Your Directors are pleased to present 45 ^th Annual Report and the company’s audited
financial statement for the financial year ended March 31, 2024.

Brief description of the Company’s working during the year/State of Company’s
affairs:

Figure for the current year was quite satisfactory. The consolidated revenue for the year is
decreased by 9.80% to Rs. 7,84,15,516 as compared to Rs. 8,69,32,237 during the last
year. The net loss after tax is Rs.682.41 lacs as compared to last year’s profit after tax of
Rs.740.54 lacs.

Transfer to Reserves:

The opening balance of Reserves and Surplus is Rs. 1238.79 lacs. Loss of Rs. 682.41 lacs
is transferred to Profit and loss. The Closing Balance of Reserves and Surplus is Rs.
556.39 lacs.

FINANCIAL RESULTS:

The company’s financial performance for the year ended March 31, 2024 is summarized
below:

(Rs. Tn Lacs )

DIVIDEND

In order to conserve the resources, your Directors do not recommend any dividend on
equity shares of the Company.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year

SHARE CAPITAL:

During the year under review, there was no change in the Company’s issued, subscribed
and paid-up equity share capital. on 31^st March, 2024 it stood at Rs. 4,02,85,710/- divided
into 40,76,781 equity Shares of Rs. 10/- each less Allotment of Arrears of Rs. 4,82,100/-.
The Company has neither issued shares with differential rights as to dividend, voting or
otherwise nor issued shares (including sweat equity shares) to the employees or Directors
of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of
Companies Act, 2013 in respect of voting rights not exercised directly by the employees
of the Company as the provisions of the said Section are not applicable.

FUTURE PROSPECTUS:

Due to buoyancy in the economy and favorable economic condition, the performance of
the company will further improve in the years ahead.

MATERIAL CHANGES AND COMMITMENTS:

There are 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 this report.

There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANIES:

Company has no subsidiary/joint ventures/associate companies. As there are no
subsidiaries, associates and joint ventures companies, no consolidated financial statements
required to be given.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors Statement and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures from the same;

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 financial year
and of the profit and loss of the company for the year ended on that date.

iii) the directors had taken proper and sufficient care of 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;

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

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

vi) the directors had devised proper systems to ensures compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTIES TRANSACTIONS

There is no significant or material contract or arrangement entered into by the Company
with related parties referred to in sub-section (1) of Section 188 of the Companies Act,
2013. Your Directors draw attention of the members to Note 36 to the financial
statement which sets out related party disclosures.

COST AUDIT AND COST RECORDS:

The Provision of Cost audit and cost records is not applicable to the Company.

CORPORATE GOVERNANCE:

Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, is not
applicable to the Company and hence nothing to report thereon.

CORPORATE SOCIAL RESPONSIBILITIES:

As the Company’s net worth, turnover or net profits are below the limit prescribed under
section 135 of the Companies Act 2013 and hence CSR is not applicable to your
Company.

RISK MANAGEMENT:

Your company has Risk Management Framework as approved by the Board of Directors
which provides mechanism to identify, evaluate business risk and opportunities. The risk
associated with the business of the Company, its root causes are reviewed and steps are
taken to mitigate the same. The Audit Committee and Board of Directors also reviews
the key risk associated with the business of the Company, the procedure adopted to
assess the risk, efficacy and mitigation measures.

INSIDER TRADING POLICY:

The Policy provides the framework in dealing with securities of the Company. The Policy
was revised and adopted effective April 01, 2019. The Insider trading policy was amended
in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The
Key changes include, inter alia, change in definition of Designated Persons, Maintenance

of digital database, internal controls and policy and procedure for inquiry in case of leak
of UPSI.

