డైరెక్టర్ల నివేదిక Minal Industries Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 37^th Annual Report of the Company along
with the Audited Financial Statements, for the period ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The Company''s performance during the year ended 31^st March, 2025 as compared to the
previous financial year, is summarized below:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income (including Other Income)	99.58	167.77	5215.71	4017.58
Less: Depreciation	3.65	3.67	54.70	52.66
Less: Other Expenses	207.92	103.46	4742.70	3724.47
Profit/ (Loss) Before Exceptional Items and Taxation	(111.99)	60.64	418.31	240.45
Exceptional Items	--	(408.99)	--	(408.99)
Tax Expenses (Net)	(0.48)	(0.87)	(2.69)	39.33
Net Profit after tax	(111.51)	(347.48)	421.00	(207.88)

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement forms part of the Annual Report.

3. STATEMENT OF COMPANY''S AFFAIRS:

During the financial year under review and as per the Standalone Financial Statements,

(a) the turnover of the Company in the financial year ended as on March 31, 2025 is
(INR in Lakhs) 77.85/- as against (INR in Lakhs) 105.33/- the previous year ended as
on March 31, 2024; and

(b) the profit of the Company in the financial year ended as on March 31, 2025 is (INR in
Lakhs) (111.51)/- as against Lakhs of (INR in Lakhs) (347.46)/- in the previous year
ended as on March 31, 2024.

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

There was no change in the nature of business of the Company.

5. DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve resources, your directors do not recommend dividend for the year
ended 31^st March, 2025 with a view to conserve resources.

No amount is being transferred to reserves during the year under review.

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

There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.

The Company is in the process of transferring unclaimed Dividend to Investor Education
and Protection Fund.

7. CHANGES IN SHARE CAPITAL:

There has been no changes in the Share Capital of the Company.

The authorized share capital of the Company as on March 31, 2025 is INR 63,00,00,000/-
(Indian Rupees Sixty Three Crores Only) divided into 31,50,00,000 (Thirty One Crores Fifty
Lakhs) Equity Shares of INR 2/- (Indian Rupee Two Only) each.

The Paid share capital of the Company as on March 31, 2025 is INR 38,38,01,000 /-
(Indian Rupees Thirty Eight Crores Thirty Eight Lakhs One Thousand Only) divided into
19,19,00,650 (Nineteen Crore Nineteen Lakhs Six Hundred and Fifty Only) Equity Shares
of INR 2/- (Indian Rupee Two Only) each.

• Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the Company
has not issued any equity shares with differential voting rights during the financial year
under review.

• Buy Back of Securities

The Company has not bought back any of its securities during the financial year under
review.

• Sweat Equity

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

• Bonus Shares

No Bonus Shares were issued during the financial year under review.

• Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the
financial year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

During the year under review, no material changes and commitments occurred which
affect the financial position of the company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with the provisions of Section 149 of the
Companies Act, 2013 with an optimum combination of Executive, Non-Executive and
Independent Directors. The Directors on the Board are persons with proven competency,
integrity, experience, leadership qualities, financial and strategic insight. They have a
strong commitment to the Company and devote sufficient time to the Meetings. During
the financial year under review:

a) Mr. Shrikant J. Parikh (DIN: 00112642) was re-appointed as a Managing Director of
the Company for a period of 3 (Three) years with effect from 01^st April, 2025 to 31^st
March, 2028 in Board Meeting held on 31^st August, 2024 and the same was ratified
by Shareholders vide Special Resolution dated 30^th September, 2024 passed in the
Annual General Meeting.

b) Mr. Ajay Jormal Mehta (DIN: 01280973) was appointed as Additional Non -
Executive Independent of the Company with effect from 30^th June, 2024 and the
same was ratified by Shareholders of the Company for first term of 5 years with
effect from 30^th June, 2024 to 29^th June, 2029 vide Special Resolution dated 30^th
September, 2024 passed at the Annual General Meeting

c) Mrs. Sona Akash Parikh (DIN: 03283751) resigned as Non - Executive Non -
Independent Director with effect from 03^rd March, 2025.

d) Mr. Divyanshu Navlakha (DIN: 01162140) was appointed as Additional Non -
Executive Non - Independent of the Company with effect from 04^th March, 2025 and
the same was ratified by Shareholders of the Company vide Special Resolution dated
30^th May, 2025 passed through Extraordinary General Meeting Shareholders of the
Company.

e) Mrs. Disha Hiteshkumar Rathod (DIN: 10679515) was appointed as Additional Non -
Executive Independent of the Company with effect from 30^th May, 2025 and the
same was ratified by Shareholders of the Company vide Special Resolution dated 23^rd
August, 2025 passed through Postal Ballot for first term of 5 years with effect from
30^th May, 2025 to 29^th May, 2030.

Director(s) liable to retirement by rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company,
Mr. Divyanshu Navlakha (DIN: 01162140) will retire by rotation at the ensuing AGM and
being eligible, have offered himself for re-appointment. Based on the recommendation of
the NRC, the Board recommends his re-appointment for the approval of the Members of
the Company. The brief profile of Mr. Divyanshu Navlakha is included in the Notice of the
AGM of the Company.

