Shri Mahalaxmi Agricultural Developments Ltd Directors Report

Your Directors are pleased to present their 31st Annual Report on the Business and Operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2024.

Financial Result:

The financial performance of your Company for the year ended March 31, 2024 is summarized below:

Particulars	FY 2023-24 ( )	FY 2022-23 ( )
Revenue from operations	Nil	Nil
Other income	9,30,734.79	1,26,89,869.52
Total income	9,30,734.79	1,26,89,869.52
Total expenses	64,887.56	62,71,720.90
Profit/(loss) before tax	8,65,847.23	64,18,148.62
Tax expense	Nil	Nil
Profit/(loss) after tax	8,65,847.23	64,18,148.62
Basic and diluted earnings per equity share	0.09	0.63

The balance sheet as at March 31, 2024 records paid-up equity share capital of INR. 10,16,13,000 (Indian Rupees Ten Crore Sixteen Lakh Thirteen Thousand Only) .

State of the Companys affairs and business performance:

During FY 2023-24, the Company did not earn any revenue from operations.The Net Profit After Tax dropped to 8,65,847.23 in F.Y 2023-24, down from the 64,18,148.62 profit recorded in FY 2022-23.

Change in the nature of business:

There has been no change in the nature of the Companys business during the financial year under review.

Dividend:

The Board does not recommend any dividend for the financial year.

Transfer to reserves:

The Board does not propose to transfer any amount to the general reserve for FY 2023-24.

Annual return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the annual return of the Company will be available on the Companys website at: www.smadlindia.com

Presentation of Financial Statements:

The financial statements of the Company for the year ended 31st March, 2024 have been disclosed as per Schedule III to the Companies Act, 2013.

Meetings of the Board:

During the financial year under review, 6 (six board meetings) were held as per Section 173 of the Companies Act, 2013 which is summarized below:

S. No.	Date of Meeting	No. of Director entitled to attend	No. of Director attended
1	1.4.2023	3	3
2	13.7.2023	3	3
3	15.9.2023	3	3
4	2.11.2023	3	3
5	15.01.2024	3	3
6	1.3.2024	3	3

The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

Directors and key managerial personnel:

There were no changes in the composition of the board of directors and key managerial personnel of the company during the financial year under review.

Further, the composition of the board of directors and KMP as on March 31, 2024 is as follows:

S. No.	Name of the Directors/KMP	DIN	Designation
1	Mr. Kiran Bhogate	07844152	Executive Director
2	Mrs.Prajakta Kunal Save	07844152	Non-Executive Director
3	Mr. Sidu Mahadev Jambhale	08549263	Independednt Director

The Board appreciates his contribution & co-operation to the Company during his tenure & wishes a grand success in his venture. Further, other than this there were no changes in the Board of Directors for the year under review.

Declarations by Independent Director:

The Independent Directors were appointed by the Members of the Company through Postal Ballot on 18 March 2019 in accordance with the provisions of the Companies Act, 2013 and the applicable regulatory framework prevailing at the time of their appointment. Subsequent changes in the applicable legal and regulatory framework have introduced additional eligibility and compliance requirements for Independent Directors. The Company has reviewed the existing position and is in the process of taking appropriate steps to align the composition of the Board and the appointment of Independent Directors with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to completion of the ongoing updation of the Companys MCA master data and the consequential statutory filings. In the opinion of the Board, the Independent Director(s) appointed during the financial year 2023–24 possess high standards of integrity, relevant expertise, and requisite experience including proficiency.

Annual performance evaluation:

The Board has carried out a formal annual evaluation of its own performance, the performance of its committees and individual directors, including independent directors, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The evaluation considered, among other matters, Board composition and structure, quality and timeliness of information, participation, effectiveness of deliberations, committee functioning, governance practices and discharge of fiduciary responsibilities.

Nomination and remuneration policy:

The Company has adopted a Nomination and Remuneration Policy laying down criteria for appointment, qualifications, positive attributes, independence, performance evaluation and remuneration of directors, key managerial personnel and senior management. The policy seeks to ensure an appropriate balance of skills and experience, transparent selection, alignment of remuneration with responsibilities and performance, and compliance with statutory requirements. No material change in the policy was stated to have occurred during the year. The complete policy is available at: www.smadlindia.com

Committees of the Board: Audit Committee:

Pursuant to Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations, the Company is required to maintain an Audit Committee. Further, the composition of the committee is as follow:

Sr. No	Name of the Director	Designation	Meetings attended	Category
1.	Sidu Mahadev Jambhale	Chairman	4	Non- Executive Independent Director
2.	Prajakta Kunal Save	Member	4	Non- Executive Independent Director
3.	Mr. Kiran Bhogate	Member	4	Executive Independent Director

The Committee met Four times during the financial year 2023-24 on

? 1.4.2023

? 13.7.2023

? 1.11.2023

? 1.3.2024

Nomination and Remuneration Committee:

The Committee was renamed as Nomination & Remuneration Committee and the terms of reference of the said committee has been revised in order to align with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended from time to time. However, none of the Directors has been given any remuneration during the year under review. The Committee has devised a policy on Board Diversity. The objective of the policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company.

