Media Matrix Worldwide Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 39^th Annual Report and Financial Statements (Standalone & Consolidated) for the financial year ended 31st March, 2024

FINANCIAL HIGHLIGHTS

The Companys Standalone and Consolidated Financial Performance during the year ended 31st March, 2024 as compared to the previous years is summarized as below:

(Rs. in Lakhs)

PARTICULARS	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Gross Sales and Services	305.30	330	141530.01	94676.62
Other Income	118.35	69.63	464.24	161.73
Profit/(Loss) before depreciation, finance charges & taxation	162.61	97.26	1865.05	1303.77
Less: Depreciation & Amortization expenses	24.25	11.73	72.39	158.13
Less: Finance Charges	5.90	4.43	881.39	681.36
Profit before Exceptional items and Tax	132.46	81.10	911.27	464.28
Less: Exceptional items	-	-	-	-
Profit/(Loss) before taxes	132.46	81.10	911.27	464.28
Less: Tax Expenses
Current tax	5.83	5.34	193.49	225.95
Deferred tax	(1.90)	2.01	(13.51)	(3.58)
Income Tax for Earlier Years	-	5.75	0.17	5.77
Profit/ (Loss) for the year after tax	128.53	68.00	704.10	236.14

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries for the financial year ended 31st March, 2024, are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 ("Act"), read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

TRANSFER TO RESERVE

Your Board of Directors has decided to retain the entire amount of profits for FY24 except 20% (twenty percent) of the profit, which is transferred to Reserve Fund under Section 45-IC of the RBI Act, 1934 and has not transferred any amount to the General Reserves, during the year under review.

DIVIDEND

Your Board of Directors has not recommended any dividend for the year on equity share capital, with a view to conserve resources and to plough back the profits to strengthen the working capital of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, top 1000 listed companies based on the market capitalization, shall formulate a Dividend Distribution Policy.

Accordingly, the Policy has been adopted by the Board of Directors of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its Shareholders and/ or retaining profits earned by the Company.

The Dividend Distribution Policy is available on the Companys website at https://mmwlindia.com/PDF/MMWL Dividend Policy.pdf

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA) FINANCIAL REVIEW

The Companys revenue on standalone basis during FY23-24 stood at Rs.305.30 Lakhs as against the revenue of Rs.330 Lakhs in the previous financial year ended 2023.

During the year under review, the Company has earned profit of R128.53 Lakhs as compared to the profit of R68 Lakhs for the previous financial year ended 2023 on standalone basis.

The Consolidated revenue during FY24 stood at ^1,41,530.01 Lakhs as against the consolidated revenue of R94,676.62 Lakhs in the previous financial year ended 2023.

During the year under review, the Company has earned a profit of R704.10 Lakhs as compared to profit of R236.14 Lakhs in the previous year ended 2023 on consolidated basis.

KEY FINANCIAL RATIOS

Particulars	Standalone
Ratios	FY 2023-24	FY 2022-23
Debtors Turnover	NA	NA
Inventory Turnover	NA	NA
Interest Coverage Ratio	NA	NA
Current Ratio	0.26	0.22
Debt Equity Ratio	NA	NA
*Operating Profit Margin (%)	45.32	24.16
*Net Profit Margin (%)	42.10	20.61
Net Worth (In R)	14886.19 Lakhs	14758.16 Lakhs

* Operating Profit and Net Profit margin has been improved due to reductuion in office renewal expenses under head repair & maintenance.

SHARE CAPITAL

As on 31st March, 2024, the Authorized Share Capital of your Company stood at R150 Crores (Rupees One Hundred Fifty Crores only) divided into 150 Crores equity shares of face value of R1/- (Rupee One) each.

PAID-UP SHARE CAPITAL

During the financial year 2023-24, the paid up equity share capital of the Company stood at R1,13,27,42,219 (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into 1,13,27,42,219 Equity Shares of R 1/- each.

INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES

Media Matrix Worldwide Limited is a B2B Distribution & Other Services player providing niche and differentiated offerings through its subsidiary, to help clients towards consistent high performance, revenue optimization, enhanced end-user experience and growth.

MOBILE HANDSETS MARKET IN INDIA

One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets business in India.

Mobile Handset Market Overview

According to the International Data Corporation s (IDC) Worldwide Quarterly Mobile Phone Tracker, Indias smartphone market shipped 146 million smartphones in calendar year 2023, with a nominal 1% growth YoY (year-over-year). The second half of the year grew by 11% YoY, compensating for the sharp 10% decline in the first half. 4Q23 grew by 26% YoY with shipments of 37 million units, as the second half of the quarter saw stronger than expected shipments with several new model launches

Consumer demand remained stressed, leading to excess inventory levels across channels despite price corrections and schemes by the vendors. At the same time, the ASP (average selling price) hit a record of US$255, rising 14% YoY in calendar year 2023. This also marks the third consecutive year of double-digit ASP growth restricting smartphone market recovery. The high ASP can be attributed to the increasing share of the premium-segment (US$600+) from 6% in calendar year 2022 to 10% in 2023, along with a rapid uptake in 5G shipments to a record 55% share.

