Mish Designs Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in presenting their Eighth Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025 and the previous
financial year ended March 31, 2024 is given below:

Particulars	31-Mar-25	31-Mar-24
Total Income	1810.14	1319.47
Less: Expenditure	1685.66	1201.83
Profit before Depreciation and tax	124.48	117.64
Less: Depreciation	4.22	7.82
Profit before Tax and Extraordinary item	120.26	109.82
Provision for Taxation	31.27	28.55
Extraordinary item	-	-
Profit after Tax and Extraordinary item	88.99	81.27
Other Comprehensive Income	-	-
Total Comprehensive Income	-	-
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	3.03	3.49
(2) Diluted	3.03	3.49

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 1810.14 Lakhs for the year ended March 31, 2025 as against ?
1319.47 Lakhs in the previous year. The Company made a net profit of ? 88.99 Lakhs for the year ended
March 31, 2025 as compared to the net profit of ? 81.27 Lakhs in the previous year.

3. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of
Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the
company and to conserve resources, the Directors do not recommend any dividend for year ended March 31,
2025

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends
that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to
the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to
IEPF.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 3,40,00,000/- (Rupees Three Crores Fourty Lakhs Only)
divided into 34,00,000 (Rupees Three Lakh Fourty Thousand Only) equity shares of Rs. 10/- (Rupees Ten
Only)

The Paid-up capital of the Company is Rs. 3,18,30,000/- (Rupees Three Crores Eighteen Lakhs Thirteen
Thousand Only) divided into 31,83,000 (Thirty-One Lakhs Eighty-Three Thousand) Equity shares of Rs. 10/-.

Company has appointed M/s Kfin Technologies Limited as the Registrar and Transfer Agent of the Company.

8. CHANGE IN SHARE CAPITAL:

The following changes were made in the share capital of the Company during the period under review.

The Company altered the capital clause of its Memorandum of Association for increasing its Authorised
Share Capital. Further, the authorized share capital of the company was increased from Rs. 3,00,00,000/-
(Rupees Three Crores Only) divided into 29,00,000 (Twenty-Nine Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only) each to
Rs.3,40,00,000/- (Rupees Three Crores Forty Lakhs Only) divided into 33,00,000 (Thirty-Three Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees
Ten Only) each by creation of additional 4,00,000 (Four Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only)
each on June 21, 2024.

The Company made two significant allotments: firstly, on July 29, 2024, 1,67,000 equity shares were allotted
at ?150 each, aggregating to ^2,50,50,000, increasing the paid-up capital from ^2,80,00,000 (28,00,000
shares) to ^2,96,70,000 (29,67,000 shares). Subsequently, 2,16,000 equity shares on conversion of warrants at
?150 each to Non-Promoters Category on preferential basis, upon receipt of balance amount of ^1,21,50,000
on January 16, 2025, and March 13, 2025, resulting in an increase in paid-up equity capital from ^2,96,70,000
(29,67,000 shares) to ^3,18,30,000 (31,83,000 shares)

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing
Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
(the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as
“Annexure III”.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

11. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as
intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code
of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from H Maheshwari & Associates., Practicing
Company Secretary is annexed to the Board’s Report as “Annexure IV”.

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

13. MATERIAL CHANGES AND COMMITMENTS

There have been material changes and commitments, which affect the financial position of the Company,
that have occurred between the end of the financial year and the date of this Report.

a) The company has issued 1,73,000 Equity Shares of Rs. 150/- (Rupees One Fifty Only) each having
a face value of Rs. 10/- (Rupees Ten Only) with a premium of Rs. 140/- (Rupees One Forty
Only).per equity shares aggregating to Rs. 2,59,50,000 /- (Rupees Two Crores Fifty Nine Lakhs
Fifty Thousand Only) (“Consideration”) by way of preferential allotment

b) The company has issued 2,16,000 warrants convertible into Equity Shares at a price of Rs. 150/-
(Rupees One Fifty Only) aggregating to Rs. 3,24,00,000 (Rupees Three Crores Twenty Four Lakhs
Only), convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company of
face value of Re. 10/- each at a premium of Rs. 140/- (Rupees One Hundred and Forty Only) per
share in one or more tranches on preferential basis (“Preferential Issue”)).

