Your directors take pleasure in presenting the 40^th Annual Report on the business & operation of your
Company together with Financial Statement for the year ended 31^st March, 2025

FINANCIAL PERFORMANCE (Rs. In Lakhs)

OPERATIONS AND PERFORMANCE

During the year Company has total revenue of Rs. 11301.90 Lakhs (Previous year Rs. 1383.04
Lakhs) and Profit of Rs 165.61 Lakhs (Previous year Profit of Rs. 113.75 Lakhs)

DIVIDEND

With a view to conserve resource for the company’s business activities, loss and requirement of the
working capital, Director’s regret to recommend any dividend on Equity Shares for the year.

TRANSFER TO RESERVES

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company
which have occurred after March 31, 2024 till date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Company is engaged in the Commercial Agriculture to deal in trading, export, import such
agricultural products.

India is known as “Land of Villages”. Near about 67% of India’s population live in villages. The
occupation of villagers is agriculture. Agriculture is the dominant sector of our economy &
contributes in various ways.

OPPORTUNITIES. THREATS, RISKS AND CONCERNS

The improvement in the global economic situation coupled with protection given by Indian
Government provides opportunity for growth and it is set to grow in Expected line Outlook. The
company expects the pressure on Quality Customer to continue due to competition

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company operates in single segment.

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

This ensures orderly and efficient conduct of its business, including adherence to the Company’s
policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting
records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating
effectively.

PRESENTATION OF FINANCIAL STATEMENTS

The financial performance of the Company for the year 2024-2025 is described in the Directors'
Report under the head Financial Performance of the Company'

DEPOSIT

The Company has not accepted any deposits to which provisions of Section 73 and 76 of the
Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on
31^st March, 2025.

AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

In 39^th AGM, M/s. J. Singh & Associates, Chartered Accountants was appointed as Chartered
Accountants for a term of 5 (five) consecutive years from the conclusion of 39^th AGM until
the conclusion of the 44^th Annual General Meeting (AGM) of the company to be held in the
year 2029.

B. SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s Dharti Patel & Associates, Practicing Company Secretary to undertake the
Secretarial Audit of the Company for the Financial Year 2024-2025 as required under
provision of sub-section 1 of section 204 of the Companies Act, 2013. The Company has
annexed with its Board’s Report, Secretarial Audit Report given by the Secretarial Auditor as
“Annexure 4”.

SHARE CAPITAL

During the year under review, your Company has allotted New Shares through Right Issue Dated 18^th
October, 2024 amounting to ? 48,95,05,500 divided into 1,08,90,000 Equity Shares of face value of ?
10 each at ?44.95 each.

The Authorized Share Capital of the Company is Rs. 35,00,00,000/- comprising of 3,50,00,000 equity
shares of Rs. 10/- each and the issued, subscribed and paid-up Share Capital of the Company is Rs.
13,61,25,000/- comprising of 1,36,12,500 equity shares of Rs.10/- each fully paid up as at 31^st March,
2025.

Your director state that no disclosure or reporting is required in respect of the following items as there
were no transaction/ events on these items during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of sweat equity shares.

iii) Issue of employee stock options.

iv) Provision of money by company for purchase of its own shares by employees or by trustees for
benefit of employees.

FACILITY OF DEMATERIALIZATION

Your Company has obtained the ISIN INE319T01016 from both the depositories’ i.e., CDSL and
NSDL to facilities its shareholder to dematerialize their physical shares in to Demat Mode.

BOARD & COMMITTEES:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Chaprajbhai Vikrambhai Algotar (DIN 10498037) Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered
himself for re-appointment.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The company has received necessary declaration from each Independent Directors under Section
149(7) of the Companies Act, 2013, state that he/she meets the criteria of independence as laid down
in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulations of SEB] (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 Audit
Committee, Nomination & Remuneration Committee and other Committees. The performance
evaluation of Independent Director was carried out by the entire Board excluding the Director being
evaluated.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS

The Nomination & Remuneration Committee of the Company leads the process for Board
appointments in accordance with the requirements of the Companies Act, 2013, the Regulations of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and other applicable
regulations and guidelines. 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.

The Nomination & Remuneration policy is available on the company website
www.mercurytradelinks.co.in. There has been no change in the policy since the last year.

BOARD MEETINGS

During the year Thirteen (13) meetings of the board of directors were held on the following date’s i.
e. 03-04-2024,29-05-2024, 03-06-2024,12-08-2024, 20-08-2024,03-09-2024, 05-09-2024,18-10¬
2024, 28-10-2024,13-11-2024, 13-12-2024,10-02-2025 and 15-03-2025.

The Company has adhered to the timeline of gap required to be maintained between each of the
Board meetings as prescribed under the Companies Act, 2013.

DIRECTORSHIP AND COMMITTEE MEMBERSHIP IN OTHER COMPANIES

None of the directors holds office as a director, including as alternate director, in more than twenty
companies at the same time. None of them has directorships in more than ten public companies. For
reckoning the limit of public companies, directorship of private companies that are either holding or
subsidiary companies of a public company are included.

As per the declarations received, none of the directors serve as an independent director in more than
seven listed companies and director in more than eight listed Companies.

None of the directors was a member in more than ten committees, nor a chairman in more than five
committees across all companies, in which he was a director. For the purpose of considering the limit
of the committees on which a director can serve, all public limited companies, whether listed or not,
have been included and all other companies including private limited companies, foreign companies
and companies under section 8 of the Companies Act, 2013 have been excluded.

INDEPENDENT DIRECTORS’ MEETING

As per Para VII (1) of Schedule IV to the Companies Act 2013, Independent Directors (IDs) are
required to hold at least one meeting without the attendance of non-independent directors and
members of management. During the FY 2024-25 Independent Directors duly met during the year
under review.

AUDIT COMMITTEE

The Company has constituted an Audit Committee as required under Section 177 of the Companies
Act, 2013 read with regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 with Stock Exchange.

As on the end of Financial Year 2024-25 Audit Committee comprises of three Directors as under:

The Committee comprised of, Ms. Priyanka K Gola Chairperson and Member and Mr. Aashray
Lakhani Member of the Committee, Ms. Shruti Gupta Members of the Committee.

During the year under review, the 4 Audit Committees were held during Financial Year 2024-2025.

The dates on which the said meetings were held are 22-05-2024, 12-08-2024, 13-11-2024 & 10-02¬
2025.

Minutes of meetings of the Audit Committee are circulated to members of the Committee and the
Board is kept apprised.

Members of the Audit Committee have requisite financial and management expertise.

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the
Company’s internal financial controls and financial reporting process. The Composition and quorum
are in accordance with Section 177(8) of the Companies Act, 2013. All members of the Audit
Committee possess financial/accounting expertise/exposure.

Functions of the Audit Committee:

The Audit Committee, while reviewing the Annual Financial Statement also review the applicability
of various Accounting Standards (AS) referred to in Section 133 of the Companies Act, 2013.
Compliance of the Accounting Standard as applicable to the Company has been ensured in the
preparation of the Financial Statement for the year ended 31^st March, 2025.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism (implemented in
the Company as a Risk Management Policy and Whistle Blower Policy) and review the finding of
investigation in the cases of material nature and the action taken in respect thereof.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee as required under Section
178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015.

The Board of Directors has adopted policy which lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also
lays down criteria for selection and appointment of Board Members. The same can be accessed on the
Company’s Website at www.mercurytradelinks.co.in.

MEETING AND ATTENDANCE:

As on the end of Financial Year 2024-25 Nomination and Remuneration Committee comprises of
three Directors as under:

The Committee comprised of, Ms. Priyanka K Gola Chairperson and Member and Ms. Bhawna
Saunkhiya Member of the Committee and Ms. Shruti Gupta Member of the Committee.

The Nomination and Remuneration Committee met Four times during the Financial Year 2024-25.

The dates on which the said meetings were held are 03-04-2024, 03-06-2024, 20-08-2024 and 05-09¬
2024.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted a qualified Stakeholder Relationship Committee as required under
Section 178 of the Companies Act, 2013 and applicable rules thereto and as per Regulation 20 of
SEBI (LODR), Regulations, 2015.

The Committee comprised of, Ms Shruti Gupta Chairperson and Member and Ms. Priyanka Gola
Member of the Committee, Mr. Aashray Lakhani Member of the Committee.

MEETINGS AND ATTENDANCE

The Stakeholder Relationship committee met one time during the Financial Year 2024-25. The
Committee met on 13-12-2024. The necessary quorum was present for the Meeting.

POLICIES AND GOVERNANCE

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company is incorporated under Whistle Blower Policy. Protected
Disclosures can be made by a Whistle Blower through an e-mail or to the Chairman of the Audit
Committee. The Policy on Vigil Mechanism and Whistle Blower Policy can be accessed on the
Company’s Website at www.mercurytradelinks.co.in.

RISK MANAGEMENT

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 through mitigating actions on a continuing basis. These are 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. These are routinely tested and certified by Statutory as well as
Internal Auditor. The Risk Management Policy of the Company is available on Company’s website at
www.mercurytradelinks.co.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Considering the lower turnover, net worth and net profit of the Company, provision of Section 135 of
the Companies Act, 2013 is not applicable to your Company, hence it is not required to formulate
Corporate Social Responsibility policy during the year 2024-25.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION:

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015, every listed entity shall frame a policy for
determination of materiality based on criteria specified in Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulation, 2015 duly approved by its board of
directors. Accordingly, your Company has adopted the same and made available on Company’s
website at www.mercurytradelinks.co.in

DOCUMENT RETENTION AND ARCHIVAL POLICY

Pursuant to Regulation 9 of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015, every listed entity shall have a policy for preservation of
documents, duly approved by its board of directors. Accordingly, your Company has adopted the
same. Policy is available on the website of the Company i.e., www.mercurytradelinks.co.in.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation, 2015.The Insider Trading Policy lays down the
guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of
the Company, as well as the consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
Insider Trading is available on our website www.mercurytradelinks.co.in

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

As the Company is not engaged in any manufacturing activities and there was no technology
absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the
information as required under Section 134(3) (m) of the Companies Act, 2013 read with The
Companies (Accounts) Rules, 2014 is to be regarded as Nil.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) which were entered into during the financial year were on an
arm’s length basis and were in the ordinary course of business and did not attract provisions of
section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the
SEBI Listing Regulations, 2015. During the year 2024-25 as required under section 177 of the
Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed
before the Audit Committee for approval.

There were no transactions entered into with related parties, during the period under review, which
may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form
AOC-2 is not applicable.

SUBSIDIARY COMPANY:

As on March 31, 2025, the Company does not have any subsidiary.

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

However, the Company has not made/given loans, guarantees or provided securities to other bodies
corporate or persons falling under the provisions of section 186 of the Act during the year 2024-25.

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

Your Company is committed to provide a safe & conducive work environment to its employees and
has formulated ‘Policy for Prevention of Sexual Harassment’ to prohibit, prevent or deter any acts of
sexual harassment at workplace and to provide the procedure for the redressal of complaints
pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the
year under review, no case of sexual harassment was reported. Policy is available on the website of
the Company i.e., www.mercurytradelinks.co.in.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3) (c) of the Companies Act, 2013 with respect to the Director’s
Responsibility Statement, it is hereby confirmed:

i) That in preparation of Annual Accounts for the Year ended 31^st March, 2025, the
applicable Accounting Standards have been followed along with proper explanation
relating to material departures.

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 state of affairs of the Company at the end of the Financial Year and of the
profit of the Company for that 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, 2013 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) The Directors had laid down Internal Financial Control to be followed by the Company
and such internal financial controls are adequate and were operating effectively.

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

INDIAN ACCOUNTING STANDARDS

Our company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant
provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate
Affairs from time to time. The significant accounting policies which are consistently applied have
been set out in the notes to the Financial Statements.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial
Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July
2015. The Company is in compliance with the same.

DETAILS OF NON-COMPLIANCE/ PENALTIES/ STRICTURES IMPOSED ON THE
COMPANY BY THE STATUTORY AUTHORITIES:

The Company has complied with the requirements of the Stock Exchanges, Securities and Exchange
Board of India and other statutory authorities on all matters relating to capital markets during the last
three years and no penalties or strictures have been imposed on the Company by any Stock Exchange,
Securities and Exchange Board of India or other statutory authorities.

COMPLIANCE OF MANDATORY AND DISCRETIONARY REQUIREMENTS:

Mandatory

The Company has fully complied with the mandatory requirement of the SEBI Listing Regulations,
2015.

MEANS OF COMMUNICATION:

The quarterly and annual financial results are sent to the Stock Exchanges immediately after they are
approved and taken on record by the Board of Directors. and are also made available on the website of
the Company, ‘www.mercurytradelinks.co.in’ and on BSE website (www.bseindia.com) Scrip Code:
512415). The Company displays official news releases as and when situation arises. Email id:
mercurvtradelinkslimited@gmail.com Annual Reports are dispatched to all the shareholders.

MAXIMUM TENURE OF INDEPENDENT DIRECTORS

The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and
regulation 25(2) of the SEBI Listing Regulations, 2015.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 17 of
Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations,
2015, the Board has carried out annual performance evaluation of its own performance, the directors
individually as well as evaluation of working of committees of Board of Directors.

Independent Directors, being evaluated by entire board except of Director being evaluated, on
meeting their obligations connected with their independence criteria as well as adherence with the
requirements of professional conduct, roles, functions and duties specifically applicable to
Independent Directors as contained in Schedule IV to the Companies Act, 2013.

Chairman and other Non-Independent Directors were being evaluated by Independent Director, who
also reviewed the performance of secretarial department. Performance evaluation of the Committees
and that of its members in effectively discharging their duties, were also being carried out by board.

STATUTORY DISCLOUSURE

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
placed on the Company’s website www.mercurytradelinks.co.in. A physical copy of the same will be
made available to any shareholder on request.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with
rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, will be made available to any shareholder on request, as per provisions of section 136(1)
of the said Act.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of directors’ places on record its sincere appreciation for the dedicated efforts put in by all
employees, their commitment and contribution at all levels, in most difficult and challenging
environment during the year. Your directors would like to record their sincere appreciation for the
support and co-operation that your Company received from business associates and other strategic
partners of the company.

Your directors wish to place on record their sincere appreciation and thanks for the valuable co¬
operation and support received from the Registrar of Companies, Ahmedabad Ministry of Company
Affairs, Company’s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and
shareholders at large and look forward to the same in greater measure in the coming years.

Your directors also wish to place on record their appreciation of the devoted services of the
company’s employee, which have in great way contributed to the Company’s progress.

For and on behalf of
Mercury Trade Links Limited

Sd/-

AASHRAY P LAKHANI
Managing Director
DIN: 10367223

Place: Ahmedabad, Gujarat
Date: 2^nd September, 2025