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graph-market Equity

Maagh Advertising & Marketing Services Ltd

Miscellaneous

BSE Code 543624

ISIN Demat INE0KY201021

Book Value 3.46

NSE Symbol N.A

Div & Yield % 0

Market Cap (₹ Cr.) 328.29

P/E 0

EPS 0.01

Face Value 1

To,

The Members,

Maagh Advertising and Marketing Services Limited

Your Directors take pleasure in presenting the 10^th Annual Report on the business and operations of your Company together with Audited Financial Statement for the Financial Year ended March 31, 2023.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended March 31, 2023 as comparison with the previous financial year ended March 31, 2022 are summarized below:

Particulars	Standalone Amount in Rs.		Consolidated Amount in Rs.
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	9,19,17,282	1,17,768,910	20,03,47,201	2,17,99,0224
Other Income	0	0	0	0
Total Revenue	9,19,17,282	1,17,768,910	20,03,47,201	21,79,90,224
Profit Before Interest, Tax & Depreciation	66,31,958	63,73,954	1,46,57,929	1,41,56,116
Less : Financial cost	0	0	0	0
Less: Depreciation	34,24,895	19,54,979	69,52,583	66,68,824
Profit before Tax	32,07,063	44,18,975	77,05,346	74,87,292
Less: Current Tax	10,43,283	11,13,828	24,78,478	21,46,519
Less: Deferred Tax Asset/(Liability)	(44,428)	35,106	(3,07,516)	(1,97,564)
Profit after Tax	22,08,208	32,70,041	5 5,34,383	55,38,337

DIVIDEND

In order to conserve the resources for business requirement, your Board of Directors do not recommend dividend for financial year 2022-2023.

RESERVES

Your Directors do not propose to transfer any amount to General Reserves for the financial year 2022-2023.

STATE OF COMPANY'S AFFAIR DURING THE YEAR STANDALONE & CONSOLIDATED

During the year under review, the Company has generated the Standalone revenue from operations of Rs. 9,19,17,282/- (including other income) and earned net profit after tax Rs. 22,08,208/- in comparison to figures of the previous year of Rs. 1,17,768,910/- and Rs. 32,70,041/-respectively. The Standalone total revenue is decreased by Rs. 25851628/- as compared with last year as well as net profit after tax also decreased by Rs. 1061833/-as compared with last year.

During the year the Company has generated the Consolidated revenue from operations of Rs. 20,03,47,201/-(including other income) and earned net profit after tax Rs. 55,34,383/- in comparison to figures of the previous year of Rs. 21,79,90,224/- and Rs. 55,38,337/-respectively. The Consolidated total revenue is decreased by Rs. 17643023/-as compared with last year as well as net profit after tax also decreased by Rs. 3954/-as compared with last year.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the company has issued and allotted 15,20,000 Equity Shares of Rs. 10 each fully paid up, pursuant to resolution passed by the Board of Directors, dated 02nd March, 2022 and approval of the Shareholders in their Meeting held on 28^th March, 2022, generating proceeds through Initial Public Offering (IPO) in S&P BSE SME Platform of BSE Limited.

Equity Shares of the Company got listed on 13th October, 2022 on the S&P BSE SME platform of BSE Limited.

After the Listing of Equity Shares of the Company on the SME platform of BSE, pursuant to the members approval in Extra Ordinary General Meeting dated 4th March, 2023, Company Increased its Authorized Share Capital from Rs. 4,00,00,000/- (Rupees Four Crores Only) divided into 40,00,000 (Forty Lakh) Equity Shares of Face Value of Rs. 10/- each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakh Only) Equity Shares of Face Value of Rs. 10/- each i.e., by creation of additional authorized capital of Rs. 21,00,00,000 (Rupees Twenty One Crores) divided in to 2,10,00,000 (Two Crores Ten Lakh) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) and alteration in the Clause-V (Capital Clause) of Memorandum of Association relating to Share Capital of the Company.

As on 31^st March, 2023 the Authorized and Paid of Share Capital of the Company is respectively 25,00,00,000 /-( Rupees Twenty Five Crores Only) and 3,28,00,000 /-(Rupees Three Crore Twenty Eight Lakhs Only).

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE II to this Report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year ended on 31st March, 2023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprises of 4 (Four) Directors, out of which 3 (Three) are Non-Executive Independent Directors & 1 (One) is Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

Name of Director	Designation	Date of Appointment
Azharuddin Rabbani Mulla	Managing Director	01/11/2021
Ganesh Sundaram Gounder	Non-Executive Independent Director	23/12/2021
Manoj Gopinathan Nair	Non-Executive Independent Director	08/04/2022
Mangal Milind Dolas	Non-Executive Independent Director	14/06/2022

During the Financial Year the following changes occurred in the composition of Board of Directors:

Name of Director	Designation	Date of Cessation
Shilpa Kunjaram Bagde	Director	14/06/2022
Mandar Dilip Naik	Director	14/05/2022
Akshada Sharad Ughade	Director	08/04/2022
Pravin Arun Bagde	Director	06/04/2022

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other statutory authority for holding office of a Director.

