Mihika Industries Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your directors pleased to present the 42^nd Annual Report on the Business and Operations of the Company
together with the Audited Financial Statement for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the
previous financial year ended on 31^st March, 2024 is given below:

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	3,473.83	620.46
Other Income	60.02	88.22
T otal Revenue	3,533.85	708.68
T otal Expenses	3,522.71	689.39
Profit / Loss before Exceptional and Extra- Ordinary Items and Tax Expenses	11.15	19.30
Add / Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	11.15	19.30
Less: Tax Expense
Current Tax	0.00	0.72
Deferred Tax	0.00	0.00
Tax of Earlier Year	5.68	0.90
Profit / Loss for the Period	5.46	17.68
Earnings Per Share (EPS)
Basis	0.05	0.18
Diluted	0.05	0.18

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 3,533.85 Lakhs compared to the total revenue of Rs. 708.68
Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 2024-25 of
Rs. 11.15 Lakhs as compared to Profit before tax of Rs. 19.30 Lakhs of previous Financial Year. Net Profit after
Tax for the Financial Year 2024-25 is Rs. 5.46 Lakhs as against Net Profit after tax of Rs. 17.68 Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the
Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend
any dividend for the Financial Year 2024-25 (Previous year - Nil).

5. SHARE CAPITAL:

A. Authorised Share Capital:

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 10,00,00,000/- (Rupees
Ten Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Re. 10.00/- (Rupee Ten
Only).

B. Paid-up Share Capital:

The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 10,00,00,000/- (Rupees Ten
Crores Only) divided into 1,00,00,000 (Ten Crores) Equity Shares of Re. 10.00/- (Rupee Ten Only).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed
for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During
the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for
a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss
account of the Company under Reserves and Surplus.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company''s website at mihikaindustries@ gmail. com.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company
which have occurred between the end of the financial year to which the financial statements relate and the
date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the
going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board
Matters.

During the year under the review, the Board of Directors met 9 (Nine) times viz. 24^th May, 2024, 5^th June, 2024,
19^th July, 2024, 14^th August, 2024, 6^th September, 2024, 30^th September, 2024, 9^th October, 2024, 11^th
November, 2024 and 14^th February, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the
best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there are no material departure from the same;

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 financial year and of the loss of the Company for the financial year ended on
31^st March, 2025.

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

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to Company as the Company does
not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and
provides the Company’s current working and future outlook as per "Annexure -1".

15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

16. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by
The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT
POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for
Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and
effective management control. The Audit Committee also reviews the adequacy of the risk management frame
work of the Company, the key risks associated with the business and measures and steps in place to minimize
the same.

18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors
on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC

had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings
were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors
and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the
Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination
and Remuneration Committee, the performance of the Board, its committees, and individual directors was
discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the
resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness
amongst the Board Members, constructive relationship between the Board and the Management, and the
openness of the Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees
and individual directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was
carried out by the Independent Directors. The exercise of performance evaluation was carried out through a
structured evaluation process covering various aspects of the Board functioning such as composition of the
Board & committees, experience & competencies, performance of specific duties & obligations, contribution at
the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across the
organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During
the financial year, such controls were tested and no reportable material weaknesses in the design or
operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded in the
business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control
self-assessment, continuous monitoring by functional experts. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively and are operating as
intended.

During the year, no reportable material weakness was observed.

20. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the
Companies Act, 2013 are provided in the financial statement.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, Company has not entered in any Related Party Transactions.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at
https://www.mihikaindustries.co.in/.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related parties.
Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted
omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen,
not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are
reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock
Exchanges.

23. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company’s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the
policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective
of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy
provides for anti-bribery and avoidance of other corruption practices by the employees of the
Company.

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	(285.94)
2.	General Reserve	4.85
3.	Current year Profit/Loss	5.46
4.	Amount of Securities Premium and other Reserves	1,463.99
Total		1,188.36

25. CONSERVATION OF ENERGY. TECHNLOGY. ASBSORPOTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the
Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2024-25;

	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil
d.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received
remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures
as required are provided in AS-18 which is forming the part of the notes to financial statement.

28. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Akash Prakash Shah1	Managing Director	08843980
2.	Mr. Parth Rajeshbhai Rupareliya2	Executive Director	10703133
3.	Ms. Sweta Rasikbhai Panchal	Non-Executive and Independent Director	10298714
4.	Mr. Pranav Kamleshkumar Trivedi1	Managing Director	09218324
5.	Mr. Sagar kumar Dataniya3	Non-Executive Director	09629945
6.	Mr. Pawansut Swami4	Company Secretary and Compliance Officer	CCSPS3205B
7.	Ms. Nilam Makwana	Non-Executive and Independent Director	09210336

¹Â¦ Mr. Akash Prakash Shah has been appointed as a Managing Director and Mr. Pranav Kamleshkumar Trivedi has resigned as a
Managing Director w.e.f. 5^th June, 2024.

². Mr. Parth Rajeshbhai Rupareiiya has been appointed as Executive Director w.e.f. 19^th July, 2024.

³. Mr. Sagar Kumar Dataniya has resigned as Non-Executive Director of w.e.f. 19^th July, 2024.

⁴. Mr. Pawansut Swami has resigned as Company Secretary and Compliance Officer w.e.f. 9^th October, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the
Company during the Financial Year 2024-25 and till the date of Board''s Report.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Sweta Rashikbai Panchal, Ms. Nilam Makwana, Independent Directors of the Company has confirmed to the
Board that he meets the criteria of Independence as specified under Section 149 (6) of the Companies Act,
2013 and he qualifies to be an Independent Director. He has also confirmed that he meets the requirement of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

30. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is not exceeding Rs. 10.00/- Crores and Turnover is not exceeding Rs.
25.00/- Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits
during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of
interest during the financial year.

32. AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

M/s S K Bhavsar & Company, Chartered Accountants, bearing (FRN:145880W) were appointed as the
Statutory Auditors of the Company for the period of 5 (Five) consecutive years from the conclusion of 41^st
Annual General Meeting held in the year 2024 till the conclusion of 46^th Annual General Meeting of the
Company to be held in the year 2028.

The Auditors have also furnished a declaration confirming their independence as well as their arm’s length
relationship with your Company as well as declaring that they have not taken up any prohibited non-audit
assignments for your Company. The Audit Committee reviews the independence of the Auditors and the
effectiveness of the Audit Process.

The Auditor’s report for the Financial Year ended 31^st March, 2025 has been issued with an unmodified
opinion, by the Statutory Auditor.

B. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Ms.
Monika Shekhawat, Proprietor of M/s. Shekhawat & Associates, Company Secretaries, Ahmedabad as a
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as "Annexure- II" in Form
MR-3.

33. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor''s Report:

The Board confirms that the Secretarial Audit Report issued by M/s. Shekhawat & Associates, Practicing
Company Secretaries, for the financial year ended 31^st March, 2025, does not contain any qualification,

observations, adverse remark, or disclaimer. The Board appreciates the confirmation of compliance and
takes note of the observations, if any, provided for better governance.

34. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on
24^th May, 2024, 19^th July, 2024, 6^th September, 2024, 9^th October, 2024, 11^th November, 2024 and 14^th
February, 2025 the records of the members of the Committee for the year ended on 31^st March, 2025 are as
follows:

Sr. No.	Name	Status	Category
1.	Ms. Sweta Panchal	Chairperson	Non-Executive and Independent Director
2.	Mr. Akash Prakash Shah	Member	Managing Director
3.	Mrs. Nilam Makwana	Member	Non-Executive and Independent Director

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration committee as tabulated
below, was held on, 18^th July, 2024, 14^th February, 2025 and 11^th March, 2025 the records of the members of
the Committee for the year ended on 31^st March, 2025 are as follows:

Sr. No.	Name	Status	Category
1.	Mrs. Nilam Makwana	Chairperson	Non-Executive and Independent Director
2.	Mr. Akash Prakash Shah	Member	Managing Director
3.	Ms. Sweta Panchal	Member	Non-Executive and Independent Director

C. Composition of Stakeholder''s Relationship committee:

During the year under review, meetings of members of Stakeholder''s Relationship committee as tabulated
below, was held on 6^th September, 2024 the records of the members of the Committee for the year ended on
31^st March, 2025 are as follows:

Sr. No.	Name	Status	Category
1.	Mrs. Nilam Makwana	Chairperson	Non-Executive and Independent Director
2.	Mr. Akash Prakash Shah	Member	Managing Director
3.	Ms. Sweta Panchal	Member	Non-Executive and Independent Director

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to its employees.
Your directors further state that during the year under review there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the
Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the
year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

36. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e. National Securities Depository Limited (“NSDL”) and
Central Depository Services (India) Limited (“CDSL”) and the Demat activation number allotted to the
Company is ISIN: INE779Q01017. Presently shares are held in electronic and physical mode.

37. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued
to remain cordial during the year under review

38. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such
accounts and records are not required to be maintained.

39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

40. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a
periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed
to create a high-performance culture. It enables the Company to attract, retain and motivate employees to
achieve results. The Company has made adequate disclosures to the members on the remuneration paid to
Directors from time to time. The Company''s Policy on director''s appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.mihikaindustries.co.in

41.STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of
SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and
explanation about the performance of the Company.

42. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the
evaluation of its own performance, performance of Individual Directors, Board Committees, including the
Chairman of the Board on the basis of attendance, contribution towards development of the Business and
various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The
evaluation of the working of the Board, its committees, experience and expertise, performance of specific
duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation
process and outcome.

In a separate meeting of Independent Directors i.e. held on Monday, 20^th January, 2025, the performances of
Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements of the expansion
plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

43. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial
Institutions.

44. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and
other business associates who have extended their valuable sustained support and encouragement during the
year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the
commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the
continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of,

3, Bentinck Street 2^nd Floor, Kolkata, West Bengal, Mihika Industries Limited

India - 700 001

Corporate Office:

B 1810 Navratna Corporate Park, Ashok Vatika, .

Ambli, Ahmedabad, Daskroi, Gujarat, India - 380
058

Sd/- Sd/-

Parth Rajeshbhai Rupareliya Aakash Prakash Shah
Place: Ahmedabad Director Managing Director

Date: 6^th September, 2025 DIN: 10703133 DIN: 08843980

---

Mar 31, 2024

Your Directors have pleasure in presenting the 41^st Annual Report of the Company together with the Audited
Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Particulars	March 31, 2024	March 31, 2023
Profit / (Loss) before tax	19.30	(324.15)
Less: Tax Expense	1.62	(82.60)
Profit / (Loss) after tax	17.69	(241.55)
Other Comprehensive Income for the year, net of tax	0.00	0.00
Total Comprehensive Income for the year	17.69	(241.55)

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended
March 31, 2024.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of
Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the Company, which comprises of 1,00,00,000
Equity Shares of Rs.10/- each.

CHANGE IN NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

STATUTORY & LEGAL MATTERS

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals
impacting thegoing concern status and the Company''s operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year due to change in control of the company Mr. Pranav Kamlesh Trivedi appointed as Managing
Director, Mr. Sagarkumar Dataniya appointed as Non Executive Non Independent Director, Mrs. Nilam Makwana
appointed Non Executive Independent Director and Ms. Shweta Panchal appointed as Non Executive Independent
Director of the Company as on 05.09.2023.

During the year due to change in control of the company Mr. Kuldeep Kumar Sethia Managing Director cum
chairman of the company, Mrs. Shweta Sethia - Executive Director, Mr. Rajesh Shah Non Executive Independent
Director of the Company, Mr. Mali Chand Agarwal Non Executive Independent Director of the company, Mrs. Mali
Jaiswal Non - Executive Independent Director of the company resigned as on 05.09.2023. Mr. Manoj Sethia
resigned as on 23.01.2024 from the post of Non-Executive Director of the company.

Additional information pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in respect
of Directors seeking appointment /re-appointment is given in the Notice convening Annual General Meeting Notice
of the Company.

None of the Directors of the Company is disqualified for being appointed as a Director, under Section 164(2) of
the Companies Act, 2013.

As on 05.06.2024 Mr. Pranav K Trivedi resigned from the post of Managing Director and Mr. Aakash P. Shah
Appointed as Managing Director of the Company.

Mr. Sagarkumar Dataniya resigned from the post of Non-Executive Non Independent Director of the company and
Mr. Parth R. Rupareliya appointed as Executive Director cum CFO as on 19.07.2024.

DECLERATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Directors of the Company under
Section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the
provisions of sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)(b) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2022-23 under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable
accounting standards had been followed along with the proper explanation relating to material
departures, if any;

b) that such accounting policies have been selected as mentioned in the Notes to Financial Statements and
applied them consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on 31st March, 2024 and of the loss of
the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and
detecting fraud and other irregularities;

d) that annual accounts have been prepared for the financial year ended 31st March,2024 on ''going concern''
basis;

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

f) that proper system has been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND AUDIT REPORT

M/ s S K Bhavsar & Company, Chartered Accountants (FRN: 145880W), appointed as the statutory auditor of the
Company and to hold office from the conclusion of 41^st Annual General Meeting till the conclusion of 45^th
Annual General Meeting, are appointed and they shall be paid remuneration as may be finalized by the Board of
Directors of the Company.

