డైరెక్టర్ల నివేదిక MKP Mobility Ltd.

Mar 31, 2025

Your directors are pleased to present their 34^th Annual Report on the state of affairs of the Company
together with the Audited Statement (Standalone) of Accounts and the Auditors’ Report of MKP
Mobility Limited [“the Company’] for the year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Company Financial Performance (Standalone) for the financial year ended on March 31,
2025 under review is given hereunder:

(Amount in Lakhs)

PARTICULARS	Standalone Financial Statements
	2024-2025	2023-2024
Net Sales /Income from Business Operations	3,184.22	2,259.19
Other Income	146.38	82.85
Total Income	3,330.60	2,342.03
Less: Total Expenses	3,177.16	2,265.51
Profit/(Loss) before Exceptional Item and tax	153.44	76.52
Less: Exceptional Item	-	-
Profit/(Loss) before tax	153.44	76.52
Less: Current Income Tax	23.66
Less: Deferred Tax	35.61	( 37.05)
Net Profit/(Loss) after Tax	94.16	113.57
Other comprehensive income	(0.28)	-
Total comprehensive income for the period	93.88	113.57
Earning per share (Basic)	2.76	3.33
Earning per Share (Diluted)	2.76	3.33

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 3,330.60 lakhs against no
income for the corresponding previous years the Company was going through takeover and
restructuring was on the way.

Total Comprehensive income for the period was Rs. 93.88 lakhs as against the income of Rs.
113.57 lakhs in the corresponding previous year

The Company is deploying its resources in the best possible way to increase business volumes
and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend
any dividend on equity shares for the Financial Year ended on March 31, 2025. Also, dividend
distribution policy is not applicable on the company.

4. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS:

There has been no change in the nature of the core business activities of the Company during
the financial year under review.

However, the Board proposes to alter the Object Clause of the Memorandum of Association by
deletion of Sub-Clause 1 of Clause 3^rd (a) of the Memorandum of Association and consequent
upon deletion of Sub-Clause 1, Sub-Clause 2, 3 & 4 be re-numbered serially without any further
change/amendment in any clause or object etc. of the Company.

These changes are aimed at positioning the Company for long-term growth and diversification
without impacting its existing operations.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is
annexed to the report as Annexure I and is incorporated herein by reference and forms an integral
part of this report.

8. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of
business. With new management company is going into major transformation in current and
coming financial years and will explore new markets and business opportunities as per the Main
objects of the Company.

9. SHARE CAPITAL

During the financial year under review, there was no change in the authorized, issued,
subscribed, and paid-up share capital of the Company. The share capital structure of the
Company remained unchanged.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors as on 31.03.2025:

S. No.	Name of Director	DIN	Designation
1	Mahendra Anantram Patodia	09812226	Non-Executive - Non-Independent Director
2	Mr. Jitesh Mahendra Patodia	09700718	Managing Director
3	Mr. Anshay Jitesh Patodia	09700717	Whole-time Director
4	Mr. Aanjan Jitesh Patodia	09813961	Non-Executive - Non Independent Director
5	Mr. Sanjay Brijkishore Chaturvedi	03339354	Independent Director
6	Mr. Nevil Agarwal	01638275	Independent Director
7	Ms. Trupti Bharat Agarwal*	00259612	Independent Director

*Ceased to be an independent director wef 01.06.2025

Mrs. Rajita Gupta (DIN: 02234578) was appointed as an Additional Director (Non-Executive
Independent) w.e.f August 08, 2025. It is proposed to appoint her as an Independent Director
subject to approval of members at the ensuing Annual General Meeting.

a) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are:

S. No.	Name of KMP	Designation
1	Mr. Jitesh Mahendra Patodia	Managing Director
2	Ms. Aditi Anant Waikar	Chief Financial Officer
3	Mr. Saheb Mahesh Dumbwani	Company Secretary and Compliance officer

b) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in
accordance with Section 149 (7) of the Companies Apt 2013, that they meet the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and
Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of
the Act and Company''s Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of
inclusion of their names in the data bank of Independent Directors maintained by Indian
Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment
test.

c) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of its
Committees. The Directors expressed satisfaction with the evaluation process.

11. DETAILS OF COMMITTEES OF THE BOARD

At present, the Board has the following Three (3) Committees:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

The Composition of the Committees and relative compliances are in line with the applicable
provisions of the Companies Act, 2013 and SEBI Regulations.

12. MEETINGS OF THE BOARD

During the year, 6 (Six) Board Meetings were convened and held, the details of which are given
below. The intervening gap between the two consecutive meetings was within the period
prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR)
Regulations, 2015.

The Meetings that were held in the financial year 2024-2025:

S. No.	Meeting	Date
1.	Board Meeting	17/04/2024
2.	Board Meeting	24/05/2024
3.	Board Meeting	19/07/2024
4.	Board Meeting	14/08/2024
5.	Board Meeting	13/11/2024
6.	Board Meeting	13/02/2025

13. MEETINGS OF THE INDEPENDENT DIRECTORS:

During the Financial Year 2024-2025, Two Meetings of Independent Directors were held on
24/05/2024 & 06/02/2025 without the attendance of Non-Independent Directors and members of
the Management to discuss and review & the performance of Non-Independent Directors and the
Board as a whole and assessed the quality, quantity and timeliness of flow of information between
the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.

14. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:
a) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of
Directors with respect of auditing and accounting matters. It also supervises the Company’s
financial reporting process.

During the Financial Year 2024-2025, 4(Four) Meetings were held on.

