Market & News

To the Members,

Mahaveer Infoway Limited,

Hyderabad, Telangana, India

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company') along with the audited "Financial statement for the "Fiscal Year ended March 31, 2023.The Consolidated performance of the Company and its subsidiaries has been referred to where required.

1. Financial performance:

The performance during the period ended 31st March, 2023 has been as under:

(Amount In Rs)

PARTICULAR	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Turnover/Income (Gross)	4,10,55,582	29169164	4,10,55,582	29169164
Other Income	9,38,390	1214661	9,38,390	1214661
Profit/loss before Depreciation, Finance Costs,Exceptional items and Tax Expense	61,45,772	4475266	61,45,772	4475266
Less: Depreciation/ Amortization/ Impairment	6,42,820	698845	6,42,820	698845
Profit /loss before Finance Costs, Exceptional items and Tax Expense	5502952	3776421	5502952	3776421
Less: Finance Costs	1407383	1458642	1407383	1458642
Profit /loss before Exceptional items and Tax Expense	4095569	2317779	4095569	2317779
Add/(less): Exceptional items	64,33,830	-	64,33,830	-
Profit /loss before Tax Expense	(23,38,260)	2317778	(23,38,260	2317778
Less:Tax Expense (Current & Deferred)	802938	226353	802938	226353
Profit /loss for the year (1)	(31,41,199)	2091426	(31,41,199)	2091426
Total Comprehensive Income/loss (2)	-	-	-	-
Total (1+2)	(31,41,199)	2091426	(31,41,199)	2091426
Balance of profit /loss for earlier years	-	-	-	-
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	(31,41,199)	2091426	(31,41,199)	2091426

2. Overview & state of the company's affairs:

Revenues - Standalone

During the year under review, the Company has recorded an income of Rs. 4,19,93,972/- and loss of Rs. 31,41,199/- as against the income of Rs. 3,03,83,825/- and Profit of Rs. 20,91,426/- in the previous financial year ending 31.03.2022. The Company is looking forward for good profit margins in near future.

Revenues - Consolidated

During the year under review, the Company has recorded an income of Rs. 4,19,93,972/- and loss of Rs. 31,41,199/- as against the income of Rs. 3,03,83,825/- and Profit of Rs. 20,91,426/- in the previous financial year ending 31.03.2022. The Company is looking forward for good profit margins in near future.

3. Dividend

Keeping the Company's growth plans in mind, your directors have decided not to recommend dividend for the financial year 2022-2023.

4. Transfer to reserves

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company's website.

6. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

7. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company's operations in future.

8. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund for the financial year ended 31st March 2023.

9. Details of utilization of funds:

During the year under review, the Company has not raised any funds through Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

11. Revision of financial statements:

There was no revision of the financial statements for the year under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 202223.

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31,2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

14. Subsidiary companies/Associate Companies:

Your Company has one subsidiary namely M/s. Mahaveer Telecom Private Limited as on March 31,2023.

15. Companies which have become or ceased to be subsidiaries:

None of the companies have become or ceased to become the subsidiaries, joint ventures or associates' company to M/s. Mahaveer Infoway Limited during the year 2022-23.

16. Independent director's familiarization programmes:

Independent Directors are familiarized about the Company's operations, businesses, financial performance and significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

17. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

18. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

19. Authorised and paid-up capital of the company:

The Authorized Share Capital of the Company is Rs. 6,00,00,000/-(Rupees Six Crores only) divided into 60,00,000 equity shares (Sixty Lakhs only) of Rs. 10/- each.

The Paid -up capital of the company is Rs. 5,50,90,000/- (Rupees Five Crore Fifty Lakh and Ninety Thousand only) divided into 55,09,000 equity shares (Fifty Five Lakh and Nine Thousand only) of Rs.10/- each.

20. Directors and key managerial personnel:

As on date of this report, the Company has Seven Directors, out of which Four are Independent Directors and two are executive directors , One non-executive Director and one women director, who is Independent Director.

a) Appointment/Re-appointment of Directors of the Company

• Appointment of Mrs. Tejshvi Joshi as Company Secretary & compliance officer of the Company with effect from 30.05.2022 and resigned with effect from 14.05.2023

• Appointment of Mrs. Harika Pabbathi as company secretary and Compliance officer of the company with effect from 25.05.2023

• In accordance with the provisions of the companies Act, 2013 and Articles of Association of the company, Mr. Vijay Jain (DIN: 02321195), executive director, retire by rotation at the ensuing annual general meeting (AGM) and being eligible, offers himself for reappointment.

Name of the Director	Vijay Jain
Date of Birth	29/12/1981
Qualification	Software Engineer
Brief Resume	Entrepreneur and Leader with a career spanning over 18+ years in Global IT products & Services across India, USA, ANZ&ASEAN
	Experience & Expertise in areas of Digital Transformation Cloud Computing , DeepTech & Products.
	Key Skills include Setting up Global Business Units, Launch
	Operations, P&L Management , Business Development, Sale & Marketing ,Strategic Partnerships , Contract Negotiations & Deal Making.
	Leading and directing the C suites understand transformation journeys including Digital Transformation, Cloud Migration, Artificial Intelligence & Machine Learning. Leveraging Cloud and similar digital technologies to reimagine business models.
	A skilled communicator with exceptional presentation skills and abilities shaping business partnerships in global market, leads cross functional teams and establish beneficial relationships with key players in the industry across the Globe. Possess expertise in working on international and multicultural environments with the distinction of exploring new markets for expanding business from scratch till streamlining operations.
Expertise in specific functional areas	Key Skills include Setting up Global Business Units, Launch Operations, P&L Management , Business Development, Sale & Marketing ,Strategic Partnerships , Contract Negotiations & Deal Making
No. of Equity Shares held in the Company	4,28,500
Inter se relationship with any Director	Son of Mr. Ashok Kumar Jain
Directorship held in other Public Listed Companies as on March 31,2023	Nil
Membership / Chairmanship of Committees in other Public Listed Companies as on March 31,2023	Nil
Resignation from listed Company(ies) during last 3 years	Nil

a) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2022-23

• Mr. Ashok Kumar Jain, Managing Director of the company.

• Mr. Vijay Jain, Executive Director of the company.

• Mrs. Harika Pabbathi as company secretary and Compliance officer of the company.

21. Board meetings & directors' attendance:

The Board of Directors duly met 4 (Four) times i.e. 30th May, 2022, 9th August, 2022, 31st October, 2022 and 14th February, 2023. The maximum time gap between any two Board meetings during this period did not exceed four months at any point in time.

Sl. No	Name of the Director	Category	Attendance Particulars
			Meetings held during the Year	Board Meetings attended
1.	Mr. Ashok Kumar Jain	Chairman	4	4
2.	Mr. Vijay Jain	Executive Director	4	4
3.	Mr. Vinit Maharia	Non-Executive Director	4	4
4.	Mr. Budhi Prakash Toshniowal	Non-Executive Director	4	4
5.	Mr. Jeetender Kumar Bhansali	Non-Executive Director	4	4
6.	Mr. Harinarayan Vyas	Non-Executive Director	4	4
7.	Mrs. Kanika Suri	Non-Executive Director - Woman Director	4	4

22. Committees of the board:

The Company has four Board-level Committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided in Boards Report:

23. Audit committee:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter-alia, includes

i. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;

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

iv. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to:

(a) Matters required to be included in the directors' responsibility statement to be included in the Board's report in terms of clause (c) of sub-section (3) of Section 134 of the Act;

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

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

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

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

(f) Disclosure of any related party transactions;

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

v. Review of the quarterly and half yearly financial results with the management before submission to the board for approval;

vi. 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;

vii. Review and monitor statutory auditor's independence and performance and effectiveness of audit process;

viii. Approval or any subsequent modification of transactions with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Review of valuation of undertakings or assets of the company wherever it is necessary;

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

xii. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;

xiii. 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;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. 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;

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

xvii. Look into the reasons for any substantial defaults in payment to the depositors, debenture- holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate

xx. Review of the following information:

(a) Management discussion and analysis of financial condition and results of operations;

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

(c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(d) Internal audit reports relating to internal control weaknesses;

(e) The appointment, removal and terms of remuneration of the Chief Internal Auditor; (f) Statement of deviations:

• 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 Listing Regulations.

• Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus in terms of Regulation 32(7) of the Listing Regulations.

xxi. Carrying out any other function as may be referred to the Committee by the Board.

xxii. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

xxiii. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. Composition, Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially literate, with Mr. Budhi Prakash Toshniwal as Chairman of the Committee, having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended 31st March 2023 are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. Budhi Prakash Toshniwal	Chairman	NED(I)	4	4
Mr. Vinit Maharia	Member	NED(I)	4	4
Mr. Harinarayan Vyas	Member	NED(I)	4	4
Mrs. Kanika Suri	Member	NED(I)	4	4

The Audit Committee met 4 times during the financial year 2022-23 and the gap between any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 30th May, 2022, 09th August, 2022, 31st October, 2022 and 14th February, 2023. Requisite quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.

The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 30th September, 2022.

24. Nomination and remuneration committee:

The Nomination and Remuneration Committee ('NRC') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board.

The terms of reference of the NRC includes:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

To approve the fixation/revision of remuneration of Executive Directors of the Company and while approving:

a. To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

b. To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

c. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal.

d. To carry out evaluation of every Director's performance.

e. To 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.

f. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

g. To formulate the criteria for evaluation of Independent Directors and the Board.

h. To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria.

i. devising a policy on diversity of board of directors;

j. 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.

k. Recommend to the board, all remuneration, in whatever form, payable to senior management.

A. Composition of the committee, meetings and attendance during the year:

There was 2 Nomination and Remuneration Committee Meetings held during the financial year 2022-2023 on 30th May, 2022 and 14th February, 2023.

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. Vinit Maharia	Chairman	NED(I)	2	2
Mr. Budhi Prakash Toshniwal	Member	NED(I)	2	2
Mrs. Kanika Suri	Member	NED(I)	2	2
Mr. Harinarayan Vyas	Member	NED(I)	2	2

25. Stakeholder's relationship committee:

Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which inter-alia include:

(i) 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.

(ii) Proactively communicate and engage with stockholders including engaging with the institutional shareholders at least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying actionable points for implementation.

(iii) Review of measures taken for effective exercise of voting rights by shareholders

(iv) 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.

(v) 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.

(vi) Such other matter as may be specified by the Board from time to time.

(vii) Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

The Committee comprises of 3 Independent Directors in the financial year 2022-23, 1 meeting of the Committee were held on 14 February 2023 Composition of committees and member's attendance at the meetings during the year are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. Vinit Maharia	Chairman	NED(I)	1	1
Mr. Budhi Prakash Toshniwal	Member	NED(I)	1	1
Mrs. Kanika Suri	Member	NED(I)	1	1
Mr. Harinarayan Vyas	Member	NED(I)	1	1

No Complaints were received during the financial year 2022-23

26. Risk Management Committee: -

The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors. However, to further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors voluntarily constituted a Board level Risk Management Committee (RMC).

A) Composition:

The Details of composition of the Committee are given below:

Name	Designation	Category
Mr. Vinit Maharia	Chairman	NED(I)
Mr. Budhi Prakash Toshniwal	Member	NED(I)
Mrs. Kanika Suri	Member	NED(I)
Mr. Harinarayan Vyas	Member	NED(I)

Role and responsibilities of the committee includes the following:

• Framing of Risk Management Plan and Policy.

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy

• Validating the process of risk management

• Validating the procedure for Risk minimisation.

• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

27. Statutory audit and auditors report

M/s. Kalyana & Co., Chartered Accountants, Chartered Accountants, (FRN: 007095S), Hyderabad appointed as the Statutory Auditors of the Company Extra Ordinary General Meeting was held on 26.12.2022 to fill the casual vacancy caused by the resignation of M/s. Raja Sekhar & Associates, Chartered Accountants till the conclusion of ensuring Annual General Meeting of the Company to conduct the audit of financial statements of the Company for the financial year ending 31 March, 2023.

M/s. Kalyana & Co., Chartered Accountants, shall hold office commencing from the conclusion of 32nd AGM till the conclusion of the 37th AGM of the Company to be held in the year 2028 to conduct the audit of financial statements of the Company for the financial years 2023-24 to 2027-28.

The Auditors' Report for fiscal year 2022-2023 does not contain any qualification, reservation or adverse remark.The Auditors' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated Audited Financial Results of the Company for the Financial Year ended March 31,2023 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

28. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S.Reddy & Associates, Practicing Company Secretary (CP No. 7478) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2023

The Secretarial Audit was carried out by M/s. S.S.Reddy & Associates, Company Secretaries (CP No. 7478 ) for the financial year ended March 31,2023. The Report given by the Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of this Report.

Secretarial Auditors Qualification:

The qualifying remarks, reported by the Secretarial Auditor in their report for the Financial Year ended 31st March, 2023 and the explanations of the management are tabulated below:

S.No Observation/ Qualification	Explanation by the Management
1. The Company has not appointed Chief Financial Officer for the during the financial year 2022-23.	We acknowledge the observation regarding the absence of a CFO during the financial year 2022-23. We are committed to addressing this matter promptly. We will review our internal processes and take appropriate steps to ensure that a suitable candidate as CFO be appointed.
2. The Company has not appointed internal auditor for the during the financial year 2022-23.	Mr.Madhu Bandru has been appointed as the internal auditor as on 29/05/2023
3. The Statutory auditor has not provided peer review certificate for audit verification.	We acknowledge the auditor's observation regarding the missing peer review certificate for audit verification.
	We take this matter seriously and will promptly engage with the Statutory auditor to address this issue.
	We will work collaboratively with the auditor to ensure that the necessary peer review certificate is obtained in accordance with regulatory requirements.
4. The Company has not updated company website as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company is regularly maintaining its website and are successfully running this website as per LODR 2015.
5. The company has not provided Board Meeting & Committee Meeting Agenda and Board Meeting Minutes & Audit Committee	The Company has maintained Minutes of Board meeting and committee meetings with Registered office of the company, in Physical,
Minutes & Nomination Remuneration Committee Minutes & Stake Holder Committee Minutes for Audit verification.	now we have started to kept physical and digital data storage of aforesaid documents
6. The company has not maintained the statutory registers as per the provision of the companies act, 2013.	We kept this at registered place as well as digital copy of the same has stored in supervision of Company Secretary of the company
7. The company has not provided Declarations from Independent Directors received by the company u/r 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with sec. 149 and schedule IV of the Companies Act, 2013 for audit verification.	Company has kept record of the same at the Registered office which is available for Inspection of Members and stakeholders.
8. The company has not provided Disclosures (DIR-8 and MBP-1) received from director's u/s 164 and 184 of Companies Act, 2013 for audit verification.	Company has kept record of the same at the Registered office which is available for Inspection of Members and stakeholders.
9. Mr. Vinit Maharia and Mr. Hari Narayan Vyas and Mrs. Kanika Suri an independent directors (ID) have not registered/renew ID data bank maintained by Institute of Corporate Affairs (IICA) with in stipulated period.	We acknowledge the auditor's observation concerning the non-registration or renewal of Mr. Vinit Maharia, Mr. Hari Narayan Vyas, and Mrs. Kanika Suri, our independent directors, with the ID databank maintained by the Institute of Corporate Affairs (IICA) within the stipulated period. We assure you that we will promptly address this matter. We will ensure that all necessary registrations and renewals are completed in compliance with regulatory requirements.
10. Regulation 17 (10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 134 (3) (p) of the Companies Act, 2013, the Company had not carried out annual evaluation of the performance of the Board, its Committees and of individual directors.	We regret this lapse and assure you that we will take immediate corrective action. We are committed to conducting the required evaluations as per the regulatory framework and will implement a robust process to ensure compliance moving forward
11. Acknowledgement for sending the notices of the Meeting of the Board and Committees is not maintained by the company	We have shared all the notices electronically.
12. The company has not maintained the attendance register for Board and committee meeting.	The Register of Attendance for Board and committee have been duly kept and stored at the Register office and also in the digital format
13. Certain event-based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.	We regret the delay, which was primarily attributed to internal changes within the company. We have taken this matter seriously and have since reviewed and improved our internal processes to ensure timely and accurate filing of all required E Forms with the ROC in the future
14. The Company did not hold any meeting of the Independent Directors during the year under review i.e. from 01.04.2023 to 31.03.2023.	We regret this oversight and assure you that we will promptly rectify this situation. We recognize the importance of Independent Directors' meetings for fostering effective governance and will ensure that such meetings are convened in accordance with regulatory requirements and best practices in the upcoming fiscal year
15. Delay filing board meeting outcome under regulation 33 of SEBI (Listing Obligations & Disclosure Requirements Regulations, 2015 board meeting was held 30.05.2022	We acknowledge the auditor's observation concerning the delay in filing the board meeting outcome under Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, for the meeting held on 30.05.2022. We regret this delay and wish to clarify that it was an unintended administrative oversight. We have taken corrective actions to ensure timely compliance with regulatory requirements in the future
16. Delay filing Voting results under regulation 44(3) of SEBI (Listing Obligations & Disclosure Requirements Regulations, 2015 for Extra Ordinary General Meeting held on 26/12/2022	We acknowledge the auditor's observation concerning this delay
17. The company failed to file the Form ADT-3 for Resignation of Statutory Auditor During the financial year 2022-23	We acknowledge the auditor's observation concerning this delay and will be addressed promptly.
18. The company failed to file the Form ADT-1 for Appointment of Statutory Auditor During the financial year 2022-23	We acknowledge the auditor's observation concerning this delay and will be addressed promptly.

29. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

30. No Frauds reported by statutory auditors:

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

31. Declaration by the Company:

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

32. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

33. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company's website URL: https://www.minfy.com.

34. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the IDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

35. Internal Financial Control;

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly

36. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

37. Director's Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31,2023:

a) in the preparation of the annual accounts for the financial year ended 31 March 2023, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

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 your Company as on 31 March 2023 and of the profit and loss of the Company for the financial year ended 31 March 2023;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

38. Composition of CSR Committee and Contents of CSR Policy:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

39. Risk Management:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

40. Credit & guarantee facilities:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from Axis Bank of INR 1.40 Crore was given by the Axis Bank without any consideration for obtaining Bank cash credit facilities.

41. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/ analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company's website.

42. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2022-23, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The transactions with the related parties are routine and repetitive in nature.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-III to this report.

43. Corporate governance and shareholders information:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

44. Vigil mechanism/ whistle blower policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistleblower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company https://www.minfy.com.

45. Statement showing the names of the top ten employees in terms of remuneration Drawn and the name of every employee as per rule 5(2) & (3) of the companies (appointment & remuneration) rules, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

46. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of (Mr. Ashok Kumar Jain), Managing Director of the Company to the median remuneration of the employee is 2:1.

47. Shares transferred to investor education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

48. Insurance:

The properties and assets of your Company are adequately insured.

49. Non-executive directors' compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

50. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

51. Failure to implement corporate actions:

During the year under review, no corporate actions were done by the Company.

52. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

53. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

54. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

55. CEO/ CFO Certification:

Certification from the Managing Director on the financial statements u/r regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 20222023 is annexed in this Annual Report.

56. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.minfy.com.

57. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31,2023, no complaints pertaining to sexual harassment have been received.

58. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://www.minfy.com.

59. Deviations, if any observed-on funds raised through public issue, preferential Issue etc:

During the year under review, company has not raised any funds from public or through preferential allotment.

60. Details of application made or proceeding pending under insolvency and bankruptcy code, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

61. Details of difference between valuation amount on one time settlement and Valuation while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

62. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 32nd Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

63. Event Based Disclosures:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

64. Appreciation & acknowledgement:

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the Company. assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thanks the s at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the Company.

	For and on behalf of the Board of Directors
	Mahaveer Infoway Limited
	Sd/-	Sd/-
Date: 10.08.2023	Vijay Jain	Ashok Kumar Jain
Place: Hyderabad	Director (DIN:02321195)	Managing Director (DIN:00043840)