Integrated Hitech Ltd

Your Directors have pleasure in presenting before you the 31st Annual Report of your Company on the business and operations together with the Audited Financial Statements including Consolidated Financial Statement and Auditors' Report for the financial year ended 31^st March 2024.The performance of the Company during the year under Report is summarized as below:

The summarized financial results of our operations for the Financial Year ending 31^st March 2024 is detailed hereunder.

WEB ADDRESS - easitax.com FINANCIAL PERFORMANCE

During the year under review, your Company has registered a total loss of Rs. (768.60)/- Lakhs as compared to previous year loss of Rs. (19.51)/- Lakhs. The Board is trying hard for the growth of the Company. Your Directors are continuously looking for avenues for future growth of the Company by developing new Software in the ever growing field of Financial and Health Care Sector. The Company is now ready to avail the new opportunities available in the market.

CHANGES IN SHARE CAPITAL

During the Financial year 2023-24 the Authorized Share Capital and Paid Up Capital as on 31^st March 2024 stood at Rs.11,00,00,000/- and Rs.10,00,46,000/- respectively. During the year under review, the company has not issued any Securities nor granted any Stock Options or Sweat Equity.

BUSINESS REVIEW/ STATE OF THE COMPANY'S AFFAIRS

Your Company is involved in the development of various software and services for E-filing of Corporate Statutory Tax Returns and developing the existing software's. The company is working on to develop e- redressal system for GST and e-record system for health care.

During the year under review, the total income of the Company stands at Rs. 6.66/- Lakhs and the expenses stands at Rs. 775.26/- Lakhs. The Net Loss stands at Rs. (768.60)/- Lakhs in comparison to Rs. (19.51)/- Lakhs of last year.

The losses can be attributed to the developmental expenses the company is incurring for developing the GST & Health Care Software which are yet to be launched in the market.

CHANGES IN THE NATURE OF THE BUSINESS

During the year under review, there were no changes in nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company is in the process of complying with the requirement of achieving 100% holding of the promoters in demat forms as required under the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

DIVIDEND

As there is no profit in this year therefore the Board recommends no dividend is to be declared for this financial year.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiary. In accordance with Section-129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC - 1 is appended as Annexure-1 to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company, are available on our website www.easitax.com. These documents will also be available for inspection during business hours at our registered office.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last year.

BOARDS COMPOSITION, CATEGORY OF DIRECTORS AND THEIR MEETINGS:

The Board is collectively responsible for the sustainable success of the company. The Company's Board has an optimum combination of Executive and Non-Executive Directors and reflects diversity in terms of disciplines, professions, social groups, gender and stakeholder interest.

The strength of the Board as on March 31, 2024 is Six (6) directors. They are as follows:

The following are the KMP as on March 31, 2024:-

COMMITTEES OF THE BOARD

The details of composition of the Committees of the Board of Directors are as under:-

At the end of the Financial Year 2023-24 the Audit Committee constitutes of Mr. Rajendhiran Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr. Rajendhiran Jayaram is the Chairman of the Audit Committee. The Board of Directors have accepted all the recommendations given by the Audit Committee. The terms and reference of Audit Committee and details of meetings held during the financial year 2023-24 and the attendance of members are given in the Corporate Governance Report, which forms part of the Directors Report.

At the end of the Financial Year 2023-24 the Nomination and Remuneration Committee consists of Mr. Rajendhiran Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr. Rajendhiran Jayaram is the Chairman of the Nomination and Remuneration Committee. The details of the Nomination and Remuneration Committee and meetings held during the financial year 2023-24 and the attendance of members are provided in the Corporate Governance Report, which forms part of the Directors Report.

At the end of the Financial Year 2023-24 the Stakeholders Relationship Committee consists of Mr. Rajendhiran Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr. Rajendhiran Jayaram is the Chairman of the Stakeholder Relationship Committee. The details of the Stakeholder Relationship Committee and meetings held during the financial year 2023-24 and the attendance of members are provided in the Corporate Governance Report, which forms part of the Directors Report.

EXTRACT OF ANNUAL RETURN

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT - 9 forms part of this report as Annexure - 2.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the company and other material developments during the financial year and is attached as Annexure-3.

CORPORATE GOVERNANCE

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are attached to this Report as Annexure -4.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Scheduled IV to the Act.

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performance evaluation of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company 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) 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 of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

There were no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposit from the public under Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

VIGIL MECHANISM

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

This mechanism is for the employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The Company always believes in giving the best to its clients and in this regard it continuously upgrade its knowledge in cutting edge technology and in the latest and best equipments.

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

AUDITORS

M/s. John Moris & Co. (Firm Registration No. 007220S), Chartered Accountants, Chennai were appointed as Statutory Auditors of our Company in our 27^th Annual General Meeting held on 31^st December 2020 and they hold office till the conclusion of our 32^ndAnnual General Meeting on a remuneration as the Board of Directors of the Company may determine.

There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS Rabindra Kumar Samal, Company Secretary in Whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23, 2023-24 and 2024-25.

The Report of the Secretarial Auditor in Form MR-3 for the financial year 2023-24 is attached in Annexure-5.

REPLY TO OBSERVATION RAISED BY THE SECRETARIAL AUDITOR

1. The Company is in the process of complying with the requirement of achieving 100% holding of the promoters in demat forms as required under the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015. We are trying to regularise PAN issues of the Promotor /Promotor Group and shall be able to comply with the Regulation.

FRAUDS REPORTED BY THE AUDITORS

No Frauds were reported by the Auditors either to the Audit Committee or in their reports during the year under review.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 are not applicable for the year since the Company is not falling under the category of class Companies as prescribed under Sub-section (1) of Section 148 of the Companies Act 2013 and Rules framed there under.

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

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

During the year under review, the Internal Complaints Committee , which has been in existence in the company to receive and deal in with complaints relating to such harassment , has not received any complaint pertaining to sexual harassment.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Annexure-1

[Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures]

Part "A"Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

As no commercial activity has commenced at both the subsidiary in singapore and USA, the financial information relating to the subsidiaries are not furnished and consolidated financial information is also not furnished.

Notes: The following information shall be furnished at the end of the statement

1. Names of the subsidiaries, which are yet to commence operations: 2(Two)

2. Names of the subsidiaries which have been liquidated or sold during the year: NIL

The Company does not have any associate companies and Joint Ventures. Hence the information required under this head is not being furnished.

FORM NO. AOC -2

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.

1. Details of contracts or arrangements or transactions not at Arm's length basis. NIL

[Pursuant to Section 92(1) of the Companies Act, 2013 And Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L72300TN1993PLC024583

ii) Registration Date: 11/03/1993

iii) Name of the Company: INTEGRATED HITECH LIMITED

iv) Category/Sub-Category of the Company: Company Limited by Share/ Indian NonGovernment Company

v) Address of the Registered office and contact details: 150/115-116,Cisons

Complex,3^rdFloor,Moniteth Road Egmore Chennai- 600008 Tamil Nadu

vi) Whether listed company: YES

vii) Name and Address and contact details of Registrar & Transfer Agents ( RTA ), if any:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

i) Category-wise Share Holding

v) Shareholding of Directors and Key Managerial Personnel:

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Managing Director