Mask Investments Ltd

To,

The Members of Mask Investments Limited

The Directors are pleased to present herewith the thirty second Annual Report of Mask Investments Limited ('the Company') along with the Audited Standalone Financial Statements for the Financial Year ('F.Y.') ended March 31, 2024.

Amount in Thousands

1. STATE OF COMPANY'S AFFAIRS:

The Total Revenue of the Company during the year was Rs. 74,25,571/- (Rupees Seventy-Four Lakh Twenty-Five Thousand Five Hundred and Seventy-One only) against Rs. 30,83,853/- (Rupees Thirty Lakh Eighty-Three Thousand Eight Hundred and Fifty-Three only) in the previous financial year.

The total expenditure during the year was Rs. 71,50,157/- (Rupees Seventy-One Lakh Fifty Thousand One Hundred and Fifty-Seven Only) against Rs. 23,01,946/- (Rupees Twenty Three Lakh One Thousand Nine Hundred and Forty-Six Only) in the previous financial year.

The profit before tax for the year under review recorded to Rs. 2,80,354/- (Rupees Two Lakh Eighty Thousand Three Hundred and Fifty-Four Only) compared to Rs. 7,88,078/- (Rupees Seven Lakh Eighty-Eight Thousand and Seventy-Eight Only) in the previous financial year and the profit after tax for the year under review recorded to Rs. 2,09,792/- (Rupees Two Lakh Nine Thousand Seven Hundred and Ninety-Two Only) compared to Rs. 5,89,624/- (Rupees Five Lakh Eighty-Nine Thousand Six Hundred and Twenty-Four Only) in the previous financial year.

2. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business by the Company during the period under review.

3. DIVIDEND:

With a view to conserve the resources for the Company, Directors have not recommended the dividend for the year ended 31^st March 2024.

4. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is uploaded on the website of the Company at www.maskinvestments.com.

5. TRANSFER TO RESERVES:

For the Financial Year ended 31^st March, 2024 the Company had not transferred any amount to any reserve of the Company.

6. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2024 is Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs only) divided into 35,00,000 (Thirty Five Lakhs) equity shares of Rs. 10/- each. During the year under review, there was no change in the Authorized Share Capital during the Year. The Paid up equity share capital as on March 31, 2024 is Rs. 3,05,15,000/- (Rupees Three Crore Five Lakh Fifteen Thousand Only) divided into 30,51,500 (Thirty Lakh Fifty One Thousand Five Hundred) equity shares of Rs. 10/- each. During the year under review, the Company has neither issued any shares/convertible warrant nor has granted any stock options and nor sweat equity Shares.

7. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: The Company has no subsidiary and Associate Company as on March 31, 2024. Hence, Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries/ Associate Companies and Joint Ventures in Form AOC-1 is not Applicable for Financial year ended 31^st March, 2024.

8. CORPORATE GOVERNANCE REPORT:

Pursuant to the Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on the Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is attached as an integral part of the Annual Report.

9. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to the Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion Analysis Report is attached as an integral part of the Annual Report.

10. ACCEPTANCE OF DEPOSITS:

During the year under review, the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made thereunder.

11. DECLARATION BY THE INDEPENDENT DIRECTORS:

Pursuant to the Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company have given declarations that they meet the criteria of independence.

12. DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Narayan Saboo (DIN No. 00223324), Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The details of the aforesaid director, his expertise in various functional areas as required to be disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing Annual General Meeting.

The following changes took place in the composition of the Board of Directors during the Financial Year 2023-24:

Mr. Dishant Kaushikbhai Jariwala was appointed as an Additional Independent Director of the Company w.e.f April 29, 2023 and regularize w.e.f. July 27, 2023.

Mr. Sachinkumar Pramod Jain has resigned as the Director of the Company w.e.f May 20, 2023.

Mrs. Pragya Rahul Memani was appointed as an Additional Independent Director of the Company w.e.f May 27, 2023 and regularize w.e.f. July 27, 2023.

Mr. Naresh Sitaram Saboo was appointed as an Additional Director of the Company w.e.f May 27, 2023 and regularize w.e.f. July 27, 2023. Ms. Ritu Tarachand Agarwal (Membership No.: A70605), has resigned from the position of Company Secretary and Compliance Officer w.e.f November 11, 2023.

Ms. Drashti Gautam Shah (Membership No.: A63973) was appointed as the Company Secretary of the Company w.e.f December 30, 2023.

13. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of the performance for the Directors individually as well for the Committees. The performance of the Board / Committee was evaluated after seeking inputs from all the Directors/ Committee members on the basis of the defined criteria including composition and structure, effectiveness of meetings, information and functioning. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated, on the basis of relevant knowledge, expertise, experience, devotion of time and attention to company's long term strategic issues and understanding of duties, roles and function as Independent Director. The Directors expressed their satisfaction with the evaluation process.