Key Managerial Personnel

As on March 31, 2025, the following were Key Managerial Personnel ("KMP") of the
Company as per Sections 2(51) and 203 of the Act:

a) Shri. Shrikant Jesinglal Parikh, Managing Director & CEO.

b) Ms. Harshala Keshav Karangutkar, CFO.

c) Mr. Piyush Harish Talyani, Company Secretary & Compliance Officer

10. NUMBER OF BOARD MEETINGS:

The Board of Directors duly met 10 (TEN) times during the financial year from 01^st April,
2024 to 31^st March, 2025. The dates on which the meetings were held are as follows:

Sr No.	Dates on which Board Meetings held	Strength of the Board	No. of Directors Present
1.	17th May, 2024	3	3

2.	30th May, 2024	3	3
3.	30th June, 2024	4	4
4.	20th July, 2024	4	4
5.	14th August, 2024	4	4
6.	31st August, 2024	4	4
7.	14th November, 2024	4	4
8.	18th December, 2024	4	4
9.	14th February, 2025	4	4
10.	04th March, 2025	4	4

The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

11. COMMITTEES OF THE BOARD:

The Board has set up various Committees in compliance with the requirements of the
business & relevant provisions of applicable laws and layered down well documented
terms of references of all the Committees. During the year under review, all the
recommendations/ submissions made by the Audit Committee and other Committees of
the Board were accepted by the Board. There are currently three Committees of the
Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

12. DISCLOSURE OF COMPOSITION OF COMMITTEES:

a. Audit Committee comprises of following members:

Mr. Subham Chand Jain	Chairperson, Non-Executive Independent Director
Mr. Ajay Jormal Mehta (appointed w.e.f 30th June, 2024)	Member, Non - Executive Independent Director
Mr. Divyanshu Navlakha (appointed w.e.f 04th March, 2025)	Member, Non-Executive Non - Independent Director
Mrs. Sona Akash Parikh (upto 03rd March, 2025)	Member, Non-Executive Non - Independent Director

b. Nomination and Remuneration Committee comprises of following members:

Mr. Subham Chand Jain	Chairperson, Non-Executive Independent Director
Mr. Ajay Jormal Mehta (appointed w.e.f 30th June, 2024)	Member, Non - Executive Independent Director
Mr. Divyanshu Navlakha (appointed w.e.f 04th March, 2025)	Member, Non-Executive Non - Independent Director
Mrs. Sona Akash Parikh (upto 03rd March, 2025)	Member, Non-Executive Non - Independent Director

c. Stakeholders Relationship Committee comprises of following members:

Mr. Divyanshu Navlakha	Chairperson, Non-Executive Non -
(appointed w.e.f 04th March, 2025)	Independent Director
Mrs. Sona Akash Parikh	Chairperson, Non-Executive Non -
(upto 03rd March, 2025)	Independent Director
Mr. Subham Chand Jain	Member, Non - Executive Independent Director
Mr. Ajay Jormal Mehta	Member, Non - Executive Independent
(appointed w.e.f 30th June, 2024)	Director

13. MEETING OF COMMITTEES OF BOARD:

During the year there were in total 6 (SIX) Audit Committee Meetings, 3 (THREE)
Nomination & Remuneration Committee, 5 (FIVE) Stakeholders Relationship Committee
and 1 (ONE) meeting of the Independent Directors were held on following dates:

AUDIT COMMITTEE	(i)	17th May, 2024
	(ii)	20th July, 2024
	(iii)	14th August, 2024
	(iv)	31st August, 2024
	(v)	18th December, 2024
	(vi)	14th February, 2025
NOMINATION AND REMUNERATION COMMITTEE	(i)	17th May, 2024
	(ii)	30th June, 2024
	(iii)	03rd March, 2025

STAKEHOLDER RELATIONSHIP COMMITTEE	(i)	30th May, 2024
	(ii)	14th August, 2024
	(iii)	14th November, 2024
	(iv)	18th December, 2024
	(v)	14th February, 2025
INDEPENDENT DIRECTOR''S MEETING	(i)	14th February, 2025

14. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT
AND REMUNERATION:

The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and senior management employees and the Directors appointed
shall be of high integrity with relevant expertise and experience so as to have diverse
Board and the Policy also lays down the positive attributes/criteria while recommending
the candidature for the appointment as Director. The policy on Company''s Remuneration
and Nomination is posted on Company''s website at www.minalindustrieslimited.in.

15. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

All Independent Directors of your Company have submitted their declaration of

independence, as required, pursuant to the provisions of Section 149(7) of the Act and

Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of

independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the

Listing Regulations, and are not disqualified from continuing as Independent Directors of
your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors have confirmed that they have registered themselves with databank
maintained by the Indian Institute of Corporate Affairs (''IICA''). These
declarations/confirmations have been placed before the Board. Pursuant to Rule 8(5)(iiia)
of the Companies (Accounts) Rules, 2014, the Board of Directors hereby affirms that,
based on the evaluation conducted and declarations received, it is of the opinion that the
Independent Directors appointed during the financial year possess the requisite integrity,
expertise, and experience (including proficiency) required for effectively discharging their
duties as Independent Directors of the Company.

16. MEETING OF INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing
Regulations, a separate Meeting of Independent Directors of the Company was held on
14^th February, 2025 to review the performance of Non-Independent Directors (including
the Chairman) and the Board as a whole. The Independent Directors also assessed the
quality, quantity and timeliness of flow of information between the Company
Management and the Board, which is necessary to effectively and reasonably perform
and discharge their duties. The meeting decided on the process of evaluation of the
Board and Audit Committee. It designed the questionnaire on limited parameters and
completed the evaluation of the Board by Non-Executive Directors and of the Audit
committee by other members of the Board. The same was compiled by Independent
authority and informed to the members.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors with the agricultural
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner.
The familiarization program also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The policy on
Company''s familiarization program for Independent Directors is posted on Company''s
website at www.minalindustrieslimited.in.

