To,

The Members of

MATER COMPONENTS LIMITED

(Formerly known as Master Components Private Limited)

Your Directors' have pleasure in presenting their 25thAnnual Report on the business and operations of the company and the accounts for the financial year ended on 31st March, 2024.

1. The state of affairs and Financial Performance of the Company:-

The summary of the financial performance for the financial year ended March 31, 2024 is given below:

2. Review of Operations:-

The Total Income of the Company stood at Rs. 25,58,18,158/- for the year ended March 31, 2024 as against Rs. 20,90,52,848/- in the previous year. The Company made a net profit (after tax) of Rs. 2,67,56,385/- for the year ended March 31, 2024 as compared to the Rs. 1,71,03,312/- in the previous year.

3. Cash Flow and Financial Statements:-

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

4. The amounts, if any, which it proposes to carry to any 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 reserve account of the company during the year under ended on 31st March 2024.

5. Dividend:-

In view of the future prospects of the Company, the Board of Directors has decided to retain the profits and not declare dividend for the financial year ended on 31st March 2024.

6. Transfer of unpaid and unclaimed amounts to Investor Education and Protection Fund:-

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

7. Share Capital of Company and changes therein:-

A] Authorized Capital:

The Authorized Share Capital of the Company is Rs. 4,50,00,000/ - consisting of 45,00,000 equity shares of Rs. 10/- each.

B] Issued, Subscribed and Paid-up Capital:

As on 1st April, 2023 the issued, subscribed and paid up share capital of the Company was Rs. 3,30,00,000/- consisting of 33,00,000 Equity Shares of Rs. 10/- each.

C] Changes in Share Capital:

During the period under review, company came up with an Initial Public Offer (IPO) of the equity shares of the company, wherein company has issued 7,00,000 fresh equity shares to public and offer for sale of 4,02,000 equity shares by promoters i.e. Mr. Mudduraj Chandrashekhar Kulkarni and Mr. Shrikant Hanamant Joshi offered 2,01,000 equity shares each to the public. The company has raised funds amounting to Rs. 15,42,80,000/- through initial public issue of total 11,02,000 equity shares in total at the fixed price of Rs. 140/- per share.

The Board has allotted equity shares to eligible subscribers to IPO in the board meeting held on 26th September, 2023 and hence as on 31st March, 2024, the issued, subscribed and paid up share capital of the Company is Rs. 4,00,00,000/- consisting of 40,00,000 Equity Shares of Rs. 10/- each.

D) Listed of company shares

The Company listed 40,00,000 equity shares on the EMERGE SME platform of NSE i.e. National Stock Exchange on 29th September 2023.

8. Depository System & Registrar and Transfer Agent:-

Entire paid up equity shares i.e. 40,00,000 Equity Shares of the Company are in dematerialized form as on 31st March, 2024 and company has appointed Bigshare Services Private Limited as the Registrar and Transfer agent of the company.

9. The change in the nature of business, if any:-

There has been no change in nature of business of the Company during the Financial Year under review.

10. Material changes and commitments, if any, affecting financial position of the Company which have occurred between ends of the financial year to which the financial statements relate and date of report: -

Pursuant to provisions of Section 134(3) (l) there was no material changes affecting financial position of the Company which have occurred between ends of the financial year to which the financial statements relate and date of report except following material events that has occurred during the period having positive impact on financial position as stated:

a) The company has received major purchase orders from domestic as well as international entities.

b) Company has also placed purchase orders for purchase of Robots as well as various machines to support the upcoming projects for capacity building purpose.

c) Company has also taken a premise on rent and is also looking forward to purchase a plot for further expansion of business.

11. The names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:-

No company has become or ceased to be subsidiary, joint venture or associate of the Company during the period under review. However Master Components Limited (Formerly known as Master Components Private Limited), Master Moulds Private Limited (CIN:

U28999MH1997PTC106289) and Master Nidavellir Aeromed Private Limited (CIN: U29309MH2020PTC344836) are often referred as "Master Group" in the local Industry.

