Dear Members,

Your directors have pleasure in presenting their 38thAnnual Report and the Audited Accounts for the Financial year ended 31 st March, 2022.

FINANCIAL HIGHLIGHTS (Rs in Lakhs)

OPERATIONAL REVIEW

The Company has recorded sales of Rs.2491.79lakhfor the current year2021-2022 as compared to Rs.2554.31 Lakhin the previous year 2020-2021. The Net Profit for the year under review amounted toRs.7.97 lakh in the current year as compared to Loss of Rs. 107.58 Lakh in the previous year.

COVID19 AND ITS IMPACT ON THE BUSINESS

Financial Year 2021-22 witnessed the situation with COVID-19 evolving further. The second and third waves of pandemic derailed economic recovery. The global trade has been seriously affected with Covid-19 flare-ups in the form of the Delta and Omicron variants. Your Company Complied with the directions of the government of India.

SHARE CAPITAL

There was no change in the share capital of the Company during the financial year 2021-2022.

DIVIDEND

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

TRANSFER TO RESERVES

The Board of Directors does not recommend any Dividend for the year ended on March 31,2022.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the company.

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 2022-2023 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 ABOUTSUBSIDIARY/JV/ASSOCIATE COMPANY

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.

I. Retire By Rotation:

As per provisions of Section 152 (6) the CompaniesAct2013, Smt. Radhika Mukhija (DIN:00507397) Non-Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

II. Key Managerial Personnel:

As on date of this report, the following persons are the Key Managerial Personnel(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

Mothers:

The Company has received a declaration from the Independent Directors of the Company under section 149(7) of Companies Act,2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI LODR. At the first meeting of Board held for financial year 2022-2023, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

KYCOF 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.

a) Statutory Auditor

M/s RH DA & Associates (Film Registration No 014438C) Chartered Accountants, were appointed as Statutory Auditors of the Company and will hold office until the conclusion of the 41 st annual general meeting to be held in year 2025. Accordingly, they have conduced StatuaryAuditforthe 2021-2022 and shall continue to be StatutoryAuditorsforthe Financial year 2022-2023. They have confirmed thrift eligibility to continue as Statutory Auditors of the Company for the Financial year 2022-2023 under Section 141 oftheCompaniesAct,2013and rules framed there under.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(2) of the Companies Act,2013

b) Secretarial Auditor

The Board of Director has appointed M/s R K Jain & Associates, Company Secretaries, Bhilwara to conduct Secretarial Audit 2021-2022 underthe provision of Section 204 of the Companies Act,2013. Accordingly, they have conducted Secretarial Audit for the Financial year 2021-2022 and Secretarial Audit Report Form MR-3 is enclosed herewith as per

Annexure-I. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

MANAGEMENT DISCUSSIONS & ANALYSIS

Your directors adhere to the requirements set out in Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, and have implemented all the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, the Report on Management Discussions & Analysis has been incorporated in the Annual Report and forms an integral part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, your director state that:

a. In the preparation of the annual financial statements for the year ended 31stMarch, 2022 the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The director had selected such accounting policies and applied them consistently and made judgment 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 of the profit or loss of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts that the annual financial statements have been prepared on a going concern basis;

e. They have laid down internal financial control to be followed by the company and thatsuch internal financial controls were adequate and were operating effectively;

f. They have devised proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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. Asignificant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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 II'.

• 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, 2022 are appended below: -

Number of Board Meetings & General Meeting

During the year 2021-2022, the board of Directors met six times on 24.06.2021,11.08.2021,11.11.2021, 04.12.2021, 12.02.2022 and 26.03.2022.

The 37TH AGM was held on 30th September 2021.

Independent Directors Meeting

During the year under review, the Independent Directors viz Shri Anil Kumar Dasot, Shri Anil Laddha met on 24.06.2021.

- Committees of The Board

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

Composition

The Audit Committee of the Company comprises of 3 members, 2 of whom are Non-Executive Independent Directors and one is Non-Executive (Promoter Group), Independent Director acts as Chairman of the Committee. The Committee members are professionals having requisite experience in the fields of Finance and Accounts, Banking and Management. The Audit Committee met 4 times during the year. The Director and Chief Financial Officer and representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings.

