Manraj Housing Finance Ltd Directors Report

TO,

THE MEMBERS OF,

MANRAJ HOUSING FINANCE LIMITED

Your Directors have pleasure in presenting the 35th Annual Report on the business and operations of the Company and the accounts tor the Financial Year ended as on March 31,2025.

I. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

Particulars	2024-25 (Rs. in Thousand)	2023-24 (Rs. in Thousand)
Turnover	0	0
Other Income	5,429	750
Total Income	5,429	750
Total Expenses	2,065	1857
Profit/ Loss Before Taxation	3,364	(1,107)
Less: lax Expense	0	0
Profit/ Loss after Taxation	3,364	(1,107)
Less: Transfer to General Reserve	0	0
Surplus/ Deficit curried to Balance Sheet	3,364	(1,107)
Earing per share (EPS)	0.67	(0.22)

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR:

During the period under review company has not carried out any business activity, after charging all expenses company has incurred net profit of Rs 3364 thousand as compared to previous year losses of Rs. 11.07 thousand. The management of the company is optimistic and looking forward to commence the business operation in real-estate in near future.

3. DIVIDEND:

The Board of Directors of the Company has not recommended any dividend for the financial year ended on 31 st March, 2025.

4. TRANSFER TO RESERVES:

No amount has been transferred to the reserves account during the year.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were no changes in the constitution of Board of the Company, nor Key Managerial Personnel during the year under review. The more details regarding the change in management are provided in the Corporate Governance Report which forms part of this report.

6. MEETINGS:

The Board of Directors met 7 (Seven) tunes during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

7. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit. Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

8. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule. 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report.

9. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Board has. on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors. Senior Management and to fix their remuneration. The Remuneration Policy is stated in the Corporate Governance

10. MANAGERIAL REMUNERATION:

During the year under review none of the directors has received any remuneration Except Company Secretary in employment.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company do not have any Subsidiary/Joint Ventures/Associate Companies Pursuant to sub-Section (3) of Section 129 of the Act-

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act. 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014. an Extract of Annual Return in Form MGT- 9 as a part of this Annual Report as ANNEXURE I.

13. AUDITORS.

M/s. Ratan Chandak & Co., Chartered Accountant (Firm Registration No.: 108696W), appointed to hold office for 1st term as Statutory Auditor from the conclusion of the 34th Annual General Meeting till the conclusion of 39th Annual General Meeting of lire Company.

14. AUDITORS’ REPORT:

The Auditors Report and Notes to Accounts are self-explanatory and does not require any further clarification and explanation, the auditors have raised concerned on payment of loan and has made disclaimer remark in the report:

Auditor Remark:

More than 99% of the companys assets are advances, deposits, etc. to related parties for the purchase of properties and rights These related parties are currently under investigation by the Enforcement Directorate (ED) under the Prevention of Mone\ Laundering Act (PMLA), and the related assets have been provisionally attached by the El) This raises significant concerns about the recoverability and valuation of these advances

Directors Reply:

The Advances paid to Chatrapati Real Estate and Projects Private Limited which is the promoted by Mr. Ishwarlal Jam & family and the same are considered good and recoverable in the opinion of the Management The investigation by the Enforcement Directorate (ED) under the Prevention of Money Laundering Act (PMLA) arc on the companies Promoted by Mr. Ishwarlal Jain and Family The Management of these companies are cooperating with office of Enforcement Directorate and required documents and records are submitted.

Auditor Remark:

Approximately 64% of the Companys liabilities are in the form of unsecured loans from related parties, who has beneficial interest in the properties for which the aforementioned advances were given. The entanglement of these transactions and the related partys financial interest creates significant uncertainty about the completeness and accuracy of the Companys liabilities.

Directors Reply:

Mr. Ishwarlal Jain .Managing Director and Promoter of the Company has provided unsecured loans to the company for payment of day to day expenses and financial commitments of the company and the same in Interest free

Auditor Remark:

The Company has defaulted on the repayment of a loan from Jalgaon Peoples Co-Op. Bank Ltd., with an outstanding balance of Rs 687.03 Lakhs as of February 2020. Since then, interest on the outstanding balance has not been provided. According to the statement from ASREC (India) Ltd., to whom the bank has assigned this debt, there is uncharged interest amounting to Rs. 390.34 Lakhs and penal interest of Rs. 52.41 Lakhs for the period from 01/03/2020 to 31/03/2024, totaling Rs 442.75 Lakhs. Consequently, the loss for the year and the liability for the loan payable are understated by Rs. 569.48 Lakhs.

Directors Reply:

Since the Asset Reconstruction Company has approved a onetime settlement scheme of the said loan under a group settlement scheme vide its letter Dt. 03.02.2021. The company is not required to recognize the interest on outstanding balance. Hence the management of the company has not provided for Interest on the Outstanding Loan.

Auditor Remark:

The Company is not in operation for more than 3 years Immediately preceding the financial year the Company has incurred a Net Loss of Rs. 11.07 Lakhs resulting into accumulated losses of Rs. 526.99 L The Company’s net worth is negative, further non-provisioning of interest as above and the Company has defaulted on the repayment of its bank borrowings, indicating severe financial distress and questioning the Company’s ability to continue as a going concern.

Directors Reply:

The company is inoperative for more than five years. However. Cost of Statutory Compliance and employee has to paid, the expenses includes salary payment to regular employees, payment of listing fees, professional fees to Practicing Chartered Accountant. Practicing Company Secretary etc. which is incurred in day to day business activities. Due to tremendous competitive market und adverse condition in real estate and construction business company has incurred losses from its business operations in the financial year Management is of opinion that the operations will be commenced in near future.

Auditor Remark:

The Company has failed to implement the mandatory audit trail feature in its accounting software, as required by Rule 11(g) of the Companies (Audit and Auditors) Rules. 2014. This deficiency affects the integrity^-, completeness, and accuracy of the accounting records, thereby undermining the reliability of financial reporting.

Directors Reply :

The management of the company is in process to implement audit trail feature in its accounting software, however due to non-availability of skilled employees the same was not implemented during the year Management is in process to appoint skilled employ ees and implement audit trail in its accounting software.

15. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company in compliance with Section 204 of the Act and Rules made there under, had appointed M/s Pratibha Gupta & Associates. Practicing Company Secretary as a Secretarial Auditors to conduct Secretarial Audit of the Company The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and contained following comments:

Auditor Remark:

• Independent Directors was not register themselves in Independent Director Databank maintained with The Indian Institute of Corporate Affairs (IICA)

Directors Reply:

• The board has informed all the Independent Directors to register themselves with Independent Director Databank maintained with The Indian Institute of Corporate Affairs (IICA) as inform the Board

Auditor Remark:

• As per Regulation 30 (LODR)-Newspaper publication of unaudited financials has not been filed with the BSE Directors Reply:

• The Company has noted the non-tiling of newspaper publication of unaudited financial results with BSE as required under Regulation 30 of the SEBI (LODR) Regulations. 2015. The management ussures that necessary steps are being taken to ensure timely submission of such publications in the future so as to avoid any non-compliance.

Auditor Remark:

• As per Clause 4 of Schedule B read with Regulation 9 of SEBI (PIT) Regulations, 2015, company does not close the trading window during the year

Directors Reply:

• The management of the Company has ensured compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 by closing the trading window whenever required, in accordance with the said Regulations.

Auditor Remark:

• As per Regulation 31 (LODR)- The promoter shareholding has not been demaerialised.

Directors Reply:

• The management continues to pursue the matter with the promoters and is making all possible efforts to ensure compliance at the earliest.

16. COST AUDIT REPORT

The provisions mentioned under Section 148 of the Companies Act 2013 regarding Cost Audit is not applicable to the Company

17. INTERNAL AUDIT & CONTROLS:

The Board has appointed M/s. R. D Jain & Associates. Chartered Accountants, as an Internal Auditor of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment Then scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. VIGIL MECHANISM:

In pursuant to the provisions of Section 177(9) and (10) of the Companies Act. 2013. a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been updated on the office board of the company.

19. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Hoard may threaten the existence of the company.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The investigation of the Enforcement Directorate (ED) is under process: however, no raid has been conducted during the year. The Management is fully cooperating with the officers of the Enforcement Directorate and has submitted all required documents and records as and when called for.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Control System, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company, Based on the report corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board

22. DEPOSITS:

The Company has not accepted any Deposit covered under Section 73 of the Companies Act. 2013 and The Companies (Acceptance of Deposit) Rules, 2014 during the Current Financial Year.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans. Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto as slated in Notes attached to the Financial Statement accordingly, Nil. Form AOC 2 enclosed as Annexure II to this report.

25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Separate report on Corporate Governance compliance and Management Discussion and Analysis as stipulated by SEBI Listing Regulations forms part of this Annual Report along with the Certificate from a Practicing Chartered Accountant regarding compliances of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of file Company, who have affirmed the compliance thereto.

26. SECRETARIAL STANDARDS:

The Directors state that Secretarial Standards, i.e. - SS-1 and SS-2. relating to Meetings of the Board of Directors. General Meetings have been duly follow ed by file Company

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee

Company has draft and adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of Sexual harassment,

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption etc. pursuant to Section 134 (3) (m) of file Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided us file same is not applicable to the Company

Foreign Exchange Earnings and Outgo are NIL. during the Current Financial Year

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the company Hence the Hoard has not constituted the committee and Policy lor implementing the Corporate Social Responsibility (CSR)

30. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review, there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

31. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013 shall state that

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

b)) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the stale of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) 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 inegulanties:

d) The directors had prepared the annual accounts on a going concern basis: and

e) The directors, in the ease of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable taw s and that such systems were adequate and operating effectively.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF ) in the Current Financial Year.

33. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited where the Companys Shares are listed.

34. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers. Customers. Business Associates and to the Shareholders and Investors for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF MANRAJ HOUSING FINANCE LIMITED

Date: 30/08/2025.	PRAMODKUMAR MEHTA	ISHWARLAL JAIN
Place : Jalgaon.	DIRECTOR	CHAIRMAN & MANAGING DIRECTOR
	(DIN: 00386505)	(DIN: 00386348)
	Address: 3rd Flour, "Konal Apartment,	Address: Manraj Bungalow, No. 57,
	Vidya Nagar, Near Sagar Park,	Ganpati Nagar, behind Hotel Crazy Home,
	Jalgaon- 425002	Jalgaon 425002