డైరెక్టర్ల నివేదిక Mahesh Developers Ltd.

Mar 31, 2025

Your directors are pleased in presenting the Directors Report on the business and operations of your
Company together with the Audited Financial Statements and the Auditors’ Report of your Company for
the financial year ended, 31^st March, 2025.

1. The summarized financial results for the year ended 31^st March, 2025 are as under: -
FINANCIAL SUMMARY (STANDALONE)

Particulars	2024-2025	2023-2024
Total Revenue	-49.50	111.46
Profit / Loss before depreciation and Tax	-52.82	108.43
Less: - Depreciation	0.16	0.48
Profit/Loss before Tax	3.16	2.55
Less-Current year tax	0.82	0.03
Deferred Tax	0	0
Profit/ Loss for the year	2.34	2.52

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

There is continuation of old project in the company and other then that no additional projects ongoing during
the said financial year i.e. 2024-2025.

3. DIVIDEND

No Dividend was declared for the current financial year.

4. TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the General Reserves. However, Company has
transferred entire Profit to the Reserve and Surplus.

5. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the
end of the financial year to which this financial statement relates and the date of the report.

7. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is as follows:

Foreign Exchange Earnings : NA
Foreign Exchange outgo : NA
Energy Absorption : NA

A. the steps taken or impact on conservation of energy: NA

B. the steps taken by the Company for utilizing alternate source of energy: NA

C. the Capital investment on energy conservation equipments: NA
Technology Absorption: NA

A. the efforts made towards technology absorption: NA

B. the benefits derived like product improvement, cost reduction, product development or import substitution:
NA

C. In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year): NA

a) the details of technology imported: NA

b) the year of import: NA

c) whether the technology been fully absorbed: NA

d) the expenditure incurred on Research and Development: NA

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

The Company has a Risk Management Policy however the elements of risk threatening the Company''s existence
is very minimal.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.

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

The loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013
during the year under review form part of the Notes to Financial Statements provided in the Annual Report.

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

There were no contracts or arrangements made with related parties pursuant to Section 188 of the Companies
Act, 2013, during the year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The
Secretarial Audit Report received from Mr. Khushal Bherulal Bajaj, Practicing Company Secretary is annexed
herewith as “Annexure - II”.

13. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration
and evaluation criteria for performance of Independent Directors.

14. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025, in the Form MGT-7 in accordance with Section
92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company at www.maheshdevelopers.in

15. MEETING OF BOARD AND COMMITTEES OF DIRECTORS:

During the year 7 Board Meetings, 7 Audit Committee Meetings, 2 Nomination & Remuneration Committee
Meetings and 1 Stakeholders Relationship Committee Meetings were convened and held. The details of the
same along with other Committee are given below. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

The annual calendar of meetings is broadly determined at the beginning of each year. The details of the
meetings held during the year are as under:

Sr. No.	Name of the Directors	Category	No. of meetings held	No. of meetings attended	Last AGM attended
1	MAHESH RATILAL SAPARIYA	Managing Director	7	7	YES
2	JAYRAM SUNDERDAS MULCHANDANI	Director	7	7	YES
3	NIKUNJ SHAH	Director	7	7	YES
4	RATILAL AMBABHAI SAPARIYA	Director	7	7	YES
5	JALPA MAHESH SAPARIYA	Director	7	7	YES
6	MITTAL VIPUL MEHTA	Additional Director	7	7	YES

The Company has complied with the requirements of Applicable provisions of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 in respect of the Composition of the Board.

None of the Independent Directors have any material pecuniary relationship or transactions with the Company.

The Company had 7 Board meetings during the financial year under review.

Date of Board Meeting	Board Strength	Directors Present
30-05-2024	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya
07-08-2024	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya
15-11-2024	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya
16-01-2025	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya
10-02-2025	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya
15-02-2025	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya
17-02-2025	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya	Mahesh Ratilal Sapariya Mittal Vipul Mehta Jayram Sunderdas Mulchandani Nikunj S Shah Ratilal Ambabhai Sapariya Jalpa Mahesh Sapariya

NUMBER OF AUDIT COMMITTEE MEETINGS

The details of the composition of the Committee and attendance of the members at the meetings are given
below:

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM

Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist
of 3 (Three) Independent Directors, which are as follows:

1. Mr. Jayram Mulchandani - Chairman (Non-Executive & Independent Director)

2. Mr. Mittal Vipul Mehta - Member (Non-Executive & Independent Director)

3. Mr. Mahesh Sapariya - Member (Managing Director)

During the financial year there were 7 meeting held 30-05-2024, 07-08-2024, 15-11-2024, 16-01-2025, 10-02¬
2025, 15-02-2025 and 17-02-2025.

Name of Director	No. of Committee Meetings Held	No. of Committee Meetings Attended
Mr. Jayram Mulchandani - Chairman (Non-Executive & Independent Director)	7	7
Mr. Mahesh Ratilal Sapariya - Member (Managing Director)	7	7
Mr. Mittal Vipul Mehta - Member ( Non- Executive And Independent Director )	7	7

The Audit Committee meetings were attended by the other Directors & Chief Financial Officer. The
representatives of the Statutory Auditors were also invited to the meeting.

The detail of other committee meetings is as follows:

NOMINATION AND REMUNERATION COMMITTEE:

During the financial year there were one meeting held on 07-08-2024 & 16-01-2025 details of attendance of
the members at the meetings are given below:

Name	No. Of Committee	No. Of Committee
	Meetings Held	Meetings Attended
Mr. Jayram Mulchandani - Chairman (Non-Executive & Independent Director)	2	2
Mr. Mittal Vipul Mehta - Member ( Non- Executive And Independent	2	2

Director )
Mrs. Jalpa Mahesh Sapariya - Member (Non-Executive Women Director)	2	2

Salient Features of Nomination and Remuneration policy:

The objective of the policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of
the company and its goals.

Further, Nomination and Remuneration Policy of the Company is available on the website of the Company at
https://www.maheshdevelopers.in/investor-corner

SHAREHOLDER RELATIONSHIP COMMITTEE:

During the financial year there was one meeting held 16-01-2025.

Details of attendance of the members at the meetings are given below:

Name	No. of Committee Meetings Held	No. of Committee Meetings Attended
Mrs. Jalpa Mahesh Sapariya - Chairperson (Non¬ Executive Women Director)	1	1
Mr. Mittal Vipul Mehta - Member ( Non- Executive And Independent Director )	1	1
Mr. Jayram Mulchandani - Member (Non-Executive & Independent Director)	1	1

16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM

Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist
of 3 (Three) Independent Directors, which are as follows:

1. Mr. Jayram Mulchandani - Chairman (Non-Executive & Independent Director)

2. Mr. Mittal Vipul Mehta - Member (Non-Executive & Independent Director)

3. Mr. Mahesh Sapariya - Member (Managing Director)

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and

mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to
raise any concern about the Company’s operations and working environment, including possible breaches of
Company’s policies and standards or values or any laws within the country or elsewhere, without fear of adverse
managerial action being taken against such employees.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) That in the preparation of the annual accounts for the period ended 31.03.2025, the applicable accounting
standards have been followed along with proper explanation 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 at the end of the financial year and the loss of the Company for the period ended 31.03.2025;

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

d) That the Directors had prepared the annual accounts on a going concern basis and

e) That 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.

f) internal financial controls to be followed by the company had been laid down and that such internal
financial controls are adequate and were operating effectively.

g) the directors have complied with the provisions of applicable Secretarial standards

18. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures / Associate Companies.

19. DIRECTORS & KEY MANAGERIAL PERSONAL

Your Company’s Board comprises of the following directors: -

Directors/Signatory Details
DIN/PAN	Name	Begin date	End date
00414104	MAHESH RATILAL SAPARIYA	28/08/2008	-
07395618	JAYRAM SUNDERDAS MULCHANDANI	14/11/2019	-
08700902	NIKUNJ SHAH	04/03/2020	-
00414060	RATILAL AMBABHAI SAPARIYA	13/02/2021	-
07918214	JALPA MAHESH SAPARIYA	13/02/2021	-
09288613	MITTAL VIPUL MEHTA	01/09/2023	-

20. DISQUALIFICATIONS OF DIRECTORS, IF ANY:

None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164
or Schedule V Part II of the Companies Act, 2013.

21. DEPOSITS

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and
the rules framed there under.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for
Independent Directors.

23. STATUTORY AUDITORS

M/S. BHAIRAVI GALA & ASSOCIATES, Chartered Accountants, are to be appointed as the statutory auditors
of the Company in the Annual General Meeting to be held on 7^th April, 2026 for a period of for a period of 5
years till the Conclusion of the Annual General Meeting to be held in the year 2029.

The Company has received a certificate from the above Auditors to the effect that if they are re-appointed, it
would be in accordance with the provisions of Section 141 of the Companies Act, 2013

24. SHARES

1. SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

2. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

3. SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review.

4. BONUS SHARES

No Bonus Shares were issued during the year under review.

5. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option scheme to the employees.

6. DEMATERIALISATION

The shares of the Company were in physical form and now CDSL and NSDL has been admitted for depository
services. The ISIN is: INE01MO01013.

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the
Members and others entitled thereto, excluding the information on employees’ particulars which is available for
inspection by the Members at the Registered Office of the Company during business hours on working days of
the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a
copy thereof, such Member may write to the Company in this regard.

26. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company’s operations in future.

27. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENT

The Company is having an adequate internal financial control policy.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013.

The Company is committed to providing a safe and conducive work environment to all of its employees and
associates. As part of its commitment to ethical practices and good corporate governance, the Company has
voluntarily adopted a framework for individuals to seek recourse and redressal in instances of sexual harassment,
even though it is not legally mandated to comply with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

During the year under review, no complaint pertaining to sexual harassment at workplace has been received by
the Company.

29. CORPORATE GOVERNANCE

The Company’s Paid up Capital and Net worth do not exceed the prescribed limits as on the Financial year
2024-2025 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20, 21, 22, 23, 24,
24A, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V
of the SEBI (LODR) Regulation, 2015 is not applicable on the Company.

30. COST AUDITOR

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not
required to appoint a cost auditor for the financial year 2024-2025.

31. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF
SECTION 148 OF THE COMPANIES ACT. 2013

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not
required to maintain any cost records and accordingly such accounts and records are not made and maintained
by the company.

32. INTERNAL AUDITOR

The Company is not required to appoint Internal Auditor as it does not fall within purview of section 138(1) of
Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 and it is not applicable to your
Company.

33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds
of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the
legislation.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against
anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code,
2016.

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

The Company has neither availed any loan from banks or financial institution and hence there is no application
being ever made for One Time Settlement (OTS) with any banks or financial institution.

36. REPORTING OF FRAUDS:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company
under sub-section (12) of Section 143 of the Act.

37. ACKNOWLEDGEMENT

The Board of Directors places on record its gratitude to the government and regulatory authorities,
correspondent banks, for their support. The Board acknowledges the support of the shareholders and also
places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates
to all employees of the Company for their sincere work and commitment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

MAHESH SAPARIYA JALPA SAPARIYA

Managing Director Director

DIN:00414104 DIN:07918214

Date: 16-03-2026
Place: Mumbai