Mehul Telecom Ltd Directors Report

Other than the statutory benefits that the Directors are entitled to, upon their retirement, Directors of our Company have not
entered into any service contracts pursuant to which they are entitled to any benefits upon termination of employment or
retirement.

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of
any sum of money for the purposes of our Company. Our Company has, pursuant to a resolution passed by the Shareholders at
an Extra Ordinary General Meeting held on May 14, 2025, authorised our Board to borrow from time to time, any sum or sums
of monies which together with the monies already borrowed by our Company (apart from temporary loans obtained or to be
obtained from our Companys bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of our
Company and its free reserves provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 25,000
lakhs or the aggregate of the paid up capital and free reserves of our Company, whichever is higher.

Pursuant to a resolution passed by the Board of Directors at the meeting held on May 01, 2025 and approved by the Shareholders
of our Company at an Extra Ordinary General Meeting held on May 03, 2025, Mehul Vasantbhai Raymagiya was designated

as the Managing Director of our Company for a period of five (5) years with effect from May 03, 2025 along with the terms of
remuneration, in accordance with Sections 196, 197, 203 and Schedule V and other relevant provisions of the Companies Act,
2013 read with the rules prescribed thereunder. The terms and conditions approved by the Board of Directors and the
Shareholders have been summarised below:

The aggregate value of the remuneration paid to the Directors in Financial Year 2024-25 is as follows:

Our Board of Directors in their meeting held on May 12, 2025 have fixed Rs. 10,000 as a sitting fee for Independent Directors and
Non-Executive Directors (maximum of Rs. 1,00,000 annually), for attending meetings of the Board of Directors and its
committees.

Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding
years or is intended to be paid or given to any of the Executive Directors except the normal remuneration for services rendered
as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to any of our Directors.

As on the date of this Draft Red Herring Prospectus, our Company does not have a subsidiary.

There are no loans that have been availed by the Directors from our Company that are outstanding as on the date of this Draft
Red Herring Prospectus.

Except as stated below, none of our Directors holds any Equity Shares of our Company as on the date of filing of this Draft Red
Herring Prospectus:

Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as a
Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration paid to our see

"Terms of appointment and remuneration of our Executive Directors" above.

Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are
associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners or held by their relatives or that may
be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners,
proprietors, members or trustees, pursuant to this Issue. Except as disclosed in "Financial Information" and "Our Promoters and
Promoter Group" beginning on Pages 173 and 167, respectively of this Draft Red Herring Prospectus, our Directors are not
interested in any other company, entity or firm.

Except as stated in "Restated Financial Information - Related Party Transactions" from the chapter titled "Restated Financial
Statements"" on Page 173 of this Draft Red Herring Prospectus, our Directors do not have any other interest in the business of
our Company.

Except as mentioned in " Our Business - Land and Property"" and "Restated Financial Statements -Related Party Transactions""
from the chapter titled "Restated Financial Statements"" on pages 144 and 173 of this Draft Red Herring Prospectus our Directors
do not have any interest in any property acquired or proposed to be acquired by our Company.

Except as disclosed below, there have been no changes in our Board during the last three years.

As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time
to time, as on date of this Draft Red Herring Prospectus, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24,
25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR)
Regulations, 2015 are not applicable to our Company. In addition to the applicable provisions of the Companies Act, 2013 will
be applicable to our company immediately upon the listing of Equity Shares on the Stock Exchanges. However, our Company
has complied with the corporate governance requirement, particularly in relation to appointment of independent directors
including a woman director on our Board, constitution of an Audit Committee and Nomination and Remuneration Committee.
Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing
Regulations:

a) Audit Committee;

b) Stakeholders Relationship Committee; and

c) Nomination and Remuneration Committee

Details of each of these committees are as follows:

The Audit Committee was constituted pursuant to a resolution passed in the meeting of the Board of Directors held on May 12,
2025, pursuant to Section 177 of the Companies Act, 2013. As on the date of this Draft Red Herring Prospectus, the Audit
Committee comprises of:

Naimish Vasharambhai Raiyani Chairperson Independent Director

Jitesh Kantilal Gunjaria Member Independent Director

Mehul Vasantbhai Raymagiya Member Chairman and Managing Director

Our Company Secretary and Compliance officer acts as the secretary of the Committee.

Audit Committee shall meet at least four times in a financial year and not more than 120 days shall elapse between two
consecutive meetings, or as otherwise permitted under applicable law. The quorum shall be either two members or one third of
the members of the Audit Committee whichever is greater, but there should be a minimum of two independent directors present.

