Your Directors are pleased to present the 13^th Annual Report along with the Audited Accounts for the Financial Year
ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)

2. STATE OF COMPANY'S AFFAIRS

The operating environment this year continued to remain volatile and challenging. Your Directors regret to report
that the company has continued to incur losses amounting to Rs. 14,897,940/- after tax in the financial year under
review as compared to loss amounting to Rs. 34,336,086/- incurred during the previous financial year. The Board is
striving to recover the losses and has been exploring the other prospective growth avenues to restore the
Company's financial position.

3. DIVIDEND & RESERVES

In view of the losses incurred during the year and considering the Company's ongoing financial performance, the
Board of Directors do not recommend to distribute any dividend for the Year under review and therefore there is no
amount proposed to be transferred to the General Reserves.

4. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unclaimed or unpaid dividend during the previous years and hence no funds or shares were required
to be transferred to the Investor Education and Protection Fund during the year under review.

5. SHARE CAPITAL

There is no change in the authorised, issued, subscribed and paid-up share capital during the financial year under
review.

The Authorised Share Capital of the Company as on 31^st March, 2024 stood at Rs. 21,00,00,000 (Rupees Twenty One
Crore) divided into 2,10,00,000 equity shares of the face value of Rs. 10/- each.

The paid up Equity Share Capital as on 31^st March, 2024 is Rs. 19,76,62,480/- (Rupees Nineteen Crores Seventy-Six
Lakhs Sixty-Two Thousand Four Hundred and Eighty Only) divided into 1,97,66,248 (One Crore Ninety-Seven Lakh
Sixty-Six Thousand Two Hundred and Forty-Eight) Equity Shares of the face value of Rs. 10/- each.

Further, the Company has not issued any shares with or without differential voting rights. It has neither issued
employee stock options nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase
the shares of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association
of the Company, Mr. Krishan Khadaria, Director of the Company, retires by rotation, at the forthcoming Annual
General Meeting (AGM) and, being eligible, he offers himself for re-appointment. Your Directors recommend his re¬
appointment as Director of the Company. The brief resume of Mr. Krishan Khadaria, nature of expertise, disclosure
of relationship between directors inter-se, details of directorships and committee membership held in other
companies of the Directors proposed to be re-appointed, along with his shareholding in the Company, as stipulated
under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice
of the ensuing AGM.

Appointment and cessation of Directors during the year:

During the year under review, there were following changes in the composition of Board of Directors of the
Company.

^Cessation of Mr. Narendra Gupta (DIN: 00418421) from the position of Independent Director of the Company
w.e.f 18^th May, 2023.

>Regularisation of Mr. Manaklal Agrawal (DIN: 10214780) as an Independent Director of the Company at the 12^th
Annual General Meeting held on 29^th September, 2023.

> Re-appointment of Ms. Niraali Thingalaya (DIN: 08125213) as an Independent Director for second term of five
consecutive years w.e.f. 29th September, 2023.

^Cessation of Mrs. Asha Khadaria (DIN: 00219112) from the position of Non-executive Non-Independent Director
of the Company w.e.f 27^th November, 2023.

^Cessation of Mr. Manoj Bhatia (DIN: 01953191) from the position of Independent Director of the Company w.e.f
30^th March, 2024.

Declaration by Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations
including amendments thereof, the Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made
thereunder and Listing Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director's Database maintained by the Indian Institute of
Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and
hold high standards of integrity required to discharge their duties with an objective independent judgment and
without any external influence. List of key skills, expertise and core competencies of the Board, including the
Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

Appointment and Cessation of Key Managerial Personnel (KMP) during the year:

During the year under review, Ms. Disha Bhatia (Membership No. A32812), ceased to be a Key Managerial
Personnel (Company Secretary) upon her resignation on 31^st July, 2023.

Ms. Sakshi Dubey (Membership No. A72324) was appointed as Company Secretary and Compliance Officer and was
designated as a Key Managerial Personnel with effect from 28^th September, 2023.

Pursuant to Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company as on 31^st March, 2024
are:

• Mr. Mohit Khadaria, Managing Director

• Mr. Nitin Pawaskar, Chief Financial Officer

• Ms. Sakshi Dubey, Company Secretary & Compliance Officer

Information regarding the directors seeking appointment/ re-appointment:

• Appointment of Mr. Himanshu Agarwal (DIN: 09569882), as an Additional Non-executive director in the
Independent category with effect from 2^nd September, 2024 for the period of 5 consecutive years, subject to
the approval of the members at ensuing 13^th AGM of the Company.

The Board of Directors at their meeting held on 2^nd September, 2024 based on the recommendation of
Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Himanshu Agarwal
(DIN: 09569882) as an Additional director (in the capacity of an Independent Director) of the Company with effect
from 2^nd September, 2024 who has submitted a declaration that he meets the criteria of independence under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under
the provisions of the Act, the Rules made thereunder and the Listing Regulations, as an Independent Director of
the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing
from 2^nd September, 2024 to 1^st September, 2029 subject to the approval of the members in the ensuing 13^th
AGM of the Company to be held on 30^th September, 2024.

