డైరెక్టర్ల నివేదిక Mahip Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the 30 ^th Annual Report on the Business and Operations of the
Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March,
2025.

1. FINANCIAL RESULT

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 summarized as below:

Particulars	2024-25	2023-24
Revenue from Operations	622.81	363.61
Other Income	21.78	51.19
Total Revenue	644.58	414.80
Total Expenses	758.92	853.45
Profit / (Loss) Before Exceptional and Extra Ordinary Items and Tax	-114.33	(438.65)
Exceptional Items	133.42	216.55
Profit / (Loss) before Extra-Ordinary Items and Tax/ Profit Before Tax	19.09	(222.11)
Extraordinary Items	0.00	0.00
Profit / (Loss) after Extra-Ordinary Items and Tax/ Profit Before Tax	19.09	(222.11)
Prior Period Expenses	11.00	0.00
Tax Expense: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Total Tax expense	0.00	0.00
Profit / (Loss) for the Period	8.10	(222.11)

The Financial Statements for the financial year ended on 31 March 2025 forms part of the Annual
Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate
Audited statement of accounts of the Company on its website: https:// www.mahipindustriesltd.in.

2. STATE OF COMPANY''S AFFAIRS / HIGHLIGHTS

Total Profit in revenue for Financial Year 2024-25 is Rs. 8.10/- Lakhs as compared to the total loss of
Rs. 222.11/- Lakhs in revenue sustained in Previous Year 2023-24. The profit before tax for the
Financial Year 2024-25 is Rs. 8.10/- Lakhs as compared to Loss before tax of Rs. 222.11/- Lakhs of
Previous Year 2023-24. Net profit after Tax for the Financial Year 2024-25 is Rs. 8.10/- Lakhs as
against Net Loss after tax of Rs. 222.11/- Lakhs of Previous Year 2023-24.

3. DIVIDEND

T o conserve resources for future prospect and growth of the Company, your Directors regret not to
propose or declare any dividend for the Year under review. (Previous Year - Nil).

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF; established by the Government
of India, after completion of 7(seven) years. Further, according to the IEPF Rules, the shares on
which dividend has not been paid or claimed by the shareholders for 7(seven) consecutive years or
more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of 7(seven)
years in Unpaid Dividend Account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection fund (IEPF).

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in nature of Business of the company.

6. CHANGE OF REGISTERED OFFICE

During the year under review, the company has not shifted its registered office.

7. RESERVES & SURPLUS

During the year under review, there was no amount transferred to any of the reserves by the
Company.

Sr. No.	Particulars	(Rs. in Lakhs)
1.	Balance at the beginning of the year	(2946.84)
2.	Current Year''s Profit / Loss	8.10
3.	Amount of Securities Premium and other Reserves	1,143.12
4.	Transfer to Reserve	Nil
Total		2,938.75

8. WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the
copy of the Annual Return for Financial Year 2024-25, is available on website of the company having
web address as: https://www.mahipindustriesltd.in/

9. SHARE CAPITAL OF THE COMPANY

During the year under review, there has been no change in Authorized and Paid Up share capital of
the Company.

Share Capital	No. of Equity Shares	Face Value (In T)	Total Capital (In T)
Authorized Capital	2,10,00,000 (Two Crore Ten Lakhs only)	10/-	Rs. 21,00,00,000/- (Twenty One Crore)
Issued/Subscribed and Paid up Capital	1,92,39,984 (One Crore Ninety Two Lakhs Thirty Nine Thousand Nine Hundred Eighty Four)	10/-	Rs. 19,23,99,840/- (Rupees Nineteen Crore Twenty Three Lakhs Ninety Thousand Eight Hundred Forty only)

10. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES ON
PREFERENTIAL ISSUE, BONUS ISSUE, RIGHT BASIS etc

During the year, the Company has not raised any amount/Equity Shares by way of Preferential Issue,
Bonus Issue, Right Basis etc.

11. DEMATERIALISATION OF EQUITY SHARES:

As per direction of SEBI and Bombay Stock Exchange Limited, 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 and Central Depository Services (India) Limited and the
Demat activation number allotted to the Company is ISIN: INE00CX01017. Presently shares are held
in electronic and physical mode (99.70% of equity shares are in Demat mode and 0.30% of equity
shares are in physical mode).

12. BOARD MEETINGS AND ATTENDANCE

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 12 (Twelve) times i.e. 01^st May, 2024,
08^th May, 2024, 13^th May, 2024, 15^th May, 2024, 23^rd May,2024, 27^th May, 2024, 20^th July, 2024, 02^nd
September, 2024, 05^th September, 2024, 12^th November,2024, 28^th November,2024, and 19^th March,
2025.

Name of the Director

01st May, 2024

08th May, 202 4

13 th May, 202 4

15 th May, 202 4

23rd May, 2024

27th May, 2024

20 th July, 2024

02nd Sept, 2024

05th Sept, 2024

12 th Nov, 2024

28 th Nov, 2024

19 th March, 2025

Rajiv Govindra m Agrawal

P

P

P

P

P

P

P

P

P

P

P

P

Omkar Patel

P

P

P

P

P

P

P

P

P

P

P

P

Praveen Singh

P

P

P

P

P

P

P

P

P

P

P

P

Dhwani Jaspalsinh Solanki From 08.05.202 4 To 01/08/20 24

P

P

P

P

P

Kinjal Parmar w.e.f. 12/11/20 24

P

P

P- Present at the meeting

A- Absent at the meeting

-:- Not entitled to attend the meeting

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The necessary disclosure with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure- I to this
Report.

14. 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 March 31, 2025 the
applicable accounting standards have been followed and there is 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 profit
/ loss of the Company for the Financial Year ended on March 31, 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,
however the auditor in his report stated that, “ The system of internal financial controls

over financial reporting with regard to the Company were not made available to us to
enable us to determine if the Company has established adequate internal financial control
over financial reporting and whether such internal financial controls were operating
effectively as at March 31, 2025”

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.

