డైరెక్టర్ల నివేదిక Integrated Hitech Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting Thirty Second 32 ^nd Director’s Report of Integrated Hitech Limited (''The Company’), together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE :

The standalone and consolidated financial highlights of the Company’s operations are summarized below :

(Rs. In Lakhs)
	Standalone		Consolidated
PARTICULARS	2024-25	2023-24	2024-25	2023-24
Revenue from operations	3.76	1.66	3.76	1.66
Other Income	0	5.00	0	5.00
T otal Income	3.76	6.66	3.76	6.66
T otal expenses	306.66	775.26	306.66	775.26
Profit/(Loss) before Exceptional Item and Tax	(302.90)	(768.60)	(302.90)	(768.60)
Exceptional Item	0	0	0	0
Profit/(Loss) before Tax	(302.90)	(768.60)	(302.90)	(768.60)
T otal T ax Expenses	0	0	0	0
Profit / (Loss) for the period	(302.90)	(768.60)	(302.90)	(768.60)
Earnings per Equity Share (in Rs)
Basic	(3.03)	(7.68)	(3.03)	(7.68)
Diluted	(3.03)	(7.68)	(3.03)	(7.68)

2. BUSINESS PERFORMANCE/STATE OF THE COMPANY''S AFFAIRS :

During the Financial year under review, your company has made loss of Rs. 302.90 (Rs. In Lacs) as against loss of Rs. 768.60 (Rs. In Lacs) in the previous financial year.

3. TRANSFER TO RESERVES :

During the year under review, no amount has been transferred to the general reserve of the Company.

4. DIVIDEND :

The Company has not recommended any dividend for the financial year 2024-25 due to losses.

5. INCREASE IN ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL :

During the financial year under review, there was no change in Authorized Share Capital as well as Paid up Share Capital of the Company.

6. LISTING OF EQUITY SHARES :

The Company’s equity shares are listed on the following Stock Exchange:

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India

7. SUBSIDIARIES, ASSOCIATES AND IOINT VENTURE COMPANIES :

The Company does not have any Associates and/or Joint Venture Companies as defined under Section 2(6) of the Companies Act, 2013..

In accordance with the first proviso to Section 129(3) of the Companies Act, 2013 read with Rules 5 and 8 of the Companies (Accounts) Rules, 2014, the key highlights of the financial performance of the subsidiary, as prescribed in Form AOC-1, are presented in Annexure - A to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, along with the audited financial statements of the subsidiary, are made available on the Company’s official website easitax.com for the benefit of shareholders and other stakeholders. These documents will also be available for inspection during business hours at our registered office.

The Company ensures that the governance mechanisms applicable to its subsidiary comply with the principles of transparency, accountability, and ethical conduct as adopted by the parent Company. The performance of the subsidiary is evaluated periodically, and any material developments are disclosed appropriately in the consolidated financial statements and Board Reports.

8. NATURE OF BUSINESS:

During the Financial Year under review, there were no changes in nature of business of the company.

9. CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNELfKMP) :Composition:

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge, financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to informed decision-making and help maintain the Company’s strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of Seven (7) Directors, including:

• One Executive Directors and

• Six Non-Executive Directors, wherein Two are Non-Executive Non-Independent Directors and Three are Non Executive Independent Directors (including one Independent Woman Director)

Change in Directorship during the year :

During the Financial Year 2024-25, Mrs. Aakansha Vaid was appointed as an Additional Non-Executive Independent Director with effect from February 10, 2025 and was appointed as Non-Executive Independent Director by Members in the Extra Ordinary General Meeting held on April 30, 2025 for a period of Five Years.

Mr. Ebenezer Gerald (DIN: 02026613), Managing Director whose term was expired was recommended for reappointment for a term of 3 Years w.e.f. 10.02.2025 to 09.02.2028 and was approved by Members in the Extra Ordinary General Meeting held on April 30, 2025.

Mr. Rajendhiran Jayaram resigned from the post of Independent Director with effect from February 08, 2025 due to Other Professional Commitments as mentioned in his Resignation Letter. He had confirmed there are no Material reasons for his resignation Letter.

Mrs. Rajendhiran Eswari Angali second term as an Independent Director has come to an end on 15.06.2025.

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Saroj Kumar Choudhury (DIN: 11143083) was appointed as an Additional Non-Executive Independent Director with effect from July 01, 2025 for a period of Five Years commencing from July 01, 2025 to June 30, 2030, subject to approval of shareholders by way of Special Resolution at the ensuing Annual General Meeting.

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, Mrs. Rainy Ramesh Singhi (DIN: 09844099) Non-Execute Non-Independent Director being longest in the office is liable to retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has sought re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mrs. Rainy Ramesh Singhi, are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Mr. Ebenezer Gerald (DIN: 02026613), Managing Director whose term was already expired was recommended for reappointment for a term of 3 Years w.e.f. 10.02.2025 to

09.02.2028 and was approved by Members in the Extra Ordinary General Meeting held on April 30, 2025.

During the year under review, Ms. Shantwana Adhikari resigned from the post of Chief Financial Officer w.e.f. 28.04.2025. Miss. Iranee Tripathy was appointed as Chief Financial Officer w.e.f. 28.04.2025.

11. INDEPENDENT DIRECTORS :Statement on Declaration given by Independent Directors :

The Company has four Independent Directors, namely Mr. Rajendhiran Jayaram, Mrs. Rajendhiran Eswari Angali, Mrs. Sushama Anuj Yadav and Mrs. Aakansha Vaid. Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have further confirmed that they are not aware of any circumstances or situations that could impair their independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Company’s Code of Conduct. There has been no change in the status or circumstances that would affect their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration in the Independent Directors’ databank, maintained by the Indian Institute of Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company easitax.com.