SECRETARIAL AUDIT

In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013, a
Secretarial Audit was conducted during the year by Secretarial Auditor Mr. Dharti Patel & Associates (COP No.-
19303). The Secretarial Auditor''s Report for the financial year ended 31st March, 2024 is attached as Annexure-
A and form part of this report.

There are no qualifications or observations, or remarks made by the Secretarial Auditor in their Audit Report.

SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard.

FRAUD REPORTING

There was no fraud reported by Auditors of the Company under Section 143(12) of the Companies Act,

2013, to the Audit Committee or Board of Directors during the year under review.

MEETINGS OF THE BOARD

During the year under review 7 (seven) Board Meetings were held on 26-05-2023, 04-08-2023, 14-08-2023, 05-09¬
2023, 04-10-2023, 07-11-2023 and 14-02-2024. The Meetings were held as per the requirements of business and at
intervals within the legally permitted limits. The Boards meets once in every quarter, inter-alia, to review the
quarterly results and other items on agenda:

COMMITTEE OF THE BOARD

AUDIT COMMITTEE

During the year under review 4 (four) meetings of the committee were held on 26-05-2023, 04-08-2023, 07¬
11-2023 and 14-02-2024. The composition of the committee was as follows.

Sr. No. Name of the Members Designation in the Committee

1 Ms. Sweta R. Panchal Chairperson

2 Mrs. Nilam Makwana Member

3 Mr. Aakash P Shah Member

NOMINATION AND REMUNERATION COMMITTEE

During the year under review 2 (two) meeting of the committee were held on 05-09-2023 and 31-03-2024. The
composition of the committee was as follows.

Sr. No.	Name of the Members	Designation in the Committee
1	Mrs. Nilam Makwana	Chairperson
2	Ms. Sweta R. Panchal	Member
3	Mr. Aakash P Shah	Member

STAKEHOLDER''S RELATIONSHIP COMMITTEE

During the year under review 1 (one) meeting of the committee were held on 31-03-2024. The compositions of
the committee were as follows.

Sr. No.	Name of the Members	Designation in the Committee
1	Mrs. Nilam Makwana	Chairperson
2	Ms. Sweta R. Panchal	Member
3	Mr. Aakash P Shah	Member

CORPORATE GOVERNANCE

Corporate Governance Report is not applicable to the Company as
Regulation 15 (2) states - "The compliance with the corporate governance provisions as specified in
regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C, D and E of ScheduleV shall not apply, in respect of -

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
_exceeding rupees twenty-five crore, as on the last day of the previous financial year.

(b) the listed entity which has listed its specified securities on the SME Exchange."

Therefore, for the year ending 31^st March, 2024, there is no requirement of Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

Preparation of Business Responsibility Report is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the management discussion and analysis report for the year is presented, in a separate section forming
part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Company''s shares have been listed with the BSE Ltd. with Scrip Code 538895. The Company confirms that it
has paid the annual listing fees for the year 2023-24 to BSE Ltd.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year 2023-24 till the date of
this Report, which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL

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 disclosure.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial
personnel of the company is attached here as Annexure- B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limit specified under Section
134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Your Company does not have any activity requiring conservation of energy or technology absorption and
there was no foreign exchange earnings and/or foreign exchange outgo.

RELATED PARTY RANSACTIONS

All related party transactions that were entered into during the financial year are at arm''s length basis and
are in the ordinary course of business. Details of materially significant related party transactions that are
transactions of a material nature between the Company and the Promoters, Management, Directors or
their relatives etc. are disclosed in the Note No.35 of the Financial Statements in compliance with the
Indian Accounting Standard - 24 relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Company''s Promoters, Directors,
Management,or their relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The copy of annual return of the Company has been placed on the website of the Company and can be
accessed at www.mihikaindustries.co.in.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans, guarantees and investments or securities covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements.

RISK MANAGEMENT POLICY

As required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a well-documented and robust risk management framework.

The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure
effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly
appraised on the key risk assessment areas and a mitigation mechanism is recommended.

During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to
the risks has been adopted and is in place.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the category of Companies to where under Section 135(1) is applicable. Hence
Corporate Social Responsibility requirements are not applicable to Company.

