Micropro Software Solutions Ltd

Dear Members,

The Directors are pleased to present their 28^th Annual Report on the affairs of the of Micropro Software Solutions Limited (‘Micropro' or ‘Company') together with the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company is as under:

(Rs. in lakhs)

2. TRANSFER TO RESERVES:

Your Company proposes to transfer an amount of Rs. 310.87 Lakhs to General Reserves.

3. DIVIDEND:

The Directors have not recommended any dividend for the financial year ended 31st March 2024.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

5. STATE OF COMPANY'S AFFAIRS :

During the year under review the Company has earned total revenue (including other income) of Rs. 2228.31 lakhs for the year 2024 as compared to Rs. 2,217.21 lakhs for the financial year 2023. Profit after Tax at Rs. 310.87 lakhs in the financial year 2024 as compared to 573.16 lakhs for the financial year 2023.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the business activity of the Company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and up to the date of this report. The Company will continue to closely monitor any material changes to future economic conditions.

Following structural changes have occurred during the year under review:

? Change of status of the Company upon conversion from Private Limited Company to Public Limited Company:

The Board of Directors in its meeting held on 04^th May, 2023, had approved the conversion of the Company from a Private Limited Company to a Public Limited Company for the purpose of expanding the business of the company . Accordingly, the members of the Company in the Extra- ordinary General Meeting held on 29^th May 2023 approved the aforesaid conversion of the Company from a Private Limited Company to a Public Limited Company. Subsequently, the Ministry of Corporate Affairs vide its Certificate dated 16^th June 2023 changed the status of the Company from ‘Micropro Software Solutions Private Limited' to ‘Micropro Software Solutions Limited'.

? Alteration of Memorandum of Association of the Company & Articles of Association:

? The Board of Directors in its meeting held on 07th April, 2023, had approved increase in Authorised Share Capital of the Company from Rs. 25,00,000 (Rupees Twenty Five lakh) to Rs. 15,00,00,000 (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs.10/- each. Consequent to this, amendment of Clause V of the Memorandum of Association and relevant clauses of Articles of Association of the Company was required. Accordingly, the members of the Company in the Extra-ordinary General Meeting held on 02th May 2023 approved the aforesaid alteration.

? The Board of Directors in its meeting held on 07th April, 2023, had approved restructuring of the Share Capital of the Company by sub-dividing the existing equity shares into face value of Rs. 10/- per share in place of Rs. 100/- per share. Consequent to subdivision, amendment of Clause V of the Memorandum of Association and relevant clauses of Articles of Association of the Company was required. Accordingly, the members of the Company in the Extra-ordinary General Meeting held on 02th May 2023 approved the aforesaid alteration.

? The Board of Directors in its meeting held on 04th May, 2023, had approved the conversion of the Company from a Private Limited Company to a Public Limited Company for the purpose of expanding the business of the company. Consequent to this, amendment of Clause I of the Memorandum of Association and relevant clauses of Articles of Association of the Company was required. Accordingly, the members of the Company in the Extra- ordinary General Meeting held on 29th May 2023 approved the aforesaid alteration.

? The Board of Directors in its meeting held on 04th May, 2023, had approved the alteration in main Object of the Company. Consequent to this, amendment of Clause III of the Memorandum of Association of the Company was required. Accordingly, the members of the Company in the Extra-ordinary General Meeting held on 29th May 2023 approved the aforesaid alteration.

8. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

A. SUB-DIVISION OF EQUITY SHARES FROM FACE VALUE OF RS. 100/- PER SHARE TO FACE VALUE OF RS. 10/- PER SHARE:

During the year under review, the nominal value of equity shares of the Company was Sub-divided from face value of Rs. 100/- per share to face value of Rs. 10/- per share. Therefore 25,000 equity shares of the company of face value Rs. 100/- each were Sub-divided into 2,50,000 equity shares of face value of Rs. 10/- each.

