Mizzen Ventures Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Annual Report of the Company for the financial year 2025-2026 together with the Audited Financial Statements showing the financial position of the Company for the financial year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2026, is summarized below:

Amount in Rs. Lakhs

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	175.15	88.00	325.58	120.39
Profit before tax from continuing operations	110.25	40.16	152.77	44.09
Tax Expenses (Including Deferred Tax)	40.14	0	52.23	1.30
Profit after Tax	70.10	40.16	100.54	42.79
Total Comprehensive Income for the year	70.10	40.16	100.54	42.79

2. TRANSFER TO RESERVES

No amount has been transferred to the reserves during the year under review.

3. THE STATE OF THE COMPANYS AFFAIRS

The Company is engaged in processing support services to Shipping domain There was no change in the nature of business of the Company during the financial year ended March 31, 2026.

During the year under review, the Company has demonstrated strong financial performance and growth across both standalone and consolidated operations.

On a standalone basis, revenue from operations increased significantly to Rs. 175.15 Lakhs as compared to Rs. 88.00 Lakhs in the previous financial year, registering a robust growth. Profit before tax stood at Rs. 110.25 Lakhs as against Rs. 40.16 Lakhs in the previous year. Profit after tax increased to Rs. 70.10 Lakhs from Rs. 40.16 Lakhs in the previous year. On a consolidated basis, revenue from operations rose to Rs. 325.58 Lakhs from Rs. 120.39 Lakhs in the previous year. Profit before tax increased to Rs. 152.77 Lakhs as compared to Rs. 44.09 Lakhs in the previous year. Profit after tax stood at Rs. 100.54 Lakhs as against Rs. 42.79 Lakhs in the previous financial year.

The overall improvement in performance is attributable to higher operational efficiency, increase in business activities, and better cost management during the year.

The Directors are optimistic about the future growth prospects of the Company and expect improved performance in the coming years, supported by strategic initiatives and expansion of business operations.

4. SHARE CAPITAL

During the financial year under review, the Board of Directors at its meeting held on March 30, 2026, considered and approved the preferential allotment of 8,10,000 (Eight Lakhs Ten Thousand) Equity Shares upon conversion of an equivalent number of convertible warrants, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI regulations.

The said Equity Shares were allotted at an issue price of Rs. 39/- per Equity Share (comprising face value of Rs. 10/- and premium of Rs. 29/- per Equity Share), aggregating to Rs. 315.90 Lakhs, upon exercise of the option of conversion attached to the warrants issued on a preferential basis to non-promoter category investors pursuant to the special resolution passed by the Members at the Extraordinary General Meeting held on 11th September, 2024. The proceeds have been utilised for the objects stated in the offer, namely investing in and granting loans to companies and bodies corporate for future expansion plans and activities, financing future growth opportunities and meeting the working capital requirements of the Company, its subsidiaries and associates, and there has been no deviation or variation in the use of the proceeds. The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company. No warrant or other convertible instrument remained outstanding as on 31st March, 2026.

As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 22,10,00,000/- (Rupees Twenty-Two Crore Ten Lakhs only), divided into 2,21,00,000 (Two Crore Twenty-One Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each. The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026 stood at Rs. 21,99,50,000/- (Rupees Twenty-One Crore Ninety-Nine Lakhs Fifty Thousand only), divided into 2,19,95,000 (Two Crore Nineteen Lakhs Ninety-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each.

5. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March, 2026.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, Company did not undergo any change in the nature of its business.

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

Pursuant to Section 124 of the Act, the dividends that are unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). Shares on which the dividend remains unclaimed for seven consecutive years shall also be transferred to IEPF. During the financial year under review, there were no amounts required to be transferred to the Unpaid Dividend Account pursuant to Section 124 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directors Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Board of Directors of the Company.

10. INTERNAL CONTROL SYSTEM

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

It is your companys belief that its primary goal is to fulfil responsibility towards all its constituents i.e., shareholders, customers, government, regulatory bodies, etc. The company maintains fair and ethical practices in its dealings as part of its social responsibility. Further, the provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company.

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

The particulars of investments made and loans has been disclosed in the financial statements. Also the Company has not given any guarantee during the year under review.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at https://mizzenventures.in//investor-relations#trusted-sec

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. The disclosure required under Rule 8(5)(x)(A) of the Companies (Accounts) Rules, 2014 in respect of the financial year under review is as under: (a) number of complaints of sexual harassment received during the year - Nil; (b) number of complaints disposed of during the year - Nil; and (c) number of cases pending for more than ninety days - Nil.

15. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2025- 2026 at https://mizzenventures.in//investor-relations#trusted-sec

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year under review, Eight (8) meetings of the Board of Directors of the Company were duly convened and held in compliance with the provisions of the Companies Act, 2013 and applicable Secretarial Standards.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, it is hereby confirmed that:

• in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there has been no material departure;

• the Directors have selected such accounting policies and applied them consistently and made judgements 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 on March 31, 2026 and of the profit of the Company for the year ended on that date;

• the Directors had 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;

• the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the remuneration policy of the Company.

The policy is available on the companys website: https:/ / mizzenventures.in//investor-relations#trusted-sec

20. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, the Members of the Company, by resolutions passed through postal ballot on 20th June, 2025, approved the appointment of Mr. Sandeep Dsilva (DIN: 09040813) as Managing Director, Ms. Kripa Anand Rajput (DIN: 11025448) and Mr. Om Kantimohan Mishra (DIN: 11024748) as Whole-time Directors, and of Mr. Anilkumar Mohanraj Marlecha (DIN: 08193193), Ms. Reshma Dagdu Wadkar (DIN: 09394615) and Ms. Kumudini Jitendra Tiwari (DIN: 11024743) as Non-Executive Independent Directors of the Company. Consequent upon the change in management and control of the Company during the year, the erstwhile Directors and Key Managerial Personnel of the Company ceased to hold office and the Board of Directors and the Key Managerial Personnel were reconstituted as aforesaid.

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

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

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner.

24. STATUTORY AUDITORS

M/s. Bhuwania & Agrawal Associates, Chartered Accountants, are the statutory auditors of the company. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their Report on the financial statements for the period.

25. SECRETARIAL AUDITORS

CS Nuren Lodaya, Proprietor of M/s. CS Nuren Lodaya & Associates, Practising Company Secretaries, the Secretarial Auditor of the Company, has issued the Secretarial Audit Report in Form MR-3 for the financial year under review. The said Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made therein, and the Boards response thereto, are set out in the succeeding paragraph of this Report. Further, the Secretarial Audit Report issued by Secretarial Auditor annexed herewith and forms part of this report as Annexure D.

26. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors has appointed an Internal Auditor of the Company. The internal audit reports for the financial year under review were placed before and reviewed by the Audit Committee, and do not contain any qualification, reservation, adverse remark or disclaimer.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

The Statutory Auditors Report for the financial year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers requiring comments by the Board. However, the Secretarial Auditor has made certain observations, which are explained as follows:

Secretarial Auditor observations	Board / Management Reply
1. The Annual Report of the Company for the financial year ended 31st March, 2025 was submitted to the Stock Exchange with a delay of 26 days beyond the timeline prescribed under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. BSE Limited has, under the Standard Operating Procedure, levied a fine of Rs. 52,000/- (exclusive of GST), aggregating to Rs. 61,360/- inclusive of GST, which has been paid by the Company.	The Management confirms that the delay in submission of Annual Report was inadvertent and not deliberate. The Company has paid the fine of INR 61,360/- (inclusive of GST) imposed by BSE Limited. The Management has since put in place a robust compliance mechanism to ensure timely adherence to all regulatory requirements
2. The Dividend Distribution Policy of the Company has not been disclosed in the Annual Report for the financial year ended 31st March, 2025, nor hosted on the website of the Company, in the manner contemplated by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No monetary penalty has been levied in this regard and the Management has represented that the disclosure shall be made in the ensuing Annual Report and on the website of the Company.	The Management confirms that the non- disclosure of Dividend Distribution Policy was inadvertent. The Company shall ensure disclosure of the Dividend Distribution Policy in future Annual Reports and on its website in compliance with Regulation 43A of SEBI (LODR) Regulations, 2015.
3. The Unaudited Financial Results of the Company for the quarter ended 30th June, 2025 were approved and submitted to the Stock Exchange on 5th September, 2025, as against the due date of 14th August, 2025 prescribed under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management has represented that the delay was inadvertent and that a compliance monitoring mechanism has since been put in place.	The Management confirms that the delay in approval and submission of the Unaudited Financial Results for the quarter ended 30th June, 2025 was inadvertent and not deliberate. A compliance monitoring mechanism has since been put in place to ensure timely approval and submission of the financial results within the timelines prescribed under Regulation 33 of the SEBI (LODR) Regulations, 2015.
4. The Structured Digital Database has been created by the Company in software; however, the same has not been maintained and updated during the year under review in the manner required by Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Management has represented that necessary steps have since been taken to ensure regular maintenance and timely updation of the said database.	The Management confirms that the SDD Software has been created but acknowledges that it was not maintained and updated as required during FY 2025- 26. The Company has since taken necessary steps to ensure regular maintenance and updation of the SDD in compliance with Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. a. Industry Structure and Developments:

The global shipping and maritime industry is undergoing a significant digital transformation driven by automation, data analytics, and software-enabled decision-making. Increasing complexity in global trade, regulatory compliance, fuel optimization, and voyage efficiency has accelerated the adoption of digital platforms.

