MPF Systems Ltd Directors Report

The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated 08th November, 2023 (“Insolvency Commencement Order”) has initiated Corporate Insolvency Resolution Process (“CIRP”) based on petitions filed by financial creditor M/s. Rover Finance Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Mr. Raghunath S. Bhandari, IP Registration No. IBBI/IPA-002/IP-NO. 1023/2020-2021/13276 has been appointed as Interim Resolution Professional (“RP”) to manage affairs of the Company in accordance with the provisions of the Code. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were exercised by IRP/RP till the new board and KMP is appointed by the Resolution Professional.

In terms of Regulation 15 (2A) & (2B) of SEBI (LODR) Regulations, 2015, though the provisions of Regulations 17,18,19,20 and 21 in relation to Board of Directors, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee respectively, shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing CIRP under the Insolvency and Bankruptcy Code as the role and responsibilities of the Board of Directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency and Bankruptcy Code, the Resolution Professional deems fit to continue with the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee in order to continue the operations of the Corporate Debtor as a going concern.

Dear Shareholders,

Your Directors are pleased to present the 32nd Annual Report together with the audited financial statements of the Company for the financial year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE:

The Companys financial performance for the year ended on 31st March, 2025 is summarized below:

(Standalone- Amount in Lakhs)

Particulars	31/03/2025	31/03/2024
Revenue from Operations	0.00	7.00
Other Income	0.05	25.55
Total Income	0.05	32.55
Profit Before Tax	(169.89)	(3.89)
Tax Expenses	0.00	0.00
Net Profit for the Year	(169.89)	(3.89)

2. BRIEF STATE OF COMPANYS AFFAIRS:

During the year, the Company has not generated any revenue from its business activity as the Company was underwent the Corporate Insolvency Resolution Process. Revenue from the operations in the previous year were Rs. 7.00 Lakhs. The company reported a loss of Rs. 169.89 Lakhs as compared to a loss of Rs. 3.89 lakhs in the previous financial year.

3. DIVIDEND:

Your Directors express their inability to recommend any dividend for the Financial Year 202425.

4. TRANSFER TO RESERVES:

The Company has transferred loss of Rs. 169.89 lakhs to the reserve.

5. SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company has been increased during the year and as on March 31, 2025 the Paid-up share capital is Rs. 2,71,93,120 divided into 27,19,312 Equity shares having face value of Rs.10 each.

The Company has issued 26,05,000 Equity Shares on preferential basis at an issue price of Rs. 10/- each aggregating to Rs. 2,60,50,000/- (Rupees Two Crore Sixty Lakhs Fifty Thousands only), to certain identified persons as a part of the approved Resolution Plan.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

6. DISCLOSURES RELATING TO SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March, 2025, the Company does not have any Subsidiary or Associate and Joint Venture Company.

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

During the year, Honble National Company Law Tribunal, Mumbai Bench has approved the Resolution Plan vide its order dated 15th October, 2024. Further, Honble National Company Law Tribunal, Mumbai Bench has passed order dated 24th February, 2025 for closing the C.P. (IB)/242(MB)2023 i.e. CIRP application.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are no material changes and commitments, 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. However, during the reporting year, new Board of Director has taken control over the Company upon approval of Resolution Plan and its implementation.

9. REPORTING OF FRAUDS:

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and rules made thereunder.

10. DEPOSITS:

Your Company has not accepted any fixed deposits from the public under Section 73 of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014 and as per the provisions of Reserve Bank of India.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

During the year, your Company has not given any loan, Guarantee or not made any investment under Section 186 of the Act.

12. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return as on 31st March, 2025 is available on Companys website within 60 days from the date of the Annual General Meeting.

13. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Presently, your Company has been carrying the business activities whose nature does not require to take steps for the conservation of energy. Additionally, the Company will introduce and implement several technological upgradations, with an objective to obtain improved quality of output at a reduced cost in upcoming times, if it requires. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) COMPOSITION OF BOARD:

As on end of financial year, Board of Directors of your company comprises of 5 (Five) Directors out of which 3 (Three) are Non-Executive Independent Directors including 2 (Two) Woman Directors.

During the year, entire Board has changed pursuant to implementation of the approved Resolution Plan. Following persons have been appointed in the Board of the Company:

1. Mr. Piyush Mansukhbhai Savalia (DIN: 06464445) has been appointed as the Managing Director of the Company w.e.f. 29th November, 2024. Approval of his appointment is to be taken by passing resolution in this AGM.

2. Mr. Kurjibhai Premjibhai Rupareliya (DIN: 05109049) has been appointed as the Executive Director of the Company w.e.f. 29th November, 2024.

3. Mr. Vivek Kishorbhai Patoriya (DIN: 10194501) has been appointed as the Non Executive Independent Director of the Company w.e.f. 29th November, 2024. Approval of his appointment is to be taken by passing resolution in this AGM.

4. Ms. Arzoo Raghubhai Rabari (DIN: 10754153) has been appointed as the Non Executive Independent Director of the Company w.e.f. 29th November, 2024. Approval of her appointment is to be taken by passing resolution in this AGM.

5. Mrs. Sweta Rasikbhai Panchal (DIN: 10298714) has been appointed as an additional Non Executive Independent Director of the Company w.e.f. 17th January, 2025. Approval of her appointment is to be taken by passing resolution in this AGM.

6. Ms. Gopalkumar Bhikhalal Baldha (DIN: 06890155) has been appointed as the Non Executive Director of the Company w.e.f. 29th November, 2024. However, he has given resignation from the post of Directorship from 11th April, 2025.

Also, Mrs. Sakshi Shah, has been appointed as the Company Secretary and Compliance Officer of the Company from 29th November, 2024. Ms. Drashti Harshadbhai Delvadiya has been appointed as the Chief Financial Officer (CFO) of the Company from 11th April, 2025.

During the year, following persons have ceased from the Director and KMP of the Company pursuant to approved Resolution Plan effective from close of business hours of 29th November, 2024:

Mr. Loknath Mishra (DIN: 03364948), a Non-Executive Independent Director; Mr. Nitin Oza (DlN: 03198502) as Non-Executive Independent Director; Miss. Sushma Yadav (DIN: 07910845) as Non-Executive Independent Director; Poonam Sharma as Company Secretary; Rakesh Bhandari as Chief Financial Officer.

(B) RETIREMENT BY ROTATION:

Mr. Kurjibhai Premjibhai Rupareliya (DIN: 05109049), Director retires by rotation and being eligible offers himself for reappointment.

(C) RE-APPOINTMENT/APPOINTMENT:

Necessary resolutions for approval of the appointment of the aforesaid Directors have been included in the Notice of the this 32nd Annual General Meeting of the Company. Your Directors recommend the same for approval by the Members.

In the opinion of the Board the Directors so getting appointed are of integrity, expertise and experience as required by the Company. Profiles of the aforesaid Directors seeking appointment, as required under Regulations 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard-2, are given as Annexures in the Explanatory statement of respective resolution to the Notice of the this 32nd Annual General Meeting.

(D) INDEPENDENT DIRECTORS:

Your Company has received the confirmation / disclosures from the Independent Directors for the year as mandated under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) ‘the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Director of the Company.

The following are the Independent Non-Executive Directors of the Company as on the end of reporting period: Mr. Vivek Kishorbhai Patoriya, Ms. Arzoo Raghubhai Rabari and Mrs. Sweta Rasikbhai Panchal.

(E) WOMAN DIRECTOR:

In terms of the provisions of Section 149(1) of the Companies Act, 2013, a Company shall have at least one Woman Director on the Board of the Company. Your Company at the end of the financial year has Ms. Arzoo Raghubhai Rabari and Mrs. Sweta Rasikbhai Panchal as Woman Directors on the Board of the Company.

(F) KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on date:

Mr. Piyush Mansukhbhai Savalia	Managing Director
Ms. Drashti Harshadbhai Delvadiya	Chief Financial Officer (CFO)
Mrs. Sakshi Shah	Company Secretary (CS)

During the period under review, Ms. CA Nargish Virani has been appointed as the Chief Financial Officer w.e.f 29th November, 2024. However, she has given resignation from the post of Chief Financial Officer w.e.f. 18th March, 2025. Ms. Drashti Harshadbhai Delvadiya has been appointed in her place as the Chief Financial Officer w.e.f. 11th April, 2025.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS/COMMITTEE CONSTITUTED BY RESOLUTION PROFESSIONAL AND ATTENDANCE:

During the year, the company was under CIRP and following Meetings were held during the CIRP period. Dates of Board meetings and committee constituted during CIRP and attendance of Directors are given below;