VIGIL MECHANISM

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Company has established a Vigil mechanism/Whistle Blower
Policy. The policy is available at Company''s website.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated the criteria for the evaluation of the performance of Board of
Directors, Independent Directors, Non-Independent Directors, and the Chairman of the Board. Based on that
performance evaluation has been undertaken. The Independent Directors of the Company have also convened a
separate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the
Board of Directors. All Directors of the Board are familiar with the business of the Company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered
under this policy. During the year under review, no case was filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from
the various stakeholders including financial institutions and banks, regulators, governmental authorities and other
business associates, who have extended their valuable support and encouragement during the year under review.
The Directors thank the Company''s employees, customers, vendors, investors and academic partners for their
continuous support.

The Directors appreciate and value the contribution made by every member of the Company.

For and on behalf of the Board
Aakash P Shah

SD/-

Place: Kolkata

Managing Director

Date: 6^th September, 2024 DIN:08843980

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL PERFORMANCE (Amount in Rs.Lacs)

31st March, 2015 31st March, 2014

Profit before tax 2.10 1.34

Less: Tax Expense 0.04 0.41

Profit after tax 2.06 0.93

Add: Balance brought forward from previous year 2.73 1.80

Balance available for appropriation 4.79 2.73

Balance carried to Balance Sheet 4.79 2 73

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the Company, which comprises of 1,00,00,000 Equity Shares of Rs.l0/-each.

CHANGE IN NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

STATUTORY & LEGAL MATTERS

There has been no significant and/or material order(s) passed by any Regulators/Courts Tribunals impacting the going concern status and the Company's operations in future.

DIRECTORS

Mrs. Shweta Sethia (DIN: 04444566) was appointed as Additional Director of the Company on 28th March, 2015. She hold office till the conclusion of ensuing Annual General Meeting.

Mr. Yashwant Kumar Goyal (DIN: 00012633), Independent Director of the Company has resigned from the Company with effect from 13th August, 2015 and the Board of Directors place on record their highest sense of appreciation for the valuable advice and guidance rendered by him during his tenure as Director of the Company.

In terms of Section 149 and 152 of the Companies Act, 2013, Mr. Manoj Chetani (DIN-02935980), is proposed to be appointed as Independent Director of the Company at the ensuing Annual General Meeting.

The Company has received notice from a member along with requisite deposit under section 160ofthe Companies Act, 2013 proposing Mrs. Shweta Sethia for the office of director and Mr. Manoj Kumar Chetani for the office of Independent Director.

A brief resume of the Directors being appointed, nature of the expertise in specific functional areas, names of companies in which they holds directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors as stipulated under clause 49 of the Listing Agreement with the stock exchanges, is provided in Notice of the Annual General Meeting. The Board of Directors of the Company recommends the appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

b) The Directors had selected such accounting policies as mentioned in the Notes to Financial Statements 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 on 31st March, 2015 and of 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 Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Accounts for the financial year ended 31st March, 2015 on 'going concern' basis;

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; and

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director of the Company under section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of section 149 of the Companies Act, 2013.

AUDITORS AND AUDITORS REPORT

(A) Statutory Auditors:-

M/s. J. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the 33rd Annual General Meeting, to be scheduled in 2016. They have confirmed their eligibility under the Act and that they are not disqualified to act as Auditors of the Company. Their appointment is subject to ratification by the members at the Annual General Meeting.

The observations made by the auditor's in the Auditors' Report are self explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) of section 134 of Companies Act, 2013.

(B) Secretarial Auditor:-

The Board has appointed Mr. Aran Kumar Jaiswal, Practising Company Secretary to hold the office of the Secretarial Auditor and to conduct the Secretarial Audit and prepare the Secretarial Auditors' Report in pursuant to sub-section (1) of section 204 of Companies Act, 2013 and Rules made there under for the financial year 2014-15.

The report is self explanatory and do not contain any reservation, qualification or adverse remarks. The Secretarial Auditors' Report is annexed to this report as Annexure - A.

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. The details of various Board meetings are provided in the Corporate Governance Report of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been consistency complying with the various regulations of Securities & Exchange Board of India (SEBI), including regulations on Corporate Governance, which is enumerated under Clause 49 of the Listing Agreement. Pursuant to the said SEBI regulations, a separate section Med Corporate Governance Report is being furnished. Further your Company's Statutory Auditors M/s. J. Gupta & Co., Chartered Accountants, have examined compliance of the aforesaid Corporate Governance Guidelines and issued a Certificate, which is annexed to this Report.