INTERNAL FINANCIAL CONTROL:

The Company has a good system of internal controls in all spheres of its activity. The
internal control system is supplemented by effective internal audit being carried out by an
external firm of Chartered Accountants. The Audit committee regularly reviews the
findings of the internal auditors and effective steps to implement the suggestion /
observation of the Auditors are taken and monitored regularly. In the opinion of the
Board, an effective internal control system adequate to the size of the Company exists.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly
followed by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year there is no changes took place amongst directors and key managerial
personnel

The Board of Directors of the company has various Executive and Non-Executive
Directors including Independent Directors who have wide experience in different
disciplines of corporate functioning.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Ms. Anchal
Goenka (DIN 07145448) retires by rotation at the ensuing Annual General Meeting and
being eligible, offers herself for re-appointment. Your directors recommend her re¬
appointment.

After the financial year ended 2023-24, Board of Directors has appointed Mr. Nishit
Bharatbhai Popat and Mrs. Priyanka K Gola in place of Mr. Nirish Parikh, Mr. Vivek
Pareek amd Mr. Chetan Patel as Additional Director in the category of Non Executive
Independent Director of the company w.e.f. 13th August, 2024 subject to the approval of
shareholders in the 45th Annual General Meeting.

Mr. Pulkit Goenka has resigned as Non Executive Director w.e.f. 13^th August, 2024.

Brief details of Director proposed to be re-appointed as required under regulation 36 of
the SEBI Listing Regulations are provided in the Notice of Annual General meeting.

All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The terms and conditions of the Independent Directors are
incorporated on the website of the Company www.advancemulti.com

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive
Directors and Independent directors in accordance with the provisions of the Act. The
composition of the Board of Directors of the company as on 31^st March, 2024 is as
under:

*Mr. Nirish Parikh has resigned as a Non-Executive Independent Director w.e.f. 13/08/2024.

* Mr. Vivek Pareek has resigned as a Non-Executive Independent Director w.e.f.
13/08/2024.

* Mr. Chetan Patel has resigned as a Non-Executive Independent Director w.e.f.
13/08/2024.

* Mr. Pulkit Goenka has resigned as a Non-Executive Non- Independent Director
w.e.f. 13/08/2024.

* Mr. Nishit Bharatbhai Popat is appointed as a Non-Executive Independent Director
w.e.f. 13/08/2024.

* Mrs. Priyanka K Gola is appointed as a Non-Executive Independent Director w.e.f.
13/08/2024.

None of the Directors hold office in more than 20 companies and in more than 10 public
companies as prescribed under Section 165(1) of the Act. No Director holds
Directorships in more than 7 listed companies. Further, none of the Non-Executive
Directors serve as Independent Director in more than 7 listed companies as required
under the Listing Regulations. The Managing Director does not serve as an Independent
Director in any listed company.

06 (Six) Board meetings were held during the year in accordance with the provisions of
the Act where due quorum were present in each meeting. The Agenda of the board
meeting and notes of the agenda are circulated to the directors well in advance. The
members of the board discussed each and every item of the agendas freely in detail. Dates
of Board Meeting and No. of directors attending meeting are:

AUDIT COMMITTEE:

The company has an Audit Committee. The Composition of Committee is as under:

The composition of committee inter alia meets with the requirement of Section 177 of
the Companies Act, 2013. During the year under review, the audit committee met on
24.05.2023, 14.08.2023, 08.11.2023 & 09.02.2024.

FUNCTIONSAND POWERS OFAUDIT COMMITTEE:

The Committee shall have discussions with the auditors periodically about internal
control systems, the scope of audit including observation of the auditors and review of
financial statement before their submission to the Board and discuss any related issue
with internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the
authority to investigate into any matter in relating to any terms specified in Section 177 or
referred to it by the Board and duties, authority and powers referred to SEBI (Listing
Obligations and Disclosure Requirements ) Regulations 2015.

RESPONSIBILITY OF THE COMMITTEE:

The Committee may assign any matter of importance nature relating to the accounts,
finance, taxation, inspection and investigation from time to tome and may require
submitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit report
shall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has Nomination and Remuneration Committee: The Composition of
Committee is in accordance with the Companies Act, 2013. Members of the Committee
are as under:

During the year 1 (one) meeting of the Nomination and Remuneration Committee was
held during the Financial year 2023-24 on 09^th February, 2024.