S.No.	Meeting	Date
1.	Audit Committee	24/05/2024
2.	Audit Committee	14/08/2024
3.	Audit Committee	13/11/2024
4.	Audit Committee	13/02/2025

Time gap between any two meetings was not more than 4 months and the Company has
complied with all the requirements as mentioned under the Listing Agreement/SEBI (LODR)
Regulations, 2015 and the Companies Act, 2013.

The composition of the Committee was as under:

S.No.	Name	Category	Designation
1	Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2	Ms. Nevil Agarwal	Independent Director	Member
3	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

a. Nomination and Remuneration Committee:

The Committee’s constitution and terms of reference are in compliance with provisions of
section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time.

During the Financial Year 2024-2025, Two Meetings were held on 17/04/2024 & 08/08/2024
The composition of the Committee constituted as under:

S.No.	Name	Category	Designation
1	Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2	Ms. Nevil Agarwal	Independent Director	Member
3	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

Reconstitution of Nomination and Remuneration Committee from 08/08/2025

S.No.	Name	Category	Designation
1.	Mrs. Rajita Rupesh Gupta	Independent Director	Chairperson
2.	Ms. Nevil Agarwal	Independent Director	Member
3.	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

b. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and
Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Committee reviews Shareholder’s/ Investor’ s
complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition,
split/ consolidation of share certificates, issue of duplicate share certificates etc. This

Committee is also empowered to consider and resolve the grievance of other stakeholders of
the Company including security holders.

During the Financial Year 2024-2025, Two Meetings were held on 17/04/2024 & 08/08/2024
The composition of the Committee constituted as under:

S.No.	Name	Category	Designation
1	Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2	Ms. Nevil Agarwal	Independent Director	Member
3	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

Reconstitution of Stakeholders Relationship Committee from 08/08/2025.

S.No.	Name	Category	Designation
1.	Mrs. Rajita Rupesh Gupta	Independent Director	Chairperson
2.	Ms. Nevil Agarwal	Independent Director	Member
3.	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

3. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/ Whistle Blower Policy (‘Vigil Mechanism’) in place. The
Vigil Mechanism is a system for providing a tool to the Directors and Employees of the Company
to report violation of personnel policies of the Company, unethical behaviour, suspected or actual
fraud, violation of code of conduct.

The Company is committed to provide requisite safeguards for the protection of the persons who
raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases. The Board of Directors affirm and confirm that no employee of the Company
has been denied access to the Committee. Details of the Vigil Mechanism are available on the
Company’s website www.mkpmobility.com

4. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the
Companies Act, 2013, which lays down a comprehensive framework to identify and evaluate
business risks and opportunities.

The Audit Committee has been entrusted with the responsibility to oversee the risk management
process, including identification, assessment, analysis, and mitigation of risks, with support from
the Internal Auditor.

The Company has established procedures to regularly inform the Board of Directors about risk
assessment and management practices. The senior management periodically reviews the risk
management framework to ensure it remains current and effective in addressing emerging
challenges.

The management is of the view that none of the identified risks pose a threat to the existence of
the Company, as adequate mitigation mechanisms are in place to ensure minimal or no impact in
the event of any risk materializing.

5. CREDIT RATING

During the year under review, no credit ratings were in place for the Company’s debt instruments,
loan facilities, or fixed deposit programs. The Company currently does not have any credit rating
assigned by credit rating agencies, as there were no such instruments or borrowings during the
period that required a credit rating. The Company continues to maintain a prudent financial
profile and will seek appropriate credit ratings as and when deemed necessary in alignment with
its financing requirements and regulatory obligations.

6. ANNUAL RETURN:

Pursuant to the amended provisions of Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Annual Return of the Company for the financial year 2024-25, in Form MGT-7, is
available on the Company’s website and can be accessed at www.www.mkpmobility.com.

7. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration.

8. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be
disclosed in the Report of Board of Directors are not applicable to the Company as none of the
employees was in receipt of remuneration in excess of Rs.1.20 Crores per year during the
financial year 2024-25. Details regarding rule 5(1) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached
herewith this report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

(b) 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 and loss of
the company for that period;

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

(d) The directors have prepared the annual accounts on a going concern basis; and

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

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

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Company acquired 49% equity stake in its company, namely MKP-Kataria Recycling Private
Limited, which is engaged in the business of Treatment and recycling of all kinds of ferrous, non¬
ferrous metal scrap and ELV [End of life Vehicles] to produce, sale, distribute all kinds of
shredded ferrous and non-ferrous metal scrap and other products for industrial and other use.
Although the Company does not hold a majority stake, the subsidiary operates as an important part
of the Group and contributes to the Company’s strategic business goals.

The Company has complied with the provisions of Section 129(3) of the Companies Act, 2013,
and relevant rules. Accordingly, the consolidated financial statements, including the performance
of the subsidiary, form part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiary in the
prescribed format Form AOC-1 is annexed to this Report.

11. STATUTORY AUDITORS:

M/s. Shah Khandelwal Jain & Associates, Chartered Accountants (FRN 142740W), were
appointed as the statutory auditors of the Company, for a term of five consecutive years, i.e.,
from the conclusion of the 31^st Annual General Meeting of the Company till the conclusion of the
36^th Annual General Meeting to be held in the year 2027 with the approval of shareholders. As
required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with
the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written
consent and certificate from the auditors to the effect that they are eligible to continue as
Statutory Auditor of the Company.

12. AUDITORS’ REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and
therefore, in the opinion of the Directors, do not call for any further explanation.

13. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and the Rules made thereunder, A S Desai &
Associates, Company Secretaries in Practice, Pune (FRN: S2017MH515700), are being proposed
for appointment as the Secretarial Auditor of the Company for a period of five consecutive
financial years, from 2025-26 to 2029-30, at the ensuing Annual General Meeting, on such
remuneration as may be determined by the Board of Directors of the Company. The Secretarial
Audit Report for the financial year 2024-25 forms part of this Annual Report as Annexure II.

REPLIES TO THE REMARKS OF SECRETARIAL AUDITOR:

The Company was not able to file e form DIR-12 for various changes in directors & KMPs
occurred during the year due to the technical issues faced by the Company. One E form DIR-12
was pending for approval since last 2.5 years with the authorities. After constant follow-up and
communications with the authorities, the said for was cleared by the MCA officials. Thereafter,
we were able to file all pending DIR-12 forms in sequential manner.

The appointment for continuation of Mr. Mahendra Patodia as a Director is placed for the
approval of members in the notice calling AGM.

14. INTERNAL FINANCIAL CONTROLS AND ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial
statement. The Internal Audit of the Company is regularly carried out to review the internal
control systems and processes. The Audit Committee of the Board periodically reviews the
internal control systems with the management, Internal Auditors and Statutory Auditors.
Significant internal audit findings are discussed and follow-ups are taken thereon.

Further, M/s. Aniket Solanki and Company, Chartered Accountants (FRN: 132445W) was
appointed as an Internal Auditor of the Company for the Financial Year 2025-26.

15. SHARES

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

The Company has not issued any Bonus Shares were not issued during the year under review.
Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

16. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees
of the company to report genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177 (9) of the Act and the Listing Regulations.

17. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of
furnishing report on corporate governance is not applicable to the Company as its paid up capital
and net-worth is below the threshold limit prescribed for the purpose.

18. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186:

Full particulars of loans and guarantees given and investments made under Section 186 of the
Companies Act, 2013 are given separately in the Financial Statements of the Company read with
Notes to Accounts which may be read in conjunction with this Report.

20. RELATED PARTY TRANSACTIONS:

All Related Party transactions that were entered into during the financial year under reference
were on the arm’s length basis and were in ordinary course of business and 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 between the Company and the Promoters, Directors, Key Managerial Personnel,
Subsidiaries, relatives or other designated persons, which may have a potential conflict with the
interest of the Company at large. Accordingly, particulars of contracts or arrangements with
related parties referred to in Section 188(1) along with the justification for entering into such
contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 21 of
Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI
(LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved
by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are
foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on
Company’s website www.mkpmobility.com

21. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of
your Company, special emphasis is placed on installation of energy-efficient lighting devices,
use of natural light as best as possible, and adoption of effective procedures for conservation
of electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or
expenditure on research and development. Nonetheless, the Company''s endeavours would be
to achieve what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

22. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other
applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors)
Rules, 2014, Cost Audit is not applicable to our Company.

23. CORPORATE SOCIAL RESPONSIBILITIES (CSR):

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees
five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of
rupees five crore or more during any financial year shall constitute a Corporate Social
Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions
of aforesaid Section; therefore, CSR Committee has not been constituted.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in Company’s premises through various interventions and practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act, 2013'' introduced by the Government of India, which
came into effect from 9 December 2013, the Company has framed a Policy on Prevention of
Sexual Harassment at Workplace. There was no case reported during the year under review under
the said Policy.

25. SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India and such
systems are adequate and operating effectively.

26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

27. REGISTERED OFFICE OF THE COMPANY:

The Company had filed an application for shifting of registered office of the Company from
the state of Karnataka to the State of Maharashtra, under the jurisdiction of Registrar of
Companies, Pune. The Company received an order from the Regional Director, Hyderabad
confirming the shifting of registered office of the Company on January 16, 2025. Further as
pre procedural part, an application for change of registered office was filed with the

authorities, and the Company received a final approval with the new certificate of
incorporation for registration of new address of the Company on May, 23, 2025.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

There are no other significant and material orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the Company and its future operations.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

No material changes and commitments, affecting the financial position of the Company occurred
between the end of the Financial Year of the Company i.e., March 31, 2025 and the date of this
Directors’ Report i.e., August 16, 2025 except as mentioned in this Report.

30. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR:

No fraud by the Company and no material fraud on the Company has been noticed or reported
during the year.

31. WEBSITE:

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation,
2015, the Company has maintained a functional website namely “www.mkpmobility.com”
containing basic information about the Company like: Details of business, financial information,
shareholding pattern, compliance, contact information of the designated officials of the Company
who are responsible for assisting and handling investor grievances for the benefit of all
stakeholders of the Company. The contents of the said website are updated on regular basis.

32. ACKNOWLEDGEMENT:

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the
support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to
the Government of India, Government of Maharashtra and the Bankers to the Company for their
valuable support and look forward to their continued co-operation in the years to come.

For MKP Mobility Limited

Jitesh Mahendra Patodia Anshay Jitesh Patodia

Managing Director Director

DIN: 09700718 DIN:09700717

Date: August 20, 2025
Place: Pune

---

Mar 31, 2024

The Directors are pleased to present their 33^rd Annual Report on the state of affairs of the Company together with the Audited Statement (Standalone) of Accounts and the Auditors’ Report of MKP Mobility Limited [“the Company’] for the year ended March 31^st, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Company Financial Performance (Standalone) for the financial year ended on 31st March, 2024 under review is given hereunder:

(Amount in			Lakhs)
PARTICULARS	Standalone Financial Statements
	2023-2024	2022-2023
Net Sales /Income from Business Operations	2,259.19	12.21
Other Income	82.85	1.07
Total Income	2,342.03	13.28
Less: Total Expenses	2,265.51	39.17
Profit/(Loss) before Exceptional Item and tax	76.52	(25.90)
Less: Exceptional Item	-	-
Profit/(Loss) before tax	76.52	(25.89)
Less: Current Income Tax	-	-
Less: Deferred Tax	37.05	-
Net Profit/(Loss) after Tax	113.57	(25.89)
Other comprehensive income		-
Total comprehensive loss for the period	113.57	(25.89)
Earning per share (Basic)	3.33	(0.82)
Earning per Share (Diluted)	3.33	(0.82)

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 2,342.03 lakhs against Rs. 13.28 for the corresponding previous years. The operations of the Company are smoothly going on under the management.

