Directors Report of Hanman Fit Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their Tenth Annual Report on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2024

1. Financial summary or highlights/Performance of the Company:

The summarized results of your Company are given in the table below:

Amount in Lakhs.

Particulars	Last Year For the year ended March 31, 2024	Current Year For the year ended March 31, 2023
Total Income	19.85	38.19
Profit/ (loss) before Interest, Depreciation & Tax (EBITDA)	(19.36)	(14.49)
Finance Charges	0.02	0.03
Depreciation	35.48	22.32
Exceptional and Extra-Ordinary Items	59.34	--
Provision for Income Tax (including for earlier years)
- Current Tax		--
- Deferred T ax	(46.42)	--
Net Profit/(Loss) After Tax	66.55	(14.49)

The company would like to hereby declare that the company suffered from an operational loss in
the current financial year. However, due to exceptional items, there was a profit.

Business Review / State of the Company''s Affairs

There was no change in nature of the business of the Company during the year under review.

During the year, your Company earned total income of Rs. 19.85 Lakhs- and profit of Rs. 66.55
Lakhs for the year ended March 31, 2024.

2. Brief description of the Company''s working during the ear/State of Company''s affair

The Company is involved in the gymming business in India, committing itself in making India
Healthy and Fit. IV s USP providing world class gymming experience, facilitated by the professional
trainers.

3. Change in the nature of business,

There is no change in the nature of Business.

The Company got listed on BSE SME IPO Platform on October 21, 2014.

4. Transfer to Reserves:

During the year under review, there is no transfer to reserves.

5. Dividend

The Company did not recommend Dividend..

6. Share Capital

There was no change in the capital structure of the company

7. Directors and Key Managerial Personnel

The maximum tenure of Independent Directors is in compliance with the Act. All Independent
Directors have confirmed that they meet the criteria as mentioned under Regulation 25 of the SEBI
Regulations read with Section 149(6) of the Companies Act, 2013.

Mr. Divesh Shantaram Koli DIN 06620482 was appointed as Director w.e.f 30.09.2023

Mr. Shailendra Sudhakar Sawant DIN 10306962 was appointed as Director w.e.f 30.09.2023

Mr. Akshat Gupta, DIN 02265121 retired as managing director by rotation of the company w.e.f
30.09.2023. He did not re-appoint himself

Mr. Ankush Gupta DIN 02265108 retired as Whole time director by rotation w.e.f 30.09.2023. He did
not re-appoint himself

8. Corporate Governance

The Management Discussion and Analysis Report, capturing your Company''s performance,
industry trends provided in a separate section and forms an integral part of this report.

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability.
The goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate
Governance is critical to enhance and retaining investor trust.

9. Particulars of Employees

As required under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, information in respect
of employees of the Company is not given, as there were no employees drawing remuneration beyond
the prescribed limit under the above referred provisions.

10. Board Evaluation

In terms of provisions of the Companies Act, 2013 and Schedule II- Part D of Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well as the evaluation
of the working of its Audit and Nomination & Remuneration Committees

11. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee''s remuneration
and other details as required pursuant to Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. (As per Annexure 1)

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

C) Any director who is in receipt of any commission from the company and who is a Managing
Director or Whole-time Director of the Company shall receive any remuneration or commission from
any Holding Company or Subsidiary Company of such Company subject to its disclosure by the
Company in the Board''s Report.

D) The following disclosures shall be mentioned in the Board of Director''s report under the
heading "Corporate Governance", if any, attached to the financial statement: —

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options,
pension, etc., of all the directors;

(ii) Details of fixed component and performance linked incentives along with the performance criteria;

(iii) Service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the
period over which accrued and over which exercisable.

12. Details Of Subsidiaries Joint Ventures And Associate Companies

As on March 31, 2024, the Company had no subsidiary, joint ventures, and associate companies.

13. Holding Company

As on March 31, 2024, the Company was not a subsidiary of any company.

14. Statutory Auditors and Auditors’ Report

Due to casual vacancy due to resignation of previous Statutory Auditor M/s Jain Anil & Associates,
the company appointed M/s B.L DASHARDA & Associates, FRN: 112615W as Statutory Auditors
to conduct the audit on 15^th May, 2024. Their appointment shall be ratified in the upcoming EGM
The observations and comments given in the report of the Auditors read and notes to accounts are self¬
explanatory and hence do not call for any further information and explanation or comments under Section
134(3) (f) of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse
remark.

15. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Ms. Reena Modi., Practicing Company
Secretary has been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is
enclosed as Form No. MR-3 to this report. The report is self-explanatory and does not call for any further
comments.

16. Internal Audit & Controls:

The Company continues to engage Mis Himank Desai and Co., as its Internal Auditor. During the year. The
Company continued to implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and processes, and assessing the
internal control strengths in all areas. Internal Auditors findings are discussed with the process owners
and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve
efficiency in operations.