Term of Reference

i) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii) Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

iii) Approval of payment of statutory auditors for any other services rendered by the statutory auditors.

iv) Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

v) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

vi) To review the functioning of the Whistle Blower mechanism, in case the same is existing.

vii) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

viii) Management Discussion and Analysis of financial condition and results of operations.

ix) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

x) Internal audit reports relating to internal control weaknesses; and

xi) The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

Meetings and Attendance

The Audit Committee is duly constituted in accordance with SEBI(LODR) Regulations 2015 and Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meeting of the Board and its Powers) Rules,2014 as amended time to time. It adheres to the terms of reference which is prepared incompliance with Section 177 of the Companies Act,2013, and SEBI (LODR) Regulations 2015. During the financial year 2021-22, the committee met Four (4) times as on 24.06.2021,11.08.2021,11.11.2021,12.02.2022.

The Company Secretary acts as Secretary to the Audit Committee. The details of member's attendance at the Audit committee meeting during the year are given below: -

• Vigil Mechanism/Whistle Blower Policy

In pursuance of section 177 (9)ofthe 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).

iii) NOMINATION &REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in accordance with SEBI(LODR) Regulations 2015 and 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, and SEBI (LODR) Regulations 2015.The Nomination & Remuneration Policy is posted on the Company's website at the web link as: (https://www.nutechglobal.com).

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 forevaluation of performance of the Independent Directors and the Board of directors and policy on Board Diversity;

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 the basis of the report of performance evaluation of independent directors.

Meetings and Attendance

The committee met one times during the year as on 24.06.2021

The Company Secretary acts as Secretary to the Nomination and Remuneration. The details of member's attendance at the

Nomination and Remuneration Committee meeting during the year are given below: -

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

The Stakeholders Relationship Committee is constituted incompliance with the requirements of Section 178 of the Companies Act, 2013. During the financial year 2021 -22, the Committee met three (3) time as on 24.06.2021,06.09.2021,05.02.2022

Composition

The Committee comprises of three directors, all of whom are non-executive and chairman of the committee is a non-executive director.

The Company Secretary acts as Secretary to the Stakeholders Relationship Committee. The details of member's attendance at the Stakeholders Relationship committee meeting during the year are given below:

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

The details of comDlaints received and resolved durina the vear 2021-2022 are as under:

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:

- No special resolution requiring postal ballot is being placed before the shareholders for approval at this meeting.

- No special resolution through postal ballot was passed during the year under review.

- Company proposed resolutions in 37th AGM held on 30th September 2021for the re appointment of Shri. Shyam Sunder Mukhija (DI N:01552629) who retires by rotation and being eligible, offers himself for re-appointment.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act. There is no materially significant related party transaction with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large. There are no material subsidiary Companies as define inRegulation16 (c) of the SEBI (Listing Obligations and Listing Requirements) Regulations, 2015. During the year, the Company has entered into related party transactions under the section 188 of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties are and Form AOC-2 is enclosed as Annexure-lll.

LOANS GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any Loan, Guarantee or provided Security in connection with a loan nor has made any investment under the section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

During the Financial year 2021-2022, 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.The Company has taken Unsecured interest free loan of Rs.91.27 lakhs from the Directors of the Company.

COMMENTS ON AUDITORS' REPORTS

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

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-IV.

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—V.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTSORTRIBUNALIMPARTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

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.

EXTRACT 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 Company www.nutechglobal.comafterfiling with MCA, web link -https://www.nutechglobal.com/annualreports.

DETAILS OF FRAUD REPORT BY AUDITOR

As per auditors' report, no fraud u/s 143(12) reported by the auditor.

NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI(LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015

Your company is falling under Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; hence the provisions of Corporate Governance viz. Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (LODR), 2015 are not applicable to your Company.

MISCELLANEOUS DISCLOSURES

Details about risk management have been given in the Management Discussion &Analysis.

The company does not have any subsidiary, joint venture and associate company.

The Company is having adequate Internal Financial Control with reference to the Financial Statements.

During the year review, there were no cases filed pursuant to Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal)Act, 2013.

ACKNOWLEDGMENTS

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.