The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend any dividend on equity shares for the Financial Year ended on 31st March, 2024. Also, dividend distribution policy is not applicable on the company.

4. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

No change in the nature of business activities during the year.

Further, The Company is in the process of shifting of its registered office from the state of Karnataka to the state of Maharashtra. The approval from the shareholders for the same has been received through postal ballot on 10^th November, 2022. The application was pending for approval at the competent authorities as on the date of closure of financial year.

The management activities are carried out from the Corporate office of the Company which was shifted to Pune by passing the Board resolution at the meeting held on 12^th August, 2022. The application was filed in e-form INC-23 with the Regional Director, Hyderabad and the same was pending with the officials for further action.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

8. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of business. With new management company is going into major transformation in current and coming financial years and will explore new markets and business opportunities as per the Main objects of the Company. As a result of continues efforts of the management of the company, the revenue from operations has increased and also the company has recovered from previous losses and recorded profit in FY 2023-24.

9. SHARE CAPITAL

During the year under review, the Company has increased its share capital the details are as given below:

The Authorised Equity Share Capital of the Company has increased from INR. 5,00,00,000/-(Indian Rupees Five Crore Only) to INR. 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into 1,00,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is INR 3,41,10,300/- (Indian Rupees Three Crore Forty-One Lakhs Ten Thousand and Three Hundred Only).

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors as on 31.03.2024:

Sr. No.	Name of the Director	DIN	Designation
1.	*Mahendra Anantram Patodia	09812226	Chairman and Director
2.	Jitesh Mahendra Patodia	09700718	Managing Director
3.	Anshay Jitesh Patodia	09700717	Whole-time Director
4.	*Aanjan Jitesh Patodia	09813961	Director
5.	Sanjay Brijkishore Chaturvedi	03339354	Independent Director
6.	Trupti Bharat Agarwal	00259612	Independent Director
7.	Nevilkumar Vijaykumar Agrawal	01638275	Independent Director

* The names of the Directors is not reflected on the MCA portal due to the technical problem related to the filing of e form DIR-12. Constant efforts are made with the governing authorities to resolve the issue. However, no satisfactory resolution was provided till date.

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

S.No.	Name of KMP	Designation
1	Mr. Jitesh Mahendra Patodia	Managing Director
2	Aditi Anant Waikar	Chief Financial Officer
3	Saheb Mahesh Dumbwani	Company Secretary and Compliance officer

c) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Apt 2013, that they meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Company''s Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directorsindividually as well as the evaluation of the working of its Committees. The Directors expressed satisfactionwith the evaluation process.

11. MEETINGS OF THE BOARD

During the year, 5 (Five) Board Meetings were convened and held, the details of which are given below. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the Financial year 2023-2024:

S.No.	Meeting	Date
1.	Board Meeting	19/05/2023
2.	Board Meeting	14/08/2023
3.	Board Meeting	31/08/2023
4.	Board Meeting	09/11/2023
5.	Board Meeting	13/02/2024

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2023-2024, 1 (one) Meetings of Independent Directors was held on 13/02/2024 without the attendance of Non-Independent Directors and members of the Management to discuss and review & the performance of Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

13. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:

a. Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company’s financial reporting process.

During the Financial Year 2023-2024, 4 (four) Meetings were held on 29/05/2023, 14/08/2023, 09/11/2023 & 13/02/2024. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Committee is as under:
S.No.	Name	Category	Designation
1.	Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2.	Ms. Nevil Agarwal	Independent Director	Member
3.	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

b. Nomination and Remuneration Committee:

The Committee’s constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The composition of the Committee is as under:

S. No.	Name	Category	Designation
1.	Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2.	Ms. Nevil Agarwal	Independent Director	Member
3.	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder’s/ Investor’ s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the Financial Year 2023-2024, 1 (One) Meeting was held on 13/02/2024.

The composition of the Committee constituted as under:

S.No.	Name	Category	Designation
1.	Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2.	Ms. Nevil Agarwal	Independent Director	Member
3.	Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

14. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES:

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year 2023-24. Details regarding rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached herewith this report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 stateof affairs of the company at the end of the financial year and of the profit and loss of the company forthat period;

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

(d) The directors have prepared the annual accounts on a going concern basis; and

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

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

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no company ceased as Subsidiary, joint venture or associate of the company.

18. STATUTORY AUDITORS:

M/s. Shah Khandelwal Jain & Associates, Chartered Accountants (FRN 142740W), were appointed as the statutory auditors of the Company, for a term of five consecutive years, i.e., from the conclusion of the 31^st Annual General Meeting of the Company till the conclusion of the 36^th Annual General Meeting to be held in the year 2027 with the approval of shareholders.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

19. STATUTORY AUDITORS’ REPORT:

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDITORS’ REPORT:

In terms of Section 204 of the Act and Rules made there under, M/s. A. S. Desai & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report forms part of Annual report as Annexure II.