18. INTERNAL CONTROL SYSTEM:

The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company has adequate
system of internal controls to safeguard and protect from loss, unauthorized use or
disposition of its assets commensurate with its size, scale and complexities of its
operations. The Company''s internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These are routinely tested
and certified by Statutory as well as Internal Auditors and their significant audit
observations and follow up actions thereon are reported to the Audit Committee on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions.

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the Annual Financial Statements for the year ended 31^st
March, 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

ii) 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
of the Profit/loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

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

vi) 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.

20. SUBSIDIARIES AND ASSOCIATE COMPANY''S:

A separate statement containing the salient features of financial statements of all
subsidiaries & Associates of your Company forms part of consolidated financial
statements in compliance with Section 129 and other applicable provisions, if any, of the
Companies Act, 2013. As on 31^st March, 2025, the Company does not have Subsidiary
Company and 1 (One) Associate Company i.e. Minal Info jewels Limited.

During the financial year under review, Minal International FZE, a wholly owned overseas
subsidiary of the Company incorporated in Dubai has wound up its business on 10^th
February, 2025 and formal winding up process has been initiated and the Commercial
license has expired on the said date.

21. DEPOSITS:

Your Company did not accept any deposits from the public falling under the ambit of
Section 73 of the Companies Act, 2013 (hereinafter referred to as ''The Act'') and the Rules
framed thereunder during the year. There are no deposits which have not been claimed

by depositors or paid by the Company after the date on which the deposit became due
for repayment or renewal, as the case may be, according to the contract with the
depositors & there are no total amounts due to the depositors & remaining unclaimed or
unpaid.

22. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE ACT:

During the year under review, the Company has not accepted any deposits which are not
in compliance with the requirements of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non¬
compliant deposits to report.

23. DISCLOSURE REGARDING THE MAINTENANCE OF COST RECORDS:

During the financial year under review the provisions regarding maintenance of cost
records is not applicable to the Company, therefore the Company is not required to
maintain the cost records.

24. APPOINTMENT OF AUDITORS:

a) INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, The company has appointed M/s.
MMY & Associates., Chartered Accountant (Firm Registration Number: 105673W) as
internal auditor of the company for financial year 2025-26 to conduct the internal
audit and to ensure adequacy of the Internal controls, adherence to Company''s
policies and ensure statutory and other compliance through, periodical checks and
internal audit and their report is reviewed by the Audit Committee from time to
time.

b) STATUTORY AUDITORS:

The Company at its 36^th Annual General Meeting held on 30^th September, 2024
appointed M/s. R H Modi & Co, Chartered Accountants (Firm Registration Number:
104058W) appointed as Statutory Auditors of the Company for a period of five
consecutive years and who shall hold such office from the conclusion of 36^th Annual
General Meeting till the conclusion of 41^st Annual General Meeting at such
remuneration as may be mutually decided by the auditors and the Board of Directors
thereof. Further the ratification of their appointment pursuant to Section 139 of the
Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7^th
May, 2018 issued by the Ministry of Corporate Affairs, and accordingly the item has
not been included in the Ordinary Course of Business of this AGM Notice. Further,
they have confirmed that they are not disqualified as auditors of the Company under
the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or

regulations made thereunder. Auditor''s report is self-explanatory and therefore does
not require further comments and Explanation.

c) SECRETARIAL AUDITORS:

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company
to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section
204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this
Annual Report as Annexure C to Director''s Report.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company
Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e.
from FY 2025-26 to 2029-30, subject to approval of the Members at the ensuing
AGM.

d) COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost
auditors, the company was not liable to appoint Cost auditors for the financial year
2024-25.

25. COMMENTS OF THE BOARD ON AUDITORS'' REPORT:

a) Observations of Statutory Auditors on Accounts for the year ended 31^st March,
2025:

There are no qualifications, reservations or adverse remarks or disclaimer made by
the Statutory Auditors in respect of financial statements as on and for the year ended
31^st March, 2025.

b) Observations of Secretarial Audit Report for the year ended 31^st March, 2025:

i) The unpaid dividend amount of Rs. 1,84,481/- (Rupees One Lakh Eighty-Four
Thousand Four Hundred and Eighty-One Only) which was required to be
transferred to the Investor Education and Protection Fund in accordance with the
relevant provisions of the Companies Act 2013 and the rules made thereunder by
has not been transferred.

ii) Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Audited
Standalone and Consolidated Financial Results for the quarter and year ended
March 31 2024 was not submitted in the prescribed time limit. In this regards BSE
has issued penalty of Rs. 2,71,400/- (Rupees Two Lakh Seventy One Thousand
Four Hundred only). The Company has made payment, the default was made good
as on signing of this report.

iii) Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Unaudited
Standalone and Consolidated Financial Results for the quarter and half year ended
September 30, 2024 was not submitted in the prescribed time limit. In this regards
BSE has issued penalty of Rs. 1,53,400/- (Rupees One Lakh Fifty Three Thousand
Four Hundred only). The Company has made payment, the default was made good
as on signing of this report.

iv) The Standalone and Consolidated Financial Statements for the financial year
ended 31^st March, 2024 were not signed by the Chief Financial Officer in
accordance with the provisions of Section 134 of the Companies Act, 2013.

v) The Company has a wholly owned overseas subsidiary, Minal International FZE
and the applicable FEMA Compliances were not complied by the Company.

