DIRECTORS' REPORT

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report and Financial Statements (Standalone & Consolidated)
for the financial year ended 31st March, 2023

FINANCIAL HIGHLIGHTS

The Company's Standalone and Consolidated Financial Performance during the year ended 31st March, 2023 as compared
to the previous year's is summarized as below:

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries for the financial year ended 31st March, 2023, are prepared
in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits for the FY23 except the 20 percent of the profit
transfer to Reserve Fund U/s 45-IC of the RBI Act, 1934 and remaining amount has been transferred to the Retained
Earnings and has not transferred any amount to the General Reserves, during the year under review.

DIVIDEND

Your Board of Directors has not recommended any dividend on Equity Share Capital for the year under review with a view
to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2023 and to strengthen the
working capital of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2021, top 1000 listed companies based on the market capitalization, shall formulate a
Dividend Distribution Policy.

Accordingly, the Policy has been adopted by the Board of Directors of the Company setting out the parameters and
circumstances that will be taken into account by the Board in determining the distribution of dividend to its Shareholders
and/ or retaining profits earned by the Company.

The Dividend Distribution Policy is available on the Company’s website at https://mmwlindia.com/PDF/MMWL Dividend Policv.pdf

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)FINANCIAL REVIEW

The Company had a revenue of the Company of Rs.3,30,00,000/- during the financial year ended 2022-2023. During
the financial year ended 31st March, 2023, the Company has earned profit of Rs.68,00,000/- as compared to the profit
of Rs.48,54,000/- for the previous financial year ended 2022 on standalone basis. The Consolidated revenue during
the financial year ended 31st March, 2023 stood at Rs.9,46,76,62,000/- as against the Consolidated revenue of
Rs.5,81,54,34,000/- in the previous financial year ended 31st March, 2022. During the financial year ended 31st March,
2023, the Company has earned a profit of Rs.2,36,14,000/- as compared to profit of Rs.2,41,27,000/- in the previous year
ended 31st March, 2022 on consolidated basis.

SHARE CAPITAL

As on 31st March, 2023, the Authorized Share Capital of your Company stood at Rs.150 Crores (Rupees One Hundred
Fifty Crores only) divided into 150 Crores equity shares of face value of Rs.1/- (Rupee One) each.

PAID-UP SHARE CAPITAL

During the financial year 2022-23, the paid up equity share capital of the Company stood at Rs.1,13,27,42,219 (Rupees One
Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into 1,13,27,42,219
Equity Shares of Re.1/- each.

industry OVERVIEW FOR THE company & ITS SUBSIDIARIES

Media Matrix Worldwide Limited is a B2B Value Added Services player providing niche and differentiated offerings to help
clients towards consistent high performance, revenue optimization, enhanced end-user experience and growth.

MOBILE HANDSETS MARKET IN INDIA

One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets
business in India.

Mobile Handset Market Overview

According to CyberMedia Research (CMR)'s India Mobile Handset Market Review Report for Q1 2023 released on May,
2023, the 5G smartphone shipment share in India increased to 41%, with 5G smartphone shipments growing 14% YoY.
India's 5G smartphone momentum continued through Q1 2023 with 34 new 5G launches. Samsung led the 5G smartphone
market in India with a 23% market share, followed by Apple with a 17% market share. During Q1 2023, India's smartphone
market shipments declined 21% YoY, while the overall mobile market in India declined 20% YoY

The decline in smartphone shipments during Q1 2023 marks the first ever Q1 decline since 2019 and is attributed to
extended inventory, weakened demand, and inflation. The overall feature phone segment declined by 19% YoY, driven by
muted demand and an increase in feature phone to smartphone upgrades. 5G smartphone shipments are all set to surpass
the cumulative 4G smartphone shipments done in CY2022.