The observations of the secretarial auditor are taken on record and board states that, the Company is constantly trying to resolve the issue of pending e form DIR-12 and to file all the necessary e forms for appointment and regularization of directors & Company Secretary. However, despite of our rigorous follow up, no satisfactory solution is provided by the authorities.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statement. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups aretaken thereon.

Further, Grow Dynamics Consulting LLP having their registered office at 302, Kamal Kirti, above SBI, Opposite Pu La Deshpande Garden, Sinhagad road, Pune 411030 was appointed as an Internal Auditor of the Company with effect from the Financial Year 2023-24.

22. SHARES

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

The Company has not issued any Bonus Shares were not issued during the year under review. Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Company''s principal financial liabilities include trade and other payables. The Company''s principal financial assets include cash and cash equivalents and others. The Company is exposed to liquidity risk and market risk. The Company’s senior management oversees the management of these risks. The Company''s senior management provides assurance that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. Risk management policy of the company has been placed on the Company website at www.mkpmobility.com. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of furnishing report on corporate governance is not applicable to your Company as it’s paid up capital and net-worth is below the threshold limit prescribed for the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the Financial Statements of the Company read with Notes to Accounts which may be read in conjunction with this Report.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under reference were on the arm’s length basis and were in ordinary course of business and 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 between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 21 of

Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Company’s website www.mkpmobility.com.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEa. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company''s endeavours would be to achieve what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013'' introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

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

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

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e., 31st March, 2024 and the date of this Directors’ Report i.e., 19^th July, 2024 except as mentioned in this Report.

37. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR

No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

38. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015, the Company has maintained a functional website namely “www.mkpmobility.com/”

containing basic information about the Company like: Details of business, financial information, shareholding pattern, compliance, contact information of the designatedofficials of the Company who are responsible for assisting and handling investor grievancesfor the benefit of all stakeholders of the Company. The contents of the said website areupdated on regular basis.

39. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

---

Mar 31, 2015

To,

The Members,

The Directors have pleasure in presenting their 24* Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31s' March, 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the standalone Financial Statements of the Company.

[In Rs.]

Particulars 2014-2015 2013-14

Gross Income 10,05,210 65,95,712

Profit / (Loss) Before Interest and 2,66,267 5617385 Depreciation

Finance Charges - -

Gross Profit/(Loss) 2,66,267 56,17,385

Provision for Depreciation - -

Extraordinary Item - -

Net Profit/(Loss) Before Tax 2,66,267 56,17,385

Provision for Tax - -

Net Profit/(Loss) After Tax 2,66,267 56,17,385

Balance of Profit brought forward - -

Balance available for appropriation - -

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet 2,66,267 56,17,385

2. COMPANY'S PERFORMANCE AFFAIR

Your Directors are positive about the Company's operations and making best efforts to implement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. 2,66,267/- for Financial Year under review is transferred to reserves. The total reserves for the Financial Year 2014-15 is Rs. (3,39,03,613)/-

5. SHARE CAPITAL

The total paid up share capital of the Company as on 31s' March, 2015 is Rs. 4,61,03,000/- comprising of 46,10,300 Equity Shares of Rs. 10/- each.

The Karnataka High Court vide its order dated 10th July 2015 has approved the scheme of reduction of capital on account of which the equity share capital of company will be reduced from 46,10,300 equity shares of Rs 10 each aggregating Rs 4,61,03,000 to 4,61,030 equity shares of Rs. 10 each aggregating to Rs.46,10,300. Accordingly an amount of Rs. 4,14,92,700 will be reduced from the equity share capital by setting it off against the accumulated losses of the company. The appointed date for the scheme was Is' April 2013.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 161 of Companies Act, 2013, Ms. Namrata Malu (DIN: 03583659), has been appointed as an Additional Independent Director in the Board Meeting held on 25'h March, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Shivanna Rajasekharappa has been appointed as Chief Financial Officer in the Board Meeting held on 25* March, 2015.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 (Ten) Board Meetings and 6 (Six) Audit Committee Meetings were convened and held. The details of which are given as under.

Sr. No. Date Sr. No. Date

Board Meeting Audit Committee

1. 12th April, 2014 1. 19th April, 2014

2. 21st April, 2014 2. 21st May, 2014

3. 21st May, 2014 3. 23rd May, 2014

4. 23rd May, 2014 4. 06th August, 2014

5. 06th August, 2014 5. 13th November, 2014

6. 16th August, 2014 6. 11th February, 2015

7. 13th November, 2014

8. 12th January, 2015

9. 11th February, 2015

10. 25th March, 2015

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

9. COMMITTEES OF THE BOARD

During the year, in accordance with provisions of Companies Act, 2013, the Board of Directors of the Company has re-named the existing committee i.e., Stakeholders Relationship Committee and constituted Nomination and Remuneration Committee.

There are currently three committees of the Board, as following:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process.

The Audit Committee Comprises of 3 (Three) Directors. The Chairman of the Audit Committee is a Non-executive and Independent Director. The Composition of the Audit Committee is as under:

Sr. Name Category Designation No.

1 Mr. Prasannakumar Independent Director Chairman Siddappa

2 Mr. Thippeswamy Independent Director Member Siddappa Thippeswamy

3 Mr. Shivanna Non-Executive Director Member Chandrashekhar

2) Nomination and Remuneration Committee

The Company has constituted Nomination and Remuneration Committee and presently the Remuneration Committee comprises of 3 (Three) Directors.

The composition of the Nomination and Remuneration Committee is as under:

Sr. Name Category Designation No.

