Mitshi India Ltd Directors Report

DIRECTORSS REPORT

To, The Members of

MITSHI INDIA LIMITED

The Board of Directors hereby submits the report of the business and operations of your company ("the Company" or "Mitshi India limited") along with the audited financial statements, for the financial year ended March 31, 2026.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended March 31, 2026 is summarized below: -

		(Amount in Lakh)
Particulars	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Revenue from Operation	277.48	457.67
Other Income	-	-
Total Revenue	277.48	457.68
Cost of Material Consumed	-	-
Purchase of stock-in-trade	265.59	430.98
Change in inventories of Finished Goods, Work-in-Process and Stock-in-Trade	(25.18)	-
Employees benefits expenses	6.71	6.69
Finance Cost	-	-
Depreciation and Amortisation Expenses	-	-
Other Expenses	17.53	18.88
Total Expenses	264.67	456.54
Profit before exceptional and extraordinary items and tax	12.81	1.13
Exceptional Items	12.06	(4.00)
Profit before Tax	0.75	5.13
Less: Current Tax	0.19	1.29
Deferred Tax	-	-
Short/ (Excess) Provision of Income Tax	(0.12)	0.28

2. WORKING PERFORMANCE REVIEW:

During the year under review, the Companys revenue from operation has been Decreased from Rs. 277.48/- Lacs as against the previous years revenue from operation of Rs. 457.67/- Lacs. The Company has incurred Net Profit amounting Rs. 0.69/- Lacs as against Net Profit of Rs. 3.56/- Lacs in the previous year.

3. LISTING OF SECURITIES:

The Equity shares of the company are presently listed only on BSE Limited.

4. TRANSFER TO RESERVE:

No amounts are transferred to Reserves during the year.

5. SHARE CAPITAL

The Authorized Capital of Company on March 31, 2026 is Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each

The issued, subscribed, paid up equity capital as on March 31, 2026 was Rs. 8,80,00,000/- divided into 88,00,000 equity shares of Rs. 10/- each.

Further, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

There is no Change in Share Capital of the Company during the year and Companys entire paid up equity shares are listed with BSE Limited.

6. DIVIDEND:

Your directors have considered it financially prudent in the long- term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2026.

7. 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 Mithsi 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, 2026 hence corporate governance is Not Applicable to the company.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis Report for the financial year 2025- 26, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report and is annexed hereto as "Annexure- IV".

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report are as follow:

A. Open Offer

Subsequent to the End of Financial Year, Mr. Karronn Naresh Bajaj ("Acquirer") announced an Open Offer for acquisition of up to 22,88,000 (Twenty- Two Lakh Eighty- Eight Thousand) fully paid-up Equity Shares of face value of Rs.10/- each of Mithsi India Limited ("Target Company")/Company"), representing 26% of the total equity and voting share capital of the Company on a fully diluted basis, from the Public Shareholders of the Company at a price of Rs.15/- (Rupees Fifteen only) per Equity Share, payable in cash, in accordance with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations").

The Acquirer entered into a Share Purchase Agreement dated July 23, 2026 with the Promoter Sellers, pursuant to which the Acquirer agreed to acquire 13,70,070 (Thirteen Lakh Seventy Thousand Seventy) Equity Shares, constituting 15.57% of the voting share capital of the Company, for an aggregate consideration of Rs.2,05,51,050/- (Rupees Two Crore Five Lakh Fifty- One Thousand Fifty only). In connection with the aforesaid acquisition, the Acquirer made a Public Announcement dated July 23, 2026 in respect of the Open Offer, which was submitted to the Securities and Exchange Board of India ("SEBI") and the Target Company.

Srujan Alpha Capital Advisors LLP was appointed as the Manager to the Open Offer in accordance with Regulation 14(1) of the SEBI (SAST) Regulations. The Detailed Public Statement dated July 29, 2026 was published on July 30, 2026 in accordance with the applicable provisions of the SEBI (SAST) Regulations. Further, Srujan Alpha Capital Advisors LLP, in its capacity as Manager to the Open Offer and in compliance with Regulation 16(1) of the SEBI (SAST)

Regulations, filed the Draft Letter of Offer dated August 06, 2026 with SEBI in respect of the proposed acquisition of shares of the Company by the Acquirer. The Open Offer process is being undertaken in accordance with the applicable provisions of the SEBI (SAST) Regulations and other applicable laws.

