Dear Members,

Your directors are pleased to present the 16^th annual report of the company along with the audited Financial Statements for the year ended 31^st March, 2024.

The company is engaged is the business of the special purpose machines which focuses on the production of customized machinery designed for specific industrial applications and processes for the automobile, food processing and engineering industries including automation of machine tools. Due to growing need for automation the company will have many opportunities to expand the business.

The turnover of the company in the previous year 2022-23 was ? 1,318.43 Lakhs which increased to ? 1,979.90 Lakhs in the current year 2023-24. Company had profit of ? 4.18 Lakhs in the previous year which increased to ? 337.91 Lakhs in the current year 2023-24.

2. Web Address of the Company: www.admach.co.in

The Directors of the Company are of the opinion that the future of the company is promising, primarily because of projections of the business of the company and the developments taking place in the segment in which company operates.

The directors of the company are continuously looking for avenues for further growth of the Company and are evaluating various areas where it can fetch good returns for the company in the years to come.

Further during the year under review there was no change in the nature of business of the Company.

The company is going for Conversion from Private to Public as per the special resolution passed by members in the Extra-Ordinary General Meeting held on 20^th

August 2024 and hence status of the company will be Public and the name will be "Admach Systems Limited" subject to approval of Central Registration Centre (CRC) of Ministry of Corporate Affairs.

There were no material changes and commitments occurred in the business, affecting the financial position of the Company, between the end of the financial year to which the financial statements of the company relate and the date of this report.

During the financial year 2023-24, the company did not propose any amount to be transferred to any reserves.

Considering the future growth plans the board of directors of the company do not recommend, declare any final dividend. Further there was no unclaimed/ unpaid dividend to be transfer to the Investor Educational and Protection Fund.

During the Financial year 2023-24, company have increased its Authorized Share Capital from ? 1,50,00,000/- to ? 5,00,00,000/- by passing an ordinary resolution in the Extra Ordinary General Meeting duly held on 29^th March 2023.

In the Extra Ordinary General Meeting held on 30^th March 2023 company have approved the issue of 7,50,000 bonus shares to existing shareholder in the proportion of 15 (Fifteen) equity share for every 25 (Twenty-Five) existing equity shares held by the Members.

As on 31^st March, 2024, the authorised Share Capital of the company was ?

5.00. 00.000/- (Rupees Five Crore Only) comprising of 50,00,000 (Fifty Lakhs) equity shares of Rs 10/- each and paid up equity share capital of the Company was ?

2.00. 00.000/- (Rupees Two Crore Only) comprising of 20,00,000 (Twenty Lakh Only) equity shares of Rs 10/- each.

Company have increased its Authorized Share Capital from ? 5,00,00,000/- to f

10.00. 00.000/- by passing an ordinary resolution in the Extra Ordinary General Meeting duly held on 20^th August 2024

The company did not issue shares with differential voting rights nor sweat equity nor granted employee stock option scheme during the financial year under review. During the year under review, the company has not launched any scheme for the provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

Mr. Ajay Longani was appointed as Managing Director of the company in the meeting of the Board of directors held on 12^th July 2023.

During the year ended on 31^st March 2024, 8 (Eight) Board Meetings were duly held as per the provisions of the Companies Act, 2013. Details of meetings are given below:

c) Details of directors appointed or resigned during the year: There were no resignation of directors during the year.

d) During the current financial year Mr. Mahesh Longani was appointed as an additional director in the board meeting held on 24^th July 2024 and he was regularized in the Extra-Ordinary General Meeting held on 20^th August 2024.

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 Profit of the company for that period.

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors have prepared the annual accounts on a going concern basis.

(v) the directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

The provisions of Section 149 in respect of appointment of Independent Directors are not applicable to the Company. Consequently, the provisions of Section 149 (6) in respect of obtaining Statement of Declaration from Independent Directors do not apply to the Company.

The company had appointed S R PATIL & ASSOCIATES, Chartered Accountant (FRN: 158840W) as Statutory Auditors in an Annual General Meeting which was duly held on 30^th September, 2023 and to hold office for the term of five years from the conclusion this Annual General Meeting, till the conclusion of Annual General Meeting to be held in the financial year 2028-29 (i.e. for the FY 2023-24 to FY 2027- 28), but in Current Financial Year 2024-25 S R PATIL & ASSOCIATES, Chartered Accountant (FRN: 158840W) have tendered their resignation from the position of Statutory Auditors due to pre-occupation in other assignments.