Familiarization Programme for Independent Directors :

Your Company has adopted a formal Familiarisation Programme for Independent Directors to support their effective participation on the Board. As part of the familiarisation process, the Company provides detailed insights into its business operations, industry dynamics, organizational structure, and group-level businesses. Independent Directors are also informed about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

12. DIRECTORS'' RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (5) of Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standard had

been followed along with proper explanation relating to material departures

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual accounts on a going concern basis.

5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

13. NUMBER OF MEETINGS OF THE BOARD :

During the year under review, the Board has demonstrated a high level of involvement in guiding the Company, supported by detailed discussions and timely decisions. During the financial year, Seven (7) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

INDEPENDENT DIRECTORS MEETING :

During the year under review, the Independent Directors of the Company met 1 (one) time on February 10, 2025.

14. ANNUAL BOARD EVALUATION :

The Company has established a comprehensive framework for evaluating the performance of the Board of Directors, its Committees, and individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Company’s Nomination and Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all Directors to obtain feedback on various aspects of the Board’s functioning, the effectiveness of its Committees, and the performance of each Director. The observations and responses received were compiled, analyzed, and subsequently presented to the Chairman of the Board for review and discussion.

The evaluation of Directors covered several aspects, including their attendance and participation in meetings, understanding of the Company’s operations and business environment, application of knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality, integrity, and independent judgment. Directors were also evaluated on their alignment with the Company’s core values, commitment to f iduciary responsibilities, and adherence to the Code of Conduct.

The Board’s performance was assessed based on criteria such as the effectiveness of its oversight on compliance and governance matters, clarity in the roles of the Chairman and Executive/Non Executive Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis was placed on the Board’s ability to provide strategic foresight and review the implementation of key initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings, adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their contribution to Board decisions. The Committees were also assessed on their ability to engage meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees, and individual Directors, including Independent Directors, was found to be satisfactory.

15. COMMITTEES OF THE BOARD :

As on March 31, 2025, the Board has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• Corporate Social Responsibility

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

16. PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.

(v) The compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

17. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits are not breached, a report on CSR activities is not required to be annexed with this report.

18. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

The HR function is strategically integrated with the Company’s long-term vision and is geared towards enhancing employee experience, performance, and future readiness. This year, Integrated Hitech Limited remained committed to nurturing an inclusive and collaborative workplace culture that encourages transparency, creativity, and mutual respect. The Company actively promotes a learning oriented environment by investing in skill-building, leadership development, and cross-functional exposure, ensuring employees continue to grow and thrive within the organization.

In addition to professional growth, the Company places great value on employee wellbeing and work-life balance, striving to create a healthy, engaging, and performance-driven culture. Through various initiatives and feedback mechanisms, the Company ensures continuous dialogue with its workforce, reinforcing its commitment to building long-term, fulfilling relationships with employees.

To enhance team spirit and cultivate a welcoming environment, the Company also organized various interactive sessions and team-building activities, which encouraged open communication, collaboration, and relationship-building across departments. These initiatives played a significant role in reinforcing team spirit and enhancing organizational cohesion.

19. NOMINATION AND REMUNERATION POLICY :

The Company has established a comprehensive Policy on Director Appointment and Remuneration, which also encompasses Key Managerial Personnel and other employees. This policy serves as a framework for the Nomination and Remuneration Committee to identify and recommend individuals who possess the necessary qualifications, skills, and experience to serve as Directors. It also lays down clear criteria for assessing the independence of Directors in accordance with regulatory requirements and the Company’s governance standards.

Furthermore, the policy ensures that the Company’s remuneration strategy is aligned with its overarching business objectives. Remuneration packages are designed to reward individual contributions as well as overall organizational performance, while remaining competitive and in line with industry benchmarks. This approach not only motivates Directors and employees to deliver sustainable value but also supports the retention of high-caliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness, and alignment with shareholder interests. The Committee regularly reviews the policy to adapt to changing regulatory landscapes and evolving best practices in corporate governance. This enables the Company to maintain a balanced and performance-driven reward system that fosters long term growth and accountability.

The remuneration policy approved by the board of Directors is available on the website of the Company easitax.com.

20. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company easitax.com.

a) Code of Conduct for Directors and Senior Management

b) Nomination and Remuneration Policy

c) Policy on Disclosure of Material Events

d) Policy on preservation of Documents

e) Policy on archival of data

f) Whistle Blower Policy

g) Policy on Related Party Transactions

h) POSH Policy

i) Dividend Distribution Policy

j) Policy on Material Subsidiary

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There was material changes and commitments have occurred between the end of the Company’s financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a “Going Concern”.

1. Mr. Ebenezer Gerald (DIN: 02026613), Managing Director whose term was already expired was recommended for reappointment for a term of 3 Years w.e.f. 10.02.2025 to 09.02.2028 and was approved by Members in the Extra Ordinary General Meeting held on April 30, 2025.

2. Board of Directors has decided to go for reduction of paid up share capital upto 99% in view of accumulated losses exceeding the paid-up capital subject to approval of Shareholders in the ensuing Annual General Meeting;

22. INTERNAL FINANCIAL CONTROL SYSTEMS THEIR ADEQUACY AND RISK MANAGEMENT:

The Company has in place a robust internal control system, commensurate with the size, scale, and complexity of its operations. These controls are supported by well-documented policies and standard operating procedures that govern key business processes. The internal control framework is designed to ensure the orderly and efficient conduct of business, including adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing Regulations, the Company has established a structured Internal Audit function. The scope, authority, and functioning of the internal audit are defined and reviewed periodically by the Audit Committee. Internal audits are conducted at regular intervals to assess the effectiveness of operational and financial controls and to provide assurance on the design and operating effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management, stock, Human Resources, IT systems, and operational efficiency. The audit findings were presented to the Audit Committee on a quarterly basis, along with management’s responses and action plans. Follow-up mechanisms are in place to ensure the timely implementation of corrective measures.