1 Mr. Prasannakumar Independent Director Chairman Siddappa

2 Mr. Thippeswamy Independent Director Member Siddappa Thippeswamy

3 Mr.Shivanna Non-Executive Member Chandrashekhar Director

3) Stakeholders Relationship Committee

It was apprised to the Board that pursuant to requirements of Section 178 of the Companies Act, 2013, Company which has more than 1000 (One Thousand) shareholders at any time during a Financial Year shall constitute a 'Stakeholders' Relationship Committee' consisting of a Chairperson who shall be a Non-Executive Director and such other members as may be decided by the Board.

In view of above, the 'Shareholders Grievance Committee' formed as per the requirements of the Listing Agreement requires to be re-named/ re-constituted as 'Stakeholders Relationship Committee' and to merge and redesign the Company's 'Share Transfer Committee' along with the Stakeholders' Relationship Committee. The Committee, inter-alia, deals with various matters relating to:

- Transfer/ transmission of shares;

- Issue of duplicate share certificates;

- Investors* grievances and redressal mechanism and recommend measures to improve the level of investor services.

Details of shares transfer/transmission approved by the Committee and Shareholders'/Investors' grievances are placed at the Board Meetings from time to time.

Sr. No. Name Category Designation

1 Mr.Shivanna Non-Executive Chairman Chandrashekhar Director

2 Mr. Prasannakumar Independent Director Member Siddappa

3 Mr. Thippeswamy Independent Director Member Siddappa Thippeswamy

10. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

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

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

12. AUDITORS

The Auditor, Mr. Chetan Dedhia, Chartered Accountant, Mumbai, retire at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment for a period from the conclusion of this Annual General Meeting [AGM] till the conclusion of 27th (Twenty Seventh) AGM.

13. AUDITOR'S REPORT

The Board has duly examined the Statutory Auditor's report on accounts which is self explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

Regarding Auditor's comment on 'ongoing concern' the Director contend that the Company will be able to continue as going concern, though the Company has not undertaken any business activity, its net worth remains negative and considering the fact that the Company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general and as borne out by AS16 issued by the Council of the ICAI, they continue to adopt the going concern basis in preparing the annual report and accounts.

Your Directors, continue to improve the financial viability of the Company and also take such steps as may be required under current laws and regulations in terms of disclosure and reporting required to be made to concerned statutory authorities.

14. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. S G Parekh & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. Secretarial Auditor's observation and Management's explanation to the Auditor's observation -

a) Non appointment of Company Secretary

The Board would like to bring to your notice that the Company has been trying to recruit a Company Secretary on best efforts basis since a long time but the Company has not been successful.

b) Clause 41 - Publication of Results audited and unaudited in news paper

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

c) Non appointment of Internal Auditor

Due to financial constraints the Board decided to appoint the Internal Auditor in Next Financial year keeping in mind revival of the Company in near future.

d) Delay in compliance with Clause 31 of the Listing Agreement

The Board would like to inform that there was a delay of 10 days in complying with the requirements of Clause 31.

e) Nonfiling of certain forms with ROC

With regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period.

However, the Company would ensure in future that all the provisions are complied to the fullest extent. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

15. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.chitradurga.co.in under investors/policy documents/ Vigil Mechanism Policy link.

16. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the Company.

17. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE I.

18. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.chitradurga.co.in.

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

Conservation of energy, technology absorption, foreign exchange earnings and outgo are nil during the year.

20. INDUSTRIAL RELATIONS:

During the year under review, your Company maintained cordial relationship with employees at all levels.

21. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited where the Company's Shares are listed.

22. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. During the year under the review, the Company has not given any new loans and not provided any Guarantees or made Investments under the provisions of Section 186 of the Companies Act, 2013;

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

6. Since, the Company having paid-up capital less than the threshold provided under Clause 49 of the Listing Agreement, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report

7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.

23. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Place: Challakere S. Rajasekharappa

Date: 13th August, 2015 Chairman

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with audited financial statements and accounts for the year ended March 31,2014.

Financial Highlights

(Rupees in Lakhs) Particulars 2013-14 2012-13

Gross Revenue 65.96 4.08

PBITD 56.17 -2.10

Net Profit/(-)Loss 56.17 -2.10

Operations:

Due to delay in getting approval for the Scheme of Arrangement pursuant to section 391 to 393 of the Companies Act, 1956 the Company is not in a position to undertake any projects of manufacturing, trading or weaving of Textile and other goods, and due to paucity of working capital. The Company has also not been able to raise any loans from Financial Institutions, which is essential for expanding its business activities. Hence, due to the reasons beyond the control of your Directors, your Company has not undertaken any business during the year, but with a view to mobilize the funds your Company has sold all its unusable assets. The Directors are under the process of exploring other avenues of diversifying into new areas of business.

Though there is no business is undertaken, its net worth remains positive and considering the fact that the Company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general they continue to adopt the going concern basis in preparing the annual report and accounts.

Dividend

In view of inadequacy of profits, your Directors are unable to recommend any dividend for the year under report. Corporate Governance

A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the auditors of the Company, Chetan N Dedhia, Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated under tie aforesaid Clause 49 is provided as annexure.

Management Discussion and Analysis Report

The management discussion and analysis of financial condition including the result of operation of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchange is given as a separate statement in Annual Report.

Auditors:

The Statutory Auditors of the Company, Chetan N Dedhia, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their willingness and eligibility for re-appointment and have also confirmed that their reappointment, if made, will be within the limits under Section 224(1 B) of the Companies Act, 1956.

Auditors'' Report:

The Board has duly examined the Statutory Auditors'' report to accounts which is self explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

Regarding Auditors comment on ''on going concern'' the Director contend that the Company will be able to continue as going concern, though the Company has not undertaken any business activity, its net worth remains positive and considering the fact that the Company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general and as borne out by AAS16 issued by the council of the ICAI, they continue to adopt the going concern basis in preparing the annual report and accounts.