17. Policy:

During the year the Company formulated and adopted Codes under SEBI (Prohibition of Insider Trading)
Regulations, 2015, Whistle Blower Policy/Vigil Mechanism, Risk Management Policy and also formulated
and adopted Code of Independent directors and Code of for Board and Senior Management

18. Board of Directors

Category	No. of Directors
Non-Executive & Independent Directors including the Chairman	2
Other Non-Executive Directors	-
Executive Director (CEO & Managing Director)	2
Total	4

The Chairman of the Board is an Executive Director.

As required under Section 149(3) of the Companies Act, 2013 and Regulation 17 (1) of SEB1 (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Ms. Sanvedi Parag Rane (DIN:
08324137), a Woman Director, has been appointed as an Independent Director on the Board.

Other Relevant details of Directors

Name of Director	ate of itment and ^nation	Category	No. of Directorship (s) held in Indian public & private Limited Companies	Committee(s) position
				Member	Chairman
DIVESH SHANTARAM KOLI	30/09/2023	Director	1	2	0
SHAILENDRA SUDHAKAR SAWANT	30/09/2023	Director	1	1	0
VISHNU PRATAP DHANMAN DWIVEDI	18/06/2014	Independent Director	2	3	2
SANVEDI PARAG RANE	08/01/2019	Independent Director	4	3	1
AKSHAT ASHOK GUPTA	08/02/2013 30/09/2023	Managing Director	7	0	0
ANKUSH GUPTA	08/02/2013 30/09/2023	Whole-time Director	7	0	0

Board Meetings during the year

Dates on which the Board Meetings	Total Strength of the	No. of Directors
were held	Board	Present
30th May, 2023	4	4
04th September 2023	4	4

09th November, 2023	4	4
20th February, 2024	4	4

Name of Director		Attendance at the Board Meetings held on					Attendance at the AGM held on September 30, 2023
	Dates of Board Meeting		30th May, 2023	04th Septembe r 2023	09th November, 2023	20th Februar y, 2024
Mr. Ankush Gupta (DIN:02265108)			P	P	NA	NA	P
Mr. Vishnu Pratap Dhanman Dwivedi (DIN:02090054)			P	P	P	P	NP
Mr. Akshat Gupta (DIN: 02265121)			P	P	NA	NA	P
Ms. Sanvedi Parag Rane (DIN: 08324137)			P	P	P	P	NP
Mr. Divesh Shantaram Koli (DIN: 06620482)			NA	NA	P	P	P
Mr. Shailendra Sawant (DIN: 10306962)			NA	NA	P	P	P

COMMITTEES OF THE BOARD.

Audit Committee (mandatory committee)

The composition of the Audit Committee as at March 31, 2024 and details of the Members
participation at the Meetings of the Audit Committee are as under:

Name of Director	Category	Attendance at Audit ttee Meeting held
		30.05.2023	04.09.2023	09.11.2023	20.02.2024
DIVESH SHANTARA M KOLI	Executive Director	NA	NA	P	P
VISHNU PRATAP DHANMAN DWIVEDI	Independen t Director/ Chairman	P	P	P	P
SANVEDI PARAG RANE	Independen t Director	P	P	P	P
AKSHAT GUPTA	Managing Director	P	P	NA	NA

The Committee is governed by a Charter which is in line with the regulatory requirements mandated
by the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, some of the important functions performed by the Audit
Committee are:

a. the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

b. review and monitor the auditor''s independence and performance, and effectiveness of audit
process;

c. examination of the financial statement and the auditors'' report thereon;

d. approval or any subsequent modification of transactions of the company with related parties;

e. scrutiny of inter-corporate loans and investments;

f. valuation of undertakings or assets of the company, wherever it is necessary;

g. evaluation of internal financial controls and risk management systems;

h. monitoring the end use of funds raised through public and other related matters
Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details
of the Members participation at the Meetings of the Nomination and Remuneration Committee are
as under:

Name of Director	Category		Attendance at Audit Committee Meeting held
		30.05.2023	04.09.2023	09.11.2023	20.02.2024
DIVESH SHANTARAM KOLI	Executive Director	NA	NA	P	P
VISHNU PRATAP DHANMAN DWIVEDI	Independent Director	P	P	P	P
SANVEDI PARAG RANE	Independent Director/ Chairman	P	P	P	P
Ankush Gupta	Whole time Director	P	P	NA	NA

Stakeholders'' Relationship Committee (mandatory committee)

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing
Agreement, the Board has renamed the existing "Shareholders''/investors'' Grievance Committee" as
the "Stakeholders'' Relationship Committee".

Name of Director	Category	Attendance at Audit Committee Meeting held
		30.05.2023	04.09.2023	09.11.2023	20.02.2024
DIVESH	Executive	NA	NA	P	P
SHANTARAM	Director
KOLI
VISHNU	Independent	P	P	P	P
PRATAP	Director/
DHANMAN	Chairman
DWIVEDI
SANVEDI	Independent	P	P	P	P
PARAG RANE	Director
AKSHAT	Managing	P	P	NA	NA
GUPTA	Director

Details of Shareholders'' Complaints

Shareholders / Investors Complaints	No. of Complaints
Complaints as on April 01, 2023	0
Complaints received during 2023-24	0
Complaints not solved to the	0
satisfaction of shareholders
No. of Complaint pending as on	0
31.03.2024

19. Separate Meeting of Independent Directors

Separate meeting of Independent Directors of the Company without the attendance of Non¬
independent Directors and members of management was held on 20.02.2024 as required under
Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. At the Meeting, the Independent
Directors:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and
Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

• At the independent Directors were present at the Meeting.