The Company has adopted a code of conduct applicable to the Board and senior management. The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and in particular those stipulated in Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the year under review as stipulated under clause 49 of the listing agreement with the stock exchanges is presented, in a separate section forming part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Company's shares have been listed with the BSE Ltd. with Scrip Code 538895. The Company confirms that it has paid the annual listing fees for the year to BSE Ltd.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2015, being the end of the financial year of the Company.

INTERNAL CONTROL SYSTEMS

The Company's auditors have confirmed that the Company has proper and adequate internal control systems commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and that all applicable statutes and corporate policies are duly complied with.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the managerial personnel of the company is attached here as Annexure - B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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

(A) Conservation of Energy : NA

(B) Technology Absorption : NA

(C) Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange transactions are as below:

Foreign Exchange Earnings Rs.Nil

Foreign Exchange Outgo Rs.Nil

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details of materially significant related party transactions that are the transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No.21 (B) of the Financial Statements in compliance with the Accounting Standard relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed to this report as Annexure-C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT OR SECURITIES PROVIDED

Loans, guarantees and investments or securities covered under Section 186 of the Companies Act, 2013 from part of the notes no. 21(G) to the financial statements.

RISK MANAGEMENT POLICY

As required under Clause 49 of the Listing Agreement, the Company has established a well documented and robust risk management framework. Under this framework, risks are identified across all business process of the Company on a continuous basis. Once identified, these risks are classified as strategic risk, business risk or reporting risk. Strategic risk is those which are associated with the long term interests of the Company. Reporting risk is associated with incorrect or un-timely financial and non- financial reporting.

The Audit Committee of the Board of Directors review the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended.

During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.

VIGIL MECHANISM

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and clause 49(H)(F) of the Listing Agreement, the Company has established a Vigil mechanism/Whistle Blower Policy. The policy is available at Company's website.

EVALUATION OF BOARD S PERFORMANCE

The Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors, Non- independent Directors and the Chairman of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the Board of Directors. AH Directors of the Board are familiar with the business of the Company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. AH employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the Financial Year 2014-15:

a) No of complaints received : NIL

b) No of complaints disposed off : NIL

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review.

For and on behalf of the Board

Place : Kolkata KULDEEP KUMAR SETHIA

Dated : 28th August, 2015 Chairman and Managin3 Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE

(Amount in Rs.) 31st March, 2014 31st March, 2013

Profit before tax 133803 15297

Less: Tax Expense 41344 4730

Profit after tax 92459 10567

Add: Balance brought forward from previous year 180707 170140

Balance available for appropriation 273166 180707

Balance carried to Balance Sheet 273166 180707

DIVIDEND

With a view to conserve resources for growth of Company, no dividend is recommended by the Board for the year ended 31st March, 2014.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 58A of the Companies Act, 1956. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited in the Investor Education and Protection Fund, as on 31st March, 2014.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the company, which comprises of 1,00,00,000 Equity Shares of Rs.10/-each.

DIRECTORS

Mr. Rajesh Shah was appointed as Additional Director as an Independent Director of the Company with effect from 30th May 2014. He holds office till the Conclusion of next Annual General meeting.

Mr. Kuldeep Kumar Sethia was redesignated / appointed as Managing Director of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

A brief resume of the Directors being appointed/re-appointed, nature of the expertise in specific functional areas, names of companies in which they holds directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors as stipulated under Clause 49 of the Listing Agreement with the stock exchange, is provided in Notice of the Annual General Meeting. The Board of Directors of the Company recommends the appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors acknowledge the responsibility for ensuring compliance with provisions of Section 217 (2AA) of the Companies Act, 1956 in preparation of the Annual Accounts of your Company for the financial year ended 31st March, 2014 and confirm that :-

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures there from;

b) The Directors have selected such accounting policies as mentioned in the Notes to Financial Statements 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 on 31st March, 2014 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the Accounts for the financial year ended 31st March, 2014 on ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has been consistently complying with the various regulations of Securities & Exchange Board of India (SEBI), including regulations on Corporate Governance, which is enumerated under Clause 49 of the Listing Agreement. Pursuant to the said SEBI regulations, a separate section titled ''Corporate Governance Report'' is being furnished. Further your Company''s Statutory Auditors M/s J. Gupta & Co., Chartered Accountants, have examined compliance of the aforesaid SEBI Corporate Governance Guidelines and issued a Certificate, which is annexed to this Report.

The Company has adopted a code of conduct applicable to the Board and senior management. The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and in particular those stipulated in Listing Agreement with the Stock Exchange.

SEBI vide its Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 has notified the revised Clause 49 of the Listing Agreement to be applicable with effect from 1st October 2014. This report therefore stands complied against the previous Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented, in a separate section forming part of the Annual Report.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2014, being the end of the financial year of the Company.

INTERNAL CONTROL SYSTEMS

The Company''s auditors have confirmed that the Company has proper and adequate internal control systems commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and that all applicable statutes and corporate policies are duly complied with.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and do not contain any reservation, qualification or adverse remarks and therefore, need no further clarifications/explanations as required under Section 217(3) of the Companies Act, 1956.

AUDITORS

Pursuant to the provision of Section 139 of the Companies Act, 2013 and Rules made thereunder, the current auditors of the Company, M/s J. Gupta & Co., Chartered Accountants are eligible to hold the office for further period of two years upto 2016.

The members are therefore requested to re-appoint M/s J. Gupta & Co., Chartered Accountants as auditors for two years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 33rd Annual General Meeting, to be scheduled in 2016 and to fix their remuneration for the year 2014-2015.

STATUTORY AND OTHER INFORMATION

Your Company has no employee in the category under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975.

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

The Company has no particulars to report regarding technology absorption, conservation of energy as required under Section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. During the year under review, the Company did not have any foreign exchange earnings, or any foreign exchange outgo.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review.

For and on behalf of the Board

Place : Kolkata KULDEEP KUMAR SETHIA Dated: 30th day of May, 2014 Chairman and Managing Director

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Amount in Rs.) 31st March 2013 31st March 2012

Profit before tax 15297 13685

Less: Tax Expense 4730 2838

Profit after tax 10567 10847

Add:Balancebrought forward from previousyear 170140 159293

Balance available for appropriation 180707 170140

Balance carried to Balance Sheet 180707 170140

DIVIDEND

With a view to conserve resources for growth of company, no dividend is recommended by the Board for the year ended 31st March, 2013.

ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

Your Directors are pleased to inform you that during the year under review 9759930 equity shares of Rs.10/- each per share at a premium of Rs.15/- each per share were issued on preferential basis to Promoter group and select Non Promoter investors. These equity shares were allotted in compliance with SEBI (ICDR) Regulation, 2009 and after receipt of requisite approvals. Post issue, final listing approval has been received from the U. P. Stock Exchange Ltd. Further the total issue proceeds of Rs.24.40 crores were dully utilized as per the object of the issue.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 58A of the Companies Act, 1956. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited in the Investor Education and Protection Fund, as on 31st March, 2013.

DIRECTORS

Pursuant to the provisions of section 256 of the Companies Act, 1956 Mr. Kamal Kumar Goyal, director of the Company, retires by rotation at the forthcoming Annual General Meeting scheduled to be held on 30th September, 2013. Mr. Kamal Kumar Goyal has expressed his desire not to be re-appointed.

The Board places on record its deep appreciation of the invaluable services rendered by Mr. Kamal Kumar Goyal during his tenure as director on the Board of Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that :-

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures there from;

b) The Directors have selected such accounting policies as mentioned in the Notes to Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the year under review as stipulated under clause 49 of the listing agreement with the Stock Exchanges is presented, in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per Clause 49 of the Listing Agreement with Stock Exchanges, and the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices, the Company has implemented all the mandatory stipulations. The Company has adopted a code of conduct applicable to the Board and senior management. The Company fully complies with the governance practices as enunciated in the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements (Annexure-II) forms part of this report. The requisite Certificate from the Statutory Auditors of the Company, M/s. J. Gupta & Co. Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2013, being the end of the financial year of the Company.

COMPLIANCE OF ACCOUNTING STANDARDS

The Company has duly adopted all the applicable Accounting Standards in pursuance to the provision of Section 211 (3A) of the Companies Act, 1956.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and do not contain any reservation, qualification or adverse remarks and, therefore, need no further clarifications/explanations as required under Section 217 (3) of the Companies Act, 1956.

AUDITORS

J. Gupta & Co., Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Further they also hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under revised clause 41 of listing agreement.

STATUTORY AND OTHER INFORMATION

There is no employee failing within the purview of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975.

There was no expenditure or income in foreign currency during the year under review. Since your Company does not own any manufacturing unit, the disclosure of information on the matter required to be disclosed to be terms of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules, 1998 is not applicable and hence not given.

ACKNOWLEDGEMENTS

Your Directors would like to convey their sincere appreciation for assistance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company who have contributed significantly towards Company''s performance. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Place : Kolkata KULDEEP KUMAR SETHIA Dated: 30th day of May, 2013 Chairman and Executive Director

---

Mar 31, 2012

Dear members,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Amount in Lacs)

31st March 2012 31st March 2011

Profit before tax 0.14 0.35

Less: Tax Expense 0.03 0.43

Profit after tax 0.11 (0.08)

Add: Balance brought forward from previous year 1.59 1.67

Surplus carried to Balance Sheet 1.70 1.59

DIVIDEND

With a view to conserve resources for growth of company, no dividend is recommended by the Board for the year ended 31 st March, 2012.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited in the Investor Education and Protection Fund, as on 31 st March, 2012.

DIRECTORS

Sri Pankaj Kumar Goyal retires by rotation at the forthcoming Annual General Meeting of the Company. He has conveyed his unwillingness for being reappointed at the ensuing Annual General Meeting. The Board places on record his remarkable services to the Company during his tenure on the Board.

Requisite notices has been received from shareholders proposing the name of Sri Kuldeep Kumar Sethia and Sri Mali Chand Agarwala to be appointed as directors on the Board.

None of the Directors of your Company is disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:-

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures there from;

b) The Directors have selected such accounting policies as mentioned in the Notes to Financial Statements 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 the year ended 31 st March, 2012;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on going concern basis.

COMPLIANCE OF ACCOUNTING STANDARDS

The Company has duly adopted all the applicable Accounting Standards in pursuance to the provision of Section 211 (3 A) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the year 2011-12, no employee was in the receipt of remuneration as required to be disclosed under Section 217 (2A) of the Companies Act, 1956.

AUDITORS'' REPORT

The Comments in Auditor''s Report read with Notes to the Accounts are self-explanatory.

AUDITORS

M/s. J. Gupta & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

FOREIGN EXCHANGE TRANSACTION

During the year of operation the total Foreign Exchange earnings and expenditure are Nil.

LISTING PARTICULARS

The Company''s Shares are listed with U.P Stock Exchange. The annual listing Fees has been paid.

COMPLIANCE CERTIFICATE

Compliance Certificate issued by Company Secretary in whole time practice to the provisions of section 383A of the Companies Act ,1956 , read with Companies( Compliance Certificate ) Rules ,2001 is annexed.

ACKNOWLEDGEMENTS

Your Directors would like to convey their sincere appreciation for assistance and cooperation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company who have contributed significantly towards Company''s performance. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Kamal Kumar Goyal Chairman Place: Kolkata Dated: 30lh Day of May, 2012

---

Mar 31, 2011

Dear Members,

The Directors take pleasure in submitting the Company''s 28lh Annual Report for the accounting year ended 31st March,2011 alongwith the Auditors'' Report thereon.

ACTIVITIES:

The company has earned profit from sale of its investments and it continued to do investment activities. The company has entered into intermediation and broking activities.

ACCOUNTING RESULTS:

PARTICULARS YEAR ENDED YEAR ENDED 31/03/2011 31/03/2010 Rs. Ps. Rs. Ps.

Profit Before Tax 34923.28 (38,059.28)

Provision for Taxation Current 6412.00 (3,337.00) Deferred - - Fringe Benefit - - Tax - (1.062.00) Mat CreditEntitlement - 76,725.00 Profit After Tax 28511.28 34,266,72

Balance B/f from Last Year 166911.58 1,32,644.86

Balance Carried to Balance Sheet 195422.86 1,66,911.58

DIRECTORS:

Mr. Kamal Kumar Goyal, director retire by rotation and is eligible for reappointment.

AUDITORS :

M/s. B. Kabra & Associates, Chartered Accountants, auditors of the company retire at the ensuing Annual General Meeting. They have expressed their unwillingness for reappointment. The Company has received the consent of M/s. J. Gupta & Company, Chartered Accountants to act as Statutory Auditors of the Company. The Board of Directors, therefore, recommends M/s. J. Gupta ''& Company, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of next annual general meeting for the approval of Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2 A A) of the Companies Act, the directors confirm that:

1. In the preparation of the Annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended 31st March,2011 and the Profit for the year ended 31st March,2011;

3. proper and sufficient care has been taken 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 for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

Registered Office By Order of the Board Room No.45,2nd floor, 4A,. Indra Kumar Kamani Sarani, Kolkata -700 001 (Kamal Kumar Goyal) Chairman Dated the 02nd day of August,2011