Mopshop Distribution Ltd Directors Report

To,

The Members of Mopshop Distribution Limited,

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

1. Financial Performance of the Company

Particulars	Current year	Previous Year
Revenue from Operations	43,45,21,340	38,64,42,580
Other Income	1,23,100	1,06,900
Total Income	43,46,44,440	38,65,49,480
Net Purchases/ Materials Consumed	290,811,640	29,87,04,500
Employee Benefit Expenses	3,72,84,310	3,24,93,770
Depreciation	19,07,780	13,72,800
Other Expenses	4,93,48,750	3,44,60,870
Total Expenses	38,68,33,140	36,70,31,940
Profit/(Loss) Before Tax	4,78,11,300	1,95,17,540
Tax:
Current Tax	1,29,41,430	54,52,497
Deferred Tax	(1,32,720)	(1,35,385)
Profit/(Loss) after Tax	3,50,02,590	1,42,00,428
Earnings per share (Rs.): Basic	500.04	405.73
Diluted	500.04	405.73

2. Highlights of Financial Statements:

During the year under review, the Company earned revenue from operations Rs. 43.45.Crs. as compared to Rs. 38.64 Crs. in the previous year. The profit before tax was Rs. 4.78 Crs. for current year as against Rs. 1.95 Crs. for the previous year showing 145% growth over the previous years profit. Your Company recorded PAT of Rs. 3.50 Crs. for the current year as against Rs. 1.42 Crs. for the previous year.

3. Dividend

With a view to strengthening the financial position of the company & to conserve resources for ongoing business needs; During the year under review, your directors have not recommended any dividend.

4. Reserves:

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire of profits for the financial year ended March 31, 2025 in the profit and loss account.

5. Brief description of the Companys work during the year/State of the Companys affairs

We are one of the leading pan-India B2B distributor of housekeeping chemicals, consumables, machinery, MEP tools, uniforms, and pantry items. Founded with a vision to modernize B2B cleaning and sanitation distribution, we have evolved from a regional operation into a national player through robust supply chains and digital innovation.

Mopshop Distribution Limited operates warehouses in Palghar (Vasai), Ahmedabad, Hyderabad, Bangalore, Gurugram, Chennai, and Mumbai, totaling around 20,000 sq. ft., with planned expansions to 45,000 sq. ft. We employ 115 staff and maintain a fleet of eco- friendly vehicles, ensuring timely delivery and competitive pricing through OEM partnerships with brands like Dabur, Godrej, Pearl Polyfilm Plastobag, Schevaran, Revachem, 3M, Origami etc. Our e-commerce platform, unique in Indias B2B cleaning sector, provides real-time order tracking, one-click repeat ordering, and ERP-driven invoicing. We offer value-added services including training, site surveys, and annual maintenance contracts (AMCs). Our promoters, Bunty Hakim Singh Gaur and Prakash Hakim Singh, leverage over a decade of expertise to drive growth. The planned transition to a public limited company in 2025 will enhance scalability and market credibility.

Your company delivered a resilient performance during the year, which was a particularly challenging one due to a sharp slowdown in the economy. The company could achieve its professional receipts targets. Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

During the period of closure of financial year and this report, the Company was converted from a Private Limited to a Public Limited Company in accordance with the provisions of Section 14 of the Companies Act, 2013. Consequently, the name of the Company was changed from Mopshop Distribution Private Limited to Mopshop Distribution Limited with effect from 31.07.2025. The Company has complied with all applicable legal and procedural requirements in this regard.

6. Change in the nature of business, if any

The management of the Company continued with the core business activities of the Company. There is no change in the nature of the business of the Company.

7. 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

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which the financial statements relate and

the date of this report.

8. Details of significant material orders passed by the regulators, courts, or tribunals impacting the going concern status and the companys operations in the future

There are no significant orders and materials orders passed by the Regulators / Courts that would impact the going concern status and its future operations.

9. Details of Subsidiary/Joint Ventures/Associate Companies

During the period under review, the Company does not have any Subsidiaries.

10. Deposits

During the year, the Company has neither accepted nor renewed any Public Deposit within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

11. Statutory Auditors

M/s Jain Tripathi & Co, Chartered Accountants, Statutory Auditors of the Company, were appointed as Statutory Auditors in the Annual General Meeting held on 28^th September 2024 till the conclusion of AGM held in the year 2025.

The Company has received an eligibility certificate from the Auditors of the Company with respect to their continued appointment, in accordance with the provisions of Section 141 of the Act and has proposed the appointment of M/s Jain Tripathi & Co, Chartered Accountants for a period of 4 years from the conclusion of the forthcoming AGM till the conclusion of AGM to be held in the year 2029.

12. Auditors Report

The Audit Report provided by the Auditors of the Company for F.Y. 2024-25 does not carry any qualification, reservation, or adverse remark, nor does it have any reservation.

The Company is not required to obtain the Secretarial Audit Report.