14. BOARD MEETINGS:

During the year under review, 8 (Eight) Board Meetings of the Company were convened. The details of Board Meetings held during the Financial Year 2023-24 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:

Pursuant to the section 178 (3) of the Companies Act 2013, the policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for Determining qualifications, positive attributes and other matters has been framed by the Company. The Company's Remuneration Policy for directors, Key Managerial Personnel and other employees is available on Company's website www.maskinvestments.com.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. All persons have access to the Chairperson of the Audit Committee.

The policy of vigil mechanism is available on the Company's website at www.maskinvestments.com

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Company's website www.maskinvestments.com.

18. COMPOSITION OF KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, pursuant to the Section 203 of the Companies Act, 2013, the composition of the Company as on March 31, 2024 is as follows;

19. COMPOSITION OF COMMITTEE:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained, the Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013 confirm that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had 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 year ended on that date; c) The directors had 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 had prepared the annual accounts on a going concern basis; and e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. STATUTORY AUDITOR & THEIR REPORT:

The Statutory Auditors of the Company, M/s. Rajendra Sharma & Associates, Chartered Accountants, (Firm Registration No. 108390W) have audited the Financial Statements of the Company. The Independent Auditors Report forms a part of this report and no adverse remark/comment has been made in the said report by the Statutory Auditors. The report is self-explanatory and do not call for any further comments. M/s. Rajendra Sharma & Associates, Chartered Accountants, (Firm Registration No. 108390W) was appointed by the Members as the Auditors of the Company from the conclusion of 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting of the Company and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013.

143(12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

23. SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s Dhirren R. Dave & Co., Practicing Company Secretaries, Surat to conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for F.Y 2023-24 is annexed as Annexure - I to the Director's Report.

Company is required to obtain NBFC Registration, it has not obtained the same. - RBI during the year vide its order dated 18^th July, 2018 received on 19th July, 2018, due to non-attainment of Net Operating Funds requirement as per RBI Act 1934 and in future the company wishes to apply for fresh certificate of registration after attainment of Net Operating Fund as per RBI Act 1934. Further Company is making efforts to attain Net Operating Funds requirement as per RBI Act 1934 and to obtain the certificate again.

Clarification/Notices received from the Stock Exchange. – Various clarifications/notifications received by the Company from Stock Exchange during the year under review, the Company has timely made required submissions.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company doesn't fall under the thresholds of Section 135 of the Companies Act, 2013. Hence, provisions for Corporate Social Responsibility are not applicable to the Company.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

During the year under review, Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

26. RELATED PARTY TRANSACTIONS:

During the year under review, all related party transactions entered with related parties were on arm's length basis and not material in nature and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required Details of all RPTs are mentioned in the notes to financial statements forming part of the Annual Report.

27. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and mitigating risks associated with the business. The policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks associated with Business and for accomplishing the growth plans of the Company, are imperative. The common risks inter alia are risks emanating from; Regulations, Competition, Business, Technology obsolescence, Investments, retention of talent, finance, politics and fidelity. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Risk Management Policy is placed on the Company's website www.maskinvestments.com

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT: There are no such major material changes and commitments occurred, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

29. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control system is commensurate with its size, scale and complexities of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

30. LISTING OF SHARES AND LISTING FEES:

The Equity Shares of your Company are listed on the National Stock Exchange of India Limited. The Company has paid annual listing fees to the stock exchanges for the financial year 2023-24.

31. REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure II to the Director's Report.

EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, technology, absorption and foreign exchange earnings and outgo is not applicable to the Company.

(PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013:

The Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors further state that during the year under review, No complaint was received from any employee during F.Y 2023-24 and hence no complaint is outstanding as on 31^st March, 2024 for redressal.

OR COURTS:

During the year under review, there are not any significant or material orders passed by the Regulators or Courts or tribunals impacting the going concern status and your Company's operations in future.

35. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of the Company Secretaries of India (ICSI) and the Company complies with all the applicable secretarial standards.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

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 FINANCIAL YEAR:

It is not applicable to the Company, during the financial year 2023-24.

38. 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 32^nd Annual General Meeting of the Company will be sent to all the Members whose e-mail addresses are registered with the Company/Depository Participant(s). Further, in compliance with the aforesaid MCA Circulars and SEBI Circular notice of the AGM along with the Annual Report for F.Y. 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for the F.Y. 2023-24 will also be available on the websites of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com respectively.

39. CAUTIONARY STATEMENT:

Statements in this report and its annexures describing company's projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.

40. ACKNOWLEDGMENT:

The Board of Directors wish to convey their appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation for the growth of the Company and all other business associates for their continuous support to the Company and their confidence in its management.