Promoters of the company are also common directors as well as shareholders in the companies, disclosures of which in appropriate form are received by the company, presented before the board and has taken on record in the first Board meeting of the company held on 17/05/2024.

12. The web address, where annual return referred to in sub-section (3) of section 92 will be placed:-

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial year ended 31st March, 2024 made under the provisions of Section 92(3) of the Act, and also considering the amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return (to be prepared in Form MGT-9) to the Directors' Report, the Company can host a copy of annual return on the website, if any of the Company and provide web link of the same the Directors' Report.

Accordingly, Annual Return as on 31st March, 2024 pursuant to Section 92(3) read with Section 134 (3)(a) of the Act, shall be placed on the web link - https://master-group.in/Investor- component

13. A statement on declaration given by Independent Directors under sub-section (6) of section 149:-

The company being listed entity on the SME platform of National Stock Exchange (NSE) since 29th September, 2023, the company has appointed required number of independent directors on the board.

Accordingly as per the provisions of Section 149(6) and (7) of Companies Act, 2013 along with all the applicable provisions, rules and regulations there under, company has received the due declarations from the Independent directors of the company and the same has been presented and approved by the board in their first board meeting for the financial year 2024-25 held on 17/05/2024.

The Independent Directors meet the criteria of the independence as specified in Section 149 of the Act and Regulation 16(b) of the SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015.

14. Disclosures by Directors:-

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as intimation by directors in Form DIR-8 under Section 164(2) and the same has been presented and approved by the board in their first board meeting for the financial year 2024-25 held on 17/05/2024.

15. Number of Board Meetings held in year 2023-24:-

The Board of Directors meets at regular intervals to discuss and decide on Company/ business policy and strategy.

During the Financial Year 2023-24 the board met 9 (Nine) times on 12/04/2023, 21/07/2023, 10/08/2023, 18/08/2023, 07/09/2023, 12/09/2023, 26/09/2023, 08/11/2023 and 14/02/2024 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Directors. Also, the intervening gap between two meetings was within the period prescribed by the Companies Act, 2013

Details of Board Meetings conducted during the period:

During the year under review, Independent Directors Meeting was held on 14th February, 2024 to review the performance of Non-Independent Directors and the overall performance of the Board

of the Company. All the Independent Directors were present at the Independent Directors meeting.

16. Committees of Board:-

The Company being listed entity has formed Committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2024 and presently the board has three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below:

A] Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee ("Audit Committee").

The Audit Committee met 7 (Seven) times during the financial year ended 31st March, 2024 on 12/04/2023, 21/07/2023, 10/08/2023, 18/08/2023, 07/09/2023, 12/09/2023 and 08/11/2023 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Members.

Composition of Audit Committee and Meetings conducted during the period:

The term of reference of Audit Committee is as below:

1. 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.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ 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.

7. Review and monitor the auditor's independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

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

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. 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.

14. Discussion with internal auditors any significant findings and follow up there on.

15. 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.

16. 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.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B] Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and also to comply with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Nomination and Remuneration Committee. ("NRC").

The Nomination and Remuneration Committee met 2 times (Twice) during the financial year ended 31st March, 2024, on 12/04/2023 and 08/11/2023 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Members.

Composition of Nomination and Remuneration Committee and Meetings conducted during the period:

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. 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.

3. Formulation of criteria for evaluation of independent directors and the Board;

4. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

5. Devising a policy on Board diversity;

6. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

7. 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.

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

The Company has formulated a Remuneration Policy which is available on the website of the Company at the link https:/ / master-group.in/Investor-component

C] Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Stakeholders Relationship Committee. ("SRC").

The Stakeholders Relationship Committee met 2 times (Twice) during the financial year ended 31st March, 2024, on 12/04/2023 and 08/11/2023 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Members.

Composition of Stakeholders Relationship Committee and Meetings conducted during the period:

The term of reference of Stakeholders Relationship Committee is as below:

1. Efficient transfer of shares; including review of cases for refusal of transfer/ transmission of shares and debentures;

2. 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.

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

5. 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.

6. Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

7. Any other power specifically assigned by the Board of Directors of the Company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.

