డైరెక్టర్ల నివేదిక Hit Kit Global Solutions Ltd.

Mar 31, 2025

Board of ectors hereby present the 37^th Annual Report on the business and operations of Hit Kit Global Solutions Limited together with the Audited Statements of Accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

(Amount in Lakhs)
Particulars	Year Ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	84.24	27.36
Other Income	19.06	13.87
Total Income	103.30	41.23
Total Expenses	83.39	57.30
Profit before Exceptional Item And tax	19.92	(16.06)
Exceptional Item	240.02	255.78
Profit Before Tax	259.94	(271.85)
Taxation:
Current Tax	5.18	-
Previous Tax	-	-
Deferred Tax	-	-
MAT Credit Entitlement	-	-
Profit for the period	254.76	(271.84)
Other Comprehensive Income (after tax)	-	-
Total Comprehensive Income for the year	254.76	(271.84)

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income on Standalone basis was 84.24/- Lakhs and Profit / (Loss) Before Tax was 259.94/- Lakhs v/s the revenue and Net Profit / (Loss) for the financial year ended 31^st March, 2024 was (27.36)/- Lakhs and (271.85)/- Lakhs in previous year.

Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

3. BUSINESS OPERATIONS:

During the year under review, the Company continued to strengthen its business operations in two segments:

i. Retail of Agro Produce segment: By ensuring a regular and consistent supply to its customers, The focus remained on driving comprehensive cost-effectiveness across the value chain, aligning the product mix with evolving consumer preferences, and accelerating the Company''s digital transformation journey to enhance operational efficiency and customer experience. The Company further endeavors to explore new opportunities emerging in the retail sector to expand its reach and strengthen its market presence.

ii. Resort & Property Development segment: By exploring revenue opportunities by leveraging its existing land assets for leisure tourism on an ''as-is-where-is'' basis, aimed at unlocking new streams of revenue and capitalizing on emerging opportunities within the real estate and hospitality landscape.

4. DIVIDEND

During the Financial yea 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE

The Board does not propose to transfer any amount to reserves during the Financial Year 2024-25.

6. DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

7. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Particulars	As at 31st March, 2025		As at 31st March, 2024
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs. 02/- each	*6,25,00,000	12,50,00,000	4,50,00,000	9,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs. 02/- each	*4,64,00,000	9,28,00,000	3,70,00,000	7,40,00,000

*The Company in its Extra Ordinary General Meeting held on 24^th May, 2024 has approved:-

i. Increased the Authorized Share Capital of the Company to 12,50,00,000/- (Indian Rupees Twelve Crores Fifteen lakhs Only) divided into 6,25,00,000 Equity Shares of INR. 02/- each.

ii. Issue and Allotment of96,50,000 Equity Shares on Preferential basis to Non-Promoter group.

iii. Issue and Allotment of 75,00,000 Warrants convertible into Equity shares issued on Preferential Basis to Non-Promoter Group.

iv. The Board of Directors in the Meeting held on 17^th June, 2024 has allotted 94,00,000 Equity shares and 75,00,000 Convertible Warrants on Preferential Basis.

8. CHANGE IN NATURE OF BUSINESS:

No material changes or commitments affecting the financial position of the Company have taken place from March 31, 2025 till the date of this report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has no subsidiary and Associate companies.

After deliberations with Joint Venture partner, the company has decided to terminate the Joint venture agreement by mutual consent. Accordingly, the Investment in the Joint Venture by the

company is re-classified as Project Work in Progress in the FY24-25. This will have no bearing on the operations of the company as the commercial operations of the joint venture could not commenced.

No company has become or ceased to be the Company''s subsidiaries and associate companies during the year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31^st March, 2025, the Company''s Board had six directors comprising of three Independent Directors, two Executive Director including one Woman Director. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company''s business for effective functioning.

Appointment/ Cessation/ Change in Designation of Directors/ KMP:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company the following changes occurred in the Company''s Board:

1. Ms. Dhara Jethva (DIN: 10558366) was appointed as an Additional Non -Executive Independent Director of the Company for term of 5 years with effect from 31^st March, 2024.

2. Mr. Suresh Jain was appointed as an Executive Director of the company w.e.f. 13^th August, 2024.

3. Mr. Ramamurthy Shetty (DIN: 08429776), has resigned from the post of Non- Executive Non Independent Director with effect from 13^th August, 2024.

Other than the above, there has been no change in the constitution of Board during the year under review.

Declaration from Independent Directors:

In accordance with the provisions of Section 149(7) of the Act, , Mrs. Premlata Purohit, Ms. Dhara Jethva and Mrs. Maria Lobo, Independent Directors of the Company as on 31^st March, 2025 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of

Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2024-25 a separate meeting of Independent Directors was held on 12^th February, 2025 without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Khushboo Doshi, Company Secretary & Compliance Officer w.e.f 11^th November, 2020

2. Kamal Agrawal, Managing Director & CEO of the company w.e.f. 27^th January, 2016

3. Ritaben Bhojani, Chief Financial Officer w.e.f. 08^th February, 2024

12. BOARD MEETING:

During the year under review, the Board met Eight (8) times on 15^th April, 2024, 24^th April, 2024, 17^th June, 2024, 08^th August, 2024, 13^th August, 2024, 22^nd August, 2024, 12^th November, 2024 and 12^th February, 2025. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

AUDIT COMMITTEE:

The Board Committees play a crucial role in the governance structure of our Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations, concerning

the Company and need a closer review. These Committees play an important role in the overall management of day today affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for review and noting.

During the year, all recommendations of the Committees of the Board have been accepted by the Board.