II. Key Managerial Personnel

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 were as under:

Name of KMP	Designation	Date of Appointment and
		Cessation
Sachin Balanath Devade	CFO	Appointed w.e.f 23/12/2021
Nidhi Jaiswal	Company Secretary	Appointed w.e.f 01/04/2022
Sweta Abhishek Kalbalia	Company Secretary	Cessation w.e.f 01/04/2022

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors duly met 8 (Eight) times, in respect of which meetings proper notice were given and the proceedings were properly recorded and signed in the minute's book maintained for the purpose.

Sr. No.	Date of Board Meeting
1.	01/04/2022
2.	06/04/2022
3.	08/04/2022
4.	14/05/2022
5.	14/06/2022
6.	10/10/2022
7.	14/11/2022
8.	07/02/2023

MEETING OF INDEPENDENT DIRECTORS

During the year under review, 1(one) Independent Director Meeting was held on 27/03/2023 for the F. Y. 2022-23.

The object of Independent Meeting was to review the performance of Non- independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent Director of the Company as earliest possible.

EXTRA – ORDINARY GENERAL MEETING OF THE COMPANY

During the year under review, there are following Extra-Ordinary General Meeting was held;

S.No	Date of EGM	Purpose
1.	08^th June, 2022	1. To appoint Mr. Azharuddin Rabbani Mulla as Managing Director of the Company.
2.	04^th March, 2023	1. Increase in Authorised Share Capital of the Company.
		2. Alteration of Capital Clause of Memorandum of Association of the Company.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made there under, out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.

Mr. Azharuddin Rabbani Mulla, Managing Director of the Company is liable to retire by rotation and he being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting of the Company.

The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards – 2 on General Meetings, brief details of Mr. Azharuddin Rabbani Mulla are provided as an Annexure to the Notice convening the 10^th Annual General Meeting.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the Expectations that the Board have from each of the Directors. The evaluation framework for assessing the Performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings; ii. Quality of contribution to Board Deliberations; iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in ANNEXURE III to this Report.

COMMITTEES OF THE BOARD:

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

The Equity Shares of the Company got listed on 13^th October, 2022 on the S&P BSE SME platform of Bombay Stock Exchange. After Listing, In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

I. Audit Committee

II. Stakeholders' Relationship Committee III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE

Committee Constitution is as follows:

Name of Director	Designation	Nature of Directorship
1. Ganesh Sundaram Gounder	Chairman	Non-Executive Independent Director
2. Manoj Gopinathan Nair	Member	Non-Executive Independent Director
3. Azharuddin Rabbani Mulla	Member	Managing Director

The Company Secretary and Compliance Officer of the Company is the Secretary to the Audit Committee.

Note:

*Nidhi Jaiswal Company Secretary Appointed as Company Secretary cum Compliance Officer of the Company with effect from 01^st April, 2022

During the year under reference, only 2(Two) meetings of Audit Committee was held on dated, 14^th November, 2022 and 07^th February, 2023 respectively.

Terms & Scope of Work of Committee:

a) Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company; c) Reviewing and monitoring the auditor's independence and performance and the effectiveness of audit process; d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors; e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies); f) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; Changes, if any, in accounting policies and practices and reasons for the same; accounting entries involving estimates based on the exercise of judgment by management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; and Modified opinion(s) in the draft audit report. g) Reviewing, the quarterly financial statements with the management before submission to the Board for approval; h) 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 offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; i) Approval or any subsequent modification of transactions of our Company with related parties; j) Scrutiny of inter-corporate loans and investments; k) Valuation of undertakings or assets of our Company, wherever it is necessary; l) Evaluation of internal financial controls and risk management systems; m) Monitoring the end use of funds raised through public offers and related matters; n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; o) 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; p) Discussion with internal auditors of any significant findings and follow up thereon; q) 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; r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; s) 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; t) To establish and review the functioning of the whistle blower mechanism; u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances; v) Approval of appointment of the 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; w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and x) Review of (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; (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 including (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 the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Constitution of Stakeholders relationship Committee is as follows;

Name of Director	Designation
1. Ganesh Sundaram Gounder	Chairman
2. Manoj Gopinathan Nair	Member
3. Mangal Milind Dolas	Member

During the year, only 1(One) meeting of Stakeholder's Relationship Committee were held on dated, 07^th February, 2023 respectively.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder's Relationship Committee include the following:

(a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.; (b) Review of measures taken for effective exercise of voting rights by shareholders. (c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. (d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

III. NOMINATION AND REMUNERATION COMMITTEE:

The Constitution of Nomination and Remuneration Committee is as follows;

Name of Director	Designation
1. Ganesh Sundaram Gounder	Chairman
2. Manoj Gopinathan Nair	Member
3. Mangal Milind Dolas	Member

During the year, only 1(One) Nomination and Remuneration Committee meeting were held on dated, 14/11/2022.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance; b) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees c) while formulating the policy under (b) above, ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: d) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company. e) formulation of criteria for evaluation of performance of independent directors and the board of directors; f) devising a policy on diversity of board of directors; g) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. h) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. i) Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration their remuneration. The details of this Policy are given in ANNEXURE III to this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors: (a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) provisions under the Companies Act,2013;and (d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a Director.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.