The internal control environment of the Company is dynamic and responsive to evolving business needs. It is reviewed periodically and strengthened as required to ensure high standards of governance, transparency, and accountability are maintained throughout the organization.

The internal and operational audit responsibilities are assigned to Mr. S. Sridharan, who function independently and report directly to the Audit Committee to ensure objectivity and transparency in the audit process. The primary focus of their audit activities is to conduct a comprehensive assessment of business risks, evaluate the effectiveness of internal controls, and review core business processes for efficiency, compliance, and alignment with industry best practices.

23. INVESTOR EDUCATION AND PROTECTION FUND (lEPF) :

There is no amount due to be transferred to the IEPF account.

24. RELATED PARTY TRANSACTIONS :

Your Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions and is published on the Company’s website at easitax.com.

The Company has established a robust and transparent framework for the review, approval, and monitoring of Related Party Transactions (RPTs). This framework ensures that all transactions with related parties are conducted in a fair, arm’s-length manner and are aligned with the Company’s commitment to ethical business practices and regulatory compliance.

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company’s Policy on Materiality and Dealing with Related Party Transactions, all relevant information pertaining to proposed RPTs—including transaction details, nature of the relationship, commercial rationale, and pricing justification—is submitted for prior review and approval of the Audit Committee.

The Audit Committee plays a critical oversight role by ensuring that such transactions are in the best interest of the Company and its stakeholders, and do not result in any conflict of interest. For material RPTs and those requiring shareholder approval, the Company ensures timely disclosure and compliance with all applicable regulatory requirements and SEBI circulars.

Additionally, the Company periodically updates its Related Party Transaction policy to incorporate changes in law and evolving governance best practices. The Company has not entered into any transactions with related parties during the year under review which requires reporting in Form AOC-2 in terms of Section 134(3) and 188(1) of the Act read

with Rule 8(1) of the Companies (Accounts) Rules, 2014.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024-25.

26. DEPOSITS:

During the financial year, The Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 of the Act, read with the Rules made thereunder, and therefore, no amount of principal or interest on deposit was outstanding as of the Balance Sheet date. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Act.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations, except:

During the year under review, the Company received the mail dated 28^th June, 2024 from BSE for payment of SOP Fine for late submission of Regulation 24A of SEBI (LODR) Regulation, 2015 and the company paid the fine of Rs. 2,360/- on 09^th July, 2024.

During the year under review, the Company received the mail dated 21^st August, 2024 from BSE for payment of SOP Fine for Non - Compliance with requirement to appoint Qualified Company Secretary of Regulation 6(1) of SEBI (LODR) Regulation, 2015 and the company paid the fine of Rs. 15,340/- on 04^th September, 2024.

Regional Director, Southern Region, Tamilnadu has rejected application for Change in Registered Office from State of Tamilnadu to State of Maharashtra due to pending Inspection under Section 206(5) of Companies Act, 2013.

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

28. ENVIRONMENT, HEALTH AND SAFETY :

Your Company remains fully committed to upholding the highest standards of legal compliance and operational excellence in all aspects of Health, Safety, and Environmental (HSE) management. During the year under review, the Company continued to focus on energy and water conservation, enhanced utilization of renewable energy sources, and efforts to minimize waste generation across operations. These initiatives are in alignment with the Company’s broader goals of sustainable development and environmental stewardship.

In line with this commitment, the management has actively fostered a culture of safety and well-being across the organization. The Company organizes routine fire safety drills, along with periodic health check-ups for both permanent and contractual employees, ensuring

proactive care and risk prevention at the workplace.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the overall workforce well-being, promoting a proactive approach to health and safety, and embedding a strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure working environment across all manufacturing units and office, thereby ensuring a responsible and people-centric approach to organizational growth.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to fostering a work environment that upholds the highest standards of safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil Mechanism and Whistle blower Policy have been implemented in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

These mechanisms are designed to enable employees and other stakeholders to confidentially report concerns regarding actual or suspected misconduct, including unethical behavior, violations of legal or regulatory requirements, and breaches of the Company’s Code of Conduct. The system ensures that disclosures are handled in a fair, transparent, and secure manner, without fear of retaliation. Comprehensive information on the Company’s Vigil Mechanism and Whistle blower Policy is provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report. The Policy is also available on the Company’s official website at easitax.com.

There were no Complaints received for the financial year ended March 31, 2025.

30. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

31. AUDITORS AND REPORT:a) STATUTORY AUDITORS:

M/s. A. John Moris & Co., Chartered Accountant (FRN: 007220S), Statutory Auditors were appointed as the Statutory Auditors of the Company to hold office up to the conclusion of the Annual General Meeting of the Company to be held for the Financial Year 2024-25. As the term of the existing Statutory Auditors is expiring in the ensuing Annual General Meeting the Board of Directors on the recommendation of Audit Committee in their meeting held on July 01, 2025 have proposed to the Members for their approval in the ensuing Annual General Meeting to appoint ABNJ & Co., Chartered Accountants (MEF No. MEF42296) as the Statutory Auditors of the Company for a term of five years from the conclusion of the 32 ^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting of the Company to be held in year 2030.

