Board of Directors hereby present the 41^st Annual Report on the business and operations of Hit Kit Global
Solutions Limited together with the Audited Statements of Accounts for the financial year ended 31^st
March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian
Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read
with the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on 31^st March, 2024 is
summarized below: (Amount in Lakhs)

2. DIVIDEND

In light of the financial performance, the Board of Directors not recommend the dividend for the
financial year 2023-24.

3. PERFORMANCE REVIEW

During the period under review, the company reported operational revenue of Rs. 27.36/- Lakhs and
incurred a PBT (loss) of Rs. (16.06) lakhs and PAT (loss) Rs. (271.84)/- lakhs compared to PAT (Loss) of
Rs. (0.39)/- lakhs in the previous year.

4. TRANSFER TO RESERVE

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year within the meaning of
Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

No material changes or commitments affecting the financial position of the Company have taken
place from March 31, 2024 till the date of this report.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has no subsidiary and Associate companies.

No company has become or ceased to be the Company's subsidiaries and associate companies during
the year under review.

The Company had entered into a Joint Venture (A.O.P) in the name of M/s. Engineers India Associates
to construct Resort Project near Lonavala Dist. Pune.

Details of Joint venture is annexed in this report in prescribed form AOC-1 as Annexure A.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, the following changes occurred in the Company's Board:

1. Mr. Praveen Sharma has resigned from the post of Chief Financial officer with effect from 20^th
April, 2023.

2. Ms. Maria Lobo (DIN: 08285584) was appointed as a Non- Executive Independent Director of the
Company for term of 5 years with effect from 28^th August, 2023.

3. Mr. Kamal Agrawal (DIN: 07646000) was re-appointed as the Managing Director & Chief Executive
Officer (MD & CEO) of the company for the period of 5 (Five) years with effect from 29^th
September, 2023.

4. Mrs. Premlata Purohit was re-appointed as a Non -Executive Independent Director for her second
term of 5 years with effect from 13^th November, 2023.

5. Mrs. Ritaben Bhojani was appointed as CFO with effect from 8^th February, 2024.

6. Ms. Dhara Jethva (DIN: 10558366) was appointed as an Independent Non-Executive Director in
the Company for period of 5 Years with effect from 31^st March, 2024

Other than the above, there has been no change in the constitution of Board during the year
under review i.e. the structure of the Board remains the same

10. MATERIAL CHANGES AND COMMITMENTS:

Following the review period post 31^st March 2024 upto the date of this report:-

1. The Members of the Company in its Extra Ordinary General Meeting held on 06^th May, 2024 has
approved the reclassification of the Promoter as public shareholder in accordance with
Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The Board subsequently filed an application with BSE Limited to seek approval for this
reclassification. Subject to approval of application by the BSE Limited, the promoter and will be
reclassified as public shareholder and there will be no promoter in the company.

2. The Company in its Extra Ordinary General Meeting held on 24^th May, 2024 has approved:-

i. Increased the Authorized Share Capital of the Company to 12,50,00,000/- (Indian Rupees
Twelve Crores Fifteen lakhs Only) divided into 6,25,00,000 Equity Shares of INR. 10/- each.

ii. Issue and Allotment of 96,50,000 Equity Shares on Preferential basis to Non-Promoter group.

iii. Issue and Allotment of 75,00,000 Warrants convertible into Equity shares issued on
Preferential Basis to Non-Promoter Group.

iv. The Board of Directors in the Meeting held on 17^th June, 2024 has allotted 94,00,000 Equity
shares and 75,00,000 Convertible Warrants on Preferential Basis.

3. The Company had entered into a Joint Venture (A.O.P) in the name of Engineers India Associates
for construction of resort project near Lonavala Dist. Pune. For the want of commercial
permissions from concerned authorities, the construction activities of the Resort Project did not
take off. After deliberations with Joint Venture partner, the company has decided to terminate
the Joint venture agreement by mutual consent. Accordingly, the Investment in the Joint
Venture by the company will be re-classified as Project Work In Progress in the current financial
year. This will have no bearing on the operations of the company as the commercial operations
of the joint venture could not commenced.

4. The company has adopted the unique strategy to set up Luxurious Tented Villas (temporary
structures), instead of luxurious villas and cottages (permanent & costly structure) in the resort
project, to minimize the capex, and development permissions are not warranted by the
authorities. Thus, the company aligning with the changing consumer demands and thus will be
able to generate new streams of revenue in the forthcoming years.

5. Pursuant to the Lease Agreement, the Company had taken on a long term lease the monsoon
lake situated in the vicinity of the resort project in Lonavala Dist. Pune, for a tenure of 10 years
at an annual lease rent of Rs.9 lakhs p.a., to offer recreational activities to the prospective
customers visiting the resort project and had planned to use it as a Tourist Attraction. Since the
construction activities of the Resort Project could not be completed, the optimum revenue from
monsoon lake activities was not feasible.

