Directors Report of Has Lifestyle Ltd.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operation of your Company (Has Lifestyle
Limited) along with the audited financial statement, for the financial year ended March 31^st, 2024.

RESULTS OF OUR OPERATIONS (Amount in Rs.)

Particulars	2023-2024	2022-2023
Income
Net Sales from operations	12,72,40,749	11,71,64,834
Other Operating Income	2,77,17,907	1,92,76,954
Total Income	15,49,58,656	13,64,41,788
Less: Expenses	(11,93,59,207)	(11,37,90,570)
Less: Depreciation and amortisation expense	(26,18,032)	(32,34,923)
Total Expenses	(12,19,77,239)	(11,70,25,493)
Profit before Tax (Loss)	3,29,81,418	1,94,16,295
Tax Expenses (Including deferred Tax)	52,10,161	29,40,176
Profit for the year (Loss)	2,77,71,257	1,64,76,119
Earnings Per Share [nominal value of shares Rs.10/- (previous year Rs.10/-)] Basic and Diluted	5.84	3.47

BUSINESS PERFORMANCE/STATE OF COMPANY''S AFFAIR:

The Company has profit of Rs. 2,77,71,257/- during the year as compared to profit of Rs. 1,64,76,119/- previous year.
The Net Sales from operation of Rs. 12,72,40,749/- during the year as compared to Rs. 11,71,64,834/- previous year.
Percentage wise there has been increase of 8.60% in net sales from operation as compared to previous year.

FUTURE OUTLOOK.

It is expected that with the improvement in the economy & with the efforts made by the Company management, the
Company will be able to increase its revenue in the current year.

DIVIDEND.

No dividend was declared for the current financial year due to loss incurred by the company.

TRANSFER TO RESERVES.

During the year under review, Company had not transferred any amount to the General Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTY DISCLOSURES”:

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
with Stock Exchanges, the disclosure in compliance with the accounting standard on "related party disclosures are
enclosed as a part of this report.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

> Your Company has the following Company as its Holding Company at the year end.

Sr. No.	Name of the Company	Joint Venture/ Associate/Holding	No. of shares held in%
1.	Team India Managers Limited (CIN: U93000MH2007PLC169654)	Holding	76.50%

> Your Company does not have any subsidiary Companies/Associates and Joint Venture Company at the year end.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read with
Schedule V of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. As per regulation
15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions as specified in regulation 27
shall not apply to your Company. As there is no requirement to attach the corporate governance report. Your Company
has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their
complaints if any for speedy redressal.

LISTING WITH STOCK EXCHANGE:

The Equity Shares of the Company continues to be listed at Small and Medium Enterprise platform of Bombay Stock
Exchange (BSE). The scrip code number of the Equity shares of the Company on BSE is 780014. The Company confirms
that it has paid the Annual Listing Fees for the year 2023-2024 to Small and Medium Enterprise platform of Bombay
Stock Exchange (BSE)where the Company''s Shares are listed.

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.

PUBLIC DEPOSITS.

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Changes in Board and Key Managerial Personnel:

• Mr. Hemang Manoj Bhatt (DIN: 01353668) was re- appointed as Managing Director of the Company with effect
from 26^th June 2024, subject to approval of members at the ensuing General Meeting.

• Mr. Kapil Agarwal (DIN: 06916751) resigned as Independent Director of the Company with effect 05^th July 2024.

• Mr. Kamlesh Kharade (DIN: 03589665) resigned as Independent Director of the Company with effect 28^th August
2024

• Mr. Ravi Gupta (DIN: 03175416) was appointed as Independent Director of the Company with effect from 05th
July 2024, subject to approval of members at the ensuing General Meeting.

• Mr. Sagar Shah (DIN: 10727721) was appointed as Independent Director of the Company with effect from 28th
August 2024, subject to approval of members at the ensuing General Meeting.

As per the provisions Section 152 of the Companies Act 2013, Mrs. Niru Kanodia, retires by rotation at the ensuing
Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

• In the preparation of the Annual Accounts for the year ended March 31st, 2024, the applicable Accounting
Standards, have been followed and there are no material departures from the same.

• the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31st, 2024 and of the loss of the Company for the year ended on that date;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

• the Directors have prepared the annual accounts on a ''going concern'' basis.

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

• 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including
the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and effective during Financial Year 2023-2024.

SECRETARIAL STANDARDS

The company has complied with the applicable secretarial standards as issued by the Institute of Company Secretaries
of India on Board Meetings and General Meetings.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS.

Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013, as
recommended by the Audit Committee and Board of Directors of the Company, M/s Sachin Phadke & Associates
Chartered Accountant (Firm Registration no. 133898W), be and are hereby appointed as Statutory Auditors of the
Company to fill the casual vacancy caused by the resignation of M/s Kantilal Jain & Co., Chartered Accountants (Firm
Registration no. 104793W),. M/s Sachin Phadke & Associates Chartered Accountant (Firm Registration no. 133898W,
be and are hereby appointed as Statutory Auditors of the Company and hold office for a period of five years from the
conclusion of this Annual General Meeting of the Company on such remuneration and reimbursement of out-of-pocket
expenses as may be mutually agreed between the Auditors and the Board.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria provided under
Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and the Code of
Ethics issued by the Institute of Chartered Accountants of India.

The Auditors'' Report for the financial year 2023-2024 does not contain any qualification, reservation or adverse
remark.

INTERNAL AUDIT:

As per the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, M/s. S. Rajesh & Co.,
Chartered Accountants (Membership No. 019372) has been appointed as Internal Auditor of the company for the year
2023-2024.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

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 CS Divya Mohta (Practicing

Company Secretary) bearing Membership no 47040 and Certificate of Practice no 17217. Practicing Company
Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended 31^st March 2024. The
Secretarial Audit Report (Form MR-3) for the financial year 2023-2024, part of the Annual Report as "Annexure [B]"
to the Board''s Report.

The Secretarial Audit Report contains no qualification, reservation or adverse remark regarding noncompliance under
Companies Act, 2013

SHARE CAPITAL:

a) Authorised Capital: There has been no change in the Authorised Capital of the Company during the year.

b) Issued/Subscribed/Paid Up: There has been no change in the Issued /Subscribed/Paid Up Capital of the Company
during the year.

c) Bonus Shares: No bonus shares were issued during the financial year.

d) Issue of equity shares with differential rights: There were no shares issued with differential rights during the
financial year 2023-2024.

e) Issue of sweat equity shares: No sweat equity shares were issued during the financial year 2023-2024.

f) Issue of employee stock options: No employee stock option was given or issued during the financial year 2023-2024.

g) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of
employees: There was no provision made of the money by the company for purchase of its own shares by employees
or by trustees for the benefit of employees or by trustees for the benefit of employees.

EXTRACT OF ANNUAL RETURN (FORM MGT-9);

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return (Form MGT-9) in
the prescribed format is appended as "Annexure [A]" to the Board''s report. It shall be also available at the Website
of the Company under Extract of Annual Return and the web-link of the same is http://hasjuices.com/ under
investor''s relations/ Extract of Annual Return.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES.

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2, is appended as "Annexure [C]" to the Board''s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

The Particulars of Loans, Guarantees and Investment have been disclosed in the notes to the financial statements.

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

Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other
details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as "Annexure [D]"

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your directors have nothing to report with
regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state-
of-the-art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings - Nil (previous year Nil).

b) The foreign exchange expenditure - Nil (previous year Nil).

CORPORATE SOCIAL RESPONSIBILITY (CSR);

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is not required to be made.

COMPOSITION OF THE BOARD.

Name of Director	Status of Directorship		Date of Appointment	Date of Resignation
Mr. Hemang Bhatt	Managing Director		04/09/2010	-
Mrs. Niru Kanodia	Non - Executive Director		04/09/2010	-
Mr. Kapil Agrawal	Non - Executive Independent Director	Director,	07/07/2014	05/07/2024
Mr. Kamlesh Kharade	Non - Executive Independent Director	Director,	04/11/2019	28/08/2024
Mr. Ravi Gupta	Non - Executive Independent Director	Director,	05/07/2024	-
Mr. Sagar Shah	Non - Executive Independent Director	Director,	28/08/2024	-

DECLARATION BY INDEPENDENT DIRECTORS.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the
Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act,
2013.

DETAILS OF BOARD MEETINGS.

The Board met Thirteen (13) times during the financial year, the details of which are given below. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Date of the meeting	No. of Directors attended the meeting
03rd April 2023	3
30th May 2023	4
05th June 2023	3
15th June 2023	3
09th August 2023	3
11th August 2023	3
16th August 2023	4
23rd August 2023	2
31st August 2023	4
27th September 2023	2
01st November 2023	2
15th November 2023	4
18th December 2023	4

COMMITTEES OF THE BOARD.

Currently, the Board has two committees: The Audit Committee, the Nomination and Remuneration Committee. All
committees consisted of two Independent Directors and one Non-Executive Director.

Name of Directors	Status	Category
Mr. Ravi Gupta	Chairman	Non-Executive, Independent Director
Ms. Niru Kanodia	Member	Non-Executive Director
Mr. Sagar Shah	Member	Non-Executive, Independent Director

B) Nomination and Remuneration Committee

Name of Directors	Status	Category
Mr. Ravi Gupta	Chairman	Non-Executive, Independent Director
Ms. Niru Kanodia	Member	Non-Executive Director
Mr. Sagar Shah	Member	Additional Non-Executive, Independent Director

MEETINGS OF COMMITTEES:

Audit Committee:

The Committee met 02 times during the financial year, the details of which are given below.

Date of the meeting	No. of Directors attended the meeting
30th May 2023	03
15th November 2023	03

Nomination and Remuneration Committee:

The Committee met 02 times during the financial year, the details of which are given below.

Date of the meeting	No. of Directors attended the meeting
16th August 2023	02
31st August 2023	02

Independent Director Meeting:

The Independent Director met 01 times during the financial year, the details of which are given below.

Date of the meeting	No. of Directors attended the meeting
30th May 2023	02
15th November 2023	02

REMUNERATION POLICY:

The Board had adopted ''HAS Lifestyle Limited'' - Nomination and Remuneration Policy'' in compliance with Section 178
of the Act and Regulation 19(4) read with Part D of Schedule II to the SEBI LODR Regulations, for identification, selection
and appointment of Directors, Key Managerial Personnel and Senior Management of your Company. The policy lays
down the process and parameters for the appointment and remuneration including recommendation on remuneration
of the key managerial personnel and other senior management and the criteria for determining qualifications, positive
attributes and independence of a director. This Policy is uploaded on the Investor Relations section of the website of
your Company at http://hasjuices.com/ under investors/Corporate Governance/Remuneration policy.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and
employees to report genuine concerns has been established.

The purpose of the "Whistle blower Policy" is to allow employees to raise concerns about unacceptable, improper or
unethical practices being followed in the organization. They will be protected against any adverse action and/or
discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit
Committee has been designated for the purpose of receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://hasjuices.com/ under
investors/ Corporate Governance/Vigil Mechanism.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The
Company has formulated and implemented a policy on prevention of sexual harassment at workplace. During the year
under review, no complaints were reported to the Board. This Policy was considered, approved and adopted by the
Board under investors/policies/prevention of Sexual Harassment at workplace. This Policy is uploaded on the Investor
Relations section of the website of your Company at http://hasjuices.com/ under investors/ Corporate Governance.

RISK MANAGEMENT:

Your Board of Directors has not formulated & adopted Risk Management Policy required under the provisions and
guidelines of SEBI and as such said provisions not applicable to the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the
act which included various aspects of Boards and Committees functioning, Composition of the Board and its
Committees, functioning of the Individual directors. The aspects covered in the evaluation included the contribution
to and monitoring of corporate governance practices and the fulfilment of Directors'' obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and Committee meetings. Further, the
Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non¬
Executive Directors. The Board expressed their satisfaction with the evaluation process.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2023-2024.

MATERIAL CHANGES:

There were no material changes and commitments affecting the financial position of the company, which have
occurred between the end of the financial year of the company to which this report relates and the date of the report
except as otherwise mentioned in this director report, if any. There had been no changes in the nature of company''s
business. To the best of information and assessment there has been no material changes occurred during the financial
year generally in the classes of business in which the company has an interest except as otherwise mentioned in this
director report, if any.

CORPORATE GOVERNANCE:

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions as specified
in regulation 27 shall not apply to your Company. As there is no requirement to attach the corporate governance
report.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015.The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing in Company securities.

DETAILS OF FRAUD REPORTED BY AUDITORS:

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act,
2013 and rules made thereunder.

POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our
value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on

need and new compliance requirement. In addition to its Code of Conduct and Ethics, key policies that have been
adopted by the Company are as follows:

Name of the policy	Brief description	Weblink
Policy for document retention and archival policy.	The policy deals with the retention and archival of corporate records of HAS Lifestyle Limited.	http://hasiuicebar.com/pdf/Do
		cument-Retention-and- Archival-Policy.pdf
Determination Of Materiality for Disclosures of Events or Information	This policy applies to disclosures of material events affecting. This policy is in addition to the Company''s corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.	http://hasiuicebar.com/pdf/Poli
		cy-on-Determination-of- Materiality-for-Disclosures-of- Events-or-Information.pdf
Whistle Blower Policy (Policy on vigil mechanism)	The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has been no change to the Whistle blower Policy adopted by the Company during fiscal 2016	http://hasiuicebar.com/pdf/Vigi
		l-Mechanism.pdf
Remuneration Policy	The policy deals with the remuneration of Managerial and Key Managerial of HAS Lifestyle Limited.	http://hasiuicebar.com/pdf/Re
		muneration-Policy.pdf

ACKNOWLEDGEMENTS:

Your directors wish to express their profound gratitude for the exceptional levels of professionalism, unwavering
commitment, and dedicated efforts exhibited by employees across all tiers of the organization. The remarkable
dedication displayed by our workforce serves as a driving force behind our achievements and growth.

Additionally, we extend our heartfelt appreciation to the regulatory authorities that have been instrumental in shaping
our journey. The Securities and Exchange Board of India (SEBI), SME BSE Limited (BSE), Registrar of Companies (ROC),
the Income Tax Department, the Reserve Bank of India, the State Governments, and various other government
agencies have played pivotal roles in our operational landscape. Their support, guidance, and collaborative spirit have
significantly contributed to our successes.

Furthermore, our heartfelt thanks extend to the National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for their partnership, as well as our shareholders whose unwavering trust and
confidence fuel our determination to excel.

As we move forward, we remain steadfast in our commitment to uphold the highest standards of excellence, integrity,
and transparency in all our endeavours. With the ongoing support of our stakeholders and partners, we are poised to
conquer new horizons and achieve even greater milestones.

By order of the Board

For Has Lifestyle Limited

Sd/- Sd/-

Hemang Bhatt Niru Kanodia

Managing Director Director

(DIN:01353668) (DIN: 02651444)

Place: Mumbai
Date: 28.08.2024

---

Mar 31, 2015

The Directors have pleasure in presenting the 8th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results:

F. Y. 2014-2015 F. Y. 2013-2014 (In Rupees) (In Rupees

Total Income 2,60,49,070 1,44,03,375

Net Sales from operations 1,88,48,737 1,29,68,630

Other Operating Income 72,00,333 14,34,745

Total Expenses (2,19,64,292) (1,41,51,323)

Less: Expenses (2,10,72,375) (1,35,91,298)

Less: Depreciation and amortization expense (891,917) (5,60,025)

Profit before Tax 40,84,778 2,52,052

Tax Expenses (Including deferred Tax) 8,881 (14,679)

Profit for the year 40,75,897 2,66,731

Business Performance/ State of Company's affair:

The Company has earned net profit of Rs. 40,75,897/- during the year as compared to Rs. 2,66,731/- previous year . The Net Sales from operation of Rs. 1,88,48,737/- during the year as compared to Rs. 1,29,68,630/- previous year. Percentage wise there has been of tremendous increase of 45% in net sales from operation as compare to previous year.

Future Outlook:

It is expected that with the improvement in the economy & with the efforts made by the Company management, the Company will be able to increase its revenue in the current year.

Dividend:

The Directors of the Company have decided to conserve the resources and no dividend is being recommended.

Transfer to reserves:

During the year under review, Company had not transferred any amount to the General Reserves.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 42 of the SME ITP Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from M/S. S. V. Niphadkar & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 42 of the SME ITP Listing Agreement is included as a part of this report.

Details of Subsidiary/Joint Ventures/Associate Companies:

Particulars of Holding/Subsidiary/Joint Venture/Associate Company as on March 31, 2015.

Sr. Name and Address CIN/GLN Holding/Subsi % of Applicable No. of the Company diary/Associat share Section es held

01 Team India U93000MH 2007PLC 169654 Associate 21.23% Section 2 (6) Managers Limited of Compa- nies Act, 2013

Management Discussion and Analysis Report:

As required under Clause 42 (IV) F of the SME ITP Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this Annual Report.

Listing with stock exchanges:

The Company got listed on BSE SME ITP platform with effect from 24th December 2014. Thereafter Company had complied with listing Agreement of BSE SME ITP.

Dematerialization

The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

The International Securities Identification Number, allotted to the Company is INE888Q01016 . The Equity Shares of the Company are listed on Bombay Stock Exchange Limited at SME Institutional Trading Platform.

Hundred percentages (100%) of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015. The Company's Registrars and Share transfer Agent is Sharex Dynamic (India) Private Limited Situated at Unit - 1, Luthra Indl. Premises, Safeed Pool, Andheri Kurla Road., Andheri (E), Mumbai – 400 072

Public Deposits:

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

Particulars of Loans, Guarantees Or Investments:

The Particulars of Loans, Guarantees and Investment have been disclosed in the notes to the financial statements.

Corporate Social Responsibility (CSR)

The provisions for making contributions in Corporate Social Responsibility (CSR) are not applicable to the Company.

Conservation of Energy, Technology absorption, Foreign Exchange Earning and outgo:

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings - Nil (previous year Nil).

b) The foreign exchange expenditure – Nil (previous year Nil).

Directors and Key Managerial Personnel:

(i) Changes in Directors and Key Managerial Personnel (KMP):

(a) At the Board meeting held on 22nd December, 2014, your Company has appointed Mr. Hemang Bhatt (DIN: 01353668) as Managing Director and Key Management Personnel (KMP) of the Company, subject to approval by the shareholders at the ensuing Annual General Meeting.

(ii) Directors Liable to Retire by Rotation:

(a) In accordance with the provision of Section 152(6)(a) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hemang Bhatt, Managing Director (DIN: 01353668) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers, himself for reappointment. Your Board recommends his re-appointment.

(b) Composition of the Board:

Name of Director and Status of Directorship Date of Appointment KMP

Mr. Hemang Bhatt Managing Director 04/09/2010

Mrs. Niru Kanodia Non – Executive Director 04/09/2010 Mr. Kamlesh Kharade Non – Executive Director, 06/02/2014 Independent Director

Mr. Kapil Agrawal Non – Executive Director, 07/07/2014 Independent Director

(iii) Independent Director:

At the Extraordinary General Meeting of the members of the Company held on11th August, 2014 and 7th July, 2014 respectively your Company has appointed the following persons as the Independent Directors of the Company:

Name of Director and Status of Directorship Date of Appointment as KMP Independent Director

Mr. Kamlesh Kharade Independent Director 11/08/2014

Mr. Kapil Agrawal Independent Director 07/07/2015

An independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years.

Declaration by Independent Directors:

All the Independent Directors have confirmed and declared that they have meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

Disclosure Relating To Remuneration Of Directors, Key Managerial Personnel And Particulars Of Employees:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 42 of the Listing Agreement, the Board of Directors at their meeting held on 11th August, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure D" to this Report.

Directors Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS AND AUDITORS' REPORT:

Statutory Auditor:

M/S. S. V. Niphadkar & Co., Chartered Accountants, (bearing Firm Reg. No. 129430W), Mumbai, the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2015-2016. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

The Audit Committee and the Board of Directors recommend the appointment of M/S. S. V. Niphadkar & Co., Chartered Accountants, (bearing Firm Reg. No. 129430W), as the Auditors of your Company for the financial year 2015- 16 till the conclusion of the next Annual General Meeting. The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

Auditors' Report:

The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self- explanatory.

Secretarial Auditor & Secretarial Audit Report

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 Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure [A]" to this Report. The Secretarial Audit Report contains a qualification, reservation or adverse remark regarding non compliance of Section 203 of the Companies Act, 2013. The Auditor has mentioned in their report about non appointment of Chief Financial Officer and internal Auditor during the year under review. The Company in process to appoint a Chief Financial Officer and Internal Auditor at the earliest.

Share Capital:

a) Authorized Capital:

There has been no change in the Authorized Capital of the Company during the year.

b) Issued /Subscribed/Paid Up:

During the year, your company has raised its Equity Share Capital amounting to Rs. 15,64,40,000/- at the following events:

Details of event:

Date of Allotment No. of Shares Amount (in Rs.)

17.04.2014 10,64,000 10,640,000/-

25.08.2014 5,00,000 50,00,000/-

15,64,000 1,56,40,000/- After considering the above allotments, the total Issued /Subscribed/Paid Up Share Capital is amounting Rs. 47,541,060/- comprising of 47,54,106 Equity Shares of face value Rs. 10/-each.

Extract of the Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rule, 2014, the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31st March, 2015 is enclosed as "Annexure [B]" to the Directors' Report.

Board Meetings:

Your Board of Directors has duly met fifteen (17) times during the financial year. i.e. on 10th April 2014, 17th April 2014, 2nd May 2014, 12th June 2014, 13th June 2014, 14th June 2014, 10th July 2014, 18th July 2014, 11th August 2014, 25th August 2014, 30th August 2014, 27th November 2014, 17th December 2014, 22nd December 2014, 24th December 2014, 17th March 2015 & 31st March 2015 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The Composition of Board and details of the Board Meetings held during the year are also covered in the Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

The purpose of the "Whistle blower Policy" is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.hasjuicebar.com under investors/policies/Vigil Mechanism.

Related Party Transactions:

During the financial year 2014-2015, the Company has not entered into any related party transactions referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

Form AOC-2 is enclosed as "Annexure [C]". The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.hasjuicebar.com under investors/policies/Code of Conduct for Board of Directors and Senior Management.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Risk Management:

Your Board of Directors has not formulated & adopted Risk Management Policy required under the provisions and guidelines of SEBI and as such said provisions not applicable to the Company.

Disclosure on sexual harassment of women at workplace:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has formulated and implemented a policy on prevention of sexual harassment at workplace. During the year under review, no complaints were reported to the Board. This Policy was considered, approved and adopted by the Board under investors/policies/prevention of Sexual Harassment at workplace.

Prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clear cut-off acne for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

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.

General:

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

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

Acknowledgements:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to place on record their gratitude to the Securities and Exchange Board of India (SEBI), BSE Limited (BSE), Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and the shareholders for their continued support and confidence.

By order of the Board

For Has Lifestyle Limited

Sd/- Sd/-

Hemang Bhatt Niru Kanodia

Managing Director Director

(DIN: 01353668) (DIN: 02651444)

Place: Mumbai

Date: 04.09.2015

---

Mar 31, 2014

The Directors have pleasure in presenting the 8th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014.

1. OPERATIONS;

The operations of the Company during the period resulted in profit. The outlook is promising. Due to inadequacy of profits and requirements to deploy funds for its various expansion programs, the Directors express their inability to declare any dividends.

2. FINANCIAL RESULTS: (Rs. in lakhs) (Rs. in lakhs) Particulars Year ended on 31st Year ended on 31st March 2014 March 2013

Income 144.03 112.45

Expenditure 135.91 104.87

Depreciation and 5.60 3.93 amortization expense

Profit /loss before., 2.52 3.65 taxation

Less: Provisions for 0 taxation and tax for (0.15) earlier years

Net Profit / (Loss) after 2.67 3.65 Taxation

3. DIVIDEND:

The Directors of the Company have decided to conserve the resources and no dividend is being recommended.

5. DIRECTORfS) LIABLE TO RETIRE BY ROTATION:

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and, the Articles of Association of the Company, Ms. Niru Kanodia, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers, herself for reappointment. Your Board recommends her re-appointment.

6. INDEPENDENT DIRECTOR:

In accordance with the provision of Section 149(6) and other applicable provisions, if any, of the Companies Act, 2013, your Directors have accorded the consent from the members of the company at the Extra Ordinary General meeting held on 07-07-2014 and 11-08-2014 respectively and appointed the following members as an Independent Director of the Company:

Sr. Name of Director Designation Date of No, appointment

1. Mr. Kapil Agarwal Independent Director 07.07.2014 (DIN: 06916751)

2. Mr. Kamlesh Kharade Independent Director 11.08.2014 (DIN : 03589665)

7. COMPANY SECRETARY:

In accordance with the provision of Section 3 83A and other applicable provisions, if any, of the Companies Act, 1956, your Directors have appointed Ms. Poonam Yadav bearing ICSI (Institute of Company Secretaries of India) Membership No.34772, as Company Secretary of the Company at the Board meeting held on 14-02-2014:

8. AUDITORS:

M/s. S.V. Niphadkar 85 Associates, Chartered Accountants (bearing Firm Registration no. 129430W) retiring as the Statutory Auditors of the Company at the ensuing Annual General Meeting, and being eligible offers themselves for their re-appointment up to the conclusion of next Annual General Meeting in accordance with the provisions of Section 139 85 141 of the Companies Act, 2013.

9. REVISION IN AUTHORISED SHARE CAPITAL:

At the General meeting held on 25th January, 2014, your Company has raised its Authorized Share Capital from Rs. 60,00,000/- (Rupees Sixty Lacs Only) divided into 6,00,000 (Six Lacs) Equity Shares of Rs.10/- each to Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- each by creation of additional 44,00,000 (Forty Four Lacs) Equity Shares of Rs.10/- each ranking pari passu with the existing Equity shares.

10. REVISION IN PAID UP SHARE CAPITAL:

During the year under review, your Directors have raised the Paid up Share Capital of the Company in accordance with the provisions of Companies Act, 1956 in the following manner:

(i) At the Board meeting held on 4th November, 2013, your Company

has raised its Paid up Share Capital by way of allotment of 06 no. of Equity shares at Nominal value of Rs. 10/- each.

(ii) At the Board meeting held on 10th March, 2014 , your Company has raised its Paid up Share Capital by way of allotment of 22,45,000 no. of Equity shares at Nominal value of Rs.10/- each.

(iii) At the Board meeting held on 27th March, 2014 , your Company has raised its Paid up Share Capital by way of allotment of 350,000 no. of Equity shares at Nominal value of Rs. 10/- each.

Since 01st April, 2014, the Companies Act, 2013, and the rules made thereunder have been made effective; your Directors have raised the Paid up Share Capital of the Company in accordance with the provisions of Companies Act, 2013 in the following manner:

(i) Your Directors have accorded consent of the members of the

Company at the Extra Ordinary General meeting held on 04th April, 2014, for raising its Paid up Share Capital by way of allotment of 10,64000 no. of Equity shares at Nominal value of Rs.10/- each.

(ii) Your Directors have accorded consent of the members of the Company at the Extra Ordinary General meeting held on 11th August, 2014, for raising its Paid up Share Capital by way of allotment of 500,000 no. of Equity shares at Nominal value of Rs. 10/-each.

11. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

Consequent to the application filed for conversion of the Company from Private Limited to Public Limited with the Registrar of Companies, Mumbai dated, 26th May, 2014, your Company has changed its name from "Has Lifestyle Private Limited" to "Has Lifestyle Limited", with effect from 13th June, 2014.

12. DEPOSITS:

Your Company has not accepted any Deposits during the year under Section 58A of the Companies Act, 1956 and Section 73 of the Companies Act, 2013 respectively.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state that:

a) That in the preparation of Annual Accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed alongwith proper explanations relating to material departures.

b) That 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 and of the profit of the Company for the year ended 31st March, 2014.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities

d) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

14. PARTICULARS OF EMPLOYEES;

There are no particulars to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) rules, 1975.

15. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 217(1) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988, your directors furnish herewith the additional information as required:

A. Conservation of Energy . NIL

B. Research 85 Development NIL

C. Technology Absorption NIL

D. Foreign Exchange Earnings and outgo NIL

16. ACKNOWLEDGEMENT

The Directors place on record their appreciation for the support and services rendered by the shareholders, employees, bankers and the associates of the company.

For and on behalf of the Board

For HAS LIFESTYPFE LIMITED



NIRU KANODIA HEMANG BHATT

Director Managing Director

Place: Mumbai

Date 25th August, 2014