Your Directors’ are pleased to present the 48th Annual
Report together with Audited Financial Statements of
your Company for the financial year ended 31st March
2026.

1. FINANCIAL HIGHLIGHTS & STATE OF COMPANY
AFFAIRS :

The Company’s performance for the year ended 31st
March, 2026 as compared to the previous financial
year, is summarized below:

2. SUMMARY OF OPERATIONS:

During the year under review, the total income of your
Company for FY2025-26 increased to Rs. 1,934.35
as compared to Rs. 1,667.07 million in FY2024-25
while the Profit After Tax for the FY 2025-26 stood at
Rs. 225.92 million, showing an improvement over the
profit of Rs. 196.19 million reported in FY2024-25.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the
Company during the year. Although there has been
no alteration to the Memorandum of Association
of the Company, the Articles of Association were
amended, to add Clauses pertaining to Lock-in of
Pledged Shares, subject to approval of shareholders
at the ensuing Annual General Meeting.

4. DETAILS OF MATERIAL CHANGES FROM THE END
OF THE FINANCIAL YEAR:

Except as disclosed elsewhere in this report, no
material changes and commitments affecting
the financial position of the company which have
occurred between the end of the financial year of the
company to which the financial statements relate
and the date of the report.

5. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read
with Section 134(3)(a) of Companies Act, 2013, the
Annual Return prepared in prescribed E-Form MGT -
7 as on 31st March, 2026 is available on Company’s
website on https://www.hy-techengineers.com/
annual-return-1.php

6. DIVIDEND:

Based on the Company’s financial performance, the
Board of Directors is pleased to recommend, for the
approval of the members, a final dividend of Rs. 0.40
per equity share (i.e., 8% of the face value of 5/- each)
for the financial year 2025-26 as against Rs 0.25/-
per equity share (5 %) for the year ended 31st March
2025.

7. UNPAID DIVIDEND & IEPF

The Company has not transferred any amount to the
Investor Education & Protection Fund (IEPF) and the
Company does not have any unpaid dividend and
was not required to have any Unpaid Dividend A/c.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to
General Reserves for the year under review.

9. CAPITAL/ FINANCE:

During the year, the Company has not issued/allotted
equity or preference shares. As on 31st March 2026,
the authorized share capital of your Company is Rs.
52,00,00,000/- and the issued, subscribed and paid-
up share capital of your Company is Rs. 417,659,200/-
comprising 83,531,840 equity shares of Rs. 5/- each.

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

Full particulars of loans, guarantees and investments
covered under Section 186 of the Companies Act
2013 provided during the financial year under review
have been furnished in Annexure I which forms part
of this report along with the notes to the financial
statements provided with the Annual Report.

11. LOANS FROM DIRECTORS OR THEIR RELATIVES:

During the financial year under review, the Company
has repaid all the amounts borrowed from its
Promoters Mr. Hemant Mondkar and Mrs. Surekha
Mondkar.

Further, there have been no borrowings from any of
the Directors during the year under review.

12. PARTICULAR OF CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES:

All transactions/contracts/arrangements entered by
the Company with related party(ies) as defined under
the provisions of Section 2(76) of the Companies Act,
2013, during the financial year under review were in
ordinary course of business and on an arm’s length
basis. Such transaction forms part of the notes to the
financial statements provided in the Annual Report.

Further, none of these contracts/arrangements/
transactions with related parties could be considered
material in nature as per the thresholds given in Rule
15(3) of the Companies (Meetings of Board and its
Powers) Rules, 2014 and hence no disclosure is
required to be given in this regard.

13. DEPOSITS:

The Company has not accepted or renewed any
amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 (“the Act”)
read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the
requirement for furnishing details relating to deposits
covered under Chapter V of the Act or the details of
deposits which are not in compliance with Chapter V
of the Act is not applicable

14. HOLDING, SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

Your Company had only one wholly owned
subsidiary, Hytech ACR Private Limited. Since it was
not carrying on any business or commercial activity
for a considerable period of time, the management of
the subsidiary company had, after due consideration,
applied for voluntary strike off of the company under
the provisions of Section 248(2) of the Companies
Act, 2013 read with the Companies (Removal of
Name of Companies from the Register of Companies)
Rules, 2016.