After deliberations with the lessor company, the Lease agreement was terminated pre-mature by
mutual consent. Accordingly, the lessor company has refunded the balance lease deposit
together with the lease rents paid till date, and the company has been aptly compensated for the
loss of opportunity cost.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

In accordance with the provisions of Section 149(7) of the Act, Mrs. Premlata Purohit, Ms. Dhara
Jethva and Mrs. Maria Lobo, Independent Directors of the Company as on 31^st March, 2024 have
given their declarations to the Board that they meet the criteria of independence as laid down under
Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and
are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code
of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the
Independent Director's databank maintained by the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors)
Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite
qualifications, experience and expertise in the fields of strategy, planning and execution,
management and leadership, functional and managerial experience, legal and risk management,
corporate governance systems and practices, finance, banking and accounts and they hold highest
standards of integrity.

During the financial year 2023-24 a separate meeting of Independent Directors was held on 30^th
March, 2024 without the presence of executive directors or management representatives and the
following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive
directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was
conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria
such as the Board composition and structure, effectiveness of board processes, information and
functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC.
Further, at a separate meeting, the Independent Directors evaluated performance of Non¬
Independent Directors, Board as a whole and of the Chairman of the Board.

13. AUDITORS:

i. Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act, M/s. Ishwarlal & Co., Chartered Accountants,
Chartered Accountants, Mumbai (ICAI Firm Registration No. 103767W) are the Statutory Auditors
of the Company appointment to file the casual vacancy at the Extra Ordinary General Meeting held
on 05^th February, 2024 pursuant to Resignation of M/s. B M Gattani & Co., Chartered Accountants
w.e.f. 08^th November, 2023.

Further, M/s Ishwarlal & Co., Chartered Accountants has provided their consent to get re¬
appointed as the Statutory Auditor of the Company for further period of 5 year at their Board
meeting held on 22^nd August, 2024 Subject to the approval of Members, from the Conclusion of
36^th Annual General Meeting till the Conclusion of Annual General Meeting to be held in the F. Y.
2029-2030.

The requirement of seeking ratification of members for continuing the appointment of Statutory
Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May,
2018.

M/s. Ishwarlal & Co., Chartered Accountants have confirmed that they are eligible and are in
compliance with the provisions specified under Section 141(3)(g) of the Act and they are not
disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the
Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor
forming part of the Annual Report, does not contain any qualification, reservation, adverse remark
or disclaimer. The observations made in the Auditors' Report are self-explanatory and therefore
do not call for any further comments.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj
& Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the
Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the
financial year ended 31^st March, 2024 is enclosed to this report as "Annexure A".

The Company is in compliance with the Secretarial Standards issued by the Institute of Company
Secretaries of India.

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal &
Associates LLP, as the Internal Auditor of the Company for financial year 2023-2024.

The observations made in the Internal Auditors' Report are self-explanatory and therefore do not
call for any further comments.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of
the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure B".

15. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on
31^st March, 2024 is available on the Company's website www.hitkitglobal.com

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

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company,
have been disclosed in the financial statements.

17. RELATED PARTY TRANSACTIONS:

All related party transactions, if any, that were entered into during the Financial Year were on an
arm's length basis and were in the ordinary course of business as part of Company's philosophy of
adhering to highest ethical standards, transparency and accountability. These transactions are not
likely to have any conflict with Company's interest. All Related Party Transactions up to March 31,
2024 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus
approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year
2023-24. The transactions entered into pursuant to the omnibus approval so granted were audited
and a statement giving details of all related party transactions was placed before the Audit Committee
for its review on a quarterly basis. The particulars of transactions between the Company and its
related parties as per the Accounting Standard-18 are set out in Notes to Accounts in the Financial
Statements annexed with this report. In line with the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy
on related party ANNUAL REPORT-2023 HITKIT GLOBAL SOLUTIONS LIMITED 24 transactions has been
placed on the Company's website at https://www.hitkitglobal.com/img/pdf/Related%20Party.pdf.

18. BOARD MEETING:

During the year under review, the Board met Nine (9) times on 20^th April, 2023, 22^nd May, 2023, 10^th
August, 2023, 28^th August, 2023, 08^th November, 2023, 08^th January, 2024, 08^th February, 2024, 26^th
March, 2024 and 30^th March, 2024. In accordance with the provisions of the Companies Act, 2013
and rules made thereunder. There have not been any instances during the year when
recommendations of the Audit Committee were not accepted by the Board.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors
including audit of internal financial controls over financial reporting by the statutory auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were adequate
and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed
and that there are no material departures;

ii. they 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 financial year and of the loss of the Company for the year;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively

20. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
a Report on Corporate Governance Report is not applicable to the Company as it does not fall under
the criteria of Paidup Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

21. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the
Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation-wide
terminals.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms
of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle
blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit
Committee. Adequate safeguards are provided against victimization to those who avail of the vigil
mechanism.

The Whistle Blower Policy is available on the Company's website at the hitkit.global@gmail.com

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO ETC.

The Board has nothing to report under this. However, the company is taking adequate steps to see
that the energy used by the company is the minimum under the given circumstance.

The Board has nothing to report under the head technology absorption.

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign
exchange earned was NIL (previous year Nil).