c) The Company made two significant allotments: firstly, on July 29, 2024, 1,67,000 equity
shares were allotted at ?150 each, aggregating to ?2,50,50,000, increasing the paid-up capital
from ?2,80,00,000 (28,00,000 shares) to ?2,96,70,000 (29,67,000 shares). Subsequently,
2,16,000 equity shares on conversion of warrants at ?150 each to Non-Promoters Category
on preferential basis, upon receipt of balance amount of ^1,21,50,000 on January 16, 2025,
and March 13, 2025, resulting in an increase in paid-up equity capital from ?2,96,70,000
(29,67,000 shares) to ?3,18,30,000 (31,83,000 shares)

14. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2025 is available on the website of the Company at
https://mishindia.com/investor-relations/

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured
orientation programme. Presentations are made by Senior Management giving an overview of the operations,
to familiarize the new Directors with the Company''s business operations. The Directors are given an
orientation on the products of the business, group structure and subsidiaries, Board constitution and
procedures, matters reserved for the Board, and the major risks and risk management strategy of the
Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors,
Non-Executive Directors, and Independent Directors. During the review period and as of the report''s date,
the Board of Directors and Key Managerial Personnel remained unchanged.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Kaushal Mahesh Goenka, Managing Director of the Company, retires by rotation and offers
himself for re- appointment.

The brief resume of Mr. Kaushal Mahesh Goenka, the nature of his expertise in specific functional areas,
names of the companies in which he has held directorships, her shareholding etc. are furnished in the
Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies
Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the circumstances, which may affect their status as
Independent Director during the year.

The Independent Directors met on 25th March, 2025, without the attendance of Non-Independent Directors
and members of the Management. The Independent Directors reviewed the performance of Non¬
Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

iv. Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mr. Kaushal Mahesh Goenka (Managing Director)

b) Mr. Sajan Kumar Bhartia (Whole time Director and Chief Financial Officer)

c) Mrs. Saloni Kachhawaha (Company Secretary upto April 30, 2024)

d) Mrs. Muskan Kachhawaha (Company Secretary w.e.f. May 29, 2024 and upto September 02,
2025)

17. BOARD MEETINGS:

The Company held Seven (7) meetings of its Board of Directors during the year on May 25, 2024, May 29,
2024, July 29, 2024, August 27, 2024, November 12, 2024, January 16, 2025, March 13, 2025

Sr. No.	Name of the director	Board Meeting			Whether attended AGM held on
		Number of Meetings which director was entitled to attend	Number of Meetings attended	% of attendance
					23.09.2024
					(Y/N/NA)
1.	Mr. Sajan Kumar Bhartia	7	7	100%	Y
2.	Mr. Kaushal Mahesh Goenka	7	7	100%	Y
3.	Mrs. Anita Bhartia	7	7	100%	Y
4.	Mr. Tapan Rajivshah	7	7	100%	Y
5.	Mr. Diksha Maheshwari	7	7	100%	Y

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted on August 04, 2023 under
constitution the committee met Three (3) times the Chairmanship of Mr. Tapan Shah. After with full attendance of
all the members. The composition of the Audit Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			29.05.2024	27.08.2024	12.11.2024
Mr. Tapan Shah	Non¬ Executive - Independent Director	Chairman	Yes	Yes	Yes
Ms. Diksha Maheshwari	Non¬ Executive - Independent Director	Member	Yes	Yes	Yes
Mr. Kaushal Goenka	Managing Director	Member	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s
Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon
before submission to the Board for approval. This would, inter alia, include reviewing changes in the
accounting policies and reasons for the same, major accounting estimates based on exercise of judgement
by the Management, significant adjustments made in the Financial Statements and / or recommendation,
if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s
accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and
possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The
Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted
on August 04, 2023 under the Chairmanship of Ms. Diksha Maheshwari. After constitution the committee met
once with full attendance of all the members. The composition of the Nomination and Remuneration Committee
as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on 29.05.2024
Ms. Diksha Maheshwari	Non- Executive Independent Director	Chairman	Yes
Mr. Tapan Shah	Non- Executive Independent Director	Member	Yes
Ms. Anita Bhartia	Non- Executive Director	Member	Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the
following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified in
such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the board of directors their appointment and
removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working
under Chairmanship of Ms. Diksha Maheshwari. The Committee is governed by a Charter, which is in line with
the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time
with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March
31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders’ Relationship Committee held on 29.05.2024
Ms. Diksha Maheshwari	Non- Executive Independent Director	Chairperson	Yes
Ms. Anita Bhartia	Non- Executive Director	Member	Yes
Mr. Sajan Bhartia	Whole Time Director	Member	Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company
had no share transfers pending as on March 31, 2025.

