Mitshi India Ltd Directors Report

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<dhhead>DIRECTORS’ REPORT </dhhead>

To, The Members,

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

1. Financial summary or highlights/Performance of the Company (in lakhs)

PARTICULARS	Year ended	Year ended
	31st March 2025	31st March 2024
Total Income	457.68	2023.69
Total Expenditure	456.55	2008.49
Profit/(Loss) before Exceptional & Extraordinary Items & Tax	1.13	15.20
Exceptional Items
Extraordinary Items	4.00	0.00
	0.00	0.00
Profit/(Loss) before Tax	5.13	15.20
Less: Provision for Tax
Current Tax	1.29	3.48
Deferred Tax	0.00	-0.36
Provision	(0.28)	0.03
Profit/Loss after Tax	3.56	12.11
Earnings per share (Rs. 10/- each)
Basic & Diluted (in Rs.)	0.04	0.14

2. Brief description of the Companyfs working during the year/State of Companyfs affair

As detailed above, during the year company made profit to the tune of Rs. 3.56/- (in lakhs) as compared to previous year’s profit of Rs. 12.11/-(In lakhs).

Your company started to earn from the major activity of trading in fruits and vegetables and some software business during the year.

3. Dividend

In view of not sufficient profit, the Directors are unable to recommend any Dividend for the year.

4. Reserves

No amounts are transferred to Reserves during the year.

5. Share Capital

Issue of Shares with Differential Rights:

The company has not issued any shares with differential rights under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] . Hence, no details are provided for it.

Issue of Sweat Equity Shares

The company has not issued any shares under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014. Hence, no details are provided for it.

6. Directors and Key Managerial Personnel

Mr. Kumar Vasantlal Shah, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. No new appointment of directors have been made in the company during the Financial year.

7. Particulars of Employees

The Company has 4 permanent employees in respect of whom information is to be furnished under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees of the Company.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 7 Board Meetings and 4 Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the corporate governance Report.

10. Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Director(s) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 as amended.

11. Remuneration Policy

The Board will on the recommendation of the Nomination & Remuneration Committee frame a policy for selection and appointment of Directors, Senior Management and their remuneration.

12. Managerial Remuneration:

During the year under review, there is no Remuneration given to Board of Directors

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any of Subsidiary/Joint Ventures/Associate Companies as at the year end. : Annexure 1

14. Auditors:

At the 34th AGM held on September 16, 2024, the Members approved the re-appointment of S D P M & CO., Chartered Accountants (Firm Registration No. 126741W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 39th AGM to be held in the year 2029.

15. Auditorsf Report

The Auditors’ Report does not contain any qualification.

16. Disclosure about Cost Audit

During the year, the Cost Audit was not applicable to the Company and hence no details are provide for it.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. M K SAMDANI & CO., Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report.

Regarding qualification and remarks in the Secretarial audit report, your Board offer following explanation.

Secretarial Auditor Observations	Management Comments
A. The Company does not have SDD software.	The Company is currently in the process of
	implementing an appropriate SDD software. In the
	interim, all requisite records are being maintained in
	a secured and access-restricted Excel format to
	ensure compliance.
B. The Independent Director of the company	has To ensure full compliance with statutory
been associated with the company in	the requirements and uphold the principles of good
capacity of Independent Director for the period of corporate governance, the company is actively
more than 10 years (More than 2 terms) without seeking to appoint a new Independent Director who
the cooling period of three years as	per meets the eligibility criteria as defined under Section
Companies Act, 2013	149(6) of the Companies Act, 2013
C. The company has given financial of March 2024 Company maintain books of accounts in Electronic
on 29th June, 2024 hence there is	a mode and due to crash in the system we are not able
noncompliance of Regulation 33.	to get our data on time. We ensure that we will take
	care of our system so that this kind of things will not
	come again. Apart from this we have paid the penalty
	as levied by the BSE.

18. Internal Audit & Controls

The Company has Internal Audit and Internal Control System commensurate with the size, scale and complexity of its operations.

19. Insurance

The Company’s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

20. Instances of fraud, if any reported by the auditors

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

21. Web address of annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on the Company’s website https://mitshi.in/.

22. Issue of Employee stock options

During the year under review, the Company has not issued any employee stock options and accordingly no details are provided for it.

23. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

24. Risk management policy

Pursuant to section 134(3) (n) of the Companies Act, 2013 and provisions of SEBI (LODR) Regulations, 2015, the company has framed a risk management policy for the Company including identification therein of elements of risk, if any, which in opinion of the Board may threaten the existence of the company.

At present the company has not identified any element of risk which may threaten the existence of the Company

25. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

No Application have been made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016,

26. Disclosure of accounting treatment

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

27. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the Company’s website at https://mitshi.in/.

28. Material changes and commitments,

If any, 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

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

29. Disclosure Under Maternity Benefit Act, 1961

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

30. Details of significant

Material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

SL. No.	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which It Is given	Date of ER	Date of SR (if reqd)	Rate of Interest	Security
			NIL

 

There are not significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

31. Deposits

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

32. Particulars of loans, guarantees or investments under section 186

1. Details of Loans:

2. Details of Investments:- figure of investment

Si- No.	Date of Investment	Details of Investee	Amount	Purpose for which the proceeds from Investment Is proposed to be utilized by the recipient	Date of BR	Date of SR (If reqd)	Expected rate of return
			NIL

 

3. Details of Guarantee / Security Provided:

SL. No.	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the securfty/guarantee Is proposed to be utilized by the recipient	Date of BR	Date of SR (If any)	Commission
			NIL

 

33. Particulars of contracts or arrangements with related parties

During the year under review, Company has paid Rs.1,44,000/- as rent for using the premises as Registered office to Dr. Shikha Kumar Shah, daughter and Mrs. Deepa Kumar Shah, wife of Mr. Kumar V. Shah, Chairman and Managing Director. These contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third provision are disclosed in the Notes to the financial statements. : Annexure 2 34. Corporate Governance Certificate

This is to declare that in order to comply with Regulation 27(2) of SEBI (LODR), Regulations, 2015 read with Regulation 15 of Chapter IV SEBI (LODR) Regulations, 2015, the Paid up Capital of the Company Mitshi India Limited is not exceeding Rs. 10 Crores, and the Net worth is less than Rs. 25 Crores, as on the last day of the previous financial year ended, 31st March, 2025 hence corporate governance is Not Applicable to the company.

35. Management Discussion and Analysis-

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2025. Statutory Disclosures The Company has no employees in respect of whom information under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

36. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During the year Company has not received any complaint of harassment.

37. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: The Company has not carried out any manufacturing activity during the year.

(a) Conservation of energy

(0	the steps taken or impact on conservation of energy	Not Applicable
0)	the steps taken by the company for utilizing alternate sources of energy	Not Applicable
(iii)	the capital investment on energy conservation equipment s	Not Applicable

 

(b) technology absorption

i.	the efforts made towards technology absorption	Not Applicable
ii.	the benefits derived like product improvement, cost reduction, product development or	Not Applicable
	import Substitution
iii.	in case of imported technology (imported during the last three years reckoned from the	Not Applicable
	beginning of the financial year)
	a) The details of technology imported	Not Applicable
	b) The year of import	Not Applicable
	c) Whether the technology been fully absorbed
	d) If not fully absorbed, areas where absorption has not taken place, and the reasons	Not Applicable
	thereof	Not Applicable
iv.	The expenditure incurred on Research and Development	Not Applicable

(c) Foreign exchange earnings and Outgo i) Foreign exchange earnings : NIL ii) Foreign exchange Outgo : NIL

38. Corporate Social Responsibility (CSR)

Due to Inadequate Profits, the company was not required to spend any amount towards Social Responsibility, and hence no details for the same are provided.

39. Directorsf Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c)read with section 134(5) of the Companies Act, 2013 and Clause 49 (III) (D) (4) of the listing Agreement with Stock Exchanges (a) In the preparation of the annual accounts, the applicable accounting standards have been Followed along with proper explanation relating to material departures, if any; (b) 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 for that period; (c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

40. Transfer of Amounts to Investor Education and Protection Fund

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

41. Listing with Stock Exchanges:

The Company is listed with BSE Ltd

42. Status under Sick Industrial Companies (Special Provision) Act, 1985

The Company is not a Sick Industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies (Special Provision) Act, 1985.

43. Acknowledge

Your Directors would like to acknowledge to all contribution, support, help received from all the stakeholders, government Agencies, Banks.

	By Order of the Board of Directors
	MITSHI INDIA LIMITED
	SD/-
	Kumar Shah
	Chairman and Managing Director
	DIN:- 01451912
Registered Office:
2, Juhu Aradhana, Chs Ltd.
Juhu lane, Mumbai - 400 058.
Place : Mumbai
Date : 30.08.2025