Pursuant to the provisions of Section 149 of the Act, the Independent Director has submitted declaration that he
meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations.

In view of the above, consent of the members for appointment of Mr. Himanshu as an Independent Director, was
sought by way of Special Resolution under the Item No. 3 of the resolution to be passed at the 13th AGM
scheduled to be held on 30^th September, 2024.

Familiarization Program:

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, at the time
of appointing an Independent Director, a formal letter of appointment is given to them, which, inter alia, explains
the roles, functions, duties, and responsibilities expected of them as a Director of the Company. The Director is also
thoroughly briefed on the compliances required under the Act, the SEBI Listing Regulations, and other statutes. The
Managing Director also have one to-one discussions with the newly appointed Director to familiarize them with the
Company's operations. As per regulation 46(2) of SEBI Listing Regulations, 2015, the terms and conditions of
appointment of independent directors and the details of familiarisation programme are available on the website of
the Company under the web link http://www.mystic-electronics.com/investors.html

7. COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and
ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Accounting
Standards have been followed and there is no material departure from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period;

c) they 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) they have prepared the annual accounts for the financial year ended 31^st March, 2024 on a going concern basis;

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

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

9. MEETINGS OF THE BOARD

During the year under review, 7(Seven) meetings of the Board of Directors were held. For details of the meetings of
the board, please refer to the Corporate Governance Report, which forms part of this report.

10. COMMITTEES OF THE BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and with a view to have more focused attention on business and for better governance and
accountability, the Board has the following mandatory committees:

a) Audit Committee;

b) Nomination & Remuneration Committee; and

c) Stakeholders Relationship Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held,
attendance at the meetings etc. of statutory committees are given in detail in the Corporate Governance Report,
which forms part of this Report.

11. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint ventures and associate company.

12. PARTICULARS OF EMPLOYEES

The information as per the provisions of Section 197(12) of the Companies Act read with Rule 5(2) and 5(3) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report
and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of
employees under Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement
may write to the Company Secretary at the Registered Office of the Company or on the email address of the
Company i.e. electronics.mystic@gmail.com.

The statement of Disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 (1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is mentioned below.

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The Ratio of the remuneration of each director to the median remuneration of the employees of the
company for the Financial Year 2023-24: Not applicable as your Company is not providing any remuneration
to the Directors of the Company.

2. Percentage increase in remuneration of each Director, CFO and Company Secretary:

During the year under review, no Sitting fees or remuneration was paid to the Directors & percentage increase
in the salary of CFO is 7.79%.

3. The percentage increase in the median remuneration of employees in the Financial Year 2023-24: During the
Year under review, the median remuneration is Rs. 396850 p.a. and the Percentage increase in Median
Remuneration of employee is 98.43%.

4. During the year, there were 4 employees on the roll of the Company during the year, however as on 31^st
March, the Company had 3 employees on the roll.

5. Average percentile increases already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:

Not applicable as the Company has not increased the salary of any of the employee other than key managerial
personnel during the last financial year. There are no other exceptional circumstances for increase in the
remuneration of key managerial personnel and increase in remuneration has been in accordance with the
Company's policies.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

13. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line
with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The
constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is not applicable on your Company and there was no complaint about sexual
harassment during the year under review.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit,
therefore the prescribed particulars with regards to compliance of rules relating to conservation of Energy and
Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the
Companies (Accounts) Rules, 2014 are not applicable on your Company.

15. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2023-24 are given in the Notes to
the financial statement.

17. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the period under review were placed before the Audit Committee
and the Board for their approval, and the same are disclosed in the financial statements of your Company. Further,
in terms of the provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 and regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all
contracts/ arrangements/transactions entered into by the Company with its related parties during the year under
review were in ordinary course of business of the Company, on an arm's length basis and in accordance with the
policy on related party transactions formulated by the Company and reviewed on a periodic basis.

In line with the requirements of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, your Company has in place a policy on related party transactions which is available on Company's website at
http://www.mvstic-electronics.com/pdfs/Policv%20on%20Related%20Partv%20Transaction.pdf the same was
amended by Board of Directors from time to time in order to comply with the various amendments in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 that took place during the financial year 2023-24.

18. STATUTORY AUDITORS & AUDITORS' REPORT

M/s. Sunil Vankawala & Associates, Chartered Accountants (Registration No. 110616W), were appointed as the
Statutory Auditors of the Company at the 9^th Annual General Meeting ("AGM"), for a term of five consecutive
years, till the conclusion of the 14^th AGM to be held in the year 2025.

In accordance with section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is
not required to be ratified at every AGM. Thus, M/s. Sunil Vankawala & Associates, Chartered Accountants will
continue to hold office till the conclusion of 14^th AGM.

The Auditor's Report on financial statements is a forming part of this Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year, the
Statutory & Internal Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013,
therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

19. SECRETARIAL AUDITORS & AUDITORS' REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations, the Board of Directors of
the Company had appointed M/s. Ritika Agarwal & Associates, Practicing Company Secretary as Secretarial
Auditors to undertake the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit
Report is annexed herewith as ANNEXURE II, which forms an integral part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section 134(3) (ca) of the Act.

