Your Directors have the pleasure of presenting their 15^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Standalone and Consolidated financial statements for the year ended March 31,2024 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Financial Summary as under:

[Amount in Lakhs

2. DIVIDEND

During the Year under review the Company has not declared any Dividend.

3. RESERVES AND SURPLUS

The balance of the Profit & Loss statement is ' 1038.91 Lakhs in the Financial Year under review.

The total reserves for the Financial Year 2023-2024 is ' 4922.48 Lakhs.

4. EXTRACT OF ANNUAL RETURN:

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of the annual return with the Board's Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board's report in accordance with sub section (3) of section 92 of the Companies Act, 2013.

The Annual return will be placed on the web link of the company viz., https://mos-world.com/investor-relations

5. SHARE CAPITAL

A. Authorized Capital

The company has not increased its authorized capital during the financial year under review.

B. Paid up share capital

The Company has increased its paid-up share capital as mentioned below during the period under review:

The total paid up share capital of the Company as on 31^st March, 2024 is ' 24,93,55,860 comprising of 2,49,35,586 Equity Shares of ' 10/- each.

6. BUSINESS OUTLOOK

Our company have undertaken a significant hiring drive across India, starting in April. We have strategically recruited field staff and telesales teams to accelerate our franchisee onboarding process. Through this nationwide hiring initiative, we will expand our workforce and strengthen our presence across the country, enabling us to serve our customers better and capture new opportunities. To further enhance customer engagement and loyalty, we have introduced innovative marketing strategies, including the implementation of loyalty programs. These programs are designed to reward our valued customers for their continued trust and support. By offering exclusive personalized bonuses and incentives, we aim to foster longterm relationships, increase customer satisfaction, and drive customer advocacy. Our marketing team has been diligently working on implementing these strategies, ensuring their effectiveness and resonance with our target audience.

7. THE CHANGE IN THE NATURE OF BUSINESS

No change in the nature of business activities during the year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the ends of the Financial Year of the Company i.e., 31^st March, 2024.

9. MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR

The material events occurred during financial year is as follows:

i. Subsequent to filing of Draft Red Herring Prospectus and Red Herring Prospectus the company filed Prospectus on 10^th April 2023.

ii. Further, the Company got listed on NSE - SME Emerge platform on 18^th April, 2023.

iii. The company has incorporated a new company named MOS LOGCONNECT PRIVATE LIMITED and holds 61% stake in the said company. Therefore, the said company is now the Subsidiary of MOS Utility Limited.

iv. Change in designation of Mr. Chirag Shah from Chief Executive Officer to Additional Executive Director of the company w.e.f. 1^st June, 2023. Further, he got regularized as Executive Director of the Company in the Annual General Meeting dated 2^nd August, 2023.

v. Appointment of Mr. Jignesh Juthani as a Chief Executive Officer of the company w.e.f 1^st June, 2023.

vi. The company has acquired shares of a company named INDICORE INFOCOMM PRIVATE LIMITED and holds 51% stake in the said company. Therefore, the said company is now the Subsidiary of MOS Utility Limited.

vii. Resignation of Mr. Aladiyan Manickam, Independent Director of the Company with effect from 22^nd January, 2024.

viii. Appointment of Ms. Heena Jaysinghani as Additional Independent director with effect from 22^nd January, 2024.

ix. The company has acquired shares of a company named JC VENTURES PRIVATE LIMITED and holds 51% stake in the said company. Therefore, the said company is now the Subsidiary of MOS Utility Limited.

10. MATERIAL EVENTS OCCURRED AFTER END OF FINANCIAL YEAR

The material events that occurred after the end of financial year is as follow:

i. Appointment of Mr. Sunil Kulkarni as an Independent Director with effect from 12^th April, 2024 for the term of 5 years (Five Years) with effect from 12^th April, 2024 to 1^st April 2029.

ii. Regularization of Ms. Heena Jaysinghani as an Independent director in the Extra Ordinary General Meeting dated 8^th May 2024.

iii. Increase in Authorised Capital and the Alteration of Capital Clause in the Memorandum of Association of the company.

An application for in-principal approval has been submitted to the National Stock Exchange (NSE) to offer, issue, and allot equity shares (other than cash) and convertible warrants on a preferential basis. We are currently awaiting approval from NSE.

iv. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL A. BOARD DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024 the following Directors and KMPs are acting on the Board of the Company:

Following are the changes in the composition of the Board of Directors during the year.

a. Appointments:

• Mr. Jignesh Juthani was appointed as a Chief Executive Officer of the company with effect from 1^st June, 2023.

• Mr. Chirag Dineshhai Shah, was appointed as an Additional Executive Director with effect from 1^st June, 2023.

• Ms. Heena Jaysinghani, Independent Director of the company, was appointed on 22^nd January, 2024 for the term of 5 years (Five Years) with effect from 22^nd January, 2024 to 22^nd January 2029.

b. Resignations:

• Mr. Aladiyan Manickam resigned from the post of Independent Director of the company with effect from 22^nd January, 2024.

Pursuant to the provisions of section 152 of the Act, Mr. Ravi Natvarlal Ruparelia (09091603), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Profile and other information of Mr. Ravi Ruparelia as required under Regulation 26, Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual General Meeting.

No Independent Director was due to be re-appointed during the year.

B. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received the following declarations from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.

• In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

• In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

• None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

11. BOARD MEETINGS

A calendar of Meetings were prepared and circulated in advance to the Directors.