Ms. Muskan Kachhawaha, Company Secretary and Compliance Officer of the Company.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and Individual
Directors. The entire Board carried out performance evaluation of each Independent Director excluding the
Independent Director being evaluated. The evaluation was done after taking into consideration inputs received
from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees
were mainly based on Disclosure of Information, Key functions of the Board and Committees,
Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including
the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time
and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors,
Chairman of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act
2013 and rules framed there under for the year ended 31^st March 2025. Therefore, the provisions of Corporate
Social Responsibility are not applicable to the Company during the period.

21. AUDITORS:

i. Statutory Auditors:

J C Kabra & Associates Chartered Accountants (Firm Registration No. 115749W), were re-appointed as the
Statutory Auditors at the Third Annual General Meeting of the Company held in 2020, for a period of five
years i.e., from financial year 2020-21 to financial year 2024-25, to hold office till the conclusion of the Eight
Annual General Meeting of the Company.

Accordingly, J C Kabra & Associates would be completing their second term as the Statutory Auditors of the
Company at this Annual General Meeting. Upon recommendation of the Audit Committee, the Board of
Directors of the Company at their Meeting held on September 04, 2025, have recommended, the appointment
of M/s. Dinesh Jain & Co, (Firm Registration Number: 102601W), as the Statutory Auditors of the Company.
M/s. Dinesh Jain & Co have confirmed their eligibility for appointment under Section 139 read with Section
141 of the Companies Act, 2013. M/s. Dinesh Jain & Co will hold office for a period of 5 (five) consecutive
years from the conclusion of the ensuing Eight Annual General Meeting of the Company till the conclusion of
the Thirteenth Annual General Meeting subject to the approval by the Shareholders at the ensuing Annual
General Meeting

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed H. Maheshwari &
Associates., a firm of Company Secretaries in Practice (CP No. 10245), to undertake the Secretarial Audit of
the Company for the F.Y. 2024-25.

Further, the Company has reappointed H. Maheshwari & Associates, a firm of Company Secretaries in
Practice (CP No. 10245), for the financial years 2025-26 and 2026-27, as approved by the Board of Directors
at its meeting held on May 29, 2024.

The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the
Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the
applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act,
2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Director’s, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s.
Dinesh Jain & Co, (Firm Registration Number: 102601W). Chartered Accountants, Mumbai as the Internal
Auditors of your Company for the financial year 2024-25. The Internal Auditor conducts the internal audit of
the functions and operations of the Company and reports to the Audit Committee and Board.

Further, the Company has appointed M/s Chandak Agrawal & Co., (Firm Registration Number: 135067W),
Chartered Accountants, for the financial years 2025-26 and 2026-27, as approved by the Board of Directors at
its meeting held on September 05, 2025.

22. AUDITOR’S REPORT:

The Statutory Auditor’s Report does not contain any qualifications, reservations or adverse remarks. The
Auditor’s Report and Secretarial Auditor’s Report do not contain any qualifications, reservations, or adverse
remarks impacting on financial or compliance controls. The Report of the Auditors is given as an Annexure,
which forms part of this report.

The Statutory Auditor''s Report & Secretarial Auditor''s Report does not include any qualifications,
reservations, or adverse remarks. The Reports of the Statutory Auditor and Secretarial Auditor are given as an
Annexure, which forms part of this report.

23. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company
has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide
adequate safeguards against victimization of persons who may use such mechanism. The functioning process
of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms
part of this Annual Report. The said Policy is available on Company’s website at https://mishindia.com/.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. Dinesh
Jain & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and
functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half
yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their
consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by
the Company, work performed by the internal, statutory and secretarial auditors and external consultants and
the reviews performed by management and the relevant board committees, including the audit committee, the
board is of the opinion that the Company’s internal financial controls were adequate and effective during the
financial year 2024-25

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and
business risks involved in its business as part of its risk management policy. Your Company also takes all
efforts to train its employees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

During the period under review, Mish Designs Limited was listed on the SME Platform of the BSE Limited. It
has paid the Annual Listing Fees for the year 2025-26 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by
the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings
of the Board of Directors and General Meetings.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available
on its website www.mishindia.com

29. *PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 1,37,640/-

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25:
-52.21%

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 19

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the
Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of 1,00,00,000 / - per annum during the period
under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

30. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are
available on its website https://mishindia.com/

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not
energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall
consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is
absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Income in Foreign Currency - 58,75,373.13.

