MKP Mobility Ltd Directors Report

To,

The Members,

MKP MOBILITY LIMITED

Your directors are pleased to present their 34^th Annual Report on the state of affairs of the Company together with the Audited Statement (Standalone) of Accounts and the Auditors Report of MKP Mobility Limited ["the Company] for the year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Company Financial Performance (Standalone) for the financial year ended on March 31, 2025 under review is given hereunder:

PARTICULARS	Standalone Financial Statements
	2024-2025	2023-2024
Net Sales /Income from Business Operations	3,184.22	2,259.19
Other Income	146.38	82.85
Total Income	3,330.60	2,342.03
Less: Total Expenses	3,177.16	2,265.51
Profit/(Loss) before Exceptional Item and tax	153.44	76.52
Less: Exceptional Item	-	-
Profit/(Loss) before tax	153.44	76.52
Less: Current Income Tax	23.66
Less: Deferred Tax	35.61	( 37.05)
Net Profit/(Loss) after Tax	94.16	113.57
Other comprehensive income	(0.28)	-
Total comprehensive income for the period	93.88	113.57
Earning per share (Basic)	2.76	3.33
Earning per Share (Diluted)	2.76	3.33

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 3,330.60 lakhs against no income for the corresponding previous years the Company was going through takeover and restructuring was on the way.

Total Comprehensive income for the period was Rs. 93.88 lakhs as against the income of Rs. 113.57 lakhs in the corresponding previous year

The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend any dividend on equity shares for the Financial Year ended on March 31, 2025. Also, dividend distribution policy is not applicable on the company.

4. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS:

There has been no change in the nature of the core business activities of the Company during the financial year under review.

However, the Board proposes to alter the Object Clause of the Memorandum of Association by deletion of Sub-Clause 1 of Clause 3^rd (a) of the Memorandum of Association and consequent upon deletion of Sub-Clause 1, Sub-Clause 2, 3 & 4 be re-numbered serially without any further change/amendment in any clause or object etc. of the Company.

These changes are aimed at positioning the Company for long-term growth and diversification without impacting its existing operations.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

8. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of business. With new management company is going into major transformation in current and coming financial years and will explore new markets and business opportunities as per the Main objects of the Company.

9. SHARE CAPITAL

During the financial year under review, there was no change in the authorized, issued, subscribed, and paid-up share capital of the Company. The share capital structure of the Company remained unchanged.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors as on 31.03.2025:

S. No. Name of Director	DIN	Designation
1 Mahendra Anantram Patodia	09812226	Non-Executive - Non-Independent Director
2 Mr. Jitesh Mahendra Patodia	09700718	Managing Director
3 Mr. Anshay Jitesh Patodia	09700717	Whole-time Director
4 Mr. Aanjan Jitesh Patodia	09813961	Non-Executive Non Independent Director
5 Mr. Sanjay Brijkishore Chaturvedi	03339354	Independent Director
6 Mr. Nevil Agarwal	01638275	Independent Director
7 Ms. Trupti Bharat Agarwal*	00259612	Independent Director

*Ceased to be an independent director wef 01.06.2025

Mrs. Rajita Gupta (DIN: 02234578) was appointed as an Additional Director (Non-Executive Independent) w.e.f August 08, 2025. It is proposed to appoint her as an Independent Director subject to approval of members at the ensuing Annual General Meeting.

a) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

S. No. Name of KMP	Designation
1 Mr. Jitesh Mahendra Patodia	Managing Director
2 Ms. Aditi Anant Waikar	Chief Financial Officer
3 Mr. Saheb Mahesh Dumbwani	Company Secretary and Compliance officer

b) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Apt 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Companys Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test. c) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ 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 Committees. The Directors expressed satisfaction with the evaluation process.

11. DETAILS OF COMMITTEES OF THE BOARD

At present, the Board has the following Three (3) Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The Composition of the Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 and SEBI Regulations.

12. MEETINGS OF THE BOARD

During the year, 6 (Six) Board Meetings were convened and held, the details of which are given below. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the financial year 2024-2025:

S. No.	Meeting	Date
1.	Board Meeting	17/04/2024
2.	Board Meeting	24/05/2024
3.	Board Meeting	19/07/2024
4.	Board Meeting	14/08/2024
5.	Board Meeting	13/11/2024
6.	Board Meeting	13/02/2025

13. MEETINGS OF THE INDEPENDENT DIRECTORS:

During the Financial Year 2024-2025, Two Meetings of Independent Directors were held on 24/05/2024 & 06/02/2025 without the attendance of Non-Independent Directors and members of the Management to discuss and review & the performance of Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

14. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following: a) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of

Directors with respect of auditing and accounting matters. It also supervises the Companys financial reporting process. During the Financial Year 2024-2025, 4(Four) Meetings were held on.

S.No. Meeting	Date
1. Audit Committee	24/05/2024
2. Audit Committee	14/08/2024
3. Audit Committee	13/11/2024
4. Audit Committee	13/02/2025

Time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. The composition of the Committee was as under:

S.No. Name	Category	Designation
1 Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2 Ms. Nevil Agarwal	Independent Director	Member
3 Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

a. Nomination and Remuneration Committee:

The Committees constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

During the Financial Year 2024-2025, Two Meetings were held on 17/04/2024 & 08/08/2024 The composition of the Committee constituted as under:

S.No. Name	Category	Designation
1 Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2 Ms. Nevil Agarwal	Independent Director	Member
3 Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

Reconstitution of Nomination and Remuneration Committee from 08/08/2025

S.No. Name	Category	Designation
1. Mrs. Rajita Rupesh Gupta	Independent Director	Chairperson
2. Ms. Nevil Agarwal	Independent Director	Member
3. Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

b. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The Committee reviews Shareholders/ Investor s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This

Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the Financial Year 2024-2025, Two Meetings were held on 17/04/2024 & 08/08/2024

The composition of the Committee constituted as under:

S.No. Name	Category	Designation
1 Ms. Trupti Bharat Agarwal	Independent Director	Chairperson
2 Ms. Nevil Agarwal	Independent Director	Member
3 Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

Reconstitution of Stakeholders Relationship Committee from 08/08/2025.

S.No. Name	Category	Designation
1. Mrs. Rajita Rupesh Gupta	Independent Director	Chairperson
2. Ms. Nevil Agarwal	Independent Director	Member
3. Mr. Sanjay Brijkishore Chaturvedi	Independent Director	Member

3. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/ Whistle Blower Policy (‘Vigil Mechanism) in place. The

Vigil Mechanism is a system for providing a tool to the Directors and Employees of the Company to report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct.

The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee. Details of the Vigil Mechanism are available on the Companys website www.mkpmobility.com

4. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013, which lays down a comprehensive framework to identify and evaluate business risks and opportunities.

The Audit Committee has been entrusted with the responsibility to oversee the risk management process, including identification, assessment, analysis, and mitigation of risks, with support from the Internal Auditor.

The Company has established procedures to regularly inform the Board of Directors about risk assessment and management practices. The senior management periodically reviews the risk management framework to ensure it remains current and effective in addressing emerging challenges.

The management is of the view that none of the identified risks pose a threat to the existence of the Company, as adequate mitigation mechanisms are in place to ensure minimal or no impact in the event of any risk materializing.

5. CREDIT RATING

During the year under review, no credit ratings were in place for the Companys debt instruments, loan facilities, or fixed deposit programs. The Company currently does not have any credit rating assigned by credit rating agencies, as there were no such instruments or borrowings during the period that required a credit rating. The Company continues to maintain a prudent financial profile and will seek appropriate credit ratings as and when deemed necessary in alignment with its financing requirements and regulatory obligations.

6. ANNUAL RETURN:

Pursuant to the amended provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2024-25, in Form MGT-7, is available on the Companys website and can be accessed at www. www.mkpmobility.com.