B. Change in Management

(i) Board of Directors in their meeting held on 15th July, 2026 has appointed Vicky Mahendra Anjaria an Additional Non-Executive Non-Independent of the Company w.e.f. 15th July, 2026, subject to Shareholders Approval.

(ii) Board of Directors in their meeting held on 15th July, 2026 has appointed Mr. Gurdeep Singh (DIN: 11743371) an Additional Non-Executive Independent of the Company w.e.f. 15th July, 2026, subject to Shareholders Approval.

(iii) Board of Directors in their meeting held on 22nd July, 2026 has appointed Mrs. Rekha Rani Naraniwal (DIN: 08467886) as an Additional Non-Executive Independent Director of the Company w.e.f. 22nd July, 2026, subject to Shareholders Approval.

(iv) Mrs. Bijal Yogesh Durgavale (DIN- 07403891) has tendered her Resignation from the post of Additional Non-Executive Independent Director of the company with effect from Close of Business hours of 22nd July, 2026. Board Considered and accepted her resignation in their meeting held on 22nd July, 2026.

(v) Mrs. Sheetal Bhavin Nagda (DIN- 07179841) has tendered her Resignation from the post of Additional Non-Executive Independent Director of the company with effect from Close of Business hours of 22nd July, 2026. Board Considered and accepted her resignation in their meeting held on 22nd July, 2026.

10. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year, on 13th November, 2025 the Company has shifted its registered office from 2, Juhu Aradhana CHS Ltd, Juhu Lane, Mumbai, 400058 to 204 B- Wing, Master Mind III, E Building Aarey Milk Colony, Mumbai, Goregaon East, Maharashtra, India, 400065, i.e., within the same city.

11. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES

As per Companies Act, 2013 and as on 31st March, 2026 the company is neither having any Subsidiary Company u/s 2(87) nor any Associate Company u/s 2(6) and hence, do not call for any disclosure under this head.

12. INDIAN ACCOUNTING STANDARDS (IND AS) :-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian Accounting Standards ("Ind AS") from April 01, 2017 (transition date to Ind AS is April 01, 2016) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards ("Ind AS") as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013.

The Annual Accounts for the year ended 31st March, 2026 have also been prepared in accordance with Indian Accounting Standard (Ind AS).

13. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT- 9 is available on website of the Company i.e. www.mitshi.in.

14. 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:

In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

a) 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date.

b) The Directors 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;

c) The Directors have prepared the annual accounts on a going concern basis;

d) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY / INTERNAL FINANCIAL CONTROLS:

The directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditor is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

17. DIRECTORS AND KEY MANAGERIAL PERSON

During the Year under review, the following changes have taken place in the Directors & KMPs of the Company. In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 (including any Statutory modification(s) or re- enactment thereof for the time being in force) and Regulation 17 of SEBI (LODR) Regulation 2015, the composition of Board of Director and Key Managerial Personnel are as follows:

S. No.	Director/ Managerial Name Key Person	DIN/ PAN	Designation	Date of Appointment	Date of Cessation
1.	Mr. Kumar Vasantlal Shah	01451912	Managing Director	21-09-1990	-
2.*	Mr. Vicky Mahendra Anjaria	11705357	Non-Executive Non-Independent Director	15-07-2026	-
3.*	Mr. Gurdeep Singh	11743371	Non-Executive Independent Director	15-07-2026	-
4.*	Mrs. Rekha Rani Naraniwal	08467886	Non-Executive Independent Director	22-07-2026	-
5.	Mr. Hanumant Anaji Salunkhe	03626114	Non- Executive Independent Director	31-03-2004	10-03-2026
6.	Mrs. Drashti Tarun Savla	07117018	Non- Executive Independent Director	30-09-2015	10-03-2026
7.	Mrs. Bijal Yogesh Durgavale	07403891	Non- Executive Independent Director	10-03-2026	22-07-2026
8.	Mrs. Sheetal Bhavin Nagda	07179841	Non- Executive Independent Director	05-03-2026	22-07-2026
9.	Mr. Umesh Jayantilal Mistry	--	Company Secretary & Compliance Officer	01-01-2023	--
10.	Mrs. Gayatri Umesh Mistry	--	CFO	03-04-2024	--

* Mr. Vicky Mahendra Anjaria is appointed as a Non- Executive Non- Independent Director w.e.f. 15th July, 2026.

*Mr. Gurdeep Singh is appointed as a Non- Executive Independent Director w.e.f. 15th July, 2026.