Smartphone Segment

India's smartphone shipments declined 9% YoY to reach over 152 million units in 2022, according to the latest research
from Counterpoint's Market Monitor service. The YoY decline, which is the second ever in India's smartphone market, can
be attributed to the decline in entry-level and budget segments which faced supply constraints at the beginning of the year
and then witnessed lower demand throughout the year. However, the premium segment continued to rise and captured a
double-digit share for the first time, leading to growth in retail ASP. Counterpoint said, we believe that the inventory and
demand situation will continue to affect the market in the first half of 2023 before improving in the latter half driven by the
festive season and upgrades to 5G devices.”

In spite of the overall decline in the smartphone market in the calender year 2022, nexG Devices with its robust distribution
and logistics network had achieved growth of 59% in its turnover in the year 2022 as compared to year 2021.

Feature Phone Segment

The overall feature phone segment declined by 34% YoY, driven by the weak consumer sentiment, owing to high device
prices. Both 2G and 4G feature phone segment declined by 30% and 57% YoY respectively.

Q1 2022: Key Smartphone Market Highlights

Samsung held the top spot in the smartphone market with a 20% market share. The company was also the leader in the
5G smartphone segment with a 23% share, and its 5G shipments increased by 16% YoY. Furthermore, Samsung led the
Premium smartphone segment (INR 25,000-INR 50,000) with a 24% share.

Vivo secured the second spot with a 17% market share thanks to its robust channel marketing. Its 5G smartphone shipments
were largely driven by the vivo Y75 5G, vivo T1 and vivo V23E models, accounting for 42% of its total 5G shipments.

Xiaomi slipped to the third position in the smartphone leaderboard with a 16% share, mainly due to the stock build-up and
muted demand. Redmi A1, Redmi 10A and Redmi 10 (2022) were the top three models. Xiaomi's sub-brand, Poco saw
a 4% YoY decline in its shipments.

OPPO secured the fourth position with a market share of 10%. Its top three shipped models were the OPPO A16k, OPPO
A16e, and OPPO A76.

Realme held the fifth position with a market share of 9%, and its shipments saw a YoY decline of 55%. The top three
models shipped by Realme were Realme C33, Realme 10 Pro, and Realme C55.

OnePlus recorded a 39% YoY growth in smartphone shipments, with the OnePlus Nord CE 2 Lite and Nord CE 2

models accounted for 69% of its 5G smartphone shipments.

Apple maintained its steady growth with a 7% market share in the smartphone market in Q1 2023, recording a significant
YoY increase of 67% in its shipments.

Transsion Group brands (Itel, Infinix and Tecno) overall (Smartphone Feature Phone) shipments increased by 9% YoY.
Future Market Outlook

According to CMR's estimates, market conditions are expected to remain moderate with muted growth in Q2 2023.
Smartphone shipments for the entire year are projected to grow in single digits YoY.

According to CyberMedia Research (CMR), “The smartphone market is expected to bounce back in H2 2023, especially
in the run-up to the festive season. All said the smartphone market is going to post muted growth. The overall foldable
smartphone shipments grew 125% YoY in Q1 2023. This growth in the foldable smartphone market will bolster the overall
smartphone market in CY2023 and beyond.”

OPPORTUNITIES AND OUTLOOK

The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies
related to Mobile on account of rising demand for data services/solution in 4G era and now future technologies of 5G, and
making investments in next generation businesses including Contents, Telecom and Media businesses which are expected
to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses.
The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve
the above.

THREAT, RISKS & CONCERN

The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the
international as well as domestic players and within domestic industry from both the organized and unorganized players.
However, no player in the industry is an integrated player.

OUR SUBSIDIARIESNEXG DEVICES PRIVATE LIMITED (NDPL)

Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL
has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL
has marketing offices and warehouses located at various cities in India and over a period of time it has established a
nationwide network to handle the distribution business all over India.

With the launch of 4G services, mainly by Reliance Jio, this market has expanded very fast and is going to expand manifold
in future as well and will have more opportunities for NDPL, having a strong presence with warehouses across the country.