15. 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 have been disclosed in the financial statement provided in this
Annual Report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations. There are no materially significant related party transactions made by the
Company with Promoters, Directors or Key Managerial Personnel etc except remuneration, which
may have potential conflict with the interest of the Company at large or which warrants the approval
of the shareholders.

Accordingly, transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014. Additionally, the details of the transactions
with Related Party are provided in the Company''s financial statements in accordance with the
Accounting Standards.

All Related Party Transactions are presented before the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of
all related party transactions is presented before the Audit Committee on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.

The Company has developed a Policy on Related Party T ransactions for the purpose of identification
and monitoring of such transactions and the policy on Related Party T ransactions as approved by the
Board is uploaded on the website of the Company.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - ''AOC-2''- Annexure II.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the Year under review, the auditor has expressed a disclaimer opinion, stating that “ The
system of internal financial controls over financial reporting with regard to the Company were not
made available to us to enable us to determine if the Company has established adequate internal
financial control over financial reporting and whether such internal financial controls were operating
effectively as at March 31, 2025.

18. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are
adequately insured.

19. 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 are following material changes and commitments, affecting the financial position of the
Company which has occurred in the Financial Year 2024-25 and between the end of the financial year
2024-2025 and the date of this report:

A. The Company has repaid the loan aggregating to ^4,00,00,000/- availed from Reliance
Commercial Finance Limited and has accordingly satisfied the charge by filing Form CHG-4
on 30.04 2025. The No Objection Certificate for the said repayment were received from the
lender dated 21st April 2025, acknowledging receipt of ^1,95,00,000/- and ^1,65,00,000/-,
and another dated 30th April 2025, confirming receipt of ^40,00,000/-.

B. The company has received in-principle approval letter for revocation of suspension in trading
of equity shares dated 18^th August, 2025 vide letter no. LIST/COMP/SK/3842025-26 from
BSE.

C. With reference to the mail received from BSE on 16th October 2024, the Company had paid a
sum of Rs. ^43,77,800/- to BSE on 27th November 2024 as follows:

1. Reinstatement Fees of ^20,00,000/- plus GST and

2. *SOP Fines of ^20,17,800/- (inclusive of GST)

*The SOP fines were duly paid by the Company in respect of ail Late fillings/Non fillings/non-
compiiance of regulation 13(3), 33 and 34 of SEBI (Listing Obligations and Disclosure Requirements)
for consecutive three years. The company is now compliant with said regulation of SEBI (LODR).

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

Conservation of energy is of utmost significance to the Company. Operations of the Company are not
energy intensive. However, every effort is made to ensure optimum use of energy by using energy-
efficient computers, processes and other office equipment. Constant efforts are made through
regular/ preventive maintenance and upkeep of existing electrical equipment to minimize
breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques
required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

• Capital investment on energy conservation equipment''s: NIL

Foreign exchange earnings and outgo

Earnings	NIL
Outgo	NIL

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

Your Company has established a comprehensive Risk Management framework and follows a
systematic approach to mitigate risks related to objectives, operations, revenues, and regulatory
compliance. This proactive methodology enables timely mitigation measures and supports the
achievement of defined goals. The Company''s objectives are aligned under four categories - Strategic,
Operations, Reporting, and Compliance.

The Risk Management process is built on three core elements:

1. Risk Assessment

2. Risk Management

3. Risk Monitoring

The Audit Committee is entrusted with the responsibility of assisting the Board in:

• Overseeing and approving the Company''s enterprise-wide risk management framework; and

• Monitoring all key risks faced by the organization.

Key risks along with mitigation measures are presented to the Audit Committee. Significant audit
observations and corresponding follow-up actions are also reported to the Committee. In addition,
the Committee reviews the adequacy and effectiveness of the internal control framework and
supervises the implementation of audit recommendations, particularly those aimed at strengthening
the Company''s risk management policies and systems

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS:

The Company''s Board of Directors comprises an optimal mix of Executive and Non-Executive
members. With active engagement in meetings, the Board ensures transparency and effective
governance. Under the leadership of the Chairman, strategic decisions and policies are framed in
consultation with other Directors, while extending full support to the Executive team and associates

The Directors and Key Managerial Personnel of the Company are summarized below as on 31^st March,
2025:

Sr. No.	Name	Designation	DIN/ PAN
1.	Mr. Rajiv Govindram Agrawal	Whole-Time Director	01922581
2.	Mr. Rajiv Govindram Agrawal	Chief Financial Officer	AAZPA8407A
3.	Mr. Praveen Singh	Independent Director	09660852
4.	Mr. Omkar Patel till 30 th August,2025	Independent Director	08825108
5.	Kinjal Parmar (w.e.f 12.11.2024)	Additional Independent Director	10831250
6.	Ronakbhai Amratbhai Patel w.e.f 30 th August,2025	Additional Non-Executive Director	11269822
7.	Animesh Suthar (w.e.f 20.07.2024)	Company Secretary	AWYPS0378M

The Board received a declaration from all the directors under Section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified
under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015.

a. APPOINTMENT, RESIGNATION AND CHANGE IN DESIGNATION OF DIRECTORS AND
KMP

During the financial year 2024-25, there were below mentioned changes in the board of directors of
the company;

APPOINTMENT/RE-APPOINTMENT

• During the year under review, Ms. Dhwani Jaspalsinh Solanki (DIN: 10299290) has been
appointed as an Additional Independent Director by the Board w.e.f. 8^th May, 2024.

• During the year under review, the Company has appointed Mr. Animesh Suthar as a Company
Secretary & Compliance officer at the board meeting held on 20^th July, 2024.

• Mr. Ronakbhai Amratbhai Patel (DIN: 11269822) has been appointed as an Additional Non¬
Executive Director by the Board w.e.f. 30^th August, 2025 i.e. after the closure of the financial
year but before the date of this Annual report.

REGULARIZATION

• The tenure of Ms. Kinjal Parmar (DIN: 10831250) is due to end ensuing Annual General
Meeting. With respect to the same, the Company shall at the ensuing Annual General Meeting

(“AGM”) seek the shareholders'' approval for re-appointment of the above mentioned director
as Independent Director.