The Auditor’s Report on the Financial Statements for the year ended March 31, 2025, is unqualified and free from any adverse remarks, qualifications, disclaimers, or

reservations. The notes accompanying the financial statements are comprehensive and self-explanatory, requiring no additional clarifications. Furthermore, the Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, and consequently, no disclosures are necessary under Section 134(3)(ca) of the Act.

b) SECRETARIAL AUDITOR & REPORT:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Rabindra Kumar Samal, Practising Company Secretaries (Membership No. F7649 and COP. 18278) was appointed to conduct secretarial audit for the financial year 202425.

Further, pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company, appointment of Mr. Rabindra Kumar Samal, Practising Company Secretaries (Membership No. F7649 and COP. 18278), as Secretarial Auditors of the Company for a term of 3 years starting from FY 25-26. The Company has received a consent letter from Mr. Rabindra Kumar Samal, that they are not disqualified and are eligible to hold the office as Auditors of the Company, if appointed.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as Annexure-B and forms an integral part of this Report. The observations made in the Report are self-explanatory and do not warrant any further comments or explanations from the Board. Furthermore, the Secretarial Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013. Accordingly, there are no disclosures required under Section 134(3)(ca) of the Act.

Board''s Reply :

Board of Directors taking necessary actions to rectify the observations, remarks in the Secretarial Auditors Report.

c) INTERNAL AUDITORS:

The Company has appointed Mr. S. Sridharan, as the Internal Auditors of the company for the Financial Year 2024-25. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

32. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

33. ACCOUNTING STANDARDS :

The Company has followed Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements.

34. ANNUAL RETURN :

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Company’s official website easitax.com.

35. CORPORATE GOVERNANCE :

The Company remains steadfast in its commitment to upholding the highest standards of Corporate Governance, emphasizing transparency, accountability, and ethical business practices in all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance has been included as part of this Integrated Annual Report as Annexure-III.

Additionally, a certificate issued by Mr. Rabindra Kumar Samal, Practising Company Secretaries, Secretarial Auditor of the Company, confirming compliance with the Corporate Governance requirements as prescribed under the Listing Regulations is annexed as Annexure- VI.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report and is annexed as Annexure-II.

The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive Anti-Harassment and Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC) is constituted at the Group level to address and resolve complaints related to sexual harassment in a timely and fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in addressing such concerns and aims to offer guidance and support to employees across all offices of the Company.The policy covers all women employees, including those who are permanent, temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2024-25 are as follows:

Sr. No.	Particulars	Complaints
1	Number of complaints at the beginning of the financial year	NIL
2	Number of complaints filed and resolved during the financial year	NIL
3	Number of complaints pending at the end of the financial year	NIL

38. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo is as follows:

> Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

> Technology absorption:

1. The efforts made towards technology absorption: N.A.

2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

• The details of technology imported: N.A.

• The year of import: N.A.

• Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A.

> Foreign Exchange Earnings and Outgo: N.A.39. SECRETARIAL STANDARDS COMPLIANCES:

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

40. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

41. REDUCTION OF CAPITAL:

The Company during the couple of years made business and due to unfavorable market conditions incurred losses which eroded the issued, paid-up, subscribed capital of the company completely. Keeping the future plan of the company it is proposed to reduce the capital of the company to the extent of 99%. Hence, Board of Directors in their meeting held on 21^st June, 2025 approved draft scheme of reduction of Share Capital and proposed to place before the Members for their approval. After approval of Shareholders the Company will take necessary steps to file an application/scheme to Hon’ble NCLT and

comply the provisions of Companies Act, 2013, SEBI (LODR) Regulations, 2015 and SEBI circular relating to scheme of arrangement.

As on 31^st March 2025 the company has accumulated losses of Rs. 10,43,18,000 /- . Therefore, the Company proposes to utilize balance of Rupees 9,90,45,540 out of Accumulated Losses of Rs. 10,43,18,000 /- against Rs. 10,00,46,000/- paid up , issued, subscribed equity capital of the company consists of 1,00,04,600 Equity Shares of Rs.10/-each.

The Losses of the company accumulated in the past couple of years and the details as under:
	Year	Year wise Profit/(Losses)(Rs.)
	2020-21	(5,54,230)
	2021-22	(11,24,000)
	2022-23	(19,51,000)
	2023-24	(7,68,60,000)
	2024-25	(3,02,90,000)

The reduction of capital is applicable to all the shareholders in the same ratio. There will be no change of promoters holdings post reduction of Capital.

The shareholding pattern of the Company and the percentage of holdings shall remain unchanged on account of the reduction of capital of the Company. The pre- & post Shareholding pattern of the company as effective date is as under:

Categ ory	Particulars	Before the Scheme of Arrangement		Post reduction under the Scheme
		No. of Shares	% to Total	No. of Shares	% to Total
(A)	Promoters & Promoter Group	11,05,700	11.05	11,055	11.05
(B)	Public	88,98,900	88.95	88,991	88.95
	TOTAL	1,00,04,600	100	1,00,046	100

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

43. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the annual Listing Fees for the year 2024-25.

44. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code. Declaration of Code of Conduct is annexed as Annexure- IV.

45. SHIFTING OF THE REGISTERED OFFICE FROM ONE STATE TO ANOTHER:

The Members of the Company in the Annual General Meeting held on September 30, 2024 approved the proposal for shifting of Registered office from the State of Tamilnadu to state of Maharashtra. Regional Director,Southern Region, Tamilnadu has rejected application for Change in Registered Office from State of Tamilnadu to State of Maharashtra due to pending Inspection under Section 206(5) of Companies Act, 2013.

46. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

47. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

48. CAUTIONARY STATEMENT:

Certain statements made in this Report, including those under Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual Report, may constitute “forward-looking statements” as per applicable laws and regulations. These statements reflect the Company’s current intentions, expectations, projections, or forecasts regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes in market conditions, economic developments, or unforeseen circumstances. The

Company does not assume any obligation or responsibility for the accuracy or completeness of such forward-looking statements, which may be subject to revision based on future events, developments, or the availability of new information.

49. ACKNOWLEDGEMENTS:

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work demonstrated by all employees across the Company. They also extend their heartfelt thanks to the shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories, auditors, customers, vendors, business associates, suppliers, distributors, and the communities surrounding the Company’s operations. The Directors are grateful for their continued support, trust, and confidence in the Company’s Management.

---

Mar 31, 2024

Your Directors have pleasure in presenting before you the 31st Annual Report of your Company on
the business and operations together with the Audited Financial Statements including Consolidated
Financial Statement and Auditors'' Report for the financial year ended 31^st March 2024.The
performance of the Company during the year under Report is summarized as below:

FINANCIAL HIGHLIGHTS:

The summarized financial results of our operations for the Financial Year ending 31^st March 2024 is
detailed hereunder.

(Rs. in Lakhs)

	STANDALONE		CONSOLIDATED
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Operating Income	1.66	2.67	1.66	2.67
Other Income	5.00	5.04	5.00	5.04
Total Income	6.66	7.71	6.66	7.71
Total Expenditure	775.26	27.22	775.26	27.22
Net profit/Loss Exceptional Items	(768.60)	(19.51)	(768.60)	(19.51)
Exceptional Items	0	0	0	0
Profit / (Loss) before tax	(768.60)	(19.51)	(768.60)	(19.51)
Provision for tax	NIL	NIL	NIL	NIL
Deffered tax	NIL	NIL	NIL	NIL
Net Profit/Loss after tax	(768.60)	(19.51)	(768.60)	(19.51)
Earnings Per Share	(7.68)	(0.20)	(7.68)	(0.20)

WEB ADDRESS - easitax.com
FINANCIAL PERFORMANCE

During the year under review, your Company has registered a total loss of Rs. (768.60)/- Lakhs as
compared to previous year loss of Rs. (19.51)/- Lakhs. The Board is trying hard for the growth of the
Company. Your Directors are continuously looking for avenues for future growth of the Company by
developing new Software in the ever growing field of Financial and Health Care Sector. The Company is
now ready to avail the new opportunities available in the market.

CHANGES IN SHARE CAPITAL

During the Financial year 2023-24 the Authorized Share Capital and Paid Up Capital as on 31^st March
2024 stood at Rs.11,00,00,000/- and Rs.10,00,46,000/- respectively. During the year under review, the
company has not issued any Securities nor granted any Stock Options or Sweat Equity.

BUSINESS REVIEW/ STATE OF THE COMPANY''S AFFAIRS

Your Company is involved in the development of various software and services for E-filing of Corporate
Statutory Tax Returns and developing the existing software''s. The company is working on to develop e-
redressal system for GST and e-record system for health care.

During the year under review, the total income of the Company stands at Rs. 6.66/- Lakhs and the
expenses stands at Rs. 775.26/- Lakhs. The Net Loss stands at Rs. (768.60)/- Lakhs in comparison to Rs.
(19.51)/- Lakhs of last year.

The losses can be attributed to the developmental expenses the company is incurring for developing
the GST & Health Care Software which are yet to be launched in the market.

CHANGES IN THE NATURE OF THE BUSINESS

During the year under review, there were no changes in nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

The Company is in the process of complying with the requirement of achieving 100% holding of the
promoters in demat forms as required under the SEBI (Listing obligations and Disclosure
Requirements) Regulations 2015.

DIVIDEND

As there is no profit in this year therefore the Board recommends no dividend is to be declared for this
financial year.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiary. In
accordance with Section-129(3) of the Companies Act, 2013, we have prepared consolidated financial
statements of the Company and its subsidiary, which form part of the Annual Report. Further, a
statement containing the salient features of the financial statement of the subsidiary in the prescribed
format AOC - 1 is appended as Annexure-1 to the Board''s report. The statement also provides the
details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including
the consolidated financial statements and related information of the Company, are available on our
website www.easitax.com. These documents will also be available for inspection during business hours
at our registered office.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid in last year.

BOARDS COMPOSITION, CATEGORY OF DIRECTORS AND THEIR MEETINGS:

The Board is collectively responsible for the sustainable success of the company. The Company''s Board
has an optimum combination of Executive and Non-Executive Directors and reflects diversity in terms
of disciplines, professions, social groups, gender and stakeholder interest.

The strength of the Board as on March 31, 2024 is Six (6) directors. They are as follows:

1. A. GERALD EBENEZER Managing Director

2. RAINY RAMESH SINGHI Non-Executive Director (Women)

3. RAJENDHIRAN JAYARAM Independent Director

4. RAJENDHIRAN ESWARI ANGALI Independent Director(Women)

5. RAMESH CHANDRA MISHRA* Non-Executive Director

6. SUSHAMA ANUJ YADAV** Independent Director (Women)

* Ramesh Chandra Mishra appointed as a Director w.e.f. 02/09/2023
**Mrs. Sushama Anuj Yadav appointed as a Director w.e.f. 02/09/2023

The following are the KMP as on March 31, 2024:¬

1. A. GERALD EBENEZER - Managing Director

2. Ms. Shantwana Adhikari - CFO

3. Mr.Deepak Kumar Saha*** - Company Secretary

*** Mr.Deepak Kumar Saha resigned as Company Secretary and Compliance Officer w.e.f. 29/02/2024
MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met Five (5) times during this financial year, The disclosure on Board
meetings and attendance of directors are given below:

Date of meetings	No. of Directors attended the meeting
25.05.2023	4
11.08.2023	4
02.09.2023	4
10.11.2023	4
12.02.2024	6

COMMITTEES OF THE BOARD

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

At the end of the Financial Year 2023-24 the Audit Committee constitutes of Mr. Rajendhiran
Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr. Rajendhiran
Jayaram is the Chairman of the Audit Committee. The Board of Directors have accepted all the
recommendations given by the Audit Committee. The terms and reference of Audit Committee
and details of meetings held during the financial year 2023-24 and the attendance of members
are given in the Corporate Governance Report, which forms part of the Directors Report.

b. Nomination, Remuneration Committee

At the end of the Financial Year 2023-24 the Nomination and Remuneration Committee consists
of Mr. Rajendhiran Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr.
Rajendhiran Jayaram is the Chairman of the Nomination and Remuneration Committee. The
details of the Nomination and Remuneration Committee and meetings held during the financial
year 2023-24 and the attendance of members are provided in the Corporate Governance Report,
which forms part of the Directors Report.

c. Stakeholders Relationship Committee

At the end of the Financial Year 2023-24 the Stakeholders Relationship Committee consists of
Mr. Rajendhiran Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr.
Rajendhiran Jayaram is the Chairman of the Stakeholder Relationship Committee. The details of
the Stakeholder Relationship Committee and meetings held during the financial year 2023-24
and the attendance of members are provided in the Corporate Governance Report, which forms
part of the Directors Report.

EXTRACT OF ANNUAL RETURN

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT -
9 forms part of this report as Annexure - 2.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives details of the
overall industry structure, developments, performance and state of affairs of the company and other
material developments during the financial year and is attached as Annexure-3.

CORPORATE GOVERNANCE

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of
the conditions of corporate governance by your Company as stipulated in Regulation 34(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are attached to this Report as
Annexure -4.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations 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) of Section 149 of the Companies Act, 2013.

All the Independent Directors have complied with the Code for Independent Directors prescribed in
Scheduled IV to the Act.

MEETING OF INDEPENDENT DIRECTORS

The performance of the Individual Directors on the Board and the Committees thereof is done by the
Board and the Independent Directors in their exclusive meeting done as per the policy formulated by
the Board in this regard.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 the performance evaluation of the Board
and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent
Directors with specific focus on the performance and effective functioning of the Board and Individual
Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms
that-

a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the company and such
internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

There were no contract or arrangements made with related parties as defined under Section 188 of the
Companies Act, 2013 during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the Company has been in receipt of remuneration exceeding the amounts
envisaged under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of
the Companies Act, 2013.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposit from the public under
Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

VIGIL MECHANISM

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a
Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair
and transparent manner by adopting highest standards of professionalism, honesty, integrity and
ethical behavior.

This mechanism is for the employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Code of Conduct and Ethics.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of Energy, Technology Absorption

The Company always believes in giving the best to its clients and in this regard it continuously upgrade
its knowledge in cutting edge technology and in the latest and best equipments.

B. Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

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, event, financial, human, environment and statutory compliance.

AUDITORS

a. Statutory Auditors:

M/s. John Moris & Co. (Firm Registration No. 007220S), Chartered Accountants, Chennai were
appointed as Statutory Auditors of our Company in our 27^th Annual General Meeting held on 31^st
December 2020 and they hold office till the conclusion of our 32^ndAnnual General Meeting on a
remuneration as the Board of Directors of the Company may determine.

There are no qualifications or adverse remarks in the Statutory Audit Report which require any
explanation from the Board of Directors.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS
Rabindra Kumar Samal, Company Secretary in Whole time Practice to undertake the Secretarial Audit
of the Company for the financial year 2022-23, 2023-24 and 2024-25.

The Report of the Secretarial Auditor in Form MR-3 for the financial year 2023-24 is attached in
Annexure-5.

REPLY TO OBSERVATION RAISED BY THE SECRETARIAL AUDITOR

1. The Company is in the process of complying with the requirement of achieving 100% holding of
the promoters in demat forms as required under the SEBI (Listing obligations and Disclosure
Requirements) Regulations 2015. We are trying to regularise PAN issues of the Promotor
/Promotor Group and shall be able to comply with the Regulation.

FRAUDS REPORTED BY THE AUDITORS

No Frauds were reported by the Auditors either to the Audit Committee or in their reports during the
year under review.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 are not applicable for the year since the
Company is not falling under the category of class Companies as prescribed under Sub-section (1) of
Section 148 of the Companies Act 2013 and Rules framed there under.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. During
the year under review, no case of sexual harassment was reported.

During the year under review, the Internal Complaints Committee , which has been in existence in the
company to receive and deal in with complaints relating to such harassment , has not received any
complaint pertaining to sexual harassment.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS.

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company''s operations in future

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from
the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under
review. Your Directors also wish to place on record their deep sense of appreciation for the committed
service of the Executives, staff and Workers of the Company.

By Order of the Board
Integrated Hitech Limited
-Sd-

Place : Chennai

A. GERALD EBENEZER

Date : 02/09/ 2024 Managing Director

DIN:02026613

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Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the TWENTIETH ANNUAL REPORT of the Company with the audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS:

Rs.in lakhs.

Year

ended Year ended

31/03/2015 31/03/2014.

Income from operations 9.50 11.22

0.64 0.60

Otherlncome 0.95 (0.24)

Profit before Tax 0,95 (7.82)

Profit after Tax 0.95 (7.82)

Balance carried to Balance-Sheet

RESERVES & SURPLUS:

The Reserves and Surplus stands at Rs.78.65 lakhs as on 31/03/2015 as against Rs.77.70 lakhs as on 31/03/2015

DIVIDEND:

Due to inadequacy of profits, the Board has considered expedient not to recommend any dividend for the year ended 31st, March, 2015.

