Mishka Exim Ltd Directors Report

(Amount in Lakhs)

The Equity Shares of the Company (Scrip Code 539220) are listed on BSE.

During the year no amount was transferred to reserve.

Keeping in view, the working capital requirement directors have decided to skip the dividend for the year.

a) Standalone

Revenue from operations for the financial year 2024-25 at Rs. 467.20 Lakhs was higher by 28.46% over last year (Rs 363.68 Lakhs in 2023-24). At the end of the Financial Year ended 31^st March, 2025 the Company reported Profit amounting to Rs. 31.40 Lakhs for financial year 2024-2025. The company expects good business and returns in future.

b) Consolidated

Revenue from operations for the financial year 2024-25 at Rs. 467.20 Lakhs was higher by 14.75% over last year (Rs 407.15 Lakhs in 2023-24). At the Financial Year ended 31^st March, 2025 the Company reported Profit amounting to Rs. 33.54 Lakhs for financial year 2024-2025. The company expects good business and returns in future.

6 DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

To comply with the provisions of Section 129(3) of the Act, a statement containing sailent features of the financial statements of the Subsidiary Company of your Company in Form AOC-1 is attached to the financial statements of the Company as Annexure- A and forms part of this report.

Total 06 Board Meetings were held during the year under review. The time gap between two Board Meetings did not exceed the prescribed limit of 120 days. The requisite quorum was present for all the Board meetings held during the financial year 2024-25.

The Details of the meetings of the Board attended by the Directors during the financial year 2024-25, are given below:

8 DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR

APPOINTMENT AND RESIGNATIONS

There was no such Director or key managerial personnel who appointed or resigned during the year.

RE-APPOINTMENT

To comply with the provisions of Section 152 of the Companies Act, and in terms of the Articles of Association of the Company, Mrs.Suman Gupta (DIN - 00027797), Director of the Company was reappointed as Director liable to retire by rotation in the Annual General Meeting held on 30.09.2024.

Mr. Rajneesh Gupta, Director (DIN - 00132141) of the Company is being appointed as director who retires by rotation in the ensuing Annual General Meeting and offer himself for reappointment. Your Board of Directors recommends his re-appointment.

Mr. Naresh Kumar Garg (DIN: 02290538) is being appointed as an independent director in the ensuing AGM for a team of 5 consecutive years i.e. upto 29^th September, 2029 in place of Mr. Akhil Mohan Gupta independent director, whose term is being completed on 29^th September,2025.

Definition of Independence of Directors is derived from Section 149(6) of the Companies Act, 2013. Based on the disclosure received from the Directors under Section 149(7) of the Companies Act, 2013 and on evaluation of the relationship disclosed, the following Non-Executive Directors are considered as Independent Directors: a) Mr. Akhil Mohan Gupta b) Mrs. Anju Agrawal c) Mr. Rajneesh Kumar Garg

10. DECLARATION OF INDEPENDENCE

All the Independent Directors of the Company have given their respective declarations stating that they meet the criteria prescribed for independence under the applicable laws and in the opinion of the Board, all the Independent Director of the Company meet the said criteria.

The Board has the following Committee during the period under review:

Audit Committee

The Company has constituted an Audit Committee as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of following members:

Stakeholder Relationship Committee

The Company has a Stakeholder Relationship Committee to redress the complaints of the Shareholders. The Stakeholder Relationship Committee comprises of following members:

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprises of following members:

The Company has formulated a policy known as Nomination and Remuneration Policy to govern the appointment and payment of remuneration to Directors and KMPs. Salient features of nomination and remuneration policy are

13. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were no employees in the Company whose remuneration exceeded the limit as mentioned under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of sweat equity shares

c. The Managing Director of the Company did not receive any remuneration or commission from its holding or subsidiary company.

d. Disclosure required under Section 67 of the Companies Act, 2013

Pursuant to the section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) that in the preparation of the accounts for the year ended 31st March, 2025 the applicable accounting standards have been followed along with proper explanation relating departures; b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review; c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the Directors have prepared the accounts for the financial year on going concern basis. e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Gaur & Associates, Chartered Accountants were appointed as Statutory Auditors of the company for the period of five consecutive years from the conclusion of the 7^th Annual General Meeting until the conclusion of the 12^th Annual general Meeting of the Company.