Further, the Company has received the declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the amended provisions of Regulation 16(1)(b) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been taken on the records of the Company in the Board meeting and Annual Report 2022-23 there has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving the Sitting fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the Loss of the Company for the said period; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors have not reported any fraud under Section 143 (12) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022- 2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under as Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section and forms part of the Annual Report of the Company. The details of this Report are given in ANNEXURE VI to this Report

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section

186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company is the subsidiary Company of Miniboss Consultancy Private Limited, holding 52.41% of equity shares of Maagh.

During the year under review, the company holding 87.64% of Equity shares of Zecrom Enterprises Private Limited and thereby subsidiary company of maagh advertisement.

A separate statement containing the salient features of financial statements of all the subsidiaries of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure IX in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary company and related information are available for inspection by the Members at the Registered Office of the Company during the 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 Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with AS, Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The Company will provide a copy of Annual Report and other documents of its subsidiary company on the request made by any Member, investor of the Company/ Subsidiary Companies. Any Member at the Registered Office of the Company has kept the Financial Statements of the Subsidiary Company for inspection. The statements are also available on the website of the Company www.maaghadvertising.in .

DEPOSITS

Pursuant to the provisions of Section 73 & 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014, the Company has not invited/accepted any deposits from the public during the year under review. However, the Company has not taken unsecured deposits from Directors and relatives of the Directors of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

STATUTORY AUDITOR

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Piyush Kothari and Associates, Chartered Accountants, Mumbai, (Firm Registration No.140711W) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 9^th Annual General Meeting till the conclusion of the 13^th Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Piyush Kothari and Associates, Chartered Accountants (FRN: 140711W), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self- explanatory and do not call for any further clarifications from the Board.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors of the Company has appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary; to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as "Annexure I" and forms a part of this Report.

No Qualification / observation made by the Secretarial auditor in their report for the year ended 31^st March, 2023:

COST AUDITORS

During the year under review, the provisions of the Section 148 of the Companies Act, 2013, are not applicable to the Company. Hence, the company does not required to appoint the Cost Auditor.

INTERNAL AUDITORS

The Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the labs, inventory audit, stock takes, audit for project related accounts, corporate accounts etc.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee, M/s. Gupta Sajankar & Associates (FRN: 028289C), were appointed by the Board of Directors to conduct internal audit reviews of the Company and the Internal Auditor directly reports to the Audit Committee for functional matters.

The Audit Committee in its quarterly meetings reviews the internal audit and controls reports. The Company's internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.maaghadvertising.in.

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 Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board have laid down the directives to counter such acts. The Code has been posted on the Company's website www.maaghadvertising.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DISCLOSURES UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of Complaint received	NIL
No. of Complaint disposed off	NIL

CORPORATE GOVERNANCE

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

POSTAL BALLOT

No Postal ballot was conducted by the company during the year 2022-23.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

STATUTORY DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The Companies Accounts) Rules, 2014 is as follows:

A CONSERVATION OF ENERGY

i) Steps taken or impact on conservation of energy	Your Company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilization of energy. The Company has designed its facilities keeping in view the objective of minimum energy loss. The Company has taken all steps to conserve Energy in the work places by educating and training the employees to conserve energy. The Company has installed invertors AC in areas which are operating extended hours. Energy saving LED lights are installed at various laboratories and collection centers.
ii) Steps taken by the Company for utilizing alternate sources of energy	The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power
iii) Capital investment on energy conservation equipment	The Capital investment on energy conservation equipment is insignificant.
B TECHNOLOGY ABSORPTION
i) Efforts made towards technology absorption	The Company being in Service Sector has adopted all new technology in terms of new software and hardware and latest machinery with automated processes available in the current Techno-environment and commensurate to the size, scale and complexity of its operations.
ii) Benefits derived from technology absorption	Technology absorption has helped the Company to provide better and more accurate service to the Customers.
iii) Details of Imported technology (last three years)
- Details of technology imported	Nil
- Year of Import	N.A.
- Whether technology being fully absorbed	N.A.
- If not fully absorbed, areas where absorption has not taken place and reasons thereof		N.A.
iv) Expenditure incurred on Research and development		Nil
C FOREIGN EXCHANGE EARNINGS AND OUTGO ( in Lakhs)
i) Foreign Exchange inflow		Nil
ii) Foreign Exchange outflow		Nil

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There are no application made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The company is not required to conduct the valuation by the bank and valuation done at the time of One time settlement during the period under review.

LISTING FEES

The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

CEO/CFO CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the Company as the Company is listed on the SME platform and the exemption is granted to the Companies listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015 under Annexure VII of this report.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co- operation have helped, as partners in your Company's progress. Your Directors, also acknowledge the hard work, dedication and Commitment of the employees.