As on 31^st March 31, 2025, the Board has constituted the following Committees:

The Audit Committee comprises of Four Directors viz. Mr. Kamal Mohanlal Agrawal, Mrs. Premlata Purohit, Ms. Dhara Jethva and Mrs. Maria Lobo. The constitution of the Audit Committee meets the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The Primary objective of the committee is to monitor and provide effective supervision of the management''s Financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting

ii. Meetings and Attendance:

During the Financial Year 2024-25, 5 (Five) Meetings were held on 15^th April, 2024, 24^th April, 2024, 08^th August, 2024, 12^th November, 2024 and 12^th February, 2025

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Kamal Agrawal	Member	Managing Director	5
2	Premlata Purohit	Member	Independent Director	5
3	*Ramamurthy Shetty	Member	Non- Executive Non Independent Director	3
4	**Dhara Jethva	Chairperson	Independent Director	2
5	***Maria Lobo	Member	Independent Director	2
* Ramamurthy Shetty resigned w.e.f. 12th August, 2024 ** Dhara Jethva Appointed w.e.f. 12th August, 2024 *** Maria Lobo Appointed w.e.f. 12th August, 2024

The Nomination and Remuneration Committee comprises of three Non- Executive Directors, viz. Mrs. Premlata Purohit, Ms. Dhara Jethva and Mrs. Maria Lobo. The constitution of the Committee meets the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The purpose of this committee of the Board of Directors (''the Board'') shall be to discharge the Board''s responsibilities related to nomination and remuneration of the Company''s Directors and Key managerial personnel. The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for Directors and Key managerial personnel.

ii. Meetings and Attendance:

During the Financial Year 2024-25, 2 (Two) Meeting were held on 12^th August, 2024 and 22^nd August, 2024

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Premlata Purohit	Member	Non- Executive Independent Director	2
2	*Ramamurthy Shetty	Member	Non- Executive Non-Independent Director	1
3	**Dhara Jethva	Member	Non- Executive Independent Additional Director	1
4	***Maria Lobo	Chairperson	Non- Executive Independent Director	2
*Ramamurthy Shetty was resigned from the committee w.e.f. 12th August, 2024 **Dhara Jethva was appointed in the Committee w.e.f 12th August, 2024 *** Maria Lobo appointed in the committee w.e.f. 12th August, 2025

Remuneration Policy

The Nomination and Remuneration Committee has considered the factors laid down under Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non-Executive Directors

The company has paid remuneration and sitting fees to the Non- Executive Directors during the year as follows:

Sr.no	Name	Amount
01	Premlata Purohit	77,000
02	Dhara Jethva	65,900
03	Maria Lobo	42,000
Remuneration to Executive Directors/ KMP The company has paid remuneration as follows:
Sr.no	Name	Amount
01	Suresh Jain	2,18,500
02	Khusboo Doshi	2,16,000
03	Ritaben Bhojani	1,11,000

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders'' Relationship Committee comprises of Four Directors viz Mr. Kamal Agrawal, Mrs. Premlata Purohit, Mr. Dhara Jethva and Ms. Maria Lobo. The constitution of the Stakeholders'' Relationship Committee meets the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Company''s performance in dealing with investor grievances and its share transfer system.

ii. Meetings and Attendance:

During the Financial Year 2024-25, 4 (Four) Meetings were held on 15^th April, 2024, 08^th August, 2024, 12^th November, 2024 and 12^th February, 2025

Sr No

Particulars

Designation

Category

No. of

				Meeting attended
1	Premlata Purohit	Member	Non- Executive Independent Director	4
2	Kamal Agrawal	Member	Executive Director	4
3	*Maria Lobo	Chairperson	Non-Executive Independent Director	2
4	**Dhara Jethva	Member	Non-Executive Independent Director	2
5	***Ramamurthy Shetty	Member	Non-Executive NonIndependent Director	2
* Maria Lobo appointed in the committee w.e.f. 12th August, 2025 **Dhara Jethva appointed in the committee w.e.f. 12th August, 2025 ***Ramamurthy Shetty resigned from the Committee w.e.f 12th August, 2025

Compliance Officer:

Ms. Khushboo Doshi, Company Secretary & Compliance Officer pursuant to Regulation 6 of the SEBI (LODR) Regulations, 2015

Details of complaints received and resolved during the year:
Complaints pending as on April 1, 2024	NIL
Number of Share holders'' complaints received during the year	NIL
Number of complaints resolved during the year	NIL
Number of complaints not solved to the satisfaction of shareholders	NIL
Number of pending complaints as on March 31, 2025	NIL

The above table includes Complaints received from SEBI SCORES/ BSE by the Company

14. INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on 12^th February, 2025, without the attendance of NonIndependent Directors and members of the management. The Independent Directors reviewed

the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

16. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including 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 the financial year 2024-25 .

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

19. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure A".

21. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid-up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

22. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31^st March, 2025 is available on the Company''s website www.hitkitglobal.com

23. RELATED PARTY TRANSACTIONS:

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2024-25 were in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary course of business.

All RPTs are placed before the Audit Committee and the Board for approvals Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges, for the related party transactions.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report.

24. STATUTORY AUDITORS & AUDITORS'' REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s. Ishwarlal & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 103767W) are the Statutory Auditors of the Company, as per their appointment at the 36^th AGM of the Company held on 27^th September, 2024, for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018.

M/s Ishwarlal & Co., Chartered Accountants, Mumbai, have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

25. SECRETARIAL AUDITORS & AUDITORS'' REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board reappointed M/s. Nishant Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as "Annexure-B" of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM M/s. Nishant Bajaj & Associates, Practicing Company Secretary, (C. P. No. 21538); (Peer Reviewed Firm- 2582/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029-30. M/s. Nishant Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

26. INTERNAL AUDITORS & AUDITORS'' REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal & Associates LLP as the Internal Auditor of the Company for financial year 2024-2025.

The observations made in the Internal Auditors'' Report are self-explanatory and therefore do not call for any further comments.

27. COST AUDITORS:

The Company is not required to keep cost records or appoint cost auditors.

28. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details 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 provided in the Annual Report and is marked as "Annexure C" to this Report.