The Company operates in the maritime technology (MarTech) and Software-as-a-Service (SaaS) segment, which is witnessing strong growth due to rising demand for integrated voyage management, real-time analytics, and cost optimization tools. The Company is well positioned to leverage this industry shift by offering next-generation digital solutions across the voyage lifecycle.

b. Opportunities and Threats:

The Company believes that its domain expertise in shipping operations combined with advanced technology capabilities provides a strong competitive advantage in addressing evolving industry challenges.

Key opportunities include increasing digital adoption across ship owners, charterers, and maritime service providers, as well as growing demand for automation, efficiency enhancement, and cost reduction in voyage operations.

However, the Company also recognizes potential threats such as rapid technological changes, emergence of new competitors in maritime SaaS space, cybersecurity risks, and dependence on continuous innovation to meet evolving customer expectations.

c. Segment-wise or Product-wise Performance:

The Company operates in a single business segment, namely processing support services to the shipping domain. Accordingly, separate segment-wise or product-wise reporting is not applicable for the year under review.

d. Outlook, Risks and Concerns:

The outlook for technology-led and SaaS businesses remains positive, supported by increasing digitalisation, automation and adoption of data-driven solutions across industries. Within the maritime sector, these trends are particularly relevant as ship owners, charterers, agents and other stakeholders increasingly seek intelligent and integrated platforms to improve commercial and operational decision-making. The Company intends to continue building technology solutions that enable users to make faster, more informed and cost-effective decisions, while also evaluating opportunities to apply its technology capabilities, platforms and intellectual property across adjacent sectors and other commercially viable domains.

At the same time, the technology landscape is evolving rapidly. The Companys traditional rule-based software platforms, which require manual intervention at various stages of the workflow, are increasingly being supplemented or transformed by advancements in Artificial Intelligence, automation and data analytics. These developments present both opportunities and challenges for the Company and may require modification, enhancement or redevelopment of certain existing technology platforms to ensure that the Company remains competitive, scalable and aligned with evolving customer and market requirements.

The Company intends to progressively evaluate and integrate appropriate AI-led capabilities into its products, technology architecture and workflows with a view to improving operational efficiency, strengthening its product offerings, enhancing customer experience, creating scalable technology solutions and capturing future revenue opportunities across existing as well as new business segments. Implementation of such initiatives may require additional investment in technology, product development, infrastructure, cybersecurity, data capabilities and skilled human resources. Accordingly, the Company will evaluate suitable avenues for raising capital, subject to applicable regulatory approvals, market conditions and business requirements.

The Companys future growth and success will depend, inter alia, on its ability to continuously innovate, successfully execute its technology transformation initiatives, attract and retain skilled professionals, expand its customer base, enter new markets and business segments where appropriate, and respond effectively to changing customer, technological and regulatory requirements. Key risks and concerns include dependence on technology and cloud infrastructure, cybersecurity and data-security vulnerabilities, rapid technological change and obsolescence, evolving regulatory and data-protection requirements, availability of skilled personnel, execution risks associated with product development and AI adoption, availability of adequate growth capital, and competition from established as well as emerging technology platforms. The Company will continue to monitor these risks and take appropriate measures to mitigate their potential impact while pursuing opportunities for sustainable long-term growth and value creation.

e. Internal Control Systems and Their Adequacy:

The Company has established robust internal control systems designed to ensure the safeguarding of data assets, accuracy of financial and operational records, and efficiency of business processes. Given the technology-driven nature of the business, emphasis is placed on cybersecurity controls, access management, and system integrity. Regular internal reviews and system audits are conducted to assess the adequacy and effectiveness of controls. Findings are reported to senior management, and corrective actions are implemented promptly to strengthen governance, operational efficiency, and data security.

f. Discussion on Financial Performance with Respect to Operational Performance:

On a standalone basis, revenue from operations for the year under review stood at Rs. 175.15 Lakhs as against Rs. 88.00 Lakhs in the previous year, and profit after tax stood at Rs. 70.10 Lakhs as against Rs. 40.16 Lakhs in the previous year. On a consolidated basis, revenue from operations stood at Rs. 325.58 Lakhs as against Rs. 120.39 Lakhs, and profit after tax at Rs. 100.54 Lakhs as against Rs. 42.79 Lakhs, in the previous year. The improvement in performance is attributable to higher operational efficiency, an increase in business activities and better cost management during the year.

g. Material Developments in Human Resources / Industrial Relations Front, Including Number of People Employed:

The Company is actively building a team comprising technology professionals and maritime domain experts. Human resource development is focused on attracting, retaining, and developing skilled personnel to support platform development and future business growth.

h. Details of Changes in Key Financial Ratios, Along with Detailed Explanation Thereof:

Revenue from operations increased by 99.03% and profit after tax by 74.55% over the immediately previous financial year. Consequently, the operating profit margin (profit before tax to revenue from operations) improved from 45.64% to 62.94%, a change of more than 25%, attributable to higher operational efficiency, an increase in business activities and better cost management during the year. The net profit margin stood at 40.02% as against 45.64% in the previous year, the change being on account of the tax expense of Rs. 40.14 Lakhs charged during the year as against Nil in the previous year. The Company does not carry inventory and, accordingly, the inventory turnover ratio is not applicable. The remaining key financial ratios, together with the explanations for the changes therein, are disclosed in the notes forming part of the financial statements.

j. Details of any Change in Return on Net Worth as Compared to the Immediately Previous Financial Year Along with a Detailed Explanation Thereof:

The return on net worth for the year under review improved over the immediately previous financial year, consequent upon the increase in profit after tax from Rs. 40.16 Lakhs to Rs. 70.10 Lakhs, partly offset by the increase in the equity base pursuant to the allotment of 8,10,000 Equity Shares on conversion of warrants during the year. The said ratio, as computed from the audited financial statements, is disclosed in the notes forming part of the financial statements.

2. Disclosure of Accounting Treatment:

The Company has consistently followed the accounting treatments prescribed under the applicable Accounting Standards and has not adopted any alternative treatment during the year.

29. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report and is annexed to the said Report on Corporate Governance.

30. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Sandeep Dsilva Executive Director-Chairperson-MD on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company at https://mizzenventures.in//investor-relations#trusted-sec

31. REPORTING OF FRAUD BY AUDITORS

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

32. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-

Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including Independent Directors, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. Performance evaluation was carried out based on criteria evolved, as provided by the guidance note on board evaluation issued by Securities and Exchange Board of India, seeking inputs from the Directors individually and the Committees through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximizing strengths for further improvement. In a separate meeting of the Independent Directors, performance of the Chairman, non-independent directors and the Board was evaluated taking into account the views of the non-independent directors and the same was discussed in the Board meeting. Performance evaluation of independent directors is done by the entire Board of Directors (excluding the Directors being evaluated). The meeting details of the independent directors are provided in the Corporate Governance Report that forms part of this Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company.

33. 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 have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

35. COMMITTEES OF THE BOARD

There are currently 3 Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

36. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

37. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https:// mizzenventures.in/investor-relations

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

39. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.

40. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic economic conditions affecting demand for the services rendered by the Company, availability and cost of skilled manpower and technology, developments in the shipping and maritime sector, changes in government regulations and tax laws, economic developments within and outside the country and various other incidental factors.

41. CHANGE OF NAME AND SHIFTING OF REGISTERED OFFICE

During the financial year under review, the name of the Company was changed from "Jyothi Infraventures Limited" to "Mizzen Ventures Limited", pursuant to the approval of the Members and the fresh Certificate of Incorporation consequent upon change of name issued by the Registrar of Companies. The Members had also, by a Special Resolution passed at the Annual General Meeting held on 30th September, 2025, approved the alteration of the situation clause of the Memorandum of Association for shifting of the registered office of the Company from the State of Telangana to the State of Maharashtra under Section 13(4) of the Companies Act, 2013 read with Rule 30 of the Companies (Incorporation) Rules, 2014. The application in this regard is pending before the Regional Director, South East Region, Hyderabad, and the confirmation is awaited as on the date of this Report.

(iii) The Board of Directors, at its meeting held on 30th March, 2026, allotted 8,10,000 Equity Shares of Rs. 10/- each at an issue price of Rs. 39/- per Equity Share upon exercise of the option of conversion attached to the warrants issued on a preferential basis pursuant to the special resolution passed by the Members at the Extraordinary General Meeting held on 11th September, 2024, in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the approvals of BSE Limited were obtained in respect of the said Equity Shares.

42. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has subsidiary company(ies), the financial statements of which have been consolidated with those of the Company for the financial year under review. A statement containing the salient features of the financial statements of the subsidiary company(ies), together with a report on their performance and financial position, in the prescribed Form AOC-1, is annexed to this Report as Annexure F, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014. During the year under review, no company has become or ceased to be a subsidiary, joint venture or associate company of the Company. In terms of Section 136 of the Act, the audited financial statements of the subsidiary company(ies) are available on the website of the Company at https://mizzenventures.in/investor-relations and are open for inspection by the Members.

43. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company, and accordingly such accounts and records are not required to be maintained.

44. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In terms of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board confirms that the Company has, during the financial year under review, complied with the provisions of the Maternity Benefit Act, 1961 to the extent applicable to it.

45. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co- operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

For Mizzen Ventures Limited

[Formerly known as Jyothi Infraventures Limited]

Sd/-

Sandeep Dsilva

Managing Director & CFO

DIN: 09040813

Date: 02nd September 2026