Shri Mahalaxmi Agricultural Developments Ltd Management Discussions

a. Industry Structure and Developments

The agricultural and textile trading sectors continue to play a crucial role in the Indian macroeconomy. However, Shri Mahalaxmi Agricultural Development Limited could not execute active trading operations during Financial Year 2023–24 due to sustained operational paralysis, regulatory constraints, and corporate governance defaults.

b. Opportunities and Threats

Opportunities: Re-constitution of the Board of Directors via ROC backend appointment under Section 167(3) opens the path to regularizing compliance backlogs, holding pending AGMs post-2018, and evaluating strategic options to resume trading activities.

Threats: Accumulation of statutory late fees/penalties for delayed MCA/SEBI filings, potential stock exchange suspension remedies, and financial illiquidity.

c. Segment-Wise or Product-Wise Performance

Since the Company generated zero revenue from core operations during FY 2023–24 (as well as in preceding financial years), segment-wise reporting under Ind AS 108 / AS 17 is not applicable.

d. Outlook

The companys immediate priority is navigating the legal process seeking condonation of delay for pending statutory filings, convening the backlogged AGMs post-2018, and evaluating options to restore commercial trading operations.

e. Risks and Concerns

Compliance Backlog: Delay in filing annual returns (MGT-7) and financial statements (AOC-4) with the RoC since FY 2017–18 exposes the company to statutory late fees and compliance condonation procedures.

f. Internal Control Systems and Their Adequacy

Control Deficit & Operational Deadlock: A technical deadlock occurred when all previous directors filed Form DIR-11 directly, leaving no authorized signatory to execute Form DIR-12 on the MCA portal. This administrative vacancy temporarily impaired internal secretarial controls, preventing the timely approval of financial statements and the holding of statutory AGMs post-2018. Restoration & Remedial Action: To restore governance and internal controls, the Registrar of Companies (RoC), Ahmedabad, exercised powers under Section 167(3) of the Companies Act, 2013, to appoint three (3) new Directors. The newly constituted Board is actively taking corrective steps to complete pending audits, clear statutory backlogs (Forms AOC-4 & MGT-7), and strengthen internal financial control systems. The Company is in the process of restoring and re-establishing its internal financial control processes to ensure ongoing and future statutory compliance.

g. Discussion on Financial Performance with Respect to Operational Performance

Revenue from Operations: 0.00 (FY 2022–23: 0.00). Core agricultural operational lines remained completely inactive.

Other Income: Closed at 9,30,734.79, down significantly by 92.67% from 1,26,89,869.52 in the prior fiscal cycle. This contraction was due to normalized asset disposal pipelines, tracking the following breakdown:

? Long-Term Capital Gains: 8,80,766.79 (down from 1.24 Crore last year).

? Short-Term Capital Gains: 48,319.00.

? Dividend Income: 1,649.00.

?

Financial statements reflect complete operational dormancy. Earnings generated pertain solely to non- operational investment gains, which saw a steep decline compared to the preceding year. Financial statements reflect complete operational dormancy. Expenses incurred pertain solely to mandatory administrative maintenance and statutory compliance fees.

h. Material Developments in Human Resources / Industrial Relations

During the financial year under review, the Company did not employ any additional personnel. there were no material developments to report under Human Resources or Industrial Relations.

2. Key Financial Ratios & Return on Net Worth

(Pursuant to Schedule V of SEBI LODR Regulations, 2015)

Ratio	FY 2023– 24	FY 2022– 23	Change (%)	Reason for Significant Variation ( 25%)
(i) Debtors Turnover	N/A	N/A	N/A	No Trade Receivables or operational revenue in both financial years.
(ii) Inventory Turnover	N/A	N/A	N/A	No Inventories held or traded in both financial years.
(iii) Interest Coverage Ratio	N/A	N/A	N/A	No finance costs/interest expenses incurred in either year.
(iv) Current Ratio	0.7	0.56	24.4%	Not applicable — variation is below the 25% threshold. Modest improvement due to marginally lower trade payables and higher current investments.
(v)Debt- Equity Ratio	0.454	0.457	-0.66%	Not applicable — borrowings rose marginally ( 5,55,92,023.20 ? 5,56,12,023.20) but equity grew proportionally, keeping the ratio flat.
(vi) Return on Net Worth (RoNW) (%)	0.71%	5.28%	- 86.55%	Sharp decline in Other Income following the non- recurrence of prior years large one-time capital gains (LTCG fell from 1.24 crore to 8.80 lakh), partly offset by a corresponding cut in expenses.

Management Explanation for Significant Variation (> 25%):

Management Explanation for Significant Variation (>25%): "The Companys net profit before tax declined from 64,18,148.62 in FY 2022–23 to 8,65,847.23 in FY 2023–24. This movement was driven by a 92.67% reduction in Other Income, following the non-recurrence of prior years large one-time capital gains — Long-Term Capital Gains fell from 1.24 Crore to 8.80 Lakhs as the high-yield investment disposals of the previous year did not repeat. This was partly offset by a 98.99% reduction in administrative and overhead expenses, in line with the Companys continued cost containment. This income-expense movement is the primary driver of the year-on-year change in Return on Net Worth (RoNW)."

3. Disclosure of Accounting Treatment

In the preparation of financial statements for the year ended 31st March, 2024, no accounting treatment different from that prescribed under the applicable Accounting Standards / Ind AS under Section 133 of the Companies Act, 2013 has been followed.

Cautionary Statement:

Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate intend, will, expect and other similar expressions are intended to identify "Forward Looking Statements". The company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developme nts, information or events. Actual results could differ materially from those expressed or implied.

For and on behalf of the Board of Directors of
Shri Mahalaxmi Agricultural Development Limited
Mr. Kiran Bhogate	Sidu Mahadev Jambhale
Director	Director
DIN: 07844152	DIN: 08549263
Place: Ahmedabad
Date: 07/08/2026