The Directors present the 32^nd Annual Report together with Audited Financial Statements of the Company for the financial year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS:

The Company’s financial performance for the year under review along with previous year figures is given hereunder: -

DIVIDEND:

During the period under review, Directors of the Company did not recommend any interim or final dividend on the equity shares.

COMPANY’S PERFORMANCE REVIEW:

The total revenue from operations from such activities and other income for the period under review amounts to INR 1485.01 lakhs as against INR. 1161.46 lakhs in the previous year.

Net profit after Depreciation and taxes has been INR 261.70 lakhs as against INR. 233.41 during the previous year.

Earnings per share for the reporting financial year is INR.2.71 as against INR. 2.33 for the previous year.

The Directors are expecting to provide better performance and results in the upcoming year to the shareholders.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company during the Financial Year 2024 -25.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year to which the financial statements relate:

• The Company has entered into a LLP named “AURUM TURNKEY SERVICES LLP” as a Designated Partner (Investing Partner) with the main object to carry on the business of Services of Telecom Facilities, Telecom Network Infrastructure, Civil, Electrical, Mechanical & telecom works and other related activities and is yet to commence its business.

Amount of obligated fixed capital contribution: INR. 58,667/-.

Post admission Percentage of Contribution: 55%

Post admission Profit sharing ratio in the LLP: 45%

• Further the company has entered into another LLP named “SIZEMASTERS CALIBRATION SERVICES LLP” as a investing partner through contributing in the capital of the LLP whose main object is to carry on in India or elsewhere the business of all types of calibration and engineering services, trading of measuring instruments and gauges.

Amount of obligated fixed capital contribution: INR. 25,500/-.

Post admission Percentage of Contribution: 51%

Post admission Profit sharing ratio in the LLP: 51%

MAJOR EVENTS THAT OCCURRED DURING THE YEAR:

There was no major event occurred during the year under review.

SHARE CAPITAL:

The Company’s existing authorised equity share capital is INR. 10,50,00,000/- (Indian Rupees Ten Crore and Fifty Lakhs Only) and the paid-up equity share capital is INR. 10,00,00,000/- (Indian Rupees Ten Crore Only)

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has given loans, guarantees in pursuance to Section 186 of the Companies Act, 2013 which includes loans to the subsidiary in order to meet the working capital requirement and for the ordinary course of business. (Refer Note No. 12 of the Financial Statements).

The particulars of investments made by the Company by means of subscription of shares of its subsidiary company in accordance with Section 186 of the Companies Act, 2013 at the close of the financial year are reflected in Note No. 5 of the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure I.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties’ transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The FORM AOC- 2 is attached as Annexure - II with this report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

LISTING OF SHARES:

The Equity Shares of the Company are listed with the BSE Ltd. The Company has paid the annual listing fees to the BSE Limited for the year 2024-25.

The Company has been suspended from Calcutta Stock Exchange Limited.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the Company's operations. The Audit Committee reviews the effectiveness of the Company's internal control system.

SHARE TRANSFER SYSTEM:

The request regarding physical share transfers and share certificates should be addressed to Registrar and Transfer Agent. Such requests are processed within stipulated time from the date of receipt provided documents meet the stipulated requirement of statutory provisions in all respect. The share certificates duly endorsed are returned immediately to the shareholder by RTA. The details of transfer and transmission are placed before the Stakeholders Relationship Committee, Share Transfer Committee from time to time and the Board for noting and confirmation.

BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNELS:

(i) Details of Directors or KMP appointed/ re-appointed/ resigned during the financial year.

The Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Company's Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of the Company.

During the year under review, the changes in composition of Board of Directors and Committees of Board of the Company have taken place and the Directors on the Board have experience in the field of finance, legal, statutory compliance, mechanical engineering and accounts.

None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.

The composition of Board of Directors and KPM as on March 31, 2025 are mentioned below:

*In the 31^st Annual General Meeting of the company Mr. Kiran Shamsundar Zanwar (Din: 09653402), NonExecutive Director was re- appointed by the approval of the shareholders who was liable to retire by rotation.

**The designation of Ms. Suvarna Shinde (DIN: 09751614) was changed from Additional Independent Director to Independent Director by obtaining the approval of the members of the company.

***Ms. Aishwarya Parwal (Membership No. A67170) has tendered her resignation with effect from August 05, 2025.

(ii) Retirement by rotation

In accordance with the applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kiran Zanwar retires by rotation and is eligible to offer himself for re-appointment.

(iii) Board Meetings

During the Financial year 2024-25, Five (5) Board Meetings were convened and held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

INDEPENDENT DIRECTORS:(i) Declarations by Independent Directors and re-appointment, if any

All Independent Directors have provided 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 SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

(ii) Independent Directors Meeting

During the year under review, the Independent Directors met on and March 26, 2025 to evaluate:

i. the performance of Non-Independent Directors and the Board of Directors as a whole,

ii. the performance of the Chairman of the Company taking into account the views of the executive and non-executive Directors;

iii. the quality, content and timeliness of the flow of information between the management and Board which is necessary for the Board to perform its duties respectively.