1. Overseeing the Companys financial reporting process, examination of the financial statement and the auditors report
thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and
credible;

2. Recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of appointment of
auditors of the Company including the internal auditor, cost auditor and statutory auditor of the Company, and fixation of
the audit fee;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the
Board for approval, with particular reference to:

(a) matters required to be included in the directors responsibility statement to be included in the Boards report in terms
of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions; and

(g) modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue Document /
Prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Formulating a policy on related party transactions, which shall include materiality of related party transactions;

9. Approval or any subsequent modification of transactions of the Company with related parties; All related party transactions
shall be approved by only Independent Directors who are the members of the committee and the other members of the
committee shall reuse themselves on the discussions related to related party transactions;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI
Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

10. Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each
of the omnibus approvals given;

11. Scrutiny of inter-corporate loans and investments;

12. Valuation of undertakings or assets of the Company, wherever it is necessary; Appointment of Registered Valuer under
Section 247 of the Companies Act, 2013.

13. Evaluation of internal financial controls and risk management systems;

14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

16. Discussion with internal auditors of any significant findings and follow up thereon;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;

19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;

20. To review the functioning of the whistle blower mechanism;

21. Approval of appointment of chief financial officer (i.e., the whole-time finance director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate;

22. Carrying out any other function as is mentioned in the terms of reference of the audit committee; and

23. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as on the date of coming into force of this provision.

24. To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit Committee from
time to time;

25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

26. Reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiaries exceeding rupees
100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision;

27. the Audit Committee shall review compliance with the provisions of the SEBI Insider Trading Regulations, at least once
in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are
operating effectively;

28. to consider the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc. of the
Company and provide comments to the Companys shareholders; and

29. Carrying out any other functions as provided under the provisions of the Companies Act, the SEBI Listing Regulations and
other applicable laws, and carrying out any other functions as may be required / mandated and/or delegated by the Board
as per the provisions of the Companies Act, 2013, SEBI Listing Regulations, uniform listing agreements and/or any other
applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for
the performance of its duties.

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee.

6. Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations; and

(b) annual statement of funds utilized for purposes other than those stated in the Issue Document/ Prospectus/ notice in
terms of Regulation 32(7) of SEBI Listing Regulations.

7. The financial statements, in particular, the investments made by any unlisted subsidiary; and

8. Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.

Powers of Audit Committee shall include the following:

(a) to investigate any activity within its terms of reference;

(b) to seek information from any employee of the Company;

(c) to obtain outside legal or other professional advice; and

(d) to secure attendance of outsiders with relevant expertise, if it considers necessary.

(e) such powers as may be prescribed under the Companies Act and SEBI Listing Regulations

The Stakeholders Relationship Committee was constituted at a meeting of the Board of Directors held on May 12, 2025. As on
the date of this Draft Red Herring Prospectus the Stakeholders Relationship Committee comprises of:

Our Company Secretary and Compliance officer acts as the secretary of the Committee.

The Committee shall meet least once in a year. The quorum of the Stakeholders Relationship Committee shall be either two
members or one third of the members of the Stakeholders Relationship Committee, whichever is greater.

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The terms of
reference of the Stakeholders Relationship Committee include the following:

a. Redressal of all security holders and investors grievances such as complaints related to transfer of shares, including
non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures,
dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt of declared dividends, non-
receipt of annual reports, etc., assisting with quarterly reporting of such complaints and formulating procedures in line
with statutory guidelines to ensure speedy disposal of various requests received from shareholders;

b. Resolving the grievances of the security holders of the Company including complaints related to allotment of shares,
approval of transfer or transmission of shares, debentures or any other securities, non-receipt of annual report, non-
receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

c. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of
shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares,
debentures and other securities from time to time;

In addition to our Managing Director whose details have been provided under paragraph above titled Brief Profile of our
Directors , set forth below are the details of our Key Managerial Personnel as on the date of filing of this Draft Red Herring
Prospectus:

Chaudhari Irfan Husenbhai, aged 30 years, is the Chief Financial Officer of our Company. He is a Bachelor of Commerce
from Saurashtra University . He has been associated with our company since April 01, 2017 in the capacity of Accountant and
was promoted as the Chief Financial Officer of our Company with effect from May 01, 2025. He has more than 8 years of
experience in accounts and finance industry and has received remuneration of Rs. 4.20 lakhs during Financial Year 2024-25.

Richie Dhrumil Vandra, aged 28 years, is the Company Secretary and Compliance Officer of our Company. She is a Bachelor
of Commerce from Mumbai University, whereafter she cleared her Professional Programme Examination conducted by ICSI
and became an Associate Member of the Institute in January 2021. She has been associated with our Company since June 05,
2025 in the capacity of the Company Secretary and Compliance Officer of our Company. She has more than 3 years of experience
in compliance management. Prior to joining our Company she had worked as Company Secretary with Roni Households Limited
and as Company Secretary and Compliance Officer with Arvind & Co. Shipping Agencies Limited. Since she has been appointed
in this Financial year, she did not receive any remuneration from our Company during Financial Year 2024-25.

