly met six(6) times.
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: 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 Maheshwari became the member of Audit Committee w.e.f.
05.10.2024. The composition of Audit Committee as on 31^sl March, 2025 is as follows:-

the 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. Krati Maheshwari 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-

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

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^lhAnnual General Meeting held on l^s,September, 2023, till the
conclusion of the 21^st Annual General Meeting of the Company to be held m 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, 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 Directorsproposcd 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 SLBI 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.

24. PARTICULARS OF LOANS, GUARANTEES 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 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 wvvw. 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 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 first 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 removed 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 REDRESS-AL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has a policy on
prevention, prohibition and redress-al of sexual harassment at work place in the line of provisions of
Sexual Harassment of women at work place (Prevention, Prohibition and Redress-al), 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.

(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 2024-25 to BSE SME
where the Company’s shares are listed. The Company was suspended from BSE w.e.f 26.08.2022.
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 has 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 services by the Company’s executives, staff and workers.

Date: 30.08.2025
Place: Udaipur

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

Reena Rathore Chattarsingh Rathore

(Whole Time Director) (Managing Director)

DIN: 01748907 DIN: 01748904