Directors Report of Madhuveer Com 18 Network Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 29^th Annual Report on the business and operations of the
Company together with its Audited Accounts for the year ended March 31, 2025. The Management Discussion
and Analysis is also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2025 are as under:

Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Gross Sales/Income	232.82	423.36	439.23	485.05
Less Depreciation	10.64	1.10	122.93	93.64
Profit/(Loss) before Tax	129.58	368.00	(56.29)	296.98
Taxes/Deferred Taxes	29.92	92.61	109.65	63.29
Profit/(Loss) After Taxes	99.66	275.35	(165.95)	233.69
P& L Balance b/f	99.66	275.35	(165.95)	233.69
Profit/ (Loss) carried to Balance Sheet	99.66	2.58	715.00	880.94

2. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPAÂ¬
NYâS AFFAIR:

During the year under review the Standalone total income was Rs.232.82/- Lacs as compared to Rs.423.36/- Lacs
of the previous Year 2023-24. The Company has provided Rs.10.64/- Lacs for depreciation. After making all
necessary provisions for current year and after taking into account the current year net profit and total provisions
for taxation, the surplus carried to Balance Sheet is Rs.99.66/- Lacs. The Promoters, Board of Directors and entire
management team are putting their stern effort to achieve targeted turnover in the segment of infrastructure
projects.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Entertainment, Produce buy and Sell of Films, Event Management.
There was no change in the nature of the business of the Company during the year under review.

4. CHANGE OF NAME:

During the year the company has not changed its name.

5. FINANCE:

The Company has not borrowed loan from any Bank during the year under review.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2025 was Rs.24,48,07,000/-.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the Company has made allotment of 1,50,00,000 through conversion of warrants

into shares on 01^st June, 2024. The new equity shares issued by the company shall rank Pari-passu with the
existing shares of the company.

Further, during the year the Company has increased authorized share capital of the Company from
Rs.25,00,00,000/- (Rupees Twenty five Crores) divided into 2,50,00,000 (Two crore fifty lakhs ) Equity Shares of
Rs.10/- each to Rs.36,00,00,000/- (Rupees Thirty Six Crores) comprising of 3,60,00,000 (Three Crore Sixty Lacs)
Equity Shares of Rs.10/- each. with the approval shareholders via extra ordinary general meeting dated September
04, 2024. Further the Company has issued 1,00,00,000 Warrants convertible into Equity Shares on preferential
basis to the persons belonging to promoter, promoter group and non-promoters of the Company with the approval
shareholders via extra ordinary general meeting dated September 04, 2024 and approval for the same granted by
BSE limited w.e.f. October 25, 2024.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.

7. UTILIZATION IN THE PROCEEDS OF PREFERENTIAL ISSUE

Details of amount utilized from convertible warrants till March 31, 2025 is as follows:

Total issue size of Convertible Warrants (Rs.)	Amount received per warrant	Amount utilized	Date of Raising Fund	deviation/ variation
Rs.40 Crores	Rs.40/- each	Rs.40 Crores	05-08-2022	Nil

8. DIVIDEND:

The Board of Director of the company has recommended final dividend of 0.5% Rs.0.05 per equity share of
Rs.10/- each face value for the financial year 2024-25, subject to the approval of shareholders in the ensuing 29^thAnnual General Meeting.

9. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

Pursuant to provisions of Companies Act, 2013, following Companies are the Wholly Owned Subsidiary
Company of the Company:

Sr. No.	Name of the Company	CIN	% of Shareholding
1	Sakshi Barter Private Limited	U51909GJ2011PTC077317	99.99
2	Navkar Events Private Limited	U92120GJ2014PTC079992	99.99
3	Jojo Global Inc.	--	100.00
4	Jojo Studios Private Limited	U59111GJ2024PTC157361	99.99
5	Premier Adsworld Private Limited	U73100GJ2024PTC15 7422	99.99

Disclosures related to the particulars of the Associate Company, as required under sub-section (3) of Section 129
read with rule 5 of Companies (Accounts) Rules, 2014, has been made in form AOC-1 and the same is annexed to
this report as Annexure-A. Further, The Company does not have any other subsidiary or joint venture Company..

10. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Dhruvin Shah¹	Chairman and Managing Director
Mr. Raj Shah@	Whole-time Director
Mr. Punitkumar Bhavsar	Chief Financial Officer and Executive Director^A
Ms. Shruti Sharma#	Company Secretary & Compliance officer
Mr. Kalpan Sheth$	Manaaina Director

*appointed as Additional Director and Managing Director w.e.f. 26 April, 2024 and regularized appointment
as Managing Director in the Annual General Meeting held on 24^th October, 2024.

