Hanman Fit Ltd Directors Report

The Members,

Your Directors have pleasure in presenting their Eleventh Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2025.

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. 2025	Current Year For the year ended March 31, 2024
Total Income	18.28	19.85
Profit/Qoss) before Tax	(82.08)	(39.98)
Exceptional Items	--	59.34
Provision for Income Tax (including for earlier years)
- Current Tax	\u2014
- Deferred Tax	\u2014	(46.42)
Net Profit/(Loss) After Tax	(82.08)	66.55

Business Review / State of the Companys Affairs

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

During the 5ear, your Company earned total income of Rs. 18.28 Lakhs and loss of Rs. 82.08 Lakhs for the year ended March 31, 2025.

2. Brief description of the Companys working during the ear/State of Companys 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

As the company has occurred loss this year, the Company did not recommend Dividend..

6. Share Capital

During the year under review, there was no change in the capital structure of the company

7. Directors and Key Managerial Personnel

During the year under review, there was no change in the directors and Key Managerial Personnel of the company.

8. Corporate Governance

The Management Discussion and Analysis Report, capturing your Companys 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 ofthe 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 ofthe 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 employees 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 Boards Report.

D) The following disclosures shall be mentioned in the Board of Directors 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;

(h) 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 Toint Ventures And Associate Companies

As on March 31,2025, the Company had no subsidiary, joint ventures, and associate companies.

13. Holding Company

As on March 31, 2025, the Company was not a subsidiary of any company.

14. Statutory Auditors and Auditors Report

The Statutory Auditors M/s B.L DASHARDA & Associates, FRN: 112615W conduct the audit of the company. 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

IS. 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 SEBI (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	Category	No. of Directorship (s) held in Indian public & private Limited Companies	Committee (s) position
			Member	Chairman
DIVESH SHANTARAM KOLI	Director	1	2	0
SHAILENDRA SUDHAKAR SAWANT	Director	1	1	0
VISHNU PRATAP DHANMAN DWIVEDI	Independent Director	2	3	2
SANVEDI PARAG RANE	Independent Director	4	3	1

Board Meetings during the year

Dates on which the Board Meetings were held	Total Strength of the Board	No. of Directors Present
30 th May. 2024	4	4
22 nd July 2024	4	4 :
14 th November, 2024	4	4
03^ March, 2025	4	4

Name of Director		Attendance at the Board Meetings held on					Attendance at the AGM held on August 14, 2024
	Dates of Board Meeting		30 th May, 2024	22 nd July 2024	14* November, 2023	03 rd March, 2025
Mr. Vishnu Pratap Dhanman Dwivedi CDIN:02090054)			P	P	P	P	A
Ms. Sanvedi Parag Rane (DIN:08324137)			P	P	P	P	A
Mr. Divesh Shantaram Koli (DIN:06620482)			P	P	P	P	P
Mr. Shailendra Sawant (DIN:10306962)			P	P	P	P	P

The composition of the Audit Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Audit Committee are as under:

Name of Director	Category	Attendance at Audit Committee Meeting held
		30.05.2024	22.07.2024	14.11.2024	03.03.2025
DIVESH SHANTARAM KOLI	Executive Director	P	P	P	P
VISHNU PRATAP DHANMAN DWIVEDI	Independent Director/ Chairman	P	P	P	P
SANVEDI PARAG RANE	Independent Director	P	P	P	P
SHAILENDRA SAWANT	Executive 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, 2025 and details of the Members participation at the Meetings of the Nomination and Remuneration Committee are as under:

Name of Director	Category	Attendance at Nomination and Remuneration Committee Meeting held
		30.05.2024	22.07.2024	14.11.2024	03.03.2025
DIVESH SH ANT ARAM 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
SHAILENDRA SAWANT	Executive Director	P	P	NA	NA

S.takehg[dgrs.-RdaliiingJtiui-Committe£.Cmand3.tLQ]cyjcannnilt.e£ }

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 Stakeholders Committee Meeting held
		30.05.2024	22.07.2024	14.11.2023	03.03.2025
DIVESH SHANTARAM KOLI	Executive Director	NA	NA	P	P
VISHNU PRATAP DHANMAN DVVIVEDI	Independent Director/ Chairman	P	P	P	P
SANVEDI PARAGRANE	Independent Director	P	P	P	P
SHAILENDRA SAWANT	Executive Director	P	P	NA	NA

Details of Shareholders Complaints

Shareholders / Investors Complaints	No. of Complaints
Complaints as on April 01, 2024	0
Complaints received during 2024-25	0
Complaints not solved to the satisfaction of shareholders	0
No. of Complaint pending as on	0
31.03.2025

Separate meeting of Independent Directors of the Company without the attendance of Non- independent Directors and members of management was held on 03.03.2025 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 itsduties.

• At the independent Directors were present at the Meeting.

20. General Both Meetings

Particulars oflast three Annual General Meetings:

AGM		Year ended 31st March,		Venue		Date		Time		Special Resolutions Passed
3 rd		2017		At the Registered Office		30/09/2017		11.00 a.m.
4		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.
S*		2020		At the Registered Office		30/09/2020		11.30 a.m.
7 th		2021		At the Registered Office		30/09/2021		11.30 a.m.		1
3*		2022		At the Registered Office		30/09/2022		1130 am
	2023		At the Registered Office		30/09/2023		11:00 am
LO*	2024		At the Registered Office		14/08/2024		11:30 am

21. Extraordinary General Meeting fEGM)

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

22. Material changes and commitments, if anv. 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 7 .

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.

2 6. C-gjassnatLon.of Energy

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

(a) Conservation of energy:

(1)	the steps taken or impact on conservation of energy	NIL
	the steps taken by the company for utilizing alternate sources of energy	ML
(ill)	the capital investment on energy conservation equipments	NIL

(b) Technolog } - absorption:

(i)	the efforts made towards technolog } - absorption	NIL
	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(in)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
	(a) the details of technolog } - imported	NIL
	(b) the year of import;	NIL
	(c) whether the technolog } - 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, iny.estm.eats Made..Guarantees Giy.en.and Securitjes.Proyided.

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 fCSRl

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. ListinsMth S tock 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 2024-25 to Bombay Stock Exchange (BSE) where the Companys 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 companys 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 bv 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 fPrevention, Prohibition and RedressaH 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.

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

Date: 05.09.2025 Place Mumbai