Has Lifestyle Ltd Directors Report

To,

The Members,

Has Lifestyle Limited

Dear Members,

Your directors are pleased to present the 18^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025.

RESULTS OF OUR OPERATIONS:

Particulars	2024-2025	2023-2024
Income
Net Sales from operations	1328.78	1272.41
Other Operating Income	128.57	277.18
Total Income	1457.35	1549.59
Less: Expenses	(1328.49)	(1193.59)
Less: Depreciation and amortisation expense	(23.19)	(26.18)
Total Expenses	(1351.68)	(1219.77)
Profit before Tax (Loss)	105.67	329.81
Tax Expenses (Including deferred Tax)	20.10	52.10
Profit for the year (Loss)	85.57	277.71
Earnings Per Share [nominal value of shares Rs.10/- (previous year Rs.10/-)] Basic and Diluted	1.80	5.84

BUSINESS PERFORMANCE/STATE OF COMPANYS AFFAIR:

The Company has profit of Rs. 85.57/- Lakhs during the year as compared to profit of Rs. 277.71/- Lakhs previous year. The net Sales from operation of Rs. 1328.78/- lakhs during the year as compared to Rs. 1272.41/- lakhs previous year. Percentage wise there has been increase of 4.43% in net sales from operation as compared to previous year.

FUTURE OUTLOOK:

It is expected that with the improvement in the economy & with the efforts made by the Company management, the Company will be able to increase its revenue in the current year.

DIVIDEND:

No dividend was declared for the current financial year.

TRANSFER TO RESERVES: -

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

As required under Regulation 34 of the (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTY DISCLOSURES": -

As required under Regulation 34 of the (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on "related party disclosures are enclosed as a part of this report.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: -

> Company has the following Company as its Holding Company at the year end.

Sr. No. Name of the Company	Joint Venture/ Associate/Holding	No. of shares held in%
1. Team India Managers Limited (CIN: U93000MH2007PLC169654)	Holding	76.50%

> Your Company does not have any subsidiary Companies/Associates and Joint Venture Company at the year end.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate measures to comply with the applicable provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions from Regulations 17 to 27 are not applicable to the Company. Consequently, the requirement to annex a separate Corporate Governance Report does not apply.

Further, your Company is registered with the SEBI Complaints Redress System (SCORES), which facilitates investors to lodge and monitor the status of their complaints online, thereby ensuring prompt and effective redressal.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNAL IMPACTING THE GOING CONCERN AND COMPANY OPERATION IN FUTURE:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• As per the provisions Section 152 of the Companies Act 2013, Mr. Hemang Bhatt, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

• Ms. Aarti Pandey, Company Secretary and Chief Financial Officer of the Company resigned with effect from 6th February, 2025

• Ms. Meenu Bhomia, was appointed as Company Secretary and Chief Financial Officer of the Company, on 02nd April, 2025 and subsequently resigned with effect from 18th August, 2025.

• Ms. Priya Jha, appointed as Company Secretary and Chief Financial Officer of the Company with effect from 25th August 2025.

DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to Section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge and based on the information and explanation received from the management of your company confirm that: -

• In the preparation of the Annual Accounts for the year ended March 31^st, 2025, the applicable Accounting Standards, have been followed and there are no material departures from the same.

• the Directors have selected such accounting policies and applied them consistently and made judgements and estimates 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^st, 2025 and of the loss of the Company for the year ended on that date;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• the Directors have prepared the annual accounts on a going concern basis.

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board

committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2024-2025.

SECRETARIAL STANDARDS:

The company has complied with the applicable secretarial standards as issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, M/s Sachin Phadke & Associates Chartered Accountant (Firm Registration no. 133898W) was appointed as the statutory auditors of the Company, to hold office for a period of five consecutive years from the conclusion of the 17^th (Seventeen) AGM of the Company held on September 26, 2024, till the conclusion of the 22^nd (Twenty-Second) AGM to be held in 2029. The requirement for the Annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017, notified on May 7, 2018.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and the Code of Ethics issued by the Institute of Chartered Accountants of India.