In spite of the negligible growth (1%) in the smartphone market in the calender year 2023, nexG Devices with its robust distribution and logistics network had achieved growth of 49% in its turnover in the financial year 2023-24 as compared to financial year 2022-23.

Key Highlights

Market Share of top 10 brands (source IDC)

Brands	2022 Market Share	2023 Market Share	Year-over-Year unit change
1. Samsung	18.1%	17.0%	-5.3%
2. Vivo	14.1%	15.2%	8.2%
3. Realme	14.5%	12.5%	-12.9%
4. Ziaomi	17.8%	12.4%	-29.6%
5. Oppo	11.9%	10.3%	-12.2%
6. Apple	4.6%	6.4%	38.6%
7. Oneplus	4.1%	6.1%	48.7%
8. Poco	3.2%	4.9%	54.2%
9. Infinix	2.3%	3.1%	39.8%
10. Tecno	2.4%	2.9%	19.9%
11. Others	7.0%	9.2%	33.0%
Total	100%	100%	100%

Feature Phone Segment

After declining for four consecutive years, 61 million feature phones shipped, growing by 8% YoY While Samsung exited the feature phone segment, Transsion continued to lead, followed by Lava. The entry of Reliance Jios new 4G feature phone fueled growth in second half of calendar year 2023.

Key Smartphone Market Highlights

Shipments to online channels dropped by 6% and its share dropped to 49% in calendar year 2023, down from 53% in calendar year 2022. Offline channel shipments grew by 8% YoY as vendors strengthened their retail presence with lucrative premium offerings as well as an expansion into smaller towns and cities.

Price segment details

• Shipments to the mass budget (US$100<US$200) segment declined, with its share dropping to 44% from 51%, declining by 12% YoY vivo, Realme and Samsung together accounted for 53% of shipments.

• The entry-premium (US$200<US$400) and mid-premium (US$400<US$600) segment remained flat, with 21% share. vivo and OnePlus had significant share, making up almost 40% of overall shipments in this price segment.

• The premium segment (US$600<US$800) and super-premium segment (US$800+) registered the highest growth with its share up from 4% to 7%. Overall, Apple led the segment with a share of 68%, followed by Samsung at 30%.

Brand performance

• Apple had a stellar year, finishing at 9 million units, despite having the highest ASP of US$940. This was led by previous generation iPhone models and its push for local manufacturing. Its iPhone 13/14 were amongst the Top 5 shipped models annually.

• As a brand, Samsung remained in the leadership position, with a record high ASP of US$338, although with a 5% shipment decline YoY Its Galaxy A14 was the highest shipped device of calendar year 2023.

• vivo (excluding iQOO) climbed to the second slot as shipments and ASPs both grew by 8% and 9% respectively. It was the only brand to register growth amongst the top five brands.

• Realme, despite facing challenges in the beginning of the year, maintained its third position, led by affordable launches. Future Market Outlook

"IDC estimates a flat to low single digit annual growth in calendar year 2024, primarily led by upgraders in (US$200<US$400) segment, backed by financing schemes, extended warranties and upgrade programs.

OPPORTUNITIES AND OUTLOOK

The strategy of Company and/or its subsidiaries has been towards investing in the new technologies, Media Businesses and other Business investments. It is also into Distribution of various products including imports related to Mobile, Audio segment, Consumer Electronics in both Offline and Online channels. The Company is expecting to have substantial growth over the next few years on account of rising demand of digital technology from offline and e-commerce businesses. The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve the above

THREAT, RISKS & CONCERN

The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the international as well as domestic players and within domestic industry from both the organized and unorganized players However, no player in the industry is an integrated player.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal financial controls are commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The Company has appointed M/s Sunder Sharma & Company, Chartered Accountants to oversee and carry out internal audit of activities of the Company.

The Audit Committee also reviews reports submitted by internal auditors on periodic basis. The Audit Committee also meets Companys statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations, if any, periodically.

Your Board is of the opinion that the Internal Financial Controls, affecting the Financial Statements of your Company are adequate and are operating effectively.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

MMWL considers employees as the most valued asset, who are at the core of the business.

The Company has 04 (Four) personnel on its payroll as on 31st March, 2024.

OUR SUBSIDIARIES

NEXG DEVICES PRIVATE LIMITED (NDPL)

Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and over a period of time it has established a nationwide network to handle the distribution business all over India.