NDPL is currently doing business with VIVO, Xiaomi, TECNO and ITEL mobile brands to distribute mobile handsets to
LFRs (Large Format Retail outlets) across the Country. NDPL has also entered in Audio segment and is doing business
with HARMAN for distribution of their brand “Infinity” in general trade and it brand JBL in modern trade. NDPL has also
ventured into the segment of consumer electronics market through brand AKAI and AIWA.

NDPL is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution
expertise across the country

MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)

Media Matrix Enterprises Private Limited is engaged in business of making investments in existing/new projects to be
undertaken by us jointly or severally.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board
constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The
Company has put in place an effective corporate governance system which ensures that the provisions of The Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) regulation, 2015 (Hereinafter referred to as
Listing Regulations) are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the SEBI Listing Regulations forms part of
this Annual Report.

A Certificate from the Secretarial Auditor of the Company, confirming compliance of conditions of corporate governance
as stipulated in SEBI Listing Regulations, is provided in the Report on Corporate Governance which forms part of the
Corporate Governance Report.

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your
Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability
Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part
of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2022-23 are prepared in accordance
with the provision of the Companies Act, 2013 read with the rules issued thereunder, Accounting Standard AS -21 on
Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, AS -27 on Financial
Reporting of Interests in Joint Ventures and the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The
Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your
Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013.

The financial statements of the subsidiary companies and related information are available for inspection by the members
at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013.
Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies
may write to the Company Secretary at Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32, Institutional Area,
Gurugram-122001, Haryana and the same shall be sent by post. The financial statements including the consolidated
financial statements and all other documents required to be attached to this report have been uploaded on the website of
the Company i.e. www.mmwlindia.com.

MATERIAL SUBSIDIARIES

The Company has adopted a 'Policy for determining Material Subsidiaries' as per requirements stipulated in Explanation
to Regulation 16(1)(c) of the SEBI Listing Regulations.

During the year under review, there was no change in the Policy for Determining Material Subsidiaries.

The said policy may be accessed on the website of the Company at

https://mmwlindia.com/PDF/PDF 17-Mar-22/Policv%20for%20determining%20material%20subsidiaries.pdf
The Company has one material subsidiary company viz. nexG Devices Private Limited as on 31st March, 2023.

FIXED DEPOSITS

During the financial year 2022-23, your Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules,
2014. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of
Deposits which are not in compliance with the Chapter V of the Act is not applicable.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF employees

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with
Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in
force) and Regulation 19 of the Listing Regulations. The salient aspects covered in the Remuneration Policy have been
outlined in the Corporate Governance Report which forms part of this report.

The Whole-time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company and
a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of
the employees drawing remuneration in excess of the limits set out in said rules are given in “Annexure - A” to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re¬
enactments) thereof for the time being in force).

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013

The whole-time Director cum Chief Financial Officer of the Company does not receive remuneration or commission from
any of the subsidiaries of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination and Remuneration
Committee of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration

of the Directors including criteria for determining qualifications, positive attributes, and independence of a Director, Key
Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC Committee has also developed the criteria for determining the qualifications, positive attributes and independence
of Directors and for making payments to Executive and Non-Executive Directors and Senior Management Personnel of
the Company.

The detailed Policy is available on the Company's website at https://mmwlindia.com/PDF/CorporateGovernance/Remuneration%20Policv.pdf
and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report,
which forms part of this Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS

Shri Chhattar Kumar Goushal and Shri Suresh Bohra was appointed as Independent Directors of the Company at the
32nd Annual General Meeting (AGM) held on 29th September, 2017 to hold office for 5 (five) consecutive years upto
the conclusion of 37th AGM of the Company. The term of both of them has come to end on 37^th Annual General Meeting
(AGM). Shri Suresh Bohra ceased to be director from the conclusion of 37^th AGM. Shri Chhattar Kumar Goushal was
appointed as a Non-Executive Director of the Company, liable to retire by rotation w.e.f. the conclusion of Annual General
Meeting held on 29th September, 2022.