29. SEXUAL HARASSMENT POLICY:

The Company''s goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual harassment of the women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Further the company has complied with the Provision under the POSH Act relating to the Framing of an anti sexual Harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, Including complaints on Sexual harassment during the Year under review OR the following is a summary of complaints received and resolved during the reporting period.

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the www.hitkitglobal.com

31. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2024-25. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.

Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

33. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

34. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

35. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

36. MATERIAL CHANGES AND COMMITMENTS:

During the period under review the Members of the Company in its Extra Ordinary General Meeting held on 06^th May, 2024 has approved the reclassification of the Promoter Group in accordance with Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The Board subsequently filed an application with BSE Limited to seek approval for this reclassification. Upon receiving approval from BSE Limited, the Company has does not have any promoter.

37. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

38. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the

Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

39. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the www.hitkitglobal.com

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year.

41. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

45. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

46. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT, 2013:

The Company has used accounting software for maintaining its books of account for the Financial Year ended 31^st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the Year for all relevant transactions recorded in the Software. Further during the course of our audit we did not come across any instance of audit Trail feature being tampered with.

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014-RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company Secretary of the company has appointed by the Board of Director as the Designated Person under this rules.

48. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers, professionals and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

---

Mar 31, 2024

Board of Directors hereby present the 41^st Annual Report on the business and operations of Hit Kit Global
Solutions Limited together with the Audited Statements of Accounts for the financial year ended 31^st
March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian
Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read
with the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on 31^st March, 2024 is
summarized below: (Amount in Lakhs)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue From Operations	27.36	26.67
Other Income	13.87	26.42
Total Income	41.23	53.09
Total Expenses	57.30	52.56
Profit before Exceptional Item And tax	(16.06)	0.52
Exceptional Item	255.78	-
Profit Before Tax	(271.85)	0.52
Taxation:
Current Tax	-	0.13
Previous Tax	-	-
Deferred Tax	-	-
MAT Credit Entitlement	-	-
Profit for the period	(271.84)	0.39
Other Comprehensive Income (after tax)	-	-
Total Comprehensive Income for the year	(271.84)	0.39

2. DIVIDEND

In light of the financial performance, the Board of Directors not recommend the dividend for the
financial year 2023-24.

3. PERFORMANCE REVIEW

During the period under review, the company reported operational revenue of Rs. 27.36/- Lakhs and
incurred a PBT (loss) of Rs. (16.06) lakhs and PAT (loss) Rs. (271.84)/- lakhs compared to PAT (Loss) of
Rs. (0.39)/- lakhs in the previous year.

4. TRANSFER TO RESERVE

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year within the meaning of
Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

No material changes or commitments affecting the financial position of the Company have taken
place from March 31, 2024 till the date of this report.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has no subsidiary and Associate companies.

No company has become or ceased to be the Company''s subsidiaries and associate companies during
the year under review.

The Company had entered into a Joint Venture (A.O.P) in the name of M/s. Engineers India Associates
to construct Resort Project near Lonavala Dist. Pune.

Details of Joint venture is annexed in this report in prescribed form AOC-1 as Annexure A.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Particulars	As at 31st March,	2024	As at 31st March, 2023
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	4,50,00,000	9,00,00,000	4,50,00,000	9,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	3,70,00,000	7,40,00,000	3,70,00,000	7,40,00,000

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, the following changes occurred in the Company''s Board:

1. Mr. Praveen Sharma has resigned from the post of Chief Financial officer with effect from 20^th
April, 2023.

2. Ms. Maria Lobo (DIN: 08285584) was appointed as a Non- Executive Independent Director of the
Company for term of 5 years with effect from 28^th August, 2023.

3. Mr. Kamal Agrawal (DIN: 07646000) was re-appointed as the Managing Director & Chief Executive
Officer (MD & CEO) of the company for the period of 5 (Five) years with effect from 29^th
September, 2023.

4. Mrs. Premlata Purohit was re-appointed as a Non -Executive Independent Director for her second
term of 5 years with effect from 13^th November, 2023.

5. Mrs. Ritaben Bhojani was appointed as CFO with effect from 8^th February, 2024.

6. Ms. Dhara Jethva (DIN: 10558366) was appointed as an Independent Non-Executive Director in
the Company for period of 5 Years with effect from 31^st March, 2024

Other than the above, there has been no change in the constitution of Board during the year
under review i.e. the structure of the Board remains the same

10. MATERIAL CHANGES AND COMMITMENTS:

Following the review period post 31^st March 2024 upto the date of this report:-

1. The Members of the Company in its Extra Ordinary General Meeting held on 06^th May, 2024 has
approved the reclassification of the Promoter as public shareholder in accordance with
Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The Board subsequently filed an application with BSE Limited to seek approval for this
reclassification. Subject to approval of application by the BSE Limited, the promoter and will be
reclassified as public shareholder and there will be no promoter in the company.

2. The Company in its Extra Ordinary General Meeting held on 24^th May, 2024 has approved:-

i. Increased the Authorized Share Capital of the Company to 12,50,00,000/- (Indian Rupees
Twelve Crores Fifteen lakhs Only) divided into 6,25,00,000 Equity Shares of INR. 10/- each.

ii. Issue and Allotment of 96,50,000 Equity Shares on Preferential basis to Non-Promoter group.

iii. Issue and Allotment of 75,00,000 Warrants convertible into Equity shares issued on
Preferential Basis to Non-Promoter Group.

iv. The Board of Directors in the Meeting held on 17^th June, 2024 has allotted 94,00,000 Equity
shares and 75,00,000 Convertible Warrants on Preferential Basis.

3. The Company had entered into a Joint Venture (A.O.P) in the name of Engineers India Associates
for construction of resort project near Lonavala Dist. Pune. For the want of commercial
permissions from concerned authorities, the construction activities of the Resort Project did not
take off. After deliberations with Joint Venture partner, the company has decided to terminate
the Joint venture agreement by mutual consent. Accordingly, the Investment in the Joint
Venture by the company will be re-classified as Project Work In Progress in the current financial
year. This will have no bearing on the operations of the company as the commercial operations
of the joint venture could not commenced.

