Maharaja Shree Umaid Mills Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure to present the 85^th Annual Report together with the Audited Financial Statements of the Company for the year ended on 31^st March 2025 (year under review).

1. FINANCIAL RESULTS-

The Financial Results are given hereunder:

? (INR in Lakhs)

Particulars	Year ended on 31.03.2025	Year ended on 31.03.2024
Total Revenue	60757.57	54823.86
Gross Profit/(Loss) before depreciation & amortisation expense and finance cost	15989.52	9607.69
Finance Cost	5263.61	4892.95
C ash Profit/(Loss) before depreciation & amortisation expense and taxes	10725.91	4714.74
Depreciation & Amortisation Expense	4646.27	4536.48
Profit/(Loss) before Extraordinary Items	6079.64	178.26
Extraordinary & Exceptional Items	832.50	253.92
Profit/(Loss) before taxes	5247.14	(75.66)
Provision for taxes	696.08	24.90
Profit/(Loss) after tax for the year	4551.05	(100.56)
Other Comprehensive Income	122.62	2494.54
Total Comprehensive Income	4673.67	2393.98
Profit/(Loss) after tax for the year	4551.05	(100.56)
Balance of Other Comprehensive Income	122.62	2494.54
Balance brought forward from previous year	44545.60	44610.61
Profit available for appropriation	49096.65	44545.60
Appropriations:
Proposed Dividend
Tax on Proposed Dividend
Transferred to General Reserve
Balance carried to Balance Sheet	49096.65	44545.60
Earning per equity share:
Basic	2.27	(0.05)
Diluted	2.27	(0.05)

Basis of preparation of financial statements:

The standalone financial statements of the Company comply in all material aspects with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.

2. BRIEF DESCRIPTION OF THE COMPANYS OPERATIONS DURING THE YEAR AND FUTURE OUTLOOK

Performance Summary for the Financial Year Ended March 31,2025:

During the year under review, the Company operated across three reportable segments: Textiles, Renewable Energy, and Financing & Investments. The Company recorded a consolidated revenue of ?60,757.57 Lakhs, marking a year-on-year growth of 10.82%. EBITDA stood at ?15,989.52 Lakhs, while Profit Before Tax reached ?5,247.14 Lakhs. Key financial metrics including EBITDA margin, net profit margin, and interest coverage ratio·showed

notable improvement compared to the previous fiscal year.

Segment-Wise Highlights

Textiles Division:

Despite this overall improvement, the Textile Division faced significant challenges. Revenue and margins remained under pressure due to rising input costs, oversupply of yarn, weak exports, muted demand, and inflationary trends. Additionally, global geopolitical disruptions including the Russia - Ukraine conflict and the Israel-Hamas crisis led to supply chain issues, uncertainity and recessionary pressures. Increases in raw material, power, and fuel costs could not be fully passed on to customers, further affecting performance.

On the global front, growth remained stable at ~3.0% during the year. The International Monetary Fund (IMF), in its World Economic Outlook (WEO) July update stated that global inflation is expected to continue to decline, with headline inflation

falling to 4.2 percent in 2025 and 3.6 percent in 2026.While geopolitical risks remain elevated, the Indian textile industry is projected to grow at a 9-10% CAGR by 2030, supported by sustainability, circular economy initiatives, digital transformation, and favorable government policies, including enhanced budget allocations, the Five-Year Cotton Mission, and the PLI Scheme. These factors are expected to attract new investments and support longterm growth.

The Board remains confident of improving the Companys operational performance by leveraging its inherent strengths, strong brand equity in yarn and fabrics, and proactive strategies. Innovative initiatives are underway to enhance the topline through value- added products in the suiting and shirting segment, new business opportunities, and by anticipating improvement in domestic and export demand.