B. INCREASE IN AUTHORISED SHARE CAPITAL:

Further, during the year under review, your Company had increased its authorized share capital from 25,00,000 (Rupees Twenty Five lakh) divided into 2,50,000 equity shares of Rs. 10/- each to Rs. 15,00,00,000 (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs.10/- each.

? BONUS ISSUE:

During the year under review, your Company has allotted 1,00,00,000 fully-paid-up equity Shares of Rs. 10/- each by way of bonus issue to the existing equity shares holders of the Company, in the proportion of 40 (Forty) equity shares for every 1 (one) equity share held by each shareholder. Subsequent to the aforesaid bonus issue the paid up equity share capital of the Company increased from Rs. 25,00,000/- divided into 2,50,000 equity shares of face value of Rs. 10/- each to Rs. 10,25,00,000 /- divided into 1,02,50,000 equity shares of face value of Rs. 10/- each.

? PREFERENTIAL ISSUE:

During the year under review, your Company has allotted 2,59,000 (Two Lakh Fifty Nine Thousand) Equity Shares of Rs. 10/- each on preferential basis under private placement, at a price of INR 70/- (Rupees Seventy only) per Equity Share, with face value of INR 10 (Rupee Ten Only) each and INR 60/- (Rupees Sixty only) towards securities premium. Subsequent to the aforesaid preferential issue the paid up equity share capital of the Company increased from Rs. 10,25,00,000/- divided into 1,02,50,000 equity shares of face value of Rs. 10/- each to Rs. 10,50,90,000 /- divided into 1,05,09,000 equity shares of face value of Rs. 10/- each.

? INITIAL PUBLIC OFFER:

During the year under review your Company also made an Initial Public Offer of 37,90,400/- equity shares of Rs. 10/- each at an issue price of Rs. 81/- each (including the share premium of Rs. 71/- per Equity Share) vide prospectus dated 30^th October, 2023. Subsequent to the aforesaid Initial Public Offer the equity share capital of the Company increased from Rs. 10,50,90,000 /- divided into 1,05,09,000 equity shares of face value of Rs. 10/- each. to Rs. 14,29,94,000/ divided into 1,42,99,400 equity shares of Rs. 10/- each.

As on 3lst March 2024, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each, and the Issued, Subscribed, and Paid-up Equity Share Capital of the Company is Rs. 14,29,94,000/ divided into 1,42,99,400 equity shares of Rs. 10/- each.

D. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

During the year under review your Company has not issued any equity shares with differential rights as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

E. ISSUE OF SWEAT EQUITY SHARES:

During the year under review your Company has not issued any sweat equity share as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

F. DETAILS OF EMPLOYEE STOCK OPTIONS:

During the year under review your Company has not issued any Employees Stock Option Scheme (ESOS) shares as per provisions of Rule 12(1) of Companies (Share Capital and Debentures) Rules, 2014.

G. SHARES HELD IN TRUST FOR THE BENEFIT OF EMPLOYEES WHERE THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES:

During the year under review your Company has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

H. ISSUE OF DEBENTURES, BONDS , WARRANTS OR ANY NON-CONVERTIBLE SECURITIES:

During the year under review your Company has not issued any Debentures, Bonds, warrants or any Non-Convertible Securities.

10. INITIAL PUBLIC OFFER & LISTING:

We are pleased to inform you that, during the year under review the Company made an Initial Public Offer of 37,90,400/- equity shares of Rs. 10/- each at an issue price of Rs. 81/- each (including the share premium of Rs. 71/- per Equity Share) vide prospectus dated 30^th October, 2023 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The IPO had received an exceptional response from the public. The issue was oversubscribed on an overall basis. The Initial Public Offer was subscribed 36.88 times. The public issue subscribed

22.60 times in the Non Retail category, 49.08 times in the retail category. The Equity Shares of the Company got listed on the NSE Emerge with effect from 10^th November, 2023.

*Utilization till March 31, 2024. Balance unutilized funds parked in fixed deposit and current account.

12. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Board of Directors comprised of 6 (Six) Directors which includes Three

(3) Executive Director, and Three (3) Non - Executive Independent Directors. The overall composition of Board of Directors included one women Director.

Further the changes amongst the Board of Director/s including the Executive Director/s and Key Managerial Personnel during the period under review are as follows:-

? During the year under review, Mr. Hitesh Dhirajlal Parikh, Mr. Prashant Renukadas Rajurkar and Mr. Srinivas Chinnaya Sabbineni resigned from the post of Whole Time Director w.e.f. 3rd April, 2023.

? The Board of Directors of the Company in its Meeting held on 26th June, 2023 has appointed Mr. Sanjay Mokashi (DIN: 01568141) as Managing Director of the Company and Mr. Meher Pophali (DIN: 01568099) and Mr. Manish Peshkar (DIN: 01568162) as Whole Time Director of the Company for a term of 5 years. Subsequently, the members of the Company by resolution passed at the Extraordinary General Meeting held on 3rd July, 2023 have approved the above said appointments for a term of 5 years with effect from 3rd July, 2023 upto 2nd July, 2028.

? The Board of Directors of the Company in its Meeting held on 16th June, 2023 appointed Dr. Parag Sham Deshpande (DIN: 10195204), Mr. Sandeep Kunjbihari Agarwal (DIN: 10190189) and Ms. Anuja Subhash Bissa (DIN: 08284537) as Additional Director (Non-executive Independent Director) of the Company with effect from 16th June, 2023. Subsequently, the members of the Company by resolution passed at the Extraordinary General Meeting held on 3rd July, 2023 have appointed Dr. Parag Sham Deshpande (DIN: 10195204), Mr. Sandeep Kunjbihari Agarwal (DIN: 10190189) and Ms. Anuja Subhash Bissa (DIN: 08284537) as Independent Directors of the Company.

? The Board of Directors in its Meeting held on 08th July 2023 has appointed Mr. Sunil Nilkanth Chaudhari ( PAN: AAIPC2264Q) as the Chief Financial Officer of the Company.

? The Board of Directors in its Meeting held on 21st July 2023, has appointed Mr. Girish G Vyas as the Company Secretary and Compliance officer of the Company. He has resigned from the post of Company Secretary w.e.f. 31st January, 2023. Mr. Sulabh Singh Parihar was appointed as a Company Secretary of the Company w.e.f. 08 February,2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Sanjay Mokashi, Managing Director will retire by rotation at the ensuing 28^th Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing 28^th Annual General Meeting of the Company.

The brief resume and other information/details of Mr. Sanjay Mokashi seeking re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the ensuing 28^th Annual General Meeting, which forms part of the Annual Report.

As on 31st March, 2024, the Company had following Directors and the key managerial personnel:

13. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors of your Company have severally given a Declaration pursuant to Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and that they are registered in the data bank of Indian Institute of Corporate Affairs as per Section 150 of the Companies Act, 2013 and rules framed there under.

They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations, as amended.

14. DECLARATION REGARDING NON - APPLICABILITY OF THE DISQUALIFICATION:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)' are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

15. MEETINGS OF BOARD:

During the year ended on 3l^st March 2024 Sixteen (16) Board Meetings were held, the details of which are mentioned hereunder:

16. COMPOSITION OF BOARD COMMITTEES:

The Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholder Relationship Committee

? Corporate Social Responsibility Committee

AUDIT COMMITTEE:

The Audit Committee of the Board of Directors in compliance with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 is in place.

The Audit Committees comprised of following Members:

During the year ended 3lst March 2024, Seven (07) Audit Committee meetings were held, the details of which are mentioned hereunder:

All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee. There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the Audit committee of the Company during the financial year 2023-24. As such, no specific details are required to be given or provided.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board of Directors in compliance with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 is in place.

The Nomination and Remuneration Committee comprised of following Members:

During the year ended 3lst March 2024, Four (04) Nomination and Remuneration Committee meetings were held, the details of which are mentioned hereunder:

All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee. There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the committee of the Company during the financial year 2023-24. As such, no specific details are required to be given or provided.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of the Board of Directors in compliance with Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 is in place.