The Auditors Report for the financial year 2024-2025 does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR:

As per the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, M/s. S. Rajesh & Co., Chartered Accountants (Membership No. 019372) has been appointed as Internal Auditor of the company for the year 2024-2025.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board has appointed CS Divya Mohta (Practicing Company Secretary) bearing Membership no. 47040 and Certificate of Practice no. 17217 for the FY 2024-2025. The Secretarial Audit Report for the year under review is provided as "Annexure-A" of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The observation of Secretarial Auditor is self-explanatory in nature and does not require any comments from the Board.

SHARE CAPITAL:

During the year under review, there was no change in the authorised and paid-up share capital of the Company.

The Authorised share capital of your Company is Rs. 5,00,00,000 Crores and Paid-up equity share capital of your Company is Rs. 4,75,41,060 crores.

ANNUAL RETURN:

The extract of Annual Return of the Company for the financial year ended 31st March, 2025 as required, under Section 92 of the Act, is available under the link https://www.hasiuicebar.com/disclosures-under-regulation-46-of-the-lodr.html

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure B" to the Boards Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, Guarantees and Investment have been disclosed in the notes to the financial statements.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure C".

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

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state-of-the-art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings - Nil (previous year Nil).

b) The foreign exchange expenditure - Nil (previous year Nil).

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

COMPOSITION OF THE BOARD:

As on the date of this report, the Company has the following composition of Board of Director: -

Name of Director	Status of Directorship	Date of Appointment	Date of Resignation
Mr. Hemang Manoj Bhatt (DIN:01353668)	Managing Director	04/09/2010	-
Mrs. Niru Kanodia (DIN: 02651444)	Non - Executive Director	04/09/2010	-
Mr. Ravi indrakumar Gupta (DIN: 03175416)	Non - Executive Director, Independent Director	05/07/2024	-
Mr. Sagar Rajesh Shah (DIN: 10727721)	Non - Executive Director, Independent Director	28/08/2024	-
Mr. Kamlesh Kharade (DIN: 03589665)	Non - Executive Director, Independent Director	11/08/2014	28/08/2024
Mr. Kapil Agarwal (DIN: 06916751)	Non - Executive Director, Independent Director	07/07/2014	05/07/2024

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD: -

The Board met Twelve (12) times during the financial year, the details of which are given below. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Date of Meeting	No. of Directors attended the Meeting
01st April, 2024	4
14th May, 2024	2
30th May, 2024	4
30th July, 2024	2
08th August, 2024	3
28th August, 2024	4
27th September, 2024	2
14th November, 2024	4
20th December, 2024	2
06th February, 2025	2
06th March, 2025	2
25th March, 2025	2

COMMITTEES OF THE BOARD:

Currently, the Board has two committees: (a) The Audit Committee (b) The Nomination and Remuneration Committee. All committees consisted of two Independent Directors and one Non-Executive Director.

A) Audit Committee

Name of Directors	Status	Category
Mr. Ravi Gupta	Chairman	Non-Executive, Independent Director
Ms. Niru Kanodia	Member	Non-Executive Director
Mr. Sagar Shah	Member	Non-Executive, Independent Director

B) Nomination and Remuneration Committee

Name of Directors	Status	Category
Mr. Sagar Shah	Chairman	Non-Executive, Independent Director
Ms. Niru Kanodia	Member	Non-Executive Director
Mr. Ravi Gupta	Member	Additional Non-Executive, Independent Director

MEETINGS OF COMMITTEES: - AUDIT COMMITTEE:

The Committee members met Four (04) times during the financial year, the details of which are given below.

Date of the meeting	No. of Directors attended the meeting
01st April, 2024	3
30th May 2024	3
28th August, 2024	3
14th November, 2024	3
06th February, 2025	2

NOMINATION AND REMUNERATION COMMITTEE:

The Committee members met Two (02) times during the financial year, the details of which are given below.

Date of the meeting	No. of Directors attended the meeting
01st April, 2024	3
08th August, 2024	3

INDEPENDENT DIRECTOR MEETING:

The Independent Director met one (01) time during the financial year, the details of which are given below.

Date of the meeting	No. of Directors attended the meeting
14th November, 2024	2

NOMINATION AND REMUNERATION POLICY (NRC POLICY): -

The Company has in place a Nomination and Remuneration (NRC Policy) which provides for process w.r.t. selection, appointment and remuneration of directors, key managerial personnel and senior management employees including other matters as provided under Section 178(3) of the Act.