NDPL is currently doing business with VIVO, Xiaomi, Realme, TECNO and ITEL mobile brands to distribute mobile handsets to LFRs (Large Format Retail outlets) across the Country. NDPL has also entered in Audio segment and is doing business with HARMAN for distribution of their brand "JBL" in modern trade. NDPL has also ventured into the segment of consumer electronics market through brand AKAI and AIWA.

NDPL is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution expertise across the Country

MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)

Media Matrix Enterprises Private Limited is engaged in business of making investments in existing/new projects to be undertaken by us jointly or severally.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Hereinafter referred to as "SEBI Listing Regulations") are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the SEBI Listing Regulations forms part of this Annual Report.

A certificate from the Secretarial Auditor of the Company, confirming compliance of conditions of corporate governance as stipulated in SEBI Listing Regulations, is provided in the Report on Corporate Governance which forms part of the Annual Report.

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2023-24 are prepared in accordance with the provision of the Act, read with the rules issued thereunder, Accounting Standard AS -21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, AS -27 on Financial Reporting of Interests in Joint Ventures and the provisions of the SEBI Listing Regulations. The Audited Consolidated Financial Statements are provided in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting ("AGM") as required under Section 136 of the Act.

Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32, Institutional Area, Gurugram-122001, Haryana and the same shall be sent by post. The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.

MATERIAL SUBSIDIARIES

The Company has adopted a Policy for determining Material Subsidiaries as per requirements stipulated in Explanation to Regulation 16(1)(c) of the SEBI Listing Regulations.

The said policy may be accessed on the website of the Company at

https://mmwlindia.com/PDF/PDF 17-Mar-22/Policv%20for%20determinina%20material%20subsidiaries.pdf The Company has one material subsidiary company viz. nexG Devices Private Limited as on 31st March, 2024.

FIXED DEPOSITS

During the financial year 2023-24, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the SEBI Listing Regulations. The salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Annual report.

The Whole-time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.

The information required under Section 197 of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of directors/employees of the Company and a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given in "Annexure - A" to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force).

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013

The Whole-time Director cum Chief Financial Officer of the Company does not receive remuneration or commission from any of the subsidiaries of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, and independence of a Directors, Key Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC Committee has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors and Senior Management Personnel of the Company.

The detailed Policy is available on the Companys website at https://mmwlindia.com/PDF/CorporateGovernance/ Remuneration%20Policy.pdf and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RE-APPOINTMENTS/ RESIGNATIONS

Your Company at its 38^th Annual General Meeting (AGM) held on 29th September, 2023 has appointed Shri Aasheesh Verma as an Independent Director not liable to retire by rotation for second term of 05 (five) consecutive years w.e.f. 13th August, 2023 till 12th August, 2028, pursuant to Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

Your Company through Postal Ballot dated 26th April, 2023 has appointed Shri Sarvdeep Garg as an Independent Director to hold office for the first term of 5 (five) consecutive years w.e.f. 26th April, 2023 to 25th April, 2028, and Smt. Mansi Gupta as an Independent Director to hold office for second term of 5 (five) consecutive years w.e.f. 27th March, 2023 to 26th March, 2028, pursuant to Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

Further, Shri C K Ghoushal, Director (DIN 01187644) of the Company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of Association and being eligible offers himself for re-appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. A brief resume of Shri C K Ghoushal and other related information has been detailed in the Notice convening the 39th AGM of your Company.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March, 2024, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer and Shri Gurvinder Singh Monga, Company Secretary continue to be the Key Managerial Personnel of your Company, in accordance with the provisions of Sections 2(51) and 203 of the Act and Rules made thereunder.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2024.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the link: https://mmwlindia.com/PDF/ mmwl pdf/MMWL Familiarisation Prog.ID.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Act, read with the rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and SEBI Listing Regulations, the Nomination and Remuneration Committee/Committee of Independent Directors have evaluated the effectiveness of the Board/Committee/ Directors for the financial year 2023-24.

Further, the Board of Directors has also evaluated the performance of Independent Directors as required under Regulation 17 of the SEBI Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

06 (six) meetings of the Board of Directors were held during the financial year 2023-24.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act and the SEBI Listing Regulations.

Details of meetings held and attendance of directors are mentioned in Corporate Governance Report, which forms part of this Annual Report.

COMMITTEE

The provisions of the Act and the SEBI Listing Regulations have prescribed and mandated forming of committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company.

Accordingly, the committees formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Act, read with Regulation 18 of the SEBI Listing Regulations, the Board has formed an Audit Committee. The details of which have been disclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all the recommendations of the Committee.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations has formed the Nomination and Remuneration Committee. The details are disclosed in the Corporate Governance Report.

C. Stakeholders Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013, read with Regulation 20 of the SEBI Listing Regulations, constituted Stakeholder Relationship Committee. The details of which have been disclosed in detail in the Corporate Governance report.