^#with effect from 23^rd October, 2024

@appointed as Whole-time Director of the Company w.e.f. 26th February, 2025for 3 years.

$resignedw.e.f. 26^th April, 2024

^Aresigned from the post of Executive Director w.e.f. 26^th April, 2024

b) Director:

The following are the Director of the Company.

Mrs. Manorama Jitendra Shah	Non-Executive-Independent Director
Mr. Dipankar Bhuvneshwar Mahto	Non-Executive-Independent Director
Mr. Sagar Samir Shah#	Non-Executive - Non Independent Director
Mrs. Sonal Gandhi¹	Non-Executive-Independent Director¹
Mr. Sarjeevan Singh¹	Non-Executive-Independent Director¹
Mr. Jitendra Shah@

^#appointed as Additional Director w.e.f. 26^th April, 2024 and regularized appointment as Executive Director in
the Annual General Meeting held on 24^th October, 2024.

*Appointedas additional director (non-executive independent) w.e.f. 26^th February, 2025.

@resignedw.e.f. 26^thApril, 2024

c) Appointment/Re-appointment:

â¢ Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act,
2013, Mr. Dhruvin Shah (DIN: 08801616), Managing Director of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for reÂ¬
appointment.

Name and Designation	Date of Appointment	Date of Resignation
Mr. Dhruvin Shah, Managing Director	26/04/2024	â
Mr. Sagar Shah, Director	26/04/2024	--
Mr. Jitendra Shah, Director	--	26/04/2024
Mr. Punitkumar Bhavsar, Director	--	26/04/2024
Mr. Kalpan Sheth, Managing Director	--	26/04/2024
Ms. Divya Rathi, Company Secretary	--	24/05/2024
Ms. Himani Vora, Company Secretary	24/05/2024	--
Ms. Himani Vora, Company Secretary	--	30/09/2024
Ms. Shruti Sharma, Company Secretary	23/10/2024	--

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on
the Companyâs Website i.e. www.mcom18.com

11. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return
of the Company for the Financial Year ended on 31^st March 2025 in Form MGT-7 is uploaded on website of
the Company and can be accessed at www .mcom 18. com

12. INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year
under review forms part of the Report on Corporate Governance.

13. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met Sixteen times (16). The details of the board meetings are provided in
Corporate Governance Report.

26/04/2024	24/05/2024	28/05/2024	01/06/2024
21/06/2024	29/06/2024	02/07/2024	17/07/2024
14/08/2024	05/09/2024	16/10/2024	23/10/2024
13/11/2024	11/02/2025	26/02/2025	29/03/2025

14. DIRECTORSâ RESPONSIBILITY STATEMENT:

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

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

b. That such accounting policies have been selected and applied consistently and judgment and estimates
have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

15. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2025. This is also being supported
by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial
year ended March 31, 2025.

16. BOARDâS COMMENT ON THE AUDITORSâ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for
any further comments under section 134(3)(f) of the Companies Act, 2013.

17. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 (âthe Actâ), and the Companies (Audit and Auditors)
Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/S. Shah Sanghvi and
Associates, Chartered Accountants, (FRN.- 140107W), has been appointed, confirmed and ratified as the
Statutory Auditors of the Company for the financial year 2025- 26, in place of retiring auditor due to
completion of term, to hold office from the conclusion of this 29th Annual General Meeting until the
conclusion of the 34^th Annual General Meeting, duly recommended by the Audit Committee of the
Company.

Further, M/S. Shah Sanghvi and Associates, Chartered Accountants, (FRN.- 140107W), is required to
appoint as the Statutory Auditors of the Company, for the term of 5 years from the conclusion of this 29^thAnnual General Meeting until the conclusion of the 34^th Annual General Meeting to be held in the year
2030 on such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by
the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and
the Statutory Auditors from time to time.

Consent of the Members is being sought to confirm and approve appointment of M/S. Shah Sanghvi and
Associates, Chartered Accountants, (FRN: 140107W) as statutory auditors of the Company.

Except the above, none of other Directors or Key Managerial Personnel of the Company including their
relatives, except to the extent of their respective shareholdings in the Company, in any way, financially or
otherwise, is interested or concerned in this resolution.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Rupal Patel,
Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as âAnnexure -Bâ.

Reply for qualification Remark in Secretarial Audit Report:

1. The Board of Directors has published Quarterly and Yearly Audited/ Unaudited Financial Results in
newspaper as to implement this observation.