Further, your Company, holding 100% of the equity
share capital of Hytech ACR Private Limited, as the
sole shareholder, had consented to initiate the strike-
off process.

Accordingly, the application for striking off Hytech
ACR Private Limited was approved by Ministry of

Corporate Affairs on 20th January 2026 and as on
date the Company ceases to exist.

The financial position of the subsidiary of the
Company, for the year ended 31st March 2026, is
put forth in Form AOC-1 and is attached and marked
as Annexure II and forms part of this Report. The
Company had no associate or joint venture company
during the year under review.

15. REMUNERATION/COMMISSION DRAWN FROM
HOLDING/ SUBSIDIARY COMPANY:

None of the Directors of the Company have drawn
any remuneration / commission from the Company’s
holding Company / subsidiary Companies.

16. COMPANY'S POLICY ON APPOINTMENT AND
REMUNERATION:

The Nomination and Remuneration Policy of the
Company, inter alia, provides that the Committee
shall formulate the criteria for appointment of
Directors on the Board of the Company and persons
holding Senior Management positions in the
Company, including their remuneration and other
matters as provided under Section 178 of the Act
and Listing Regulations. The Policy is also available
on the Company’s website at: https://www.hy-
techengineers.com/Policies.php

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is chaired by Executive
Promoter Chairman and Managing Director and
has an optimum combination of Executive, Non¬
Executive and Independent Directors who are
professionals in their respective fields and bring in
a wide range of skills, experience and expertise. The
Composition of the Board is available on the website
which can be accessed through the link- https://
www.hy-techengineers.com/board-of-directors.php

The following Directors were appointed on the Board
during the reporting period-

Further, pursuant to the provisions of Section 152 of
the Companies Act, 2013, Mrs. Surekha Hemant Mondkar,

Executive Director of the Company retires by rotation
at the ensuing Annual General Meeting and, being
eligible, offers herself for re-appointment. Your directors
recommend her re-appointment at the ensuing Annual
General Meeting.

In a meeting held on July 14, 2026, the Board had, upon
the recommendation of Nomination and Remuneration
Committee, and subject to the approval of Shareholders,
approved the appointment of Mr. Sunil Sathe as
Additional (Executive) Director of the Company.

Mr. Balasubramanian V, Additional (Executive) Director,
resigned as Director of the Company with effect from
July 1, 2026, due to pre-occupation.

None of the Directors are disqualified as on 31st March,
2026 from being appointed as a Director under Section
164 of the Act.

Details of Key Managerial Personnel and Senior
Management Personnel as of 31st March, 2025 are
as follows:

18. DETAILS OF BOARD MEETINGS:

The Board of Directors met 7 (Seven) times during the
financial year ended 31st March 2026 in accordance
with the provisions of the Companies Act, 2013 and
rules made thereunder on the following dates-

18/04/2025, 22/07/2025, 20/08/2025, 04/09/2025,
10/10/2025, 16/01/2026 and 04/02/2026.

The intervening gap between any two consecutive
meetings was within the period prescribed under the
provisions of the Companies Act, 2013.

19. ANNUAL EVALUATION OF DIRECTORS,
COMMITTEE AND BOARD:

In accordance with the Companies Act, 2013, the
Board is required to undertake a formal annual
evaluation of its own performance, as well as that
of its Committees and individual Directors. Further,
Schedule IV of the Companies Act, 2013, provides
that the performance evaluation of Independent

Directors shall be conducted by the entire Board,
excluding the Director being evaluated.

Accordingly, the Board has adopted a formal
mechanism for evaluating the performance of the
Board, its Committees, and individual Directors,
including the Chairman. For the year under review, the
Board conducted the annual performance evaluation
of itself, its Committees, and individual Directors. The
evaluation results were reviewed and noted by the
Nomination and Remuneration Committee and the
Board at their respective meetings held on 23 April
2026. The Independent Directors, at their separate
meeting, evaluated the performance of the Non¬
Independent Directors and the Board as a whole.

20. A STATEMENT REGARDING OPINION OF THE
BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR.

The Board is of the opinion that the Independent
Directors of the Company hold highest standards
of integrity and possess requisite expertise
and experience required to fulfil their duties as
Independent Directors.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations
from each Independent Director in accordance with
Section 149(7) of the Act and Regulations 16(1)
(b) and 25(8) of the Listing Regulations, that he/
she meets the criteria of independence as laid out
in Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations. And there has been no
change in the circumstances affecting their status as
Independent directors of the Company

22. VIGIL MECHANISM POLICY FOR THE DIRECTORS
AND EMPLOYEES:

Your Company is committed to conducting its
business with the highest standards of integrity,
transparency, professionalism, honesty, and ethical
behavior. In line with this commitment and pursuant
to the provisions of Section 177(9) of the Companies
Act, 2013, read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014,
Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and
the SEBI (Prohibition of Insider Trading) Regulations,
2015, the Board of Directors has adopted a Vigil
Mechanism/Whistle Blower Policy, which is also
available on the Company’s website,

The Vigil Mechanism ensures that Directors,
employees, and other stakeholders can report

genuine concerns in a secure and confidential
manner and provide adequate safeguards against
victimization of people who use the Whistle Blower
mechanism. It is affirmed that no personnel have
been denied access to the Audit Committee under
this mechanism. During the year under review,
no complaints were received under the Vigil
Mechanism/Whistle Blower Policy. The details of the
policy and the mechanism for reporting concerns are
available on the Company’s website at https://www.
hy-techengineers.com/policies-pdf/project-darwin-
whistle-blower-and-vigil-mechanism-policy.pdf

23. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act,
2013, in relation to the audited financial statements
of the Company for the year ended 31st March, 2026,
the Board of Directors hereby 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. such accounting policies have been selected
and applied consistently and the Directors 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 of 31st March,
2026 and of the profit of the Company for that
year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been
prepared on a going concern basis;

e. Internal financial controls to be followed by the
Company have been laid down and such internal
financial controls were adequate and were
operating effectively during the financial year
ended March 31, 2026; and

f. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively;

24. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Act
read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 the Board of Directors has

constituted the Corporate Social Responsibility (CSR)
Committee as under:

for preventing and detecting fraud and other
irregularities;

d. the annual accounts of the Company have been
prepared on a going concern basis;

e. Internal financial controls to be followed by the
Company have been laid down and such internal
financial controls were adequate and were
operating effectively during the financial year
ended March 31, 2026; and

f. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively;

The Committee met on July 22, 2025 during the year
to review the expenses during the previous year and
approved the Annual Action plan for the FY 2025¬
2026.

The Company has in place a CSR policy which
outlines Company’s philosophy towards Company’s
CSR program implementation. The CSR policy is
available on the Company’s website https://www.
hy-techengineers.com/Policies.php.

The disclosures as required under Section 135 of the
Act read with Rule 8(1) of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 along with
committee constitution details are annexed herewith
as Annexure III.

25.COMMITTEES:

As on 31st March 2026, the Board has 6 (Six)
committees:

a) The Audit Committee

b) The Corporate Social Responsibility Committee

c) The Nomination and Remuneration Committee

d) Stakeholder’s Relationship Committee and

e) Risk Management Committee.

f) Investment Committee

The Committees consists of an appropriate
combination of Independent and executive Directors.
During the year, all recommendations made by the
committees were approved by the Board. The details
of the composition of the Board and its committees
are provided on the website of the Company, the link
of which can be accessed through https://www.hy-
techengineers.com/pdf/committee-composition.pdf .

26.AUDITORS AND REPORTS

The matters related to Auditors and their Reports are
as under:

1. STATUTORY AUDITORS AND THEIR
OBSERVATIONS ON ACCOUNTS FOR THE YEAR
ENDED 31ST MARCH 2026:

At the 44th Annual General Meeting held on
September 30, 2022, M/s. G. M. Kapadia & Co.,
Chartered Accountants, were appointed as the
Statutory Auditors of the Company for a term of
five years till the conclusion of the Annual General
Meeting to be held for the financial year 2026-27.

The observations / qualifications / disclaimers
made by the Statutory Auditors in their report
for the financial year ended 31st March 2026
read with the explanatory notes therein are self¬
explanatory and therefore, do not call for any
further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.