7. REMUNERATION POLICY

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

8. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crores per year during the financial year 2024-25. Details regarding rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached herewith this report.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 of the profit and loss of the company 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 have 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.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Company acquired 49% equity stake in its company, namely MKP-Kataria Recycling Private Limited, which is engaged in the business of Treatment and recycling of all kinds of ferrous, non-ferrous metal scrap and ELV [End of life Vehicles] to produce, sale, distribute all kinds of shredded ferrous and non-ferrous metal scrap and other products for industrial and other use. Although the Company does not hold a majority stake, the subsidiary operates as an important part of the Group and contributes to the Companys strategic business goals.

The Company has complied with the provisions of Section 129(3) of the Companies Act, 2013, and relevant rules. Accordingly, the consolidated financial statements, including the performance of the subsidiary, form part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiary in the prescribed format Form AOC-1 is annexed to this Report.

11. STATUTORY AUDITORS:

M/s. Shah Khandelwal Jain & Associates, Chartered Accountants (FRN 142740W), were appointed as the statutory auditors of the Company, for a term of five consecutive years, i.e., from the conclusion of the 31^st Annual General Meeting of the Company till the conclusion of the 36^th Annual General Meeting to be held in the year 2027 with the approval of shareholders. As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

12. AUDITORS REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

13. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and the Rules made thereunder, A S Desai & Associates, Company Secretaries in Practice, Pune (FRN: S2017MH515700), are being proposed for appointment as the Secretarial Auditor of the Company for a period of five consecutive financial years, from 2025 26 to 2029 30, at the ensuing Annual General Meeting, on such remuneration as may be determined by the Board of Directors of the Company. The Secretarial Audit Report for the financial year 2024 25 forms part of this Annual Report as Annexure II.

REPLIES TO THE REMARKS OF SECRETARIAL AUDITOR:

The Company was not able to file e form DIR-12 for various changes in directors & KMPs occurred during the year due to the technical issues faced by the Company. One E form DIR-12 was pending for approval since last 2.5 years with the authorities. After constant follow-up and communications with the authorities, the said for was cleared by the MCA officials. Thereafter, we were able to file all pending DIR-12 forms in sequential manner. The appointment for continuation of Mr. Mahendra Patodia as a Director is placed for the approval of members in the notice calling AGM.

14. INTERNAL FINANCIAL CONTROLS AND ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statement. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors.

Significant internal audit findings are discussed and follow-ups are taken thereon.

Further, M/s. Aniket Solanki and Company, Chartered Accountants (FRN: 132445W) was appointed as an Internal Auditor of the Company for the Financial Year 2025-26.

15. SHARES

Buy Back of Securities:

The Company has not bought back securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares were not issued during the year under review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

16. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees 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 and the Listing Regulations.

17. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of furnishing report on corporate governance is not applicable to the Company as its paid up capital and net-worth is below the threshold limit prescribed for the purpose.

18. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER

SECTION 186:

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the Financial Statements of the Company read with Notes to Accounts which may be read in conjunction with this Report.

20. RELATED PARTY TRANSACTIONS:

All Related Party transactions that were entered into during the financial year under reference were on the arms length basis and were in ordinary course of business and 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 between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the

Companies (Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 21 of Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Companys website www.mkpmobility.com

21. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companys endeavours would be to achieve what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

22. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

23. CORPORATE SOCIAL RESPONSIBILITIES (CSR):

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN

AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The

Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

25. SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

27. REGISTERED OFFICE OF THE COMPANY:

The Company had filed an application for shifting of registered office of the Company from the state of Karnataka to the State of Maharashtra, under the jurisdiction of Registrar of Companies, Pune. The Company received an order from the Regional Director, Hyderabad confirming the shifting of registered office of the Company on January 16, 2025. Further as pre procedural part, an application for change of registered office was filed with the authorities, and the Company received a final approval with the new certificate of incorporation for registration of new address of the Company on May, 23, 2025.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS:

There are no other significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e., March 31, 2025 and the date of this Directors Report i.e., August 16, 2025 except as mentioned in this Report.

30. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR:

No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

31. WEBSITE:

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015, the Company has maintained a functional website namely "www.mkpmobility.com" containing basic information about the Company like: Details of business, financial information, shareholding pattern, compliance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company. The contents of the said website are updated on regular basis.

32. ACKNOWLEDGEMENT:

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.