4. The company has adopted the unique strategy to set up Luxurious Tented Villas (temporary
structures), instead of luxurious villas and cottages (permanent & costly structure) in the resort
project, to minimize the capex, and development permissions are not warranted by the
authorities. Thus, the company aligning with the changing consumer demands and thus will be
able to generate new streams of revenue in the forthcoming years.

5. Pursuant to the Lease Agreement, the Company had taken on a long term lease the monsoon
lake situated in the vicinity of the resort project in Lonavala Dist. Pune, for a tenure of 10 years
at an annual lease rent of Rs.9 lakhs p.a., to offer recreational activities to the prospective
customers visiting the resort project and had planned to use it as a Tourist Attraction. Since the
construction activities of the Resort Project could not be completed, the optimum revenue from
monsoon lake activities was not feasible.

After deliberations with the lessor company, the Lease agreement was terminated pre-mature by
mutual consent. Accordingly, the lessor company has refunded the balance lease deposit
together with the lease rents paid till date, and the company has been aptly compensated for the
loss of opportunity cost.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

In accordance with the provisions of Section 149(7) of the Act, Mrs. Premlata Purohit, Ms. Dhara
Jethva and Mrs. Maria Lobo, Independent Directors of the Company as on 31^st March, 2024 have
given their declarations to the Board that they meet the criteria of independence as laid down under
Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and
are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code
of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the
Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors)
Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite
qualifications, experience and expertise in the fields of strategy, planning and execution,
management and leadership, functional and managerial experience, legal and risk management,
corporate governance systems and practices, finance, banking and accounts and they hold highest
standards of integrity.

During the financial year 2023-24 a separate meeting of Independent Directors was held on 30^th
March, 2024 without the presence of executive directors or management representatives and the
following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive
directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was
conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria
such as the Board composition and structure, effectiveness of board processes, information and
functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC.
Further, at a separate meeting, the Independent Directors evaluated performance of Non¬
Independent Directors, Board as a whole and of the Chairman of the Board.

13. AUDITORS:

i. Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act, M/s. Ishwarlal & Co., Chartered Accountants,
Chartered Accountants, Mumbai (ICAI Firm Registration No. 103767W) are the Statutory Auditors
of the Company appointment to file the casual vacancy at the Extra Ordinary General Meeting held
on 05^th February, 2024 pursuant to Resignation of M/s. B M Gattani & Co., Chartered Accountants
w.e.f. 08^th November, 2023.

Further, M/s Ishwarlal & Co., Chartered Accountants has provided their consent to get re¬
appointed as the Statutory Auditor of the Company for further period of 5 year at their Board
meeting held on 22^nd August, 2024 Subject to the approval of Members, from the Conclusion of
36^th Annual General Meeting till the Conclusion of Annual General Meeting to be held in the F. Y.
2029-2030.

The requirement of seeking ratification of members for continuing the appointment of Statutory
Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May,
2018.

M/s. Ishwarlal & Co., Chartered Accountants have confirmed that they are eligible and are in
compliance with the provisions specified under Section 141(3)(g) of the Act and they are not
disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the
Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor
forming part of the Annual Report, does not contain any qualification, reservation, adverse remark
or disclaimer. The observations made in the Auditors'' Report are self-explanatory and therefore
do not call for any further comments.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj
& Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the
Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the
financial year ended 31^st March, 2024 is enclosed to this report as "Annexure A".

The Company is in compliance with the Secretarial Standards issued by the Institute of Company
Secretaries of India.

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal &
Associates LLP, as the Internal Auditor of the Company for financial year 2023-2024.

The observations made in the Internal Auditors'' Report are self-explanatory and therefore do not
call for any further comments.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of
the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure B".

15. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on
31^st March, 2024 is available on the Company''s website www.hitkitglobal.com

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company,
have been disclosed in the financial statements.

17. RELATED PARTY TRANSACTIONS:

All related party transactions, if any, that were entered into during the Financial Year were on an
arm''s length basis and were in the ordinary course of business as part of Company''s philosophy of
adhering to highest ethical standards, transparency and accountability. These transactions are not
likely to have any conflict with Company''s interest. All Related Party Transactions up to March 31,
2024 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus
approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year
2023-24. The transactions entered into pursuant to the omnibus approval so granted were audited
and a statement giving details of all related party transactions was placed before the Audit Committee
for its review on a quarterly basis. The particulars of transactions between the Company and its
related parties as per the Accounting Standard-18 are set out in Notes to Accounts in the Financial
Statements annexed with this report. In line with the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy
on related party ANNUAL REPORT-2023 HITKIT GLOBAL SOLUTIONS LIMITED 24 transactions has been
placed on the Company''s website at https://www.hitkitglobal.com/img/pdf/Related%20Party.pdf.

18. BOARD MEETING:

During the year under review, the Board met Nine (9) times on 20^th April, 2023, 22^nd May, 2023, 10^th
August, 2023, 28^th August, 2023, 08^th November, 2023, 08^th January, 2024, 08^th February, 2024, 26^th
March, 2024 and 30^th March, 2024. In accordance with the provisions of the Companies Act, 2013
and rules made thereunder. There have not been any instances during the year when
recommendations of the Audit Committee were not accepted by the Board.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors
including 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 the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed
and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of financial year and of the loss of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively

20. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
a Report on Corporate Governance Report is not applicable to the Company as it does not fall under
the criteria of Paidup Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

21. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the
Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation-wide
terminals.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms
of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle
blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit
Committee. Adequate safeguards are provided against victimization to those who avail of the vigil
mechanism.

The Whistle Blower Policy is available on the Company''s website at the [email protected]

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO ETC.

The Board has nothing to report under this. However, the company is taking adequate steps to see
that the energy used by the company is the minimum under the given circumstance.

The Board has nothing to report under the head technology absorption.

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign
exchange earned was NIL (previous year Nil).

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the
size and nature of business of the Company. During the year, such control was tested and no
reportable material weakness in the design or operation was observed.

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details 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 provided as follows:

Key Management Personnel Compensation

Sr. No.	Name of the Director/KMP	Remuneration			Sitting Fees	Bonus / Commi ssion	Total
		Basic Salary	Benefits	Total Fixed Salary
1	Kamal Agrawal	-		-		-	-
2	Mrs. Premlata Purohit	74,000		74,000			74,000
3	Mr. Ramamurthy Shetty	-		-		-	-
4	Dhara Jethva	-		-		-	-
5	Maria Lobo	12,000		12,000			12,000
6	Ritaben Bhojani	20,000/-		20,000			20,000
7	Khushboo Doshi	2,16,00		2,16,000			2,16,000

26. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising
out of public/bonus/right issues as at 31^st March, 2024. Hence, the particulars relating to aggregate
number of shareholders and the outstanding securities in suspense account and other related matters
does not arise.

27. DISCLOSURES:

AUDIT COMMITTEE:

The Audit Committee comprises of Three Directors viz. Mr. Kamal Mohanlal Agrawal, Mrs. Premlata
Purohit, Mr. Cornelio Lobo John and Mrs. Maria Lobo. The constitution of the Audit Committee meets
the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The Primary objective of the committee is to monitor and provide effective supervision of the
management''s Financial reporting process to ensure accurate and timely disclosures, with the
highest level of transparency, integrity and quality of financial reporting

ii. Meetings and Attendance:

During the Financial Year 2023-24, 5 (Five) Meetings were held on 22^nd May, 2023, 10^th August,
2023, 28^th August, 2023, 08^th November, 2023 and 08^th January, 2024

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Kamal Agrawal	Chairman	Executive Director	4
2	Premlata Purohit	Member	Non- Executive Independent Director	5
3	*Cornelio Lobo John	Member	Non- Executive Non¬ Independent Director	3
4	**Maria Lobo	Member	Non- Executive Non¬ Independent Director	3

* Cornelio Lobo John was resigned from the Committee w.e.f 28^th August, 2023
**Mrs. Maria Lobo was appointed in the Committee w.e.f. 28^th August, 2023

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Non- Executive Directors, viz. Mrs.
Premlata Purohit, Mr. Ramamurthy Shetty, Mr. Cornelio John Lobo and Mrs. Maria Lobo. The
constitution of the Committee meets the requirements of Section 178 of the Act and Regulation 19
of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The purpose of this committee of the Board of Directors (''the Board'') shall be to discharge the Board''s
responsibilities related to nomination and remuneration of the Company''s Directors and Key
managerial personnel. The Committee has the overall responsibility of approving and evaluating the
nomination and remuneration plans, policies and programs for Directors and Key managerial
personnel.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 2 (Two) Meetings were held on 20^th April, 2023 and 08^th January,
2024

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Premlata Purohit	Chairperson	Non-Executive Independent Director	2
2	Ramamurthy Shetty	Member	Non-Executive Non¬ Independent Director	2
3	*Cornelio John Lobo	Member	Non-Executive Independent Director	1
4	**Maria Lobo	Member	Non-Executive Independent Director	1

* Cornelio Lobo John was resigned from the Committee w.e.f 28^th August, 2023
**Mrs. Maria Lobo was appointed in the Committee w.e.f. 28^th August, 2023

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders'' Relationship Committee comprises of three Directors viz Mr. Kamal Mohanlal Agrawal,
Mrs. Premlata Purohit, Mr. Ramamurthy Shetty, Mrs. Maria Lobo and Mr. Cornelio Lobo John. The
constitution of the Stakeholders'' Relationship Committee meets the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses
satisfaction with the Company''s performance in dealing with investor grievances and its share
transfer system.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 6 (Six) Meetings were held on 20^th April, 2023, 22^nd May, 2023,
10^th August, 2023, 28^th August, 2023, 08^th November, 2023 and 08^th January, 2024

Sr No	Particulars	Designation	Category	No. of Meeting attended
1	*Cornelio Lobo John	Chairman	Non- Executive Independent Director	4
2	Premlata Purohit	Member	Non- Executive Independent Director	6
3	Ramamurthy Shetty	Member	Non-Executive Non¬ Independent Director	6
4	Kamal Agrawal	Member	Executive Director	5
5	**Maria Lobo	Chairperson	Non- Executive Independent Director	3

*Cornelio Lobo John was resigned from the Committee w.e.f 28 August, 2023
**Mrs. Maria Lobo was appointed in the Committee as the chairperson w.e.f. 28^th August, 2023

28. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.

29. SEXUAL HARASSMENT POLICY:

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on
prevention, prohibition and redressal of sexual harassment at workplace. This has been widely
communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress

complaints relating to sexual harassment at its workplaces. The Company has not received any
complaints relating to sexual harassment during financial year 2023-24.

30. CODE OF CONDUCT:

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of
Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors,
designated persons, immediate relatives of designated persons and connected persons of the
Company. The Code lays down the standard of conduct, which is expected to be followed by the
Directors and employees in their business dealings, and in particular, on matters relating to integrity
in the work place, dealing with stakeholders and in business practices. All the Board Members and
the Senior Management employees have confirmed compliance with the Code. The Code is available
on website of the Company.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The Company had filed appeal against the order of SEBI dated 28^th February, 2022.

The Final Order passed by SAT on 19^th July 2023, the Company was partially and all the directors (other
appellants in the matter) were absolutely exonerated from the penalties levied vide SEBI Order dated
28^th February, 2022. The penalties on Company were reduced down to INR 15 Lakhs for non¬
compliance of LODR Regulations only. The penalties on all other appellants in the matter was
completely waived off.