17. The details of directors or key managerial personnel who were appointed or have resigned during the year:-

A] Change in Directors:

During the period under review, following appointments were made in the board of Directors:

Mr. Vishal Jayantibhai Patel (DIN: 10040145) was appointed on the board of the company as an Additional Non-executive Independent Director of the company with effect from 12/04/2023 whose appointment was regularized by the members in the 24th Annual General Meeting held on Monday 21st August 2023 as Non-executive Independent Director of the company for period of 5 years from the date of original appointment i.e. 12/04/2023.

B] Changes in the Committees of Board:

1. Audit Committee:

Audit Committee was reconstituted in Board meeting held on 12/04/2023 due to resignation and appointments in the board with the intention of neutralizing the composition of Committees of Board.

2. Nomination and Remuneration Committee:

Nomination and Remuneration Committee was reconstituted in Board meeting held on 12/04/2023 due to resignation and appointments in the board with the intention of neutralizing the composition of Committees of Board.

3. Stakeholders Relationship Committee:

Stakeholders Relationship Committee was reconstituted in Board meeting held on 12/04/2023 due to resignation and appointments in the board with the intention of neutralizing the composition of Committees of Board.

C] Directors to be retired by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mudduraj Chandrashekhar Kulkarni, Managing Director of the Company is nominated by board to be retired by rotation and who offers himself for re- appointment.

The brief resume of Mr. Mudduraj Chandrashekhar Kulkarni, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

17 (I). Statement regarding opinion of board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:-

Board of the company states that both the Non-executive Independent Directors i.e. Mr. Ganapathi Mala Joshy (DIN: 02763942) and Mr. Vishal Jayatibhai Patel (DIN: 10040145) appointed on the board are duly registered under the Independent director's databank maintained with the MCA and hold the certification of exemption from appearing for the examination conducted by the respective board.

Board further states that the contribution of the both the Independent directors has been satisfactory and very much valuable in the decision making. Their expertise in respective fields has been useful to the board on the required occasions.

18. In case of a listed company and every other public company having a paid up share capital of twenty five crore rupees or more, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors:-

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. Board also conduct performance evaluation of each Independent Director excluding the Independent Director being evaluated.

The evaluation is done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

19. Directors' 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:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. 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 profit of the Company for that period.

iii. 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

20. In case of a company covered under sub-section (1) of section 178, company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:-

As per the provisions of section 178 of Companies Act, 2013 and applicable rules and regulations thereunder, the Nomination and Remuneration Committee has been constituted by the board, details of which along with the roles and responsibilities of respective members have been placed on the website of the company viz. https: / /master-group.in/components as "Committees of Board of Directors"

Accordingly company has also formulated the Audit committee and Stakeholders Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013, details of which has been placed on the website of the company viz. https://master-group.in/components as "Committees of Board of Directors".

21. Code Of Conduct:-

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.

22. Remuneration/ Commission drawn from Holding/ Subsidiary Company:-

The Company does not have any Holding Company and Subsidiary Company, hence no Remuneration/ commission has been drawn in any such way.

23. Particulars of Employees And Remuneration:-

The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-II.

24. Details of Appointment of Auditor:-

A] Statutory Auditor:

M/ s Bhalchandra D. Karve & Associates, Chartered Accountants, Nashik with FRN: 135281W has been appointed as Statutory Auditor of the company in the 24th Annual General Meeting held on 21st August, 2023 by the approval of members for five years beginning from 01/04/2023 until 31/03/2028 and to hold the office from the conclusion of 24th Annual General Meeting pertaining to financial year ending on 31/03/2023 until the conclusion of Annual General Meeting to be held for the financial year to be ended on 31/03/2028.

The Independent Auditors' Audit Report for F.Y. 2023-24 forms part of Annual Report and it is annexed as Annexure-VI.

B] Secretarial Auditor:

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any of the Companies Act, 2013, the board of directors had appointed CS Manjushri M. Maslekar (FCS No.:5663), Designated Partner of M/ s MDSB AND CO LLP, (ICSI Firm Unique Identification No L2019MH005700), a firm of practicing Company Secretary to act as Secretarial Auditor of the Company for FY 2023 -24.

