Majestic Auto Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 52^nd Annual Report of the Company along with the Companys Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2025 is given below:

(Rs. in Lakhs)

Particulars	Standalone Performance		Consolidated Performance
	Year ended		Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	2443.67	4823.4	6431.43	8341.82
Profit before Finance Cost and Depreciation Expenses	555.87	5643.02	4081.34	8817.63
Finance Costs	228.16	243.65	1454.76	1430.27
Depreciation and Amortization Expenses	336.85	237.74	937.34	873.64
Profit from ordinary activities before share of Profit/(Loss) of Associates	(9.14)	5161.63	1689.24	6513.72
Profit before tax	-9.14	5161.63	1689.24	6513.72
Tax Expense	327.03	2836.46	809.87	3204.05
Profit for the year from continuing operations after tax	-336.17	2325.17	879.37	3309.67
Profit/(Loss) from discontinuing operations after tax	0	0	0	0
Profit for the year	-336.17	2325.17	879.37	3309.67
Attributable to:
-Equity Shareholders of the Company	-	-	680.59	3201.07
-Non-controlling interests	-	-	198.78	108.6
Other Comprehensive Income	-621.23	18187	-622.59	18187.37
Total Comprehensive Income	-957.4	20512.17	256.78	21497.04
Balance in Retained Earnings at the beginning of the year	54391.75	19781.06	56754.38	21267.42
Profit for the year (attributable to equity shareholders of the company)	-336.17	2325.17	680.59	3201.07
Re-measurement of defined Employee benefit plans	0.29	0.71	-1.07	1.08
Dividends including tax on dividend	-519.87	-1559.62	-519.87	-1559.62
Transfer on disposal of equity investments	0	33844.43	0	33844.43
Acquisition of non-controlling interests	0	0	0	0
Transferred to General Reserve	0	0	0	0
Balance in Retained Earnings at the end of the year	53536	54391.75	56914.03	56754.38

During the Financial Year 2024-25, the revenue from operations was Rs. 2443.67 Lakhs as compared to Rs. 4823.40 Lakhs in the previous Financial Year 2023-24.

Profit before Tax (PBT) for the Financial Year 2024–25 stood at a loss of Rs. 9.14 Lakhs, compared to a profit of Rs. 5,161.63 Lakhs in the previous Financial Year 2023–24.

The Company reported a total comprehensive loss of Rs. 957.40 Lakhs for the Financial Year 2024–25, as against a total comprehensive income of Rs. 20,512.17 Lakhs in the previous Financial Year 2023–24.

2. DIVIDEND

Your Directors recommended and paid interim dividend of Rs. 5/ - per share for the Financial Year 2024-25 in the board meeting held on February 04, 2025 after considering distributable profits and the opportunities available for strengthening and growth of its business.

The Board of Directors has proposed a Final Dividend to the shareholders of the Company for FY 2024-25 at the rate of Rs. 5/ - per share. The said Final Dividend is subject to approval at the ensuing Annual General Meeting to be held in the Calendar Year 2025.

3. TRANSFER TO GENERAL RESERVE

During the Financial Year 2024-25, the Company has not transferred any amount to the general reserve.

4. CAPACITY UTILISATION & PLANT OPERATIONS

The company operates in facility management services, leasing of owned property, purchase, acquire, build & construct any property etc. The Commercial Office space business saw robust growth last year, and so did the consequent facility management business.

The Management looks at the future with optimism and hopes to do better in year to come.

5. CHANGES IN SHARE CAPITAL

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2024-25.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES HOLDING COMPANY

The Holding Company, Anadi Investments Private Limited is holding 77,57,687/- equity shares in the company of Rs. 10/- each equivalent to 74.61% of the paid-up capital of the company as on March 31, 2025.

SUBSIDIARY COMPANIES

The Company has following Subsidiaries: i) Majestic IT Services Limited (MITSL) (wholly owned subsidiary), engaged in the business of Facility Management Services. The Subsidiary Company managed to achieve revenue from operations of Rs. 396 Lakhs in FY 2024-25. ii) Emirates Technologies Private Limited (ETPL), whose 80% equity was acquired by the company in September 2015 has its operations in National Capital Region (Delhi NCR).

The main objective for the acquisition was to diversify investments and operations of the company. The main objects of ETPL are in the business of Office space leasing and related services. The Subsidiary Company managed to achieve revenue from operations of Rs. 3,987.76 Lakhs in FY 2024-25.

A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associates of the Company in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the financial statements.

MATERIAL SUBSIDIARIES

The Board of Directors of your company has approved a policy for determining material subsidiaries. At present, your company has one material subsidiary named Emirates Technologies Private Limited as per regulation 16(1)(c) of SEBI (Listing Obligations and disclosure requirements) Regulations, 2015 ("SEBI LODR 2015"). The policy on Material Subsidiary can be viewed on companys website http://majesticauto.in/pdf/policy-determining-material-subsidiary.pdf

7. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the Financial Year and upto the date of this Report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders have been passed during the Financial Year 2024-25 by the regulators or courts or tribunals affecting the going concern status and Companys operations in the future.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

Following changes took place in the composition of the Board and Key Managerial Personnel during the Financial Year 2024-25.

S. No. Name of Director / KMP	Position	Nature of Change	Effective Date
1 Mr. Prateek Garg	Independent Director	Cessation (Term expiry)	April 17, 2024
2 Mr. Rajpal Singh Negi	Chief Financial Officer	Resignation	May 22, 2024
3 Mr. Ajay Kumar	Chief Financial Officer	Appointment	August 8, 2024
4 Mr. Anil Kumar Sharma	Independent Director	Re-appointment	August 12, 2024
5 Mr. Aayush Munjal	Joint Managing Director	Re-appointment	October 12, 2024
6 Mr. Mahesh Munjal	Managing Director	Re-appointment	October 29, 2024

Your Company in pursuance of Regulation 30 of SEBI (Listing Obligations and disclosure requirements) Regulations, 2015 filed the required intimations to the BSE w.r.t the above said appointments and resignations.

None of the Directors is disqualified from being appointed as or holding office of Directors as stipulated in Section 164 of the Companies Act 2013.

The definition of "Independence" of Independent Directors has been derived from Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received, Mr. Anil Kumar Sharma, Dr. Rajesh Kumar Yaduvanshi & Dr. Tripurari Pandey were already holding the position of Independent Directors of the company as per Section 149(6) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 as on March 31, 2025. In the opinion of the Board of Directors, all the 3 Independent Directors are people of integrity, expertise and experience (including proficiency).

The Company had received declarations from all the Independent Directors in accordance with Section 149 of the Companies Act, 2013 for the financial year 2024-25 that they meet the criteria of independence as laid out in Sub-Section (6) of Section 149 of the Act read with Regulation 16(1)(b) of SEBI LODR 2015. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Independent directors, as per the provisions of Regulation 16(1)(b) of the Listing Regulations, also confirm that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Ms. Ayushi Jain, Non-executive Director of the

Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment.

Particulars of senior management including the changes therein since the close of the previous financial year:

S. No. Name	Designation	Remarks
1 Rajpal Singh Negi	Chief Financial Officer	Resignation w.e.f. May 22, 2024
2 Mr. Ajay Kumar	Chief Financial Officer	Appointment w.e.f. August 8, 2024 at remuneration of Rs. 70,000/- per month

10. BOARD MEETINGS

During the Financial Year 2024-25, Five (5) Board Meetings were held and details of Board and Committee meetings attended by each Director are disclosed in the Corporate Governance Report annexed as part of Annual Report (Annexure F).

11. COMMITTEES OF BOARD i. Nomination & Remuneration Committee:

The Board has duly constituted the Nomination & Remuneration Committee.

Nomination & Remuneration Committee constituted under the provision of section 178 of Companies Act 2013 consist of below mentioned members as on March 31, 2025:

Mr. Anil Kumar Sharma	Chairman
Dr. Rajesh Kumar Yaduvanshi	Member
Ms. Ayushi Jain	Member

The details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of the Annual Report. Remuneration Policy The Board has adopted a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration.

The Nomination & Remuneration Policy of the Company consists of the criteria for the appointment of Board members, Key Managerial Personnel and Senior Management of the Company and performance evaluation. Some of the indicators for appointment of Directors, Key Managerial Personnel and Senior Management includes criteria for determining qualifications (educational, expertise etc.) and remuneration, positive attributes (personal qualities & characteristics, reputation etc.) with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The same is available on the website of the Company at https://www.majesticauto.in/pdf/ Nomination%20&%20Remuneration%20Policy.pdf ii. Audit Committee:

The Board has duly constituted the Audit Committee. Audit Committee constituted under the provisions of Section 177 of the Companies Act, 2013 consist of below mentioned members as on March 31, 2025:

Mr. Anil Kumar Sharma	Chairman
Dr. Rajesh Kumar Yaduvanshi	Member
Mr. Mahesh Munjal	Member

The details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report. Further, there was no recommendation of Audit committee which was not accepted by the board. Hence, disclosure of the same is not required in this report. iii. Corporate Social Responsibility:

The Board has duly constituted the Corporate Social Responsibility Committee.

Corporate Social Responsibility Committee constituted under the provisions of Section 135 of the Companies Act, 2013 consist of below mentioned members as on March 31, 2025:

Mr. Mahesh Munjal	Chairman
Mr. Aayush Munjal	Member
Mr. Anil Kumar Sharma	Member

The Annual Report on Corporate Social Responsibility Activities set out in Annexure A of the Boards Report. The details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report. The Corporate Social Responsibility (CSR) Committee has been entrusted with the responsibility of formulating and recommending CSR policy indicating the activities to be undertaken by the Company, monitoring and implementation of the framework of CSR policy and recommending the amount to be spent on CSR activities. iv. Stakeholder Relationship Committee:

The Board has duly constituted the Stakeholder Relationship Committee.

The Stakeholder Relationship Committee consists of below mentioned members as on March 31, 2025:

Mr. Anil Kumar Sharma	Chairman
Mr. Aayush Munjal	Member
Mr. Mahesh Munjal	Member

The details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of the Annual Report. v. Vigil Mechanism Committee:

The Board has duly constituted the Vigil Mechanism Committee November 9, 2020 (Whistle Blower) to deal with concerns/complaints of directors and associates, if any. The V igil Mechanism Committee consists of below mentioned members as on March 31, 2025:

Mr. Anil Kumar Sharma	Chairman
Mr. Mahesh Munjal	Member

The details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report.

The details of constitution of committees are also provided in the Corporate Governance Report is available at the Investors Relations section on the Companys website at www.majesticauto.in.

12. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and Regulation 17(10) and other applicable regulations, if any, of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015, the performance of the Board and individual Directors was evaluated by the Board seeking relevant inputs from all the Directors. One separate meeting of Independent Directors was held during the year on February 04, 2025, to review the performance of Non - Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company. The way the evaluation has been carried out has been explained in the Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans, guarantees within the meaning of Section 186 of the Act during the Financial Year 2024-25.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and in the ordinary course of the business. There are no materially significant related party transactions, in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure B to this Report.

15. LISTING

The shares of your Company are listed at BSE Limited, and pursuant to Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Listing fees for the year 2025-26 have been paid. The Company has paid the annual custodian fees for the year 2025-26 in respect of shares held in dematerialized mode to NSDL & CDSL.

16. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2024-25.

17. INSURANCE

The Companys assets are adequately insured against multiple risks from fire, riot, earthquake, terrorism and other risks which are considered necessary by the management.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Act"), the Directors make the following statements that: (i) In the preparation of the annual accounts, the applicable Indian accounting standards (abbreviated Ind-AS) have been followed for the year as prescribed under Section 133 of Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015, in a simple and concise manner.

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 have 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 have prepared the annual accounts on a going concern basis.

(v) The directors have 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 a proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

19. FUTURE OUTLOOK

The details of Future Outlook of the Company are disclosed in the Management Discussion and Analysis Report forming part of this report.

20. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policy guides the conduct of the affairs of your Company and clearly delineates the roles and responsibilities at each level of its key functionaries involved in governance. Your Company has in place adequate internal financial controls with reference to the Financial Statements. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

21. AUDITORS

(i) Statutory Auditors and their Report

M/s Hari S & Associates, Chartered Accountants (FRN: 007709N) were appointed in 2023 as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 50^th AGM to the conclusion of 55^th AGM of the company to be held in Calendar Year 2028. They have audited the Financial Statements of the company for the Financial Year 2024-25.