* Mrs. Rekha Rani Naraniwal is appointed as a Non- Executive Independent Director w.e.f. 22nd July, 2026.

18. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re- enactment(s) for the time being in force).

19. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2025- 26:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance No. of Directors attended	% Attendance
1	30-05-2025	3	3	100
2	12-08-2025	3	3	100
3	30-08-2025	3	3	100
4	13-11-2025	3	3	100
5	13-02-2026	3	3	100
6	05-03-2026	3	3	100
7	10-03-2026	3	3	100

20. COMMITTEE MEETINGS:

a. Audit Committee

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members as on March 31, 2026:

i. Kumar Vasantilal Shah- Chairperson

ii. Bijal Yogesh Durgavale- Member

iii. Sheetal Bhavin Nagda- Member

During the year under review, the Audit Committee met Five (5) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance No. of Directors attended	% of Attendance
1	30-05-2025	3	3	100
2	12-08-2025	3	3	100
3	30-08-2025	3	3	100
4	13-11-2025	3	3	100
5	13-02-2026	3	3	100

b. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members as on March 31, 2026:

i. Sheetal Bhavin Nagda - Chairperson
ii. Bijal Yogesh Durgavale- Member

3. Kumar Vasantilal Shah - Member

During the year under review, the Nomination and Remuneration Committee met Two (2) times.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance No. of Directors attended	% of Attendance
1	05-03-2026	3	3	100
2	10-03-2026	3	3	100

c. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Stakeholders Relationship Committee consists of the following members as on March 31, 2026:

i. Kumar Vasantilal Shah- Chairperson

ii. Bijal Yogesh Durgavale- Member

iii. Sheetal Bhavin Nagda- Member

During the year under review, the Stakeholders Relationship Committee met 1 (One) times.

Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance No. of Directors attended	% of Attendance
1	30-08-2025	3	3	100

2. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2025- 26.

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 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. 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 ("NRC") 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. 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.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a director and meeting may be arranged for the Independent Directors with aforesaid officials to better understand the business and operation of the Company.

As a part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where the officials of the various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

24. AUDITOR:

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit report on the financial statement of the Company for the FY 2025- 26 forms part of the Annual Report. M/S S D P M & CO. Chartered Accountants, Statutory Auditors of the Company had issued an Audit Report with Statement on Impact of Audit Qualification (Audit Report with modified opinion) on the Audited Financial Results of the Company for the quarter and year ended March 31, 2026.

The Statutory Auditors have qualified their opinion, inter alia, in respect of

(i) The substantial volume of cash transactions involved in the Companys business operations relating to trading of agricultural products, wherein reliance has been placed on GST returns filed by the Company for turnover, and

(ii) The outstanding balances of trade receivables, trade payables and unsecured loans and related transactions, which are subject to confirmation and supporting documents from the parties concerned.

Managements Response to Audit Qualifications

The Statutory Auditors have qualified their opinion, inter alia, in respect of certain matters relating to the nature of cash transactions and confirmation of certain outstanding balances. The Managements response to the qualifications is as follows:

(i) Cash Transactions:

The Company is engaged in the trading of agricultural products, wherein, considering the nature and prevailing practices of the business, certain transactions are undertaken through cash. The Management confirms that the turnover of the Company is duly accounted for and reported in the GST returns filed by the Company. The Company is also taking appropriate measures to strengthen its internal controls and documentation processes relating to cash transactions and to ensure greater transparency and proper reconciliation of such transactions.

Trade Receivables, Trade Payables and Unsecured Loans:

The outstanding balances of trade receivables, trade payables and unsecured loans represent transactions undertaken in the ordinary course of the Companys business. The Management is taking necessary steps to obtain confirmations and supporting documents from the respective parties and to reconcile the outstanding balances. The Company is also strengthening its processes for periodic reconciliation and confirmation of such balances to ensure proper maintenance and substantiation of the books of account.

The Management is committed to addressing the above matters and strengthening the Companys accounting, documentation and internal control processes to ensure improved compliance and financial reporting in the ensuing periods.

The details of the audit qualifications and the impact thereof on the financial statements of the Company, as reported by the Statutory Auditors, are set out in Annexure 1 forming part of this Report.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board or Central Government under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.

25. SECRETARIAL AUDITORS REPORT:

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M K Samdani & Co, Practising Company Secretaries, as the Secretarial auditor of the Company to conduct Secretarial Audit for a term of five (5) consecutive years, commencing from FY 2025- 26 to FY 2029- 30.