20. General Both Meetings

Particulars of last three Annual General Meetings:

AGM	Year ended 31st March,	Venue	Date	Time	Special Resolutions Passed
3rd	2017	At the Registered Office	30/09/2017	11.00 a.m.
4th	2018	At the Registered Office	29/09/2018	11.00 a.m.
5th	2019	At the Registered Office	30/09/2019	11.00 a.m.
6th	2020	At the Registered Office	30/09/2020	11.30 a.m.
7th	2021	At the Registered Office	30/09/2021	11.30 a.m.	1
8th	2022	At the Registered Office	30/09/2022	11.30 a.m

9th

2023

At the Registered Office

30/09/2023

11:00 am

21. Extraordinary General Meeting (EGM)

During the year under review, there was no Extraordinary General Meeting.

22. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of the Company to which the
balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights,
depression in market value of investments, institution of cases by or against the company, sale or purchase
of capital assets or destruction of any assets etc.

23. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements.

The internal financial controls with reference to the Financial Statements are commensurate with the size
and nature of business of the Company.

24. Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year- NIL

(b) remained unpaid or unclaimed as at the end of the year-NIL

(c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-NIL

25. Contracts and Arrangements with Related Parties

During the year, the Company had not entered into any contract or arrangement with related parties which
could be considered ''material'' or which may have potential conflict with interest of the company at
large.

26. Conservation of Energy

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

(a) Conservation of energy:

(i)	the steps taken or impact on conservation of energy	NIL
(ii)	the steps taken by the company for utilizing alternate sources of energy	NIL
(iii)	the capital investment on energy conservation equipment’s	NIL

(b) Technology absorption:

(i)	the efforts made towards technology absorption	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
	(a) the details of technology imported	NIL
	(b) the year of import;	NIL
	(c) whether the technology been fully absorbed	NIL
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv)	the expenditure incurred on Research and Development	NIL

(c) Foreign exchange earnings and Outgo: The Company had no foreign exchange earnings and
outgo during the financial year.

27. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing
basis. A number of programs that provide focused people attention are currently underway. Your
Company thrust is on the promotion of talent internally through job rotation and job enlargement.

28. Directors'' Responsibility Statement

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013, shall state that—

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

(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 the financial year and of the loss of the company for
financial year ended March 31, 2024;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) 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,

(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.

29. Particulars of Loans Given, investments Made, Guarantees Given and Securities Provided.

The details of loans given, investments made, guarantees given and securities provided are given in
the Notes to the Financial Statements.

30. Corporate Social Responsibility (CSR)

The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 are not
applicable to your Company during the year under review.

31. Listing with Stock Exchanges:

The Company got listed on 21'' October, 2014 on SME Platform of Bombay Stock Exchange (BSE). The
Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to Bombay Stock
Exchange (BSE) where the Company''s Shares are listed.

32. Risk Management

The Company has formulated a Risk Management Policy. The Company for Risk Management
identifies, evaluates, analyses and prioritizes risks in order to address and minimize such risks. This
facilitates identifying high level risks and implement appropriate solutions for minimizing the
impact of such risks on the business of the Company.

33. Vigil Mechanism / Whistle Mower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management
instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of
conduct.

34. Familiarization Programme

The Company has formulated a Familiarization Programme for Independent Directors with an aim to
familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the Company, ..
to provide them with better understanding of the business and operations of the Company and so as
to enable than to contribute significantly to the Company.

35. Significant and material orders passed by the regulators

During the period under review, there were no significant and material orders passed by the
regulators. courts or tribunals that would impact going concern status of the Company and its future
operations.

36. Disclosure under 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the
Company has no women employee.

37. Details of Non Compliance by the Listed Company

BSE informed company that there were some non compliances pertaining to early years such as 2016
and 2017 etc for which the BSE levied penalty. The same has been paid by the company as on the date
of this report.

Details are mentioned in Annexure below

38. Acknowledgements

The Board records its appreciation of the commitment and support of the Employees at all levels and
the abundant co-operation and assistance received from the Bankers and valued customers during
the year under review and look forward for their total involvement.

On Behalf of the Board of Directors of For HANMAN FIT LIMITED

_Divesh Dⁱ9itau''^yc u^{i9ned by} , Digitally signed by

Uivesn DlV^esh S^hantaram Koll Shailendra Shailendra Sudhakar Sawant

Shantaram Koli ^D0^at2^e1^:™^₎^ Sudhakar Sawant^²⁰²⁴.⁰⁷.²² 20:28:20

DIVESH SHANTARAM KOLI SHAILENDRA SUDHAKAR SAWANT

DIN: 06620482 DIN: 10306962

Director Director

Date 22.07.2024
Place Mumbai