2. The Company is committed to timely disclosure of financial results as per the requirement.

3. Although company has not published/advertised the financial result Financial Year 2024-2025 under
review in the newspaper. However, the same was uploaded on the company website as well as BSE Portal.

18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your companyâs operating framework. Your company believes that managing
risk helps in maximizing returns. The companyâs approach to addressing business risk is comprehensive and
includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such
risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some
of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company
proactively manages these risks through forward booking, Inventory management and proactive vendor
development practices. The Companyâs reputation for quality, product differentiation and service, coupled with
existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk
on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The
company is mitigating these risks through regular review of legal compliances carried out through internal as
well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various
measures including rolling out strategic talent management system, training and integration of learning and
development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the
company. However, the company has well-defined processes and procedures for obtaining approvals for
investments in new business and capacity expansion etc.

19. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the
balance amount of Rs.99.66/- lacs has been carried forward to profit & loss account.

20. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue
deposits as at March 31, 2025.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with its related parties during the year were in ordinary course of
business and on armâs length basis and in compliance of the provisions of Section 177 read with Section 188 of
the Act.

During FY 2024-25, the Company had not entered into any arrangement/transaction with related parties which
could be considered material as stipulated under the provisions Section 188(1) of the Act read with relevant
rules made thereunder and accordingly, no information is required to be given in the prescribed form AOC-2.

Further, the details of the related party transactions as per IND-AS 24 are set out in Notes to the Standalone
Financial Statements of the Company.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The Company has received order for extension of conducting Annual General Meeting by the Registrar of
Companies, Gujarat, vide its Order dated September 02, 2024. There are no other significant material orders
passed by the Regulators /Courts which would impact the going concern status of the Company and its future
operations.

24. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending (except the previous years which was already disclosed) under the Insolvency and
Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts

25. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans from the Bank or Financial
Institutions

26. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (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, Nomination &
Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

27. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the
Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the
said provisions are not applicable to the Company during the year under review.

28. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will
adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement
business strategies, the manner in which the company operates and reputation as âRisksâ. Further such Risks are
categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to
identify, evaluate, manage and monitoring all the three types of risks.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. During the year under review, the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce system of self-certification by all the
process owners to ensure that internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and its subsidiaries. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements
during the year under review.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance
Report and also posted on the website of the Company.

32. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere
appreciation of the devoted efforts of all employees in advancing the Companyâs vision and strategy to deliver
good performance.

33. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

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. The Remuneration Policy
is stated in the Corporate Governance Report and is also available on the Companyâs website at
www.mcom18.com

34. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A
report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate
Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory
requirements are given as an âAnnexure C & Dâ respectively to this report.

Y our Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure
that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditorâs
Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part
of the Annual Report.

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

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts)
Rules, 2014, is nil.

36. 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:

There are no material changes and commitments, affecting the financial position of the Company which has
occurred between the end of financial year as on 31^st March, 2025 and the date of Directorâs Report.

37. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as âAnnexure- Eâ to the Boardâs report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and
Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year
or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. Hence, no information is required to be

furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2024-25, the company has not received any complaints on sexual harassment and
hence no complaints remain pending as of March 31, 2025.

39. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support such as
nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering
an inclusive and supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

40. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company
secretaries of India relating to âMeetings of the Board of Directorsâ and General Meetingsâ and âReport of the
Board of Directorsâ respectively, have been duly followed by the Company.

41. ACKNOWLEDGMENT:

Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.

Date: 03/09/2025 By Order of the Board of Directors

Place: Ahmedabad For Madhuveer Com 18 Network Limited

Sd/- Sd/- Sd/-

Dhruvin Shah Manorama Shah Shruti Sharma

Managing Director Director Company Secretary

DIN: 08801616 DIN: 07108562

Appointment of Mrs. Sonal Gandhi and Mr. Sarjeevan Singh as an additional director (non-executive
independent) w.e.f. 26^th February, 2025.

d) Changes in Directors and Key Managerial Personnel:

During the year, the following changes occurred in the Composition of Board Directors due to Appointments
and Resignations of several Directors and KMP:

Mar 31, 2024

The Directorsâ present the Annual report on the business and operations of your Company for the year 2023-24.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Amount in Lacs)
	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Gross Sales/Income	423.36	13.32	692.09	14.90
Less Depreciation	1.10	0.44	93.64	0.44
Profit/(Loss) before Tax	368.00	1.35	296.98	1.50
Taxes/Deferred Taxes	92.65	0.34	63.29	0.38
Profit/(Loss) After Taxes	275.35	1.01	233.69	1.12
P& L Balance b/f	2.58	(272.77)	880.94	(270.20)

2) BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR:

During the year under review the total Income is substantially increased to Rs. 423.36 Lacs as compared to Rs. 13.32 lakhs during the previous financial year. Accordingly profit after tax for the current year is also substantially increased to Rs. 275.35 as compared to Rs. 1.01 lakh for the previous financial year. Your Directors are hopeful for better results in the upcoming financial years.

