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To,

The Members,

Mahan Industries Limited

Your Directors have pleasure in presenting the 29thAnnual Report on the business and operations of your Company, along with the audited financial statements for the financial year ended 31st March, 2023. Web Address of company: www.mahan.co.in

FINANCIAL PERFORMANCE

The summary of the Financial Result of the Company for the year under review are as under and figures are updated as per INDAS:

RESERVES AND SURPLUS:

As on 31/03/2023 the Balance of Profit and Loss shows a Loss of Rs. 3,290.21 Lakhs as against Previous F.Y. Rs.3,287.87 Lakhs. During the year the Company has incurred a loss of Rs.2.34 Lakhs as against Previous Year Rs. 16.24Lakhs. There is no change in Capital Reserves balance. The opening and closing balance of capital reserves stands at Rs. 90,00,000/-.

DIVIDEND:

No Dividend for the year is recommended.

PERFORMANCE REVIEW

During the financial year 2022-23, company?s Performances has improved slightly. Your company is taking steps to improvise the performance.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 37,30,00,000 and paid up Equity Share Capital is Rs. 36,00,00,000 as at March 31, 2023. During the year under review , the Company has not issued any shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company. The Company?s petition for capital reduction is with NCLT Ahmedabad where hearings are in progress and final approval is awaited.

CHANGE IN NATURE OF COMPANY BUSINESS

The Company is a Non-Banking financial Company (Non Deposit taking) registered with the Reserve Bank of India. There is no change in nature of Company?s Business.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED

The Board of Directors' key purpose is to ensure the Company's prosperity by collectively directing the company's affairs, whilst meeting the appropriate interests of its Shareholders and stakeholders. The Board consists of a combination of Executive, Non Executive and Independent Directors with an extensive and diverse experience in different fields of operations. During the year under the review, Mr. Kalpesh Lalitbhai Trivedi (DIN: OO116441) ceased to be Director due to his personnel reasons. Due to cardiac arrest there has been sudden demise of Mr. Kalpesh Lalitbhai Trivedi on 19/06/2023 . The board expresses its grief on his demise, and places the appreciation on record for the contribution to the company during his association as

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report, except as mentioned in this report.

DETAILS OF HOLDING / SUBSIDIARY COMPANIES/ JOINT VENTURES/ ASSOCIATE COMPANIES:

During the year under review, there was no holding, Subsidiary Company, Joint Ventures or Associate Companies.

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

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company`s operation in future.

INTERNAL FINANCIAL CONTROLS

Internal Financial Control system of the Company has been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards. The Company has an adequate internal financial control to support the preparation of the financial statements.

CODEOF CONDUCT

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2023 is also contained in the Corporate Governance Report.

DEPOSITORY SYSTEM

Members not having Shares in Dematerialized form are advised to avail the facility of Dematerialization through any of the nearest Depository Participants (DPs) to avoid the possibility of loss, mutilation etc. of share certificates and also to ensure safe and speedy transactions in the securities.

DIRECTORS? RESPONSIBILITY STATEMENT

As required under the provisions of Section 134(3)(c) of the Companies Act, 2013,your Directors report that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period. (c) The Directors have taken proper and sufficient care 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. (d) The Directors have prepared the annual accounts on a going concern basis. (e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5) (e) of the Act to be followed by the Company and such internal financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to provision of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 the Company has no particulars to report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo during the year under review.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Company?s website and can be accessed at www.mahan.co.in

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange. The Listed entity paid fees amounting of Rs. 3,24,000/- after deducting TDS of Rs.30,000/-through NEFT on 27thJune,2022.

AUDITORS AND AUDITORS? REPORT

Initially, M/s. Roopen R. Shah & Co., Chartered Accountants (Firm Reg. No. 119869W) was re-appointed as Statutory Auditors of the Company to hold office from the conclusion of 28th Annual General Meeting until the conclusion of 30th Annual General Meeting but due to pre-occupancy the auditor has resigned dated 23/08/2023. M/s. Roopen R. Shah & Co. have submitted the Auditor?s report for the F.Y. 2022-23 dated May 30, 2023 and have also given his Limited Review report dated 11th August, 2023 on unaudited results for the 1st quarter ended on 30/6/2023 There is no qualification or adverse remarks in the auditor?s report. The Notes on Accounts referred to in the Auditors? Report are self-explanatory and do not call for any further comments. Now, the Board has recommended for appointment of M/s S D P M & Co., Chartered Accountant as the Statutory Auditors for five years till conclusion of 34th AGM of the company .

AUDIT COMMITTEE:

The Company has duly constituted its Audit Committee pursuant to the provisions of Section 177of the Companies Act, 2013 & Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detail of the constitution of the audit committee is provided in the Corporate Governance Report. In conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations an Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE735D01033. As on 31st March, 2023 total 2,29,72,725 Equity Shares of the Company have been dematerialized. The Members of the Company are requested to dematerialize their Shares. Shareholders holding shares in physical mode are requested to submit their KYC details as per SEBI guidelines.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report were on an arm?s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. No advance is/was paid for entering in to related party transactions. The details of the transactions entered with related party are mentioned in the notes to the accounts.

PARTICULARS OF LOANS/GUARANTEES/INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose). The details of investments made during the year are provided in the Balance Sheet. Further the Company is a Non-Banking Finance Company and therefore it is eligible for exemption as provided under Section 186 (11) of the Companies Act, 2013. The Company and its Directors do not have any relation to the person to whom the loan is provided or the Company in which the investment is made. The loan and investment are made for Business purpose.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventories and integrated with the management process such that they received the necessary consideration during decision making. It is dealt within greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company`s website i.e. www.mahan.co.in.

DECLARATION BY INDEPENDENT DIRECTORS

The following Directors are independent in terms of Section 149 (6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015: (a) Mr. Lalit Sharma (b) Mr. Chanakya Shukla {resigned on 23/8/2023} (c) Mrs. Hiralben Kubavat ( D) Mr Astik trivedi {appointed on 23/8/2023} The Company has received requisite declarations / confirmations from all the above Directors confirming their independence.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134 (3) (e) , Section 178 (3) & (4) and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached herewith and forms part of the Directors Report. The details in respect of Disclosure under Section 197 (12) and Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ‘Annexure I? of the Report. The details of the Nomination and Remunerations policy of the Company as required in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015isavailableatthewebsiteofthe companyati.e.www.mahan.co.in.

MANAGEMENT?S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulation is attached in ‘Annexure II? forming part of the Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, development in business operations/performance of the Company?s business and other material changes with respect to the Company pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/ business policy and strategy, apart from other Board business. The Board/ Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board?s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Ahmedabad. The Agenda of the Board /Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. During the year the Board of Directors met 6(Six) times. The details of the Board Meetings are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

CORPORATE GOVERNANCE

In compliance with Regulation 34 of Listing Regulations, a separate report on

Corporate Governance along with a certificate from the Auditor?s on its compliance forms an integral part of this Annual Report attached as an ‘Annexure III?.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

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 pre-clearance 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. The insider trading Policy is also available on the Website of the Company i.e. www.mahan.co.in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on 31/03/2023 for redressal.

SECRETARIAL STANDARDS

Pursuant to provision of Section 110 of the Companies Act, 2013 the Company has complied with the mandatory Secretarial Standards which are notified.

COST AUDIT

The Company is not engaged in the manufacturing activity and therefore the provisions of Cost Audit are not applicable to the Company.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204of the Act, the Secretarial Audit Report for the Financial Year ended 31stMarch, 2023 given by M/s. Gaudana & Gaudana, Practicing Company Secretaries is attached herewith and marked as ‘Annexure IV? which forms part of the Directors Report. The observations are self-explanatory.

ANNUAL PERFORMANCE EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board?s functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company?s long- term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board?s effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 12th August, 2022. The Committee has carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed at the Board Meeting.

BOARD

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

COMMITTEES OF THEBOARD

The performance of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Independent Directors was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Regulations.

INDIVIDUAL DIRECTORS

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non- independent directors was providing good business and people leadership.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Yogendra Kumar Gupta, Managing Director and Sunil Gurnani, CFO for the year ended 31st March, 2023 is given in the Corporate Governance Report.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company.

POLICY ON RELATED PARTY TRANSACTIONS

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions from time to time. The policy envisages the various procedures governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the all applicable Laws and Regulations. Related Party Transaction Policy has been placed on the website of the Company and can be accessed at the link: www.mahan.co.in

DETAILS OF FRAUDS REPORTED BY AUDITORS

The Auditors did not found and hence reported any fraud during the year as per the Section 134 (3) (ca) of the Companies (Amendment) Act, 2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (lEPF).

OTHER DISCLOSURES a. The Company has complied with Secretarial Standards issued by the Institute of

Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

b. The Managing Director of the company does not take any remuneration or commission from the Company; c. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors; and

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers. The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every stakeholder of the Company.