Your Directors hereby present the 9^th Board’s Report on the Business and Operations of the
Company together with the Audited Financial Statements along with the Auditor’s Report for the
Financial Year ended on 31^st March, 2024.

1. financial results:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 is
summarized as below:

(Rs. in Lakhs)

2. OPERATIONS:

Total revenue for Financial Year 2023-24 is Rs. 904.60 Lakhs compared to the total revenue of Rs.
955.29 Lakhs of previous Financial Year. The Company has incurred profit before tax for the
Financial Year 2023-24 of Rs. 102.15 Lakhs as compared to Profit before tax of Rs. 31.55 Lakhs of
previous Financial Year. Net Profit after Tax for the Financial Year 2023-24 is Rs. 73.84 Lakhs as
against Net Profit after tax of Rs. 24.55 Lakhs of previous Financial Year.

The Directors are continuously looking for the new avenues for future growth of the Company and
expect more growth in the future period.

3. change IN nature of business, if ANY:

During the Financial Year 2023-24 there was no changes in nature of Business of the Company.

4. WEBLINK of ANNUAL return:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31,
2024 is available on the Company’s website at www.magentamattresses.com.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:-

The authorised Equity share capital of the Company as on 31^st March, 2024 is Rs.
7,00,00,000/- (Rupees Six Crores Fifty Lakhs Only) divided into 70,00,000 (Seventy Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:-

The paid-up Equity share capital of the Company as on 31^st March, 2024 is Rs. 4,86,99,360/-
(Rupees Four Crores Eighty Six Lakhs Ninety Nine Thousand Three Hundred Sixty Only)
divided into 48,69,936 (Forty Eight Lakhs Sixty Nine Thousand Nine Hundred Thirty Six)
equity shares of Rs. 10/- (Rupees Ten Only).

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2023-24 (Previous Year - Nil).

7. TRANSFER of UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such
unpaid dividend to the said account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit
and loss account of the Company under Reserves and Surplus.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

A. INITIAL PUBLIC OFFER (“THE IPO”)

A major highlight for the year under review was that the Company successfully came out with an
Initial Public Offer of equity shares of the Company aggregating to Rs. 700.00 Lakhs. The issue was
entirely Fresh Issue of equity shares. The Company had filed Draft Prospectus with the Securities
and Exchange Board of India (“the SEBI”) on October 31, 2023 in accordance with the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The
Company filed the Prospectus on May 29, 2024. The issue was open for subscription from June 5,
2024 to June 7, 2024. The Company received listing and trading approval from BSE Limited (“the
BSE”) on June 12, 2024.

Your directors believes that the listing of the Company would provide the right platform to take its
brand(s) to greater heights, enhance visibility and provide liquidity to the shareholders. The
Company’s IPO received an overwhelming response and was oversubscribed by 983.19 times,
reflecting an investor appetite for the issue. The Equity Shares of the Company were listed with a
substantial gain from its offer price.

We are gratified and humbled by the faith shown in the Company by the market participants. We
are also grateful to our customers for their trust shown in our capabilities to consistently deliver
high-quality services.

10. significant & material orders passed by the regulators or courts or
tribunals:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

11. meetings of the board of directors:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 12 (Twelve) times viz. 12^th May,
2023, 2 3^rd May, 2023, 26* May, 2023, 12* June, 2023, 20* June, 2023, 7* July, 2023, 18* July, 2023,
6^th September, 2023, 11^th September, 2023, 15^th October, 2023, 30^th December, 2023 and 30^th
March, 2024.

12. directors responsibility statement:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the
applicable accounting standards read with requirements set out under Schedule III to the Act,
have been followed and there are no material departure from the same;

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 financial year and of the profit of the Company
for the financial year ended on 31^st March, 2024;

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 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
that such internal financial controls are adequate and are 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.

13. corporate social responsibility (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

14. explanations / comments by the board on every qualification, reservation
or adverse remark or disclaimer made:

i. Auditors' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not calls for any further comment.

ii. Secretarial Auditor's Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 are self-explanatory
and do not calls for any further comment.

15. particulars of loans, guarantees, securities covered or investments made
under section 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section
186 of the Companies Act, 2013 are provided in the financial statement.

16. particulars of contracts or arrangements made with related PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary course of
business and on an arm's length basis. However, the Company has not entered into any related
party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party.
Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the
Company.

17. management discussion and analysis REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, and provides the Company’s current working and future outlook as per
Annexure - 1.

18. internal financial control systems and THEIR adequacy:

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal audit
cell for its effectiveness. During the financial year, such controls were tested and no reportable
material weaknesses in the design or operations were observed. The Statutory Auditors of the
Company also test the effectiveness of Internal Financial Controls in accordance with the requisite
standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s
report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

(Amount in Lakhs)

20. statement concerning development and implementation of the risk
management policy of the company:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control. The Audit Committee also reviews
the adequacy of the risk management frame work of the Company, the key risks associated with the
business and measures and steps in place to minimize the same.

21. conservation of energy, technology absorption, foreign exchange
earnings and outgo:

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is
not given as the Company has not taken any major step to conserve the energy etc.

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

22. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company's Policy on director's appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
Section 178 (3) of the Act is available on the website of the Company at

www.magentamattresses.com.

23. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

24. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with its provisions and is in compliance with the same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board's Report.

26. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a
detailed write up and explanation about the performance of the Company.

27. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the views
of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between
the Board and the Management, and the openness of the Management in sharing strategic
information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by
the Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
the Directors individually as well as evaluation of the working of the Board by way of individual
feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. managing the risks of fraud, corruption and unethical business practices:
a. vigil mechanism / whistle blower policy:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company’s Code of Conduct or Ethics Policy.

B. business conduct policy:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the policy. The objective of the policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the
Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2023-24.

30. loan FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to
financial statement.

31. DIRECTORS and key managerial personnel:

The Directors and Key Managerial Personnel of the Company are summarized below:

¹ Change in designation of Mr. Divyesh Modi to Managing Director in the Board Meeting w.e.f. 6^th September, 2023.

² Ms. Chinu Kalal had been appointed as Independent Director w.e.f. 26^th May, 2023 and has resigned from the post of
Independent Director of the Company w.e.f. 6^th September, 2024.

³ Mr. Nandish Jani had been appointed as Independent Director w.e.f. 7^th July, 2023.

⁴ Mr. Malvik Mehta had been appointed as Chief Financial Officer w.e.f. 7^th July, 2023.

⁵ Ms. Anita Kumawat had been appointed as Company Secretary w.e.f. 7^th July, 2023.

⁶ Ms. Nidhi Bansal had been appointed as Independent Director of the Company w.e.f. 6^th September, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2023-24 and till the date of Board's Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Nandish Jani and Ms. Chinu Kalal, Independent Directors of the Company have confirmed to the
Board that they meet the criteria of Independence as specified under Section 149 (6) of the
Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that
they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.

33. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of
Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the
compliance with the corporate governance provisions as specified in regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence, Corporate Governance does not form part of this Board’s Report.

34. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor
renewed any deposits during the financial year. Hence, the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.

35. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive
Directors were evaluated in terms of their contribution towards the growth and development of
the Company. The achievements of the targeted goals and the achievements of the expansion plans
were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

36. AUDITORS:

A. Statutory Auditor:

M/s. S S R V & Associates, Chartered Accountants, (Firm Registration No. 135901W),
Mumbai, were appointed as the Statutory Auditors of the Company.

The Auditor’s report for the Financial Year ended 31^st March, 2024 has been issued with an
unmodified opinion, by the Statutory Auditor.

B. 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 appointed Ms. Shilvi Patel, Proprietor of M/s. Shilvi Patel & Associates, Company

Secretaries, Ahmedabad, as a Secretarial Auditor of the Company to conduct Secretarial
Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as
Annexure - 2 in Form MR-3. There are no adverse observations in the Secretarial Audit
Report which call for explanation.

37. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 6^th September, 2023, 15^th October, 2023, 30^th December, 2023, 30^th March,
2024 the attendance records of the members of the Committee are as follows:

¹ Ms. Nidhi Bansal had been appointed as Member of the Audit Committee w.e.f. 6^th September, 2024.

² Ms. Chinu Kalal has resigned as Member of the Audit Committee w.e.f. 6^th September, 2024.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration
committee, as tabulated below, was held on 11^th September, 2023 and 30^th December, 2023
and the attendance records of the members of the Committee are as follows:

¹ Ms. Nidhi Bansal had been appointed as Member of the Nomination and Remuneration Committee w.e.f. 6^th September,
2024.

² Ms. Chinu Kalal has resigned as Member of the Nomination and Remuneration Committee w.e.f. 6^th September, 2024.

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee
as tabulated below, was held on 11^th September, 2023 and 30^th December, 2023 and the
attendance records of the members of the Committee are as follows:

¹ Ms. Nidhi Bansal had been appointed as Member of the Stakeholders' Relationship Committee w.e.f. 6^th September,
2024.

² Ms. Chinu Kalal has resigned as Member of the Stakeholders’ Relationship Committee w.e.f. 6^th September, 2024.

38. disclosures under sexual harassment of women at workplace
(prevention, prohibition & REDRESSAL) act, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the
Company.

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

40. MAINTENANCE of cost RECORDS:

According to information and explanation given to us, the Central Government has not prescribed
maintenance of cost records under section 148(1) of the Act in respect of activities carried out by
the Company.

41. the details of application made or any proceeding pending under the
INSOLVENCY AND bankruptcy code, 2016:

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

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM
THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions,
Suppliers, Customers and other business associates who have extended their valuable sustained
support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the order of the Board,

N P Patel Estate, A & T Padamla, Magenta Lifecare Limited

Vadodara, Gujarat, India, 391350

Divyesh Modi Khyati Modi

Place: Vadodara Managing Director Director

Date: 6* September, 2024 DIN: 02016172 DIN: 06727195