Auditors Remark

There is no auditors remark in the Auditor report given notes referred to in their report is self-explanatory. The explanation contained in those comments/notes may be treated as information/explanation submitted by the board as contemplated U/s 129 (1) of the Companies Act, 2013.

17. SECRETARIAL AUDITOR AND THEIR REPORT

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 M/s Parveen Rastogi & Co. a firm of Company Secretary in practice to undertake the Secretarial Auditor of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31^st March, 2025 is appended as Annexure-B to this report.

The Auditor has made the observations in its report as given below:

18. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

19. EXTRACT OF ANNUAL RETURN

During the year, the Company has not entered into any material significant transactions with its Promoters, Directors, Management, Subsidiaries or Relatives of the Directors/ Management, which could lead to potential conflict of interest between the Company and these parties, other than transactions entered into in the ordinary course of the Business.

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the annual return in the prescribed in Form MGT-7 is placed on website of the Company at http://www.mishkaexim.com/investor-relations.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES.

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure-D to this Board Report.

During the year, the company has not accepted any deposits from public.

The particulars of loans, guarantees and investments if any covered under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

Provision under Section 135 of the Companies Act, 2013 and the rules made there under are not applicable to the Company. Hence no disclosure on Corporate Social Responsibility was taken on record.

The Company has no activities relating to conservation of energy or Technology Absorption.

The company has no dealing in foreign exchange. And has no earnings and outgo.

26 DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or proceeding pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

27 DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

The Company has an internal Control System, commensurate with size, scale and complexity of its operation. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

Adequate steps have been taken by the company for the development and implementation of Risk Management Policy including identification of elements of risk in the opinion of the Board that may threaten the existence of the company.

FINANCIAL POSITION OF THE COMPANY

There have been no 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 statement relate (i.e. March 31, 2025) and the date of the Report i.e. 05^th September, 2025.

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns or grievance regarding unethical practice. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to Chairman of the Audit Committee, in exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company (http://www.mishkaexim.com)

The Company is committed to achieving to the highest standards of Corporate Governance and it constantly benchmarks itself with the best practices in this regard.

The report on Corporate Governance for the Financial Year 2024-25 along with a certificate issued by the Statutory Auditors of the Company confirming compliance with mandatory requirements relating to Corporate Governance as stipulated under Chapter IV of the Listing Regulations, form part of this report.

The Governance framework of the Company incorporates all the mandatory requirements as prescribed in the Listing Regulations. The Company has also adopted the non- mandatory requirements as recommended in the Listing Regulations, detailed in the Report on Corporate Governance, which form part of this report is appended as

Annexure- E.

32 MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended herein. The said report is part of the annual report as Annexure-F.

33 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders have been passed by the regulators, courts, tribunals, etc. impacting the going concern status and the companys operations in future.

34 PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company maintains a zero-tolerance policy towards sexual harassment and is committed to fostering a safe and respectful work environment for all employees. We are dedicated to upholding a culture of dignity, equality, and mutual respect across the organization. The Company has implemented a robust policy on the Prevention of Sexual Harassment at the Work place, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is accessible to all employees via the Companys intranet and provides a robust mechanism for addressing complaints, if any.

An Internal Complaints Committee (ICC), duly constituted as per the policy, ensures that any concerns are addressed promptly, fairly, and confidentially. During the Financial Year 2024–25, no complaints of sexual harassment were received, disposed of, or remained pending. The summary is as follows:

The Policy for Prevention of Sexual Harassment of the Company is available on the Companys website at the web link

35 COMPLIANCE WITH MATERNITY BENEFIT

In accordance with the Maternity Benefit Act, 1961, and the amendments thereto, our Company ensures that female employees are provided with maternity benefits, including paid leave and other benefits, as prescribed under the Act.

We confirm that our Company is in compliance with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, and provides a supportive work environment for our female employees.

Your Directors take this opportunity to place on record the co-operation and support given by the departments of governments, financial institutions, banks, valued shareholders, clients and the employees at all levels of the company.