The Secretarial Audit Report submitted by CS Megha Samdani, Proprietor of M/s M K Samdani & Co, Practising Company Secretaries in prescribed format in MR- 3 to the shareholders of the Company is annexed to this Report as "Annexure- A".

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

Secretarial Auditor Observations	Management Comments
The Company had two Independent Directors who had been associated with the Company in the capacity of Independent Directors for a period of more than 10 years (more than two terms) without the requisite cooling-off period of three years, as	The Management acknowledges the observation. The Independent Directors referred to in the observation resigned from the office of Independent Director of the Company with effect from 10 March 2026.

 

prescribed under the Companies Act, 2013. Both such Independent Directors resigned from the office of Independent Director on 10 March 2026.	The Company has taken note of the provisions relating to the tenure and cooling- off period applicable to Independent Directors under the Companies Act, 2013 and shall ensure compliance with the applicable provisions in respect of future appointments and re- appointments of Independent Directors.
During the financial year, the Company appointed Mrs. Sheetal Bhavin Nagda as an Independent Director with effect from 05 March 2026 and Mrs. Bijal Yogesh Durgavale as an Independent Director with effect from 10 March 2026 as per the applicable provisions.	The Company has taken note of the provisions relating to the tenure and cooling- off period applicable to Independent Directors under the Companies Act, 2013 and shall ensure compliance with the applicable provisions in respect of future appointments and re- appointments of Independent Directors.

Further, M/s M K Samdani & Co., Practising Company Secretaries, resigned as the Secretarial Auditor of the Company with effect from September 04, 2026. Consequent upon the resignation, the Board of Directors of the Company, at its meeting held on September 04, 2026, appointed M/s Vishakha Agrawal and Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The appointment of M/s Vishakha Agrawal and Associates shall be effective from September 04, 2026 and shall continue until the conclusion of the ensuing Annual General Meeting of the Company.

26. BUSINESS RISK MANAGEMENT:

The Management has implemented business risk management policy. At present the company has not identified any element of risk which may threaten the existence of the company. The Company has Risk Management Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any.

27. NATURE OF BUSINESS:

There is no change in the nature of business of the company during the year.

28. CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

No specific investment has been made in reduction in energy consumption equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

No steps have been taken for by the company for utilizing alternate sources of energy.

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure- I" and forms part to this report.

29. TECHNOLOGY ABSORPTION:

Companys operations are conducted by using in- house know how and no outside technology is being used for operating activities. Therefore, there is no outside technology absorption in the company. The Company has not incurred expenditure on research and development activities during the year.

30. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

31. PARTICULARS OF EMPLOYEES:

Section 197 of companies act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to company as no employee of company is in receipt of remuneration exceeding the limit as mentioned in relevant provision.

32. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement.

33. DISCLOSURE REQUIREMENTS:

As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors certificate there on and management discussion and analysis are attached, which form part of this report. Details of the familiarization program of the independent directors are available on the website of the Company www.mitshi.in The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The whistle blowing Policy is available on the companys website at www.mitshi.in.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, AND REDRESSAL) ACT, 2013

Our Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints redressal mechanism as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was no complaint received from any employee during the financial year 2025- 26, hence no complaints are outstanding as on 31.03.2026.

35. 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.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

36. RELATED PARTY TRANSACTIONS:

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 arms length transactions under third provision are disclosed in the Notes to the financial statements Annexure II.

37. FIXED DEPOSITS/DEPOSITS:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Our Company has not accepted deposit from the public falling with in the ambit of Section 73 of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.

38. DISCLOSURE UNDER SECTION 164 (2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2025- 26, there were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

40. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION:

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

It provides the diversity on the Board of the Company and It provides the mechanism for performance evaluation of the Directors It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non- Executive Directors. It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole- time Directors, KMPs and rest of the employees. It lays down the parameters for remuneration payable to Director for services rendered in other capacity. It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company. During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made to applicable laws.

41. PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e- mail addresses to their Depository Participant.

42. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to Directors has formulated and adopted the "Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.

43. 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.

44. ACKNOWLEDGEMENTS:

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the Company for the valuable assistance, support and co- operation extended to the Company and continuous support and faith reposed in the Company.

	By the order of the Board of Directors
	Mitshi India Limited
	Sd/-	Sd/-
Place: Mumbai	Kumar Vasantlal Shah	Vicky Mahendra Anjaria
Date: 04th September, 2026	Managing Director	Director
	(DIN: 01451912)	(DIN:11705357)