Your directors are pleased to present the 41^s1 Annual Report on the business and operations of the
Company together with the Standalone Audited Financial Statements for the financial year ended
31 March, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The summary of the financial performance for the financial year ended March 31,2025 and the previous
financial year ended March 31,2024 are given below:

OPERATIONAL REVIEW

The Company has recorded sales of Rs.3510.94 lakh for the current year 2024-2025 as compared to Rs. 3649.30Lakh in the
previous year 2023-2024. The Net Loss for the year under review amounted to Rs29.12 lakh in the current year as compared to Loss
of Rs.8.15 Lakh in the previous year.

STATE OF AFFAIRS /HIGHLIGHTS

1. The Company is engaged in the business of manufacturing of textile.

2. There has been no change in the business of the Company during the financial year ended March 31,2025.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year there has been no change in the authorized equity share capital or issued and paid-up equity share capital. The
company s equity share capital structure as on 31.03.2025 stood as under:

(A) Authorised Capital (Rs): 40,000,000 (consisting of4,000,000 equity shares of face value of 10/- each)

(B) Issued, Subscribed and Paid-up Capital (Rs): 32,037,000 (consisting of 3,203,700 equity shares of face value of 10/- each)
Note: The Company does not have any preference share capital or any other type of equity share capital.

DIVIDEND

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

TRANSFER TO RESERVES

The Board has decided not to transfer any amount to the Reserves for the year under review
LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited.

The Listing fee for the financial year 2025-2026 has been paid by the Company.

CORPORATE SOCIAL RESPONSIBILITY

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

INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

As on March, 2025, The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding
disclosure of names of companies which ceased to be the subsidiary, joint venture or associate companies are not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
I.Retire by Rotation

Mrs. Preeti(DIN:10725334) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, offer herself for re-appointment. The brief profile of the Director is furnished in the Notice convening the AGM of the
Company.

II Changes in the Directors & KMP

• Cessation of Mr. Anil Ladha (DIN:00251432)as an Independent Director of the Company with effect from 30*’’ September, 2024
consequent to the completion of 2 consecutive terms of 5 years.

• Cessation of Mrs. Radhika Mukhija (DIN:00507397) as an executive director of the Company with effect from 30th August, 2024.

• Appointment of Mr. Raj Kumar Agal (DIN: 10832234) as an Additional Director (Non-Executive & Independent) with effect from 14"
November, 2024.

• Appointment of Mrs. Preeti (DIN: 10725334) as Director (Executive) with effect from 08'” August, 2024.

III Key Managerial Personnel

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

a) Mr. Rajeev Mukhija, Managing Director

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

c) Mr. Mahendra Kumar Jain, Chief Financial Officer

d) Mr. Mayank Jagga, Chief Executive officer

IV Independent Directors Declaration

Declaration given by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been
received and taken on record.

KYC OF DIRECTORS

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

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of
Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and
approved by Central Government under section 118(10) of the Companies Act, 2013.

AUDITORS & AUDITOR'S REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its
Annual General Meeting held on September 30, 2024, has appointed M/s Deepak Agal & Co, (FRN:019684C), Chartered
Accountants as Statutory Auditor to hold office until the conclusion of the 41“AGM of the Company to fill the casual vacancy caused
by the resignation of M/s R H DA & Associates.

The Statutory Auditors' Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification
reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors’ Report
are self-explanatory and, therefore, do not call for any further comments

The Board has proposed the Appointment of M/s Deepak Agal & Co, Chartered Accountants, (Firm Registration No 019684C)
Bhilwara, as a statutory Auditor of the Company to hold the office from the Conclusion of Ensuing Annual General until the
conclusion of Annual General Meeting of the Company to be held in the year 2030.

M/s Deepak Agal & Co, Chartered Accountants, has consented to act as the Statutory Auditor of the Company and confirmed that
their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR
Regulations. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditor under the applicable
provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s R K Jain & Associates, Practicing Company
Secretaries (Proprietor Mr.Rajendra Kumar Jain, Membership No. F4584; CP No. 5844; Peer Review Certificate No. 1361/2021 )to
undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for financial year 2024-25 is annexed herewith as "Annexure-l".The Secretarial Audit Report does not
contain any qualification, reservation, or adverse remark.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company
has appointed M/s. S P Kacholiya & Associates (FRN No.022674C), Chartered Accountant, Bhilwara, as Internal Auditor of the
Company for the financial year ended 31st March, 2025.

The Audit Committee recommended and the Board approved the Re-appointment of M/s. S P Kacholiya & Associates (FRN
No.022674C Bhilwaraas the Internal Auditor of the Company for the financial year 2025-2026.

COST RECORD

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is
not required to maintain cost records

MANAGEMENT DISCUSSIONS & ANALYSIS

Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations ") and SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 (the “Amended Listing Regulations"), is presented in a separate
section forming part of the Annual Report.

