Mansoon Trading Company Ltd Directors Report

To,

The Members

Mansoon Trading Company Limited

The Directors of your Company are pleased to present their Fortieth Annual Report and the Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended 31st March, 2025 is summarized below:

Rs. in Lakh

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	2,699.81	2,222.52
Other Income	5.04	6.25
Total Income	2,704.85	2,228.77
Expenditure	1,617.49	949.34
Profit /(Loss) before tax	1,087.39	1,279.43
Share in Profit /(Loss) of Associates	0.00	0.00
Tax Expenses	(120.00)	8.00
Excess/(Short) T ax provisions	6.09	0.00
Profit / (Loss) after Tax	973.48	1,271.43
Other Comprehensive Income/(Loss)	(390.26)	(20.70)
Total Comprehensive Income/(Loss) for the year	583.22	1,250.73

INDIAN ACCOUNTING STANDARDS (IND AS)

The Financial Statement for the year 2024-25 have been in accordance with IND AS, prescribed under section 133 of the Act, read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable

PERFORMANCE REVIEW

The Company has adopted Ind AS for reporting financial results for the year under review. During the year under review, the Companys Net Profit of Rs. 1,087.39 Lakh ,before tax (Previous year Net Profit of Rs. 1,279.43 Lakh before Tax) and net total comprehensive Income for the year after tax was at Rs. 583.22 Lakh (Previous year total comprehensive Income of Rs. 1,250.73 Lakh)

The Company is engaged in the business of Financing and Investment activities. There have been no material changes in the business of the Company during the financial year.

FINANCE

Your Company has made provisions for sufficient borrowing facilities to meet its longterm and short-term requirement in order to support the business operations.

DIVIDEND

In view of conserving the resources, your directors do not recommend any dividend for the year under review. However Dividend Distribution Policy is available on the website of the Company www.mansoontrading.co.in

TRANSFER TO RESERVES

During the financial year 2024-25, During the year under review, the Company has transferred Rs. 194.70 Lakh to Special Reserve Fund under RBI Act, 1934 (Previous year 254.43 Lakh).

PUBLIC DEPOSIT

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2025 was Rs.2,50,00,000 /-(Rupees Two Crore Fifty Lakh Only) divided into 25,00,000 Equity Shares of Rs. 10/- each.

There has been no change in the Share Capital of the Company during the financial year 2024-25

The Issued Share Capital as on 31^st March, 2025 was Rs 2,45,47,000/- (Rupees Two Crore Forty Five Lakh Forty Seven Thousand Only) divided into 24,54,700 Equity Shares of Rs. 10/- each.

SUBSIDIARY

As at the end of the year under review i.e. on 31^st March, 2025 and also as on the date of this report, your Company does not have any Subsidiary.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the website www.mansoontrading.co.in.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES

Your Company does not have any Subsidiary, Associates or Joint Venture Company; hence Consolidated Financial Statements of your Company for the Financial Year 202425 has not prepared. Hence salient features of Financial Statements of Subsidiary, Associate or Joint venture Company pursuant to sub-section (3) of Section 129 of the Act are Nil. (Annexure 1)

PARTICULARS OF EMPLOYEES

Provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as the Company has not employed any employee whose salary exceeds Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the financial year ending 31^st March, 2025.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as (Annexure 2)

Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details are provided in the Annual Report as (Annexure 3).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report under the heading (Annexure 4).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company had not entered into any transactions as enumerated in section 188 of the Companies Act, 2013 and rules made thereunder with the related party as defined under section 2(76) of the Act. However, the Policy on Related Party Transaction in available on website of the Company - www.mansoontrading.co.in

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

CEO / CFO CERTIFICATION:

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The CEO / CFO certificate for the financial year 202425 has been submitted to the Board and the copy thereof is contained in the Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensure orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compliance

Further, companys internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business.

RISK MANAGEMENT

The Company operates in conditions where economic environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects.