To summarize, the Company has received the final Order on 19^th July, 2023 stating that there was no
misappropriations of Funds and the violations under SEBI LODR was not intentional and therefore the
penalty amount was reduced to Rs. 15 lakhs and the applications were disposed off accordingly.

32. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your
Company has made proper disclosures in the Financial Statements. The applicable Accounting
Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

33. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name
of the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

36. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance
and Cooperation extended to the Company by all valued customers, professionals and bankers of the
Company. Your Directors also wish to place on record their sincere appreciation for the valued
contribution, unstinted efforts by the employees at all levels which contributed, in no small measure,
to the progress and the high performance of the Company during the year under review.

By order of board of directors,
Hit Kit Global Solutions Limited

Sd/- Sd/-

Kamal Mohanlal Agrawal Premlata Narendra Purohit

Managing Director Director

Date: 22^nd August, 2024
Place: Mumbai

---

Mar 31, 2014

To The Members,

The Company''s Directors are pleased to present 26th Annual Report of the Company, along with Audited Accounts, for the financial year ended March 31st, 2014.

Financial Performance

The salient features of the Company''s financial performance for the year under review are as follows:

Particulars (Rs. In Lakhs)

31.03.2014 31.03.2013

Gross Revenue 46.20 56.33

Operating Profit before interest, Depreciation and (2.47) 3.18 Tax

Interest 0.47 2.04

Depreciation 0.49 4.95

Profit / (Loss) before tax (PBT) (3.43) (3.81)

Provision for Taxation 0.16 (1.17)

Profit / (Loss) after tax (PAT) (3.59) (2.64)

Profit brought forward 55.47 58.10

Profit available for appropriation 51.88 55.46

APPROPRIATIONS

General Reserves NIL NIL

Surplus carried to Balance Sheet 51.88 55.46

Performance of the Company

During the year under the review, the Company has recorded gross revenue of Rs. 46.20 lakhs as against Rs. 56.33 lakhs in the previous year. After offsetting the expenses the company made a Loss after tax of Rs.3.59 lakhs against Rs. 2.64 lakhs in the previous year.

The Earning per Share (EPS) for the year was Rs. (0.02) as against Rs. (0.02) for previous year.

Dividend

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

Transfer to Reserves

The Company proposes to transfer Rs. NIL (P.Y. NIL) to the General Reserve out of the amount available for appropriations and an amount of Rs.51.88 Lakhs (P.Y. 55.46 Lakhs) is proposed to be retained in the Profit and Loss Account.

Changes in Share Capital

During the year, Company has not made any allotment of Equity or preference Shares.

Retail Business

During the year, your Company focused mainly its agri-business value chain. In this objective your company has carried out marketing of vegetables in the vegetable market, which the company has sourced directly from the farmers.

Your company provides its customers with good quality produce that has better shelf life and more consistent quality in keeping the best interest of the consumers. The vision of the company is to

generate inclusive growth and prosperity for farmers, vendor partners, small shopkeepers and consumers.

Retail Software

During the year, the company rendered E-Horoscope reports in regional languages to its customers through mobile counters. The company is on the verge of reducing the retailing of software.

Shifting of Registered Office:

During the year, Board have authorised one of the Director to identify a conveniently located premises for the Registered Office of the company keeping in view, the administrative convience and for efficient management of the Company. Board has given their consent to shift the Registered Office in the beginning of forthcoming Financial Year.

Directors

During the year, Mr. Anand Agarwal, stepped down as Managing Director of your Company w.e.f. 25th March, 2014. The Board places on record its deep sense of appreciation for the outstanding contribution made by Mr. Anand Agarwal as the Managing Director of the Company.

During the year under review, Mr. Pavan S Kale was appointed as an Additional Director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 21 March, 2014, to hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company. Resolution for appointment of Mr. Pavan S Kale is put up for the approval of shareholders in the Notice of AGM.

Pursuant to the provisions of the Companies Act, 2013 which have been enacted with effect from 1 April 2014, Mr. Pavan S Kale if appointed at the forthcoming AGM shall be an ''independent director'' under the said Act for a period of 5 years with effect from the date of the AGM.

Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on September 25, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the Explanatory statement of the Notice convening the Annual General Meeting.

In light of the provisions of the Companies Act, 2013, the information as required to be disclosed under clause 49 of the listing agreement in case of re-appointment of independent director is provided in the Notice of the forthcoming annual general meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. All independent directors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-election.

As required under the said Act and the Rules made thereunder, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has 100% of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The independent directors Mr. Amit Khandelwal & Mr. Arvind Sharma are retiring from directorship by rotation at the ensuing Annual General Meeting in terms of the provision of erstwhile Companies Act of 1956, and will be appointed / re-appointed for a term of 5 years and they are not liable to retire by rotation. The Board therefore, appointed the existing independent directors under

clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made thereunder as also under new clause 49 of the listing agreement stand complied.

Auditors

The terms of office of M/s. Ajmera, Ajmera & Associates, Chartered Accountants, Statutory Auditor of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company.

The Company has received necessary consent letter and the certificates from the Auditor regarding their eligibility under section 139 and section 141 of the Companies Act, 2013 for their appointment. Accordingly, the approval of the Shareholders for the appointment of M/s. Ajmera, Ajmera & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this AGM until the 29th AGM, subject to ratification by shareholders at each AGM to be held hereafter and to fix their remuneration for the year 2014-15. A resolution proposing appointment of M/s. Ajmera, Ajmera & Associates as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice. The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Board of Directors hereby states and confirms:

i) That in the preparation of the Annual accounts for the financial year, the applicable accounting standards have been followed along with the proper explanations relating to material departures;

ii) That the Company has selected accounting policies described in the notes to accounts, which has been consistently applied except where otherwise stated and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the Loss of the company for the year;

iii) That they have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) That the Annual Accounts have been prepared on the historical cost convention as a going concern basis and on accrual basis.