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the
size and nature of business of the Company. During the year, such control was tested and no
reportable material weakness in the design or operation was observed.

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details 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 provided as follows:

Key Management Personnel Compensation

26. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising
out of public/bonus/right issues as at 31^st March, 2024. Hence, the particulars relating to aggregate
number of shareholders and the outstanding securities in suspense account and other related matters
does not arise.

27. DISCLOSURES:

AUDIT COMMITTEE:

The Audit Committee comprises of Three Directors viz. Mr. Kamal Mohanlal Agrawal, Mrs. Premlata
Purohit, Mr. Cornelio Lobo John and Mrs. Maria Lobo. The constitution of the Audit Committee meets
the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The Primary objective of the committee is to monitor and provide effective supervision of the
management's Financial reporting process to ensure accurate and timely disclosures, with the
highest level of transparency, integrity and quality of financial reporting

ii. Meetings and Attendance:

During the Financial Year 2023-24, 5 (Five) Meetings were held on 22^nd May, 2023, 10^th August,
2023, 28^th August, 2023, 08^th November, 2023 and 08^th January, 2024

* Cornelio Lobo John was resigned from the Committee w.e.f 28^th August, 2023
**Mrs. Maria Lobo was appointed in the Committee w.e.f. 28^th August, 2023

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Non- Executive Directors, viz. Mrs.
Premlata Purohit, Mr. Ramamurthy Shetty, Mr. Cornelio John Lobo and Mrs. Maria Lobo. The
constitution of the Committee meets the requirements of Section 178 of the Act and Regulation 19
of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The purpose of this committee of the Board of Directors ('the Board') shall be to discharge the Board's
responsibilities related to nomination and remuneration of the Company's Directors and Key
managerial personnel. The Committee has the overall responsibility of approving and evaluating the
nomination and remuneration plans, policies and programs for Directors and Key managerial
personnel.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 2 (Two) Meetings were held on 20^th April, 2023 and 08^th January,
2024

* Cornelio Lobo John was resigned from the Committee w.e.f 28^th August, 2023
**Mrs. Maria Lobo was appointed in the Committee w.e.f. 28^th August, 2023

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee comprises of three Directors viz Mr. Kamal Mohanlal Agrawal,
Mrs. Premlata Purohit, Mr. Ramamurthy Shetty, Mrs. Maria Lobo and Mr. Cornelio Lobo John. The
constitution of the Stakeholders' Relationship Committee meets the requirements of Section 178 of the
Act and Regulation 20 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses
satisfaction with the Company's performance in dealing with investor grievances and its share
transfer system.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 6 (Six) Meetings were held on 20^th April, 2023, 22^nd May, 2023,
10^th August, 2023, 28^th August, 2023, 08^th November, 2023 and 08^th January, 2024

*Cornelio Lobo John was resigned from the Committee w.e.f 28 August, 2023
**Mrs. Maria Lobo was appointed in the Committee as the chairperson w.e.f. 28^th August, 2023

28. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.

29. SEXUAL HARASSMENT POLICY:

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on
prevention, prohibition and redressal of sexual harassment at workplace. This has been widely
communicated internally. Your Company has constituted 'Internal Complaints Committee' to redress

complaints relating to sexual harassment at its workplaces. The Company has not received any
complaints relating to sexual harassment during financial year 2023-24.

30. CODE OF CONDUCT:

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of
Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors,
designated persons, immediate relatives of designated persons and connected persons of the
Company. The Code lays down the standard of conduct, which is expected to be followed by the
Directors and employees in their business dealings, and in particular, on matters relating to integrity
in the work place, dealing with stakeholders and in business practices. All the Board Members and
the Senior Management employees have confirmed compliance with the Code. The Code is available
on website of the Company.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The Company had filed appeal against the order of SEBI dated 28^th February, 2022.

The Final Order passed by SAT on 19^th July 2023, the Company was partially and all the directors (other
appellants in the matter) were absolutely exonerated from the penalties levied vide SEBI Order dated
28^th February, 2022. The penalties on Company were reduced down to INR 15 Lakhs for non¬
compliance of LODR Regulations only. The penalties on all other appellants in the matter was
completely waived off.

To summarize, the Company has received the final Order on 19^th July, 2023 stating that there was no
misappropriations of Funds and the violations under SEBI LODR was not intentional and therefore the
penalty amount was reduced to Rs. 15 lakhs and the applications were disposed off accordingly.

32. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your
Company has made proper disclosures in the Financial Statements. The applicable Accounting
Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

33. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name
of the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN 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 taken from Banks and
Financial Institutions.

36. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance
and Cooperation extended to the Company by all valued customers, professionals and bankers of the
Company. Your Directors also wish to place on record their sincere appreciation for the valued
contribution, unstinted efforts by the employees at all levels which contributed, in no small measure,
to the progress and the high performance of the Company during the year under review.

By order of board of directors,
Hit Kit Global Solutions Limited

Sd/- Sd/-

Kamal Mohanlal Agrawal Premlata Narendra Purohit

Managing Director Director

Date: 22^nd August, 2024
Place: Mumbai