MOS Utility Ltd Directors Report

The Standalone financial statements for the year ended March 31, 2023 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.

For the financial year 2022-2023, your Company recorded net revenue of Rs. 10,614 Lakhs as against Rs. 7,734 lakhs in the previous year and thereby recorded growth of 37.24 % in the net sales.

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

The balance of Profit & Loss statement amounting to Rs. 478.79 Lakhs in the Financial Year under review.

The total reserves for the Financial Year 2022-2023 is Rs. 722.54 Lakhs.

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 annual return with the Board?s Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board?s 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://www.mos-world.com/

A. Authorized Capital

The company has increase its authorized capital from Rs. 3,00,00,000 to Rs. 30,00,00,000 vide special resolution passed by the members in the EGM held on 19^th May 2022 during

the period under review.

B. Paid up share capital

The total paid up share capital of the Company as on 31^st March, 2023 is Rs. 19,16,11,860 comprising of 1,91,61,186 Equity Shares of Rs. 10/- each.

Our company have undertaken a significant hiring drive across India, starting in April. We have 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.

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

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, 2023.

The material events occurred during financial year is as follows:

i. The Registered office address of the Company was shifted from 805 Quantum Tower, Off. S.V. Road, Ram Baug, Malad West, Mumbai - 400064 to Office No 1, 2, 3 and 4, C Wing, 1st Floor, Poonam Heights, S.V. Road, Goregaon West Mumbai City 400062 with effect from 21^st November 2022.

ii. The Registered office address of the Company was shifted from Office No 1, 2, 3 and 4, C Wing, 1st Floor, Poonam Heights, S.V. Road, Goregaon West Mumbai City 400062 to 12th Floor, Atul First Avenue, Above Kia Motors Showroom, Goregaon - Mulund Link Rd, Malad West, Mumbai, Maharashtra 400064 with effect from 13^th March 2023.

iii. The company added a new object clause in the main object of the Memorandum of Association (“MOA”) of the company with effect from 19^th May 2022.

iv. Pursuant to Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public Company, received from Registrar of companies, Mumbai, the status of the company was converted from “Private Limited Company” to “Public Limited Company” with effect from 3^rd August 2022.

v. The Company has filed Draft Red Herring Prospectus on 30^th January 2023 and Red Herring Prospectus on 20^th March 2023 with National Stock Exchange Limited.

10. MATERIAL EVENTS OCCURRED AFTER END OF FINANCIAL YEAR

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

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. Mr. Chirag Shah, resigned from the post of CEO and appointed as Additional Director of the Company with effect from 1^st June 2023.

v. Appointment of Mr. Jignesh Juthani as a Chief Executive Officer of the company w.e.f 1^st June, 2023.

11. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Appointments:

Mr. Pradeepkumar Suresh Vishwakarma as a Chief Financial Officer of the company with effect from 1^st November, 2022.

Mr. Aladiyan Manickam, Independent Director of the company, was appointed on 1^st December, 2022 for the term of 5 years (Five Years) with effect from 1^st December, 2022 to 30^th November 2027.

Ms. Anjeeta Anandnath Mishra, Independent Director of the company, was appointed on 1^st December, 2022 for the term of 5 years (Five Years) with effect from 1^st December, 2022 to 30^th November 2027.

Mr. Ravi Natvarlal Ruaprelia, Managing Director of the company, was appointed on 1^st December, 2022 for the term of 5 years (Five Years) with effect from 1^st December, 2022 to 30^th November 2027

Ms. Mansi Sharad Bhatt as a Company Secretary and Compliance Officer of the company with effect from 20^th December, 2022.

b. Resignations:

Mr. Naresh Yasolu resigned from the post of Company Secretary and Compliance officer of the company with effect from 20^th December, 2022.

B. DECLARATIONS BY INDEPENDENT DIRECTORS

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 Director?s database maintained by the Indian Institute of Corporate A airs; 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.

12. BOARD MEETINGS

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

18 (Eighteen) Board Meetings were held during the financial year ended 31^st March, 2023. The maximum gap between two meetings was less than one hundred and twenty days.

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

13. COMMITTEES OF THE BOARD

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

A. Audit Committee

During the Financial Year 1 (One) Meeting of the Nomination and Remuneration Committee was held on 23^rd January 2023.

The details of Terms of reference along with the powers & role of the Audit Committee is available on Company?s website and can be accessed at the link provided herein i.e., https://www.mos-world.com/

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

B. Nomination and Remuneration Committee

During the Financial Year 1 (One) Meeting of the Nomination and Remuneration Committee was held on 23^rd January, 2023.

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 Remuneration Policy is available on Company?s website and can be accessed at the link provided herein i.e., https://www.mos-world.com/policies.php

C. Stakeholders Relationship Committee

No Stakeholders Relationship Committee meeting was held during the reporting Financial Year.

14. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

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 Board?s functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of the fulfilment of 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 performance assessment of Non- Independent Directors, the Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

15. REMUNERATION POLICY

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://www.mos-world.com/policies.php

16. DIRECTORS? RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

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 a true and fair view of the state of affairs of the Company for the year under review. c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The directors 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 a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. AUDITORS

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

18. AUDITOR?S REPORT

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

19. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, the Board has appointed M/S Shah & Santoki Associates, Practicing Company Secretary for Secretarial Audit of the company for the FY 2023-2024.

20. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

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.

21. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

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.

22. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

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

23. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 (“POSH Act”). Internal Complaints Committees have been set up in accordance with the provisions of POSH Act at the workplace to redress sexual harassment complaints 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 2022-2023 and hence no complaint is outstanding as on 31^st March, 2023 for redressal.

24. VIGIL MECHANISM

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. The policy on vigil mechanism is available on the weblink https://www.mos-world.com/policies.php.

25. RISK MANAGEMENT:

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

26. CODE OF CONDUCT

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 Company?s website.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2022-2023 with related parties were in the ordinary course of business and on an arm?s 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 arm?s 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 I)

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

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

30. INDUSTRIAL RELATIONS

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

31. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company are currently listed on SME platform at National Stock Exchange.

32. DETAILS WITH REFERENCE TO SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

The company does not have any subsidiary, Joint venture or associate company.

33. LOANS / GUARANTEES OR INVESTMENTS UNDER PROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013

34. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

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

36. APPRECIATION: