MKP Mobility Ltd

To,

The Members,

Your Directors are pleased to present their 33^rd Annual Report on the state of affairs of the Company together with the Audited Statement (Standalone) of Accounts and the Auditors’ Report of MKP Mobility Limited ["the Company’] for the year ended March 31^st, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Company Financial Performance (Standalone) for the financial year ended on 31st March, 2024 under review is given hereunder: (Amount in Lakhs)

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 2,342.03 lakhs against Rs. 13.28 for the corresponding previous years. The operations of the Company are smoothly going on under the management.

The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend any dividend on equity shares for the Financial Year ended on 31st March, 2024. Also, dividend distribution policy is not applicable on the company.

4. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

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

Further, The Company is in the process of shifting of its registered office from the state of Karnataka to the state of Maharashtra. The approval from the shareholders for the same has been received through postal ballot on 10^th November, 2022. The application was pending for approval at the competent authorities as on the date of closure of financial year.

The management activities are carried out from the Corporate office of the Company which was shifted to Pune by passing the Board resolution at the meeting held on 12^th August, 2022. The application was filed in e-form INC-23 with the Regional Director, Hyderabad and the same was pending with the officials for further action.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

8. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of business. With new management company is going into major transformation in current and coming financial years and will explore new markets and business opportunities as per the Main objects of the Company. As a result of continues efforts of the management of the company, the revenue from operations has increased and also the company has recovered from previous losses and recorded profit in FY 2023-24.

9. SHARE CAPITAL

During the year under review, the Company has increased its share capital the details are as given below:

The Authorised Equity Share Capital of the Company has increased from INR. 5,00,00,000/- (Indian Rupees Five Crore Only) to INR. 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into 1,00,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is INR 3,41,10,300/- (Indian Rupees Three Crore Forty-One Lakhs Ten Thousand and Three Hundred Only).

* The names of the Directors is not reflected on the MCA portal due to the technical problem related to the filing of e form DIR-12. Constant efforts are made with the governing authorities to resolve the issue. However, no satisfactory resolution was provided till date.

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Apt 2013, that they meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Company's Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directorsindividually as well as the evaluation of the working of its Committees. The Directors expressed satisfactionwith the evaluation process.

11. MEETINGS OF THE BOARD

During the year, 5 (Five) Board Meetings were convened and held, the details of which are given below. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the Financial year 2023-2024:

During the Financial Year 2023-2024, 1 (one) Meetings of Independent Directors was held on 13/02/2024 without the attendance of Non-Independent Directors and members of the Management to discuss and review & the performance of Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

13. MEETINGS OF THE COMMITTEES

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

The Audit Committee of the Company reviews the reports to be submitted with the Board of

Directors with respect of auditing and accounting matters. It also supervises the Company’s financial reporting process.

During the Financial Year 2023-2024, 4 (four) Meetings were held on 29/05/2023, 14/08/2023, 09/11/2023 & 13/02/2024. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Committee is as under:

The Committee’s constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The composition of the Committee is as under:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The Committee reviews Shareholder’s/ Investor’ s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the Financial Year 2023-2024, 1 (One) Meeting was held on 13/02/2024.

The composition of the Committee constituted as under:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES:

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year 2023-24. Details regarding rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached herewith this report.

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms 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 stateof affairs of the company at the end of the financial year and of the profit and loss of the company forthat period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no company ceased as Subsidiary, joint venture or associate of the company.

M/s. Shah Khandelwal Jain & Associates, Chartered Accountants (FRN 142740W), were appointed as the statutory auditors of the Company, for a term of five consecutive years, i.e., from the conclusion of the 31^st Annual General Meeting of the Company till the conclusion of the 36^th Annual General Meeting to be held in the year 2027 with the approval of shareholders.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

19. STATUTORY AUDITORS’ REPORT:

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

In terms of Section 204 of the Act and Rules made there under, M/s. A. S. Desai & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report forms part of Annual report as Annexure II.

The observations of the secretarial auditor are taken on record and board states that, the Company is constantly trying to resolve the issue of pending e form DIR-12 and to file all the necessary e forms for appointment and regularization of directors & Company Secretary. However, despite of our rigorous follow up, no satisfactory solution is provided by the authorities.

The Company has in place adequate internal financial controls with reference to the financial statement. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors.

Significant internal audit findings are discussed and follow-ups aretaken thereon.

Further, Grow Dynamics Consulting LLP having their registered office at 302, Kamal Kirti, above SBI, Opposite Pu La Deshpande Garden, Sinhagad road, Pune 411030 was appointed as an Internal Auditor of the Company with effect from the Financial Year 2023-24.

The Company has not bought back securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

The Company has not issued any Bonus Shares were not issued during the year under review.

The Company has not provided any Stock Option Scheme to the Employees.

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.

The Company's principal financial liabilities include trade and other payables. The Company's principal financial assets include cash and cash equivalents and others. The Company is exposed to liquidity risk and market risk. The Company’s senior management oversees the management of these risks. The Company's senior management provides assurance that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. Risk management policy of the company has been placed on the Company website at www.mkpmobility.com. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of furnishing report on corporate governance is not applicable to your Company as it’s paid up capital and net-worth is below the threshold limit prescribed for the purpose.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the Financial Statements of the Company read with Notes to Accounts which may be read in conjunction with this Report.

All Related Party transactions that were entered into during the financial year under reference were on the arm’s length basis and were in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the

Companies (Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 21 of

Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Company’s website www.mkpmobility.com.

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

The activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company's endeavours would be to achieve what is best possible in its business.

During the year under review, there was no earning or outgoing in foreign exchange.

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company’s premises through various interventions and practices. The

Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

The Company has in place proper systems to ensure compliance with the provisions of the 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, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

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

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e., 31st March, 2024 and the date of this Directors’ Report i.e., 19^th July, 2024 except as mentioned in this Report.

No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015, the Company has maintained a functional website namely "www.mkpmobility.com/" containing basic information about the Company like: Details of business, financial information, shareholding pattern, compliance, contact information of the designatedofficials of the Company who are responsible for assisting and handling investor grievancesfor the benefit of all stakeholders of the Company. The contents of the said website areupdated on regular basis.

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.