To,
The Members,
Mafia Trends Limited,
Ahmedabad
Your directors have pleasure in presenting the 09th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2026.
| Particulars | FOR THE YEAR ENDED ON 31.03.2026 | FOR THE YEAR ENDED ON 31.03.2025 |
| Revenue from Operations | 1513.45 | 797.70 |
| Other Income | 18.22 | 2.62 |
| Total Income | 1531.67 | 800.32 |
| Total Expenditure excluding Depreciation | 1468.72 | 743.3 |
| Profit before Depreciation and Tax | 62.95 | 57.03 |
| Depreciation | 0.91 | 0.80 |
| Profit before Tax | 62.04 | 56.23 |
| Current Tax | 15.00 | 15.20 |
| Deferred Tax | (0.27) | 0.20 |
| Short/(Excess) Provision of Income Tax of Previous Years | 0 | 0 |
| Profit after Tax | 47.31 | 40.83 |
(Amount in ? Lakhs)
The company is engaged in the business of marketing and selling of mens fashion which includes apparels such as jeans, t-shirts, shirts, chinos, formal trousers and formal shirts. There has been no change in the business of the company during the financial year ended 31st March, 2026.
Highlights of performance:
i. Revenue from operations for the year ended on 31st March 2026 and 31st March, 2025 is Rs. 15,13,45,000 and Rs. 7,97,70,000 respectively.
ii. Net profit for the year ended on 31st March 2026 and 31st March, 2025 is Rs. 47,31,000 and Rs. 40,83,000 respectively.
In order to conserve the resources of the Company for its business and future requirements, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.
During the year under review, the company has not transferred any amount to Investor Education and Protection Fund.
The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to Reserves for the year ended March 31, 2026.
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
The Company is registered with Registrar of Companies as Specialty Retail Textile Company and there is no change in the nature of the business of the Company.
During the year, there is no change in registered office of the company.
As at March 31, 2026, the Authorised Equity Share Capital of the Company is ?4,45,00,000/- divided into 44,50,000 equity shares of ?10/- each, and the Issued, Subscribed and Paid-up Equity Share Capital of the Company is ?4,43,35,500/- divided into 44,33,550 equity shares of ?10/- each, fully paid-up.
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.
The Company does not have any Subsidiary, Joint venture or Associate Company.
The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 2025-26.
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.
There were no guarantees provided or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. However certain loans were provided by the company during the year under review form parts of the Notes to Financial Statements provided in this Annual Report.
During the year The Company has entered and executed any related party transactions during the year under were on an arms length basis and in the ordinary course of business.
Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report as Annexure-A.
As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board.
Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL
| Name of Directors | Designation | Category | No. of Board Meeting Held (excluding ID Meeting) | No. of Board entitled to attend | No. of Board Meeting attended |
| Rajendra Singh Rajpurohit | Director | Managing Director | 7 | 7 | 7 |
| Mahendra Singh Rajpurohit | Director | Whole Time Director | 7 | 7 | 7 |
| Divya Savjibhai Thakor | Director | Non-Executive | 7 | 7 | 7 |
| Dharmesh Mithabhai Patel (w.e.f. 28 November, 2025) | Director | Non-Executive Independent | 7 | 2 | 2 |
| Parimal Suryakant Patwa | Director | Non-Executive Independent | 7 | 7 | 7 |
| Amit Rameshbahi Uttamchandani (Upto 28 November, 2025) | Director | Non-Executive Independent | 7 | 5 | 5 |
In accordance with the provisions of section 152(6) of the Act and in terms of Articles of Association of the Company, Mr. Mahendra Singh Rajpurohit (DIN: 07684132) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.
Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.
Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.
During the year under review, the Board duly met Seven (7) times on 29/05/2025, 30/06/2025, 04/09/2025, 14/11/2025, 28/11/2025, 29/01/2026, 16/02/2026 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. 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 the financial year and of the profit or loss of the Company for the year under review.
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:
| Name of Director | Category of Directorship | Designation | Number of meetings held | Number of meetings entitled to attend | Number of meetings attended |
| Amit Rameshbhai Uttamchandani (Upto 28 November, 2025) | Independent Director | Chairman | 5 | 5 | 5 |
| Mr. Parimal S Patwa | Independent director | Member | 5 | 5 | 5 |
| Mr. Rajendra Singh Rajpurohit | Non-Executive Director | Member | 5 | 5 | 5 |
| Mr. Dharmesh Mithabhai Patel (w.e.f. 28 November, 2025) | Independent Director | Chairman | 5 | 0 | 0 |
Broad terms of reference of the Audit Committee:
? Reviewing of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
? Recommending the appointment, remuneration and terms of appointment of external Auditor.
? Review and monitor the auditors independence and performance and effectiveness of audit process.
? Approval or any subsequent modification of transactions of the company with related parties.
? Scrutiny of inter-corporate loans and investments.
? Valuation of undertakings or assets of the Company, wherever it is necessary.
? Monitoring the end use of funds raised through public offers and related matters.
? Reviewing with management the Annual financial statements and half yearly and quarterly financial results before submission to the Board.
? Reviewing periodically the adequacy of the internal control system.
? Discussions with Internal Auditor on any significant findings and follow up there on.
The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.
Five meetings of the Audit Committee were held during the year viz. on 15/04/2025, 29/05/2025, 04/09/2025, 14/11/2025, 16/02/2026
Presence of Chairman of Audit Committee in previous AGM:
Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual General Meeting held on September 29, 2025.
The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.
The details of composition of Nomination and Remuneration Committee are as follows:
| Name Of Director | Category of Directorship | Designation | Number of meetings held | Number of meetings entitled to attend | Number of meetings attended |
| Amit Rameshbhai Uttamchandani (Upto 28 November, 2025) | Independent Director | Chairman | 4 | 4 | 4 |
| Mr. Parimal S Patwa | Independent director | Member | 4 | 4 | 4 |
| Mr. Dharmesh Mithabhai Patel (w.e.f. 28 November, 2025) | Independent Director | Chairman | 4 | 0 | 0 |
| Mrs. Divya Thakor | Non-Executive Director | Member | 4 | 1 | 1 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the company http://mafialifestyle.in
Broad terms of reference of the Nomination and Remuneration Committee:
? Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;
? Devising a policy on Board diversity;
? Formulation of Remuneration policy;
? Review the structure, size and composition of the Board;
? Identifying and selection of candidates for appointment as Directors;
? Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;
? Formulation of criteria for evaluation of Independent Directors and the Board.
During the financial year ended on 31st March 2026, the Nomination and Remuneration Committee met Four times on 15/04/2025, 29/05/2025, 04/09/2025, 28/11/2025.
The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:
| Name Of Director | Category of Directorship | Designation | Number of meetings held | Number of meetings entitled to attend | Number of meetings attended |
| Amit Rameshbhai Uttamchandani (Upto 28 November, 2025) | Independent Director | Chairman | 2 | 2 | 1 |
| Mr. Parimal S Patwa | Independent director | Member | 2 | 2 | 2 |
| Mr. Rajendra Singh Rajpurohit | Non-Executive Director | Member | 2 | 2 | 2 |
| Mr. Dharmesh Mithabhai Patel (w.e.f. 28 November, 2025) | Independent Director | Chairman | 2 | 2 | 1 |
During the financial year ended on 31st March 2026, the Stakeholders Relationship Committee met Two Time i.e. on 24/05/2025 and 13/02/2026
? Oversee and review all matters connected with the transfer of the Companys securities.
? Monitor Redressal of investors / shareholders / security holders grievances.
? Oversee the performance of the Companys Registrar and Transfer Agents
? Recommend methods to upgrade the standard of services to investors.
Details of Investors grievances/ Complaints:
| No. of Complaints pending as on April 01, 2025 | Nil |
| No. of Complaints identified and reported during Financial Year 2025-26 | Nil |
| No. of Complaints disposed during the year ended March 31, 2026 | Nil |
| No. of pending Complaints as on March 31, 2026 | Nil |
There were no pending requests for share transfer/dematerialization of shares as of 31st March, 2025-26.
COMPLIANCE OFFICER
Mrs. Bhoomika Mangal, is appointed as compliance officer in the Company for the meeting held after January 02, 2025 up to April 04th, 2026.
Presence of Chairman in the previous AGM:
Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual General Meeting held on September 29, 2025.
During the financial year 2025-26, the Independent Directors of the Company met separately on June 10, 2025, without the presence of Non-Independent Directors and members of the Management.
At the meeting, the Independent Directors, inter alia:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.
The said policy is also available on the website of the Company at http://mafialifestyle.in .
Further, M/s. Asit N. Shah & Co, Chartered Accountants, Ahmedabad (FRN.: 100624W), has been appointed as Statutory Auditors of the Company to hold office from the conclusion of the 08th Annual General Meeting till the conclusion of the 12th Annual General Meeting of the Company to be held in the year 2029, i.e., for a term of five years F.Y.2024-2025 to F.Y.2028-29.
There are no qualifications, reservations or adverse remarks made by M/s. Asit N. Shah & Co, Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March 2026 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.
The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed M/s. Ashish Ramnani & Associates, as an Internal Auditor of the Company.
As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit Report issued by M/s. Brajesh Gupta & Co Practicing Company Secretary in Form-MR-3, attached and marked as Annexure B, for the period under review forms part of this report. The said report does not contain any qualification/ remarks.
Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para-C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange. Hence, your Company is listed on SME platform of BSE Limited, the Corporate Governance Report is not applicable and therefore not provided by the Board.
The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an Annexure-C to this report.
The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.
The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.
The provisions under Section 135 of the Companies Act, 2013 are not applicable to the Company hence, your Company has not developed and implemented any Corporate Social Responsibility initiatives.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, including provisions relating to maternity leave, benefits, and protection of employment for women employees.
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives (Code) as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the...
The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2026 is available on the Companys Website at http://mafialifestyle.in .
The board hereby states that the independent directors appointed during the year possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent Directors appointed during the year have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
During the financial year ended on 31st March, 2026, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.
Not applicable during the year under review.
As on March 31, 2026, there were 44,33,550 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 100% of the total issued, subscribed and paid-up capital of the Company.
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:
Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
Registered office: 1, Prabhu Kutir Complex Sandesh Press Road, Vastrapur Ahmedabad 380015 Gujarat
By order of Board of Directors MAIFA TRENDS LIMITED
Place: Ahmedabad Date: September 18, 2026
Sd/- Rajendra Singh Rajpurohit Managing Director DIN: 07684092
Sd/- Mahendra Singh Whole-time Director DIN: 07684132
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