The Committee shall have at least the following basic responsibilities:

• To identify persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down,
recommend to the Board their appointment and removal and shall carry out
evaluation of every director’s performance.

• To formulate and review criteria that must be followed for determining
qualification for determining qualifications, positive attributes and independence
of director.

• To recommend the Board a policy relating to the remuneration for the directors,
key managerial personnel and other employees and to ensure compliance with
the remuneration policy set forth by the Company.

• To propose to the Board the members that must form part of the Committee.

• To report on the systems and on the amount of the annual remuneration of
directors and senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee has Investor Grievance Committee as Stakeholders Relationship
Committee. The composition of the Committee is in accordance with the Companies
Act, 2013. The Composition of the Committee is as under:

During the Financial year, 1 (One) meeting of the Stakeholder Relationship Committee
was held on 09^th February, 2024. Requisite quorum was present during the meetings.

Basic Responsibilities of the Committee:

• Considering and resolving the grievance of shareholders of the Company with
respect to transfer of shares, non receipt of annual report etc.

• Ensuring expeditious share transfer process in line with the proceedings of the
Share Transfer Committee.

• Evaluating performance and service standards of the Registrar & Share Transfer
Agent of the Company.

• Providing guidance and making recommendation to improve service levels for
investors.

Details of the Meeting and its attendance are given as under:

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholders Relationship Committee.

Various aspects of the Board’s functioning were evaluated such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance
of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non Independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill
all the requirements as to qualify for their appointment as an Independent Director under
the provisions of the Companies Act, 2013 and under the Listing Agreement with the
Stock Exchanges.

Note: All Independent Directors have not passed online proficiency self-assessment test for independent
directors.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being
appointed or re-appointed and has noted that none of the Directors are disqualified
under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies
(Appointment and Qualification of Directors) Rules, 2014.

REMUNERATION TO DIRECTORS:

The remuneration paid to Directors, Non-Executive Directors and Independent
Directors are disclosed in the Extract to the Annual Return i.e. MGT — 9 as available on
the website of the company at www.advancemulti.com.

VIGIL MECHANISM

Company has vigil mechanism in force to deal with instances of fraud and
mismanagement if any. The mechanism ensures that strict confidentiality is maintained
whilst dealing with the concern and also that no discrimination will be meted to any
person for a genuinely raised concern. The Chairman of the Audit Committee may also
be contacted by employees to report any suspected or concerned incident of fraud /
misconduct.

The detail of the Policy has been posted on the website of the Company.

EMPLOYEE STOCK OPTION ETC:

During the year there are no issue of equity shares with differential rights, no issue of
sweat equity shares, no issue of employee stock options and no provision of money by
company for purchase of its own shares by employees or by trustees for the benefit of
the employees, the details required to be given under various rules issued under the
Companies Act 2013 is NIL.

SECRETARIAL AUDITOR:

The Board has appointed Sourabh Patawari, Practicing Company Secretary to conduct
Secretarial Audit for the financial year 2023-2024. The secretarial Audit Report for the
financial year March 31, 2024 is annexed herewith as Annexure B to the Report. With
respect to the observation of the Secretarial Auditor, the Board replies hereunder:-

1. Towards SEBI Circular on 100% of promoter’s holding in demat form, the Company has
96.452% of promoter’s holding in dematform.

Reply: Your directors submit that some of the promoters are in active promoter
and one or two are death case. The Company has already taken step and been
able to get 96.52% promoters holding in demat form. The process is on for
getting rest of promoter shares in demat form and it will be completed very
shortly.

2. The Company has NOT paid listing feesfor the year 2023 — 2024.

Reply:

Due to suspension of securities, the Company has not paid the listing fees. The
Company is under Process for revocation of suspension of securities and the
same will be paid.

AUDITORS AND AUDITORS REPORT:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Suresh R
Shah & Associates, Chartered Accountants., has been re- appointed as Statutory Auditors
of the Company till the conclusion of Annual General Meeting for the F. Y. 2026-27, as
approved by the members at their Annual General Meeting held on 30, September, 2022.