• The tenure of Mr. Ronakbhai Amratbhai Patel (DIN: 11269822) is due to end on ensuing
Annual General Meeting. With respect to the same, the Company shall at the ensuing Annual

General Meeting (“AGM”) seek the shareholders'' approval for re-appointment of the
abovementioned director as Non-Independent Director.

The details as required under the provisions of the Companies Act, 2013 and Regulations issued
by SEBI forms part of the AGM Notice which is annexed with the Annual Report.

RESIGNATION:

• During the year under review, Ms. Dhwani Jaspalsinh Solanki (DIN: 10299290) has resigned
from the post of Additional Independent Director w.e.f 01^st August, 2024.

• Mr. Omkar Patel (DIN: 08825108) has resigned from the post of Independent Director w.e.f
30^st August, 2025 2025 i.e after the closure of the financial year but before the date of this
Annual report.

RETIREMENT BY ROTATION:

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire
by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Rajiv
Govindram Agrawal (DIN: 01922581), Whole Time Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the
disclosure received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013. Your
directors recommend her re- appointment.

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.

23. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and other applicable regulations if any (i) Mr. Omkar Patel, (ii) Mr.
Praveen Singh and (iii) Ms. Kinjal Parmar are the Independent Directors of the Company as on date
of this report.

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations
and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have
given the necessary declaration that they meet the criteria of independence laid down under Section
149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the
Act. Such declarations include the confirmation to the effect that the Independent Directors have
included their names in the Database maintained by the Indian Institute of Corporate Affairs and they
have paid the necessary fees for the said registration and shall renew the registration timely.

24. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

During the year under review, your company does not have Holding, Associate or Subsidiary
Company, accordingly this point is not applicable on the company.

25. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange 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 SME listed Company. Hence Corporate Governance does not form part of this Board''s Report.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture and/or associate company as on 31.03.2025.

The Company in its board meeting dated 16.01.2024, approved disinvestment of its entire stake
holding of 49.80% equity shares in Arnav Fibres Private Limited.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014 regarding Corporate Social Responsibility are not applicable to the
Company.

28. DEPOSITS

The Company has accepted loans/deposits in contravention of the provisions of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Necessary
compliance including filing of returns and maintenance of required records has not been made.

Additionally, As on 31^st March, 2025, there is outstanding loan taken from Shareholders, relative of
directors and other person and it will be treated as Deposits and hence the Company has not
complied with provision of the Companies (Acceptance of Deposits) Rules, 2014.

29. 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 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.

This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the
Independent Directors in their separate meeting being held every year. The Policy has been placed
and can be accessed on the Website of the Company at https:// www.mahipindustriesltd.in/.

30. STATUTORY AUDITOR

M/s B. A. Bedawala & Co, Chartered Accountants, Ahmedabad (FRN: 101064W), were appointed as
Statutory Auditors of the Company for the F.Y. 2024-25 at the Extra-ordinary General Meeting held
on 24th December, 2024 in order to fill casual vacancy occurred due to resignation of M/s. Jigar Shah
& Associates.

M/s. B. A. Bedawala & Co., Chartered Accountants are proposed to be re-appointed at the ensuing
Annual General Meeting of the Company.

The explanations / comments made by the Board relating to the qualifications, reservations or
adverse remarks made by the Statutory Auditor are as follows:

Sr. No.	Query	Management Reply
1.	Balance confirmation statements from parties in respect of Trade Receivables, Trade Payables, Loans and Advances (given or received), and Other Advances have not been obtained and made available for our verification. Consequently, we are unable to comment upon the accuracy and completeness of these balances as appearing in the financial statements.	The management is of the opinion that the company has recorded all statements balances outstanding in the financial statement relating to the trade receivables/trade payables/ loans and other advances given or taken
2.	The Company has accepted loans/deposits in contravention of the provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Necessary compliance including filing of returns and maintenance of required records has not been made.	The management is of the opinion that currently, the company is repaying loan taken from any other person and which is considered as deposits under the Companies Act, 2013 read with the Companies (Acceptance of deposits) Rules, 2014.
3.	The company has not undertaken any revaluation of its fixed assets at the end of the reporting period, which is in contravention of the requirements prescribed under Accounting Standard (AS) 10- Property, Plant and Equipment.	The management has assessed that the company faces some difficulties for carrying on business so the company was not able to comply with Accounting Standard (AS) 10. However, the management is giving assurance to comply the same in future.

The Statutory auditor of the company has expressed qualified opinion for the financial statement of
F.Y 2024-2025 of the company.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances
of frauds committed in the Company by its Officers or Employees under section 143(12) of the
Companies Act, 2013

31. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed
M/s. Mukesh J & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial Audit
of the company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year
ended 31^st March, 2025 is annexed herewith marked as Annexure-III to this Report.

The explanations / comments made by the Board relating to the qualifications, reservations or
adverse remarks made by the Secretarial Auditor are as follows:

Sr. No.	Query	Management Reply
1	During the period under review, out of the three, one of the Independent Directors of the Company had not applied for inclusion / renewal of their name in the Independent Director data bank as per rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Therefore, as on date of this report one of the Independent Director is not eligible to act as independent director as he is not registered in Independent Directors Data Bank	The management declares that as on date of this report, The said Independent director has resigned from his post w.e.f 30th August, 2025 due to personal commitments.
2	The company is in violation of Companies (Acceptance of Deposits) Rules, 2014, specifically Rule 3, which outlines restrictions on accepting or renewing deposits	The management is of the opinion that currently, the company is repaying loan taken from any other person and which is considered as deposits under the Companies Act, 2013 read with the Companies (Acceptance of deposits) Rules, 2014.
		The will take suitable measures to repay the loans/deposits as per applicable provisions and shall conclude the same in the ensuing financial year.
3	During the period under review, the company had not made timely compliances with the SDD compliance requirements, pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. However, as on date the company is SDD Compliant and has taken adequate remedial measures to ensure continued compliance in future	The management is of the opinion that they have taken adequate remedial measures to ensure continued SDD compliance as on date of this report. Additionally, as on date of this report, the company is SDD Compliant.
4	During the period under review i.e. from 1st April, 2024 till 19th July, 2024, the company had not made appointment of Company Secretary and Compliance Officer as required under the provisions of section 203 of the Companies Act, 2013. However, Mr. Animesh Suthar, was appointed as the Company Secretary and Compliance Officer of the company w.e.f. 20th July, 2024; Accordingly, as on date, the company is	The management is of the opinion that, the company has appointed Mr. Animesh Suthar, as the Company Secretary and Compliance Officer of the company w.e.f. 20 th July, 2024;