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Entertainment, Produce buy and Sell of Films, Event Management. There was no change in the nature of the business of the Company during the year under review.

4) DIVIDEND:

The Board of Director of the Company has recommended final dividend of Rs.0.05 paise per equity share i.e. 0.5% on face value of equity share of Rs. 10/- each, subject to the approval of shareholders in the ensuing 28^th Annual General Meeting

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any amount which required to be transferred to the Investor Educationand Protection Fund (IEPF).

6) TRANSFER TO RESERVES:

During the year under review Company has not transferred any amount to General Reserves.

7) CHANGES IN SHARE CAPITAL:

During the year under review the Authorised Share Capital of the Company is increased to Rs. 25,00,00,000/-and the paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs 94,80,700/-. However, during the year Mr. Dhruvin Shah and Mr. Sagar Shah (Acquirers) along with Ms. Sheetal Shah (Person Acting in Concert) had decided to acquire 61,62,455 (representing 65%) equity shares at a price of Rs. 10/- per equity

share through open offer and acquired 57,43,926 (representing 60.59%) equity shares of the Company. Thereby reclassified themselves as promoters of the Company replacing the earlier promoters.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

8) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during the year under review.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.

10) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Pursuant to provisions of Companies Act, 2013, Sakshi Barter Private Limited and Navkar Events Private Limited are the Wholly Owned Subsidiary Companies of the Company.

Disclosures related to the particulars of the Subsidiary Companies, as required under sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014, has been made in form AOC-1 and the same is annexed to this report as Annexure-A and Annexure-B Respectively.

Further, the Company does not have any other subsidiary, associate or joint venture Company.

11) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Key Managerial Personnel:

	The following are the Key Managerial Personnel (âKMPâ) of the Company as on March 31, 2024
	Mr. Kalpan Sheth		Managing Director
	Mr. Punitkumar Bhavsar		Chief Financial Officer
	Ms. Divya Rathi		Company Secretary
b)	Director: The following are the Directors of the Company as on March 31, 2024.
	Ms. Manorama Shah	Independent Director
	Mr. Dipankar Mahto	Independent Director
	Mr. Jitendra Shah	Independent Director
	Mr. Punitkumar Bhavsar	Non-Executive Director

c) Changes in Directors and KMP:

During the year, there were no changes occurred in the Directorship and KMP of the Company.

However, after closure of the financial year the following changes occurred in the Composition of Board Directors and KMP:

Resignations:

Mr. Kalpan Sheth resigned as a Managing Director of the Company w.e.f. April 26, 2024.

Mr. Jitendra Shah has resigned as a Director of the Company w.e.f. April 26, 2024.

Mr. Punit Bhavsar has resigned as a Director of the Company w.e.f. April 26, 2024.

Ms. Divya Rathi has resigned as a Company Secretary of the Company w.e.f. June 29, 2024

Appointments:

Mr. Dhruvin Shah was appointed as an Additional Director of the Company w.e.f. April 26, 2024 Mr. Dhruvin Shah was appointed as a Managing Director of the Company w.e.f. April 26, 2024 Mr. Sagar Shah was appointed as an Additional Non-Executive Director of the Company w.e.f. April 26, 2024

Ms. Himani Vora was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. May 24, 2024.

12) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the year 2023-24, 09 (Nine) Board Meetings were convened and duly held on:

1	2		3	4		5
21.04.2023	27.04.2023		12.08.2023	15.09.2023		25.09.2023
6	7		8	9
09.11.2023	27.11.2023		30.11.2023	12.02.2024
The Board of Directors of the Company were present at the following Board Meeting held during the year under review:
Name of Director		No of Board Meeting Held during the period when the Director was on the Board			Meetings attended	Attendance
Mr. Kalpan Sheth		9			9	Yes
Mr. Punitkumar Bhavsar		9			9	Yes
Mr. Jitendra Shah		9			9	Yes
Mrs. Manorama Shah		9			9	Yes
Mr. Dipankar Mahto		9			9	Yes

Independent Director Meeting:

A separate Meeting of Independent Directors of the Company was held on 28^th March, 2024.

13) PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to this notice convening Twenty Eighth Annual General Meeting.

14) DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www. mcom 18. com

15) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), 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, Nomination and Remuneration Committees.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

16) PARTICULARS OF EMPLOYEES& EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as âAnnexure-Câ to the Boardâs report.

None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing the names of top ten employees will be made available on request sent to the Company on [email protected]

17) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companyâs vision and strategy to deliver good performance.

18) CHANGE OF NAME:

The Company has not changed its name during the year under review.

19) STATUTORY AUDITORS:

In accordance with the provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (âthe Actâ), M/s Maak & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30^th September, 2021 for a term of 5 years i.e. to hold office upto the AGM for the financial year 2025-26. Accordingly they will hold the office upto AGM to be held for the financial year 2025-26.

20) COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, since, provisions of the cost audit is not applicable to the Company.

21) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure -Dâ.

Further the Secretarial Auditor of the Company has raised qualifications in her Secretarial Auditorâs Report for the financial year ended on 31^st March, 2024:

a. During the year under review, 100% promoters holding were not in demat form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which has been dealt with at the time of filing and completion of acquisition process through open offer by the new promoters of the Company.

b. The Company has not updated the details on website of the company in compliance with the regulation 46 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 during under review:

c. The Minutes & attendance sheet of the meetings, Statutory Registers of the company are not properly maintained in accordance with the provisions of the Companies Act, 2013 and Secretarial standard -1 as amended from time to time under review.

d. The company has not filed MSME-1 for declaration of outstanding dues by a company to the MSME suppliers.

22) RESPONSE TO AUDITORâS REMARKS:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

Reply for qualification Remark in Secretarial Audit Report:

The Board of Directors of the Company have taken note of the observations and qualifications raised by Secretarial Auditor in their Secretarial Audit Report and initiated the actions to make compliances in these matters. However, future compliances are ensured in this matter.

23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of selfcertification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

24) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 (Three) Members as well as those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

During the year under review, 5 (Five) meetings of the committee were held 21/04/2023, 27/04/2023, 12/08/2023, 09/11/2023 and 12/02/2024. The composition of committee and attendance at its meetings is given below:

Sr. No.	Name	Position	Category	Number of meeting Attend
1	Mrs. Manorama Shah	Chairman	Non-Executive Independent Director	5
2	Mr. Dipankar Mahto	Member	Non-Executive Independent Director	5
3	Mr. Jitendra Shah	Member	Non-Executive Independent Director	5
4	Mr. Punitkumar Bhavsar	Member	Executive Director and CFO	5
5	Mr. Kalpan Sheth (Chairman of the Company)	Member	Managing Director	5

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

25) VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The VigilMechanism Policy has been uploaded on the website of the Company i.e. www.mcom18.com

No personnel have been denied access to the Audit Committee. As of March 31, 2024, no Protected Disclosures have been received under this policy.

26) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Companyâs policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 4 (Four) members. During the year under review, 01 (one) meeting of the committee was held 21/04/2023. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:

Sr. No.	Name	Position	Category	Number of meeting Attend
1	Mrs. Manorama Shah	Chairperson	Non-Executive Independent Director	1
2	Mr. Dipankar Mahto	Member	Non-Executive Independent Director	1
3	Mr. Jitendra Shah	Member	Non-Executive Independent Director	1
4	Mr. Kalpan sheth (Chairman of the Company)	Member	Managing Director	1

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is also available on the Companyâs website at www. mcom 18. com

27) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 5 (Five) members. During the year under review, 2 (Two) meetings of the committee were held 21/04/2023 and 12/08/2023. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

Sr. No.	Name of members	Position	Category	Number of Meeting attended
1	Mrs. Manorama Shah	Chairperson	Non-Executive Independent Director	2
2	Mr. Jitendra Shah	Member	Non-Executive Independent Director	2
3	Mr. Dipankar Mahto	Member	Non-Executive Independent Director	2
4.	Mr. Punit Kumar Bhavsar	Member	Executive Director	2
5.	Mr. Kalpan Sheth (Chairman of the Company)	Member	Managing Director	2

The status of shareholdersâ complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on 31^st March, 2024 is given below):

Complaints Status: 01.04.2023 to 31.03.2024
Number of complaints received so far	0

Number of complaints not solved to the satisfaction of shareholders	0
Number of pending complaints	0