2. COST AUDITORS AND MAINTENANCE OF COST
RECORDS:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with Notifications/
Circulars issued by the Ministry of Corporate Affairs
from time to time, as per the recommendation of
the Audit Committee, the Board of Directors at
their meeting dated 22th July 2025 had appointed
M/s. Joshi Apte & Associates, Cost Accountants as
the Cost Auditors of the Company for the financial
year 2025-26.

Further, the Company has maintained the Cost
Records in the format prescribed in Form CRA-1
as required under Rule 5 of the Companies (Cost
Records and Audit) Rules, 2014.

The Cost Audit Report shall be placed before the
Board of Directors to be held at a later date for
its approval and thereafter the report will be filed
within the stipulated period of 30 days from the
receipt of the cost audit report.

3. REPORTING OF FRAUDS BY STATUTORY
AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by

Statutory Auditors of the Company

27. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The particulars as required under the provisions of
Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014
in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo
etc. are furnished in Annexure IV which forms part
of this Report.

28. DISCLOSURE OF INTERNAL FINANCIAL

CONTROLS:

The Internal Financial Controls with reference to
financial statements as designed and implemented
by the Company are adequate. During the year under
review, no material or serious observation has been
received from the Statutory Auditors of the Company
for inefficiency or inadequacy of such controls.

29. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed
Risk Management Policy and Guidelines to avoid
events, situations or circumstances which may
have consequences on the Company’s businesses
and has defined a structured approach to manage
uncertainty and to make use of these in their
decision-making pertaining to all business divisions
and corporate functions. Key business risks and their
mitigation are considered in the annual/strategic
business plans and in periodic management reviews.
The policy can be accessed via link- https://www.
hy-techengineers.com/policies-pdf/risk-assessment-
and-management-policy.pdf

30.SECRETARIAL STANDARDS:

The Company has complied with the applicable,
mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India, during the
Financial Year 2025-26.

31. DISCLOSURE OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY REGULATORS OR COURTS
OR TRIBUNAL

No orders have been passed by any Regulator or
Court or Tribunal which can have impact on the
going concern status and the Company’s operations
in future.

32. DISCLOSURE PERTAINING TO THE SHARES
WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with
differential rights and hence no information as per

provisions of Section 43(a)(ii) of the Act read with
Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

33. DISCLOSURE PERTAINING TO SWEAT EQUITY
SHARES:

The Company has not issued any sweat equity
shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of
the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

34. DISCLOSURE PERTAINING TO EQUITY SHARES
UNDER EMPLOYEES STOCK OPTION SCHEME:

The Company has not issued any equity shares
under Employees Stock Option Scheme during the
year under review and hence no information as per
provisions of Section 62(1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

35. DISCLOSURE UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:

During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.

36. DISCLOSURE OF PROCEEDINGS PENDING OR
APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency
resolution process, by a financial or operational
creditor or by the company itself under the IBC before
the NCLT.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION
DONE AT THE TIME OF TAKING LOAN FROM BANK
AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of a one-time settlement with
any Bank or Financial Institution.

38. DISCLOSURE FOR COMPLIANCE UNDER THE
MATERNITY BENEFIT ACT, 1961:

The Company confirms that it is in compliance with
the provisions of the Maternity Benefit Act, 1961. The
Company is committed to ensuring a safe, inclusive,
and supportive workplace for women employees. All
eligible women employees are provided with

maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave,
and protection from dismissal during maternity leave.
The Company also ensures that no discrimination

is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems
and HR policies are in place to uphold the spirit and
letter of the legislation.

39.PREVENTION OF SEXUAL HARASSMENT POLICY
AND ITS REPORTING:

As required under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has framed and
implemented a detailed and comprehensive Policy
on Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal), to provide
safe and conducive work environment for the women
employees. The policy clearly indicates operational
guidelines and mechanism for effectively dealing
with cases of sexual harassment / misdeeds against
women employees. As per the policy, the Company
has established an Internal Committee to look into
the complaints and cases falling under the above
Act, if any.

The following is a summary of sexual harassment
complaints received and disposed off during the year
2025-2026: