Minal Industries Ltd Directors Report

To,

The Members,

MINAL INDUSTRIES LIMITED

Your Directors take pleasure in presenting their 37th Annual Report of the Company along with the Audited Financial Statements, for the period ended 31st March, 2025.

1. FINANCIAL RESULTS:

The Companys performance during the year ended 31st March, 2025 as compared to the previous financial year, is summarized below:

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income (including Other Income)	99.58	167.77	5215.71	4017.58
Less: Depreciation	3.65	3.67	54.70	52.66
Less: Other Expenses	207.92	103.46	4742.70	3724.47
Profit/ (Loss) Before	(111.99)	60.64	418.31	240.45
Exceptional Items and Taxation Exceptional Items	--	(408.99)	--	(408.99)
Tax Expenses (Net)	(0.48)	(0.87)	(2.69)	39.33
Net Profit after tax	(111.51)	(347.48)	421.00	(207.88)

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement forms part of the Annual Report.

3. STATEMENT OF COMPANYS AFFAIRS:

During the financial year under review and as per the Standalone Financial Statements,

(a) the turnover of the Company in the financial year ended as on March 31, 2025 is (INR in Lakhs) 77.85/- as against (INR in Lakhs) 105.33/- the previous year ended as on March 31, 2024; and

(b)the profit of the Company in the financial year ended as on March 31, 2025 is (INR in Lakhs) (111.51)/- as against Lakhs of (INR in Lakhs) (347.46)/- in the previous year ended as on March 31, 2024.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company.

5. DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve resources, your directors do not recommend dividend for the year ended 31st March, 2025 with a view to conserve resources.

No amount is being transferred to reserves during the year under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013. The Company is in the process of transferring unclaimed Dividend to Investor Education and Protection Fund.

7. CHANGES IN SHARE CAPITAL:

There has been no changes in the Share Capital of the Company.

The authorized share capital of the Company as on March 31, 2025 is INR 63,00,00,000/- (Indian Rupees Sixty Three Crores Only) divided into 31,50,00,000 (Thirty One Crores Fifty Lakhs) Equity Shares of INR 2/- (Indian Rupee Two Only) each.

The Paid share capital of the Company as on March 31, 2025 is INR 38,38,01,000 /- (Indian Rupees Thirty Eight Crores Thirty Eight Lakhs One Thousand Only) divided into 19,19,00,650 (Nineteen Crore Nineteen Lakhs Six Hundred and Fifty Only) Equity Shares of INR 2/- (Indian Rupee Two Only) each.

? Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the Company has not issued any equity shares with differential voting rights during the financial year under review.

? Buy Back of Securities

The Company has not bought back any of its securities during the financial year under review.

? Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year under review.

? Bonus Shares

No Bonus Shares were issued during the financial year under review.

? Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the financial year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review, no material changes and commitments occurred which affect the financial position of the company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with the provisions of Section 149 of the Companies Act, 2013 with an optimum combination of Executive, Non-Executive and Independent Directors. The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings. During the financial year under review:

a) Mr. Shrikant J. Parikh (DIN: 00112642) was re-appointed as a Managing Director of the Company for a period of 3 (Three) years with effect from 01st April, 2025 to 31st March, 2028 in Board Meeting held on 31st August, 2024 and the same was ratified by Shareholders vide Special Resolution dated 30th September, 2024 passed in the Annual General Meeting.

b) Mr. Ajay Jormal Mehta (DIN: 01280973) was appointed as Additional Non Executive Independent of the Company with effect from 30th June, 2024 and the same was ratified by Shareholders of the Company for first term of 5 years with effect from 30th June, 2024 to 29th June, 2029 vide Special Resolution dated 30th September, 2024 passed at the Annual General Meeting

c) Mrs. Sona Akash Parikh (DIN: 03283751) resigned as Non Executive Non Independent Director with effect from 03rd March, 2025.

d) Mr. Divyanshu Navlakha (DIN: 01162140) was appointed as Additional Non Executive Non - Independent of the Company with effect from 04th March, 2025 and the same was ratified by Shareholders of the Company vide Special Resolution dated 30th May, 2025 passed through Extraordinary General Meeting Shareholders of the Company.

e) Mrs. Disha Hiteshkumar Rathod (DIN: 10679515) was appointed as Additional Non Executive Independent of the Company with effect from 30th May, 2025 and the same was ratified by Shareholders of the Company vide Special Resolution dated 23rd August, 2025 passed through Postal Ballot for first term of 5 years with effect from 30th May, 2025 to 29th May, 2030.

Director(s) liable to retirement by rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Divyanshu Navlakha (DIN: 01162140) will retire by rotation at the ensuing AGM and being eligible, have offered himself for re-appointment. Based on the recommendation of the NRC, the Board recommends his re-appointment for the approval of the Members of the Company. The brief profile of Mr. Divyanshu Navlakha is included in the Notice of the AGM of the Company.

Key Managerial Personnel

As on March 31, 2025, the following were Key Managerial Personnel ("KMP") of the

Company as per Sections 2(51) and 203 of the Act:

a) Shri. Shrikant Jesinglal Parikh, Managing Director & CEO. b) Ms. Harshala Keshav Karangutkar, CFO. c) Mr. Piyush Harish Talyani, Company Secretary & Compliance Officer

10. NUMBER OF BOARD MEETINGS:

The Board of Directors duly met 10 (TEN) times during the financial year from 01st April, 2024 to 31st March, 2025. The dates on which the meetings were held are as follows:

Sr No. Dates on which Board Meetings held	Strength of the Board	No. of Directors Present
1. 17th May, 2024	3	3
2. 30th May, 2024	3	3
3. 30th June, 2024	4	4
4. 20th July, 2024	4	4
5. 14th August, 2024	4	4
6. 31st August, 2024	4	4
7. 14th November, 2024	4	4
8. 18th December, 2024	4	4
9. 14th February, 2025	4	4
10. 04th March, 2025	4	4

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. COMMITTEES OF THE BOARD:

The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of applicable laws and layered down well documented terms of references of all the Committees. During the year under review, all the recommendations/ submissions made by the Audit Committee and other Committees of the Board were accepted by the Board. There are currently three Committees of the Board, as follows:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

12. DISCLOSURE OF COMPOSITION OF COMMITTEES:

a. Audit Committee comprises of following members:

Mr. Subham Chand Jain	Chairperson, Non-Executive Independent Director
Mr. Ajay Jormal Mehta (appointed w.e.f 30th June, 2024)	Member, Non Executive Independent Director
Mr. Divyanshu Navlakha (appointed w.e.f 04th March, 2025)	Member, Non-Executive Non Independent Director
Mrs. Sona Akash Parikh (upto 03rd March, 2025)	Member, Non-Executive Non Independent Director

b. Nomination and Remuneration Committee comprises of following members:

Mr. Subham Chand Jain	Chairperson, Non-Executive Independent Director
Mr. Ajay Jormal Mehta (appointed w.e.f 30th June, 2024)	Member, Non Executive Independent Director
Mr. Divyanshu Navlakha (appointed w.e.f 04th March, 2025)	Member, Non-Executive Non Independent Director
Mrs. Sona Akash Parikh (upto 03rd March, 2025)	Member, Non-Executive Non Independent Director

c. Stakeholders Relationship Committee comprises of following members:

Mr. Divyanshu Navlakha (appointed w.e.f 04th March, 2025)	Chairperson, Non-Executive Non Independent Director
Mrs. Sona Akash Parikh (upto 03rd March, 2025)	Chairperson, Non-Executive Non Independent Director
Mr. Subham Chand Jain	Member, Non Executive Independent Director
Mr. Ajay Jormal Mehta (appointed w.e.f 30th June, 2024)	Member, Non Executive Independent Director

13. MEETING OF COMMITTEES OF BOARD:

During the year there were in total 6 (SIX) Audit Committee Meetings, 3 (THREE) Nomination & Remuneration Committee, 5 (FIVE) Stakeholders Relationship Committee and 1 (ONE) meeting of the Independent Directors were held on following dates:

AUDIT COMMITTEE	(i) 17th May, 2024
	(ii) 20th July, 2024
	(iii) 14th August, 2024
	(iv) 31st August, 2024
	(v) 18th December, 2024
	(vi) 14th February, 2025
NOMINATION AND REMUNERATION COMMITTEE	(i) 17th May, 2024
	(ii) 30th June, 2024
	(iii) 03rd March, 2025
STAKEHOLDER RELATIONSHIP COMMITTEE	(i) 30th May, 2024
	(ii) 14th August, 2024
	(iii) 14th November, 2024
	(iv) 18th December, 2024
	(v) 14th February, 2025
INDEPENDENT DIRECTORS MEETING	(i) 14th February, 2025

14. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director. The policy on Companys Remuneration and Nomination is posted on Companys website at www.minalindustrieslimited.in.

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

All Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and are not disqualified from continuing as Independent Directors of your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs (‘IICA). These declarations/confirmations have been placed before the Board. Pursuant to Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby affirms that, based on the evaluation conducted and declarations received, it is of the opinion that the Independent Directors appointed during the financial year possess the requisite integrity, expertise, and experience (including proficiency) required for effectively discharging their duties as Independent Directors of the Company.

16. MEETING OF INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing Regulations, a separate Meeting of Independent Directors of the Company was held on 14th February, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors with the agricultural industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Companys familiarization program for Independent Directors is posted on Companys website at www.minalindustrieslimited.in.

18. INTERNAL CONTROL SYSTEM:

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

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

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit/loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

20. SUBSIDIARIES AND ASSOCIATE COMPANYS:

A separate statement containing the salient features of financial statements of all subsidiaries & Associates of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. As on 31st March, 2025, the Company does not have Subsidiary Company and 1 (One) Associate Company i.e. Minal Info jewels Limited.

During the financial year under review, Minal International FZE, a wholly owned overseas subsidiary of the Company incorporated in Dubai has wound up its business on 10th February, 2025 and formal winding up process has been initiated and the Commercial license has expired on the said date.

21. DEPOSITS:

Your Company did not accept any deposits from the public falling under the ambit of Section 73 of the Companies Act, 2013 (hereinafter referred to as ‘The Act) and the Rules framed thereunder during the year. There are no deposits which have not been claimed by depositors or paid by the Company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

22. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

During the year under review, the Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non-compliant deposits to report.

23. DISCLOSURE REGARDING THE MAINTENANCE OF COST RECORDS:

During the financial year under review the provisions regarding maintenance of cost records is not applicable to the Company, therefore the Company is not required to maintain the cost records.

24. APPOINTMENT OF AUDITORS:

a) INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, The company has appointed M/s. MMY & Associates., Chartered Accountant (Firm Registration Number: 105673W) as internal auditor of the company for financial year 2025-26 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit and their report is reviewed by the Audit Committee from time to time.

b) STATUTORY AUDITORS:

The Company at its 36th Annual General Meeting held on 30th September, 2024 appointed M/s. R H Modi & Co, Chartered Accountants (Firm Registration Number: 104058W) appointed as Statutory Auditors of the Company for a period of five consecutive years and who shall hold such office from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof. Further the ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7th May, 2018 issued by the Ministry of Corporate Affairs, and accordingly the item has not been included in the Ordinary Course of Business of this AGM Notice. Further, they have confirmed that they are not disqualified as auditors of the Company under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. Auditors report is self-explanatory and therefore does not require further comments and Explanation.

c) SECRETARIAL AUDITORS:

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure C to Directors Report.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

d) COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2024-25.

25. COMMENTS OF THE BOARD ON AUDITORS REPORT:

a) Observations of Statutory Auditors on Accounts for the year ended 31st March, 2025:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31st March, 2025.

b) Observations of Secretarial Audit Report for the year ended 31st March, 2025:

i) The unpaid dividend amount of Rs. 1,84,481/- (Rupees One Lakh Eighty-Four Thousand Four Hundred and Eighty-One Only) which was required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act 2013 and the rules made thereunder by has not been transferred.

ii) Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Audited Standalone and Consolidated Financial Results for the quarter and year ended March 31 2024 was not submitted in the prescribed time limit. In this regards BSE has issued penalty of Rs. 2,71,400/- (Rupees Two Lakh Seventy One Thousand Four Hundred only). The Company has made payment, the default was made good as on signing of this report.

iii) Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2024 was not submitted in the prescribed time limit. In this regards BSE has issued penalty of Rs. 1,53,400/- (Rupees One Lakh Fifty Three Thousand Four Hundred only). The Company has made payment, the default was made good as on signing of this report.

iv) The Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2024 were not signed by the Chief Financial Officer in accordance with the provisions of Section 134 of the Companies Act, 2013.

v) The Company has a wholly owned overseas subsidiary, Minal International FZE and the applicable FEMA Compliances were not complied by the Company.

Directors Comment: The Board has taken note of the observations made by the Secretarial Auditor regarding delays in certain regulatory filings. These delays were inadvertent and occurred due to procedural oversight. The Company has since strengthened its internal compliance mechanisms and ensured that necessary filings are now being made within the prescribed timelines. The Board assures stakeholders that corrective actions have been implemented to prevent recurrence.

26. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at www.minalindustrieslimited.in. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

27. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

28. CONSOLIDATED FINANCIAL STATEMENTS:

According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiaries, joint ventures, and associates are prepared in accordance with the relevant Indian Accounting Standard specified under the Act, and the rules thereunder form part of this Annual Report. A statement containing the salient features of the financial statements of the Companys subsidiaries, joint ventures, and associates in Form no. AOC-1 is given in this Annual Report in Annexure A. Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company at the link at www.minalindustrieslimited.in.

29. LISTING FEES:

Being listed at BSE Limited, Mumbai, the Company has duly paid the listing fees.

30. REPORT ON CORPORATE GOVERNANCE:

The Company is committed to achieving and adhering to the highest standards of Corporate Governance and constantly benchmarks itself with best practices, in this regard. Pursuant to Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance has been annexed to this Report as Annexure F along with the certificate issued by the Secretarial Auditor of the Bank confirming compliance with the mandatory requirements relating to Corporate Governance under the SEBI Listing Regulations. The Report on Corporate Governance also contains certain disclosures required under the Act, including the details of the Board meetings held during the financial year ended 31st March, 2025. The Company also files with the Stock Exchanges, the Report on Corporate Governance in terms of Regulation 27(2) of the SEBI Listing Regulations on a quarterly, half yearly and annual basis.

31. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for the period ended March 31, 2024 and Certificate of CEO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith as Annexure H.

32. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual return for the Financial Year 2024-25 in WEB Form MGT 7 is furnished on the website of the Company at www.minalindustrieslimited.in.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure B. All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of unforeseen or repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee, were placed before the Audit Committee on a quarterly basis for its review. All transactions entered into with related parties during the year were on arms length basis, largely in the ordinary course of business and in line with the threshold of materiality as defined in the Companys policy on Related Party Transactions & are in accordance with the provisions of the Act and Rules issued thereunder and Regulation 23 of SEBI Listing Regulations. Further, pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half-yearly disclosures on related party transactions with the stock exchange within statutory timeline.

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

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

35. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked as Annexure K and forms part of this report.

36. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees 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 is annexed herewith as Annexure D and forms part of this Report.

The details as required in terms of Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D and forms part of this Report.

37. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure E and forms part of this report.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) respectively as amended relating to Meetings of the Board and its Committees which have mandatory application and General Meeting.

39. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Company, through its risk management process, aims to contain the risks within its risk appetite. Significant audit observations and follow up actions thereon are reported to the Audit Committee and the risk management policy is available on the website of the company at www.minalindustrieslimited.in. In the opinion of the Board, there are no elements of risks threatening the existence of the Company.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the financial year 2024 - 2025 as the Company does not meet the criteria specified under sub-section (1) of Section 135 of the Act. Accordingly, the Company is not required to constitute a CSR Committee or formulate a CSR Policy.

41. THE DETAILS OF 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 orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

42. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

43. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment. As required the following is the details of complaints received and resolved during the year:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

44. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

45. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

46. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company as the Company does not have any female Employee. The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

47. OTHER DISCLOSURES:

A Petition under Section 59 of the Companies Act, 2013 read with Rule 70 of the National Company Law Tribunal Rules, 2016 has been filed before the Honble National Company Law Tribunal (NCLT), Mumbai Bench, wherein the Company has been named as one of the respondents. As on the date of this report, the matter is sub judice and no order has been passed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench.

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

48. ENHANCING SHAREHOLDER VALUE:

Your company firmly believes that its success, the market place and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services.

49. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

50. CAUTIONARY STATEMENT:

The statements contained in the Boards Report contain certain statements relating to the future and therefore, are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

	By Order of the Board of Directors
	For Minal Industries Limited
	Sd/-
	Shrikant J Parikh
	Chairman & Managing Director
Date: 26th August, 2025	DIN: 00112642
Place: Mumbai
Registered Office:
603- l Minal Co-Op Hsg So Ltd,
Off Sakivihar Road, Andheri-East,
Mumbai - 400072
CIN:L32201MH1988PLC216905
Tel No.: 022-40707070
E-mail id: cmseepz@gmail.com
Website address: www.minalindustrieslimited.in