Renewable Energy Division:

The Companys Renewable Energy portfolio comprises a total installed capacity of

107.35 MW, including 32.35 MW of wind energy and 75 MW of solar energy projects located in Rajasthan and Maharashtra. This segment is primarily focused on power generation and sale to state utilities under long-term Power Purchase Agreements (PPAs). While power offtake remains secured through these agreements, operational efficiency and optimal generation remain critical to performance.

Financing and Investment Division:

This division is engaged in strategic investments across immovable properties, Shares & Securities, and structured financing. The Company identifies high-potential assets for medium- to long-term investments, realizing gains through timely divestments. Additionally, the Company extends loans and makes investments both within and outside its group entities.

Disclosure of financials performance of above mention reportable segments has been made in the note no. 48 of the Standalone Financial Statements and forms part of the Annual Report.

3. DIVIDEND

To strengthen the financial position of the Company and to conserve the available resources of the Company for future prospects your Directors do not recommend any dividend for the financial year ended 31^st March, 2025.

4. TRANSFER TO RESERVES

The Board of the Company do not propose to carry any amount to general reserves for the year under review.

5. SHARE CAPITAL

A Scheme of Amalgamation between 33 Group Companies (Transferor Companies) with the Company (Transferee Company) was sanctioned by Honble NCLT at Kolkata Bench on 23^rd October, 2024. The scheme became effective upon filing of certified copies of the order of Honble NCLT, Kolkata Bench with Registrar of Companies at MCA portal on December 10, 2024. Subsequently the Authorised share capital of Company has been increased from Rs. 90,00,00,000 (Rupees Ninety Crores Only) divided into 9,00,00,000 (Nine Crores) Equity Shares of Rs. 10/- each to Rs. 2,72,24,00,000 (Rupees Two Hundred Seventy Two

Crore Twenty Four Lakh) divided into 26,22,40,000 Twenty Six Crore Twenty Two Lakh Forty Thousand) Equity oi Rs. 10/- each and 10,00,000 (Ten Lakh) Optionally Convertible Redeemable Preference shares (OCRPS) oi Rs. 100/- (One Hundred) each.

The paid up share capital of the Company also has been increased from Rs. 88,24,45,490/- (Rupees Eighty Eight Crores Twenty Four Lakhs Forty Five Thousands Four Hundred Ninety Only) divided into 8,82,44,549/- (Eight Crores Eighty Two Lakhs Forty Four Thousands Five Hundred Forty Nine Only) Equity shares of Rs. 10/- each to Rs. 2105806500/- (Two Hundred Ten Crore Fifty Eight Lakh Six Thousand Five Hundred Only) divided into 20,05,80,650 (Twenty Crore Five Lakh Eighty Thousand Six Hundred Fifty Only) Equity shares of Rs. 10/- each and

10.00. 000 (Ten Lakh) Optionally Convertible Redeemable Preference shares (OCRPS) oi Rs. 100/- (One Hundred) each.

During the year under review Company has allotted

6.00. 000 (Six Lakh) Optionally Convertible

(OCRDs

of Rs.100/- (One Hundred) each amounting toRs.6,00,00,000

(Six Crore).

During the year under review, the Company neither issued shares with differential voting rights nor granted any stock options or sweat equity as on 31^st March, 2025.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the business of the Company.

However, post implementation of the Scheme of Amalgamation as mentioned herein above between 33 Group Companies (Transferor Companies) with the Company (Transferee Company) sanctioned by Honble NCLT at Kolkata Bench dated 23^rd October, 2024, the company has created a new segment i.e. Financing and Investment with appointed date i.e. 1^st April, 2023.Now, the company has following reportable business segment:

1. Textile

2. Renewable Energy

3. Financing and Investment

7. MATERIAL CHANGES AND COMMITMENTS

National Company Law Tribunal (NCLT) at Kolkata Bench vide their order dated October 23,

2024, sanctioned the Scheme of Amalgamation between 33 companies ("Transferor Companies") with Maharaja Shree Umaid Mills LimitedfTransferee Company") and their respective shareholders and creditors, pursuant to the provisions of section 230 to 232 and other provisions of the Companies Act, 2013 ("the Scheme") for the amalgamation of the transferor Companies with the transferee Company. The Scheme became effective upon filing of certified copies of the Orders of the National Company Law Tribunal at Kolkata Bench to Registrar of Companies, Kolkata on December 10, 2024.

The Scheme has an appointed date i.e., April 01, 2023, which, inter alia, provides for the amalgamation of Transferor Companies and Transferee Company and upon the Scheme becoming effective, the business of the transferor stands transferred to and vested in the Transferee Company with effect from the appointed date as a going concern, without any further deed or act, together with all the properties, assets, rights, liabilities, benefits, and interest therein, subject to any existing lien, which shall be deemed to be modified subject to

the provisions of the Scheme.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

National Company Law Tribunal (NCLT) at Kolkata Bench vide their order dated October 23, 2024, sanctioned a Scheme of Amalgamation between 33 companies ("Transferor Companies") with Maharaja Shree Umaid Mills LimitedfTransferee Comnany") and their respective shareholders and creditors, pursuant to the provisions of section 230 to 232 and other provisions of the Companies Act, 2013 ("the Scheme") for the amalgamation of the transferor Companies with the transferee Company. The Scheme became effective upon filing of certified copies of the Orders of the National Company Law Tribunal at Kolkata Bench to Registrar of Companies, Kolkata on December 10, 2024.

Kota Establishment has been under closure since 1985 & Honourable Supreme Court of India had upheld the closure during 2011. Subsequently, the Government initiated steps for taking over part of the land & not strictly as per the laws of the

Land. The Company has challenged the decisions of the Government for taking over part of the land. Presently the Companys petition is pending before the Honourable High Court of Rajasthan.

9. CORPORATE RESTRUCTURING

The Board of Directors of the Company has approved a new Scheme of Amalgamation between 20 group companies ("Transferor Companies") with Maharaja Shree Umaid Mills Limited ("Transferee Company") and their respective shareholders and creditors, pursuant to the provisions of section 230 to 232 and other provisions of the Companies Act, 2013 ("the Scheme") for the amalgamation of the transferor Companies with the transferee Company at their meeting held on March 25, 2025 with

appointed date April 1, 2024. The said scheme has been filed with Honble NCLT, Kolkata Bench on March 31, 2025.

10. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public/ members under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. HOLDING, SUBSIDIARIES AND ASSOCIATES

The Company continued to be a subsidiary of Placid Limited during the year under review.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company consolidating

financial statements of its subsidiaries, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries as required in Form AOC-1 is also provided in Annexure A to this Report.

Consequent to the scheme of amalgamation sanctioned by the Honble NCLT at Kolkata bench on 23^rd October, 2024, the following companies became subsidiaries and associates of the company:

List of Subsidiaries:

1. Subiray Greeneries Pvt. Ltd..

2. Rawaye Greenpark Pvt. Ltd.

3. Akruray Greenhub Pvt. Ltd.

4. Dakshinay Greenpark Pvt. Ltd.

5. Dakshay Greeneries Pvt. Ltd.

6. Santay Greenfield Pvt. Ltd.

7. Swastine Greenpark Pvt. Ltd.

8. Suruchaye Greeneries Pvt. Ltd.

9. Chakrine Greenfield Pvt. Ltd.

10. Kapilay Greeneries Pvt. Ltd.

11. Jiwanay Greenview Pvt. Ltd.

List of Associates:

1. Kiran Vyapar Limited

2. The Marwar Textile (Agency) Limited

3. Winsome Park Private Limited

4. ThelndianCottonPurchasers Limited

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements has been placed on the website of the Company at https://msum india. com / financials /.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiaries may write to the Company Secretary at the

Companys registered office.

12. TRANSFER OF SHARES AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATIONAND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are

required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, there were no unclaimed dividend for a period exceeding seven years. Accordingly, there was no requirement for transfer of unclaimed dividend & Shares to IEPF Authority according to the provisions of section 124 and 125 of the Companies Act, 2013 and rules thereof.

13. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ANDFOREIGN EARNING/ OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required under the provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out in the Annexure B to this Report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a

Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on May 29, 2014. The Annual Report on Corporate Social Responsibility (CSR) activities pursuant to clause (o) of subsection (3) of section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in the Annexure C to this Report. The Corporate Social Responsibility Policy is placed on the website of the Company at https://msum india.com / financials /.

The Company, along with other Group Companies, has set up a Registered Public Charitable Trust named as LNB Group Foundation as implementing agency of the Company to carry out CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

15A.DIRBCTORS AND KEY MANAGERIAL PERSONNEL

a) Details of Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013, Mrs. Alka Devi Bangur

(DIN: 00012894), Director of the Company, who is liable to retire by rotation at the ensuing

Annual General Meeting and being eligible, offers herself for re-appointment as director liable to retire by rotation. The Board recommends her reappointment at the ensuing Annual General Meeting.

b) Appointment/Re-appoint- ment of Directors

(i) Mr. Kashi Prasad Khandelwal (DIN: 00748523)

During the year under review the Board of Directors has appointed Mr. Kashi Prasad Khandelwal (DIN: 00748523) as an Independent Director (Category- Independent, NonExecutive) of the Company w.e.f. 8^th September 2024 and the same was approved with the requisite majority by the shareholders on 15^th December 2024 by way of Postal Ballot being the last date fixed for e- voting by the Company.

(ii) Mr. Chanchalmal Bachhawat (DIN: 02302769)

During the year under review the Board of Directors has appointed Mr. Chanchalmal Bachhawat (DIN : 02302769 as an Independent Director (Category-Independent, NonExecutive) of the Company w.e.f. 8^th September 2024 and

the same was approved with the requisite majority by the

shareholders on 15^th December 2024 by way of Postal Ballot being the last date fixed for e- voting by the Company.

c) Cessation/Resignation of Directors

(i) Mr. Amitav Kothari (DIN: 01097705)

During the year under review, Mr. Amitav Kothari (DIN : 01097705) retired as NonExecutive Independent Directors of the Company on account of completion of second term with effect from 9^th September, 2024.

The Board placed on record its sincere appreciation for his contribution towards the success of the Company, during is

Independent Director on the Board of the Company.

(ii) Mr. Yogesh Bangur (DIN: 02018075)

During the year under review, Mr. Yogesh Bangur has resigned as the Deputy Managing Director (Director and Key Managerial Personnel) of the Company with effect from closing business hours of 31^st March, 2025.

Apart from the aforesaid appointment /re-appoint-

ment / cessation / resignation, there is no other change in the composition of the Board of Directors of the Company.

d) Appointment/Resignation of Key Managerial Personnel

During the year under review, Mr. Hansmukh Patel has resigned as the Chief Financial Officer of the Company with effect from 1^st August, 2024. Upon his resignation, the Board of Directors at their meeting held on 14^th February, 2025 appointed Mr. Laxmi Narayan Mandhana as the Chief Financial Officer of the Company with effect from 14^th February 2025.

B) DECLARATION BY

INDEPENDENT DIRECTORS

The Company has received declaration from the Independent Director(s) of the Company declaring that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of the Independent Director and are independent of the management.

C) PERFORMANCE EVALUATION

Pursuant to the provisions of Companies Act, 2013, the

Company has adopted the Remuneration Policy with comprehensive procedure on performance evaluation. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body, included parameters like qualification and diversity of Board members, method and criteria for selection of independent directors to ensure independence, availability, appropriateness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long-term strategic planning etc. Based on these criteria, the performance of the

Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of the Board, its Committees, Chairman and individual Directors, in their separate meeting held without the participation of other NonIndependent Directors and members of management. Based on their review, the Independent Directors, hold a unanimous opinion that the Non-Independent Directors, including the Chairman to the Board are experts with sufficient knowledge in their respective field of activities.

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company business policy and strategy apart from other Board businesses. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of the Board /

Committee meeting is given well in advance to all the Directors.

Usually, meetings of the Board are held at registered office at Kolkata. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, the Board met 7 (Seven) times viz., on 14^th May, 2024, 22^nd July, 2024, 8^th September, 2024, 5^th November, 2024, 30^th December,

2024, 14^th February, 2025 and 25^th March, 2025. The maximum interval between any two meetings did not exceed the maximum gap provided under the provisions of the Companies Act, 2013. A separate meeting of Independent Directors of the Company has been also conducted on 14^th February,

2025.

17. COMMITTEES OF THE BOARD

There are currently 4 (Four) Committees of the Board, as follows:

A) Audit Committee

B) Stakeholders Relationship Committee

C) Nomination and Remuneration Committee

D) Corporate Social Responsibility Committee

A) AUDIT COMMITTEE

The Audit Committee of the Company comprises of three Independent Directors and one Non-Executive Director. The details are shown below:

1. Mr. Rajiv Kapasi - Chairman - Independent Non- Executive

2. Mrs. Alka Devi Bangur - Member - Non-Executive Director

3. Mr. Kashi Prasad Khandelwal - Member-Independent NonExecutive

4. Mr. Chanchalmal Bachhawat - Member-Independent NonExecutive

The Company Secretary acts as the Secretary of the Committee.

During the year under review, the Committee met 4 (Four) times viz., on 14^th May, 2024, 22^nd July, 2024, 5^th November, 2024 and 14^th February, 2025. The maximum interval between any two meetings did not exceed the maximum gap provided under the provisions of the Companies Act, 2013.

All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

B) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprises of one Non-Executive

Director, one Executive Director and one Independent Director. The details are shown below:

1. Mrs. Alka Devi Bangur- Chairman-Non-Executive Director

2. Mr. Yogesh Bangur - Member - Executive Director

3. Mr. Rajiv Kapasi - Member - Independent Non- Executive

During the year under review, the Committee met 4 (Four) times viz., on 14^th May, 2024, 22^nd July, 2024, 5^th November, 2024 and 14^th February, 2025. The maximum interval between any two meetings did not exceed the maximum gap provided under the provisions of the Companies Act, 2013.

C) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of two Independent Directors one Non-Excutive Director and one Executive Director. The details are shown below:

1. Mr. Lakshmi Niwas Bangur - Member - Executive Director

2. Mr. Rajiv Kapasi - Member - Independent Non- Executive

3. Mr. Chanchalmal Bachhawat -

Member-Independent NonExecutive

4. Mrs. Alka Devi Bangur - Member - Non-Executive Director

During the year under review, the Committee met 4 (Four)

times viz., on 14^th May, 2024,

nd

2024 and 14^th February, 2025.

The Nomination and Remuneration Policy of the Company, is appended as Annexure D to this Report.

D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company comprises of two Executive Directors and one Independent Director.

The details are shown below :

1. Mr. Lakshmi Niwas Bangur - Chairman - Executive Director

2. Mr. Yogesh Bangur - Member - Executive Director.

3. Mr. Chanchalmal Bachhawat - Member - Independent NonExecutive

During the year under review, the Committee met 4 (Four) times viz., on 14^th May, 2024, 22^nd July, 2024, 5^th November, 2024 and 14^th February, 2025.

18. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, and rule 12 of the company (Management & Administration), Rules, 2014 including any amendmend thereto, the draft Annual Return for the year ended 31st March, 2025 is available on the website of the Company at the weblink:https: / / www. msumindia. com /Financials/.

The final Annual Return shall be uploaded at the same web link after the same is filed with the Registrar of Companies/ Ministry of Corporate Affairs (MCA).

19. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of the Company.