32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the
financial statements.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related
parties. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not
entered into any contract / arrangement /transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions. The details of the
related party transactions as required under Indian Accounting Standard (IND-AS) - 24 are set out in Note to
the financial statements forming part of this Annual Report.

34. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

35. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of
Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading
Code is to set framework, rules and procedures which all concerned persons should follow, while trading in

listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the
Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”)
in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available
on the Company’s website https://mishindia.com/

36. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary
course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the
Act. There were no materially significant transactions with the related parties during the FY which were in
conflict with the interest of the Company.

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations in future.

38. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a productive environment for all its employees at various levels
in the organization, free of sexual harassment and discrimination based on gender. The Company has
framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules made
thereunder (“POSH Act”). The policy is available on website on company https://mishindia.com/

The Company has also set up Internal Complaints Committee(s) (‘ICCs’) for each workplace, which is in
compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual
harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its
jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender
sensitization. No pending complaints to be resolved for the financial year under review.

40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and

supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

41. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as of March 31, 2025.

Male Employees: 12

Female Employees: 7

Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.

42. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business
results. With regular communication and sustained efforts, it is ensuring that employees are aligned on
common objectives and have the right information on business evolution.

43. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies
which have listed their specified securities on SME Exchange from compliance with corporate governance
provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the
Company is exempted from compliance with Corporate Governance requirements, and accordingly the
reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company.

44. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge
and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures.

ii. 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 the
Company at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

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

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

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated
throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is applicable for the financial year ended March 31, 2025.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules
2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory
obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported
in the Annual Return of the company.

47. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis
describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking
statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from
those either expressed or implied in the statement depending on the circumstances.

48. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

49. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received
from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service
by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one
of them.

Registered Office: By Order of The Board of Directors

Gala No. 4, Gulati Industries, Hattibaug FOR MISH DESIGNS LIMITED

Love Lane, Mazgaon, Mumbai City _Sd/-

Maharashtra, India, 400010 Kaushal Goenka

Tel: [phone], (Managing Director)

CIN: U74999MH2017PLC302175 DIN: 02446587

Website: https://mishindia.com/

^Email: [e-mail] Sajan Bhartia

(Whole Time Director)
DIN:07967810
Mumbai, Thursday, September 04, 2025

---

Mar 31, 2024

Your Directors take pleasure in presenting their Seventh Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2024 and the previous financial year ended March 31, 2023 is given below:

			(? in lacs)
	Particulars	31-Mar-24	31-Mar-23
	Total Income	1319.47	1,111.95
	Less: Expenditure	1201.83	1021.59
	Profit before Depreciation and tax	117.64	90.36
	Less: Depreciation	7.82	11.40
	Profit before Tax and Extraordinary item	109.82	78.96
	Provision for Taxation	28.55	18.81
	Extraordinary item	-	8.95
	Profit after Tax and Extraordinary item	81.27	51.20
	Other Comprehensive Income	-	-
	Totai Comprehensive Income	-	-
	Earnings Per Share (FV of Rs.10/- per share)
	(1) Basic	2.90	4.73
	(2) Difuted	2.90	4.73

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 1319.47 lacs for the year ended March 31, 2024 as against ? 1,111.95 lacs in the previous year. The Company made a net profit of ? 81.27 lacs for the year ended March 31, 2024 as compared to the net profit of ? 51.20 lacs in the previous year.

3. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT. 2013

The Board lias decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recoimnend any dividend for year ended March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The Authorised Share Capital of the Company was increased from existing Rs. 25,00,000/- (Rupees Twenty Five Lakh only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity Shares of Rs. 10/-(Rupees Ten only) each to Rs. 3,00,00,000 (Rupees Three Crore only) divided into 29,00,000 (Twenty Nine Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,00,000 (One Lakh) Preference Shares of Rs. 10/-(Rupees Ten only) each/- pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on February 27, 2023.