Directors Comment: The Board has taken note of the observations made by the
Secretarial Auditor regarding delays in certain regulatory filings. These delays were
inadvertent and occurred due to procedural oversight. The Company has since
strengthened its internal compliance mechanisms and ensured that necessary filings are
now being made within the prescribed timelines. The Board assures stakeholders that
corrective actions have been implemented to prevent recurrence.

26. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND
EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any financial statements and
reports, etc. The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee. The said Policy is available
on the website of the Company at www.minalindustrieslimited.in. The Company is
committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

27. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees
to the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.

28. CONSOLIDATED FINANCIAL STATEMENTS:

According to Section 129(3) of the Act, the consolidated financial statements of the
Company and its subsidiaries, joint ventures, and associates are prepared in accordance
with the relevant Indian Accounting Standard specified under the Act, and the rules
thereunder form part of this Annual Report. A statement containing the salient features
of the financial statements of the Company''s subsidiaries, joint ventures, and associates
in Form no. AOC-1 is given in this Annual Report in Annexure A. Further, pursuant to the
provisions of Section 136 of the Act, the financial statements along with other relevant
documents, in respect of subsidiaries, are available on the website of the Company at the
link at www.minalindustrieslimited.in.

29. LISTING FEES:

Being listed at BSE Limited, Mumbai, the Company has duly paid the listing fees.

30. REPORT ON CORPORATE GOVERNANCE:

The Company is committed to achieving and adhering to the highest standards of
Corporate Governance and constantly benchmarks itself with best practices, in this
regard. Pursuant to Regulation 34 of the SEBI Listing Regulations, a Report on Corporate
Governance has been annexed to this Report as Annexure F along with the certificate
issued by the Secretarial Auditor of the Bank confirming compliance with the mandatory
requirements relating to Corporate Governance under the SEBI Listing Regulations. The
Report on Corporate Governance also contains certain disclosures required under the
Act, including the details of the Board meetings held during the financial year ended 31^st
March, 2025. The Company also files with the Stock Exchanges, the Report on Corporate
Governance in terms of Regulation 27(2) of the SEBI Listing Regulations on a quarterly,
half yearly and annual basis.

31. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for
the period ended March 31, 2024 and Certificate of CEO for compliance with Code of
Conduct by Board members and Senior Management personnel on Annual basis are
enclosed herewith as Annexure H.

32. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual return for the Financial Year 2024-25 in WEB Form MGT 7 is furnished on the
website of the Company at www.minalindustrieslimited.in.

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

The particulars of contracts or arrangements with related parties referred to in Section
188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to
Accounts of Companies under the Companies Act, 2013, is appended as Annexure B. All
related party transactions were placed before the Audit Committee for prior approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of unforeseen or repetitive in nature. The details of all such related party transactions
entered into pursuant to the omnibus approval of the Committee, were placed before
the Audit Committee on a quarterly basis for its review. All transactions entered into with
related parties during the year were on arm''s length basis, largely in the ordinary course
of business and in line with the threshold of materiality as defined in the Company''s
policy on Related Party Transactions & are in accordance with the provisions of the Act
and Rules issued thereunder and Regulation 23 of SEBI Listing Regulations. Further,
pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the
half-yearly disclosures on related party transactions with the stock exchange within
statutory timeline.

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

Details of Loans granted, Guarantees given or Investments made during the year under
review, covered under the provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statements.

35. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings
and out go, is required to be given pursuant to provision of Section 134 of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto
marked as Annexure K and forms part of this report.

36. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197(12) of
the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of
this Report.

The details as required in terms of Section 197(12) of the Act, read along with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed herewith as Annexure D and forms part of this Report.

37. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation
and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure E and
forms part of this report.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2)
respectively as amended relating to Meetings of the Board and its Committees which
have mandatory application and General Meeting.

39. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives and thus in pursuance of the same it has formulated a
Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Audit Committee and the Board of Directors of the Company. The Company''s
internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. The Company, through its risk management process,
aims to contain the risks within its risk appetite. Significant audit observations and follow
up actions thereon are reported to the Audit Committee and the risk management policy
is available on the website of the company at www.minalindustrieslimited.in. In the
opinion of the Board, there are no elements of risks threatening the existence of the
Company.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company for the financial year 2024 - 2025 as the
Company does not meet the criteria specified under sub-section (1) of Section 135 of the
Act. Accordingly, the Company is not required to constitute a CSR Committee or
formulate a CSR Policy.

41. 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 orders passed by the Regulators/ Courts which would impact the going
concern status of the Company and its future operations.

42. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties & obligations,
governance issues etc. Separate exercise was carried out to evaluate the performance of
individual Directors including the Board Chairman who were evaluated on parameters
such as attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest etc. The evaluation of the Independent
Directors was carried out by the entire Board and that of the Chairman and the Non¬
Independent Directors were carried out by the Independent Directors. The Directors
were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

43. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual
harassment. As required the following is the details of complaints received and resolved
during the year:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

44. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.

45. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year, there were no instances where your Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions. The
requirement to disclose the details of difference between amount of valuation done at
the time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.

46. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961,
which ensures maternity benefits to women employees as per applicable law. During the
financial year ended March 31, 2025, the provisions of the Act were applicable to the
Company; however, no instances arose wherein maternity benefits were availed by any
woman employee of the Company as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.

47. OTHER DISCLOSURES:

A Petition under Section 59 of the Companies Act, 2013 read with Rule 70 of the National
Company Law Tribunal Rules, 2016 has been filed before the Hon''ble National Company
Law Tribunal (NCLT), Mumbai Bench, wherein the Company has been named as one of
the respondents. As on the date of this report, the matter is sub judice and no order has
been passed by the Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench.