The Secretarial Audit Report for F.Y. 2023-24 forms part of Annual Report and it is annexed as Annexure-V.

Further with receipt of due consent, the board has reappointed CS Manjushri M. Maslekar (FCS No.: 5663), Designated Partner of M/ s MDSB AND CO LLP, (ICSI Firm Unique Identification No L2019MH005700), a firm of practicing Company Secretary to act as Secretarial Auditor of the Company for FY 2024 -25 in the board meeting held on 17/05/2024.

C] Internal Auditor:

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any of the Companies Act 2013 the board of directors had appointed M/ s Thakare Galande Misal & Co., Chartered Accountants, Nashik (FRN: 128661W) as an Internal Auditor of the company for Financial year 2023-24.

Further with receipt of due consent, the board has appointed M/s Tripti Kainth and Associates, Chartered Accountants, Nashik (FRN: 155784W), to act as an Internal Auditor of the Company for FY 2024-25 in the board meeting held on 17/05/2024.

25. Comments by the Board on qualification, reservation or adverse remark or disclaimer made:-

A] By Statutory Auditor:

The Auditors have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their report for the Financial Year ended on 31st March, 2024.

The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditor's Report and its Annexures forming part of this Annual Report as Annexure-VI and hence do not require any further clarification.

B] By Secretarial Auditor:

The Auditors have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their Secretarial Audit Report for the Financial Year ended on 31st March, 2024.

The Secretarial Audit Report forms part of Annual Report and it is annexed as Annexure-V.

26. Details in respect of frauds reported by the auditors under sub section (12) of Section 143 other than those which are reportable to the central government :-

There were no frauds occurred in the Company which were to be reported by the Auditors under sub section (12) of Section 143 being other than those which were reportable to the Central Government.

27. Internal Audit & Controls: -

Pursuant to provisions of Section 138 read with rules made there under, the Board had appointed M/ s Thakare Galande Misal & Co., Chartered Accountants, Nashik (FRN: 128661W) as an Internal Auditor of the company for Financial year 2023-24 to check the internal controls and functioning of the activities and recommend ways of improvement.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Audit is carried out for financial year 2023-24; the report of which was placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

28. The details in respect of adequacy of internal financial controls with reference to the Financial Statements:-

Based on reviews performed by management and the relevant board committees, including the audit committee for the framework of internal financial controls and compliance systems established and maintained by the Company along with work performed by the internal, statutory and secretarial auditors and external consultants, the board is of the opinion that the Company's internal financial controls were adequate and effective for period under review.

29. A disclosure for maintenance of cost record as specified under sub-section 148 of the Companies Act 2013:-

The provisions for maintenance of cost accounts and cost records as specified by Central Government under sub-section (1) of Section 148 of the Companies Act 2013 are not applicable to the Company during the year.

30. The conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed:-

A] Conservation of Energy:

a) The steps taken or impact on conservation of energy:

The Company is using various low power devices, which help in conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy:

The company has already installed solar panel at the factory and is working towards the shift the major load of energy consumption onto the same.

c) The Capital Investment on energy conversation equipment:

The company has already installed solar system at the factory.

B] Technology absorption:

a) The efforts made towards technology absorption:

The Company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

b) The benefits derived like product improvement, cost reduction, product development or import substitution:

The company has achieved significant cost reduction in the process of manufacturing and also the percentage of wastage is decreased during the period.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable.

i. the details of technology imported: Not Applicable

ii. the year of import: Not Applicable

iii. whether the technology been fully absorbed: Not Applicable

iv. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

d) The expenditure incurred on Research and Development:

Not Applicable

C] Foreign exchange earnings and Outgo:

Foreign Exchange Earnings during the year: Rs. 2,47,01,943/- Foreign Outgo during the year: Nil

31. Particulars of loans, guarantees or investments under section 186:-

During the year company has not entered into any transaction under section 186.

32. Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of section 188:-

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm's Length Basis. Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014.

The copy of Form AOC-2 forms part of Annual Report and it is annexed as Annexure-I.

33. The details relating to deposits, covered under Chapter V of the Act:-

The Company has not accepted any deposits from the public during the year hence Chapter V is Not Applicable to the Company.

34. The details of deposits which are not in compliance with the requirements of Chapter V of the Act:-

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act during the year.

35. Unsecured loan:-

Pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits) Rule 2014 the company has not accepted unsecured loan form Directors. The outstanding balance of unsecured loan as on 01/04/2023 was repaid during the year and as on 31/03/2024 balance of unsecured loan is NIL

36. Vigil Mechanism/ Whistle blower Policy:-

The board believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Therefore the company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Also pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, details of the procedure to be followed by the employees to report genuine concerns are given under "Whistle blower or Vigil Mechanism Policy" which is disclosed on the website of the company under link https:/ / master-group.in/Investor-component

37. A Statement indicating development and implementation of a risk management policy including identification therein of elements of risk, if any, which in opinion of Board may threaten an existence of the Company:-

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The policy of the Company on risk management is in place published on the website of the company at the link https:/ / master-group.in/Investor-component

38. The details about policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year:-

As prescribed under Section 135 (1) of Companies Act 2013; the company does not fulfil criteria of applicability for class or classes of companies; hence no CSR policy was designed and implemented by the company during the year ended on 31/03/2024.

39. Policy for Preservation of Documents:

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/ destruction of the Documents.

The policy is disclosed on the website of the company under the link https://master- group.in/Investor-component.

40. Policies and Disclosure Requirements:-

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website under link https:/ / master-group.in/Investor-component.

41. Management's Discussion And Analysis Report:-

Management's Discussion and Analysis Report for the period under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report in the form of Annexure-III.

42. Prevention of Insider Trading:-

As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Master Components Limited and cautions them on consequences of violations also the code is modified from time to time considering the amendments.

All the adopted codes of conduct and details of procedures to be followed are disclosed on the website of company under link https://master-group.in/Investor-component.

43. Human Resources:-

The company considers its human workforce as a valuable resource and ensures their strategic alignment with the business priorities and objectives. The board has laid down procedures which emphasizes the need of attaining organizational goals through individual growth and development.

The management has also been providing necessary training in regard with the assignments in hand and is ensuring the personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.

44. Corporate Governance:-

The Company being listed on the SME Platform of National Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Hence Corporate Governance Report is not required to be annexed with Annual Report.

45. Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013:-

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment or no complaint (s) / case (s) is pending with the Company during the year under review.

Annual Report on Sexual Harassment Policy for the period 1st January, 2023 to 31st December, 2023, is annexed to the Annual Report as Annexure VII.

46. Certification from Chief Financial Officer/Chief Executive Officer of the company:-

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Mudduraj Chandrashekhar Kulkarni, Managing Director and Mr. Shrikant Hanamant Joshi, Chief Financial Officer (CFO) of the Company.

The same is enclosed as Annexure V of the Annual Report.

47. Disclosure Under Section 43(A)(Ii) of the Companies Act, 2013:-

The Company has not issued any shares with Differential Rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

48. Disclosure Under Section 54(1)(D) of the Companies Act, 2013:-

The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

49. Disclosure Under Section 62(1)(B) of the Companies Act, 2013:-

The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

50. Disclosure Under Section 67(3) of the Companies Act, 2013:-

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

51. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:-

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future during the year.

52. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year and the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:-

During the period under review, No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and there was no instance of one-time settlement with any Bank or Financial Institution.

53. Observance of the Secretarial Standards:-

The Directors state that proper systems have been devised to ensure compliance with the applicable Secretarial standards issued by the Institute of Companies Secretaries of India (ICSI) and such systems are adequate and operating effectively.

54. Cautionary Statement-

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

55. Acknowledgements:-

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended to the Company by the employees at all levels, bankers, financial Institutions, Central and State Governments.

MASTER COMPONENTS LIMITED

Formerly known as Master Components Private Limited