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. As on the date of this Report, the Board has not identified any

risks which may threaten the existence of the Company.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid adequate internal financial controls, commensurate with the nature, scale and complexity of its operations, in view of the following:

i. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. There are well-laid manuals for such general or specific authorisation.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

iii. Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes,

except in accordance with terms of employment or except as specifically permitted.

iv. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

v. Proper Systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The internal auditor monitors and evaluates the efficacy and adequacy of the internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has established a Vigil Mechanism for internal and external stakeholders, including individual employees, directors and their representatives bodies and adopted the Whistle Blower

Policy in terms of Section 177 of the Companies Act, 2013 to report concerns about unethical behaviour, wrongful conduct and violation of Companys Code of conduct or ethics policy. The Whistle Blower Policy has also been posted on the website of the Company at https:// msumindia. com/financials/.

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

The loan given, guarantee given and investment made by the Company during the financial year ended March 31, 2025 are within the limits prescribed under Section 186 of the Act. Further, the details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis as per section 188 of the Act and are

reviewed by the Audit Committee of the Board.

During the year under review, the Company has not entered into contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are reported in Form no. AOC - 2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules, 2014.

The Policy on Related Party transactions as approved by the Board has been posted on the website of the Company at https://msumindia.com/financials/. Further, suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statements.

24. STATUTORY AUDITORS

M/s. Singhi 85 Co., Chartered Accountants (Firm Regn. No.: 302049E), Statutory Auditors of the Company have been appointed as the Statutory Auditors of the Company in the 80^th Annual General Meeting for a period of 5 years i.e, from 80^th Annual General Meeting till

conclusion of 85^th Annual General Meeting to be held in the calender year 2025.

M/s. Singhi & Co., Chartered Accountants (Firm Regn. No.: 302049E), will be completing their second term of 5 (five) consecuitive years started from the conclusion of the 80th Annual General Meetting till the conclusion of the 85th Annual General Meetting.

25. AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors Report are selfexplanatory and, therefore, do not call for further clarification.

The Auditors Report does not contain any qualification, reservation or adverse remark.

26. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost accounting records maintained by the Company in respect of Textile Unit are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed K G Goyal & Associates, Cost Accountants [Firm Registration No. 000024], to audit the cost accounting

records of Textile Unit for the Financial Year 2025-2026 in a consolidated remuneration of Rs. 50,000/- (excluding applicable taxes).

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before members in the ensuing Annual General Meeting for their ratification. Accordingly a resolution seeking members ratification for the remuneration payable to K G Goyal & Associates, Cost Auditors, is included in the notice convening Annual General Meeting of the Company.

27. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vinod Kothari & Company, Practising Company Secretaries, (UIN No. P1996WB042300) to conduct the Secretarial Audit for the Financial Year 2024-25 and their Report on the Secretarial Audit in Form MR-3, is

appended to this Report as Annexure E.

There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in the enclosed Secretarial Audit Report for the year under review.

28. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applications has been made and no proceeding is pending under Insolvency and Bankruptcy Code, 2016.

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF

During the year under review, there were no one-time settlement with the Banks or Financial Institutions, therefore there is no instance of different

between amount of valuation done at the one-time settlement and the valuation done while taking loan.

30. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c)and Section 134(5) of the Companies Act, 2013:

(a) that in the preparation of the 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, if any;

(b) that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken 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;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

31. FRAUD REPORTING

There have been no frauds reported by the auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013 (amended from time to time) to the Central Government.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place policy on Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any complaint from any employee during the financial year 2024-25.

33. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

34. ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks and various other agencies for the cooperation extended to the Company. The Directors also take this opportunity to thank all business associates and all stakeholders for the confidence reposed by them in the Company. The Directors place on records their sincere appreciation to employees of the Company for their unstinted commitment and continued contribution to the Company and hope that they will maintain their commitment to excel in the time to come.

	For and on behalf of the Board Maharaja Shree Umaid Mills Ltd.
Kolkata May 26, 2025	L. N. Bangur Chairman & Managing Director DIN: 00012617