BOARD’S COMMENT ON THE AUDITORS’ REPORT

“The Auditors have not made any qualifications, reservations, adverse remarks, or disclaimers in their report on the financial
statements for the financial year ended 31st March 2025. Therefore, no further explanation is required in this regard.”

HUMAN RESOURCE DEVELOPMENT

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

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended March 31,2025, were on an arm's length basis
and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not
attracted.

PARTICULARS OF LOANS AND INVESTMENT

The Company has not made any Investment, given guarantee and securities during the financial year under review. Therefor no
need to comply provisions of section 186 of Companies Act, 2013.

PUBLIC DEPOSITS

During the Financial year 2024-2025, your Company has not Accepted any deposits within the meaning of Section 73 and 74 of
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22^nd January 2019 amending the Companies (Acceptance of
Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

COMMENTS ON AUDITORS’ REPORTS

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

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.

PARTICULARS OF EMPLOYEES & ANALYSIS OF REMUNERATION

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

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

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments occurred between the end of the financial year to which the financial
statements relate and the date of this report that affect the financial position of the company.

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

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

WEB LINK OF ANNUAL RETURN

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

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the
Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations,
procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company’s policy,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and
timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the
opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There were no instances of fraud which necessitates reporting of material mis-statement to the Company's operations.

NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATION. 2015

Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25
Crore, as on the last day of the previous financial year are not required to comply with the provisions of Regulation 27 of the SEBI
Listing Regulations.

As per the Audited Financial Statements of the Company, the paid-up Equity Share Capital and Net worth does not exceed the limit
as mentioned above; hence compliance with the provisions of the Corporate Governance is not applicable to the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE "POSH":

The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of The
Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder. The
policy has been formed in order to prohibit, prevent or deter the commission acts of sexual harassment at workplace. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are
covered under the Policy and the Policy is gender neutral. During the year there were no complaints/cases filed/ pending pursuant to
the said Act.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There is no application filed for Corporate Insolvency Resolution Process, by a financial or operational creditor or by the company
itself under the Insolvency and Bankruptcy Code, 2016 before the NCLT.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2025, are in full
conformity with the requirement of the Companies Act, 2013.

The Directors further confirm that: -

a. in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting
standards had been followed along with the 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 as on March
31,2025, and of its profit and loss for the financial year ended on that date;

c. the Directors had 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;

d. the Director had prepared the annual accounts for the financial year 2024-25 on a ‘going concern' basis; and

e. the Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such
systems are adequate and operating effectively.

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

i) BOARD OF DIRECTORS
• Composition of the Board

The Board of Directors of the Company comprises of Five Directors and composition of Board of Directors of the Company is in
conformity with the applicable provisions of the Companies Act, 2013. The details of Board Composition as on 31st March,2025 are
appended below:

* Mr. Raj Kumar Agal (DIN: 10832234) was Appointed as an Additional Director (Non-Executive & Independent)w.e.f 14.11.2024
**Mrs. Preeti(DIN:10725334) was Appointed as an Executive Director w.e.f 08.08.2024
Number of Board Meetings & General Meeting

During the year under review, the Board met on 8 (Eight) times namely on01.05.2024, 29.05.2024, 09.07.2024, 19.07.2024,
08.08.2024,30.08.2024,14.11.2024,10.02.2025.The intervening gap between the two consecutive Board Meetings was within the
prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the Listing Regulations.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review.

The40“AGM was held on 30th September 2024.

’Mrs.Radhika Mukhija (DIN:00507397) has resigned from the position of Director (Executive) of the Company with effect from 30“
August. 2024.

**Mr. Anil Ladha (DIN: 00251432) Ceased as an Independent Director w.e.f 30th September, 2024 consequent to the completion of 2
consecutive terms of 5 years.

Mrs. Preeti (DIN: 10725334) was Appointed as an (Executive) Director w.e.f 08“ August, 2024

Mr. Raj Kumar Agal (DIN: 10832234) was Appointed as an Additional Director (Non-Executive & lndependent)w.e.f 14“ November,
2024.

Independent Directors Meeting

During the year under review, the Independent Directors viz Shri Anil Ladha and Shri. Anuj Nahar met on 29.05.2024.

• • Board Committees

The Company has the following Committees of the Board.

i) Audit Committee;

ii) Nomination & Remuneration Committee;

iii) Stakeholders’ Relationship Committee;

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

ii) AUDIT COMMITTEE

(A) Composition

Audit Committee Comprises of:

(B) Qualified and Independent Audit Committee

The Company complies with Section 177 of the Companies Act, 2013 and with SEBI Listing Regulations although the listing
regulation pertaining to Audit Committee is not applicable to the Company.