The Stakeholder Relationship Committee comprised of following Members:

During the year ended 3lst March 2024, meetings of Stakeholder Relationship Committee was held on 31^st January, 2024. All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee. There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the committee of the Company during the financial year 2023-24. As such, no specific details are required to be given or provided.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Board of Directors in compliance with Section 135 of the Companies Act, 2013 is in place.

The Corporate Social Responsibility Committee comprised of following Members:

During the year ended 3lst March 2024, meetings of Corporate Social Responsibility Committee were held on 26^th June, 2023 and 31^st January, 2024. All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee.

17. SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION:

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted Nomination & Remuneration Policy which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/ appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director(s)/appointment or re-appointment of Managing Director based on their qualifications, expertise, positive attributes and independence/professional expertise in accordance with prescribed provisions of the Companies Act, 2013, governing rules framed thereunder and the Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on the Board's balance of professional experience, background, viewpoints, skills and areas of expertise. The Nomination & Remuneration Policy is uploaded on the website of the Company and the weblink of the same is https://www.microproindia.com/investors/policies/Policy%20for%20Nomination%20and%20Re mmuneration.pdf.

18. DISCLOSURE OF THE RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC:

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure- A, which is annexed hereto and forms part of the Board's Report.

19. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

In pursuant to the provisions of Section 134(3) (p) of the Act, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning.

In terms of the framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board of Directors have carried out an annual performance evaluation of the performance of its own performance, Committee and Individual Directors.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and Structure, effectiveness of the Board, participation at meetings, awareness, observance of governance, and quality of contribution, etc.

20. REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

Since the Company does not have any Holding Company or Subsidiary Company, the provisions of Section 197(14) of Companies Act, 2013 read with Rules made thereunder, towards payment of any commission or remuneration from Holding or Subsidiary Company are not applicable.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirms the following:

(a) In the preparation of the annual financial statements for the year ended 3lst March, 2024, the applicable accounting standards read with requirements set out under Schedule Ill to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgment 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 2024 and the profit of the Company for the 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going-concern basis;

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

(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.

22. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with the size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies.

The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention, and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner. The Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded, and reported.

23. SUBSIDIARY, ASSOCIATE, AND JOINT VENTURE:

During the period under review, the Company does not have any Holding, Subsidiary, Joint Venture or Associate Company. Hence, additional disclosures are not applicable.

24. CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any Subsidiary, Associate Company or Joint Venture Company. Hence, clause 129(3) for consolidated financial statements is not applicable to Company.

25. DEPOSITS:

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

26. LOANS, GUARANTEES, AND INVESTMENTS:

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report. Further, your Company has not extended a corporate guarantee on behalf of any other Company, during the year under review.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, all related party transactions that were entered were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity.

The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link https://www.microproindia.com/investors/policies/Policy.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013, the details of which have been stated aforesaid in this Board Report. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure- B which is annexed hereto and forms part of the Board's Report. The Company has adopted its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded and available on the website of the Company and the web link of the same is https://www.microproindia.com/investor-relations .

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN 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 information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure- C, which is annexed hereto and forms part of the Board's Report.

30. RISK MANAGEMENT:

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various management systems, structures of organization, standards, and codes of conduct which are all put together to help manage the risks associated with the Company.

In order to ensure the internal control systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes the formulation of the Whistle Blower Policy to bring to the Company' s attention, instances of unethical behavior, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and/or reputation.

No employee is denied access to the Vigilance Officer as well as the Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is https://www.microproindia.com/investors/policies/Policy%20for%20Vigil%20Mechanism.pdf

32. 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:

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

33. STATUTORY AUDITOR:

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 30th September, 2019 appointed M/s. Banthia Damani & Associates, Chartered Accountants (Firm Registration No. 0126132W) as statutory auditors of the Company for a period of 5 (five) years till the conclusion of the Annual General Meeting of the Company to be held in calendar year 2024. The term of appointment of the statutory auditors expires at the conclusion of ensuing annual general meeting.