Compliance Officer:

During the year ended on March 31, 2024, Ms. Divya Rathi, was Compliance Officer of the Company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc. However, after closure of financial year Ms. Himani Vora is appointed as a Company Secretary and Compliance Officer of the Company w.e.f. May 24, 2024.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and shares:	Share Transfer agent of the Company for dematerialization of
Name :	MCS Share Transfer Services
Address :	101, Shatdal Complex,1st Floor, Opp.Bata Show Room, Ashram Rd, Shreyas Colony, Ahmedabad, Gujarat 380009
Tel :	079- 26580461/62
Fax :	044-2846 0390
Email :	[email protected]

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

Your Company has not engaged in any manufacturing activities during the year under review and hence the Directors have nothing to Report on ''Conservation of Energy'' and ''Technology Absorption'' as required to be given.

Foreign Exchange Earnings is Nil and Foreign Exchange Outgo amounts to Rs. Nil during the year under review.

29) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your companyâs operating framework. Your company believes that managing risk helps in maximizing returns. The companyâs approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks:

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Companyâs reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks:

The Company is exposed to risks attached to various statues and regulations including the

company Act. The company is mitigating these risks through regular review of legal compliances carried outthrough internal as well as external compliance audits.

Human Resources Risks:

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks:

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

30) ANNUAL RETURN:

The Annual Return of the Company for the Financial Year 2023-24 pursuant to Section 92(3) of the Companies Act, 2013 is available on website of the Company and web link of the same is https://www.mcom 18.com/annualreports.php

31) 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:

There are no material changes and commitments except as mentioned above, affecting the financial position of the Company which has occurred between the end of financial year as on 31^st March, 2024 and the date of Directorâs Report i.e. 05.09.2024.

32) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the year under review.

33) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

34) DETAILS OF ONE TIME SETTLEMENT AND VALUATION THEREOF

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions and hence no 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.

35) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

36) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with its related parties during the year, were approved by the Audit Committee of the Company and the same were in ordinary course of business and on armâs length basis and in compliance of the provisions of Section 177 read with

Section 188 of the Act.

However, during financial year Company has not entered into any transaction or contract or arrangements with related parties in terms 188(1) of the Companies Act, 2013 and therefore no need to disclose the same in Form No. AOC-2.

Further, the details of the related party transactions as per IND-AS 24 are set out in Notes to the Standalone Financial Statements of the Company.

37) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are not applicable.

38) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

39) CORPORATE GOVERNANCE:

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15^th September, 2014, (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following class of companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from the date on which the provisions became applicable to the company.

Accordingly, it may be noted that the paid-up share capital of the Company is below Rs. 10 crore and Net Worth of the Company has not exceeded Rs.25 crore, as on 31^st March, 2024 and hence Corporate Governance is not applicable to the Company.

40) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, forms part of this Report and the same is annexed as âAnnexure-Eâ.

41) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March, 2024.

42) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company during the year under review

43) DIRECTORSâ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations

obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates had been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

44) SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-2024, the Company has not received any complaints on sexual harassment.

45) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directorsâ and General Meetingsâ, respectively, have been duly followed by the Company.

46) LISTING WITH STOCK EXCHANGES:

The Company has taken note about payment of the Annual Listing Fees for the year 2023-2024 to BSE where the Companyâs Shares are listed.

47) WEBSITE OF YOUR COMPANY

Your Company maintains a website www.mcom18.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

48) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. âCode of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insidersâ and âCode of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Informationâ has been framed and adopted. The Code requires preclearance for dealing in the Companyâs shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

49) ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2015

Dear Members,

The Directors' present the Annual report on the business and operations of your Company for the year 2014-2015.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2015 31.03.2014 (Rs.) (Rs.)

Gross Sales/Income 2,01,000 4,99,000

Less Depreciation NIL NIL

Profit/(Loss) before Tax (1,83,531) (87,746)

Taxes/Deferred Taxes NIL NIL

Profit/(Loss) After Taxes (1,83,531) (87,746)

P& L Balance b/f (33,042,398) (3,29,54,652)

Profit/ (Loss) carried to (33,225,929) (3,30,42,398) Balance Sheet

During the year under review the total income was Rs. 2,01,000 as compared to Rs. 4,99,000 of that of the previous Year. After making all necessary provisions for current year and after taking into account the current year net Loss, the surplus carried to Balance Sheet is (1,83,531/-)

NATURE OF BUSINESS

The Company is engaged in the Business of Pharma Trading and Consulting

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

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

TRANSFER TO RESERVES

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. (1,83,531) has been carried forward to profit & loss account.