Particulars of Employees

During the year under review there was no employee employed in the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

Listing

The Securities of your Company are listed with the BSE Limited, Pune stock exchange Limited and Ahmedabad Stock Exchange limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014-15 have been paid. The company has also paid the annual

custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-15.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement and requirement of companies Act 1956, the Cash flow Statement for the year ended 31st March, 2014 is annexed hereto

Green Initiatives

Electronic copies of the Annual Report 2014 and notice of the 26th AGM are sent to all the members whose email address are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the notice of 26th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.

Public Deposits

The company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

As your company is not engaged in manufacturing activities, the reporting requirement on these matters is not applicable and Foreign exchange earning & outgo during the year is NIL.

Corporate Governance Report

A Certificate from Statutory Auditors Regarding Compliance of the conditions of corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to the report on Corporate Governance.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

Management''s Discussion and Analysis Statement

The Management Discussion and Analysis for the year 2013-14, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate section forming part of the Annual Report.

Corporate Social Responsibility

Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

Company''s contribution to the community are in areas of health, education and free distribution of vegetables & fruits to the poor villagers.

Acknowledgements

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associate and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co- operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

On behalf of the Board For Hit Kit Global Solutions Limited

Place : Mumbai Amit Khandelwal Date : 03.09.2014 Non Executive Chairman

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Mar 31, 2012

The have pleasure in presenting herewith our Twenty fourth Annual Report together with the Audited Account of your Company for the Period Ended March 31st, 2012.

Financial Results

The salient features of the Company's financial results for the period under review are as follows:

Particulars (Rs. In Lakhs)

31.01.2012 31.01.2011

Income from Operations 88.18 82.61

Other Income NIL NIL

Total Income 88.18 82.61

Operating Profit before interest, Depreciation and 23.47 23.07

Tax

Interest 3.04 2.12

Depreciation 19.63 16.82

Profit before tax (PBT) 0.80 4.13

Provision for Taxation 1.99 1.00

Profit / (Loss) after tax (PAT) (1.19) 3.13

Profit brought forward 305.95 302.82

Profit available for appropriation 304.44 305.95

APPROPRIATIONS

General Reserves NIL 0.31

Surplus carried to Balance Sheet 304.44 305.64

Performance of the Company

During the period under the review, the Company has recorded gross revenue of Rs. 88.18 lakhs as against Rs. 82.61 lakhs in the previous year. After offsetting the expenses the company made a Loss of Rs.1.19 lakhs against Profit after tax of Rs. 3.13 lakhs in the previous year.

The Earning per Share (EPS) for the period was Rs. (0.01) as against Rs. 0.01 for previous year.

Dividend

In order to conserve resources for future growth, your Directors do not recommend any dividend for the period.

Transfer to Reserves

The Company proposes to transfer Rs. NIL (P.Y. 0.31 Lakhs) to the General Reserve out of the amount available for appropriations and an amount of Rs.304.44 Lakhs (P.Y. 305.64 Lakhs) is proposed to be retained in the Profit and Loss Account.

Changes in Share Capital

During the period, Company has not made any allotment of Equity or preference Shares.

Change in Financial Year

Board of Directors at their meeting held on 09th December, 2011 accorded their consent to change the financial year of the company from 31st January to 31st March and accordingly the current financial year will be from 1st February, 2011 to 31st March, 2012.

Retail Business

During the period, your Company focused mainly its agri-business value chain. In this objective your company has carried out marketing of vegetables in the vegetable market, which the company has sourced directly from the farmers.

Your company provides its customers with good quality produce that has better shelf life and more consistent quality in keeping the best interest of the consumers. The vision of the company is to generate inclusive growth and prosperity for farmers, vendor partners, small shopkeepers and consumers.

Retail Software

During the period, the company rendered E-Horoscope reports in regional languages to its customers through mobile counters. The company is on the verge of reducing the retailing of software.

Deposits and Loans / Advances

Your company has not invited or renewed deposits from the public/shareholders in accordance with Section 58 A of the Companies Act, 1956.

Directors

As per the Articles of Association of the company, Mr. Amit G Khandelwal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on "Corporate Governance".

Auditors

M/s. S. D. Chandak & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of ensuing Annual General Meeting. The directors recommend their re-appointment as the statutory auditors for the financial period 2011-12.

M/s. S. D. Chandak & Co., Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointed.

Auditors Report

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Board of Directors hereby states and confirms:

i)That in the preparation of the Annual accounts for the financial period, the applicable accounting standards have been followed along with the proper explanations relating to material departures;

ii)That the Company has selected accounting policies described in the notes to accounts, which has been consistently applied except where otherwise stated and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the Loss of the company for the period;

iii)That they have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv)That the Annual Accounts have been prepared on the historical cost convention as a going concern basis and on accrual basis.

Particulars of Employees

During the period under review there was no employee employed in the financial period who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

Employee Relations

The Board of Directors of the company places on record its sincere appreciation for the valuable and dedicated services rendered by all the employees of the company and acknowledges the contribution of all the employees to the Company's performance. During the period under review our employee relations continued to be cordial.

Listing

The Securities of your Company are listed with the Bombay Stock Exchange Limited, Pune stock exchange Limited and Ahmedabad Stock Exchange limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2012-13 have been paid. The company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2012-13.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement and requirement of companies Act 1956, the Cash flow Statement for the period ended 31st March, 2012 is annexed hereto

Fixed Deposits

The company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

As your company is not engaged in manufacturing activities, the reporting requirement on these matters is not applicable and Foreign exchange earning & outgo during the period is NIL.

Corporate Governance Report

A Certificate from Statutory Auditors Regarding Compliance of the conditions of corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to the report on Corporate Governance.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

Management's Discussion and Analysis Statement

The Management Discussion and Analysis for the period 2011-12, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate section forming part of the Annual Report.

Corporate Social Responsibility

Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at targe. Management's commitment, work ethics and business processes at company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

Company's contribution to the community are in areas of health, education and free distribution of vegetables & fruits to the poor villagers.