Sr. No.	Date of Board Meeting	Type of Meeting	Total Directors/ Members	Present Directors
1.	29/04/2024	Committee of Creditors	5	2
2.	21/05/2024	Committee of Creditors	5	4
3.	24/06/2024	Committee of Creditors	5	2
4.	16/07/2024	Committee of Creditors	5	2
5.	14/08/2024	Committee of Creditors	5	4
6.	06/09/2024	Committee of Creditors	5	4
7.	21/10/2024	Committee of Creditors	5	2
8.	24/10/2024	Monitoring Committee	3	3
9.	13/11/2024	Monitoring Committee	3	3
10.	29/11/2023	Monitoring Committee	3	3
11.	16/01/2025	Monitoring Committee	3	3
12.	17/01/2025	Board Meeting	6	6
13.	27/01/2025	Board Meeting	6	6
14.	14/02/2025	Board Meeting	6	6
15.	18/03/2025	Board Meeting	6	6

16. MEETING OF INDEPENDENT DIRECTORS:

Independent Directors duly met during the year under review after the new Board has taken over the Control of the Company as during the Corporate Insolvency Resolution Process and its implementation, Powers of the Board were with the Resolution Professional in accordance with law.

17. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors subject to a maximum as provided in Articles of Association and Companys policy as referred under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company. The member can avail the same from www.matherplattfiresvstems.com.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company. All new Independent Directors (IDs) included in the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

19. DECLARATION BY INDEPENDENT DIRECTORS:

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013. There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

Company has taken declaration from all the independent directors at the time of appointment. All the independent directors have been registered and passed with the Indian Institute of Corporate Affairs as per Companies (Appointment and Qualification of Directors) Amendment Rules, 2021.

20. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

A formal evaluation of performance of the Board, its Committees and the individual Directors was carried out. Led by the Nomination and Remuneration Committee, the evaluation was done using individual questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc.

21. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. This code is also placed on the website of company.

22. BUSINESS RESPONSIBILITY REPORT:

The Company has been exempted from reporting on Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

23. CFO CERTIFICATION:

The MD and CFO of the company required to gives annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is attached as an Annexure-I.

24. CODE OF CONDUCT:

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

25. AUDITORS:

Statutory Audit and Auditors Appointment:

To fill the casual vacancy aroused due to the resignation given on 29/11/2024 in compliance with the approval of Resolution plan submitted by EFC (I) Limited by NCLT vide order dated 15th October, 2024 and as part of implementation of resolution plan, M/s. PAMS & Associates,

Chartered Accountants, the Audit Committee and the Board of Directors has recommended the appointment of M/s. Shivam K Bhavsar & Co, Chartered Accountants (Firm Reg. No. 0145880W) as the Statutory Auditor of the Company for the Financial Year 2024-25.

Considering the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company appointment of M/s. Shivam K Bhavsar & Co, Chartered Accountants (Firm Reg. No. 0145880W), for a term of another 4 (four) consecutive years from the conclusion of this 32nd Annual General Meeting till the conclusion of 35th Annual General Meeting at such remuneration, charges and out of pocket expenses as may be mutually agreed between the Board and the Auditors.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed Ms. Krina Gokulkumar Shah, Practicing Company Secretaries, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the financial year ended 31st March, 2025 is annexed to this report as Annexure-II.

Further, Ms. Krina Gokulkumar Shah will be appointed for a term of 5 years from FY 2025-26 subject to approval of shareholders in ensuing AGM.

Internal Auditor

Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors had appointed M/s Kishan Patel and Associates, Chartered Accountants, as an Internal Auditors of Company for FY 2025-26 at a board meeting held on 07/06/2025.

The Company continued to implement their suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Cost Auditors

Provisions for Cost Auditors are not applicable to the Company.

26. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Ms. Krina Gokulkumar Shah, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. Further, Director Non- Disqualification certificate as per the requirement of regulation 34 (3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-III.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that:

a) All applicable accounting standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) Your Directors have selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2025 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows internal financial controls and that such internal controls are adequate and are operating adequately.

f) There are proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended March 31, 2025, your Company did not enter into any Related Party Transaction which requires prior approval of the Members of the Company. All Related Party Transactions entered into by your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis. There have been no materially significant Related Party Transactions having potential conflict with the interest of the Company. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. Necessary disclosures required, if any under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended March 31, 2025.

30. COMMITTEE OF BOARD:

AUDIT COMMITTEE:

a) Brief description of terms of reference:

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.

b) Composition and meetings:

The Company has Audit Committee constituted under the Chairmanship of Mr. Vivek Patoria in accordance with the provisions of Section 177(1) of the Companies Act, 2013. As on date of this notice, the Composition of the Committee is Mr. Vivek Patoria, Chairman; Ms. Arzoo Rabari, Ms. Piyush Savalia are members and Ms. Sakshi Shah, as a secretary of Committee.