Following are the salient features of the NRC Policy:

• to lay down criteria and terms and conditions with regard to identifying persons who are qualified to become directors (executive and non-executive including independent directors), key managerial personnel and persons who may be appointed in senior management positions;

• to provide framework for remuneration of the directors, key managerial personnel and senior management personnel in alignment with the Companys business strategies, values, key priorities and goals;

• to provide for rewards directly linked to the effort, performance, dedication and achievement of the Companys targets by the employees; and

The Policy is available on the website of the Company https://www.hasiuicebar.com/disclosures-under-regulation-46-of-the- lodr.html

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with section 177 of the Companies Act, 2013 to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.hasiuicebar.com/disclosures-under- regulation-46-of-the-lodr.html

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE: -

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committee (ICC) to consider and resolve the complaints related to sexual harassment.

The Company did not receive any complaints related to sexual harassment, and accordingly, no complaints were pending as on 31st March, 2025.

RISK MANAGEMENT POLICY:

Your Board of Directors has not formulated & adopted Risk Management Policy, as the provisions and guideline of SEBI relating to risk management is not applicable to the Company.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS: -

In accordance with the provisions of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board conducted its annual performance evaluation, including that of its committees and individual Directors, through a formal mechanism adopted by the Board. A structured questionnaire, prepared in line with statutory requirements, was used to assess various aspects of the Boards and Committees functioning, composition, and the performance of individual Directors. The evaluation focused on key areas such as the contribution to and monitoring of corporate governance practices, fulfilment of Directors obligations and fiduciary responsibilities, and active participation in Board and Committee meetings. The performance evaluation of all Directors was carried out by the Nomination and Remuneration Committee (NRC). Additionally, the Independent Directors, at their separate meeting, reviewed the performance of the Board, the Chairman, and the Non-Executive Directors. The Board expressed satisfaction with the overall evaluation process.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2024-2025.

MATERIAL CHANGES AND COMMITMENTS: -

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of companys business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Your company has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015.The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

DETAILS OF FRAUD REPORTED BY AUDITORS:

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, benefits, and safeguards for female employees. The Company remains committed to promoting the health, well-being, and rights of women employees, and ensures strict adherence to all statutory requirements under the Act.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS:

During the year under review, there were no application made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code 2016.

POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the policy	Brief description	Weblink
Policy for document retention and archival policy.	The policy deals with the retention and archival of corporate records of HAS Lifestyle Limited.	https://www.hasiuicebar.com/di sclosures-under-regulation-46- of-the-lodr.html
Determination of Materiality for Disclosures of Events or Information	This policy applies to disclosures of material events affecting. This policy is in addition to the Companys corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.	https://www.hasiuicebar.com/di sclosures-under-regulation-46- of-the-lodr.html
Whistle Blower Policy (Policy on vigil mechanism)	The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct and ethics. There has been no change to the Whistle blower Policy adopted by the Company during fiscal 2016	https://www.hasiuicebar.com/di sclosures-under-regulation-46- of-the-lodr.html
Remuneration Policy	The policy deals with the remuneration of Managerial and Key Managerial of HAS Lifestyle Limited.	https://www.hasiuicebar.com/di sclosures-under-regulation-46- of-the-lodr.html

ACKNOWLEDGEMENTS: -

Your directors wish to express their profound gratitude for the exceptional levels of professionalism, unwavering commitment, and dedicated efforts exhibited by employees across all tiers of the organization. The remarkable dedication displayed by our workforce serves as a driving force behind our achievements and growth.

Additionally, we extend our heartfelt appreciation to the regulatory authorities that have been instrumental in shaping our journey. The Securities and Exchange Board of India (SEBI), SME BSE Limited (BSE), Registrar of Companies (ROC), the Income Tax Department, the Reserve Bank of India, the State Governments, and various other government agencies have played pivotal roles in our operational landscape. Their support, guidance, and collaborative spirit have significantly contributed to our successes.

Furthermore, our heartfelt thanks extend to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for their partnership, as well as our shareholders whose unwavering trust and confidence fuel our determination to excel.

As we move forward, we remain steadfast in our commitment to uphold the highest standards of excellence, integrity, and transparency in all our endeavours. With the ongoing support of our stakeholders and partners, we are poised to conquer new horizons and achieve even greater milestones.