Acknowledgements

The Directors thank the Company's employees, customers, vendors, farmer, suppliers, redistribution stockists, retailers, business partners, canteen stores department and others who are associated with the Company as its trading partners for their support to the Company. Your Company looks upon them as partners in its progress and shares with them the rewards of growth.

The Directors also thank to the Securities Exchange Board of India, Bombay Stock exchange Limited, Pune Stock Exchange Limited, Ahmedabad Stock Exchange Limited, NSDL, CDSL the Governments of India, State Governments in India and concerned Government Departments I Agencies for their co-operation are last but not the least the members of the Company.

On behalf of the Board

For Hit Kit Global Solutions Limited

Place : Mumbai Anand Agarwal

Date : 30.06.2012 Managing Director

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Jan 31, 2010

The Directors have pleasure in presenting the Annual Report and the Audited Account for the Year ended 31st January, 2010.

Financial Results

The salient features of the Companys financial results for the year under review are as follows:

(Rs. In Lacs) Particulars 31.01.2010 31.01.2009

Net Sales/Income from Operations 131.96 535.66

Other Income NIL 3.16

Total Income 131.96 538.82

Operating Profit before interest, Depreciation and Tax 29.51 96.62

Interest 1.60 13.01

Depreciation 16.72 32.24

Profit before tax (PBT) 11.19 51.37

Provision for Taxation 1.34 10.95

Net profit for the Year 9.85 40.42

Profit brought forward 293.95 286.20

Profit available for appropriation 303.80 326.62

APPROPRIATIONS

General Reserves 0.98 32.66

Surplus carried to Balance Sheet 302.82 293.96



Performance of the Company

During the year under review, the income from operation was Rs. 131.96 lakhs as against Rs. 538,82 lakhs earned in the previous year. After offsetting the expenses the company earned a Net Profit of Rs. 9.85 lakhs against Rs. 40.42 lakhs achieved during the corresponding period of the previous year. The directors are optimistic about the future of the company. The Earning per Share (EPS) (based on weighted average number of shares) for the year was Rs. 0.03 as against Rs. 0.11 achieved during the corresponding period of previous year.

Dividend

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

Transfer to Reserves

The Company has transferred Rs. 0.98 Lakhs during the year (P.Y. Rs 32.66 Lakhs) to the General Reserve and have also retained an amount of Rs.302.82 Lakhs during the year (P.Y.293.96 Lakhs) in the Profit and Loss Account.

Retail Business

During the year, your Company focused its attention on building a strong & healthy relationship in the agri-business value chain. In this objective your company has commenced marketing of vegetables which the company sources directly from farmers. Your company provides its customers with high quality produce that has better shelf life and more consistent quality in keeping the best interest of the consumers. The vision of the company is to generate inclusive growth and prosperity for farmers, vendor partners, small shopkeepers and consumers.

Retail Software

During the year, the company concentrated it activities in Retail of E-Horoscope i.e. Om Astrosoft by implementing comprehensive quality policy to deliver results on time and within budget. The company started E-Horoscope reports in regional languages to its customers through counters, spread across the retail outlets. The astrology software application is very user-friendly, and even a trainee operator can generate the reports. Our main focus is on the customer demanded for various Astro services like complete horoscope, horoscope with remedies, Gem recommendation, Numerology, Marriage compatibility etc. The company also further developed its marketing of PS- Excise software by tieingup with Priti Software. Due to the recessionary trend, the sales of retail software for the last two quarters was on decline, resulting lower sales and profitability.

Deposits and Loans / Advances

Your company has not invited or renewed deposits from the public/shareholders in accordance with Section 58 A of the Companies Act, 1956.

Directors

As per the Articles of Association of the company, Mr. Amit Khandelwal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on "Corporate Governance". During the year Mr Anupam Nadwana ceased to be director due to his resignation. The directors place on record their appreciation for the services provided by him to the company.

Auditors

M/s. Ritesh Burad & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of ensuing Annual General Meeting. The directors recommend their re-appointment as the statutory auditors for the financial year 2010-11. M/s. Ritesh Burad & Co, Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointed.

Auditors Report

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Board Of Directors hereby states and confirms:

i) That in the preparation of the Annual accounts for the financial year, the applicable accounting standards have been followed along with the proper explanations relating to material departures;

ii) That the Company has selected accounting policies described in the notes to accounts, which has been consistently applied except where otherwise stated and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st January, 2010 and of the profit of the company for the year;

iii) That they have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) That the Annual Accounts have been prepared on the historical cost convention as a going Concern basis and on accrual basis.

Particulars of Employees

During the year under review there was no employee employed in the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

Employee Relations

The Board of Directors of the company places on record its sincere appreciation for the valuable and dedicated services rendered by all the employees of the company and acknowledges the contribution of all the employees to the Companys performance. During the year under review our employee relations continued to be cordial.

Secretarial Compliance Report

As a reflection of your Companys commitment to transparency, the Board is pleased to enclose the

Secretarial Compliance Report for the financial year 2009-10 as a part of this Directors Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo As your company is not engaged in manufacturing activities, the reporting requirement on these matters is not applicable and Foreign exchange earning & outgo during the year is NIL.

Corporate Governance Report and Managements Discussion and Analysis Statement A report on Corporate Governance is attached to this Report as also a Management Discussion and analysis statement.

Appreciation and Acknowledgements

Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry. The Board place on record their appreciation for the support and co-operation your Company has been receiving from its farmer, suppliers, redistribution stockists, retailers, business partners, canteen stores department and others who are associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and shares with them the rewards of growth. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, co-operation with each other, consistent with consumer interests. Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory, government authorities, stock exchanges and shareholders for their continued support to the company.

On behalf of the Board

For Hit Kit Global Solutions Limited



Place : Mumbai Anand Agarwal

Date : 25.06.2010 Managing Director