Muller & Phipps (India) Ltd Directors Report

The Members of Muller & Phipps India Limited

Your directors present the ONE HUNDRED EIGHTH ANNUAL REPORT of your Company together with the Audited Financial

Statements of Accounts for the year ended 31st March, 2025

1. FINANCIAL RESULTS

Particulars	2024-25	2023-24
Gross Sales	591.60	414.07
Profit / (Loss) after interest and Finance Charges	(74.07)	33.50
Provision for Depreciation	0.76	0.52
Net profit/ (Loss) before exceptional item and tax	(74.83)	32.98
Add/ Less Exceptional Items	-	40.00
Provision for taxation	-	-
Profit/(Loss) for the year	(74.83)	72.98
Add :Other Comprehensive Income / (Loss) (OCI )	(2.18)	(0.48)
Add: Profit/(Loss) Balance brought forward from Previous Year	(193.37)	(265.87)
Balance available for appropriation	(270.38)	(193.37)

During the year sales were 591.60 Lakhs against 414.07Lakhs in the previous year. The sales has increased due to introduction of new formulations/brands in oral care segments There is a increase in sales of 177.53 lakhs as compared to previous year..

2. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves due to losses in the current year.

3. DIVIDEND

In the view of carried forward losses, Directors do not recommend any dividend for the year under report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company. The Company is engaged in the marketing of our own brands in the Dental and Skin Care segments under brand names of Cavisan, Cavidine and Nixoderm..

5. THE STATE OF COMPANY AFFAIRS – MANAGEMENT ANALYSIS

Whilst the management is hopeful of progressively increasing the turnover of the Company and is also looking for additional products to broad base the product portfolio in order to bring in additional turnover.

6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

There has been no material changes and commitments affectingfinancial position between end of the financial year and the date of the report.

7. DETAIL IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

8. DETAILS OF SUBSIDIARY/ASSOCIATE/JOINT VENTURECOMPANY:

Name of the Company	CIN	% of shares held
Muller and Phipps Industrial Services Limited	U74140MH1988PLC047489	100%
Muller and Phipps Agencies Limited	U51900MH1981PLC025416	100%

9. PERFORMANCEANDFINANCIALPOSITIONOFTHESUBSIDIARYINCLUDEDINTHECONSOLIDATEDFINANCIAL STATEMENT

Particulars	Muller and Phipps Agencies Limited	Muller and Phipps Industrial Services Limited
Date of Incorporation	12-Oct-1981	26-May-1988
Percentage of Capital held by the Company	100%	100%
Reporting period of subsidiary	NA	NA
Authorised share capital	500000	500000
Paid-up share capital	500000	500000
Revenue	12,666	-
Profit/(Loss) before Tax	(74,384)	(96,122)
Taxes	-	-
PAT	(74,384)	(96,122)
Companies share in Profit / (Loss)	100%	100%

10. ASSOCIATE COMPANY AND JOINTVENTURE

As on the date of this Report, there is no joint venture company.

11. FIXED DEPOSITS

The Company has not accepted any Fixed deposit during the Financial year 2024-25.

12. AUDITORS

Appointment of Statutory Auditors

M/s. Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai, bearing ICAI Registration No. 109901W/ W100082 who hold office as Auditors of your Company for a period of three years from September 11, 2023 up to the conclusion of the 109^th Annual General Meeting

A certificate has been obtained from them pursuant to Section 141(3)(g) of the Companies Act,2013 to the effect that their appointment, if made, would be within the limits provided therein

13. AUDITORSREPORT

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their

Audit Report that may call for any explanation from the Directors

14. SHARE CAPITAL

During the year under report, the Company has not issued any shares.

15. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2025will be uploaded on the website of the Company at https://mulphico.co.in

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of business being dealing in consumer products retailing, providing information with regard to conservation of energy and technology absorption as required under Section 134(3) of the Companies Act, 2013 read with Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 and forming part of this Report does not arise for your Company.