Its functioning is as under:

a) The Audit Committee presently consists of the three non-executive directors, out of which two are independent directors;

b) All members of the Committee are financially literate and having the requisite financial management expertise;

c) The Chairman of the Audit Committee is an Independent Director;

d) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 30^,hSeptember, 2024.

In compliance with provisions of Section 177(4) of the Companies Act, the Board has entrusted the audit committee of the company
with the following role and functions amongst others:

To make recommendation for appointment, remuneration & terms of appointment of the company's auditors.
To Review & monitor the independence & performance of auditors as well as the
effectiveness of the audited process.

Examine the company's financial statements and the auditors’ report;

To approve or modify the company’s transactions with related parties with powers to make omnibus approval
for related party transactions that has been proposed to be entered into by a company subject to conditions
prescribed under Rule 6Aof the Companies (Meetings of Board & its Powers) Rules, 2014.

(C)Meetings and attendance during the year

During the year, 5 (Five) meeting of Audit Committee were held on 29"’May, 2024, 09'July, 2024, 08“'August, 2024,1 ^November,
2024 and 10^m February, 2025. The requisite quorum was present for all the meetings.

The composition of the Audit Committee and the number of meetings attended by the Members during the year are given below:

Note: During the year there have been changes in the composition of the audit committee. ¹Mr.Raj Kumar Agal was appointed as the
chairperson of the Committee with effect from 10.02.2025. "Mr. Anil Laddha ceased to be Chairman of the Committee due to the
completion of his second five-year term, effective 30^l"September, 2024.

The Audit Committee at its discretion invited the CFO, the Internal Auditors and representative of the Statutory Auditors at their
meetings as and when required.

Vigil Mechanism/Whistle Blower Policy

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

i) NOMINATION &REMUNERATION COMMITTEE

(A) Composition

Nomination and Remuneration Committee Comprises of:

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

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

(C)Meetings and attendance during the year

The committee met 4 (Four) times during the year as on 29'" May, 2024, 08'" August, 2024, 30'" August, 2024 and 14th November,
2024.

Note: During the year there have been changes in the composition of the Nomination and Remuneration Committee. *Mr. Anil
Laddha ceased to be Chairman of the Committee due to the completion of his second five-year term, effective 30" September, 2024.

Mr. Raj Kumar Agal was appointed as the chairperson of the Committee with effect from 30.05.2025.

Nomination. Remuneration & Evaluation Policy

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

• Performance Evaluations

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

iv) STAKE HOLDERS’ RELATIONSHIP COMMITTEE
(A) Composition

Stake Holders' Relationship Committee Comprises of

*Mr. Raj Kumar Agal was appointed as the member of the Committee with effect from 22.01.2025.

The Stakeholders Relationship Committee is constituted incompliance with the requirements of Section 178 of the Companies
Act, 2013. The Committee comprises of three directors, all of whom are non-executive and chairman of the committee is a non¬
executive director.

(B) Meetings and attendance during the year

Note: During the year there have been changes in the composition of the Stake Holders’ Relationship Committee. *Mr. Raj
Kumar Agal was appointed as the member of the Committee with effect from 22.01.2025. **Mr. Anil Laddha ceased to be
member of the Committee due to the completion of his second five-year term, effective 30'” September, 2024

v) COMPLIANCES REGULATIONS 13(3) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS!
REGULATION. 2015

The details of complaints received and resolved during the year2024-2025 are as under:

No. of complaints received from Shareholders/Stock Exchange/SEBI: Nil
No. of complaints not resolve : Nil

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

vi) GENERAL BODY MEETING

Location and time where last three Annual Meetings were held:

- Particulars of Special Resolution passed in the last three Annual General Meetings of the company:

- During the 38"AGM held on 30.09.2022.no special resolution was passed.

- During the 39^rAGM held on 30.09.2023, a special resolution was passed for the re-appointment of Mr. Rajeev Mukhija as
the managing Director of the Company fora period of 3 years with effect from 01^M January, 2024.

- During the 40" AGM held on 30.09.2024, no special resolution was passed.

ACKNOWLEDGMENTS AND APPRECIATION

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

On behalf of the Board of Directors

(RAJEEV MUKHIJA)

Managing Director
DIN:00507367

Place: Bhilwara

Dated:30.05.2025 (SHYAM SUNDER MUKHIJA)

Director

DIN:01552629

1

Mr. Raj Kumar Agal was appointed as the chairperson of the Committee with effect from 30"May, 2025.

2

The Nomination and Remuneration Committee is duly constitute das per Section 178 of the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of the Board and its Powers) Rules. 2014 as amended from time to time. It adheres to the terms of
reference which is prepared incompliance with Section 177 of the Companies Act,2013.The Nomination & Remuneration Policy is
posted on the Company's website at the web link as: (https://www.nutechglobal.com).

(B) Terms of Reference

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

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