Smt. Mansi Gupta was appointed as an Independent Director through postal ballot dated 26^th April, 2023 to hold office for
5 (five) consecutive years for a term commencing w.e.f. 27th March, 2023 to 26th March, 2028 pursuant to Section 149,
152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force).

The Nomination and Remuneration Committee and the Board of Directors at its respective meeting held on 8th August,
2023 has approved reappointment of Mr. Aasheesh Verma (DIN: 08199653) as an Independent Director on the Board of
the Company, not liable to retire by rotation for the second term, for a period of 5 (five) consecutive years w.e.f. 13th August,
2023 to 12th August, 2028, subject to the approval of shareholders of the Company by way of a Special Resolution in the
ensuing Annual General Meeting.

Shri Sarvdeep Garg was appointed as an Independent Director through Postal Ballot dated 26th April, 2023 to hold office
for first term of 5 (five) consecutive years for a term commencing w.e.f. 26th April, 2023 to 25th April, 2028 pursuant to
Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and
the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re¬
enactment thereof for the time being in force).

Shri Sunil Batra, Director is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the
Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of
Association of your Company and being eligible offers herself for re-appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. A brief resume of him
and other related information has been detailed in the Notice convening the 38th AGM of your Company.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March, 2023, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer
and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the
provisions of Section 203 of the Companies Act, 2013 and Rules made thereunder.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of
the Act, as on March 31, 2023.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights,
responsibilities in the Company and related matters are put up on the website of the Company at the link:
https://mmwlindia.com/PDF/mmwl pdf/MMWL Familiarisation Prog.ID.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f ) of the SEBI Listing Regulations, the Business Responsibility and Sustainability
Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part
of this Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013, read with the rules issued thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and Listing Regulations, the Nomination and
Remuneration Committee/Committee of Independent Directors have evaluated the effectiveness of the Board/Committee/
Directors for the financial year 2022-23.

Further, the Board of Directors have also evaluated the performance of Independent Directors as required under Regulation
17 of the Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance
Report which forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

Six meetings of the Board of Directors were held during the financial year 2022-23.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed
under the Act and the SEBI Listing Regulations.

Details of meetings held and attendance of directors are mentioned in Corporate Governance Report, which forms part of
this Report.

COMMITTEE

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures
Requirements), Regulation, 2015 have prescribed and mandated forming of Committees of the Board for efficient working
and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees
formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which have
been disclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all the recommendations of the Committee.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration
Committee. The details are disclosed in the Corporate Governance Report.

C. Stakeholders' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder
Relationship Committee. The details of which have been disclosed in detail in the Corporate Governance report.

D. Risk Management Committee:

Pursuant to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has
framed a Risk Management Committee. The details of which have been disclosed in the Corporate Governance
Report.

The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the Committees
held during the financial year 2022-23 and attendance of the Members at each Committee Meeting, are provided in the
Corporate Governance Report which forms part of this Report.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of
the Act as on 31st March, 2023.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties.

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

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and the
SEBI Listing Regulations and are independent of the management.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at 31st March, 2023 and of the profit of the Company for the financial year ended 31st March, 2023;

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

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

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

AUDITORS AND AUDITORS' REPORT

SGN & CO, Chartered Accountants (Firm registration number 134565W) (“SGN”) were appointed as statutory auditor of
the Company for a term of five consecutive years at the 36th Annual General Meeting of the Company for auditing accounts
of the Company from the financial year 2020-2021 to 2024-2025.

The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been
done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of the same has
been included in the Notice convening ensuing AGM.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company
The Auditors' Report does not contain any qualification, reservation or adverse remark.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12)
of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company
Secretaries to conduct the Secretarial Audit of your Company.

The Secretarial Audit Report is annexed herewith as “Annexure - B” to this Report. The Secretarial Auditor has issued
its Report with following qualification

“During the year under review, BSE Limited has imposed a fine of Rs. 5,42,800/-for non-compliance of Regulation 17(1)
of SEBI (LODR) Regulations, 2015 with respect to the composition of the Board. The Company has fallen short of one
Independent Director in its composition of Board of Directors during the period beginning from 30^th September, 2022 to
9^th February, 2023. Subsequently, the Company at its meeting held on 10^th February, 2023, has designated Mr. Chhattar
Kumar Goushal, non-Executive Director as the Chairman of the Board of Directors of the Company w.e.f 10^th February,
2023 and has also appointed Mr. Sarvdeep Garg as an Independent director w. e.f 26^th April, 2023 and thereby making the
Compliance good on that date.”

Management reply on qualification by statutory auditor.

The Company at its meeting held on 10th February,2023, on the recommendation of Nomination and Remuneration
Committee, has designated Mr. Chhattar Kumar Goushal, non-Executive Director as the Chairman of the Board of Directors
of the Company w.e.f 10th February, 2023. Subsequently the Company has also appointed Mr. Sarvdeep Garg as an
independent director on its Board effective from 26th April, 2023 and hence complying with the requirement of regulations
17(1) of SEBI (LODR) Regulations, 2015

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2022, in prescribed e-form MGT-7 in accordance with Section 92(3)
of the Act, read with Section 134(3)(a) of the Act, is available on the Company's website at https://mmwlindia.com/PDF/
Annual%20Return%2022-2023.pdf

Further, the Annual Return (i.e. e-form MGT-7) for the FY23 shall be filed by the Company with the Registrar of Companies,
Mumbai Maharashtra, within the stipulated period and the same can also be accessed thereafter on the Company's
website at http://www.mmwlindia.com.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company
has formulated a revised 'Policy on Related Party Transactions', which is also available on the Company's website at
https://mmwlindia.com/PDF/MMWL-Related-partv-transactions-policv.pdf. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions
which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm's Length. All Related
Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the
requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis.
No Material Related Party Transactions, as per the materiality threshold adopted by the Board of Directors, were entered
during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) - 24 are set out in Note
- 32 to the standalone financial statements forming part of this Annual Report.

There are no transactions with the person(s) or entities forming part of the Promoter(s) / Promoter(s) Group, which
individually hold 10% or more shareholding in the Company.

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are as follows:

Amounts outstanding as at 31st March, 2023

Loans, Guarantees and Investments made during the financial year 2022-23:

VIGIL MECHANISM

The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle Blower Policy which is in compliance
with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.
The Company through this Policy envisages to encourage the Directors and Employees of the Company to report to the
appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds
or violation of the Company's Code of Conduct for Directors and Senior Management Personnel.

During the financial year 2022-23, no complaint was received and no individual was denied access to the Audit Committee
for reporting concerns, if any.

The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company's website at the link:
https://mmwlindia.com/PDF/investors/Whisle-Blower-Policv.pdf

Brief details of establishment of Vigil Mechanism in the Company, is also provided in the Corporate Governance Report
which forms part of this Report.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and
Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well
as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2023, 99.99% of the
Company's Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Company's shares are frequently traded on
BSE Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated
under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your
Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of financial year and date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.

insolvency AND bankruptcy CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the Financial Year 2023.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

d) During the year, your Company was not required to maintained cost records as prescribed under Section 148(1) of
the Companies Act, 2013.

e) The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India
on Meetings of the Board of Directors and General Meetings.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company's projections, estimates, expectations
or predictions may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that would make a difference to the
Company's operations include demand supply conditions, changes in government regulations, tax regimes and economic
developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and
employees of the Company for their co-operation and assistance.

For and on behalf of the Board

Place : Gurugram (Sandeep Jairath) C.K. Goushal

Date : 4th September, 2023 Whole-time Director (Director)

Cum Chief Financial Officer (DIN : 01187644)

(DIN : 05300460)