DOSHI DOSHI & CO, Chartered Accountants, Mumbai (FRN: 153683W)(peer reviewed firm) were appointed as Statutory Auditors of the company in an Extra Ordinary General Meeting held on 20^th August 2024 to fill the casual vacancy caused due to the resignation of S R PATIL & ASSOCIATES, Chartered Accountant (FRN:158840W) and to hold office till the conclusion of ensuing Annual General Meeting of the Company to be held in the Financial year 2024-25.

On the basis of the consent and eligibility letter received from the DOSHI DOSHI & CO., Chartered Accountants, Mumbai (FRN: 153683W) that they are qualified for being appointed as the Statutory Auditors of the company for the said term. The Board recommended their appointment.

The Board recommends to appoint M/S DOSHI DOSHI & CO, Chartered Accountants, Mumbai (FRN: 153683W)(peer reviewed firm) as Statutory Auditors of the company in an ensuing Annual General Meeting to be held on September 30, 2024 to hold office till the conclusion of 21^st Annual General Meeting of the Company to be held in the Financial year 2029-30.

The company is not required to appoint internal auditor and cost auditor.

The company is not required to conduct a cost audit under section 148 of the Companies Act, 2013.

The Auditors' Report does not contain any qualification, reservation or adverse mark.

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its officers or employees during the financial year 2023-24.

However, no fraud reporting made by the Auditor to the Board of Directors of the company under section 143(12) of the Companies Act, 2013.

The company have placed the Annual return of the company on its website as per section as per section 92(3) and section 134 (3) (a) which is applicable vide Companies Act 2013.

In pursuance of the Companies (Management and Administration) Second Amendment Rules, 2023, the Board of Directors of the Company have appointed Managing Director as the Designated Person for compliance under the said Rules.

The Company has not granted any loan, given guarantee or made an investment under section 186 of the Companies Act, 2013, during the year ending on 31^st March 2024.

The company had entered into any Contracts or Agreements with Related Parties during the year ending on 31^st March 2024, Form AOC-2 Attached with this report.

The outstanding balance from Directors or their relatives of the same as on 31^st March, 2024 is Nil.

During the year ending on 31^st March 2024, the company has complied with all secretarial standards applicable pursuant to section 118 of Companies Act, 2013.

During the year under review the Company had no employee as specified under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year ending on 31^st March 2024, the Company has taken adequate measures at all levels for conservation of energy. The Company has concentrated on use of technology efficiently to facilitate enhancement of its capabilities.

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is given below:

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 during the year ending on 31^st March 2024.

During the year ending on 31^st March 2024 no regulator or court or tribunal has passed any order impacting the going concern status of the company and its operations in future.

The Company was not required to constitute Corporate Social Responsibility (CSR) committee and comply with requirements of section 135 of the Companies Act, 2013 and the rules made thereunder.

The company does not have any subsidiary, joint venture or associate companies, thus it is not required to give details as required under Rule 8(5) (iv) of Companies (Accounts) Rules, 2014.

The company does not have any subsidiary, joint venture or associate companies, thus it is not required to give details as required under Rule 8(5) (iv) of Companies (Accounts) Rules, 2014.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

No of complaints received: NIL

No of complaints disposed off: NOT APPLICABLE

The directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year.

The Directors also wish express their deep sense of appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their consistent support.

DIN- 01974794

DIN- 02020206

ADMACH SYSTEMS F=VT. L_TO.

CIN: U292WN2008PTCI3I530

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

DIN- 01974794

v

DIN- 02020206

Registered Office: S. No. 122. Village Nandoshi off Pune Sinhagad Road. Pune 411 024. (MH) f-.niuil: - admneh ? adnuich.eo.in Website: - wuM.adnnieli co.in

Doshi Doshi & Co 707. Tapas Elegance,

Chartered Accountants H Colony, Ambawadi,

Ahmedabad - 380015 Phone +91 91674 04303 Emailchintan@ddco.in