DIVIDEND

In view of losses, your Directors do not recommend any dividend during the year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 36,645,750/-

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

FINANCE

The Company has not borrowed any fund from Bank or financial institution during the year under review.

FIXED DEPOSITS

The Company has not accepted any deposit from the public during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.

BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS

a) Changes in Directors and Key Managerial Personnel:

Mr. Yogendra Harilal Machchhar will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

The Company has appointed Ms. Manorama Jitendra Shah (Din: 07108562) as an additional independent woman director of the Company pursuant to section 149 of Companies Act, 2013 on 27/03/2015.

b) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) 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. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

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

During the year sixteen Board Meetings and one Independent Directors' meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule,5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

A. Statutory Auditors

The Company's Auditors, M/s P. Dalal & Co., Chartered Accountant, Ahmedabad who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, 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.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Anamika Jajoo, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is Nil.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-B".

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

COMPOSITE SCHEME OF ARRANGEMENT FOR REVIVAL OF THE COMPANY

The company has made application to BSE Limited for seeking approval under clause 24(f) of the Listing Agreement, for the scheme of Amalgamation / Arrangement (including reduction in capital, arrangement with creditors, etc) proposed to be filed under section 391, 394 and 101 of the Companies Act, 1956 on 20th January, 2014.

The Company has received letter no. DCS/AMAL/CS/24(f)/146/2013-14 dated 27th August, 2014 from BSE Limited in which BSE state that the company is unable to obtain No-objection from the stock exchange pursuant to scheme of Arrangement filed by the Company.

ACKNOWLEDGMENT

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors Place : Ahmedabad Date : 23/05/2015 Sd/- Sd/- Sd/- (Atul Pandit) (Harsh Shah) (Sujay Mehta) Managing Director Director Director DIN: 02293998 DIN: 01662085 DIN: 02145467

Mar 31, 2014

Dear Members,

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-2014.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2014 31.03.2013 (Rs.) (Rs.)

Gross Sales/Income 4,99,000 12,75,000

Less Depreciation NIL NIL

Profit/(Loss) before Tax (87,746) (3,00,91,569)

Taxes/Deferred Taxes NIL NIL

Profit/(Loss) After Taxes (87,746) (3,00,91,569)

P& L Balance b/f (3,29,54,652) (28,63,083)

Profit/ (Loss) carried to Balance Sheet (3,30,42,398) (3,29,54,652)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Dharmesh Desai, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

The Company has not accepted any deposit from the public during the year.

RESPONSIBILITY STATEMENT:

Director confirms that:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil as no trading has been done during the year under review.

APPOINTMENT OF AUDITORS:

M/S. P. DALAL & COMPANY, Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board of Directors

Place : Ahmedabad Date : 29/05/2014

Sd/- Sd/- Sd/- (Atul Pandit) (Harsh Shah) (Sujay Mehta) Managing Director Director Director DIN: 02293998 DIN:01662085 DIN: 02145467

Mar 31, 2013

To, The Member of TOHEAL PHARMACHEM LIMITED

The Directors'' present the Annual report on the business and operations of your Company for the year 2012-2013.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2013 31.03.2012 (Rs) (Rs)

Gross Sales/Income 12,75,000 10,58,179

Less Depreciation NIL NIL

Profit/(Loss) before Tax (3,00,91,569) (11,07,584)

Taxes/Deferred Taxes NIL NIL

Profit/(Loss) After Taxes (3,00,91,569) (11,07,584)

P& L Balance b/f (28,63,083) (17,55,499)

Profit/ (Loss) carried to Balance Sheet (3,29,54,652) (28,63,083)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

During the Year Mr. Jayesh Shah has been resigned from the directorship of the Company w.e.f. 07/02/2013.

Mr. Harsh Shah, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

The Company has not accepted any deposit from the public during the year.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil as no trading has been done during the year under review.

APPOINTMENT OF AUDITORS:

M/S. P. DALAL & COMPANY, Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For And on Behalf of the Company

Place : Ahmedabad

Date : 20/05/2013

Sd/- Sd/- Sd/-

Managing Director Director Director (Atul Pandit) (Harsh Shah) (Sujay Mehta)

Mar 31, 2012

To, The Member of TOHEAL PHARMACHEM LIMITED

The Directors' present the Annual report on the business and operations of your Company for the year 2011-2012.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2012 31.03.2011 (Rs.) (Rs.)