D. Risk Management Committee:

Pursuant to the Regulation 21 of the SEBI Listing Regulations, the Board has framed a Risk Management Committee. The details of which have been disclosed in the Corporate Governance Report.

The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the committees held during the financial year 2023-24 and attendance of the members at each committee meeting, are provided in the Corporate Governance Report which forms part of this Annual Report.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Act, read with the Schedules and rules issued thereunder as well as Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and the SEBI Listing Regulations and are independent of the management.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have 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 as at 31st March, 2024 and of the profit of the Company for the financial year ended 31st March, 2024;

(c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;

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

(f) 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.

AUDITORS AND AUDITORS REPORT

M/s SGN & CO, Chartered Accountants (Firm registration number: 134565W), ("SGN") were appointed as Statutory Auditor of the Company for a term of 5 (five) consecutive years at the 36th Annual General Meeting of the Company for auditing accounts of the Company from the financial year 2021-2022 to 2025-2026.

The Auditors Report does not contain any qualification, reservation or adverse remark.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company.

The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further as per Regulation 24A of the SEBI Listing Regulation, the Secretarial Audit Report of Shri Kanwaljit Singh Thanewal, Practising Company Scretary, FCS No. 5901, C P No. 5870, nexG Devices Private Limited, a material subsidiary is annexed as "Annexure - C".

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024, in prescribed e-form MGT-7 in accordance with Section 92(3) of the Act, read with Section 134(3)(a) of the Act, is available on the Companys website at https://mmwlindia.com/PDF/ Form%20MGT%207%20Website-2024.pdf

Further, the Annual Return (i.e. e-form MGT-7) for the FY24 shall be filed by the Company with the Registrar of Companies, Mumbai Maharashtra, within the stipulated period.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and amendment to the SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which is also available on the Companys website at https://mmwlindia.com/PDF/ MMWL-Related-partv-transactions-policv.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at arms length.

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act, and SEBI Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. No Material Related Party Transactions, as per the materiality threshold adopted by the Board of Directors, were entered by the company during the year under review.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) - 24 are set out in Note No.- 43(2) to the standalone financial statements forming part of this Annual Report.

There are no transactions with the person(s) or entities forming part of the Promoter(s) / Promoter(s) Group, which individually hold 10% or more shareholding in the Company.

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Amounts outstanding as at 31st March, 2024

Particulars	( Rs. in Lakhs)
Loans given	NIL
Guarantees given	20200
Investments made	14882.02

Loans, Guarantees and Investments made during the financial year 2023-24:

Name of Entity	Relation	Amount ( Rs. in Lakhs)	Particulars of Loans, Guarantees and Investments	Purpose for which the Loans, Guarantees and Investments are proposed to be utilized
nexG Devices Private Limited	Subsidiary under Section2(87) of the Companies Act, 2013	4000.00	Guarantee	Corporate Guarantee in favour of Yes Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, as a collateral security for various credit facilities sanctioned by the lenders of nexG Devices Private Limited.
nexG Devices Private Limited	Subsidiary under Section 2(87) of the Companies Act, 2013	5000.00	Guarantee	Corporate Guarantee in favour of Kotak Mahindra Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, as a collateral security for various credit facilities sanctioned by the lenders of nexG Devices Private Limited.

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Company through this Policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Companys Code of Conduct for Directors and Senior Management Personnel.

During the financial year 2023-24, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Companys website at the link: https:// mmwlindia.com/PDF/investors/Whisle-Blower-Policy.pdf

Brief details of establishment of Vigil Mechanism in the Company, is also provided in the Corporate Governance Report which forms part of this Report.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Securities Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2024, 99.99% of the Companys Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Companys shares are frequently traded on BSE Limited.

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 as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	Financial Year Ended 31.03.2024	Financial Year Ended 31.03.2023
Foreign exchange earned in terms of actual inflows	NIL	NIL
Foreign exchange outgo in terms of actual outflows	NIL	NIL

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024.

Corporate Social Responsibility

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall in the ambit of limit in respect of Corporate Social Responsibility.

Prevention of Sexual Harassment at workplace

The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as the Company is having less than 10 employees. The Company did not receive any complaint of sexual harassment at workplace during the year under review.

Cost Records and Cost Audit

The Company is not required to maintain cost accounts and records as specified by the Central Government under subsection (1) of Section 148 of the Act and the relevant rules made thereunder. Further, the Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, are not applicable for the business activities carried out by the Company.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors

c) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

d) . The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the year under review.

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

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Act (including the rules made thereunder), Indian Accounting Standards (Ind AS) and the Secretarial Standards (SS).

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Companys projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

		For and on behalf of the Board
	(Sandeep Jairath)	C.K. Goushal
	Whole-time Director	(Director)
Place : Gurugram	Cum Chief Financial Officer	(DIN : 01187644)
Date : 8th August, 2024	(DIN :05300460)