For Maagh Advertising and Marketing Services Limited

SD/-	SD/-
Azharuddin Rabbani Mulla Ganesh Sundaram Gounder
Director Director
DIN: 08046769 DIN: 09444140
Date: 05/08/2023
Place: Mumbai

To

The Members

Maagh Advertising And Marketing Services Limited Office No. 302, 3rd Floor, Kuber Complex, Opp. Laxmi Industrial Estate, New Link Road, Andheri (W) Mumbai City MH 400053 IN,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to corporate practices by M/S. Maagh Advertising And Marketing Services Limited (hereinafter called the ‘Company') for the audit period covering the financial year from 01^st April 2022 to 31^st March 2023(‘the audit period') Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has during the audit period complied with the statutory provisions listed hereunder and also that the company has proper Board processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Maagh Advertising and Marketing Services Limited for the financial year ended on 31^st March, 2023 according to the provisions of:

1. The Companies Act, 2013 (‘the Act') and the Rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 and the Rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Amended Regulations 2018); -

i. The Company has issued 15,20,000 Equity shares of Rs.10 each at a price of Rs. 60/- per Shares (including a share premium of Rs. 50/- per Equity Share) on October 10, 2022 through Public Issue (IPO) and securities of the company has been listed on BSE SME Platform w.e.f. 13/10/2022. ii. The Company Increased its Authorized Share Capital from Rs. 4,00,00,000/- (Rupees Four Crores Only) to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) i.e., by creation of additional authorized capital of Rs. 21,00,00,000 (Rupees Twenty One Crores) and alteration in the Clause-V (Capital Clause) of Memorandum of Association relating to Share Capital of the Company.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;- during the financial year under review, the Company has not issued any shares/options to directors/employees under the (ESOP) said guidelines / regulations. Hence the provisions of the said regulation are not applicable to the company.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;- the company has not issued any debt securities during the period under review the provisions of the said regulation are not applicable to the company;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - the said regulation are not applicable to the company, as the Company is not registered as Registrar to Issue and Share Transfer Agent;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - the equity shares of the company are neither delisted nor proposed to be delisted. Hence the provision of said regulation not applicable to the company;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 – During the period under review the company have not bought back any securities. Hence the said regulation is not applicable to the company;

6. Having regards to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the following laws are also applicable on company;

Maharashtra state tax on professions, Trades, Callings and Employment Act, 1975; The Equal Remuneration Act, 1976; Bombay Shops and Establishments Act, 1948;

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations.

I have also examined compliance with the applicable clauses of the following:

Secretarial Standards with respect to Meeting of Board of Director(SS-1), General Meeting (SS-2) and Dividend (SS-3) issued by The Institute of Company Secretaries of India related to Board meetings, General Meeting and Dividend; The Listing Regulations Issued by the SEBI i.e. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above: I further report that I) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. II) Proper notice is given to all Directors to schedule the Board meetings in compliance with the provisions of Section 173 (3) of the Companies Act, 2013, agenda and detailed notes on agenda were sent at least seven days in advance and where the same were given at shorter notice than 7 (seven) days, proper consent thereof were obtained and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

III) Decisions at the meetings of the Board of Directors of the Company were carried through on the basis of majority. There were no dissenting views by any member of the Board of Directors during the period under review.

I further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further Inform/report that during the audit period, there were no instances of: i. Rights/Preferential issue of Shares/debentures/ sweat equity. ii. Redemption/buy-back of securities. iii. Merger/ amalgamation/ reconstruction etc. iv. Foreign technical collaborations.

For Brajesh Gupta & Co. Practicing Company Secretary Sd/- Brajesh Gupta Mem. No.: ACS 33070 CP No.: 21306 UDIN: A033070E000755495

Date: 05/08/2023 Place: Indore

Note:

• This report is to be read with our letter of even date which is annexed as "ANNEXURE A" and forms an integral part if this report.

To

The Members,

Maagh Advertising and Marketing Services Limited Office No. 302, 3rd Floor, Kuber Complex, Opp. Laxmi Industrial Estate, New Link Road, Andheri (W) Mumbai - 400053

Secretarial Audit Report of even date is to be read along with this letter.

Management's Responsibility:

1. It is the responsibility of Management of the Company to maintain Secretarial records, device proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility:

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial and other legal records, legal compliance mechanism and corporate conduct. The verification was done on test check basis to ensure that correct facts as reflected in secretarial and other records produced to us. I believe that the processes and practices I followed, provides a reasonable basis for our opinion for the purpose of issue of the Secretarial Audit Report.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the management representation about list of applicable laws, compliance of laws, rules and regulations and major events during the audit period.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Brajesh Gupta & Co. Practicing Company Secretary Sd/- Brajesh Gupta Mem. No.: ACS 33070 CP No.: 21306 UDIN: A033070E000755495

Date: 05/08/2023 Place: Indore

I. REGISTRATION AND OTHER DETAILS:

i. CIN	U74999MH2013PLC244569
ii. Registration Date	17/06/2013
iii. Name of the Company	Maagh Advertising And Marketing Services Limited
iv. Category/Sub-Category of the Company	Public Company / Limited by Shares
v. Address of the Registered office and contact details	Office No. 302, 3rd Floor, Kuber Complex, Opp. Laxmi Industrial Estate,New Link Road, Andheri (W) Mumbai Mumbai City MH 400053 IN Tel: +91 22 4968 6123 Email : info@maaghadvertising.in Website: www.maaghadvertising.in
vi. Whether listed company	Yes
vii. Name, Address and Contact details of Registrar and Transfer Agent, if any	Satellite Corporate Services Private Limited 106 & 107 Dattani Plaza, KurlaAndheri Road, Kurla (w),Nr. Safed Poll East West Ind Estate Mumbai MH 400072 Tel. : + 91(0)2228520461, +91(0)2228520462 Email Id: service@satellitecorporate.com Website: www.satellitecorporate.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated as under:

Sr. No. Name and Description of main product services	NIC Code of the Product/ services	%To total turnover of the company
1 Advertisement and Marketing	73100	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name And Address The Company	CIN/GLN	Holding/subsidiary / Associate	% of shares held	Applicable Section
1. Miniboss Consultancy Private Limited	U74999MH2019PT C330998	Holding	52.41	2(46)
2 Zecrom Enterprises Private Limited	U74999MH2011PT C224908	Subsidiary	87.64%	2(87)(ii)

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY:

I. CATEGORY-WISE SHAREHOLDING:

Category of

No. of Shares held at the beginning of the year (As on 01.04.2022)

No. of Shares held at the end of the year (As on 31.03.2023)

Shareholders

Demat

Physic al

Total

% of Total Shares

Demat

Physic al

Total

% of Total Shares

% Change during the year

A. Promoter

(1) Indian

a) Individual/ HUF

50000

NIL

50000

2.84%

50000

Nil

50000

1.52%

-1.32

b) Central Govt.

NIL

c) State Govt.

NIL

d) Bodies Corporate

1709120

NIL

1709120

97.11%

1709120

NIL

1709120

52.11%

-45

e) Banks /FI

NIL

f) Any other…

NIL

Sub-Total A(1)

1759120

NIL

1759120

99.95%

1759120

NIL

1759120

53.63%

-46.32

(2) Foreign

NIL

a)NRIs – Individuals

NIL

b) Other – Individuals

NIL

c) Bodies Corporate

NIL

d) Bank/ FI

NIL

e) Any Other…

NIL

Sub- Total (A)(2):

NIL

Total Shareholding of

1759120

NIL

1759120

99.95%

1759120

NIL

1759120

53.63%

-46.32

Promoters (A)=(A)(1)+ (A)(2)

B. Public Shareholding

(1) Institutions

NIL

a) Mutual Fund / UTI/LIC

NIL

b)Banks / FI

NIL

c) Central Govt.

NIL

d)State Govt.(s)

NIL

e) Alternate Investor Fund/Venture Capital Funds

NIL

f) Insurance Companies

NIL

g) FIIs

NIL

h) Foreign Venture Capital Funds

NIL

i) Others (specify)

NIL

Sub-Total (B)(1):

NIL

(2) Non –Institutions

a) Bodies Corporate

i) Indian

NIL

934000

NIL

934000

28.48%

28.48

ii) Overseas

NIL

b) Individuals

i) Individual Shareholders holding nominal share capital upto 1 lakh

880

NIL

880

0.05%

264880

NIL

264880

8.08%

8.03

ii) Individual Shareholders holding nominal share capital in excess of 1 lakh

NIL

292000

NIL

292000

8.90%

8.90

	No. of Shares held at the beginning of the year (As on 01.04.2022)				No. of Shares held at the end of the year (As on 31.03.2023)
Category of Shareholders	Demat	Physical	Total	% of Tot al Shares	Demat	Physical	Total	% of Total Share s	%Change during the year
c) Others (HUF, Clearing Members, Foreign Nationals, NRI, Trust)	NIL	NIL	NIL	NIL	30000	NIL	30000	0.91	0.91
Sub – Total (B)(2)	880	NIL	880	0.05	1520880	NIL	1520880	46.37	46.32
Total Public Shareholding (B)=(B)(1)+ (B)(2)	880	NIL	880	0.05	1520880	NIL	1520880	46.37	46.32
C. Share held by Custodian for GDRs &ADRs	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Grand Total (A+B+C)	1760000	NIL	1760000	100%	3280000	NIL	3280000	100%	NIL

II. SHAREHOLDING OF PROMOTERS:

Shareholder s Name

Shareholding at the beginning of the year (As on 01.04.2022)

No. of Shares held at the end of the year (As on 31.03.2023)

No. of Shares

% of total shares of the Company

% of Shares Pledged/ encumber ed to total shares

No. of Shares

s% of total hares of the Company

% of shares Pledged/ encumber ed to total shares

%Change in Shareholding during the year

A. Individuals

Azharuddin Rabbani Mulla

50000

2.84

NIL

50000

1.52

NIL

-1.32

B. Bodies Corporate

Miniboss Consultancy Private Limited

1709120

97.11

NIL

1709120

52.11

NIL

-45.00

Total

1759120

99.95%

NIL

1759120

53.63

NIL

-46.32

*Decrease in percentage of Promoter shareholding as on 31^st March, 2023 is due to share capital increased through IPO.

III. CHANGE IN PROMOTERS SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE): CHANGE DETAILS AS FOLLOWS:

Particulars	Shareholding at the beginning of the year(As on 01.04.2022)		Cumulative Shareholding during the year (From 01.04.2022 to 31.03.2023)
	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
Azharuddin Rabbani Mulla	50000	2.84	50000	1.52
Miniboss Consultancy Private Limited	1709120	97.11	1709120	52.11

* Decrease in percentage of Promoter shareholding as on 31^st March, 2023 is due to share capital increased through IPO.