The Board of Directors, based on the recommendation of the audit committee, has proposed the re-appointment of M/s. Banthia Damani & Associates, Chartered Accountants (Firm Registration No. 0126132W) as statutory auditors of the Company for a further term of five years to hold office from the conclusion of 28^th annual general meeting till the conclusion of 33th annual general meeting, subject to approval of the members and to fix their remuneration.

Further, the statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The Board recommends to seek approval of the members of the Company for the re appointment of M/s. Banthia Damani & Associates, Chartered Accountants (Firm Registration No. 0126132W) as Statutory Auditor of the Company.

34. STATUTORY AUDITOR'S REPORT:

The Auditor's Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, or adverse remark in the Auditor's Report, which calls for any comment or explanation.

Further, during the year under review, the Auditor has not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3) (ca) of the Companies Act, 2013.

35. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its Meeting held on 23^rd February, 2023 has appointed CS Namita Buche, Practicing Company Secretary, Nagpur as Secretarial Auditor of the Company to undertake secretarial audit of the Company for the financial year 2023-24.

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2023-24 is set out in the Annexure- D to this report and forms part of the Board's Report. There are no qualification, observation or adverse remarks made by the Secretarial Auditor in the Secretarial Audit Report, which calls for any comment or explanation.

36. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and on recommendation of Audit Committee, M/s. Bhasin Datar Associates (Firm Registration No. 115725W), Chartered Accountants, Nagpur were appointed as the Internal Auditors of the Company to periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Company ensures reliability in conducting its business, precision and comprehensiveness in maintaining accounting records and anticipation and detection of frauds and errors. There were no adverse remarks or qualification on accounts of the Company marked by the Internal Auditors.

37. COST RECORD / AUDIT:

The Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records are not applicable to the Company.

38. PARTICULARS OF EMPLOYEES:

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure- Annexure-A, which is annexed hereto and forms part of the Board's Report.

? CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)' are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

? FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2022-23 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

? PAYMENT OF LISTING AND DEPOSITORIES FEES:

The listing fees payable to the National Stock Exchange of India Limited within the due date.

The Company, has also duly paid the requisite custodian and other fees to the National Securities Depository Limited (NSDL) and Central Depository Service India) Limited (CDSL).

? MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis Report is set out in Annexure- E to this Report.

? STATEMENT OF DEVIATIONS AND VARIATIONS:

In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has been no Deviation(s) and / or Variation(s) in the utilization of the fund raised from the Initial Public Offer (IPO) as disclosed in the Company's Prospectus dated 30^th October, 2023 for the period ended March 31, 2024, as it has been utilized fully for the purpose for which funds was raised.

? LINK OF DIVIDEND DISTRIBUTION POLICY:

The Company is not amongst the top 1000 listed entities based on market capitalization, hence the provisions are not applicable to the Company.

? DEMATERIALISATION OF SHARES:

As on 31st March 2024, the entire 100% issued, subscribed and paid-up share capital i. e. equity shares of the Company were held in dematerialized form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

40. ANNUAL RETURN:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 3lst March 2024 has been uploaded on the website of the Company at https://www.microproindia.com/investor-relations.

41. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PER PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee(s) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure and can register their complaints against sexual harassment. During the year under review, no case was filed or reported in pursuance to the provisions of the said Act.

42. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or events concerning the same during the year under review:

(a) Details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

(b) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(c) The Company has neither filed any application nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. The Company has not availed one time settlement with respect to any loans from banks or financial institutions.

(d) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013 as issued by the Institute of Company Secretaries of India (ICSI).

The Board desires to place on record its grateful appreciations for the excellent assistance and co-operation extended by Government Agencies, and continued support extended to the Company by the bankers, investors, vendors, esteemed customers, professionals/consultants and other business associates/institutions. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their unstinted commitment and valuable contribution for sustainable growth of the Company.