Mish Designs Ltd Directors Report

To The Members,

Mish Designs Limited

Gala No. 4, Gulati Industries,

Hattibaug Love Lane, Mazgaon Mumbai, Mumbai City Unclassified MH 400010.

Your directors take pleasure in presenting their 9th (Ninth) Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2026 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2026 and the previous financial year ended March 31, 2025 is given below:

( in Lakhs)

Particulars	31-Mar-26	31-Mar-25
Total Income	838.13	1810.14
Less: Expenditure excluding Depreciation	928.56	1685.66
Profit before Depreciation and tax	(90.43)	124.48
Less: Depreciation	14.83	4.22
Profit before Tax and Extraordinary item	(105.26)	120.26
Provision for Taxation	(2.06)	31.27
Extraordinary item	-	-
Profit after Tax and Extraordinary item	(103.20)	88.99
Other Comprehensive Income	-	-
Total Comprehensive Income	(103.20)	88.99
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	(3.24)	3.03
(2) Diluted	(3.24)	3.03

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at 838.13 Lakhs for the year ended March 31, 2026 as against 1810.14 Lakhs in the previous year. The Company made a net loss of 103.20 Lakhs for the year ended March 31, 2026 as compared to the net profit of 88.99 Lakhs in the previous year.

3. CAPITAL EXPENDITURE

During the year the company incurred the capital expenditure of Rs. 31.79 Lakhs on fixed assets

4. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

6. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2026

7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2025-26, there was no amount due for transfer to IEPF.

8. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 3,90,00,000/- (Rupees Three Crores Ninety-Lakhs Only) divided into 38,00,000 (Thirty-Eight Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only)

The Paid-up capital of the Company is Rs. 3,44,61,600/- (Rupees Three Crores Forty-Four Lakhs Sixty-One Thousand Six Hundred Only) divided into 34,46,160 (Thirty-Four Lakhs Forty-Six Thousand One hundred and Sixty) Equity shares of Rs. 10/-.

Company has appointed M/s Kfin Technologies Limited as the Registrar and Transfer Agent of the Company.

9. CHANGE IN SHARE CAPITAL:

The following changes have occurred in the share capital of the Company subsequent to the end of the financial year and up to the date of this Report.

The Company altered the capital clause of its Memorandum of Association for increasing its Authorised Share Capital. Further, the authorized share capital of the company was increased from Rs. 3,40,00,000/- (Rupees Three Crores Forty Lakhs Only) divided into 33,00,000 (Thirty-Three Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 3,90,00,000/- (Rupees Three Crores Ninety Lakhs Only) divided into 38,00,000 (Thirty-Eight Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only) each on June 05, 2026.

Further, the Company issued and allotted 2,63,160 (Two Lakhs Sixty-Three Thousand One Hundred and Sixty) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each to the proposed allottees on a preferential basis ("Preferential Issue"), in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended, and other applicable laws, pursuant to the requisite approvals of the shareholders and regulatory/statutory authorities.

Pursuant to the aforesaid Preferential Issue, the Issued and Paid-up Share Capital of the Company increased from Rs. 3,18,30,000/- (Rupees Three Crores Eighteen Lakhs Thirty Thousand Only), comprising 31,83,000 (Thirty-One Lakhs Eighty-Three Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each, fully paid-up, to Rs. 3,44,61,600/- (Rupees Three Crores Forty-Four Lakhs Sixty-One Thousand Six Hundred Only), comprising 34,46,160 (Thirty-Four Lakhs Forty-Six Thousand One Hundred and Sixty) Equity Shares of Rs. 10/- (Rupees Ten Only) each, fully paid-up.

10. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as "Annexure III".

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY 2025-26 under review.

12. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from H Maheshwari & Associates., Practicing Company Secretary is annexed to the Boards Report as "Annexure IV".

13. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

As at March 31, 2026, the Company did not have any Subsidiary, Joint Venture, or Associate Company. However, as on August 27, 2026, IDesign Fashions Private Limited has become a subsidiary of the Company.

14. MATERIAL CHANGES AND COMMITMENTS

There have been material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year and the date of this Report.

a) The company has issued 2,63,160 Equity Shares of Rs. 57 per Equity Share each having a face value of Rs. 10/- (Rupees Ten Only) including a premium of Rs. 47/- (Rupees Forty-Seven Only) per equity shares aggregating to Rs. 1,50,00,120/- (Rupees One Crore Fifty Lakh One Hundred and Twenty Only) ("Consideration") by way of preferential allotment

b) The company has received Rs. 1,50,00,120/- (Rupees One Crore Fifty Lakh One Hundred and Twenty Only) against the issue of 2,63,160 Equity Shares and has received subscription money of Rs. 35,00,013.75/- (Rupees Thirty-Five Lakh Thirteen and Seventy-Five Paise Only) against the issue of 2,45,615 warrants convertible into Equity Shares equivalent to 25% of the issue price of warrants i.e. Rs. 57/- per each from the allottees.

15. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2026 is available on the website of the Company at https://mishindia.com/investor-relations/

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

17. SCHEME OF AMALGAMATION / ARRANGEMENT

During the Financial Year 2025-26, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Change in Directors

The Board of Directors of the Company is duly constituted with an appropriate mix of Executive, Non-Executive and Independent Directors.

During the year under review, Mrs. Kajal Chattwal was appointed as an Additional Director (Non-Executive), designated as an Independent Director, with effect from March 16, 2026, subject to the approval of the shareholders, which was duly obtained on June 5, 2026. Further, Mr. Tapan Shah was redesignated from Non-Executive Independent Director to Non-Executive Non-Independent Director with effect from March 16, 2026, subject to the approval of the shareholders, which was duly obtained on June 5, 2026.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sajan Kumar Bhartia, (DIN: 07967810), Whole Time Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Sajan Kumar Bhartia, (DIN: 07967810), the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 16th March, 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mr. Kaushal Mahesh Goenka (Managing Director) b) Mr. Sajan Kumar Bhartia (Whole time Director and Chief Financial Officer) c) Mrs. Muskan Kachhawaha (Company Secretary) (upto September 02, 2025) d) Ms. Ashima Chhatwal (Company Secretary) (w.e.f. September 23, 2025 & upto September 30, 2025) e) Ms. Namrata Teli (Company Secretary) (w.e.f. December 31, 2025)

19. BOARD MEETINGS:

The Company held Eight (8) meetings of its Board of Directors during the year on May 26 2025, September 04, 2025, September 23,2025, November 10, 2025, November 12, 2025, December 31, 2025, January 16, 2026 and March 13, 2026

Sr. No.	Name of the director	Number of Meetings which director was entitled to attend	Board Meeting Number of Meetings attended	% of attendance	Whether attended AGM held on 29.09.2025 (Y/N/NA)
1.	Mr. Sajan Kumar Bhartia	8	8	100%	Y
2.	Mr. Kaushal Mahesh Goenka	8	8	100%	Y
3.	Mrs. Anita Bhartia	8	8	100%	Y
4.	Mr. Tapan Rajivshah	8	8	100%	Y
5.	Ms. Diksha Maheshwari	8	8	100%	Y
6.	Ms. Kajal Chattwal	1	1	100%	N

20. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee of the Company was constituted on August 4, 2023, pursuant to Section 177 of the Companies Act, 2013, and was reconstituted with effect from March 16, 2026, consequent upon the change in designation of Mr. Tapan

Shah. During the year under review, the Committee met four times, as at March 31, 2026. The details of the Members participation in the meetings of the Committee are as under:

			Attendance at the Audit Committee Meetings held on
Name of Director	Category	Position in the committee	May 26 2025	September 04, 2025	November 10, 2025	March 16, 2026
Mr. Tapan Shah	Non- Executive - Independent Director	Chairperson	Yes	Yes	Yes	Yes
Ms. Kajal Chattwal	Non- Executive - Independent Director	Chairperson	-	-	-	Yes
Ms. Diksha Maheshwari	Non- Executive - Independent Director	Member	Yes	Yes	Yes	Yes
Mr. Kaushal Goenka	Managing Director	Member	Yes	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

Oversight of the Companys financial reporting process and financial information submitted to the Stock

Exchanges, regulatory authorities or the public.

Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard Policy.

Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted on August

4, 2023, pursuant to Section 177 of the Companies Act, 2013, and was reconstituted with effect from March 16, 2026, consequent upon the change in designation of Mr. Tapan Shah. During the year under review, the Committee met 2 times, as at March 31, 2026. The details of the Members participation in the meetings of the Committee are as under:

			Attendance at the Remuneration Committee
Name of Director	Category	Position in the committee	May 26 2025	March 16, 2026
Ms. Diksha Maheshwari	Non- Executive Independent Director	Chairman	Yes	Yes
Mr. Tapan Shah	Non-Executive - Independent Director	Member	Yes	Yes
Ms. Kajal Chattwal	Non- Executive Independent Director	Member	Yes	Yes
Ms. Anita Bhartia	Non- Executive Director	Member	Yes	Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) Use the services of an external agencies, if required; b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and c) Consider the time commitments of the candidates.

Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on diversity of board of directors;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Boards Report in "Annexure I".

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Ms. Diksha Maheshwari. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

			Attendance at the Stakeholders
Name of Director	Category	Position in the committee	Relationship Committee held on May 26 2025
Ms. Diksha Maheshwari	Non- Executive Independent Director	Chairperson	Yes
Ms. Anita Bhartia	Non- Executive Director	Member	Yes
Mr. Sajan Bhartia	Whole Time Director	Member	Yes

The terms of reference of the Committee are:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

Review of measures taken for effective exercise of voting rights by shareholders.

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2026.

Ms. Namrata Teli, Company Secretary and Compliance Officer of the Company.

21. BOARDS PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and Individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31st March 2026. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period.

23. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2025-26 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future

24. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS ETC. UNDER

RULE 8(5)(VII) OF THE COMPANIES (ACCOUNTS) RULES 2014.

During the year under review, there were no significant or material order(s) passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

25. DISCLOSURE OF INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY RULE

8(5)(VIII) OF THE COMPANIES (ACCOUNTS) RULES 2014

Our company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and aid in the timely preparation of reliable financial statements

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company has established an organizational structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it ensures that employees are aligned on common objectives and have the right information on business evolution

27. AUDITORS:

i. Statutory Auditors:

The Board has appointed M/s. Dinesh Jain & Co, Chartered Accountants as the statutory auditors of the Company for term of five consecutive years, from the conclusion of Eight Annual General Meeting of the Company, held in 2025 till the conclusion of the Thirteenth Annual General Meeting to be held in the year 2030, as approved by shareholders of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed H Maheshwari & Associates., a firm of Company Secretaries in Practice (CP No. 10245), to undertake the Secretarial Audit of the Company for the F.Y. 2025-26.

The Secretarial Audit Report for F.Y. 2025-26 is annexed herewith as "Annexure II".

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company.

iv. Internal Auditor:

The Company has appointed M/s Chandak Agrawal & Co., (Firm Registration Number: 135067W), Chartered Accountants, for the financial years 2025-26 and 2026-27, as approved by the Board of Directors at its meeting held on September 05, 2025.

28. AUDITORS REPORT:

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks. The Auditors Report and Secretarial Auditors Report do not contain any qualifications, reservations, or adverse remarks impacting on financial or compliance controls. The Report of the Auditors is given as an Annexure, which forms part of this report.

The Statutory Auditors Report & Secretarial Auditors Report does not include any qualifications, reservations, or adverse remarks. The Reports of the Statutory Auditor and Secretarial Auditor are given as an Annexure, which forms part of this report.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said

Policy is available on Companys website at https://mishindia.com/.

30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2025-26, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

31. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Companys success and growth

32. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Chandak Agrawal

& Co., (Firm Registration Number: 135067W), Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26

33. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

34. LISTING WITH STOCK EXCHANGES:

During the period under review, Mish Designs Limited was listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year to BSE Limited.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

36. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website www.mishindia.com

37. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 5,50,000/- Per Month b) Percentage increase/decrease in the median remuneration of employees in the financial year 2025-26: 15% c) Number of permanent employees on the rolls of the Company as on March 31, 2026: 23 d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company. e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of 1,00,00,000 / - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

38. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://mishindia.com/

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy. b) The steps taken by the Company for utilizing alternate source of energy Company shall consider on adoption of alternate source of energy as and when necessities. c) The Capital Investment on energy conversation equipment No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. Minimum technology required for Business is absorbed. b) The benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable. c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable. 1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof iii. The expenditure incurred on Research and Development Not Applicable. iv. Foreign exchange earnings and Outgo - Income in Foreign Currency Rs. 52,93,485/-

40. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

The Company has not given any loans, guarantees or made any investments under section186 of the Companies Act, 2013

41. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

42. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys website https://mishindia.com/

43. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year 2025-26 with related parties were on arms length basis and in the ordinary course of business. No material related party transactions / arrangements were entered into during the financial year by the Company.

The particulars of transactions with related parties referred in section 188(1) of the Companies Act, 2013 entered by the Company during the financial year ended March 31, 2026 in Form AOC-2 is annexed herewith as Annexure V to this Report.

The details of the transactions with related parties were also provided in the notes to the financial statements.

44. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

45. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

46. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder ("POSH Act"). The policy is available on website on company https://mishindia.com/

The Company has also set up Internal Complaints Committee(s) (‘ICCs) for each workplace, which is in compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY26	NIL
Number of complaints resolved as on March 31, 2026	NIL
Number of complaints not resolved as on March 31, 2026	NIL
Number of pending complaints as at March 31, 2026	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2025 at its jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No pending complaints to be resolved for the financial year under review.

47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

48. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31, 2026.

Male Employees: 10 Female Employees: 13 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

49. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

50. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

51. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They 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 of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

52. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES

ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2026.

53. APPOINTMENT OF (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE

COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

54. OTHER DISCLOSURES:

There were no transactions with respect to the following matters during the year:

1) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

2) There has been no issue of shares (including sweat equity shares) to the employees of the company under any scheme, save and except Employees Stock Options Schemes referred to in this report.

3) There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

4) There was no instance of one-time settlement with any Bank or Financial Institution.

5) During the financial year, there has been no revision in the Financial Statements or the Boards Report.

6) The Company has not issued any shares with differential rights as to dividend, voting, or otherwise.

55. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

56. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. 2. There was no instance of one-time settlement with any Bank or Financial Institution.

57. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office:	By Order of The Board of Directors
Gala No. 4, Gulati Industries, Hattibaug	FOR MISH DESIGNS LIMITED
Love Lane, Mazgaon, Mumbai City
Maharashtra, India, 400010	Sd/-
	Kaushal Goenka
Tel: 022-23719478,
	(Managing Director)
CIN: L74999MH2017PLC302175
	DIN: 02446587
Website: https://mishindia.com/
Email: info@mishindia.com
	Sd/-
	Sajan Bhartia
	(Whole Time Director)
	DIN:07967810
	Mumbai, Wednesday, August 26, 2026