Your directors pleased to present the 42^nd Annual Report on the Business and Operations of the Company
together with the Audited Financial Statement for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the
previous financial year ended on 31^st March, 2024 is given below:

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 3,533.85 Lakhs compared to the total revenue of Rs. 708.68
Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 2024-25 of
Rs. 11.15 Lakhs as compared to Profit before tax of Rs. 19.30 Lakhs of previous Financial Year. Net Profit after
Tax for the Financial Year 2024-25 is Rs. 5.46 Lakhs as against Net Profit after tax of Rs. 17.68 Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the
Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend
any dividend for the Financial Year 2024-25 (Previous year - Nil).

5. SHARE CAPITAL:

A. Authorised Share Capital:

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 10,00,00,000/- (Rupees
Ten Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Re. 10.00/- (Rupee Ten
Only).

B. Paid-up Share Capital:

The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 10,00,00,000/- (Rupees Ten
Crores Only) divided into 1,00,00,000 (Ten Crores) Equity Shares of Re. 10.00/- (Rupee Ten Only).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed
for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During
the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for
a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss
account of the Company under Reserves and Surplus.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company's website at mihikaindustries@ gmail. com.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company
which have occurred between the end of the financial year to which the financial statements relate and the
date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the
going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board
Matters.

During the year under the review, the Board of Directors met 9 (Nine) times viz. 24^th May, 2024, 5^th June, 2024,
19^th July, 2024, 14^th August, 2024, 6^th September, 2024, 30^th September, 2024, 9^th October, 2024, 11^th
November, 2024 and 14^th February, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the
best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there are no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of financial year and of the loss of the Company for the financial year ended on
31^st March, 2025.

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

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to Company as the Company does
not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and
provides the Company’s current working and future outlook as per "Annexure -1".

15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

16. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by
The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.

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

The Company has framed formal Risk Management framework for risk assessment and risk minimization for
Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and
effective management control. The Audit Committee also reviews the adequacy of the risk management frame
work of the Company, the key risks associated with the business and measures and steps in place to minimize
the same.

18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors
on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC

had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings
were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors
and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the
Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination
and Remuneration Committee, the performance of the Board, its committees, and individual directors was
discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the
resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness
amongst the Board Members, constructive relationship between the Board and the Management, and the
openness of the Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees
and individual directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was
carried out by the Independent Directors. The exercise of performance evaluation was carried out through a
structured evaluation process covering various aspects of the Board functioning such as composition of the
Board & committees, experience & competencies, performance of specific duties & obligations, contribution at
the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across the
organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During
the financial year, such controls were tested and no reportable material weaknesses in the design or
operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded in the
business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control
self-assessment, continuous monitoring by functional experts. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively and are operating as
intended.

During the year, no reportable material weakness was observed.

20. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the
Companies Act, 2013 are provided in the financial statement.

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

During the year under review, Company has not entered in any Related Party Transactions.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at
https://www.mihikaindustries.co.in/.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related parties.
Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted
omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen,
not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are
reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock
Exchanges.

23. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company’s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the
policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective
of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy
provides for anti-bribery and avoidance of other corruption practices by the employees of the
Company.

25. CONSERVATION OF ENERGY. TECHNLOGY. ASBSORPOTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the
Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2024-25;

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received
remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures
as required are provided in AS-18 which is forming the part of the notes to financial statement.

28. DIRECTORS AND KEY MANAGERIALPERSONNEL:

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

¹Ý Mr. Akash Prakash Shah has been appointed as a Managing Director and Mr. Pranav Kamleshkumar Trivedi has resigned as a
Managing Director w.e.f. 5^th June, 2024.

². Mr. Parth Rajeshbhai Rupareiiya has been appointed as Executive Director w.e.f. 19^th July, 2024.

³. Mr. Sagar Kumar Dataniya has resigned as Non-Executive Director of w.e.f. 19^th July, 2024.

⁴. Mr. Pawansut Swami has resigned as Company Secretary and Compliance Officer w.e.f. 9^th October, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the
Company during the Financial Year 2024-25 and till the date of Board's Report.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Sweta Rashikbai Panchal, Ms. Nilam Makwana, Independent Directors of the Company has confirmed to the
Board that he meets the criteria of Independence as specified under Section 149 (6) of the Companies Act,
2013 and he qualifies to be an Independent Director. He has also confirmed that he meets the requirement of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

30. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is not exceeding Rs. 10.00/- Crores and Turnover is not exceeding Rs.
25.00/- Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits
during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of
interest during the financial year.

32. AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

M/s S K Bhavsar & Company, Chartered Accountants, bearing (FRN:145880W) were appointed as the
Statutory Auditors of the Company for the period of 5 (Five) consecutive years from the conclusion of 41^st
Annual General Meeting held in the year 2024 till the conclusion of 46^th Annual General Meeting of the
Company to be held in the year 2028.

The Auditors have also furnished a declaration confirming their independence as well as their arm’s length
relationship with your Company as well as declaring that they have not taken up any prohibited non-audit
assignments for your Company. The Audit Committee reviews the independence of the Auditors and the
effectiveness of the Audit Process.

The Auditor’s report for the Financial Year ended 31^st March, 2025 has been issued with an unmodified
opinion, by the Statutory Auditor.

B. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Ms.
Monika Shekhawat, Proprietor of M/s. Shekhawat & Associates, Company Secretaries, Ahmedabad as a
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as "Annexure- II" in Form
MR-3.

33. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor's Report:

The Board confirms that the Secretarial Audit Report issued by M/s. Shekhawat & Associates, Practicing
Company Secretaries, for the financial year ended 31^st March, 2025, does not contain any qualification,

observations, adverse remark, or disclaimer. The Board appreciates the confirmation of compliance and
takes note of the observations, if any, provided for better governance.

34. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on
24^th May, 2024, 19^th July, 2024, 6^th September, 2024, 9^th October, 2024, 11^th November, 2024 and 14^th
February, 2025 the records of the members of the Committee for the year ended on 31^st March, 2025 are as
follows:

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration committee as tabulated
below, was held on, 18^th July, 2024, 14^th February, 2025 and 11^th March, 2025 the records of the members of
the Committee for the year ended on 31^st March, 2025 are as follows:

C. Composition of Stakeholder's Relationship committee:

During the year under review, meetings of members of Stakeholder's Relationship committee as tabulated
below, was held on 6^th September, 2024 the records of the members of the Committee for the year ended on
31^st March, 2025 are as follows:

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to its employees.
Your directors further state that during the year under review there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the
Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the
year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

36. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e. National Securities Depository Limited (“NSDL”) and
Central Depository Services (India) Limited (“CDSL”) and the Demat activation number allotted to the
Company is ISIN: INE779Q01017. Presently shares are held in electronic and physical mode.

37. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued
to remain cordial during the year under review

38. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such
accounts and records are not required to be maintained.

39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

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

40. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a
periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed
to create a high-performance culture. It enables the Company to attract, retain and motivate employees to
achieve results. The Company has made adequate disclosures to the members on the remuneration paid to
Directors from time to time. The Company's Policy on director's appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.mihikaindustries.co.in

41.STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of
SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and
explanation about the performance of the Company.

42. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the
evaluation of its own performance, performance of Individual Directors, Board Committees, including the
Chairman of the Board on the basis of attendance, contribution towards development of the Business and
various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The
evaluation of the working of the Board, its committees, experience and expertise, performance of specific
duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation
process and outcome.

In a separate meeting of Independent Directors i.e. held on Monday, 20^th January, 2025, the performances of
Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements of the expansion
plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

43. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial
Institutions.

44. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and
other business associates who have extended their valuable sustained support and encouragement during the
year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the
commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the
continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of,

3, Bentinck Street 2^nd Floor, Kolkata, West Bengal, Mihika Industries Limited

India - 700 001

Corporate Office:

B 1810 Navratna Corporate Park, Ashok Vatika, .

Ambli, Ahmedabad, Daskroi, Gujarat, India - 380
058

Sd/- Sd/-

Parth Rajeshbhai Rupareliya Aakash Prakash Shah
Place: Ahmedabad Director Managing Director

Date: 6^th September, 2025 DIN: 10703133 DIN: 08843980