DEPOSITS

The Company has not accepted any deposit from the public.

DIRECTORS:

In accordance with the provisions of The Companies Act, 1956 and the Company's Articles of Association Mr J.Rajendhiran is due to retire by rotation and is eligible for reappointment.

Notice has been received u/s 257 of the Companies Act proposing his name for appointment as Director.

DIRECTORS' RESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 217(2AA) of The Companies Act, 1956, with respect to Directors' responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed.

(ii) .That the Directors 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 the financial year 2014-2015 and of the profit or loss of the company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of 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; That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a 'going concern' basis.

(iv) WOMEN DIRECTOR - Your company has appointed Ms.R.A.Eswari woman director who has good experience in management of corporates.

PROJECT IMPLEMENTATION: ETDS: Your Company is providing the software and services for major companies and Banks for electronically filing their TDS returns. The company is in the process of new areas of software development.

FUTURE PROSPECTS:

Your Company is involved in the development of various software and services for efiling of Corporate Statutory Tax Returns and developing the existing software's.

AUDITORS AND AUDIT REPORT:

M/S A.John Moris & Co.,Chartered Accountants , Chennai, the Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Accordingly it is proposed to appoint M/s A. John Moris & Co., as Auditor of the Company at the ensuing Annual General Meeting, to hold office till the conclusion of the next Annual General Meeting

LISTING REQUIREMENTS;

The shares of the company are listed on the Chennai and Mumbai Stock Exchanges. The annual listing fee has been duly paid..

DEPOSITORY SYSTEM;

The Security and Exchange Board of India (SEBI) has mandated the delivery of shares of your company under the compulsory dematerialized form with effect from 28th August 2000. Your company has entered into an agreement with the Central Depository Services and National Securities Depositoiy Limited for dematerialization of your Company's Securities in accordance with the provisions of Depository Regulation. With this the members have the option /discretion to hold their demat shares in the company through the National Securities Depository Limited or the Central Depository Services (India) Limited.

CORPORATE GOVERNANCE:

Your directors are happy to report that your company has fully complied with the SEBI Guidelines on Corporate Governance, which have been incorporated as per the Listing Agreement with the Stock Exchanges.

A detailed report on Corporate Governance forms Annexure -A to this report. The Statutory Auditors of the Company have examined the Company's compliance as above and have certified the same as required under the SEBI guidelines.. The certificate is reproduced as Annexure-B to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Company is in development and service of various tax compliance software such as e-filing of Income Tax Returns Software for individuals and corporate bodies and and e-filing of Tax Deducted at Source (e-TDS) software for corporates.

Your Company have plans for associating with other large corporates/Banks to successfully implement the e-filing of Income Tax Returns and e-TDS Returns and plans to become the major player in the e- filing of I.T.Retums and e-TDS Returns for Income Tax.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION;

The Company has no activity relating to conservation of energy or technology absorption.

PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956. Mr.A.Gerald Ebenezer, Managing Director was in receipt of a remuneration of Rs.60,.000/- for the year 2014-15.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the dedicated and untiring hard work put by the employees at all levels. The Directors would like to thank the Banks, Consultants, Auditors and above all the shareholders and valued customers for their continued support and patronage.

For and on behalf of the Board,

Place: Chennai A. Gerald Ebenezer Date:. 31/08/2014 Managing Director.

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Twenty First ANNUAL REPORT of the Company with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS: Rs.in lakhs.

Year ended Year ended 31/03/2014 31/03/2013.

Income from operations 11.22 18.25

0.60 X74

Otherlncome (0.24) 2.43

Profit before Tax (7.82) 2.43

Profit after Tax (7.82) 2.43

Balance carried to Balance-Sheet

RESERVES & SURPLUS:

The Reserves and Surplus stands at Rs.77.70 lakhs as on 31/03/2014 as against Rs.85.52 lakhs as on 31/03/2014

DIVIDEND:

Due to inadequacy of profits, the Board has considered expedient not to recommend any dividend for the year ended 31st, March, 2014.

DEPOSITS

The Company has not accepted any deposit from the public.

DIRECTORS:

In accordance with the provisions of The Companies Act, 1956 and the Company's Articles of Association Mr.A.X.N.Prabhu is due to retire by rotation and is eligible for reappointment.

Notice has been received u/s 257 of the Companies Act proposing his name for appointment as Director.

DIRECTORS' RESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 217(2AA) of The Companies Act, 1956, with respect to Directors' responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed.

(ii). That the Directors 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 the financial year 2013-2014 and of the profit or loss of the company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of 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; That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a 'going concern' basis.

PROJECT IMPLEMENTATION: ETDS: Your Company is providing the software and services for major companies and Banks for electronically filing their TDS returns. The company is in the process of new areas of software development.

FUTURE PROSPECTS:

Your Company is involved in the development of various software and services for efiling of Corporate Statutory Tax Returns and developing the existing software's.

AUDITORS AND AUDIT REPORT:

M/S A.John Moris & Co.,Chartered Accountants , Chennai, the Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. Accordingly it is proposed to appoint M/s A. John Moris & Co., as Auditor of the Company at the ensuing Annual General Meeting, to hold office till the conclusion of the next Annual General Meeting

LISTING REQUIREMENTS;

The shares of the company are listed on the Chennai and Mumbai Stock Exchanges. The annual listing fee has been duly paid..