	compliant with the provisions of section 203 of the Companies Act, 2013	Accordingly, as on date, the company is compliant with the provisions of section 203 of the Companies Act, 2013
5	During the period under review, the company has failed to meet the two working days'' gap as required under regulation 29 of the SEBI (LODR) Regulations, 2015; for prior board meeting intimation pertaining to approval of the financial results of the company for the half year and financial year ended 31st March, 2024	The management clarifies that our company will be more diligent in adhering with all the applicable SEBI listing regulations from time to time and further ensures timely compliance in future too.
6	During the period under review, the company had filed Form INC-28 with ROC, giving notice of order dated 30th May, 2022; passed by NCLT under section 12A- Withdrawal of application admitted under section 7, 9 or 10 of the Insolvency and Bankruptcy Code, 2016. However, the company had inadvertently failed to intimate the same to the stock exchange under regulation 30 of the SEBI (LODR) Regulations, 2015 as amended from time to time.	The management of the company regrets the non intimation of Initiation and withdrawal of application admitted under section 7, 9 or 10 of the Insolvency and Bankruptcy Code, 2016. Additionally, The management clarifies that our company will be more diligent in adhering with all the applicable SEBI listing regulations from time to time and further ensures timely
7	During the period under review, the Related Party transactions entered into by Company are not in agreement with Companies Act, 2013.	The management clarifies that our company will be more diligent in adhering with all the applicable SEBI listing regulations and other applicable acts from time to time and further ensures timely

32. INTERNAL AUDITORS

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts)
Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Anil
Luhar & Associates and Company, Chartered Accountants, FRN: 159331W as an Internal Auditor of
Company for the F.Y. 2024-2025. The Internal Auditors submit their reports on half yearly basis to
the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.

33. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme
for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced
to the Company culture, through appropriate training programmes. Such kind of training
programmes helps develop relationship of the directors with the Company and familiarize them with
Company processes.

The management provides such information and training either at the meeting of Board of Directors
or at other places.

The induction process is designed to:

• build an understanding of the Company''s processes and

• fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil mechanism/Whistle Blower Policy to deal with instance of fraud
and mismanagement, unethical behaviour, if any in compliance with Listing Regulations and
Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making
Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards
against victimization of Whistle Blower who avail of such mechanism and also provides for direct
access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle
Blower mechanism is reviewed by the Audit Committee on a quarterly basis. As on date, none of the
stakeholders have raised any Whistle Blower concern.

The confidentiality of those reporting violation is maintained and they are not subjected to any
discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the
notice of the Management or Audit Committee during the year ended 31st March, 2025.

We affirm that during the financial year 2024-25, no employee or director was denied access to the
Audit Committee.

35. REPORT OF COST AUDITOR

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, your Company is not required to maintain cost records
under said rules.

36. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee were held on 01^st May,
2024, 08^th May, 2024, 27^th May, 2024, 02nd September, 2024, 05^th September, 2024, 12^th November,
2024, 28^th November, 2024 and 19^th March, 2025 the attendance records of the members of the
Committee are as follows:

Name	Designation	01st May, 2024	08th May, 2024	27th May, 2024	02nd Sept, 2024	05th Sept, 2024	12th Nov, 2024	28 th Nov, 2024	19 th March, 2025
Praveen Singh	Chairperson	P	P	-	P	P	P	-	-
Ms. Kinjal Parmar w.e.f 12.11.2024	Chairperson							P	P
Dhwani Jaspalsinh Solanki 08.05.2024 To 01.08.2024	Chairperson			P
Mr. Rajiv Govindram Agrawal	Member	P	P	P	P	P	P	P	P
Mr. Omkar Patel till 30th August, 2025	Member	P	P	P	P	P	P	P	P
Mr. Praveen Singh w.e.f. 30th August, 2025	Member

(The details of Committee members are as on the date of Directors'' Report)

Notes:

• Ms. Dhwani Jaspalsinh Solanki has ceased to be Member of the Auditor Committee w.e.f 01^st
August, 2024

• Mr. Omkar Patel has ceased to be Member of the Auditor Committee w.e.f 30^th August,2025

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 the members of the Nomination and Remuneration
committee, was held on 08^th May, 2024, 27^th May, 2024, 20^th July, 2024, 05^th September, 2024, 12^th
November, 2024 and the attendance records of the members of the Committee are as follows:

Name	Designation	08th May, 2024	27th May,2024	20 th July, 2024	05 th Sept,2024	12th Nov,2024
Ms. Kinjal Parmar w.e.f 12.11.2024	Chairperson
Dhwani Jaspalsinh Solanki 08.05.2024 To 01.08.2024	Chairperson		P	P
Praveen Singh	Member	P	-	P	P	P
Mr. Rajiv Govindram Agrawal	Member	P	P		P	P
Mr. Omkar Patel till 30th August, 2025	Member	P	P	P	P	P
Mr. Ronakbhai Amratbhai Patel w.e.f 30th August, 2025	Member

(The details of Committee members are as on the date of Directors'' Report)

Notes:

• Ms. Dhwani Jaspalsinh Solanki has ceased to be Member of the Nomination and
Remuneration Committee w.e.f 01^st August, 2024.

• Mr. Omkar Patel has ceased to be Member of the Nomination and Remuneration Committee
w.e.f 30^th August, 2025

C. Composition of Stakeholder Relation Committee:

During the year under review, meeting of the Stakeholder Relation committee was held on 08^th May,
2024, 27^th May, 2024, 05^th September, 2024 and 12^th November,2024 and the attendance records of
the members of the Committee are as follows:

Name	Designation	08 th May, 2024	27th May,2024	05th Sept,2024	12 th Nov,2024
Mr. Omkar Patel till 30th August, 2025	Chairperson	P	P	P	P
Praveen Singh	Chairperson	P	-	P	P
Ms. Kinjal Parmar w.e.f 12.11.2024	Member
Dhwani Jaspalsinh Solanki 08.05.2024 To 01.08.2024	Member		P
Mr. Rajiv Govindram Agrawal	Member	P	P	P	P

(The details of Committee members are as on the date of Directors'' Report)

Notes:

• Ms. Dhwani Jaspalsinh Solanki has ceased to be Member of the Stakeholder Relation
Committee w.e.f 01^st August, 2024.

• Mr. Omkar Patel has ceased to be Member of the Stakeholder Relation Committee w.e.f 30^th
August, 2025.

37. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and
SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government
under section 118(10) of the Companies Act, 2013.

38. PROMOTERS

As on March 31, 2025, the Promoter & Promoter Group holding 1,25,83,624 Equity Shares in the
Company which represents 65.40% of the Company''s subscribed, issued & paid-up Equity Share
Capital.

The members may note that the shareholding and other details of Promoter & Promoter Group has
been provided in Annual Return.

39. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares during the year under review and hence no
information as per provisions of Section 62(1)(b) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

40. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

41. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

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

Your company believes in providing a healthy, safe and harassment-free workplace for all its
employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has established an Internal Complaints Committee as per the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The

Company is committed to create and maintain an atmosphere in which employees can work together
without fear of sexual harassment and exploitation. Every employee is made aware that the Company
strongly opposes sexual harassment and that such behavior is prohibited both by law and the
Company. During the year under review, there were no complaints received of any sexual harassment
at work place.

Your Directors further states that during the year under review, the following cases filed pursuant to
the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a.	Number of complaints of Sexual Harassment received in the Year	NIL
b.	Number of Complaints disposed off during the year	NIL
c.	Number of cases pending for more than ninety days	NIL

43. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS:

The details of a significant material order passed by the Court which may impact the going concern
status of the Company and its future operations is provided below:

Sr. No.	Particulars	Litigation filed by	Current Status	Next hearing date	Amount Involved (Rs. In Crores)	Remark
1	Summary suit (Civil) filed under Code Of Civil Procedure, 1908 Filling Date: November, 2022 Registration No. 19/2022	Petitioner Ushaben Shivprakash Tulsiyan	Pending	10-09¬ 2025	Rs. 0.65/- Stage of Case: Final argument	Both cases pertain to a single claim filed across two sections
2	Case filed under negotiable instruments act, 1881 Filling date: 12th August, 2021	Petitioner Ushaben Shivprakash Tulsiyan & Others	Pending	-08-10¬ 2025
3.	Company Petition IB(IBC)	Petitioner: SMRVA	Disposed Off/ withdrawn	N.A.	Rs. 6.47	Disposed Off/ withdrawn

	Filling date: 2nd August,	Infrastructure				on
	2024	Projects Private				05.08.2025
	Reg No. C.P. (IB)/258/AHM/2024	Limited

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

There is following Application/Proceeding resolved under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year:

1. The National Company Law Tribunal, Ahmedabad vide its order dated 09^th August,2024 has
granted the permission to withdraw the main CP and accordingly the Corporate Insolvency
Resolution Process (CIRP) of the Corporate Debtor namely, Mahip Industries Limited stands closed
as the Applicant and Respondent have settled the dispute/matter. The company (Corporate Debtor)
was admitted in CIRP vide order dated 27.04.2022. Accordingly, the Company Status under Master
data of the company was updated from “Under CIRP” to “Active”.

During the year under the review, there were no applications made or proceedings pending in the
name of the company under the insolvency and bankruptcy code, 2016.

45. DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.

46. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the Company''s operations, prepared in
accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), and approved by the Board of Directors, is
presented in a separate section and forms an integral part of this Report as Annexure-IV.

47. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under the review, there has no one time settlement of loans taken from banks and
financial institutions.

49. MATERNITY BENEFIT

The Company is committed to upholding the rights and welfare of its employees, particularly in
relation to maternity benefits. In accordance with the Maternity Benefit Act, 1961, we have
established a comprehensive formal policy that outlines the provisions and entitlements available to
our employees during maternity leave.

This policy ensures that all eligible employees receive the benefits mandated by the Act, including
paid maternity leave, medical benefits, and job security upon their return to work. We regularly
review and update our policy to ensure compliance with any amendments to the Act and to reflect
best practices in supporting our employees.

50. 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

Survey No. 127, Jalalpur - Godhneshwar Mahip Industries Limited

Dholka - Bagodara Highway, Ahmedabad -
387810

Sd/-

Place: Ahmedabad Rajiv Govindram

Date: 30/08/2025 Agrawal

Whole-Time Director
and chairman
DIN:01922581

---

Mar 31, 2024

Your Directors are pleased to present the 29^th Annual Report on the Business and Operations of the
Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and
for the previous Financial Year ended on 31^st March, 2023 is given below:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	363.61	(207.24)
Other Income	267.74	71.79
Total Revenue	631.35	(135.45)
Total Expenses	853.45	168.40
Profit / (Loss) Before Exceptional and Extra Ordinary Items and Tax	(222.11)	(303.85)
Exceptional Items	0.00	0.00
Profit / (Loss) before Extra-Ordinary Items and Tax/ Profit Before Tax	(222.11)	(303.85)
Extraordinary Items	0.00	0.00
Profit / (Loss) after Extra-Ordinary Items and Tax/ Profit Before Tax	(222.11)	(303.85)
Tax Expense: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Total Tax expense	0.00	0.00
Profit / (Loss) for the Period	(222.11)	(303.85)

2. OPERATIONS (Pending)

Total loss in revenue for Financial Year 2023-24 is Rs. 222.11 Lakhs as compared to the total loss
of Rs. 303.85 Lakhs in revenue sustained in Previous Year 2022-23. The loss before tax for the
Financial Year 2023-24 is Rs. 222.11 Lakhs as compared to Loss before tax of Rs. 303.85 Lakhs of
Previous Year 2022-23. Net Loss after Tax for the Financial Year 2023-24 is Rs. 222.11 Lakhs as
against Net Loss after tax of Rs. 303.85 Lakhs of Previous Year 2022-23.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in nature of Business during the year under review.

4. ANNUAL RETURN

The Annual Return for Financial Year 2023-24 as per provisions of the Act and Rules thereto, is
available on the Company''s website at https://www.mahipindustriesltd.in/

5. BOARD MEETINGS AND ATTENDANCE

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 7 (Seven) times i.e. 30^th May, 2023,
04^th July, 2023, 12^th October, 2023, 31^st October, 2023, 22^nd November, 2023, 16^th January, 2024
and 01^st March, 2024.

6. 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 March 31, 2024 the
applicable accounting standards have been followed and there is 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 profit / loss of the
Company for the Financial Year ended on March 31, 2024.

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.

7. 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.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related Party Transactions that were entered into during the financial year were on an arm''s
length basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest
of the Company at large. All Related Party Transactions are placed before the Audit Committee for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are
repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on
a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

The Company has adopted a Related Party Transactions Policy.

The details have been enclosed pursuant to clause (h) of subsection (3] of Section 134 of Companies
Act, 2013 read with Rule 8(2] of the Companies (Accounts] Rules 2014 - ''AOC-2''- Annexure 1.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of the
Company. The management regularly monitors the safeguarding of its assets, prevention and
detection of frauds and errors, and the accuracy and completeness of the accounting records including
timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness and
efficiency of these systems and procedures to ensure that all assets are protected against loss and that
the financial and operational information is accurate and complete in all respects.

10. RESERVES & SURPLUS

Sr. No.	Particulars	(Rs. in Lakhs)
1.	Balance at the beginning of the year	(3,887.85)
2.	Current Year''s Profit / Loss	(222.11)
3.	Amount of Securities Premium and other Reserves	1,143.12
4.	Transfer to Reserve	20
Total		(2,946.84)

11. DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to
declare Dividend for the Financial Year 2023-24 (Previous Year - Nil).

12. 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 are no material changes and commitments, affecting the financial position of the Company which
has occurred in the Financial Year 2023-24.

13. TRANSFER TO THE 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.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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. Further, there was no foreign
exchange earnings and outgo during the Financial Year 2023-24 (Previous Year - Nil].

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

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks
towards the key business objectives of the Company. Major risks identified by the business and
functions are systematically addressed through mitigating actions on a continuing basis.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name	Designation	DIN/ PAN
1.	Mr. Rajiv Agrawal	Whole-Time Director	01922581
2.	Mr. Rajiv Agrawal	Chief Financial Officer	AAZPA8407A
3.	Mr. Praveen Singh	Independent Director	09660852
4.	Mr. Omkar Patel	Independent Director	08825108

Further, Ms. Riddhi Kumar resigned from the post of Independent Director w.e.f 12.10.2023.

After end of financial year 2023-24 and before date of Director Report, Ms. Dhwani Jaspalsinh
Solanki was appointed as an Additional Independent Director by the Board w.e.f. 8^th May, 2024.
Thereafter, Ms. Dhwani Jaspalsinh Solanki has resigned from the office of directorship w.e.f. 01^st
August, 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 2023-24 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

17. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Omkar Patel, Mr. Praveen Singh and Ms. Riddhi Kumar, Independent Directors (now ceased from
directorship of the Company] of the Company had confirmed to the Board that they met the criteria
of Independence as specified under Section 149 (6] of the Companies Act, 2013 and they qualify to be
Independent Director. They had also confirmed that they met the requirements of Independent
Director as mentioned under Regulation 16 (1] (b) of SEBI (Listing Obligation and Disclosure
Requirements] Regulations, 2015. The confirmation was noted by the Board.

18. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange 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.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture and/or associate company as on 31.03.2024.

The Company in its board meeting dated 16.01.2024, approved disinvestment of its entire
stakeholding of 49.80% equity shares in Arnav Fibres Private Limited.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014 regarding Corporate Social Responsibility are not applicable to the
Company.

21. 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.

22. 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 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.

23. STATUTORY AUDITOR

The explanations / comments made by the Board relating to the qualifications, reservations or
adverse remarks made by the Statutory Auditor are as follows:

In the absence of the actuarial valuation report, the impact on loss for the year on account of such
valuation is not ascertainable and relevant disclosures not been given. The Company has not made
provision for gratuity and leave encashment for the year. This is not in compliance with AS-19 and
AS-15 Employee Benefits. Had the provision been made in the financial statements, Employee Benefits
and loss for the year, as per the Statement of Profit & Loss would have been higher by the amount of
such provision and the long-term investments, long-term and short-term loans and advances and the
Shareholder''s funds, as per the Balance Sheet would have been lower by the same amount.

Reply 1:

The Management has assessed that the Company faces some difficulties for carrying on business so
the company was not able to comply with AS-19 and AS-15 for Employee Benefits. However, the
Management is giving assurance to comply the same in future.,

Query 2:

The company has violated the TDS provisions of the Income Tax Act, 1961 and has made default in
deduction of TDS and on the payments made to the parties and the TDS deducted is also not paid to
the government account within the time limit prescribed under the Income Tax Act, 1961.

Reply 2:

The Management has assessed that as the company faces some difficulties for carrying on its business
from last one year.

Accordingly, the Company fails to comply the TDS provisions of the Income Tax Act, 1961. However,
the Management gives assurance that the company will comply TDS provisions of the Income Tax Act,
1961 in future.

Query 3:

The balance confirmation statements for outstanding in the statements relating to the trade
receivable/trade payable/loans and advances given or taken and other advances given or received
have not been made available to us.

Reply 3:

The Management is in opinion that the Company has recorded all statements balances outstanding in
the financial statements relating to trade receivable/trade payable/loans and other advances given
or taken.

Query 4:

Re-grouping is done for certain accounts, the reasons for the same are not explained to us.

Reply 4:

The Management is in opinion that one or two accounts has been re-grouped in the Company''s
interest.

Provision for Expenses Receivable of RS. 1.04 crores are sued by the company and it is pending in
court. Hence they made entry according to it..

Reply 5:

The Management assessed that Case is pending with Court and they have assured that order of the
Court will be in favour of the Company.

Query 6:

The Company filled case against One of the Party name SMRVA INFRASTRUCTURE PROJECTS PVT
LTD of RS. 1.84 Crores for party not taken the delivery and that cause company incurred losses.

Reply 6:

The Management assessed that Case is pending with Court and they have assured that order of the
Court will be in favour of the Company.

Query 7:

The company has violated the provisions of the Companies Act, 2013 by providing depreciation on
rates provided by Income Tax Act, 1961 and not the parent Law the Companies Act, 2013.

Reply 7:

The Management has assessed that the company faces some difficulties for carrying on business so
the company was not able to comply with provision of the Companies Act, 2013 and has calculated
depreciation as rates provided by Income Tax Act, 1961 However, the Management is giving
assurance to comply the same in future.

Query 8:

Related Party transactions entered into by Company are not in agreement with Companies Act, 2013.
Reply 8:

The Management has assessed that the Company faces some difficulties for carrying on business so
the company was not able to comply with provision of the companies Act, 2013. However, the
Management is giving assurance to comply the same in future.

Query 9:

The Company has not been making revaluation of the Fixed Assets on the end of reporting periods in
violation to Accounting Standard-16.

The Management has assessed that the Company faces some difficulties for carrying on business so
the company was not able to comply with Accounting Standard-16. However, the Management is
giving assurance to comply the same in future.

Query 10:

The Company has received and advanced money to many persons in individual capacity and other
corporate entities. As per audit procedures and explanations given to us, we are of the opinion that
these transactions entered into by the company is in contravention to the section 185 and section 186
of the Companies Act, 2013. Furthermore, we are of the opinion that there is no written agreement
for the repayment of the amount advanced and no provision of interest accrued is made in the
financial Statements.

Reply 10:

The Management has assessed that the Company faces some difficulties for carrying on business so
the company was not able to comply with provision of the companies Act, 2013. However, the
Management is giving assurance to comply the same in future.

24. SECRETARIAL AUDITOR

The Board has appointed M/s. Mukesh J & Associates, Company Secretaries, Ahmedabad to conduct
Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year
ended 31^st March, 2024 is annexed herewith marked as Annexure-2 to this Report. The explanations
/ comments made by the Board relating to the qualifications, reservations or adverse remarks made
by the Statutory Auditor are as follows:

Query 1:

Compliance certificates under Regulation 74(5) of the Securities and Exchange Board India
(Depository and Participant) Regulations, 2018 for the Quarter ended on 30 ^th June, 2023, and 30 ^th
September, 2023 were not submitted by the Company within time limit as prescribed.

Reply 1:

The company has not filed Compliance Certificates under Regulation 74(5) for the quarter ended on
30^th June, 2023, and 30^th September, 2023 However, the Company has filed all Compliance Certificates
under Regulation 74(5) as on date.

Query 2:

Non-Compliance of Regulation 34 of the Securities and Exchange Board India (Listing Obligation and
Disclosure Requirements) Regulations, 2015 which stipulates that listed entity shall submit to the
stock exchange and publish to its website a copy of Annual Report. The Company has not submitted
Annual Report to the Stock Exchange for the financial year 2022-23 within stipulated period.

Reply 2:

The Company has not submitted Annual Report to the Stock Exchange for the Financial Year 2022-23
within stipulated period However, the Company has submitted Annual Report to the Stock Exchange
as on date.

Audited and Unaudited financial results as per Regulation 33 of the Securities and Exchange Board
India (Listing Obligation and Disclosure Requirements) Regulations, 2015 for Half Year ended on 31^st
March, 2023 and 30^th September, 2023 was not submitted within stipulated time period.

Reply 3:

The Company has not submitted financial result for the half year ended 31^st March, 2023 and 30 ^th
September, 2023 within stipulated period However, the Company has submitted financial result for
the same as on date.

Query 4:

The Company has not submitted Reconciliation of Share Capital Audit Report for the quarter ended
31^st March, 2023, 30^th June, 2023, 30^th September, 2023, and 31^st December, 2023 within 30 days from
the end of the quarter to the stock exchange as per Regulation 76 of The Securities and Exchange
Board of India (Depository and Participant) Regulations, 2018.

Reply 4:

The Company has not submitted Reconciliation of Share Capital Audit Report for the quarter ended
31^st March, 2023, 30^th June, 2023, 30^th September, 2023 and 31^st December, 2023 However, the
Company has submitted the same as on date.

Query 5:

Website of the Company is not updated as per Regulation 46 of the Securities and Exchange Board
India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Reply 5:

Company is in process to update the website of the Company.

Query 6:

Independent Directors of the Company had not applied for inclusion / renewal of their name in the
data bank as per rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Reply 6:

Company is in process to comply the said non-compliance However, After expiry of the Financial Year
2023-24 but before date of board, the Company has appointed Independent Director who is registered
in Independent Director data bank.

Query 7:

The Company has not filed E-form DPT-3 for the Financial Year ended 31^st March, 2023 as per Rule
16 of the Companies (Acceptance of Deposits) Rules, 2014 and E-form MGT-14 for approval of
financial statement, the Board''s report for the Financial Year ended 31^st March, 2023, for appointment

of internal auditors and secretarial auditor as per Section 179(3] read with Rule 8 of Companies
(Meetings of Board and its Powers) Rules, 2014.

Reply 7:

Company is in process to file the pending form as the MCA is showing status Under CIRP. However, as
of now, the company is active and therefore, the company is in process of filing of Pending Form.

Query 8:

The Company has not appointed Company Secretary as per Section 203 of the Companies Act,
2013 during the year under review.

Reply 8:

Company is in process to appoint the suitable candidate for the post of Company Secretary of the
Company. However, the Company has appointed Company Secretary and Compliance officer of the
company after end of the financial year 2023-24 but before date of Board report.

Query 9: The Statement of Investor Complaints for the quarter ended on March, 2023, June, 2023, and
September, 2023 has not been submitted within 21 days from the end of the quarter.

Reply 9:

The company has submitted the Statement of Investor Complaints for the quarter ended on March,
2023, June, 2023, September, 2023 after expiry of 21 days from the end of the quarter.

Query 10: The Shareholding Pattern for the half year ended on March, 2023, June, 2023 and
September, 2023 has not been submitted within 21 days from the end of the half year.

Reply 10:

The company has submitted Shareholding Pattern for the half year ended on September, 2023 and
March, 2023 after expiry of 21 days from the end of the half year.

Query 11: The Company has not submitted Form AOC-4 under Section 136 and MGT-7 under Section
92 of the Companies Act, 2013 for the financial year 2021-22, 2022-23.

Reply 11:

The Company is in process to file Form AOC-4 and Form MGT-7 for the F.Y. 2021-22 and 2022-23
However, the company is not able to file the same as MCA is showing status as under CIRP. However,
as of now, the company is active and therefore, the company is in process of filing of Pending Form

Query 12: The Company has not maintained SDD Software for recording Price Sensitive Information
as on 31^st March, 2024. However After end of the financial year 2023-24 but before the date of Board
Report, the company has installed SDD Software and recorded price sensitive information in delay
manner.

The Company has installed SDD software and the Company has recorded price sensitive information
and the company has filed SDD certificate as on date.

Query 13: The Company has not filed intimation for calling board meeting in which financial results
are to be considered.

Reply 13:

The Company is not able to intimate to stock exchange back dated However, as of now, the company
has committed to comply the same in future.

Query 14.: The Company has intimated resignation by Ms. Riddhi Rajendra Kumar, the Independent
Director of the company to the stock exchange in delayed manner i.e. not done within 24 hours of
occurrence of event.

Reply 14:

As per Regulation 30, in case of resignation of Independent Director, The company is required to
intimation to Stock Exchange along with reason of resignation and other required details as specified
within 7 days and therefore, the company has submitted accordingly.

Query 15.: The Board composition of the company is improper as no women director appointed on
the board of the company.

Reply 15:

During the Financial year, the company has one woman Director i.e. Ms. Riddhi Kumar However, she
has resigned from office of directorship w.e.f. 12^th October, 2023 and The company was in process of
appointment of Suitable candidate of Woman Director and finally, the company has got one of the
independent director i.e. Ms. Dhwani Jaspalsinh Solanki who was appointed on 08^th May, 2024
However, unfortunately, she has resigned from the office of directorship w.e.f. 01^st August, 2024.
Currently, the company is in process of finding of suitable candidate of woman director.

25. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy in compliance with Listing Regulations and
Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected
Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against
victimization of Whistle Blower who avail of such mechanism and also provides for direct access to
the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle Blower
mechanism is reviewed by the Audit Committee on a quarterly basis. As on date, none of the
stakeholders have raised any Whistle Blower concern.

26. REPORT OF COST AUDITOR

Provisions of Section 148 of Companies Act, 2013 are not applicable to the Company and hence no
disclosures are required in that regard.

27. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee were held on 30 ^th May,
2023, 4^th July, 2023, 31^st October, 2023 & 16^th January, 2024 and the attendance records of the
members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Ms. Riddhi Kumar till 12th October, 2023	Chairperson	2	2
2. Mr. Rajiv Agrawal	Member	4	4
3. Mr. Omkar Patel	Member	4	4

(The details of Committee members are as on the date of Directors'' Report)

Ms. Riddhi Kumar has ceased to be Chairperson of the Auditor Committee w.e.f. 12^th October, 2023.
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 the members of the Nomination and Remuneration
committee, was held on 04^th July, 2023 and 12^th October, 2023 and the attendance records of the
members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Ms. Riddhi Kumar	Chairperson	1	1
2. Mr. Omkar Patel	Member	2	2
3. Mr. Praveen Singh	Member	2	2

(The details of Committee members are as on the date of Directors'' Report)

Ms. Riddhi Kumar has ceased to be Chairperson of the Nomination and Remuneration Committee w.e.f.
12^th October, 2023.

C. Composition of Stakeholder Relation Committee:

During the year under review, meeting of the Stakeholder Relation committee was held on 12^th April,
2023, 04^th July, 2023, 12^th October, 2023 & 16^th January, 2024 and the attendance records of the
members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Mr. Omkar Patel	Chairperson	4	4
2. Ms. Riddhi Kumar till 12th October, 2023	Member	2	2
3. Mr. Rajiv Agrawal	Member	4	4

(The details of Committee members are as on the date of Directors'' Report]

Ms. Riddhi Kumar has ceased to be Member of the Stakeholder Relation Committee w.e.f. 12^th October,
2023.

28. 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.

29. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof is not applicable to the Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS

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-3.

31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under the review, there were no applications made or proceedings pending in the
name of the company under the insolvency and bankruptcy code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under the review, the company has paid Amount of Rs. 27.78 Crore (Against last
verbal offer of Rs. 24.55 Cr.) Against Memoranda dues of Rs. 41,27,16,166/- as on 31^st December, 2022
as per competent authority and Competent Authority has approved waiver of future interest w.e.f.
01^st January, 2023 in full and final settlement of account.

33. 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

Survey No. 127, Jalalpur - Godhneshwar Dholka Mahip Industries Limited

- Bagodara Highway, Ahmedabad - 387 810

Sd/- Sd/-

Rajiv Agrawal Omkar Patel

Place: Ahmedabad Whole-Time Director Director

Date: 05/09/2024 DIN: 01922581 DIN: 08825108