During the year the Audit Committee met 1 (One) time i.e. on 14th February, 2025 after the New Board has taken over the control of the Company. During the implementation of Corporate Insolvency Resolution Process, the powers of the Board were vested with Interim Resolution Professional and Resolution Professional and therefore, no meeting of Audit Committee were required to be conducted during that period.

NOMINATION/REMUNERATION COMMITTEE:

The Nomination/Remuneration committee recommends to the Board the attributes and qualification for becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial personnel and other senior personnel and such other matters as are necessary under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination/Remuneration committee consists of Ms. Sweta Rasikbhai Panchal, Chairman; Mr. Vivek Patoria and Ms. Arzoo Rabari are the members.

During the year the Audit Committee met 2 (Two) time i.e. on 17th January, 2025 and 18th March, 2025 after the New Board has taken over the control of the Company. During the implementation of Corporate Insolvency Resolution Process, the powers of the Board were vested with Interim Resolution Professional and Resolution Professional and therefore, no meeting of Audit Committee were required to be conducted during that period.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors have constituted Stakeholders Relationship Committee in line with the Listing Agreement, which is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to the grievance of the shareholders.

The present composition of the Committee is as Ms. Sweta Rasikbhai Panchal, Chairman; Ms. Arzoo Rabari and Mr. Piyush Savalia are the members. During the year, Shareholders Relationships Committee was held on 18th March, 2025.

31. MEETING OF THE SHAREHOLDERS:

Details of the Shareholders Meeting held during the year is held as follow:

Date	Type	Time	Venue
30.09.2024	AGM	04:30 PM	Through Video Conferencing/Other AudioVisual Means

32. VIGIL MECHANISM:

As required in terms of the provisions of Section 177 (9) of the Act, your Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of the Section 135 of the Companies Act, 2013 if the 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 the immediately preceding financial year, is required to comply the provisions of Section 135.

During the financial year ended on 31st March, 2025, Corporate Social Responsibility (CSR) is not applicable.

34. RISK MANAGEMENT POLICY:

The Board of Director are overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board has approved Risk Management policy, which acts as guiding principles by which key risks are managed in the Company.

The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company, which threatens its existence.

35. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

The provisions mentioned in Para C, D and E of Schedule V are not applicable to our Company. A certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is attached with the Directors Report.

The Management Discussion and Analysis Report forms part as Annexure-IV of this Annual Report for the year ended 31st March, 2025.

36. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details. However, there are no such details reportable.

37. IBC CODE & ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code) as on end of the Financial Year. The application No. C.P (IB)/242(MB)2023 has been closed by the Honble National Company Law Tribunal, Mumbai Bench. There has not been any instance of one-time settlement of the Company with any bank or financial institution.

38. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes in creating an environment for its employees which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

39. DETAILS REGARDING WORKPLACE SEXUAL HARASSMENT UNDER THE POSH ACT:

Total number of complaints received during the financial year: 0 (Zero)

Complaints resolved during the year: 0 (Zero)

Complaints pending for more than 90 days: 0 (Zero)

40. MATERNITY BENEFIT ACT, 1961 COMPLIANCE STATEMENT:

The Company is in compliance with the Maternity Benefit Act, 1961?covering provisions such as paid maternity leave, nursing breaks, medical bonus, and creche facilities. However, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

41. WORKFORCE DISCLOSURE:

During the end of financial year 2024-25, following is the category wise bifurcation of the workforce associated with the Company:

Male: 3 Female: 4 Transgender: Nil

42. ADDITIONAL INFORMATION:

Your Company provides additional information related to the Companys business, matter of interest to the investors like financial information etc. on its website www.matherplattfiresystems.com.

43. DISCLOSURE:

The Company has complied with applicable provisions of Secretarial Standards i.e. SS-1 and SS-2.

44. LISTING WITH STOCK EXCHANGES:

Companies Shares are Listed on BSE Limited.

45. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operation received from various Government agencies, Banks, Financial Institutions, Stock Exchanges, customers, suppliers and other business associates during the financial year.

	For and on behalf of the Board of Directors,
	MPF Systems Limited
	Sd/-	Sd/-
Place: Mumbai	Piyush Mansukhbhai Savalia	Kurjibhai Rupareliya
Date: 22.08.2025	Managing Director	Director
	DIN:06464445	DIN: 05109049