The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.

48. ENHANCING SHAREHOLDER VALUE:

Your company firmly believes that its success, the market place and a good reputation
are among the primary determinants of value to the shareholder. The organizational
vision is founded on the principles of good governance and delivering leading-edge
products backed with dependable after sales services.

49. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, lenders, business associates including
distributors, vendors and customers, the press and the employees of the Company.

50. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report contain certain statements relat ing to
the future and therefore, are forward looking within the meaning of applicable securities,
laws and regulations. Various factors such as economic conditions, changes in
government regulations, tax regime, other statues, market forces and other associated
and incidental factors may however lead to variation in actual results.

By Order of the Board of Directors
For Minal Industries Limited

Sd/-

Shrikant J Parikh
Chairman & Managing Director
Date: 26^th August, 2025 DIN: 00112642

Place: Mumbai

Registered Office:

603- l Minal Co-Op Hsg So Ltd,

Off Sakivihar Road, Andheri-East,

Mumbai - 400072

CIN:L32201MH1988PLC216905

Tel No.: 022-40707070

E-mail id: [email protected]

Website address: www.minalindustrieslimited.in

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Mar 31, 2024

Your Directors take pleasure in presenting their 36^th Annual Report of the Company along with the Audited Financial Statements, for the period ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below: (Amount in Lakhs)
Particulars	Consolidated		Standalone
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from operation	3784.68	2,679.79	105.33	429.54
Other Income	232.90	233.79	62.44	60.29
Total Income	4017.58	2,913.62	167.77	489.83
Total Expenditure	3,777.14	2,943.71	107.13	391.79
Net Profit Before tax	(168.55)	(29.08)	60.64	98.04
Less: Tax Expenses
Current Tax	0.00	0.00	3.82	0.00
Deferred Tax	1.48	1.73	(4.69)	(1.99)
MAT Credit	0.00	0.00	0.00	0.00
Total tax expense (credit)	39.33	1.73	(0.87)	(1.99)
Net Profit After Tax	(207.88)	(30.81)	(347.48)	100.04

2. REVIEW OF FINANCIAL OPERATIONS:

During the year the company reported revenue from operation amounting to Rs.105.33/- and other Income of Rs. 62.44/- in Standalone Financial Statement as compared to Other Income of Rs. 489.83/- in Previous Financial Year. The company incurred an expenditure of Rs. 107.13/- for the current financial year as compared to Rs. 391.79 /- in previous year. During the year, Company has reported a net Profit of Rs. Rs. 61.51/- as compared to previous year''s net Profit Rs. 100.04/- of in Standalone Financial Statement.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement forms part of the Annual Report.

4. SUBSIDIARIES:

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. As on 31^st March, 2024, Company has following subsidiaries Companies.

1. Minal International FZE

2. Minal Info jewels Ltd

3. M/S RSBL Jewels

5. DIVIDEND AND TRANSFER TO RESERVES:

Considering the financial results of the Company for 2023-24 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

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

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

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

There was no change in the nature of business of the Company, during the year under review.

8. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

9. LISTING FEES:

Being listed at BSE Limited, Mumbai, the Company has duly paid the listing fees.

10. SHARE CAPITAL:

The paid-up equity share capital of your company stood at Rs. 38,38,01,300 consisting of 19,19,00,650 equity shares of Rs. 2/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2024,

11. WHISTLE BLOWER:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy (“Policy”) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Company''s Website www.minalindustrieslimited.in

12. PARTICULARS OF EMPLOYEES:

There are no employees in the Company, who if employed throughout the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the report of the Directors in accordance with the provisions contained under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shrikant J. Parikh (DIN: 00112642), Managing Director of the Company, retires by rotation at the 36th e-AGM and being eligible, offered himself for reappointment.

b. Change in Directorate:

During the year Mr. Shankar Prasad Bhagat [DIN: 01359807)ceased to be Independent Director w.e.f. the closing hours of 31^st March, 2024 due to completion of second term of office as an Independent Director.

The Board, at its meeting held on June 30 2024 based on the recommendation of the Nomination and remuneration committee of the Company approved the appointment of Mr. Ajay Jormal Mehta. (DIN-01280973) as an Independent Director of the Company, with effect from June 30, 2024. The term of his appointment as an Independent Director will be for a period of 5 (five) years, subject to the approval of shareholders in the ensuing Annual General Meeting. Simultaneously appointed him as a member of the Audit Committee, Nomination and Remuneration Committee, Stakeholder and Relationship Committee of the Company with immediate effect.

Re-appointment of Mr. Shrikant J. Parikh (DIN: 00112642), Managing Director of the Company w.e.f. 1^st April 2025 subject to approval of shareholder in the ensuing Annual General Meeting.

c. Key Managerial Personnel

As on March 31, 2024, the following were Key Managerial Personnel (“KMP”) of the Company as per Sections 2(51) and 203 of the Act:

1. Shri. Shrikant Jesinglal Parikh, Managing Director & CEO.

2. Ms. Harshala Keshav Karangutkar, CFO.

3. Mr. Piyush Harish Talyani, Company Secretary cum Compliance Officer.

14. NUMBER OF BOARD MEETINGS:

During the financial year, the Board of Directors had met 7 (Seven) times on June 3 2023, August 14 2023, August 26 2023, September 1 2023, October 23, 2023 November 14 2023 & February 16 2024.

During the year under review, Annual General Meeting of the Company was held on November 15, 2023 after obtaining extension for a period of 3 months from Registrar of Companies, Mumbai.