Gross Sales/Income 10,58,179 5,99,800

Less Depreciation NIL NIL

Profit/(Loss) before Tax (11,07,584) 2,13,907

Taxes/Deferred Taxes NIL NIL

Profit/(Loss) After Taxes (11,07,584) 2,13,907

P& L Balance b/f (17,55,499) (19,69,406)

Profit/ (Loss) carried to Balance Sheet (28,63,083) (17,55,499)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

During the Year Mr. Jayesh Shah, Mr. Sujay Jyotindra Mehta and Mr. Harsh Jitendrakumar Shah have been appointed as Additional Directors of the Company w.e.f. 07/02/2011 also Board recommend their appointments as Regular Directors of the Company under section 255 of the Companies Act, 1956 in this Annual General Meeting of the Company, the Board took note of the same.

Mr. Dharmesh Desai, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year. DEPOSITS:

The Company has not accepted any deposit from the public during the year. RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil as no trading has been done during the year under review.

APPOINTMENT OF AUDITORS:

M/S. P. DALAL & COMPANY, Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For And on Behalf of the Company

Place : Ahmedabad

Date : 30/07/2012

Sd/- Sd/- Sd/- Managing Director Director Director (Atul Pandit) (Harsh Shah) (Sujay Mehta)

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Directors Report of Madhuveer Com 18 Network Ltd.

1. FINANCIAL RESULTS:

2. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPAÂ¬NYâS AFFAIR:

3. CHANGE IN THE NATURE OF BUSINESS:

4. CHANGE OF NAME:

5. FINANCE:

6. SHARE CAPITAL:

A) Allotment of equity shares pursuant to conversion of convertible warrants:

e) Declaration by an Independent Director(s) and reappointment, if any:

11. ANNUAL RETURN:

12. INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

13. NUMBER OF MEETINGS OF THE BOARD:

14. DIRECTORSâ RESPONSIBILITY STATEMENT:

15. DETAIL OF FRAUD AS PER AUDITORS REPORT:

16. BOARDâS COMMENT ON THE AUDITORSâ REPORT:

A. Statutory Auditors:

B. Secretarial Audit:

Reply for qualification Remark in Secretarial Audit Report:

18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY:

Commodity Price Risks

Regulatory Risks

Human Resources Risks

Strategic Risks

19. TRANSFER TO RESERVES:

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

39. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT1961:

40. SECRETARIAL STANDARDS:

41. ACKNOWLEDGMENT:

Date: 03/09/2025 By Order of the Board of Directors

Sd/- Sd/- Sd/-

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

2) BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR:

3) CHANGE IN THE NATURE OF BUSINESS:

4) DIVIDEND:

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

6) TRANSFER TO RESERVES:

7) CHANGES IN SHARE CAPITAL:

A) Issue of equity shares with differential rights:

B) Issue of sweat equity shares:

C) Issue of employee stock options:

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

8) FINANCE:

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

10) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

11) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Key Managerial Personnel:

c) Changes in Directors and KMP:

Resignations:

Appointments:

12) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Independent Director Meeting:

13) PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

14) DECLARATION BY INDEPENDENT DIRECTORS

15) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

16) PARTICULARS OF EMPLOYEES& EMPLOYEE REMUNERATION:

17) EMPLOYEE RELATIONS:

18) CHANGE OF NAME:

19) STATUTORY AUDITORS:

20) COST AUDITORS:

21) SECRETARIAL AUDIT REPORT:

22) RESPONSE TO AUDITORâS REMARKS:

Reply for qualification Remark in Secretarial Audit Report:

23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

24) AUDIT COMMITTEE:

25) VIGIL MECHANISM:

26) NOMINATION AND REMUNERATION COMMITTEE:

27) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Compliance Officer:

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

29) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Commodity Price Risks:

Regulatory Risks:

37) PUBLIC DEPOSIT:

38) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

39) CORPORATE GOVERNANCE:

40) MANAGEMENT DISCUSSION AND ANALYSIS:

41) DETAIL OF FRAUD AS PER AUDITORS REPORT:

42) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

43) DIRECTORSâ RESPONSIBILITY STATEMENT:

44) SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

2. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPAÂ¬
NYâS AFFAIR:

12. INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

14. DIRECTORSâ RESPONSIBILITY STATEMENT:

16. BOARDâS COMMENT ON THE AUDITORSâ REPORT:

18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

39. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

2) BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR:

22) RESPONSE TO AUDITORâS REMARKS:

43) DIRECTORSâ RESPONSIBILITY STATEMENT: