Misquita Engineering Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors are pleased to present the Company’s Annual Report and the Company’s
audited financial statements for the financial year ended 31st March, 2025.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2025 are as follow:

Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Revenue from Operations	1,199.40	1006.85
Profit before tax from continuing operations	16.26	(28.59)
Tax Expenses (Including Deferred Tax)	(3.55)	(0.22)
Profit /Loss after T ax	19.81	(28.81)
Total Income for the year	19.81	(28.81)

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs.
1,199.40Lakhs (previous year Rs. 1006.85Lakhs) resulting in an increase of 19.13% over the
previous year.

The Profit after tax (including other comprehensive income) is at Rs. 19.81 Lakhs as compared to
previous year Loss after tax of Rs. 28.81 Lakhs.

4. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March 2025.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of
Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with

Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director’s
Report.

9.STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to
key business objectives. Major risks identified by the businesses and functions are systematically
addressed.

10. INTERNAL CONTROL SYSTEM

The Company’s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company “To be the most sustainable and
competitive Company in our industry”. The Company’s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or
guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules
made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm’s length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions made by the Company with Promoters, Directors
or Key Managerial Personnel etc. which may have potential conflict with the interest of the
Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Company’s
financial statements (note 29) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this
end, has adopted a policy in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All
employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the
financial year under review, the Company has not received any complaints of sexual harassment
from any of the women employees of the Company.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for
Annual Return Financial Year 2024-25.
https: //www.misquitaengg.com/investors.php

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 8 times on 30/05/2024, 27/06/2024, 14/08/2024,
06/09/2024 , 14/11/2024, 27/12/2024 , 11/02/2025 and 13/03/2025.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company
hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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 as on 31st March, 2025, and that of the profit of the Company for
the year ended on that date.

• That proper and sufficient care has been taken 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively.

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

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to
this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement showing the names and other particulars of employees drawing remuneration
in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Company’s website.www.misquitaengg.com.

19. DIRECTORS

Mr. Thomas Constance Avinash Misquitaare liable to retire by rotation in this ensuing Annual
General Meeting and being eligible they had offered themself for reappointment.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meet the criteria of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing
Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of
the Company.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,
Appointment and Remuneration of Directors which inter-alia requires that composition and
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and
senior management employees and the Directors appointed shall be of high integrity with relevant
expertise and experience so as to have diverse Board and the Policy also lays down the positive
attributes/criteria while recommending the candidature for the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to quality
themselves to be appointed as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.

22. STATUTORY AUDITORS

M/S Jay Gupta and Associates, (Erstwhile Gupta Agarwal & Associates)Chartered Accountants,
(Firm Registration No. 329001E), is appointed as Statutory Auditor of the Company Annual
General Meeting held on 30^th September 2021, for a term of five years.

23. INTERNAL AUDITORS

M/s YogeshBhuva & Co. Chartered Accountants, were appointed as internal auditors by the
Board for the financial year 2024-25 and who have issued their reports on Quarterly/half yearly
basis.

23. SECRETARIAL AUDITORS

The Company has appointed M/s. JayminModi& Co. Company Secretaries, as Secretarial
Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and
to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section
204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2024-25 is annexed herewith and forms part of this report
as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material
subsidiary.

24. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the
Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the Company
for the FY 2024-25accordingly; such accounts and records are not made and maintained by the
Company for the said period.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors
and the practicing company secretary in their reports.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

27. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any holding, subsidiary and associate Company.

28. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.misquitaengg.com.

29. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor
have not reported any instances of frauds committed in the Company by its Officers or Employees
to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned
in this Report.

30. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the
performance evaluation of the Board and its Committees were carried out during the year under
review.

31. 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

There are no material changes and commitments affecting the financial position of the Company
occurred during the financial year.

32. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE.

During the year there has been no significant material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and company’s operations in future.

33. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management
Committee. There are currently 3 Committees of the Board, as follows:

• Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of
the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of
3 Non-Executive Independent Directors.

Following are the members of the Committee

Rahul Chandrakant Naik : Independent Director, Chairman

Noel LuizinhoQuadros : Independent Director, Member

Edgar Maximiano Do Rosario Cotta : Independent Director, Member

During the year there were in total 2 Audit committee meetings held on 30/05/2024,
14/11/2024.

The Chairperson of the Audit Committee was present in the previous AGM held on 30/09/2024 to
answer shareholder’s queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the
board for approval;

5 Reviewing and monitoring the auditor’s independence and performance and effectiveness of the
audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of
the internal control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit
committee

•Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with
the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of 3 Non-Executive Directors.

The Nomination and Remuneration Committee met Once in the Financial Year 2024-25 on
22/06/2024.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual
General Meeting of the Company held on 30/09/2024.

The composition of the Committee and the details of meetings held and attended by the Directors
are as under:

Edgar Maximiano Do Rosario Cotta : Independent Director, Chairman
Noel LuizinhoQuadros : Independent Director, Member

Rahul ChandrakantNaik : Independent Director, Member

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board of Directors a policy relating to, the remuneration of
the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

(3) Devising a policy on diversity of board of directors;

(4) 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.

(5) 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.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior
management.

The policy on directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters is available on the
company''s website.

Remuneration of Directors

The remuneration of the Managing Director and Whole- Time Director is recommended by the
Remuneration Committee and then approved by the Board of Directors and subsequently by the
shareholders in general meeting within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee
Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participation in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinions and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee’s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the
Companies Act, 2013 is available at the website of the Company: www.misquitaengg.com Further,
criteria of making payments to non-executive directors, the details of remuneration paid to all the
Directors and the other disclosures required to be made under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been published below:

•Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee
comprises of 3 Non-Executive Independent Directors.

The committee looks into the shareholders and investors grievances that are not settled at the
level of Compliance Officer and helps to expedite the share transfers and related matters. The
Committee periodically reviews the status of stakeholders’ grievances and redressal of the same.

The Committee met on 19/07/2024, 18/10/2024, 20/01/2025 and 29/04/2025.

The necessary quorum was present for all the meetings. The Chairman of the Committee was
present at the last Annual General Meeting of the Company held on 30th September 2024.

The composition of the Committee during Financial Year 2024-25 and the details of meetings held
and attended by the Directors are as under:

Following are the members of the Committee.

Noel LuizinhoQuadros : Independent Director, Chairman

Rahul ChandrakantNaik : Independent Director, Member

Edgar Maximiano Do Rosario Cotta : Independent Director, Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/ statutory notices by the shareholders of the Company.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the independent directors (“Annual ID Meeting’) was convened on
17/03/2025, which reviewed the performance of the Board (as a whole), the Non-Independent
Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the
Independent Directors was discussed by the Chairperson with the Board covering performance of
the Board as a whole, performance of the Non-Independent Directors and performance of the
Board Chairman. 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
16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
there is no change in their status of Independence. As required under Section 149(7) of the
Companies Act, 2013.

DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS
FOR THE FINANCIAL YEAR 2024-25

On appointment, the concerned Director is issued a Letter of appointment setting out in detail,
the terms of appointment, duties, responsibilities and expected time commitments. Each newly
appointed Independent Director is taken through an induction and familiarization program
including the presentation and interactive session with the Committee Members and other
Functional Heads on the Company’s finance and other important aspects.

34. CORPORATE GOVERNANCE

Your(Company always places a major thrust on managing its affairs with diligence, transparency,
responsibility and accountability thereby upholding the important dictum that an Organization’s
corporate governance philosophy is directly linked to high performance. The Company
understands and respects its fiduciary role and responsibility towards its stakeholders and
society at large and strives to serve their interests, resulting in creation of value for all its
stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate
Governance Report is not applicable to the company.

35. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars
are not furnished, as the same are not applicable. No proceedings against the Company is
initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference
between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not
Applicable.

36. POLICIES

The Company seeks to promote the highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies.
The Policies are reviewed periodically by the Board and are updated based on the need and
compliance as per the applicable laws and rules and as amended from time to time. The policies
are available on the website of the Company.

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of
the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the
Company.

38. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among
the primary determinants of value to the shareholder. The organisational vision is founded on the
principles of good governance and delivering leading-edge products backed with dependable after
sales services. Following the vision your Company is committed to creating and maximising long¬
term value for shareholders.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are
not applicable as the Company is having Net worth less than rupees Five Hundred Crore,
Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the
continued cooperation extended by shareholders, employees, customers, banks, suppliers and
other business associates.

Place: Goa
Date:06.09.2025

By order of the Board
For Misquita Engineering Limited

Sd/- Sd/-

Thomas Constance AvinashMisquita Gail Lucia Misquita

Managing Director Wholetime Director

DIN 00060846 DIN 00060932

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Mar 31, 2024

The Board of Directors are pleased to present the Company''s Annual Report and the Company''s audited financial statements for the financial year ended 31st March, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2024 are as follow:

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Revenue from Operations	1006.85	979.50
Profit before tax from continuing operations	(28.59)	56.98
Tax Expenses (Including Deferred Tax)	(0.22)	(14.23)
Profit/Loss after Tax	(28.81)	45.47
Total Income for the year	(28.81)	45.47

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY''S AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 1006.85 Lakhs (previous year Rs. 979.50 Lakhs) resulting in an increase of 14.95% over the previous year.

The loss after tax (including other comprehensive income) is at Rs. 28.81 Lakhs as compared to previous year profit after tax of Rs. 45.47Lakhs.

4. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March 2024.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed.

10. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Company''s financial statements (note 29) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2023-24.

https://www.misquitaengg.com/investors.php

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 5 times on 30/05/2023, 27/08/2023, 07/09/2023, 08/11/2023 and 12/02/2024.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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 as on 31st March, 2024, and that of the profit of the Company for the year ended on that date.

• That proper and sufficient care has been taken 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Company''s website.www.misquitaengg.com.

19. DIRECTORS

Mr. Gail Lucia Misquita and Mr.Desiderio Anthony Misquitaare liable to retire by rotation in this ensuing Annual General Meeting and being eligible they had offered themself for reappointment. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. STATUTORY AUDITORS

M/S Gupta Agarwal& Associates, Chartered Accountants, (Firm Registration No. 329001E), is appointed as Statutory Auditor of the Company Annual General Meeting held on 30 ^th September 2021, for a term of five years.

23. INTERNAL AUDITORS

M/s Yogesh Bhuva& Co. Chartered Accountants, were appointed as internal auditors by the Board for the financial year 2023-24 and who have issued their reports on Quarterly/half yearly basis.

23. SECRETARIAL AUDITORS

The Company has appointed M/s. Jaymin Modi& Co. Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2023-24 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

24. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24 accordingly; such accounts and records are not made and maintained by the Company for the said period.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

27. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any holding, subsidiary and associate Company.

28. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.misquitaengg.com.

29. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

30. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

31. 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

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

32. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

33. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently 3 Committees of the Board, as follows:

• Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of 3 Non-Executive Independent Directors.

Following are the members of the Committee

Rahul ChandrakantNaik : Independent Director, Chairman

Noel LuizinhoQuadros : Independent Director, Member

Edgar Maximiano Do Rosario Cotta : Independent Director, Member

During the year there were in total 4 Audit committee meetings held on 30/05/2023, 16/08/2023, 08/11/2023 and 13/02/2024.

The Chairperson of the Audit Committee was present in the previous AGM held on 30/09/2023 to answer shareholder''s queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;

5 Reviewing and monitoring the auditor''s independence and performance and effectiveness of the audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee •Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of 3 Non-Executive Directors.

The Nomination and Remuneration Committee met Once in the Financial Year 2023-24 on 04/01/2024.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on 30/09/2023.

The composition of the Committee and the details of meetings held and attended by the Directors are as under:

Edgar Maximiano Do Rosario Cotta : Independent Director, Chairman Noel LuizinhoQuadros : Independent Director, Member

Rahul Chandrakant Naik : Independent Director, Member

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) 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.

(5) 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.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on the company''s website.

Remuneration of Directors

The remuneration of the Managing Director and Whole- Time Director is recommended by the Remuneration Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participation in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinions and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee''s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 is available at the website of the Company: www.misquitaengg.com Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:

•Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 3 Non-Executive Independent Directors.

The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of stakeholders'' grievances and redressal of the same.

The Committee met on 21/04/2023, 19/07/2023, 11/10/2023 and 15/01/2024.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meeting of the Company held on 30th September 2023.

The composition of the Committee during Financial Year 2023-24 and the details of meetings held and attended by the Directors are as under:

Following are the members of the Committee.

Noel LuizinhoQuadros : Independent Director, Chairman

Rahul ChandrakantNaik : Independent Director, Member

Edgar Maximiano Do Rosario Cotta : Independent Director, Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the independent directors (“Annual ID Meeting”) was convened on 18/03/2024, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman. 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 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.

DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2023-24

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company''s finance and other important aspects.

34. CORPORATE GOVERNANCE

Your(Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not applicable to the company.

35. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

36. POLICIES

The Company seeks to promote the highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

38. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued cooperation extended by shareholders, employees, customers, banks, suppliers and other business associates.

Place: Goa Date: 06.09.2024

By order of the Board For Misquita Engineering Limited

Sd/- Sd/-

Thomas Constance AvinashMisquita Gail Lucia Misquita

Managing Director Wholetime Director

DIN 00060846 DIN 00060932