15. COMMITTEES OF THE BOARD:

As required under the Act, and the Listing Regulations, the Company has constituted the following statutory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Composition of Audit Committee as on March 31, 2024.
NAME	COMPOSITION
Mr. Shankar Prasad Bhagat	Non-Executive - Independent Chairperson (upto March 31 2024)	Director,
Ms. Sona Akash Parikh	Non-Executive - Non-Independent Member	Director,
Mr. Subham Chand Jain.	Non-Executive - Independent Director, Member

The Composition of Nomination and Remuneration Committee is as Follows.
NAME	COMPOSITION
Mr. Shankar Prasad Bhagat	Non-Executive - Independent Director, Chairman (upto March 31 2024)
Ms. Sona Akash Parikh	Non-Executive - Non-Independent Director, Member
Mr. Subham Chand Jain.	Non-Executive - Independent Director, Member

The Composition of Stakeholders Relationship Committee:
NAME	COMPOSITION
Ms. Sona Akash Parikh	Non-Executive - Non-Independent Chairperson	Director,
Mr. Shankar Prasad Bhagat	Non-Executive - Independent Member(upto March 31 2024)	Director,
Mr. Shubham Chand Jain.	Non-Executive - Independent Director, Member

16. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a) In the preparation of the Annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

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

c) Have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) Have prepared the Annual accounts on a going concern basis.

e) Have laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and are operating effectively.

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

17. AUDITORS:(a) STATUTORY AUDITORS

Pursuant to the provisions of Section 139, 141, 142 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. HPVS & Associates, Chartered Accountants, (Firm registration No: 137533W), Mumbai were appointed as Statutory Auditors of the Company for a term of 5 years in the 32nd AGM of the Company to hold the office till the conclusion of 36th AGM of the Company. The term of M/s. HPVS & Associates., as Statutory Auditors shall expire at the conclusion of ensuing AGM. Therefore, the Board of Directors of the Company, based on the recommendations of the Audit Committee, has proposed the appointment of M/s R H MODI & Co., Chartered Accountants LLP, (FRN: 106486W) having Peer Review No.012731as the statutory auditors of the company for a term of 5 consecutive years and to hold the office from the conclusion of this 36th AGM until the conclusion of 41th AGM on such remuneration as may be mutually agreed by and between the Board of Directors and the Auditor.

(b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company has appointed M/s. HSPN & Associates, LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report (MR-3) signed by Mr. Prakash Naringrekar (ACS No: 5941), Partner, HSPN & Associates, LLP, Company Secretaries for the year ended on 31^st March, 2024 is self-explanatory and is annexed herewith as "Annexure A”.

(c) INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. MMY & Associates ., Chartered Accountants as the Internal Auditors of the Company for Financial Year 2023-2024.

(d) COST AUDITORS

For the FY 2023-24, cost audit is not applicable to the Company.

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

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an ''Annexure which forms part of this report. Further explanation/comments on the observation of Secretarial Auditors is as under:

> The BSE Limited revoked the suspension of trading of equity shares of the Company and the trading of the shares started w.e.f. June 8,2023 on BSE Limited.

> The unpaid dividend amount of Rs.1,84,481(Rupees One Lakh Eighty-Four Thousand Four Hundred and Eighty-One Only) which was required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act 2013 and the rules made thereunder by has not been transferred.

> Pursuant to Section 39(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not transferred unclaimed shares to separate suspense account.

> During the financial year the Board has written off interest on loan given to its related parties resulting into non-payment of interest amount on loan provided pursuant to Non-compliance of Section 186(7) of Companies Act, 2013.

> Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Audited standalone and consolidated financial results for the quarter and year ended March 31 2023 was not submitted in the prescribed time limit.

> Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 Un-audited financial results for the quarter ended December 31 2023 not submitted to BSE within stipulated time limit. In this regards the BSE has issued penalty of Rs.11,800 (Rupees Eleven Thousand Eight Hundred only). The Company has made payment, the default was made good as on signing of this report.

> The Company has granted extension by the Registrar of Companies, Mumbai, by 01 months 15 days i.e. up to November 15,2023, to hold the Annual General Meeting ("AGM") of the Company, for Financial Year (FY) ended March 31,2023 in terms of Section 96 of Companies Act, 2013.

> Petition under Section 59 of the Companies Act, 2013 and Rule 70 of the National Company Law Tribunal Rules, 2016 has been filed before the Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench and Company is one of the Respondent, As on signing of this report the petition is yet to be disposed of;

> Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Audited standalone and consolidated financial results for the quarter and year ended March 31 2024 was not submitted in the prescribed time limit. In this regards BSE has issued penalty of Rs. 2,71,400/- (Rupees Two Lacs Seventy-One Thousand Four Hundred only). The Company has made payment, the default was made good as on signing of this report.

> Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Annual Report for the financial year 2023 was not submitted to BSE within stipulated time. There was a delay of 1 days in submission.

Director Comment: The Company is in the process of complying with the same.

19. CONSOLIDATED FINANCIAL STATEMENTS

According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiaries, joint ventures, and associates are prepared in accordance with the relevant Indian Accounting Standard specified under the Act, and the rules thereunder form part of this Annual Report. A statement containing the salient features of the financial statements of the Company''s subsidiaries, joint ventures, and associates in Form no. AOC-1 is given in this Annual Report Annexure - B.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company, at the link: https://www.minalindustrieslimited.in.

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director''s Report.

21. COST RECORDS AND COST AUDIT:

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as ‘Annexure - C''.

23. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company and can be accessed at website of the Company www.minalindustrieslimited.in.

24. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. The performance of Board, its Committees and Individual Director were reviewed during the year pursuant to Section 134(3)(p) of the Companies Act, 2013.

25. CORPORATE GOVERNANCE REPORT:

The Company has complied with the corporate governance requirements under the Act, and the Listing Regulations. A separate section on Corporate Governance along with a certificate from the practicing Company Secretary confirming compliance forms an integral part of this Annual Report Annexure - D.

26. PARTICULARS OFF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as “Annexure to this Report Annexure - E."

27. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for the period ended March 31, 2024 and Certificate of CEO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith as ''Annexure - F''.

28. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT:

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

29. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

In terms of provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Compliance Officer of the Company at the meeting of the Board of Directors stating that they fulfill the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 and are not being disqualified to act as an Independent Director. In terms of Regulation 25 subregulation 7 of the SEBI (LODR) Regulations 2015, the Company has adopted a familiarization programme for Independent Directors.

30. MEETING OF INDEPENDENT DIECTORS:

The Independent Directors met once on February 14, 2024 during the year to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by independent authority and informed to the members.

31. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization program for Independent Directors is posted on Company''s website at www.minalindustrieslimited.in

32. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company''s website www.minalindustrieslimited.in.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. ''Annexure'' in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.minalindustrieslimited.in.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2024 and the Internal Financial Controls are operating effectively commensurate with size and nature of business operations.

36. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

37. 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:

During the year there were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

The Company has also received post approval for revocation of suspension in trading of equity shares was revoked and trading in shares was started June 8 2023.

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review, no material changes and commitments occurred which affect the financial position of the company.

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

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24.

i) No of complaints received : Nil

ii) No of complaints disposed of : Nil

40. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended 31st March, 2024.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31st March 2014.

Financial Results and Profitability:

FINANCIAL RESULTS 2013-2014 2012-13

Total Income 41.64 1642.00

Total Expenditure 63.04 1619.20

Profit/(Loss) before Depreciation & Tax -16.69 22.79

Less: Depreciation 4.69 6.76

Profit/(Loss) before tax -21.39 16.04

Provision for tax 1.30 5.11

Profit/(Loss) after Tax -22.70 10.93

Profit bought forward 0.00 0.00

Profit available for appropriation 0.00 0.00

Appropriations:

Balance Carried forward -22.70 10.93

Paid up Equity Share Capital 3838.01 3838.01

Reserves and Surplus 3430.73 3453.43

- Operation

Your directors report that the company has achieved a sales turnover of Rs.8.41 Lacs as against Rs. 1631.88 Lacs in the previous year. The company made a loss of Rs.22.70Lacs. After providing a sum of Rs. 4.69 Lacs towards depreciation, Income Tax provision of Rs 1.30 Lacs, the operation resulted in Net loss of Rs. 22.70 Lacs as against profit of Rs. 10.93 Lacs in the previous year.

- Amount proposed to be carried to reserves:

The Net Profit of the company has decreased to Rs. (22.70) Lacs during the year thus no sum is appropriated to the reserves.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 134(3) of The Companies Act 2013, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 73 of the Companies Act, 2013

- Directors :

Mr. Vikram Parikh Director of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment. Mr. Shankar Bhagat and Mr. Amulbhai Patel have been appointed as Independent directors for a period of Five (5) years upto 31st March 2019.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company, Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment for a period of 3 years till 2017. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 139 of the Companies Act, 2013.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries:

The company had Minal International FZE as 100% subsidiary as on 31st March 2014. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards. A statement under section 212 of the companies Act 1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under the Companies (Particulars of Employees) Rules, 1975 and hence no information is required to be furnished.

- Director's Responsibility Statement:

Pursuant to Section 134 of The Companies Act, 2013, the directors confirm that, to the best to their knowledge and belief:

(I) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

(v) 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.

For and on behalf of the Board of Directors

of Minal Industries Limited

J. B. Parikh

Chairman

Place: Vadodara

Date : 30/05/2014

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31s March 2013.

- Financial Results and Profitability:

Rs. In Lacs

FINANCIAL RESULTS 2012-13 2011-12

Total Income 1642.00 10148.65

Total Expenditure 1619.20 10167.69

Profit/(Loss) before Depreciation & Tax 22.79 (19.05)

Less: Depreciation 6.76 6.83

Profit/(Loss) before tax 16.04 -(25.87)

Provision for tax 5.11 8.75

Profit/(Loss) after Tax 10.93 -(34.62)

Profit bought forward 0.00 0.00

Profit available for 0.00 0.00 appropriation

Appropriations:

Balance Carried forward 10.93 (34.62)

Paid up Equity Share Capital 3838.01 1438.01

Reserves and Surplus 4.80 4.80

- Operation

Your directors report that the company has achieved a sales turnover of Rs.1631.88 Lacs as against Rs. 10038.20 Lacs in the previous year. The company''s Profit increased to Rs. 22.79 Lacs before depreciation and interest as against Profit of Rs. (19.05) in the previous year. After providing a sum of Rs. 6.76 Lacs towards depreciation, Income Tax provision of Rs 5.11 Lacs, the operation resulted in Net profit of Rs. 10.93 Lacs as against loss of Rs. (34.62) Lacs in the previous year.

- Amount proposed to be carried to reserves:

The Net Profit of the company has increased to Rs. 10.93 Lacs during the year thus no sum is appropriated to the reserves.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 58A of the Companies Act, 1956.