DEPOSITORY SYSTEM;

The Security and Exchange Board of India (SEBI) has mandated the delivery of shares of your company under the compulsory dematerialized form with effect from 28th August 2000. Your company has entered into an agreement with the Central Depository Services and National Securities Depository Limited for dematerialization of your Company's Securities in accordance with the provisions of Depository Regulation. With this the members have the option /discretion to hold their demat shares in the company through the National Securities Depository Limited or the Central Depository Services (India) Limited.

CORPORATE GOVERNANCE:

Your directors are happy to report that your company has fully complied with the SEBI Guidelines on Corporate Governance, which have been incorporated as per the Listing Agreement with the Stock Exchanges.

A detailed report on Corporate Governance forms Annexure -A to this report. The Statutory Auditors of the Company have examined the Company's compliance as above and have certified the same as required under the SEBI guidelines.. The certificate is reproduced as Annexure-B to this report.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION;

The Company has no activity relating to conservation of energy or technology absorption.

PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956. Mr.A.Gerald Ebenezer, Managing Director was in receipt of a remuneration of Rs.60,.000/- for the year 2013-14.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the dedicated and untiring hard work put by the employees at all levels. The Directors would like to thank the Banks, Consultants, Auditors and above all the shareholders and valued customers for their continued support and patronage.

For and on behalf of the Board,

Place: Chennai A.Gerald Ebenezer Date: . 30/08/2014 Managing Director.

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Mar 31, 2010

The Directors have great pleasure in presenting the SEVENTEENTH ANNUAL REPORT of the Company with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

Rs.in lakhs

Year ended Year ended 31/03/2010 31/03/2009

Income from operations 22.36 30.25

Other Income 0.72 2.28

Profit before Tax 0.94 3.49

Profit after Tax 0.94 3.89

Balance carried to Balance-Sheet 0.94 2.49

RESERVES & SURPLUS:

The Reserves and Surplus stands at Rs.76.61 lakhs as on 31 /03/2010 as against Rs. 75.66lakhs as on 31 -03-2009

DIVIDEND:

Due to inadequacy of profits, the Board has considered expedient not to recommend any dividend for the year ended 31 st, March, 2010.

DEPOSITS

The Company has not accepted any deposit from the public.

DIRECTORS:

In accordance with the provisions of The Companies Act, 1956 and the Companys Articles of Association Mr AXN. Prabhu is due to retire by rotation and is eligible for reappointment.

Notice have been received u/s 257 of the Companies Act proposing his name for appointment as Director.

DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 217(2AA) of The Companies Act, 1956, with respect to Directors responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts forthe financial year ended 31st March 2010, the applicable accounting standards have been followed.

(ii) That the Directors 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 the financial year 2009-2010 and of the profit or loss of the company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of 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;

(iii) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

PROJECT IMPLEMENTATION:

ETDS: Your company is providing the software and services for major companies and Banks for electronically filing their TDS returns. There was good response for filing the eTDS returns as on 31st March 2010.

Efiling of IT Returns:

The Government of India, Directorate of Income Tax have made it mandatory for corporate bodies to file their Income Tax returns only in electronic mode and optional for individuals. The first e-Return of Income Tax was filed through your Company under the electronic furnishing of e-Retums in 2004. Your company has developed e-filing software such as ITR1,2,3 as prescribed by Income tax Department AND developing new software for Tax as per DIRECT TAX CODE, to be introduced from 2011.

FUTURE PROSPECTS:

Your Company is involved in the development of various software and services for efiling of Corporate Statutory Tax Returns and have chalked plans to be a major player in the Corporate eReturn filing on implementation of the DIRECT TAX CODE.

AUDITORS AND AUDIT REPORT:

M/S A.John Moris & Co.,Chartered Accountants , Chennai, the Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Accordingly it is proposed to appoint M/s A. John Moris & Co., as Auditor of the Company at the ensuing Annual General Meeting, to hold office till the conclusion of the next Annual General Meeting.

LISTING REQUIREMENTS:

The shares of the company are listed on the Chennai and Mumbai Stock Exchanges. The annual listing fee has been duly paid.

DEPOSITORY SYSTEM:

The Security and Exchange Board of India (SEBI) has mandated the delivery of shares of your company under the compulsory dematerialized form with effect from 28th August 2000. Your company has entered into an agreement with the Central Depository Services and National Securities Depository Limited for dematerialization of your Companys Securities in accordance with the provisions of Depository Regulation. With this the members have the option /discretion to hold their demat shares in the company through the National Securities Depository Limited or the Central Depository Services (India) Limited.

CORPORATE GOVERNANCE:

Your directors are happy to report that your company has fully complied with the SEBI Guidelines on Corporate Governance, which have been incorporated as perthe Listing Agreement with the Stock Exchanges.

A detailed report on Corporate Governance forms Annexure -A to this report. The Statutory Auditors of the Company have examined the Companys compliance as above and have certified the same as required under the SEBI guidelines.. The certificate is reproduced as Annexure-B to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Company is in development and service of various tax compliance software such as e-filing of Income Tax Returns Software (ITR 123) for individuals and corporate bodies and and e-filing of Tax Deducted at Source (e-TDS) software for corporates. Your Company have plans for associating with other large corporates/Banks to successfully implement the e-filing of Income Tax Returns and e-TDS Returns. India plans to become the major player in the e-filing of I.T.Retums and e-TDS Returns for Income Tax.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has no activity relating to conservation of energy or technology absorption.

PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956. Mr. A. Gerald Ebenezer, Managing Director was in receipt of a remuneration of Rs.60,000/- for the year 2009-2010.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the dedicated and untiring hard work put by the employees at all levels. The Directors would like to thank the Banks, Consultants, Auditors and above all the shareholders and valued customers for their continued support and patronage.

For and on behalf of the Board

Place : Chennai A. Gerald Ebenezer

Date : 31-07-2010 Managing Director.