Hanman Fit Ltd

<dhhead>Directors Report</dhhead>

To,

The Members,

Your Directors have pleasure in presenting their Tenth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024

1. Financial summary or highlights/Performance of the Company:

The summarized results of your Company are given in the table below:

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There was no change in nature of the business of the Company during the year under review.

During the year, your Company earned total income of Rs. 19.85 Lakhs- and profit of Rs. 66.55 Lakhs for the year ended March 31, 2024.

The Company is involved in the gymming business in India, committing itself in making India Healthy and Fit. IV s USP providing world class gymming experience, facilitated by the professional trainers.

3. Change in the nature of business,

There is no change in the nature of Business.

The Company got listed on BSE SME IPO Platform on October 21, 2014.

4. Transfer to Reserves:

During the year under review, there is no transfer to reserves.

The Company did not recommend Dividend..

There was no change in the capital structure of the company

The maximum tenure of Independent Directors is in compliance with the Act. All Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 25 of the SEBI Regulations read with Section 149(6) of the Companies Act, 2013.

Mr. Divesh Shantaram Koli DIN 06620482 was appointed as Director w.e.f 30.09.2023

Mr. Shailendra Sudhakar Sawant DIN 10306962 was appointed as Director w.e.f 30.09.2023

Mr. Akshat Gupta, DIN 02265121 retired as managing director by rotation of the company w.e.f 30.09.2023. He did not re-appoint himself

Mr. Ankush Gupta DIN 02265108 retired as Whole time director by rotation w.e.f 30.09.2023. He did not re-appoint himself

The Management Discussion and Analysis Report, capturing your Company's performance, industry trends provided in a separate section and forms an integral part of this report.

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability. The goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate Governance is critical to enhance and retaining investor trust.

As required under 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, information in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions.

In terms of provisions of the Companies Act, 2013 and Schedule II- Part D of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees

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

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (As per Annexure 1)

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

D) The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement: —

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) Details of fixed component and performance linked incentives along with the performance criteria;

(iii) Service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

As on March 31, 2024, the Company had no subsidiary, joint ventures, and associate companies.

As on March 31, 2024, the Company was not a subsidiary of any company.

Due to casual vacancy due to resignation of previous Statutory Auditor M/s Jain Anil & Associates, the company appointed M/s B.L DASHARDA & Associates, FRN: 112615W as Statutory Auditors to conduct the audit on 15^th May, 2024. Their appointment shall be ratified in the upcoming EGM The observations and comments given in the report of the Auditors read and notes to accounts are selfexplanatory and hence do not call for any further information and explanation or comments under Section 134(3) (f) of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse remark.

In terms of Section 204 of the Act and Rules made there under Ms. Reena Modi., Practicing Company Secretary has been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Form No. MR-3 to this report. The report is self-explanatory and does not call for any further comments.

The Company continues to engage Mis Himank Desai and Co., as its Internal Auditor. During the year. The Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

During the year the Company formulated and adopted Codes under SEBI (Prohibition of Insider Trading) Regulations, 2015, Whistle Blower Policy/Vigil Mechanism, Risk Management Policy and also formulated and adopted Code of Independent directors and Code of for Board and Senior Management

The Chairman of the Board is an Executive Director.

As required under Section 149(3) of the Companies Act, 2013 and Regulation 17 (1) of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Sanvedi Parag Rane (DIN: 08324137), a Woman Director, has been appointed as an Independent Director on the Board.

Other Relevant details of Directors

Board Meetings during the year

COMMITTEES OF THE BOARD.

Audit Committee (mandatory committee)

The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Audit Committee are as under:

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, some of the important functions performed by the Audit Committee are:

a. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b. review and monitor the auditor's independence and performance, and effectiveness of audit process;

c. examination of the financial statement and the auditors' report thereon;

d. approval or any subsequent modification of transactions of the company with related parties;

e. scrutiny of inter-corporate loans and investments;

f. valuation of undertakings or assets of the company, wherever it is necessary;

g. evaluation of internal financial controls and risk management systems;

h. monitoring the end use of funds raised through public and other related matters Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Nomination and Remuneration Committee are as under:

Stakeholders' Relationship Committee (mandatory committee)

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/investors' Grievance Committee" as the "Stakeholders' Relationship Committee".

Details of Shareholders' Complaints

19. Separate Meeting of Independent Directors

Separate meeting of Independent Directors of the Company without the attendance of Nonindependent Directors and members of management was held on 20.02.2024 as required under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. At the Meeting, the Independent Directors:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• At the independent Directors were present at the Meeting.

20. General Both Meetings

Particulars of last three Annual General Meetings:

21. Extraordinary General Meeting (EGM)

During the year under review, there was no Extraordinary General Meeting.

22. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

24. Deposits

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

(a) accepted during the year- NIL

(b) remained unpaid or unclaimed as at the end of the year-NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-NIL

25. Contracts and Arrangements with Related Parties

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' or which may have potential conflict with interest of the company at large.

26. Conservation of Energy

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy:

(b) Technology absorption:

(c) Foreign exchange earnings and Outgo: The Company had no foreign exchange earnings and outgo during the financial year.

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 loss of the company for financial year ended March 31, 2024;

(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 were operating effectively,

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

The details of loans given, investments made, guarantees given and securities provided are given in the Notes to the Financial Statements.

The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 are not applicable to your Company during the year under review.

The Company got listed on 21' October, 2014 on SME Platform of Bombay Stock Exchange (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to Bombay Stock Exchange (BSE) where the Company's Shares are listed.

The Company has formulated a Risk Management Policy. The Company for Risk Management identifies, evaluates, analyses and prioritizes risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company.

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct.

The Company has formulated a Familiarization Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, .. to provide them with better understanding of the business and operations of the Company and so as to enable than to contribute significantly to the Company.

During the period under review, there were no significant and material orders passed by the regulators. courts or tribunals that would impact going concern status of the Company and its future operations.

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. However, the Company has no women employee.

BSE informed company that there were some non compliances pertaining to early years such as 2016 and 2017 etc for which the BSE levied penalty. The same has been paid by the company as on the date of this report.

Details are mentioned in Annexure below

The Board records its appreciation of the commitment and support of the Employees at all levels and the abundant co-operation and assistance received from the Bankers and valued customers during the year under review and look forward for their total involvement.