13. Share Capital

During the year under review, the Company has increased its Authorized share capital from Rs. 35,00,000 (35,000 Equity Shares of Rs. 100 each) to Rs. 70,00,000 (70,000 Equity Shares of Rs. 100 each).

During the period of closure of financial year and this report, your Company has sub-divided the face value of equity shares of Rs. 100 each to Rs. 10 each, consequently resulting in the authorized capital of Rs. 70,00,000 divided in 7,00,000 equity shares of Rs. 10 each and also increased the Authorised Share Capita! to Rs. 11,00,00,000 (1,10,00,000 Equity Shares of Rs. 10 each), thereby increasing 1,03,00,000 Equity shares of Rs. 10 each. The capital raised is intended to support the Companys expansion initiatives and strengthen its balancesfteet.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013, in respect of conservation of energy and technology absorption have not been furnished, considering the nature of activities undertaken by the company during the year under review.

15. Corporate Social Responsibility fCSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the relevant provisions of section 135 of the Companies Act, 2013 are not applicable.

16. Declaration given by an Independent Director u/s 149(6) of the Companies Act, 2013

During the period between the end of the financial year to which the financial statements relate and the date of this report, your Company has appointed Mr. Vikas Paliwal and Mr. Nilesh Mishra as additional Independent Directors and pursuant to the provisions of Section 149(6) of the Companies Act, 2013, the Company has received declarations from all Independent Directors of the Company confirming that:

• They meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and

• They have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

The Board believes that the Independent Director fulfills the conditions specified in the Act and is independent of the management.

17. Directors:

During the year under review, all the directors continued in their offices and there were no appointments or resignations during the year. There was no appointment of additional directors, alternate directors or directors to fill casual vacancy during the financial year.

18. The details of Directors or Key Managerial Personnel who were appointed or have resigned during period between the end of financial year and the date of this report:

NAME OF THE DIRECTOR	DESIGNATION	DATE OF APPOINTMENT	APPOINTED/RESIGNED
Mrs. Anju Prakash Singh (DIN:11123957)	Non- Executive Director	12/06/2025	Appointed
Mr. Vikas Paliwal (DIN:06654299)	Independent Director	16/07/2025	Appointed
Mr. Nilesh Mishra (DIN:09165699)	Independent Director	16/07/2025	Appointed
Mr. Sachin Tripathi (PAN	Chief Financial Officer	16/07/2025	Appointed
AMGPT0923R
Mr. Rahul Jain (PAN AGRPJ3478N)	Chief Executive Officer	16/07/2025	Appointed
Mr. Kapil Bhootra (ACS No. A43600)	Company Secretary	16/07/2025	Appointed
Mr. Kapil Bhootra (ACS No. A43600)	Company Secretary	31/08/2025	Resigned

19. Number of meetings of the Board of Directors

The Board of Directors duly met six (6) times i.e., on 28.04.2024, 30.06.2024, 30.08.2024, 15.12.2024, 13.03.2025, and 21.03.2025, respectively, in respect of which meetings, proper notices were given, and the proceedings were properly recorded and signed, including the circular resolution passed in the Minutes Book maintained for the purpose. The Directors present at the meetings were as follows: -

Name of the Director	Category	Number of Board : :.gl Meetings during the year 2024-25
		Held	Attended
Mr. Prakash Hakim Singh DIN:06644151	Executive Director	6	6
Mr. Bunty Hakim Singh Gaur DIN:07643133	Executive Director	6	6

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

During the year under review, the Company has not had any transactions failing under the provisions of section 186 of the Act.

21. Particulars of contracts or arrangements with related parties referred to in sub-section fl) of section 188 in the form AOC-2:

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

Your directors draw the attention of the members to the notes forming part of the Financial Statements, which set out Related Party Disclosures.

22. Particulars of Employees

The Company does not have any employees whose particulars are required to be furnished in terms of provisions of Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

23. Risk management policy

During the year under review, in the context of the Companys size and nature of business, the management of the Company, in pursuance of provisions of section 134(n) of the Act, views that the Company is not exposed to any element of risk threatening its existence, and accordingly, it has not formalized any Risk Management Policy.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero-tolerance towards sexual harassment at the workplace and as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013, read with the Rules made thereunder, the Company has in place a Prevention of Sexual Harassment (POSH) Policy. Periodical communication of this Policy is done through various programs to the employees. The Company has constituted the Internal Complaints Committee ("ICC") in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is responsible for redressal of complaints related to sexual harassment.

During the financial year under review, no complaint pertaining to sexual harassment was reported to the ICC of the Company.

25. Secretarial Standards:

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.

26. Proceeding under the Insolvency and Bankruptcy Code, 2016:

No application has been made under the Insolvency and Bankruptcy Code hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

27. Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

28. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that?

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

(b) The directors had 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 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company, and that such internal financial controls are adequate and operate effectively.

(f) 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.

29. Acknowledgements

Your directors place on record their sincere thanks to bankers, business associates, consultants, and all internal and external stakeholders for their continued support extended to the Company during the year under review.