MOS Utility Ltd Management Discussions

Source: Investindia

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Description: A set of APIs providing comprehensive digital infrastructure.

Objective: Facilitate seamless digital integration for over 1.3 billion Aadhaar holders and various digital services.

Description: A flagship initiative to transform India into a digitally empowered society.

Objective: Enhance online infrastructure and digital literacy for over 1 billion citizens.

Description: A financial inclusion scheme providing universal banking access.

Objective: Opened over 523.9 million new bank accounts.

Description: Supports startups with financial aid, mentorship, and infrastructure.

Objective: Provides tax exemptions and access to a 10,000 cr fund for startups.

Description: Promotes innovation and entrepreneurship. Objective: Supports startups and projects, including those in fintech, with funding and infrastructure

Description: Manages payment systems like UPI, RuPay, and AEPS.

Objective: Enhance digital payments and financial inclusion across 400+ million UPI users and RuPay cardholders.

Description: Enhances financial literacy through national programs.

Objective: Educate citizens on financial products, benefiting millions through the National Centre for Financial Education (NCFE) and Centres for Financial Literacy (CFLs).

Description: Allows secure, consent-based financial data sharing.

Objective: Supports over 1.1 billion bank accounts, facilitating digital invoice financing and improved financial management

Description: Provides financial support to micro and small enterprises.

Objective: Disburses loans of up to 10 lakh to small businesses, including fintech startups.

Description: Provides high-speed broadband to rural areas. Objective: Improve connectivity for over 2.5 lakh gram panchayats,enhancingaccesstodigitalfinancialservices.

The Indian banking system includes 12 public sector banks, 21 private sector banks, 44 foreign banks, and 12 small finance banks, with a notable expansion of digital infrastructure. By April 2024, there were 1,736,972 micro-ATMs, 126,593 on-site ATMs and CRMs, and 91,826 off-site ATMs and CRMs. Digital adoption is on the rise, with 100% of new bank accounts in rural areas being opened digitally, and BCG predicts that digital payments will constitute 65% of all transactions by 2026. In 2023, public sector banks held assets worth US$ 1,686.70 billion, accounting for 58.31% of the total banking assets, while private sector banks had assets of US$ 1,016.39 billion. The interest income for public banks was US$ 102.4 billion, compared to US$ 70 billion for private banks.

Indias digital lending market has shown robust growth, with a CAGR of 39.5% over the past decade. The market is projected to exceed US$ 720 billion by 2030, making up nearly 55% of the anticipated US$ 1.3 trillion digital lending market highlights opportunity in the country. This significant the increasing reliance on digital financial services, reflecting a broader shift towards digitalization in Indias banking and financial sectors.

In 2023, the travel and tourism industry contributed over USD

199.3 billion to the global GDP, and this figure is expected to rise to USD 512 billion by 2028. In India, the industrys direct contribution to the GDP is projected to grow annually at a rate of 7-9% from 2019 to 2030. Revenue from religious tourism destinations nearly doubled in 2022, reaching 1,34,543 cr (USD 16.2 billion), up from 65,070 cr (USD 7.8 billion) in 2021, according to the Ministry of Tourism. By 2028, Indias tourism and hospitality sector is anticipated to generate over USD 59 billion in revenue, with Foreign Tourist Arrivals (FTAs) projected to reach 30.5 million.

The Indian travel market is forecasted to grow to USD 125 billion by FY27, up from an estimated USD 75 billion in FY20. International tourist arrivals are also expected to hit 30.5 million by 2028.

In FY24, the Indian non-life insurance industry saw a 19.5% increase in premium income, reaching 1,14,972 crore (US$13.8 billion), driven by strong demand for health and motor policies. Growth slowed slightly to 14.86% in the first half of FY24, compared to 15.30% the previous year. Key drivers included health insurance, motor, and crop insurance, with notable contributions from the Pradhan Mantri Fasal Bima Yojana (PMFBY). The motor insurance sector is expected to grow long-term due to automotive expansion and greater coverage. India is set to become the sixth-largest insurance market within a decade, bolstered by favorable regulations and a rise in private sector market share from 15% in 2004 to 62% in FY23.

The Indian logistics industry is rapidly growing, driven by a booming e-commerce market and technological advancements, and is predicted to account for 14.4% of the GDP. Valued at US$ 250 billion in 2021, it is expected to reach US$ 380 billion by 2025 with a 10%-12% annual growth rate. Employing 22 million people, the sector has evolved to include end-to-end product management, last-mile delivery, predictive planning, and analytics. It is highly fragmented, with over 1,000 participants, including local and global players, and e-commerce startups. Technology solutions like TMS and

WMS have improved operational efficiency and customer service. The government aims to reduce logistics costs from 13-14% to 10% of the GDP. As of FY21, roads dominate the sector with a 73% share, followed by rail (18%), water (5%), and air (5%).

1. Growing Digital Economy: Increasing adoption of digital services in India presents a significant opportunity.

2. Expansion into New Markets: Potential to expand services into untapped rural and semi-urban areas.

3. Technological Advancements: Leveraging emerging technologies such as AI, blockchain, and machine learning to enhance service offerings.

4. Government Initiatives: Support from government programs aimed at promoting digital payments and financial inclusion.

5. Increasing Financial Literacy: Rising awareness and education about digital financial services among the population.

1. Intense Competition: Strong competition from both established financial institutions and new fintech startups.

2. Regulatory Changes: Potential changes in regulations that could impact business operations.

3. Cybersecurity Risks: Increased risk of cyber-attacks and data breaches as the company expands its digital footprint.

4. Economic Uncertainty: Economic downturns or instability could affect customer spending and service uptake.

5. Technological Obsolescence: Rapid technological changes could render existing platforms and services outdated.

MOS Utility Limited has established itself as a frontrunner in the Indian digital fintech market, leveraging a comprehensive suite of services to drive financial inclusion and digital transformation across the nation. With a vast network encompassing 1,81,000 agents, 13,850 distributors,1500 master distributors, and 250 MOS Seva Kendras, the company ensures its services reach every corner of India, including rural and remote areas.

The managements strategic focus on integrating diverse offerings such as banking, utility, and travel services on a single platform has set MOS apart from its competitors, providing a seamless user experience and maximizing earning potential for its partners. By transforming retail locations into fintech hubs and enabling hassle-free, efficient transactions through micro ATMs and Aadhaar-enabled payment systems, MOS facilitates secure financial access and reliable government-backed payments. The companys commitment to the "Vocal for Local" initiative further strengthens its market presence by empowering local entrepreneurs and creating economic growth opportunities. As the preferred partner for major institutions like IRCTC, SBI, NSDL, and BOI, MOS Utility Limited continues to innovate and expand its service offerings, ensuring comprehensive coverage of banking, utilities, travel, and insurance services. The managements vision to be the premier fintech solutions provider in India, coupled with its robust technology support and customer-centric approach, positions MOS Utility Limited as a catalyst for financial empowerment and technological advancement in the rapidly evolving Indian market.

The financial performanceofMOSUtilityLimitedfrom2022 or. sect to 2024 reflects significant underscoring its robust market position in Indias digital fintech landscape. The banking segment has seen a remarkable increase, with revenue escalating from 228.77 lakhs in 2022 to 839.70 lakhs in 2024, driven by the expansion of micro-ATMs, AEPS, and other banking services. Similarly, the utility segment has demonstrated impressive growth, with revenue soaring from 7,013.36 lakhs in 2022 to 12,952.55 lakhs in 2024, reflecting the high demand for digital bill payments and mobile recharges. This upward trend is indicative of MOS Utilitys ability to effectively capture and capitalize on the increasing reliance on digital financial services in India. nI comparison to the broader market, MOS Utility Limiteds diverse service portfolio and extensive network have enabled it to outperform many of its competitors. The companys entertainment segment, which grew from 211.77 lakhs in 2022 to 1,945.29 lakhs in 2024, highlights its strategic diversification and ability to tap into emerging markets.

Meanwhile, the travel segments steady growth, despite challenges in the broader travel industry, underscores MOSs resilience and adaptability. The substantial increase in total revenue from 7,734.10 lakhs in 2022 to 17,456.02 lakhs in 2024, alongside the total turnover reaching 1,80,339.19 lakhs, illustrates the companys successful market penetration and the efficacy of its integrated service approach. This comprehensive growth trajectory not only reaffirms MOS Utility Limiteds leadership in the fintech sector but also positions it as a pivotal player driving financial inclusion and digital empowerment in India.

By 2030, MOS Utility Limited aims to establish 1,000 MOS

Sewa Kendras across India, significantly increasing its physical presence and accessibility. This expansion is projected to enhance customer engagement and service delivery, positioning MOS Utility as a key player in the financial inclusion landscape.

MOS Utility plans to grow its agent network to 3,00,000 agents nationwide. This extensive network will not only amplify the companys reach but also empower local entrepreneurs, creating a robust ecosystem for delivering a wide array of services.

The company is targeting a revenue from operations of 1,000 crores by 2030. This ambitious goal reflects MOS

Utilitys confidence in its diversified ability to capture a larger market share in the rapidly evolving fintech across all segments,

With a projected gross transaction value of 15,000 crores, MOS Utility aims to become a dominant player in digital transactions. This substantial increase in transaction volume will be driven by the companys comprehensive suite of services, including banking, utility payments, travel bookings, and entertainment.

The number of Kiosk Banks (CSP) is expected to reach 15,000 further strengthening MOS Utilitys banking infrastructure. These kiosks will provide essential banking services to underserved areas, promoting financial inclusion and digital literacy.

The launch of the Super B2B App, dubbed "Connecting Bharat," will be a cornerstone of MOS Utilitys strategy. This digital platform will integrate multiple services, offering a seamless user experience and driving adoption among businesses and consumers a like.

MOS Utility Limiteds Vision 2030 sets it apart from competitors by focusing on comprehensive growth and technological innovation. The companys strategy to expand its physical and digital presence, coupled with its strong agent network, positions it to capitalize on the increasing demand for digital financial services. As the fintech market in India continues to grow, MOS Utilitys holistic approach will likely result in sustained growth and a stronger market position, driving financial inclusion and digital empowerment across the nation.

In FY24, MOS Utility Limited has demonstrated substantial growth in standalone revenue and income compared to FY23. Our revenue surged from 106.14 crores in FY23 to 174.56 crores in FY24, marking an impressive increase of 68.42 crores, which translates to a 64.47% growth. This significant rise is a strong indicator of our expanding market presence and successful business strategies. Additionally, our other income also saw a notable increase from 3.52 crores to 6.18 cr, reflecting a 75.57% growth. This contributed to our total income increase from 109.66 cr in FY23 to 180.74 cr in FY24, an overall growth of 64.83%.

Regarding our expenditure, the total in FY24 rose to 164.72 crores from 99.04 crores in FY23, an increase of 66.32%. This increase is primarily driven by higher raw material expenses, which grew by 63.17%, reaching 151.21 cr from 92.67 cr.

Employee benefit expenses more than doubled, from 3.14 cr to 7.21 cr indicating a substantial investment in our human resources. Despite these higher expenses, we managed increased to improve our profitability by 50.71%, from 10.63 cr in FY23 to 16.02 cr in FY24.

Furthermore, our PBT saw a substantial increase of 79.92%, growing from 7.32 cr in FY23 to 13.17 cr in FY24. Our PAT almost doubled, with an increase of 84.51%, reaching 10.48 cr in FY24 from 5.68 cr in FY23.

Our Total Comprehensive Income grew by 91.69%, from 5.42 cr in FY23 to 10.39 cr in FY24, reflecting our overall profitability and financial health. Notably, our Net Profit Margin increased from 4.94% to 5.75%, showing enhanced efficiency and profitability. EPS improved from 3.72 to 4.17, indicating higher returns for our shareholders. Looking ahead, our future growth outlook is reinforced by these strategic initiatives and strong financial performance. MOS Utility Limited demonstrated strong consolidated growth from FY22 to FY24. Revenues surged from 106.14 crore in FY23 to 186.77 crore in FY24, reflecting increased demand and business expansion. EBITDA improved to 17.85 crore in FY24, despite a slight dip in EBITDA margin from 9.69% to

9.25%. Profit

12.13 crore, improving PAT margins to 6.24%. The companys ROE stood at 15.41% in FY24, with a robust balance sheet showing net worth growing to 78.77 crore. Current ratio improved from 2.35 to 2.65, indicating better liquidity, and debt-to-equity reduced to 0.06, reflecting stronger financial stability.

Impact of Regulatory Changes: The fintechindustry is highly regulated, and any changes in financial regulations or compliance requirements could impact MOS Utilitys operations. Adapting to new regulations or policy shifts could incur additional costs and operational adjustments.

Compliance with Data Protection Laws: As the company dealswithvastamountsofsensitivefinancialand personal data, ensuring compliance with data protection laws and regulations is crucial. Non-compliance could lead to penalties and reputational damage.

Increased Risk of Cyber Attacks: As MOS Utility expands its digital footprint, it becomes a more attractive target for cyber-attacks. This includes risks of data breaches, hacking, and fraudulent activities that could compromise customer information and financial

Investment in Cybersecurity Measures: The need for ongoing investment in robust cybersecurity infrastructure is essential to protect against evolving threats. Failure to adequately secure reputationalits systems could lead to significant losses.

Economic Downturns: Economic instability or downturns could impact consumer spending and financial activity, affecting the companys revenue streams. Economic slowdowns may reduce demand for certain services and strain financial performance. Volatility in Financial Markets: Fluctuations in global financial markets can affect investment returns and business operations, potentially impacting MOS Utilitys financial stability and growth Tax (PAT) also saw a healthy rise, reaching prospects.

Intense Competition: The fintech sector is highly competitive, with numerous startups and established financialinstitutions vying for market share. MOS Utility must continuously innovate and differentiate itself to maintain its competitive edge.

Price Wars and Margin Pressures: Competitive pricing strategies by rivals could lead to reduced profitmargins and increased pressure to offer discounts or lower fees, affecting overall profitability.

Scalability of Technology: As MOS Utility scales its operations and expands its service offerings, ensuring the scalability and reliability of its technological infrastructure is critical.

Technological failures or inefficiencies could disrupt services and impact customer satisfaction.

Adaptation to Technological Changes: The rapid pace of technological advancements requires continuous updates and adaptations. Failing to keep up with technological trends could result in obsolescence and loss of market relevance.

At MOS Utility Limited, our human resources are pivotal to driving the companys vision and achieving our strategic goals. As of FY24, we have significantly expanded our workforce to support our rapid growth, reflecting our commitment to investing in talent and fostering a culture of excellence. With 239 dedicated staff members, our team is the backbone of our success. Our employee benefit expenses increased substantially, highlighting our dedication to attracting, retaining, and nurturing top talent. We are proud of our comprehensive training and development. programs, which equip our employees with the skills needed to thrive in the fast-evolving fintech landscape. Our focus on employee well-being, diversity, and inclusion ensures a supportive and dynamic work environment, enabling our team to deliver exceptional service and innovative solutions. As we continue to grow, we remain committed to enhancing our human capital through strategic recruitment, professional development opportunities, and a collaborative corporate culture, positioning MOS Utility as an employer of choice and a catalyst for sustainable success.

The Company maintains an effective internal control system tailored to the size, nature, and complexity of its operations. This system is responsible for managing emerging risks within the organization, ensuring the reliability of financial information, timely reporting of operational and financial activities, safeguarding assets, and strict compliance with applicable laws and regulations. The Companys internal auditors regularly monitor and assess these controls. The Audit Committee reviews the audit reports frequently and ensures that any deviations are addressed promptly. Key observations are communicated to management, which takes immediate corrective action.

The Companys objectives, projections, outlook, expectations, estimates, and other information expressed in the Management Discussion and Analysis may be considered forward-looking statements under applicable securities laws and regulations. These statements are based on certain assumptions that the Company cannot guarantee. Several circumstances, some of which the Company may not have direct control over, could substantially impact the Companys operations. As a result, actual results may differ materially from such projections, whether expressed or implied, due to factors beyond the Companys ability to successfully implement its growth strategy. The Company assumes no obligation or responsibility to update forward-looking statements or to publicly amend, modify, or revise them to reflect events or circumstances that occur after the date of the statement based on subsequent development, information, or events. The Management of MOS Utility Limited presents below an analysis of its performance during the year under review, i.e., accounting year ended 31st March, 2024 (for the period April 1, 2023, to March 31, 2024).

To,

The Members

Your Directors have the pleasure of presenting their 15^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Standalone and Consolidated financial statements for the year ended March 31, 2024 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements under Section 133 of the Companies Act, 2013 read with Companies

(Accounts) Rules, 2014.

[Amount in Lakhs]

2. DIVIDEND

During the Year under review the Company has not declared any Dividend.

3. RESERVES AND SURPLUS

The balance of the Profit & Loss statement is 1038.91 Lakhs in the Financial Year under review.

The total reserves for the Financial Year 2023-2024 is 4922.48 Lakhs.

4. EXTRACT OF ANNUAL RETURN:

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of the annual return with the Boards Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Boards report in accordance with sub section (3) of section 92 of the Companies Act, 2013.

The Annual return will be placed on the web link of the company viz., https://mos-world.com/investor-relations

5. SHARE CAPITAL

The company has notincreaseditsauthorizedcapitalduringthefinancialyear under review.

The Company has increased its paid-up share capital as mentioned below during the period under review:

The total paid up share capital of the Company as on 31^st March, 2024 is 24,93,55,860 comprising of 2,49,35,586 Equity Shares of 10/- each.

6. BUSINESS OUTLOOK

drive across Ourcompanyhaveundertaken India, starting in April. We have significant strategically recruited field staff and telesales teams to accelerate our franchisee onboarding process. Through this nationwide hiring initiative, we will expand our workforce and strengthen our presence across the country, enabling us to serve our customers better and capture new opportunities. To further enhance customer engagement and loyalty, we have introduced innovative marketing strategies, including the implementation of loyalty programs. These programs are designed to reward our valued customers for their continued trust and support. By offering exclusive personalized bonuses and incentives, we aim to foster long-term relationships, increase customer satisfaction, and drive customer advocacy. Our marketing team has been diligently working on implementing these strategies, ensuring their effectiveness and resonance with our target audience.

7. THE CHANGE IN THE NATURE OF BUSINESS

No change in the nature of business activities during the year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the ends of the

Financial Year of the Company i.e., 31^st March, 2024.

9. MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR

The material events occurred during financial year is as follows:

i. Subsequent to filing of Draft Red Herring Prospectus and Red Herring Prospectus the company filed Prospectus on

10^th April 2023.

ii. Further, the Company got listed on NSE – SME Emerge platform on 18^th April, 2023.

iii. The company has incorporated a new company named MOS LOGCONNECT PRIVATE LIMITED and holds 61% stake in the said company. Therefore, the said company is now the Subsidiary of MOS Utility Limited.

iv. Change in designation of Mr. Chirag Shah from Chief Executive Officer to Additional Executive Director of the company w.e.f. 1^st June, 2023. Further, he got regularized as Executive Director of the Company in the Annual General Meeting dated 2^nd August, 2023.

v. Appointment of Mr. Jignesh Juthani as a Chief Executive Officer of the company w.e.f 1^st June, 2023. vi. The company has acquired shares of a company named INDICORE INFOCOMM PRIVATE LIMITED and holds 51% stake in the said company. Therefore, the said company is now the Subsidiary of MOS Utility Limited.

vii. Resignation of Mr. Aladiyan Manickam, Independent Director of the Company with effect from 22^nd January, 2024.

viii. Appointment of Ms. Heena Jaysinghani as Additional Independent director with effect from 22^nd January, 2024.

ix. The company has acquired shares of a company named JC VENTURES PRIVATE LIMITED and holds 51% stake in the said company. Therefore, the said company is now the Subsidiary of MOS Utility Limited.

The material events that occurred after the end of financial year is as follow:

i. Appointment of Mr. Sunil Kulkarni as an Independent Director with effect from 12^th April, 2024 for the term of 5 years (Five Years) with effect from 12^th April, 2024 to 1^st April 2029.

ii. Regularization of Ms. Heena Jaysinghani as an Independent director in the Extra Ordinary General Meeting dated 8^th May 2024.

iii. Increase in Authorised Capital and the Alteration of Capital Clause in the Memorandum of Association of the company.

An application for in-principal approval has been submitted to the National Stock Exchange (NSE) to offer, issue, and allot equity shares (other than cash) and convertible warrants on a preferential basis. We are currently awaiting approval from NSE.

iv. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the changes in the composition of the Board of Directors during the year. a. Appointments:

Mr. Jignesh Juthani was appointed as a Chief Executive Officer of the company with effect from 1 ^st June, 2023.

• Mr. Chirag Dineshhai Shah, was appointed as an Additional Executive Director with effect from 1^st June, 2023.

• Ms. Heena Jaysinghani, Independent Director of the company, was appointed on 22^nd January, 2024 for the term of 5 years (Five Years) with effect from 22^nd January, 2024 to 22^nd January 2029. b. Resignations:

• Mr. Aladiyan Manickam resigned from the post of Independent Director of the company with effect from 22^nd January, 2024.

Pursuant to the provisions of section 152 of the Act, Mr. Ravi Natvarlal Ruparelia (09091603), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Profileand other information of Mr. Ravi Ruparelia as required under Regulation 26, Regulation 36 of SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual General Meeting.

No Independent Director was due to be re-appointed during the year.

The Company has received the following declarations from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs.

• In terms of Regulation 25(8) of the Listing Regulations, 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.

• In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules,

2014.

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

9 (nine) Board Meetings were held during the financial ^st March, 2024. The maximum gap between yearended 31 two consecutive meetings was not more than one hundred and twenty days.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

There are currently three committees of the Board, as follows:

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Companys financial reporting process. The composition of the

Committee is as under:

During the Financial Year 3 (Three) Meetings of the Audit Committee were held on 30^th May 2023, 9^th November 2023 and 7^th February, 2024.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The composition of the Committee constituted as under:

During the Financial Year 3 (Three) Meeting of the Nomination and Remuneration Committee were held on 30^th May 2023, 23^rd June 2023, 7^th February 2024.

In terms of the applicable provisions of the act, read with the rules framed thereunder and the SEBI Regulations, the Board has placed a policy for appointment, removal and remuneration of Directors, Key Managerial Personnel and Senior Managerial personnel and also on Board diversity, succession planning and Evaluation of Directors. The remuneration paid to the Directors, KMP of the company are as per the terms laid down under the NRC Policy of the company.

The composition of the Committee constituted is under;

1 (one) Stakeholders Relationship Committee meeting was held during the reporting Financial Year on 7^th February, 2024.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its all Committees. The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the

Board, Degree of fulfilmentof key responsibilities, Establishment and delineation of responsibilities to various Committees,

Effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The same has been placed on the website of the company on https://mos-world.com/investor-relations

a) In the preparation of the annual accounts, the applicable accounting standards have been followed. b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review. c) The directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The directors have prepared the annual accounts on a going concern basis. e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Mathia& Co., Chartered Accountant, (FRN: 126504W) is appointed as Statutory Auditors ofthe Company from the conclusion of the Annual GeneralMeeting [AGM] heldin theyear 2021 tilltheconclusion of the Annual General Meeting to be held in the year 2026.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board has duly examined the Statutory Auditor sreport on accounts which is self- explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

In terms of Section 204 of the Act and the Rules made there under, M/S Shah & Santoki Associates, Practicing Company

Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2023-24.

The Secretarial Auditors have submitted their report, confirming compliance by the Company with all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The

Secretarial Audit Report is annexed as Annexure – I to this report.

The Company appointed Shailesh R & Co, Chartered Accountant Firm, as the Internal Auditor of the Company for the financial year ended 2023-24.

The Company has not issued any shares with di erential rights and hence no information as per provisions of Section 43(a)

(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SH Act"). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No complaint was received from any employees of the Company or otherwise during the financial year 2023-2024 and hence no complaint is outstanding as on 31^st March 2024 for redressal.

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

All material Risks faced by the Company are identifiedandassessed.Foreachoftherisksidentified,corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Companys website.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Companys internal control system is commensurate to the size, scale and complexities of its operations.

With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2023-2024 with related parties were in the ordinary course of business and on an arms length basis. During the year under review, the Company has not entered into any contract or arrangement or transaction with related parties as per section 188(1) of the Act, which could be considered a material transaction and all the related party transactions entered by the company during the financial year were at arms length basis and in the ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.

Disclosure related to contracts/arrangements with related parties are as per AOC 2 - (Annexure II) 26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Conservation of energy, technology absorption, foreign exchange earnings and outgo are NIL during the year.

During the year under review, your Company maintained cordial relationships with employees at all levels.

As on the date of this report, the Company has its Equity Shares listed on the SME platform at the National Stock Exchange.

In accordance with the Companies Act, 2013, and the relevant rules, we provide the following details regarding our

Subsidiary, Joint Venture, and Associate Companies for the financial year:

MOS Logconnect Private Limited: It is our subsidiary, we have 61% Stake in MOS Logconnect Private Limited.

Indicore Infocomm Private Limited: We have fifty one percent stake in Indicore Infocomm Private Limited.

JC Ventures Private Limited: It is our subsidiary, we have 51% Stake in JC Ventures Private Limited.

Our Company does not have any Joint Ventures in the financial year under review.

Our Company does not have any Joint Ventures in the financial year under review.

According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiaries are prepared in accordance with the relevant Indian Accounting Standard specified under the and form part of this Annual Report. A statement containing the salient features of the financial statements of the

Companys subsidiaries, joint ventures, and associates in Form No. AOC-1 is given in this Annual Report as Annexure III

Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company, on https://mos-world.com/investor-relations. The details of the business of key operating subsidiaries during FY 2023-24 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

(Amount in Lakhs)

Based on the financials of the year 2022-2023, the provisions under Section 135 of the Companies Act, 2013 were not applicable for the financial year under review.

Note: "During the financial year under review, Section 135 of the Companies Act, 2013 was not applicable to our company. However, according to the financials of this year i.e., FY 23-24, Section 135 of the Companies Act, 2013 will be applicable to us starting next year i.e., FY 24-25."

1. The Company has not accepted deposits covered under Chapter V of the Act;

2. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the companys operations in future.

3. Since the Companys securities are listed on EMERGE SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of

Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

4. There are no employees who are in receipt of salary in excess of the limits prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as (Annexure III).

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.