Further, the composition of the committee is as follow:

Sr. No .	Name of the Director	Designatio n	Meetings attended	Category
1.	Sidu Mahadev Jambhale	Chairman	1	Non- Executive Independent Director
2.	Prajakta Kunal Save	Member	1	Non- Executive Independent Director
3.	Mr. Kiran Bhogate	Member	1	Executive Independent Director

The Committee met once during the financial year 2023-24 on 1.4.2023 .

Stakeholders Relationship Committee:

The Company has established Stakeholders Relationship Committee to consider and resolve the grievances of shareholders of the Company with respect to transfer of shares, non-receipt of annual report, non-receipt of dividends, transmission, split, consolidation of share certificates and matters relatedthereto. To ensure expeditious share transfer process, evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company, to provide guidance and make recommendations to improve investors service level to theinvestors and attending to complaints of Investor routed by SEBI/Stock Exchanges/RBI.

There were no investor grievances pending for Redressal as the end of the financial year and all the queries from the stakeholders were attended to promptly. Further there were no pending transfers for the year underreview.

The Committee met once during the financial year 2023-24 on 1.4.2023 .

Further the details of the Compliance Officer designated for handling of the Investor grievances is provided as under:

Name: Sidu Mahadev Jambhale

Address: 57-58-59, 6th Floor, Shree Krishna Centre Mithakhali Six Road, Mithakhali Ahmedabad - 380009 Gujarat Email ID:smadl.india@gmail.com

Further, the composition of the committee is as follow:

Sr. No .	Name of the Director	Designation	Category
1.	Sidu Mahadev Jambhale	Chairman	Non- Executive Independent Director
2.	Prajakta Kunal Save	Member	Non- Executive Independent Director
3.	Mr. Kiran Bhogate	Member	Executive Independent Director

Vigil mechanism / whistle-blower mechanism:

The Company has established a vigil mechanism/whistle-blower mechanism for directors and employees to report genuine concerns and provides adequate safeguards against victimisation, including direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. No person was denied access to the Audit Committee during the year.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

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

b) the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; c) the directors have taken proper and suf icient 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 have prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Auditors and Auditors Report:

As per Section 139 of the Companies Act, 2013, and the Rules made thereunder, M/s. Mulraj D Gala & Co., Chartered Accountants (Firm Registration No. 0145406W), hold office as the Statutory Auditors of the Company from the conclusion of the Annual General Meeting (AGM) held for the Financial Year 2020-21 until the conclusion of the Annual General Meeting to be held for the Financial Year 2025-2026. The Company has received a written consent and eligibility certificate from the said Statutory Auditors confirming that they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

Secretarial Auditor And Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, Neha Anup Poddar (Certificate Of Practice Number: No. 26322) was appointed to conduct the secretarial audit of the Company for FY 2023-24. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure.

Explanation As Required Under Section 134(3)(F)(I) of the Companies Act, 2013:

Pursuant to the provisions of Section 134(3)(f) of the Companies Act, 2013, the explanations and comments of the Board of Directors on the qualifications, reservations, or adverse remarks please refer Statutory Auditors Report and Secretarial Audit Report.

The Board has carefully considered the observations made by the Secretarial Auditor in the Secretarial Audit Report and offers the following comments: The observations primarily pertain to historical non-compliances, non-availability of certain statutory records and documents, delays in statutory filings, and deficiencies in the composition of the Board and its Committees during the relevant period. The Board submits that the Company had appointed Independent Directors through Postal Ballot, the results whereof were declared on August 8, 2019, and the appointments became effective from the said date. However, the Company was unable to convene the ensuing Annual General Meeting due to the absence of a duly constituted Board as reflected in the records of the Ministry of Corporate Affairs ("MCA"). Further, changes in the jurisdiction of the Regional Director and differing regulatory interpretations at the relevant time resulted in procedural delays. Thereafter, the outbreak of the COVID-19 pandemic further affected the Companys ability to regularise its Board composition and complete the pending statutory compliances. The Board further states that the Company has obtained the requisite consent to act as Directors (Form DIR-2) and declarations of non-disqualification (Form DIR-8) from the concerned Directors. The Company is presently undertaking the process of updating its MCA records, regularising the composition of the Board and its