9 (nine) Board Meetings were held during the financial year ended 31^st March, 2024. The maximum gap between two consecutive meetings was not more than one hundred and twenty days.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

The details of which are as follows:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. COMMITTEES OF THE BOARD

There are currently three committees of the Board, as follows:

A. Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process. The composition of the Committee is as under:

During the Financial Year 3 (Three) Meetings of the Audit Committee were held on 30^th May 2023, 9^th November 2023 and 7^th February, 2024.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee

The composition of the Committee constituted as under:

During the Financial Year 3 (Three) Meeting of the Nomination and Remuneration Committee were held on 30^th May 2023, 23^rd June 2023, 7^th February 2024.

In terms of the applicable provisions of the act, read with the rules framed thereunder and the SEBI Regulations, the Board has placed a policy for appointment, removal and remuneration of Directors, Key Managerial Personnel and Senior Managerial personnel and also on Board diversity, succession planning and Evaluation of Directors. The remuneration paid to the Directors, KMP of the company are as per the terms laid down under the NRC Policy of the company.

C. Stakeholders Relationship Committee

The composition of the Committee constituted is under;

1 (one) Stakeholders Relationship Committee meeting was held during the reporting Financial Year on 7^th February, 2024.

13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its all Committees. The Board's functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The same has been placed on the website of the company on https://mos-world.com/investor-relations

15. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

16. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS

Mathia& Co., Chartered Accountant, (FRN: 126504W) is appointed as Statutory Auditors ofthe Company from the conclusion of the Annual GeneralMeeting [AGM] heldin theyear 2021 tilltheconclusion of the Annual General Meeting to be held in the year 2026.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board has duly examined the Statutory Auditor' sreport on accounts which is self- explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and the Rules made there under, M/S Shah & Santoki Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2023-24.

The Secretarial Auditors have submitted their report, confirming compliance by the Company with all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure - I to this report.

INTERNAL AUDITOR

The Company appointed Shailesh R & Co, Chartered Accountant Firm, as the Internal Auditor of the Company for the financial year ended 2023-24.

17. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with di erential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

18. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

19. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings

20. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SH Act"). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No complaint was received from any employees of the Company or otherwise during the financial year 2023-2024 and hence no complaint is outstanding as on 31^st March 2024 for redressal.

21. VIGIL MECHANISM

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

22. RISK MANAGEMENT:

All material Risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis

23. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal control system is commensurate to the size, scale and complexities of its operations.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 20232024 with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company has not entered into any contract or arrangement or transaction with related parties as per section 188(1) of the Act, which could be considered a material transaction and all the related party transactions entered by the company during the financial year were at arm's length basis and in the ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.

Disclosure related to contracts/arrangements with related parties are as per AOC 2 - (Annexure II)

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS Conservation of energy, technology absorption, foreign exchange earnings and outgo are NIL during the year.

27. INDUSTRIAL RELATIONS

During the year under review, your Company maintained cordial relationships with employees at all levels.

28. LISTING WITH STOCK EXCHANGES

As on the date of this report, the Company has its Equity Shares listed on the SME platform at the National Stock Exchange.

29. DETAILS WITH REFERENCE TO SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

In accordance with the Companies Act, 2013, and the relevant rules, we provide the following details regarding our Subsidiary, Joint Venture, and Associate Companies for the financial year:

I. Subsidiaries:

MOS Logconnect Private Limited: It is our subsidiary, we have 61% Stake in MOS Logconnect Private Limited.

Indicore Infocomm Private Limited: We have fifty one percent stake in Indicore Infocomm Private Limited.

JC Ventures Private Limited: It is our subsidiary, we have 51% Stake in JC Ventures Private Limited.

II. Joint Ventures:

Our Company does not have any Joint Ventures in the financial year under review.

III. Associate Companies:

Our Company does not have any Joint Ventures in the financial year under review.

According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiaries are prepared in accordance with the relevant Indian Accounting Standard specified under the Act, and the rules thereunder and form part of this Annual Report. A statement containing the salient features of the financial statements of the Company's subsidiaries, joint ventures, and associates in Form No. AOC-1 is given in this Annual Report as Annexure III

Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company, on https://mos-world.com/investor-relations. The details of the business of key operating subsidiaries during FY 2023-24 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

32. LOANS / GUARANTEES OR INVESTMENTS UNDER PROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013

Following are the details of Loans or Investment by the Company during the FY 2023-2024:

33. DISCLOSURE UNDER SECTION 135 OF THE COMPANIES ACT, 2013:

Based on the financials of the year 2022-2023, the provisions under Section 135 of the Companies Act, 2013 were not applicable for the financial year under review.

Note: "During the financial year under review, Section 135 of the Companies Act, 2013 was not applicable to our company. However, according to the financials of this year i.e., FY 23-24, Section 135 of the Companies Act, 2013 will be applicable to us starting next year i.e., FY 24-25."

34. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not accepted deposits covered under Chapter V of the Act;

2. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the company's operations in future.

3. Since the Company's securities are listed on EMERGE SME Platform of NSE, 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.

4. There are no employees who are in receipt of salary in excess of the limits prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as (Annexure III). ACKNOWLEDGMENT

Your Directors place on 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.

By Order of the Board of Directors For MOS Utility Limited

SD/-

Place : Mumbai Chirag Shah

Date : 30/08/2024 Chairman

DIN: 01787586