There are no qualifications, reservations or adverse remarks and disclaimers made by the Statutory Auditors, in their Audit Report for the Financial Year 2024-25. Further, there were no frauds reported by the Statutory Auditors to the audit committee or the board under Section 143(12) of the Act for the Financial Year 2024-25.

(ii) Secretarial Auditors and their Report

The Secretarial Audit Report issued for FY 2024-25 is annexed herewith as Annexure C to this Report duly certified by M/s VLA & Associates, Practicing Company Secretaries (UCN- 12007DE587900), as Secretarial Auditor of the Company.

The Secretarial Audit Reports of Emirates Technologies Private Limited and Majestic IT Services Limited, Subsidiaries, for Financial Year 2024-25 both issued by M/s Neeta A & Associates, Practicing Company Secretaries are also attached as Annexure C1 & Annexure C2 respectively. Additionally, pursuant to provisions of Regulation 24A of the Securities and exchange Board of India (Listing obligations and disclosure requirements) Regulation, 2015, Annexure 2, 3 of SEBI Circular- SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31, 2024 and Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Neeta A & Associates, Practicing Company Secretaries (UCN-S2022DE852100) as Secretarial Auditor of the Company subject to shareholders approvals, to conduct the secretarial audit of the Company for a period of 5 years from FY 2025-26 to FY 2029-30.

Further, the secretarial auditor has confirmed her eligibility and qualification required under the Act for holding the office, as Secretarial Auditors of the Company.

(iii) Internal Auditor

In terms of section 138 of the Companies Act, 2013, the Company has re-appointed S. Tandon & Associates, Chartered Accountants as the Internal Auditors of the Company on February 04, 2025 for the FY 2025-26. The management has duly considered the Quarterly Internal Audit Reports issued by them & placed the same periodically before the Audit Committee & the Board for Financial Year 2024-25. The suggestions/observations of the Internal Auditor have been replied and corrective steps have been taken wherever possible.

(iv) Cost Auditor

Due to manufacturing operations being discontinued, cost audit is not applicable on the Company.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with rules made thereunder, the Annual Return of the Company for the Financial Year ended on March 31, 2025 is available on the Companys website at www.majesticauto.in.

23. PARTICULARS OF EMPLOYEES (SECTION 197 OF THE COMPANIES

ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014)

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure D and forms an integral part of this report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as Annexure E to this Report.

25. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with.

A report on Corporate Governance along with the Auditors Certificate as a part of this report is annexed hereto as Annexure F.

26. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations), the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Ind AS and form part of the Annual Report www.majesticauto.in. The financial statements have been consolidated with its 2 subsidiaries only i.e. Emirates Technologies Private Limited and Majestic IT Services Limited.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at www.majesticauto.in.

27. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has adequate risk management process to identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Companys operations or could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities, and the same will be improved further as suggested by the Audit Committee during the year.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has placed a Policy to treat women employees with dignity and no discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are supposed to adhere to conduct themselves as prescribed in this policy. During the year under review no complaint of this nature was reported to the Board.

29. HUMAN RESOURCES

Industrial Relations

Management is keen on following the best practices for attracting, retaining and enhancing human resources of the Company. Internal transfer, job rotation and training have been inculcated at different levels of the organization hierarchy to evolve team leaders and managers. The above-mentioned measures will ensure a motivated workforce, promote the ownership and sharing economic growth of the Company.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure G to this Report.

31. OTHER INFORMATION

(i) Change in Nature of business, if any

There is no change in the nature of business of the Company during the FY 2024-25.

(ii) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year and does not have any proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2024-25 with Banks or Financial Institution.

(iii) 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

The Company has not done any one-time settlement with the Banks or Financial Institutions during the financial year 2024-25.

(iv) Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2

(Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

32. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed upon us. The Board of Directors is also grateful to the holding company for their contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Companys commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

The Board of Directors thanks all stakeholders for their commitment and invaluable contributions toward helping our business succeed and on course to deliver sustainable and profitable growth.

Please do look after the health and safety of yourself and your families.

On behalf of the Board of Directors

Majestic Auto Limited

 

Mahesh Munjal

(Chairman & Managing Director)

(DIN: 00002990)

 

Date: May 26, 2025

Place: Delhi