The Board of Directors ["Board") hereby submits the report on the business and operations of Mehai Technology Limited ["the Company") along with audited financial statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

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

2. FINANCIAL PERFORMANCE REVIEW:

On a Consolidated basis the Company has reported total income of Rs. 1500.92 Lakhs for the current year as compared to Rs. 889.07 Lakhs in the previous year. The Net Profit/Loss for the year under review amounted to Rs. 57.74 Lakhs in the current year as compared to Rs. 51.44 Lakhs in the previous year.

On a Standalone basis the Company has reported total income of Rs. 1608.97 Lakhs for the current year as compared to Rs. 816.88 Lakhs in the previous year. The Net Profit/Loss for the year under review amounted to Rs. 65.80 Lakhs in the current year as compared to Rs. 49.74 Lakhs in the previous year.

3. DIVIDEND AND RESERVES:

Your Directors do not recommend the payment of dividend for the year ended 31^st March, 2024. An amount of Rs. 65.80 Lakhs was transferred to Reserves and Surplus during the year 2023-24.

4. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of the business of your Company during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS 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 were no material changes and commitments 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.

6. CAPITAL STRUCTURE:

During the year under review. Capital structure of the Company has been changed from 1,32,10,000 to 2,97,10,000 due to issue of Equity shares against warrant. The Share Capital of the Company as at 31^st March, 2024 is as: Rs. 29,71,00,000/-

Authorized Share Capital

• The authorized share capital of the Company is increased from Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000/- (Twocrore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) to Rs. 60,00,00,000/- (Rupees Sixty Crore) divided into 6,00,00,000/- (Six Crore) equity shares of Rs. 10/- (Rupees Ten only).

Issued, Paid-up Share Capital and Subscribed Share Capital

• Issued, Paid-up Share Capital

The issued and paid up share capital of the Company is Rs. 29,71,00,000/- (Rupees Twenty Nine Crore Seventy-One Lakhs only) divided into 2,97,10,000 (Two Crore Ninety Seven Lakhs Ten Thousand) Equity Shares of Rs. 10 /- (Rupees Ten only).

No bonus shares were issued during the year under review. The Company did not make any allotment through ESOPs during the year.

7. CORPORATE OFFICE OF THE COMPANY:

During the year under review, no change in registered office of the company.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31, 2024.

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Note Mr. Prosenjeet Singh has tendered his resignation and Mr. Prabir Kundu has been appointed as Independent Director of the Company w,e,f 4^th March, 2024

10. NUMRF.R OF BOARD MFFTINGS:

Details of Board Meetings

During the year under review, the Board of Directors duly met 10 [Ten] times. The details of Board Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

11. DEPOSITS:

During the year under review, your Company has not invited nor accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies [Acceptance of Deposit] Rules, 2014 hence the requirement for furnishing of details of deposits which are not in Compliance with the Chapter V of the Companies Act, 2013 is not applicable.

12. COMMITTEES OF THE BOARD:

The Board has established the following Committees: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Grievances and Relationship Committee

The detailed disclosures of all the Committees of the Board of Directors are provided in the Corporate Governance Report forming part of this Annual Report

The compositions of the Committees details are as below:

Note Mr. Prosenjeet Singh has tendered his resignation and Mr. Prabir Kundu has been appointed as Independent Director of the Company w-e-f 4^th March, 2024

13. RECOMMENDATIONS OF AUDIT COMMITTEE:

The Audit Committee was constituted by the Board of Directors on September 15, 2017. All the recommendations made by the Audit Committee were accepted by the Board.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company’s operation in future.

15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had started a Wholly owned Subsidiary Momentous Retails Private Limited from 29* July 2022.

16. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

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

17. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

18. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

The Company has in place a process for familiarization of newly appointed directors withrespect to their respective duties and departments. The highlights of the Familiarization Programs are explained in the Corporate Governance Report forming part of this Annual Report and are also available on the Company's website

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented separately as Annexure II forming part of the Annual Report attached herewith.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all contracts / arrangements entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis.

There are materially significant related party transactions that may have potential conflict with the interest of the Company, hence disclosure under Section 134(3)(h) of the Act read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014, in Form AOC-2 is attached.

21. FORMAL AN NUAL EVALUATION:

The Board of Directors is committed to get carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director.

22. REMUNERATION POLICY:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior management employees. The details of the same are given on the website of the Company i.e. www.mehaitech.co.in The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

23. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 [12] of the Companies Act, 2013 read with Rule 5 [2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 forms part of this Report as Annexure III.

24. DIRECTORS’ RESPONSIBILITY STATEMENT:

It is hereby stated that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(vi) 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.

25. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is not applicable to the Company.