Apart from our Managing Directors, Chief Financial Officer and Company Secretary & Compliance Officer, whose details have
been provided under paragraph above titled Brief Profile of our Directors and Our Key Managerial Personnel, set forth
below are the details of our Senior Managerial Personnel as on the date of filing of this Draft Red Herring Prospectus:

Nileshgiri N. Goswami, aged 31 years, is the Sales and Marketing Manager of our Company. He is a Bachelor of Commerce
from Saurashtra University. He has been associated with our Company since March 01, 2024 in the capacity of Sales and
Marketing Manager and was identified as Senior Managerial Personnel of our Company with effect from May 12, 2025. He has
received remuneration of Rs. 2.58 lakhs during Financial Year 2024-25.

i. Further, our Company has not entered into any service contracts, pursuant to which its KMPs and SMPs are entitled to
benefits upon termination of employment. Except statutory benefits upon termination of their employment in our
Company or superannuation, no KMPs and SMPs are entitled to any benefit upon termination of employment or
superannuation.

ii. There is no arrangement or understanding with major shareholders, customers, suppliers or any others pursuant to which
any of the abovementioned KMPs and SMPs have been recruited as KMPs and SMPs.

iii. All the Key Managerial Personnel and Senior Managerial Personnel mentioned above are permanent employees of our
Company and none of them are related to each other or to any Director of our Company.

iv. As on the date of filing of this Draft Red Hearing Prospectus, our Company does not have a performance linked bonus
or a profit sharing plan with the KMPs and SMPs.

v. There is no contingent or deferred compensation payable to our KMPs and SMPs, which does not form part of their
remuneration.

vi. No non-salary-related payments or benefits have been made to our KMPs and SMPs based on targets achieved and
general performance.

vii. Attrition of KMPs and SMPs in the Company is not high as compared to the industry.

In addition to the disclosure made under the heading "Relationship between our Directors", none of our Key Managerial
Personnel and Senior Managerial Personnel are related to each other or to any of our Directors.

None of the Key Management Personnel and Senior Managerial Personnel hold shareholding in our Company.

None of our Key Managerial Personnel and Senior Managerial Personnel is a party to any bonus or profit sharing plan.

Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within two preceding
years or is intended to be paid or given to any of the Key Managerial Personnel and Senior Managerial Personnel except the
normal remuneration for services rendered by them. Additionally, there is no contingent or deferred compensation payable to
any of our Key Managerial Personnel and Senior Managerial Personnel.

Except as disclosed in this Draft Red Herring Prospectus, none of our Key Managerial Personnel and Senior Managerial
Personnel have any interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits

to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the
ordinary course of business.

Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which
any of our Key Managerial Personnel and Senior Managerial Personnel have been appointed.

In addition to the changes specified under "Changes in our Board during the Last Three Years", set forth below, are the changes
in our Key Managerial Personnel and Senior Managerial Personnel in the last three years immediately preceding the date of
filing of this Draft Red Herring Prospectus:

As on the date of this Draft Red Herring Prospectus, our Company does not have any employee stock option plan or purchase
schemes for our employees.

Our Company has not granted any loans to the Key Management Personnel and Senior Managerial Personnel as on the date of
this Draft Red Herring Prospectus.

The Promoters of our Company are Mehul Vasantbhai Raymagiya and Raymagiya Hemali Mehulbhai.

The details of the shareholding of our Promoters, as on date of this Draft Red Herring Prospectus have been provided below:

For details of the buildup of Promoters shareholding in our Company, please see "Capital Structure - Shareholding of our
Promoters" on page 74.

For a complete profile of Mehul Vasantbhai Raymagiya, along with details of his date of birth, educational qualifications,
professional experience, positions/ posts held in the past and other directorships and special achievements, please see " Our
Management" on page 153 of this Draft Red Herring Prospectus

For a complete profile of Raymagiya Hemali Mehulbhai, along with details of her date of birth, educational qualifications,
professional experience, positions/ posts held in the past and other directorships and special achievements, please see " Our
Management" on page 153 of this Draft Red Herring Prospectus.

There are no other Ventures of our Promoters as on the date of this Draft Red Herring Prospectus.

Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhaar card numbers
and driving license numbers of our Promoters shall be submitted to the Stock Exchange i.e., SME Platform of BSE at the time
of filing this Draft Red Herring Prospectus.

There has been no change in the control of our Company since incorporation.