There is no qualification or adverse remarks made by the auditors in their report.

No fraud has been reported by the auditors in their report.

INTERNAL AUDITORS:

The Board of Directors has appointed Tibrewal Bhagat & Associates, Chartered
Accountants, (M.No.: 125173) as Internal Auditors of the Company. The Audit
Committee of the Board of Directors in consultation with the Internal Auditors,
formulate the scope, functioning periodicity and methodology for conducting the internal
audit.

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

The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sexual harassment at workplace. The policy aims at
prevention of harassment of employees as well as contractors and lays down the
guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year 2023-2024, the Company has not received any complaint of
sexual harassment.

LOANS, GUARANTEE, INVESTMENTS AND SECURITY

Particulars of investment made, loans given etc are given in the financial statement
(Please refer to Note 4 and 5 to financial statement). The Company has not provided any
guarantee for the loans availed by others. The Company has not provided any security for
the loans availed by others.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND
FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

Our industry is not heavy consumer of energy, further during the year under review the
company made efforts to conserve energy through reduction consumption, the company
will continue to endeavor of conserve energy and use it more efficiently. Particulars of
Energy conservation and its use is given below:

Company is having its own research & development facilities. The process of
development is a continuous process resulting in development of new & import
substitute products. Company is taking all appropriate measures to absolve the
technology in its area of operation.

Particulars of Foreign exchange earnings and outgo is provided in the notes to the
accounts. Members are requested to refer the same.

EXTRACT OF ANNUAL RETURN:

Pursuant to provision of Section 92 (3) of provision of the Companies Act, 2013 and of
Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the
annual return in form MGT-9 for the Financial Year ended on 31^st March, 2024 is
available on the website of the company at www.advancemulti.com.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of One Crore and two Lakh
rupees or more or if employed for the part of the financial year was in receipt of
remuneration of Eight lakh fifty thousand Rupees or more per month.

However the information required pursuant to Section 197 read with Rule, 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, is provided in Annexure C to the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with the Stock Exchange, the Management Discussion and Analysis report form
part of the Annual Report and is annexed herewith as Annexure D.

REMUNERATION POLICY

The company’s policy relating to appointment of directors, payment of managerial
remuneration, directors’ qualifications, positive attributes, independence of directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Annexure — E and is attached to this report.

DEPOSITS:

Your Company has not accepted any deposits which fall under Chapter V and Section 73
to Section 76 of the Companies Act, 2013.

DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending
under the Insolvency and Bankruptcy Code, 2016.

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

During the year under review, there has been no one time settlement of loans from the
Bank or Financial Institutions.

GENERAL SHAREHOLDER INFORMATION

LISTING OF SHARES: BSE

Your Company is currently listed with BSE Ltd. The company has not paid listing fees
for the year 2023-2024. The Company is suspended on BSE Portal.

ISIN of the Company: INE875S01019.

REGISTRAR AND SHARE TRANSFER AGENTS: (R & T) & SHARE
TRANSFER SYSTEM

The company has appointed M/s. Bigshare Services Private Limited, A-802, Samudra
Complex, off C G Road, Navrangpura, Near Girish Cold Drinks Ahmedabad 380009,
Gujarat India.as Registrar and Transfer Agents for electronics shares. The average time
taken in transfer of shares is 15 days provided documents are correct and valid in all
respect. The depositories directly transfer the dematerialized shares to the beneficiaries.

ACKNOWLEDGMENT:

Your Directors wish to place on record their deep sense of gratitude to Banks for their
continued support and cooperation. Our sincere thanks are also due to our esteemed
customers, suppliers and finally to employees of the Company for their untiring efforts
and commitment to their duties.

By Order of the Board of Directors
For, Advance Multitech Ltd

Arvind Goenka

Chairman & Managing Director
DIN: 00093200

Registered Office :

36, Kothari Market,

Ahmedabad — 380 022

Place: Ahmedabad
Date: 13.08.2024