During the period under review, following observations were made by the Secretarial Auditor:

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds to the
Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules
made thereunder.

21. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed report on Corporate Governance forms an integral part of this Annual
Report. A Certificate from the statutory auditors, M/s. Sunil Vankawala & Associates confirming compliance of the
conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is appended to the Corporate Governance Report as Annexure VII

A Certificate of the MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also
forming part of Corporate Governance Report as ANNEXURE IV.

22. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the draft Annual Return for the
financial year 2023-24 in prescribed form MGT-7 is placed on the website of the Company at the following link:
www.mystic-electronics.com/investors.html .

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out
subsequent to the adoption of the Directors' Report by the Shareholders at the 13^th Annual General Meeting.

23. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not
apply to the Company.

24. INTERNAL CONTROL SYSTEMS

The Company has adequate and robust Internal Control System, commensurate with the size, scale and complexity
of its operation. The Internal Control System is placed to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your
Company's Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, Management Discussion & Analysis Report with review of the operations, state of affairs,
performance and outlook of the Company for the reporting year forms part of this report and is marked as
Annexure 'I'.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism for directors and employees to
report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also
provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism
and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel
have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.

The said Whistle Blower Policy has been disseminated on the Company's website at www.mystic-electronics.com.

27. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation of the Board, the
Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors
and the Board as a whole was conducted based on the criteria and framework adopted by Nomination &
Remuneration Committee, details of which are provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance
evaluation of the Non-Independent Directors was carried out by the Independent Directors in their separate
meeting. The Board of Directors expressed their satisfaction with the evaluation process.

28. RISK MANAGEMENT

The Board of Directors of the Company has made a Risk Management Policy which requires them to aware the
shareholders of the Company regarding development and implementation of risk management plan for the
Company, including identification therein of elements of risks, if any, which in their opinion might threaten the
existence of the Company, the management plan to mitigate the same and ensuring its effectiveness. The Audit

Committee has additional oversight in the area of financial risks and controls. The details of the Policy have been
posted on the Company's website www.mystic-electronics.com.

29. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Board of Directors has in place a Policy which lays down a framework in relation to remuneration of Directors,
KMP and other employees of the Company.

The said Policy is available on the Company's website http://www.mystic-
electronics.com/pdfs/NominationRemunerationPolicy.pdf

30. MATERIAL CHANGES AND COMMITMENTS

There is no material change since the closure of the financial year 2023-2024 till the date of the report affecting the
financial position of the Company.

31. COST RECORDS AND COST AUDIT

The requirement of maintaining cost records as specified under provisions of section 148(1) of the Act is not
applicable to the Company for the period under review.

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

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

During the year, there are no such instances and no settlements have been done with banks or financial institutions.

34. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and the SEBI Listing Regulations, your Company additionally discloses
that, during the year under review:

> there was no change in the nature of business of your Company. ;

> it has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI
Listing Regulations;

> it did not engage in commodity hedging activities;

> there was no application made before National Company Law Tribunal for initiation of insolvency proceeding
against the Company nor any proceeding were pending under the insolvency and bankruptcy code, 2016 (31
of 2016).

> there were no foreign exchange earnings or out flow.

35. GREEN INITIATIVES

The Company supports and pursues the ''Green Initiative'' of the Ministry of Corporate Affairs, Government of India.
Members are requested to support green initiative by registering their e-mail id (a) in case of electronic / demat
holding with their respective Depository Participant and (b) in case of physical holding either with the RTA by
sending e-mail to info@bigshareonline.com or with the Company by sending e-mail to
electronics.mystic@gmail.com by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in
paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs and
your Company's desire to participate in the initiative. If there is any change in e-mail id, shareholder can update his /
her e-mail id in same manner as mentioned above.

Further, pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the difficulties
involved in dispatching of physical copies of the Notice of the 13th AGM and the Annual Report for the financial year
2023-24, are being sent only by email to the Members. Members may note that this Notice and Annual Report
2023-24 will be available on the Company's website www.mystic-electronics.com , websites of the Stock Exchanges
i.e. BSE Limited at www.bseindia.com.

36. ACKNOWLEDGEMENT

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers,
and other business constituents for their continued faith, abundant assistance and cooperation extended to the
Company. Your Directors would like to make a special mention of the support extended by the various Departments
of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce,
Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued
support in all future endeavors.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed
by employees at all levels.

By and on behalf of the Board
For Mystic Electronics Limited

Sd/- Sd/-

Krishan Khadaria Mohit Khadaria
Director Managing Director

DIN:00219096 DIN:05142395

Registered Office:

401/A, Pearl Arcade, Opp. P. K. Jewellers,

Dawood Baug Lane, Off J. P. Road,

Andheri (West), Mumbai - 400 058

Place: Mumbai

Dated: 2nd September, 2024