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows as per table below:

Particulars	2024-25	2023-24
Foreign Exchange Earnings in terms of actual inflows	Nil	Nil
Foreign Exchange Outgo in terms of actual outflows	Nil	Nil

17. CORPORATE SOCIAL RESPONSIBILITY

Since the Companys net worth as well as its net loss are both below the minimum prescribed limits, the provisions of clause(o) of Section 134(3) of the Companies Act, 2013 read together with Rule 9 of the Companies (Corporate Social

Responsibility) Rules, 2014 do not apply and hence disclosures on Corporate Social Responsibility are not required to be given.

18. DIRECTORS:

In terms of the Articles of Association of the Company. Mr. Milan Dalal retire at the ensuing Annual General Meeting and being eligible offers himself for the reappointment.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section

149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration committee at their meeting held on August 12, 2025 had appointed Mrs. Hinal Shah, as Additional Woman Independent Director of the company subject to the approval of the shareholders in the annual general meeting of the company.

Mrs. Kamlini Maniar, Independent Director of the company, has completed her two terms of five years each and shall not be allowed for reappointment in relation to Section 149 of the Companies Act, 2013.

Nomination and Remuneration committee at their meeting held on August 12, 2025 had appointed Mr. Shreekant Kudtarkar, as Company Secretary and Compliance Officer of the company, who is a member of the Institute of Company Secretaries of India and having membership No: A15788.

19. NUMBER OF MEETINGS OF THE BOARD OFDIRECTORS

During the year 2024-2025, the Board of Directors met 4 (Four) times as per table below

May 27, 2024 August 13, 2024 November 13, 2024 February 12, 2025

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186

The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required to be furnished. Details of investments in all bodies corporate are given in Note No.4.in the Financial Statements.

21. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATEDPARTIES

The Companys contracts or arrangements with related parties of which the details are given inNoteNo.34(a )of the Financial

Statements. "Annexure 1"

22. MANAGERIAL REMUNERATION

The company does not have any appointment in this category in the year under review.

23. SECRETARIAL AUDIT REPORT AND COST AUDIT REPORT

M/s. Sanjay Soman & Associates, Company Secretaries in Whole-time Practice, Mumbai has been appointed Secretarial

Auditors of the Company by the Board for a period of five year commencing from the financial year 2025-26 to the financial year 2029-30, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder.

The Secretarial Audit Report issued by M/s Sanjay Soman & Associates does not contain any qualification, reservations or adverse remark or disclaimer as attached in "Annexure 2" and forms part of this Report.

Given the nature of the Companys activities, the provisions relating to submission of Cost Auditors Report do not apply to the Company.

24. CORPORATE GOVERNANCE CERTIFICATE

Theprovisions pertaining to Corporate Governance do not apply to the Company and hence the Company is not required to furnish any certificate with regard to Corporate Governance.

25. RISK MANAGEMENT POLICY

The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company isnot required to furnish any report regarding Risk Management Policy.

26. PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 197(12) of the Companies Act,

2013 read with the Companies (Particulars of Employees) Rules, 2014 and hence information in this regard is not required to be furnished.

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

There were no instances during the year attracting the provisions of Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014.

However, the details of litigations pending the final result as per note 29 of financial statements are disclosed under Contingent liabilities.

28. DIRECTORS RESPONSIBILITYSTATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They 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 your Company at the end of the financial year covered under this Report and of the loss of your Company for the year;

3. They 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 your Company and for preventing and detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively .

29. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

As on the date of this Report, Company has not taken any loan form Bank or Financial Institution, therefore the needs of valuation does not arise

30. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review

31. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on the date of this Report, Company has no proceedings pending under the Insolvency and Bankruptcy Code, 2016

32. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of your

Company.

	For and on behalf of the Board of Directors
	PV Mohan	Milan Dalal
Mumbai	Whole Time Director	Director
Dated, August 12, 2025	DIN 00195051	DIN 00062453