Our Promoters hold experience in the business of our Company. For details in relation to experience of our Promoters in the
business of our Company, please refer to the chapter titled "Our Management" beginning on [-] of this Draft Red Herring
Prospectus.

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of their
shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their shareholding in
our Company or the shareholding of their relatives in our Company. For details of the shareholding and directorships of our
Promoters in our Company, please refer to the chapter titled "Capital Structure", "OurManagement" and "RestatedFinancial
Statements beginning on Pages 67, 153 and 173, respectively of this Draft Red Herring Prospectus.

Our Promoter, Mehul Vasantbhai Raymagiya is the Chairman and Managing Director of our Company and Raymagiya Hemali
Mehulbhai is the Non-Executive Director of our Company. Therefore, they may be deemed to be interested to the extent of any
remuneration which shall be payable to them in such capacity. Further, Raymagiya Hemali Mehulbhai has leased two properties
to our Company, and therefore, may be deemed to be interested to the extent of the rental income which shall be payable to her.
Except as stated in this section and the section titled "Our Management, "Related Party Transactions and "Restated Financial
Statements" beginning on Pages 153, 200 and 173, respectively, our Promoters do not have any interest in our Company other
than as Promoters.

No sum has been paid or agreed to be paid to our Promoters or to the firms or companies in which our Promoters are interested
as members in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as directors or
promoters or otherwise for services rendered by our Promoters or by such firms or companies in connection with the promotion
or formation of our Company.

Except as mentioned in "Interests of Promoters", our Promoters do not have any interest in any property acquired by our
Company in the three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company
or in any transaction by our Company with respect to the acquisition of any land.

We confirm that there is no conflict of interest between the suppliers and customers (crucial for operations of our Company) and

our Promoters and Promoter Group, Key Managerial Personnel, Directors, Promoter Group Entity and its Directors.

As on the date of this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group have (i) not extended
any personal guarantees and (ii) have not provided their personal properties, for securing the repayment of the bank loans
obtained by our Company. Our Promoters have advanced certain unsecured loans to our Company and have leased two properties
to our Company for our Registered Office and store. For further details, please refer to the chapter titled "Financial Indebtedness"
and Properties section of "Our Business" on page 253 and 144 of this Draft Red Herring Prospectus.

Our Promoters are not interested in any transaction in acquisition of land or property or any other contract, agreement or
arrangement entered into by the Company and no payments have been made or are proposed to be made in respect of these
contracts, agreements or arrangements.

Except as stated in this chapter and in the chapter titled "Restated Financial Information - Related Party Transactions", there
has been no payment of any amount of benefits to our Promoters or the members of our Promoter Group during the last two
years from the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters
or Promoter Group as on the date of this Draft Red Herring Prospectus. For further details, please refer to the chapter titled
"Restated Financial Statements - Related Party Transactions" beginning on Page 173 of this Draft Red Herring Prospectus.

As of the date of this Draft Red Herring Prospectus, there is no litigation involving our Promoters.

Except as disclosed in the chapter titled "Financial Indebtedness", our Promoters have not extended any guarantees against the
Equity Shares held by them to third parties in respect of our Company and the Equity Shares that are outstanding as on the date
of filing of this Draft Red Herring Prospectus.

Our Promoters have not disassociated themselves from any company/firm during three years preceding the date of this Draft
Red Herring Prospectus.

Our Promoters are not involved with any ventures which are in the same line of activity or business as that of our Company
except to the extent of a Partnership firm namely M&I India, a Promoter Group Entity related to Fenil Mehulbhai Raymagiya,
who has 50% share in Profit & Loss. The partnership firm is engaged in the business of mobile phone accessories which are

imported from China and repacked and rebranded in India under their brand name ^w =???? . The firm started operations
in July 2023 and mainly operates in Gujarat. Since the turnover of the such firm as compared to our Companys business is
below 2% of total revenue of the Company, it will not result in any conflict of interest for our Promoters.

In addition to our Promoters, the following individuals and entities forms part of our Promoters Group in terms of Regulation
2(1) (pp) of the SEBI (ICDR) Regulations:

Except as stated below, no other company, firm or HUF are forming part of the promoters group:

Neither our Promoters nor members of the Promoters Group have been declared as wilful defaulters by the RBI or any other
governmental authority nor are there any violations of securities laws committed by them in the past or are currently pending
against them.

Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders
Act, 2018.

Neither Promoters nor entities forming part of our Promoters Group have been debarred or prohibited from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our
Promoters and members of the Promoters Group are not and have never been promoters, directors or persons in control of any
other company, which is debarred or prohibited from accessing or operating in capital markets under any order or direction
passed by SEBI or any other regulatory or governmental authority.

There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority
during the last 5 (five) years preceding the date of this Draft Red Herring Prospectus against our Promoters.