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2024 is available on the Company’s website and can be accessed at www.mehaitech.co.in.

27. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Disclosures regarding activities undertaken by the company in accordance with the provisions of section 134 of the Companies Act, 2013 read with Companies (Accounts] rules, 2014 are provided here under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day to day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has notmadeany Capital Investmenton energy conservation equipment

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

(i) Foreign Exchange Earnings: Nil

(ii) Foreign Exchange Outgo: Rs. Nil

(iii) Advance to Supplier: NIL

28. CORPORATE GOVERNANCE REPORT:

Pursuant SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["Listing Regulations”], the provisions relating to Corporate Governance are applicable to the Company and accordingly, the Corporate Governance Report is attached as Annexure IV with its Annual Report.

29. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE062Y01012. As on 31st March 2024 total paid up Capital i.e Rs. 2,18,10,000 equityshares ofthe Company is in dematerialized form.

30. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 24^th May, 2024 inter alia, to discuss:

• Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

• Review ofthe Chairman ofthe Company, taking into the account of the views ofthe Executive and Non- Executive Directors.

• Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

31. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6). They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and their Declarations have been taken on record.

32. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills,

experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company’s business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31^st March, 2024.

33. RISK MANAGEMENT POLICY OE THE COMPANY:

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has in place a proper system for Risk Management, assessment and minimization of risk. Risk Management is the identification and identification and assessment of risk. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company

34. AUDITORS

Statutory Auditors and their Report:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Bijan Ghosh & Associates, Chartered Accountants, Firm Registration No. 323214E was appointed as Statutory Auditors of the Company to hold office for one term of 5 years commenced from conclusion of the 8th Annual General Meeting upto the 13th Annual General Meeting of the Company to be held in calendar year 2026. The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Auditors have issued their report on the financial statements for the financial year ended 31st March, 2024, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

The Auditors’ Report for the financial year 2023-24 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report

Internal Auditor

The Company has appointed M/s. S. K. Dhar & Co, Chartered Accountants as the Internal Auditor of the Company for the F.Y. 2024-25 to conduct the Internal Audit of the Company in their Board Meeting held on 24^th May, 2024.

Secretarial Auditor and their Report:

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of your Company has appointed M/s. Ankita Dey & Associates, Company Secretary as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2023-24 in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report for the financial year F.Y. 2024-25 issued by M/s. Ankita Dey & Associates, Company Secretary is enclosed as Annexure VII to this report.

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Secretarial Auditor are as follows:

No adverse remarks made by the Secretarial Auditor

35. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors 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 Companies Act, 2013

36. DIRECTORS’ QUALIFICATION CERTIFICATE:

In terms of SEBI [LODR] Regulation 2015, a Certificate from M/s. Ankita Dey & Associates, Company Secretary stating that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority, appear as Annexure VI to this report

37. INTERNAL FINANCIAL CONTROLS:

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India [SSI and SS2] respectively relating to Meetings of the Board and its Committees which have mandatory application.

39. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of section 177[9] & [10] of the Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 ["Listing Regulations"], a Vigil Mechanism of the Company which also incorporate a whistle blower policy deals with instances of fraud and mismanagement, if any for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website of the Company at www.mehaitech.co.in

40. COST AUDITORS:

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are not applicable to the Company.

41. PREVENTION OF INSIDERTRADING:

During the year, the Company amended the Insider Trading Policy in line with the SEBI [Prohibition of Insider Trading] [Amendment] Regulations,2018. The Corporate Policy on Investor Relations was amended to make generic language updates. The amended policy is available on our website www.mehaitech.co.in

42. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of the ComDanv i.e. www.mehaitech.co.in

43. INDUSTRIAL RFLATIONS:

Your Company lays emphasis on commitment towards its human capital and recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year,

44. HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

45. LISTING OF SHARES:

The Equity Shares of the Company are listed on the main Board of Bombay Stock Exchange Limited. The Annual Listing fees for the year 2023-24 have been paid.

46. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

Your Company has framed a Policy of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women who are associated with die Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as on 31^st March, 2024. Details of the same are given in the website of the Company i.e. www.mehaitech.co.in

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIRSTATUS AT THE END OF THE FINANCIAL YEAR:

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 are not applicable to the Company.

48. 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:

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 are not applicable to the Company.

49. ACKNOWLEDGEMENT:

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the commitment and efforts put in by all the employees. And also record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors of MEHAI TECHNOLOGY LIMITED

Place: Kolk.Ua _SD/. _SD/.

Date: 24.05.2024 Jugal _{Kjshore B}h_agat Rekha Bhagat

(Managing Director) (Director)

DIN:02218545 DIN: 03564763