- Directors :

Mr. Amul Patel Director of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company, Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries:

The company had Minal International FZE as 100% subsidiary as on 31st March 2013. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards. A statement under section 212 of the companies Act 1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to be furnished.

- Director''s Responsibility Statement:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the directors confirm that, to the best to their knowledge and belief:

(i) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

- Report on Corporate Governance and Auditor''s Certificate:

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of Annual Report.

Directors would like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for the continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors

of Minal Industries Limited

Place: Vadodara Sd /-

J. B. Parikh

Chairman

Date : 28/05/2013

---

Mar 31, 2011

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31st March 2011.

- Financial Results and Profitability: Rs.In lacs

FINANCIAL RESULTS 2010-11 2009-10

Total Income 29544.62 79.43

Total Expenditure 27805.06 58.57

Profit before Depreciation & Tax 1765.16 20.86

Less: Depreciation 7.05 9.89

Profit before tax 1732.51 10.97

Provision tor tax 4.35 1.52

Profit after tax 1728.13 9.43

Profit bought forward 160.12 224.97

Profit available for appropriation 1888.26 234.40

Appropriations:

Dividend 0.00 63.70

Dividend Tax 0.00 10.58

Transfer to General Reserve 0.00 0.00

Balance Carried forward 188.83 150.12

Paid up Equity Share Capital 1438.01 637.00

Share Forfeited Account 0.00 75.55

Reserves and Surplus 3324.21 353.25

- Operation

Your directors report that the company has achieved a sales turnover of Rs. 28769.69 Lacs as against Rs. 25.01 Lacs in the previous year. The company's Profit increased to Rs. 1765.16 Lacs before depreciation and interest as against Profit of Rs. 20.86 Lacs in the previous year. After providing a sum of Rs. 7.05 Lacs towards depreciation, Income Tax provision of Rs. 4.38 Lacs, the operation resulted in net Profit of Rs. 1728.13 Lacs as against profit of Rs. 9.43 Lacs in the previous year.

- Amount proposed to be carried to reserves:

The company has made net profit of Rs. 1728.13 Lacs during the year thus no sum is appropriated to the reserves.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1998 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 58A of the Companies Act, 1956.

- Directors:

Mr. J B Parikh and Mrs. Arpita Parikh. Directors of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company. Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act. 1956.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries;

The company had Minal International FZE as 100% subsidiary as on 31st March 2011. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards, A statement under section 212 of the companies Act 1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules. 1975 and hence no information is required to be furnished.

- Director's Responsibility Statement:

Pursuant to Section 217(2AA) of The Companies Act, 1456, the directors confirm that, to the best to their knowledge and belief:

(i) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

- Report on Corporate Governance and Auditor's Certificate:

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part or Annual Report

Directors would like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for the continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of Minal Engineering Limited

Sd/- J. B. Parikh Chairman

Place : Vadodara Date : 31.05.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31st March 2010.

- Financial Results and Profitability: Rs. In Lacs

FINANCIAL RESULTS 2009-10 2008-09

Total Income 79.43 388.91

Total Expenditure 58.57 188.69

Profit before Depreciation & Tax 20.86 209.63

Less: Depreciation 9.89 9.41

Profit before tax 10.97 200.22

Provision for tax 1.52 4.43

Profit after Tax 9.43 195.78

Profit bought forward 224.97 29.19

Profit available for appropriation 234.40 224.97

Appropriations:

Dividend 63.70 0.00

Dividend Tax 10.58 0.00

Transfer to General Reserve 0.00 0.00

Balance Carried forward 160.12 224.97

Paid up Equity Share Capital 637.00 637.00

Share Forfeited Account 75.53 75.53

Reserves and Surplus 353.25 418.09

- Operation

Your directors report that the company has achieved a sales turnover of Rs. 25.01 Lacs as against Rs. 94.82 Lacs in the previous year. The companys Profit reduced to Rs. 20.84 Lacs before depreciation and interest as against Profit of Rs. 209.63 Lacs in the previous year. After providing a sum of Rs. 9.90 Lacs towards depreciation, Income Tax provision of Rs. 1.51 Lacs, the operation resulted in net Profit of Rs. 9.43 Lacs as against profit of Rs. 195.78 Lacs in the previous year.

M/s C. Mahendra Infojewels earned a Profit of Rs 38.93 Lacs during the year, the firm in which the company is a partner.

Your company has started bullion/jewellery /diamond trading in Dubai and incorporated Minal International FZE, 100 % subsidiary of the company. The subsidiary company ahs achieved turnover of RS 6717.49 lacs and profit of Rs. 668.14 lacs ,.

- Amount proposed to be carried to reserves:

The company has made net profit of Rs. 9.43 Lacs during the year thus no sum is appropriated to the reserves.

- Dividend

Your Board of Directors have decided to pay 10% dividend on equity shares.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 58A of the Companies Act, 1956.

- Directors:

Mr. Amul J Patel and Mr. Vikram Parikh, Directors of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company, Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(lB)-of the Companies Act, 1956.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries:

The company had Minal International FZE as 100 % subsidiary as on 31st March,2010. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards. A statement under section 212 of the companies Act,1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to be furnished.

- Directors Responsibility Statement:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the directors confirm that, to the best to their knowledge and belief:

(i) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

- Report on Corporate Governance and Auditors Certificate:

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of Annual Report.

Directors would like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for the continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of Minal Engineering Limited

Sd/- Place : Vadodara J. B. Parikh

Date : 31.07.2010 Chairman