Mafia Trends Ltd Directors Report

The Companys financial performance for the year under review along with previous years figures is given hereunder (Rounded off 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 31^st march, 2025.

The highlights of the companys performance are as under:

i. Revenue from operations for the year ended on 31^st march 2025 and 31^st March, 2024 is Rs. 797.70 Lakhs and Rs. 663.06 Lakhs respectively.

Iii. Net profit for the year ended for the year ended on 31^st March 2025 and 31^st March, 2024 is Rs. 40.82 Lakhs and Rs. 33.18 Lakhs respectively.

During the year the company your Company has declared the interim Dividend, the details of which are as follows:

PROTECTION FUND

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, 2025.

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.

SECRETARIAL STANDARD 2

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.

10. SHARE CAPITAL: Authorised Capital:

The Authorized Share capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-up Capital:

The Issued, Subscribed and Paid Up Capital of the company is Rs. 4,43,35,500/- (Four Crore Forty-Three Lakhs Thirty-Five Thousands Five Hundred Only) Equity Shares of Rs. 10/- Only (Rupees Ten Only).

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

13. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

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.

14. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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 2024-25.

15. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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.

18. PARTICULARS OF EMPLOYEES:

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.

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

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

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

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, 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.

iii. KEY MANAGERIAL PERSONNEL:

iv. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and Remuneration Committee a nnually 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.

v. DECLARATION OF INDEPENDENCE:

Mr. Amit Rameshbhai Uttamchandani (DIN: 10278185) ,Mr. Parimal Suryakant Patwa (DIN: 00093852) are the existing Independent Directors the Company have given declarations confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company. vi. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: 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 (8) times on 22/04/2024, 02/05/2024, 22/05/2024, 24/05/2024, 04/09/2024, 30/10/2024, 14/11/2024, 13/01/2025, 19/03/2025 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

21. DIRECTORS RESPONSIBILITY STATEMENT:

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.

22. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS: [A] AUDIT COMMITTEE:

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:

The broad terms of reference of the Audit Committee are as under:

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.

Six meetings of the Audit Committee were held during the year viz. on 22/04/2024, 02/05/2024, 22/05/2024, 04/09/2024, 30/10/2024, 13/01/2025

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 30, 2025.

[B] NOMINATION AND REMUNERATION COMMITTEE:

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:

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

The broad terms of reference of the Nomination and Remuneration Committee are as under:

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 31^stMarch 2025, the Nomination and Remuneration Committee met Four times on 22-05-2024, 24-05, 2025, 14-11-2024, 02-01-2025.

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

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:

During the financial year ended on 31^stMarch 2025, the Stakeholders Relationship Committee met Two Tme i.e. on 24/05/2024 and 13/02/2025 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.

Carry out any other function as is referred by the board from time to time or enforced by any statutory notification/ amendment or medication as may be applicable

Details of Investors grievances/ Complaints:

There were no pending requests for share transfer/dematerialization of shares as of 31^st March, 2024-25.

COMPLIANCE OFFICER

Mrs. Bhoomika Mangal, is appointed as compliance officer in the Company for the meeting held after January 02, 2025.

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, 2024.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

24. AUDITORS: A. Statutory Auditors

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 08^th Annual General Meeting till the conclusion of the 12^th Annual General Meeting of the Company to be held in the year 2029, i.e., for a term of five years .Y.2025-2025 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 31^st March 2025 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.

Reporting of frauds by Auditors

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.

B. Internal Auditor

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.

C. Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

D. Secretarial Auditors

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. Aanal Mehta & Associates 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.

25. CORPORATE GOVERNANCE:

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.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

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.

27. GREEN INITIATIVE:

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.

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

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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.

30. CODE FOR PREVENTION OF INSIDER TRADING:

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 procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Companys obligation to maintain a structured digital database (“SDD”), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

31. ANNUAL RETURN:

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 31 ^st March, 2025 is available on the Companys Website at http://mafialifestyle.in.

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

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.

33. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016:

During the financial year ended on 31^stMarch, 2025, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF: Not applicable during the year under review.

35. DEMATERIALIZATION OF SHARES

As on March 31, 2025, 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.

36. OTHER DISCLOSURES / REPORTING:

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: 1. Details relating to deposits covered under Chapter V of the Companies Act, 2013. 2. Issue of equity shares with diff) erential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

37. ACKNOWLEDGEMENTS:

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.