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 macroeconomic. However, Shri Mahalaxmi Agricultural Development Limited could not execute active trading operations during Financial Year 2024-25 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 2024- 25 (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. Asset Realization Risk: Non- current long- term loans and advances amounting to Rs.17.96 Crore remain illiquid and require evaluation for impairment or recovery.

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 (Zero core operational revenue in both FY 2024- 25 and FY 2023- 24). Other Income: 1,484.00 in FY 2024- 25, compared to 9,30,734.79 in FY 2023- 24. Net Profit / (Loss) Before Tax: Loss of (4,590.97) in FY 2024- 25, compared to a profit of 8,65,847.23 in FY 2023- 24.

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)

Change in Return on Net Worth (RONW)

RoNW declined from 0.71% in FY 2023- 24 to - 0.004% in FY 2024- 25, mainly due to non- recurring capital gains of 9,29,085.79 earned in the prior year that did not repeat. Excluding these one- off gains, current year income was limited to dividend income of 1,484.00, resulting in a marginal net loss of 4,590.97 against last years profit of 8,65,847.23. Net Worth remained virtually unchanged ( 12.24 crore in both years), confirming the variance stems from income timing rather than any change in the Companys financial position.

3.Disclosure of Accounting Treatment

In the preparation of financial statements for the year ended 31st March, 2025, 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