Committees, completing the pending statutory filings and strengthening its internal compliance framework to ensure compliance with the provisions of the Companies Act, 2013, the Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standards issued by the Institute of Company Secretaries of India. The Board also notes the observations relating to procedural compliances and non-availability of certain historical records. The Company is making all reasonable efforts to reconstruct, update and maintain its statutory records and registers in accordance with the applicable legal requirements and has implemented measures to ensure that such procedural lapses do not recur. The Board is committed to maintaining high standards of corporate governance and regulatory compliance and will continue to take all necessary corrective and preventive measures to ensure full compliance with the applicable laws and regulations.

Maintenance of Cost Records:

The provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 regarding the maintenance of cost accounts and records are not applicable to the Company for the financial year under review. Accordingly, the Company is not required to make or maintain such accounts and records.

Subsidiary Companies:

The Company does not have any subsidiary Company.

Particulars of Contract or Arrangement with Related Party:

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. There being no material related party transactions as defined under Regulation 23 of the SEBI (LODR) Regulations, 2015, there are no details to be disclosed in Form AOC – 2 in that regard.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website. All related party transactions which were entered into during the year were on arms leng th basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material related party transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015. There are no materials transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company.

Loans, Investment and Guarantees by the Company:

There are loan given and investment made within the statutory limits, however guarantee or security is not provided by the Company to any entity under Section 186 of the Companies Act, 2013.

Deposits:

During FY 2023-24, the Company did not accept any deposit within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There was no deposit remaining unpaid or unclaimed at the end of the year and no default in repayment of deposits or interest thereon.

Material changes and commitments:

No material change or commitment affecting the financial position of the Company was stated to have occurred between March 31, 2024 and the date of this report.

Significant and Material Orders Passed by the Regulators or Courts:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Risk Management:

Risk management is the identification, assessment and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk managements objective is to assure uncertainty does not deviate the endeavor from the business goals. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework. The primary risk faced by the Company is the automated data lockout on the Ministry of Corporate Affairs (MCA) portal, which temporarily suspended online signing authority. This systemic constraint prevented the electronic filing of forms and limited normal corporate transactions. The management is actively mitigating this risk through formal backend regularization with the Registrar of Companies (ROC), Ahmedabad.

Corporate Governance:

The report on Corporate Governance as required by, SEBI (LODR), Regulations, 2015 is attached separately in the Annual Report. The Managing Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is not applicable to the Company considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during FY 2023-24, since the Company did not meet the prescribed net-worth, turnover or net-profit thresholds. Accordingly, the Company was not required to constitute a CSR Committee, formulate a CSR Policy or incur CSR expenditure for the year.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013.

(a) number of complaints of sexual harassment received in the year:0 (b) number of complaints disposed off during the year:0 (c) number of cases pending for more than ninety days:0

During the year ended 31st March 2024, the Company has not received any complaints of harassment.

Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Internal Financial Control System:

The Company maintains an internal financial control system that is commensurate with its size, scale, and

current operational framework. Given the portal-induced administrative freeze during the financial year under review, the Company did not engage in active commercial trading, sales, or manufacturing operations.

Consequently, the focus of the internal financial control framework was specifically oriented toward asset preservation, minimal cost oversight, and the integrity of financial reporting. The Board confirms that appropriate internal controls were exercised over the limited financial activities recorded during the year.

Reporting of Frauds by Auditors:

During the year under review, no fraud was reported by the Statutory Auditors of the Company under subsection (12) of Section 143 of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

Details of Application Made or Proceeding Pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year under review, no application was made nor were any proceedings pending against or by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). Therefore, the requirement to disclose details and status of such proceedings as at the end of the financial year is not applicable.

Details of Valuation for One Time Settlement:

The requirement to disclose details of differences in valuation at the time of One Time Settlement versus valuation while taking loans from Banks or Financial Institutions is not applicable, as no such settlement took place during the financial year under review.

Disclosure Under The Maternity Benefit Act, 1961:

The Board reports that the Company did not have any female employees on its rolls during the financial year under review.Hence,the provisions relating to The Maternity Benefit Act, 1961 is not applicable.

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.

Acknowledgement:

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various

stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

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