All the Independent Directors were present in the meeting.

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Remuneration & Nomination Committee, Stakeholder Relationship Committee and Shares Transfer Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE:

The Audit Committee comprises of non-executive and Independent Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, four (4) meeting of audit committee held on May 27, 2024, August 14, 2024, November 15, 2024 and February 14, 2025.

The Composition of Audit Committee as on the end of the financial year is given below:

(i) Recommendations by the Audit Committee which were not accepted by the Board along with reasons

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of non-executive and Independent Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, one (1) meeting of nomination and remuneration committee held on February 14, 2025.

The Composition of Nomination and Remuneration Committee as on the end of the financial year is given below:

STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee comprises of non-executive and Independent Director as its Member. The Chairman of the Committee is a Non-executive Director.

During the Financial year 2024-25, one (1) meeting of Stakeholder Relationship Committee were held on March 26, 2025.

The Composition of stakeholder relationship committee as on the end of the financial year is given below:

SHARE TRANSFER COMMITTEE:

The share transfer committee comprises of Executive, non-executive and Independent Director as its Member. The Chairman of the Committee is an Executive Director.

During the Financial year 2024-25, one (1) meeting of Share Transfer Committee were held on March 26, 2025.

The Composition of share transfer committee as on the end of the financial year is given below:

COMPANY POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company has formulated a remuneration policy which provides the manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively.

The Policy is also available on the website of the company i.e. www .sizemasters.in

Member’s attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2024-25. Details of sitting fees paid to the non-executive directors are disclosed in the financial statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the company. However, at present the Company has not identified any element of risk in the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March 31, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Notes to the Financial Statements, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(iii) 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ESTABLISHMENT OF VIGIL MECHANISM:

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company i.e. www.sizemaster.in

AUDITORS:STATUTORY AUDITORS:

M/s. G M K S & Co. Chartered Accountants, Pune (Firm Registration No. 139767W) has been appointed as the Statutory Auditor of the company. The tenure of M/s. G M K S & Co. Chartered Accountants, Pune (Firm Registration No. 139767W) as Statutory Auditors of the Company shall be till the conclusion of the 34th AGM.

REVIEW OF AUDITORS REPORT

There were no frauds, qualification, reservation or adverse remark reported by the statutory auditor to the audit committee or the board as per section 143 of the act.

The observations made in the auditor's report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments from the Directors under section 134 (3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has re-appointed M/s. Giriraj A. Mohta & Co., Practicing Company Secretaries, Pune (C.P. No:18967) as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.

A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-III in Form MR-3.

INTERNAL AUDITOR:

The Company has re-appointed Ms. Bharti Jadhav as internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

During the year under review Ms. Bharti Jadhav resigned from the designation of the Internal auditor of the company, with effect from August 14, 2024 and in her replacement Ms. Chitali Sudharkar Shinde was appointed as internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, with effect from August 14, 2024.

COST AUDIT:

Maintenance of Cost Records and Cost Audit as per Section 148(1) the Companies Act, 2013 read with applicable rules is not applicable to the Company for the Financial Year 2024-25.

SUBSIDIARY, JOINT VENTURES OR ASSSOCIATES COMPANIES:

The consolidated financial statements of the company & its subsidiary which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company in the prescribed format AOC-I is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company.

COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS:

The Board of Directors of the Company have complied with the Company's Code of Conduct applicable to Board of Directors.

DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS:

During the year under review one familiarization Programme was conducted for the independent Directors of the Company. The details are available at http://mewatzinc.com/data/documents/Code-of-Conduct-for-Board-Members-and-Senior-Management.pdf

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

ANNUAL RETURN:

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (‘the Act’), the Annual Return as on March 31, 2025 will be available on the Company’s website on www.sizemasters.in after AGM.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 202425.

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

During the year under review the company has not received any complaint as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES:

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year 2024-25.

SECRETARIAL STANDARDS:

The directors state that the applicable secretarial standards, i.e. SS-1 and SS-2 relating to "Meetings of Board of Directors and General Meetings", respectively have been duly followed by the Company.

CORPORATE SOCIAL RESPONSIBILITY:

At present the provisions are not applicable to the company. As and when these provisions become applicable, necessary steps will be taken to comply with the same.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review this provision is not applicable on our Company.

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:

During the year under review this provision is not applicable on our Company.

STATEMENT OF DEVIATION(S) OR VARIATION:

As per the report submitted to the Bombay Stock Exchange on May 28, 2025 there is no deviation or variations observed in the utilisation of funds raised.

ACKNOWLEDGEMENT:

The Directors of the Company wish to thank all the concerned agencies, bankers and the employees for the co-operation, assistance and support. The Directors also duly acknowledge the trust and confidence the shareholders and investors have reposed in the Company.