Your Directors, continue their efforts to improve the financial viability of the Company and also take such steps as may be required under current laws and regulations in terms of disclosure and reporting required to be made to concerned statutory authorities.

Particulars of Employees

During the year there was no employee drawing remuneration beyond the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particu lars of Employees) Rules, 1975.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Disclosure in respect of conservation of energy as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, as amended is given below.

Conservation Of Energy. Technology Absorption, Foreign Exchange Earnings and Outgo are Nil during the year.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2 AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement it is hereby confirmed that:

i. In the preparation of he annual accounts for the financial year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii. 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 as at March 31,2014 and of the Profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the annual accounts of the Company on a ''going concern basis''.

Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, Bankers, various regulatory and Government authorities and for the valuable contributions made by the employees of the Company.

On behalf of the Board of Directors S. Rajasekharappa Challakere, May 21,2014 Chairman

---

Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting the 22nd Annual Report of the Company together with audited financial statements and accounts for the year ended March 31, 2013.

Financial Highlights

(Rupees in Lakhs)

Particulars 2012-13 2011-12

Gross Revenue 40.8 0.64

PBITD -2.10 -7.45

Cash Profit from operations -2.10 -7.45

Net Profit/(-)Loss -2.10 -7.45

Operations.

In view of the accumulated losses and erosion of more than 91% Net worth, the Company is not in position to undertake any projects of manufacturing, trading or weaving of Textile and other goods, and due to paucity of working capital, the Company has also not been able to raise any loans from Financial Institutions, which is essential for expanding its business activities. Hence, due to the reasons beyond the control of your directors your company has not undertaken any business during the year, but with a view to curtail the mounting losses the Company has leased the godown facilities on rent basis to State Warehouse Corporation and to private parties. But due to continued drought situation even demand for godown is also less hence building has been leased for part of the year. The directors are under the process of exploring other avenues of diversifying into new areas of business

In view of the above, the Company is seeking to reconstruct / restructure its capital by way of writing off its accumulated Capital loss against the reduction of its paid up capital which is not represented by available assets and to raise further capital through a preferential issue for infusing funds into the Company through a scheme of Arrangement pursuant to Section 391 to 393 of the Companies Act, 1956. The Board has accepted and recommended the scheme of Arrangement pursuant to Section 391 to 393 of the Companies Act, 1956 inter-alia : Reduction of Capital; Preference Allotment of Shares and Change of Management.

All remaining assets and liabilities are valued on a "Going Concern" basis. Though there is no business is undertaken, its net worth remains positive and considering the fact that the company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general they continue to adopt the going concern basis in preparing the annual report and accounts.

Dividend

In view of inadequacy of profits, your Directors are unable to recommend any dividend for the year under report.

Corporate Governance

A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the auditors of the Company, H.M.V. Murthy & Co., Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated under the aforesaid Clause 49 is provided as annexure.

Management Discussion and Analysis Report

The management discussion and analysis of financial condition including the result of operation of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchange is given as a separate statement in Annual Report.

Auditors:

The Statutory Auditors of the Company, M/s. H.M.V. Murthy & Co., Chartered Accountants, Bangalore, retire at the conclusion of the ensuing annual general meeting of the Company. Notice has been received u/s 224 of the Companies Act, proposing the appointment of M/s. Chetan N. Dedhia, Chartered Accountants, Mumbai, as Statutory Auditors of the company in place of the retiring Auditors who have expressed their inability to continue as Auditors of the company.

Auditors'' Report:

The Board has duly examined the statutory auditors'' report to accounts which is self explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

Regarding Auditors comment on ''on going concern'' the Director contend that the Company will be able to continue as going concern, though the company has not undertaken any business activity, its net worth remains positive and considering the fact that the company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general and as borne out by AAS16 issued by the council of the ICAI, they continue to adopt the going concern basis in preparing the annual report and accounts.

The huge accumulated losses suffered till closure of spinning activity by the company have been mainly on account of unstable and erratic market conditions which had affected adversely the entire industry rather than the operational performance of the company. Your directors, however, continue their efforts to improve the financial viability of the company and also take such steps as may be required under current laws and regulations in terms of disclosure and reporting required to be made to concerned statutory authorities.

Particulars of Employees

During the year there was no employee drawing remuneration beyond the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Disclosure in respect of conservation of energy as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, as amended is given below.

Conservation Of Energy. Technology Absorption, Foreign Exchange Earnings and Outgo are Nil during the year.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2 AA) of the Companies Act, 1956, with respect to the directors'' responsibility statement it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii. 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 as at March 31, 2013 and of the loss of the Company for the said period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the annual accounts of the Company on a ''going concern basis''.

Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, Bankers, various regulatory and Government authorities and for the valuable contributions made by the employees of the Company. On behalf of the Board of Directors

S. Rajasekharappa

Challakere, June 24, 2013 Chairman

---

Mar 31, 2011

Dear Shareholders,

The directors have pleasure in presenting the Twentieth Annual Report of the Company together with audited financial statements and accounts for the year ended March 31, 2011.

Financial Highlights (Rupees in Lakhs)

Particulars 2010-11 2009-10

Gross Revenue 5.78 9.73

PBITD 0.85 (83.66)

Cash Profit from operations 0.84 (89.74)

Net Profit/(-)Loss 0.84 (89.74)

Operations:

Due to the reasons beyond the control of your directors your company has not undertaken any business, but with a view to curtail the mounting losses the Company has leased the godown facilities on rent basis to State and Central Warehouse Corporations. The directors are under the process of exploring other avenues of diversifying into new areas of business

All remaining assets and liabilities are valued on a "Going Concern" basis. Though there is no business is undertaken, its net worth remains positive and considering the fact that the company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general they continue to adopt the going concern basis in preparing the annual report and accounts.