The various elements of risk which the Directors think, that may threaten the existence of the Company are:

a) Financial Risk: Financial risk generally arises due to instability and losses in the financial market caused by movements in stock prices, currencies, interest rates and more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming from a borrowers failure to repay a loan or otherwise meet a contractual obligation.

d) Time Risk: To compensate for non-receipt of expected inflow of funds.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the Companies Act, 2013 read with the rules made there under, as amended, Board has a framework for Risk Management to oversee the mitigation o such risks.

REMUNERATION POLICY

The Nomination and Remuneration Policy of the company as mandated under Section 178 (3) (4) of the Companies Act, 2013 is available on the website of the company www.mansoontrading.co.in

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of section 135(1) of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, during the financial year under review the Company is required to Spend Rs. 9.74 Lakh for the Financial Year 2023-24 and paid Rs. 9.75 Lakh on 29.10.2024 in P. M. Care Fund.

Since the amount to be spent is less than Rs. 50.00 Lakh, the CSR Committee is not being constituted and the function of the committee is taken care by the Board of Director. In Compliance with Rule 3 of Companies (Corporate Social Responsibility Policy) Rules 2014, the CSR Report is given as Annexure 5 which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors make the following statement and confirm that: -

i) in the preparation of the annual accounts for the year ended 31 March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31 March 2025 and of the Profit of the Company for year ended on that date;

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 and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has no Subsidiary, Associates or Joint Venture Company, hence Consolidated Financial Statements of your Company for the Financial Year 2024-25, has not prepared.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism shall provide a channel to the employees and Directors to report to the management, concerns about un-ethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

The Company will take appropriate action for its resolution. During the year, no whistle blower event was reported and mechanism is functioning well. The Whistle Blower Policy is available on the website of the Company - www.mansoontrading.co.in

CODE OF CONDUCT

Companys Board has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Code of Conduct is available on the Companys website www.mansoontrading.co.in. All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management during the financial year 2024-25. The declaration in this regard has been made by the Management Director which forms the part of this report as an annexure.

CORPORATE GOVERNANCE

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Regulation 27(2)(a) of the Listing Regulations of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the Secretarial Auditors certificate on its compliance. A report in the form of Management Discussion and Analysis, pursuant to Regulation 27(2)(a) of the Listing Regulations, as a part of this report forms a part of the Annual Report. (Annexure 6)

DISCLOUSRE OF SECRETARIAL STANDARD BY DIRECTORS

The company complies with all applicable standards issued by the institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has adopted the Code of conduct for prevention of Insider Trading with view to regulate trading in securities by Directors and designated employees of the Company. The Code of conduct require pre-disclosure for dealing in Companys Shares and prohibit the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when trading window is closed. The Board is responsible for implementation of the code. All Board of Directors and the designated employees have confirmed the compliance of code.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the Audited Financial Statements, wherever applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

There were no foreign exchange earnings and outgoings during the year under review.

DIRECTORS AND KMP

Mrs. Sangeeta Maheswari (DIN - 00469584), who is retiring by rotation at this Annual General Meeting is to be re-appointed. His involvement with the affairs of the Company is beneficial to the Company as well as Stakeholders.

Appointment of Independent Director:

The term of existing Independent - Non Executive Directors Mr. Suresh Chandra Tapuriah (DIN-00372526) and Mr. Sunil Kumar Daga (DIN-00441579) is expiring on 30^th September, 2025.

The Company has received notice from the members under section 160 of the Companies Act, 2013 proposing the candidature of Mrs. Rajshree Tapuriah (DIN- 01655859) and Mr. Manish Kumar Newar (DIN-00469539) for appointment as Independent - Non Executive Directors at the ensuing Annual General Meeting.

The Company has received a declaration from Mrs. Rajshree Tapuriah and Mr. Manish Kumar Newar to the effect that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and rules framed thereunder and Regulation 16(1 )(b) of SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, they confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that they could impair or impact their ability to discharge their duties. In the opinion of the Board, they fulfil the conditions specified under the Act and SEBI Listing Regulations, for the appointment as Independent Director and are independent of the Management of the Company. Further Mrs. Rajshree Tapuriah has attained the age of 75 year, Special Resolution to be passed at the ensuing 40^th Annual General Meeting.

Upon recommendation of Nomination and Remuneration Committee, the Board recommend the appointment of Mrs. Rajshree Tapuriah and Mr. Manish Kumar Newar as Non- Executive Independent Director for the period of Five consecutive year with effect from 1^st October, 2025 up to 30^th September, 2030 and shall not be liable to retire by rotation.

Continuation of Mr. Vikas B. Kulkarni as Managing Director on attaining age of 70 years. Mr. Vikas B. Kulkarni was appointed as Managing Director of the Company for the period of 5 years till 30^th July, 2028.

Pursuant to section 196(3)(a) of the Companies Act, 2013, no company shall continue the employment as Managing Director, who has attained the age of 70 years unless a Special Resolution is passed to that effect.

Mr. Vikas B. Kulkarni (DIN-08180938) has attained the age of 70 years and continuation of his Managing Director will need Special Resolution to be passed. Hence the Board recommend the resolution embodied under item no. 7 for consideration and approval as Special Resolution.

The Board of the Company, on the recommendation of Nomination and Remuneration Committee, is of the opinion that Mr. Vikas B. Kulkarni has been an integral part of the Board and has provided valuable insights to the Company and his continuation as Managing Director will be in the interest of the Company notwithstanding his attained age of Seventy years.

PERFORMANCE / BOARD EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate the process of evaluating the performance of Individual Directors, Committees of the Board and the Board as whole.

The Nomination and Remuneration Committee of the Company also evaluated the performance of all individual Directors on various parameters such as level of participation of Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.

All the Independent Directors of the Company also had a separate meeting on 12^th February, 2025 to review the performance and evaluation of Non-Independent Directors and Board as a whole.

The Board after taking into consideration the evaluation as done by Nomination and Remuneration Committee and by Independent Directors, carried out an annual evaluation of its own performance and that of its committees and individual Director. The overall outcome of such evaluation is that the Board, its committees and individual Directors have performed effectively and satisfactorily

DECLARATION OF INDEPENDENT DIRECTOR

All the Independent Director have confirmed to the Board that they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013 and they qualify to be an Independent Director pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors), Rule 2014. The Independent Directors have also confirmed that they meet the requirements of "Independent Director” as mentioned under Regulation 16(1 )(b) of the Listing Regulations.

BOARD MEETINGS

During the year under review the Company held Six (6) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 4^th April 2024, 29^th May 2024, 12^th August 2024, 28^th August 2024, 13^th November 2024 and 12^th February 2025

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

BOARD COMMITTEE - AUDIT COMMITTEE

The Audit Committee under the provision of Section 177 of Companies Act, 2013 is constituted which is as below. Members of the Audit Committee possess financial / accounting expertise / exposure.

Further, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors. The Company Secretary is acting as Secretary of this Committee. The Composition of Audit Committee as on 31.03.2025 are as under:

Sr. No.	Name of the Director	Position	Category
1	Mr. Suresh Chandra Tapuriah	Chairman	Independent Director
2	Mr. Anil Vitthal Londhe	Member	Independent Director
3	Mr. Vikas B. Kulkarni	Member	Managing Director

Four meetings of the Audit Committee were held during the financial year 2024-25 on 29^th May 2024, 12^th August 2024, 13^th November 2024 and 12^th February 2025. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration.

BOARD COMMITTEE - NOMINATION AND REMUNERATION

The Nomination and Remuneration Committee is Properly constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Company Secretary of the Company is the Secretary of this committee.

The Composition of Nomination and Remuneration Committee as on 31.03.2025 are as under:

Sr. No.	Name of the Director	Position	Category
1	Mr. Suresh Chandra Tapuriah	Chairman	Independent Director
2	Mr. Sunil Kumar Daga	Member	Independent Director
3	Mr. P. K. Jajodia	Member	Non-Executive NonIndependent Director

Two meetings of the Nomination and Remuneration Committee were held during the financial year 2024-25 on 28^th August, 2024 and 12^th February 2025. However, the Nomination and Remuneration policy is available on the website of the Company www.mansoontrading.co.in

BOARD COMMITTEE - STAKE HOLDERS RELATIONSHIP COMMITTEE

The Stake Holders Relationship Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 with the following members. The Company Secretary of the Company is the Secretary of this committee

The Composition of Stakeholders Relationship Committee as on 31.03.2025 are as under:

Sr. No.	Name of the Director	Position	Category
1	Mr. Pradeep Kumar Jajodia	Chairman	Non-Executive and NonIndependent Director
2	Mr. Vikas B. Kulkarni	Member	Managing Director
3	Mr. Anil V. Londhe	Member	Independent Director

One meetings of the Stakeholders Relationship Committee were held during the financial year 2024-25 on 12^th February, 2025.

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION:

The Articles of Association (“AoA”) of the Company as presently in force are based on the Companies Act, 1956.

In order to make the Articles of Association of the Company to comply with the relevant section / provisions under the Companies Act, 2013 and rules made thereunder, it is proposed to replace the existing Articles of Association of the Company by New set of Articles.

Pursuant to section 14 of the Companies Act, 2013, the consent of the Members of the Company by way of Special Resolution is required for adoption of new set of Articles of Association of the Company. Accordingly, the Board recommend the relevant resolution for the Members approval.

AUDITORS:

M/s SKHD & Associate, Chartered Accountants, was re-appointed as Statutory Auditor at 37^th Annual General Meeting held on 30^th September, 2022 for second term of Five years till the conclusion of 42^nd Annual General Meeting. The said Auditor has submitted their eligibility certificate to continue as Statutory Auditor.

As per the requirement of the Companies Act, 2013 (“the Act”) as amended, M/s SKHD & Associate., Chartered Accountants have given their consent to act as the Statutory Auditors of the Company and confirmed that appointment, if made would be within the limits specified under section 141 (3)(g) of the Act and it is not disqualified to be appointed as Statutory Auditor in terms of the provisions of the Section 139 and 141 of the Act and the rules made thereunder.

AUDITORS REPORT

The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and do not call for any further explanation under section 134(3)(f)(i) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in Practice having membership No. 7036 to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2024-25 as issued by him in the prescribed Form MR- 3 is annexed to this Report as Annexure 7. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Secretarial Auditor.

Further, pursuant to the provisions of Regulations 24A and other applicable provisions of Listing Regulations read with Section 204 of the Act and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on recommendation of the Audit Committee, the Board of Directors at their meeting held on September 3, 2025 approved the appointment of M/s Girish Murarka & Co. Practicing Company Secretaries as Secretarial Auditors for the period of Five consecutive years commencing from the financial year 2025-26 till financial year 2029-30. The resolution

seeking the Members approval for the appointment of Secretarial Auditor of the Company form part of the Notice.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors not Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Act, any instance of fraud committed in the Company by its officers or employees.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made thereunder the Board of Directors had approved the appointment of M/s Jitendra Pareek & Associates, Chartered Accountants, as "Internal Auditor” of the company for conducting Internal Audit for the financial year 2024-25. The Internal Audit Reports for each quarter were received by the Company and the same were reviewed by the Audit Committee and Board of Directors.

The Board has appointed M/s SIDDHANT GOYAL AND COMPANY, Chartered Accountants, as Internal Auditor for the financial year 2025-26

COST AUDIT

The provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company

OTHER DISCLOSURES

• Your Company has not issued: -

- Any shares with differential rights;

- Any sweat equity shares

• There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

• There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

• There was no revision in the financial statements.

• Your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and unstinted support received from them during the year and look forward to their continued support in future.

For and on behalf of the Board of Directors of Mansoon Trading Company Limited

	Sd/-	Sd/-
	Vikas B. Kulkarni	P. K. Jajodia
Place: Mumbai	Managing Director	Director
Date: September 3, 2025	(DIN: 08180938)	(DIN: 00376220)