IV. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTOR, PROMOTERS AND HOLDERS OF GDRS AND ADRS) :

Sr N o Name	Shareholding					Date		Increase /Decrease In Share holding		Reason			Cumulative Shareholding during the year
	No. of Shares At the Beginning (10/10/2022/ end of the year (31/03/ /2023)				% total Shares of the Company								No of shares	% total Shares of the Company
1 Espeon Consulting Private Limited.	298000				19.61	10-10-2022		0					298000	19.61
						31-03-2023		0					298000	9.09
2 Multiplier Share & Stock Advisors Pvt Lt	22000				0.67	21-10-2022		0					22000	0.67
						28-10-2022		-6000		Sell			16000	0.49
						11-11-2022		178000		Buy			194000	5.91
						18-11-2022		-2000		Sell			192000	5.85
						02-12-2022		-2000		Sell			186000	5.67
							19-12-2022	-6000	Sell			180000			5.49
							30-12-2022	-2000	Sell			178000			5.43
							06-01-2023	-4000	Sell			174000			5.30
							13-01-2023	-6000	Sell			168000			5.12
							20-01-2023	-2000	Sell			166000			5.06
							10-02-2023	-20000	Sell			144000			4.39
							17-02-2023	-4000	Sell			140000			4.27
							24-03-2023	-16000	Sell			124000			3.78
							31-03-2023	-76000	Sell			48000			1.46
							31-03-2023	0				48000			1.46
3 Createroi Financial Consultancy Private		122000		8.03			10-10-2022	0				122000			8.03
							24-03-2023	10000	Buy			132000			4.02
							31-03-2023	52000	Buy			184000			5.61
							31-03-2023	0				184000			5.61
4 NNM Securities		76000		5.00			10-10-2023	0				76000			5.00
							21-10-2022	8000	Buy			84000			2.56
							28-10-2022	-2000	Sell			82000			2.50
							11-11-2022	-16000	Sell			66000			2.01
							18-11-2022	-2000	Sell Buy			64000			1.95
							02-12-2022	4000	Sell			68000			2.07
							09-12-2022	-4000	Buy			64000			1.95
							16-12-2022	2000	Buy			66000			2.01
							23-12-2022	4000	Buy			70000			2.13
							30-12-2022	6000	Buy			76000			2.32
							13-01-2023	54000	Buy			130000			3.96
							20-01-2023	28000				158000			4.82
							03-02-2023	8000	Buy			166000			5.06
							10-02-2023	-16000			Sell	150000			4.57
							24-02-2023	-4000			Sell	146000			4.45
							03-03-2023	4000			Buy	150000			4.57
							10-03-2023	6000			Buy	156000			4.76
							17-03-2023	2000			Buy	158000			4.82
							31-03-2023	2000			Buy	160000			4.88
							31-03-2023	0				160000			4.88
5 Aarnah Capital Advisors Pvt Ltd			132000	8.68			10-10-2022	0				132000			8.68
							31-03-2023	0				132000			4.02
6 Dharmesh Maldevbhai Godhania			26000	0.79			31-10-2022	0				26000			0.79
							11-11-2022	-2000			Sell	24000			0.73
							17-02-2023	32000			Buy	56000			1.71
							24-02-2023	18000			Buy	74000			2.26
							31-03-2023	0				74000			2.26
7 Shree Mallikarjun Tradinvest Pvt Ltd			16000	0.49			21-10-2022	0				16000			0.49
							11-11-2022	50000			Buy	66000			2.01
							31-03-2023	0				66000			2.01
8 Samir P Shah			62000	1.89			21-10-2022	0				62000			1.89
							31-03-2023	0				62000			1.89
9 Abichandani Chintan			50000	1.52			11-11-2022	0				50000			1.52
							31-03-2023	0				50000			1.52
10 Suncare Traders Limited			30000	0.91			03-02-2023	0				30000			0.91
							10-03-2023	2000			Buy	32000			0.98
							31-03-2023	0				32000			0.98
11Dev Ganpat Pawar			176	0.01			07-10-2022	0				176			0.01
							31-03-2023	0				176			0.01

V. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Sr. No. Name	Shareholding		Increase/ decrease In Shareholding	Date	Reason	Cumulative shareholding during the year 01-04-22 to 31-03-2023
	No of shares at the beginning of the year 01- 04 -2022	%of total shares				No of shares	% of total shares
1 Azharuddin Rabbani Mulla	50000	2.84 %	-	-	IPO of Equity Shares	50000	1.52%

VI. INDEBTEDNESS: INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FOR PAYMENT

Particulars	Secured Loans	Unsecured Loan	Deposits	Total Indebtedness (In Rupees)
Indebtedness at the beginning of the financial year (01-04-2022)
i) Principal Amount	NIL	NIL	NIL	NIL
ii) Interest due but not paid	NIL	NIL	NIL	NIL
iii) Interest accrued but not due	NIL	NIL	NIL	NIL
Total (i+ii+iii)	NIL	NIL	NIL	NIL
Change in Indebtedness
Addition	NIL	NIL	NIL	NIL
Reduction	NIL	NIL	NIL	NIL
Net Change	NIL	NIL	NIL	NIL
Indebtedness at the end of the financial year (31-03-2023)
i) Principal Amount	NIL	NIL	NIL	NIL
ii) Interest due but not paid	NIL	NIL	NIL	NIL
iii) Interest accrued but not due	NIL	NIL	NIL	NIL
Total (i+ii+iii)	NIL	NIL	NIL	NIL

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER :

Sl. No. 1. Particulars of Remuneration Gross salary	Total Amount Azharuddin Rabbani Mulla	Total
(a)Salary as per provisions contained insection17(1) of the Income-tax Act, 1961	NIL	NIL
(b)Value of perquisites u/s 17(2) Income-tax Act, 1961	NIL	NIL
(c)Profits in lieu of salary under section 17(3)Income- tax Act,1961	NIL	NIL
2. Stock Option	NIL	NIL
3. Sweat Equity	NIL	NIL
4. Commission	NIL	NIL
- as % of profit
- Others, specify…
5. Others, please specify	NIL	NIL
6. Total (A)
Ceiling as per the Act under section 197(3) Schedule V of the Companies Act, 2013)	-	-

B. REMUNERATION TO OTHER DIRECTORS:

Sl. No. Particulars of Remuneration	Total Amount
1 Independent Directors	Ganesh Sundaram Gounder	Manoj Gopinathan Nair	Mangal Milind Dolas	Total
a ? Fee for attending board committee meetings	NIL	NIL	NIL	NIL
b ? Commission	NIL	NIL	NIL	NIL
C ? Others, please specify	NIL	NIL	NIL	NIL
Total (1)	NIL	NIL	NIL	NIL
2 Other Non-Executive Directors	NIL	NIL	NIL	NIL
a ? Fee for attending board committee meetings	NIL	NIL	NIL	NIL
b . Commission	NIL	NIL	NIL	NIL
c . Others, please specify	NIL	NIL	NIL	NIL
Total (2)	NIL	NIL	NIL	NIL
Total (B)=(1+2)	NIL	NIL	NIL	NIL
Total Managerial Remuneration	NIL	NIL	NIL	NIL
Ceiling as per the Act under section 197(3) Schedule V of the Companies Act, 2013)	NIL	NIL	NIL	NIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

S. no Particulars of Remuneration	Key Managerial Personnel – Company Secretary Ms. Nidhi Jaiswal (Appoint w.e.f 01/04/2022)
1. Gross salary	2,40,000/-Per Annum
(a)Salary as per provisions contained in section 17(1) of the Income-tax Act,1961
(b)Value of perquisites u/s17(2)Income- tax Act,1961	NIL
(c)Profits in lieu of salary under section17(3)Income-tax Act,1961	NIL
2. Stock Option	NIL
3. Sweat Equity	NIL
4. Commission	NIL
- as % of profit
-others, specify…
5. Others, please specify	NIL
6. Total	2,40,000 /-

VIII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Property/ Punishment /Compounding fees imposed	Authority [RD/NCLT/CO U RT	Appeal made, if any (give details)
A) COMPANY
Penalty
Punishments	None
Compounding
B) DIRECTORS & C) OTHER OFFICERS IN DEFAULT
Penalty
Punishments	None
Compounding

For Maagh Advertising and Marketing Services Limited

Sd/- Sd/-

Azharuddin Rabbani Mulla Ganesh Sundaram Gounder

Director Director

DIN: 08046769 DIN: 09444140

Date: 05/08/2023

Place: Mumbai

ANNEXURE III

NOMINATION & REMUNERATION POLICY

PREFACE

The Company considers human resources as its invaluable assets. This policy on Nomination & Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), as amended from time to time, in order to pay equitable remuneration to the Directors, KMPs and Employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company.

This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

DEFINITIONS:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

i) Managing Director, or Chief Executive Officer or Manager; ii) Whole-time Director iii) Chief Financial Officer; iv) Company Secretary; and v) Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

OBJECTIVE:

The objective of the policy is to ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and:

• Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

ROLE OF THE COMMITTEE:

The role of the NRC will be the following:

Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board for their appointment and removal and shall carry out evaluation of every director's performance; Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees; Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on diversity of board of directors;

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; Determine our Company's policy on specific remuneration package for the Managing Director / Executive Director including pension rights; Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors; Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose. Decide the amount of Commission payable to the Whole time Directors; Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.; and To formulate and administer the Employee Stock Option Scheme.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENURE a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1. Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company. b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole- time Directors.

2. Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be. c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company. d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied: i The Services are rendered by such Director in his capacity as the professional; and ii In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession. e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3. Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy. b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management. c) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time. d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

• The Committee may Delegate any of its powers to one or more of its members.

For Maagh Advertising and Marketing Services Limited

Sd/- Sd/-

Azharuddin Rabbani Mulla Ganesh Sundaram Gounder

Director Director

DIN: 08046769 DIN: 09444140

Date: 05/08/2023

Place: Mumbai

ANNEXURE IV TO THE DIRECTORS' REPORT

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES, 2014 ARE AS UNDER:

Sr. No Disclosure Requirement		Disclosure Details
	Director	Designation	Ratio
1 The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23.	Azharuddin Rabbani Mulla	Managing Director	0.00
	Sachin Balanath Devade	CFO(KMP)	0.00
	Manoj Gopinathan Nair	Independent Director	0.00
	Mangal Milind Dolas	Independent Director	0.00
	Ganesh Sundaram Gounder	Independent Director	0.00
2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	Directors and other Key Managerial Personnel	Designation	% increase in remuneration
	Azharuddin Rabbani Mulla	Managing Director	0.00
	Sachin Balanath Devade	CFO(KMP)	0.00
	Manoj Gopinathan Nair	Independent Director	0.00
	Mangal Milind Dolas	Independent Director	0.00
	Ganesh Sundaram Gounder	Independent Director	0.00
	Nidhi Jaiswal	Company Secreatry	0.00
3 The percentage increase or Decrees in the median remuneration of employees in the financial year	NIL
4 The number of permanent employees on the rolls of Company	8
5 The explanation on the relationship between average increase in remuneration and Company performance	N.A.
6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company	N.A.
7 Average percentile increase already made in the salaries of employees other than the Managerial personnel in t1he last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial Remuneration	N.A.
8 Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company	Key Managerial Personnel
9 Key parameters for any variable component of remuneration availed by the directors	N.A.
10 Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	N.A.
11 It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for directors, Key Managerial personnel and Senior Management	The Company is in compliance with its compensation policy.

For Maagh Advertising and Marketing Services Limited

Sd/- Sd/-

Azharuddin Rabbani Mulla Ganesh Sundaram Gounder

Director Director

DIN: 08046769 DIN: 09444140

Date: 05/08/2023

Place: Mumbai

ANNEXURE V

1. General Shareholder Information:

a. AGM: Day, Date, Time and Venue	At Tuesday, 5^th September, 2023 At 05:00 P.M. at Office No. 302, 3rd Floor, Kuber Complex, Opp. Laxmi Industrial Estate, New Link Road, Andheri (W) Mumbai City Mh 400053
b. Financial Year	1^stApril, 2022 to 31^stMarch, 2023
c. Date of Book Closure	Wednesday 30^thAugust, 2023 to Tuesday 05th September, 2023
d. Listing on Stock Exchanges	The Shares of the Company are listed on BSE Limited (SME Platform) 25^thFloor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001
e. Scrip Code	543624
f. Scrip ID	MAAGHADV
g. ISIN	INE0KY201013
h. Payment of Listing Fee	The Company confirms that it has paid Annual listing fees due to the stock exchange for the financial year 2022- 2022
i. Market Price Data: (High, Low during each month in last financial year(2022-23)	*Table attached below
j. Registrar and share transfer agents	Satellite Corporate Services Private Limited 106 & 107 Dattani Plaza, Kurla Andheri Road, Kurla (w), Nr. Safed Poll East West Ind Estate Mumbai MH 400072

*Market Price Data

Month	High	Low	No. of shares transferred
October,2022	68.65	38.45	6,84,000
November, 2022	50.00	36.00	4,12,000
December, 2022	40.45	31.00	54,000
January, 2023	32.00	23.75	1,76,000
February, 2023	33.95	24.00	1,46,000
March, 2023	30.00	14.71	1,46,000

3. Other Information i. Quarterly and Half-yearly financial results

The Half yearly and Annual Results of the Company are available on the website of the Company www.maaghadvertising.in.The Half-Year Results and Annual Results of the Company are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and are published in a leading English daily newspaper.

The ‘Investors' section on the Company's website keeps the investors updated on material developments in the Company by providing key and timely information such as Financial Results, Annual Reports etc. Members also have the facility of raising queries/making complaints on share related matters through a facility provided on the Company's website. The Company has a dedicated help desk with email ID: info@maaghadvertising.in in the Secretarial Department for providing necessary information to the investors. (ii) Official News Releases

Official news releases are made whenever it is considered necessary. The Financial Results and other Communications of the Company were normally published in 2 papers i.e. English ‘Active Times' and Marathi ‘Pratahkal'.

(iii) The presentation made to institutional investors or to the analysts

There was no specific presentation made to the investors or analysts during the year

(iv) Dividend payment date: Not Applicable (v) Stock Market Data: _______________________

During the year the trading of the shares of the/ Company continues shares of the Company is regularly trading in M Group.

Stock Code: 543624 ISIN: INE0KY201013

DISTRIBUTION OF SHAREHOLDING AS ON 31^ST MARCH, 2023

Share or Debenture holding Nominal Value	Number of Shareholders	% to Total Numbers	Share or Debenture holding Amount	% to Total Amount
Up To 5,000	5	3.94%	8800	0.03
5001 To 10,000	0	0	0	0
10001 To 20,000	78	61.42	1560000	4.76
20001 To 30,000	0	0	0	0
30001 To 40,000	15	11.81	600000	1.83
40001 To 50,000	0	0	0	0
50001 To 1,00,000	12	9.45	920000	2.81
1,00,000 and Above	17	13.38	29711200	90.57
Total	127	100	32800000	100

SHAREHOLDING PATTERN AS ON 31^ST MARCH, 2023

Sr. No Category of Shareholders	No. of shares Held	Percentage of holdings
1. Promoters	1759120	53.63
2. Foreign Institutional Investors/ Mutual Funds	-	-
3. Bodies Corporate	934000	28.48
4. Individual shareholders holding nominal shares	264880	8.08
Capital up to Rs. 1 Lakhs
5. Individual Shareholders holding nominal Shares	292000	8.90
Capital in excess of Rs.1 Lakhs
6. Clearing Members	2000	0.06
7. Hindu Undivided Family	26000	0.79
8. Trusts	-	-
9. Non Resident Indians	2000	0.06
10. Foreign National	-	-
11. Any other specify	-	-
Total	3280000	100%

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