Dividend

In view of inadequacy of profits, your Directors are unable to recommend any dividend for the year under report.

Corporate Governance

A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the auditors of the Company, H.M.V. Murthy & Co., Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated under the aforesaid Clause 49 is provided as annexure.

Management Discussion and Analysis Report

The management discussion and analysis of financial condition including the result of operation of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchange is given as a separate statement in Annual Report.

Auditors:

The Statutory Auditors of the Company, M/s. H.M.V. Murthy & Co., Chartered Accountants, Bangalore, retire at the conclusion of the ensuing annual general meeting of the Company and have confirmed his willingness and eligibility for re-appointment and has also confirmed that his re-appointment, if made, will be within the limits under Section 224(1 B) of the Companies Act, 1956.

Auditors' Report:

The Board has duly examined the statutory auditors' report to accounts which is self explanatory and clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report. Regarding Auditors comment on 'on going concern' the Director contend that the Company will be able to continue as going concern, though the company has not undertaken any business activity, its net worth remains positive and considering the fact that the company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general and as borne out by AAS16 issued by the council of the ICAI, they continue to adopt the going concern basis in preparing the annual report and accounts.

Particulars of Employees

During the year there was no employee drawing remuneration beyond the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Disclosure in respect of conservation of energy as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, as amended is given below.

Conservation Of Energy. Technology Absorption, Foreign Exchange Earnings and Outgo are Nil during the year.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2 AA) of the Companies Act, 1956, with respect to the directors responsibility statement it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed and there are no material departures from the same;

ii. 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 as at March 31, 2011 and of the profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, Bankers, various regulatory and Government authorities and for the valuable contributions made by the employees of the Company.

On behalf of the Board of Directors

S. Rajasekharappa Chairman

Challakere, 27th August 2011

---

Mar 31, 2010

The directors have pleasure in presenting the Ninteenth Annual Report of the Company together with audited financial statements and accounts for the year ended March 31, 2010.

Financial Highlights (Rupees in Lakhs)

Particulars 2009-10 2008-09

Gross Revenue 9.73 167.60

PBITD (83.66) (82.19)

Cash Profit from operations (89.74) (122.38)

Net Profit/(-)Loss (89.74) (137.96)

Operations:

Pursuant to the approval of the members through postal ballot on 30.10.2008, the Company has disposed of some of the textile machineries after stoppage of spinning activity, and taken steps to dispose of remaining textile machineries. On account of loss on sale of machineries, deteriorated rawmaterial stock and payment of huge amount of arrears of sales tax on account of non grant of Textile Policy by the State Government, the company has incurred huge loss during the year. With a view to curtail the mounting losses the Company has leased the godown facilities on rent basis to State and Central Warehouse Corporations. The Company has cleared all secured liabilities and as of now the Companies liability is very meager which is normal in normal course of business.

All other remaining assets and liabilities are valued on a "Going Concern" basis and the directors are under the process of exploring other avenues of diversifying into new areas of business. Though the manufacturing activity is stopped, its net worth remains positive and considering the fact that the company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general they continue to adopt the going concern basis in preparing the annual report and accounts.

Dividend

In view of inadequacy of profits, your Directors are unable to recommend any dividend for the year under report.

Directors

During the year Mr. B. Ekanthappa has resigned from the Board due to personal reasons and the Company has appointed Mr.S. Thippeswamy in his place to comply with the clause 49 of the listing agreement and other provisions. The Board places on record its sincere appreciation for the services rendered by Mr.B.Ekanthappa during his tenure on the Board. Mr. S. Rajasekharappa, Mr. S. Chandrashekar, Mr. S.T. Thippeswamy, Mr. S. Prasannakumar and Mr. S. Thippeswamy directors of the company retire by rotation at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment

Corporate Governance

A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the auditors of the Company, H.M.V. Murthy & Co., Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated under the aforesaid Clause 49 is provided as annexure.

Management Discussion and Analysis Report

The management discussion and analysis of financial condition including the result of operation of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchange is given as a separate statement in Annual Report.

Auditors:

The Statutory Auditors of the Company, M/s. H.M.V. Murthy & Co., Chartered Accountants, Bangalore, retire at the conclusion of the ensuing annual general meeting of the Company and have confirmed his willingness and eligibility for re-appointment and has also confirmed that his re-appointment, if made, will be within the limits under Section 224(1 B) of the Companies Act, 1956.

Auditors Report:

The Board has duly examined the statutory auditors report to accounts which is self explanatory and clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report. Regarding Auditors comment on on going concern the Director contend that the Company will be able to continue as going concern, though the manufacturing activity is stopped, its net worth remains positive and considering the fact that the company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general and as borne out by AAS16 issued by the council of the ICAI, they continue to adopt the going concern basis in preparing the annual report and accounts.

Particulars of Employees

During the year there was no employee drawing remuneration beyond the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Disclosure in respect of conservation of energy as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, as amended is given below.

Conservation Of Energy. Technology Absorption, Foreign Exchange Earnings and Outgo is Nil during the year.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2 AA) of the Companies Act, 1956, with respect to the directors responsibilitystatement it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accountingstandards have been followed and there are no material departures from the same; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the loss of the Company for the said period. iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. The Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, Bankers, various regulatory and Government authorities and for the valuable contributions made by the employees of the Company.



On behalf of the Board of Directors

S. Rajasekharappa

Challakere, 27th August 2010 Chairman