The Authoried Share Capital of the Company was increased from Rs. 3,00,00,000/- (Rupees Three Crores Only) divided into 29,00,000 (Twenty Nine Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh)Preference Shares of Rs. 10/- (Rupees Ten Only) each to Rs.3,40,00,000/- (Rupees Three Crores Forty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 4,00,000 (Four Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and consequential Alteration in the Capital Clause of the Memorandum of Association and was approved by shareholders in the meeting held on 21^st June, 2024

Company has appointed M/s Kfin Technologies Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as Annexure III”.

9. CHANGE IN NATURE OF BUSINESS. IF ANY

There has been no change in nature of business of the Company during the FY under review.

10. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Fonn DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from H Maheshwari & Associates., Practicing Company Secretary is annexed to the Board’s Report as “Annexure IV”.

11. SUBSIDIARY/ JOINT VENTURE/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

12. MATERIAL CHANGES AND COMMITMENTS

The Company has obtained the status of being listed on BSE SME Platform with effect from November 07, 2023. The Company managed to raise ? 976.00 Lakhs by initial public offer of 8,00,000 equity shares of ? 10 each through its prospectus dated October 25, 2023. Further stakeholder may find the Prospectus though link:

https://mislhndia.com/investor-relations/

Listing on Stock Exchanges:

The Company has obtained the status of being listed on BSE SME Platform with effect from November 07, 2023. The Company managed to raise ? 976.00 Lakhs by initial public offer of 8,00,000 equity shares of ? 10 each through its prospectus dated October 25, 2023. Further 8,00,000 Equity Shares of face value of Rs. 10/- each were available under the Offer, at Issue Price of Rs. 122. The Offer opened for subscription on October 31, 2023 and closed on November 02, 2023. The Equity shares of Mish have been listed on BSE SME Platform on November 07, 2023.

The above were the material changes and commitments affecting the financial position of the company winch have occurred during the period under review.

13. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at https://mishindia.com/investor-relations/

14. CHANGE IN SHARE CAPITAL:

The Authorised Share Capital of the Company was increased from existing Rs. 25,00,000/- (Rupees Twenty Five Lakh only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity Shares of Rs. 10/-(Rupees Ten only) each to Rs. 3,00,00,000 (Rupees Three Crore only) divided into 29,00,000 (Twenty Nine Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,00,000 (One Lakh) Preference Shares of Rs. 10/-(Rupees Ten only) each/- pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on February 27, 2023.

During the period under review and as on the date of this report following changes took place in the Authoried Share Capital of the Company was increased from Rs. 3,00,00,000/- (Rupees Three Crores Only) divided into 29,00,000 (Twenty Nine Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh)Preference Shares of Rs. 10/- (Rupees Ten Only) each to Rs.3,40,00,000/- (Rupees Three Crores Forty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 4,00,000 (Four Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and consequential Alteration in the Capital Clause of the Memorandum of Association and was approved by shareholders in the meeting held on 21^st June, 2024.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company''s business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries. Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review. Two (2) new Independent Directors viz. Tapan Shah and Dikslia Maheshwari were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:i. Change in Directors

During the period under review and as on the date of this report following are the changes that took place in the Board Structure:

(1) The Board at its meeting held on May 02^nd 2023, appointed Ms. Anita Bhartia (DIN: 09338148), as a NonExecutive Director which was approved by Shareholders in Extra Ordinary General Meeting of the Company.

(2) The Board at its meeting held on July 24^th 2024, Ms. Diksha Maheshwari (DIN: 10200518) and Mr. Tapan Rajiv Shah (DIN: 03059034) were appointed as Non - Executive Independent Director of the Company.

(3) Mr. Kaushal Goenka (DIN: 02446587) was Re-designated as Chairman and Managing Director of the company w.e.f 24^th July 2023.

(4) Mr. Sajan Bhartia (DIN: 07967810) was Re-designated as Whole time director of the company w.e.f 24* July 2023.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjay Kumar Bhartia, Whole Time Director of the Company, retires by rotation and offers himself for reappointment.

The brief resume of Mr. Sanjay Kumar Bhartia, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company lias received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 25^th March. 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. Kev Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mr. Kaushal Mahesh Goenka (Managing Director)

b) Mr. Sajan Kumar Bhartia (Whole time Director and Chief Financial Officer)

c) Mrs. Muskan Kachliawaha ( Company Secretary w.e.f 29th May, 2024)

Following were changes in the Key Managerial Personnel during the year;

a) Ms. Kruti Parekli (Company Secretary w.e.f 11^th July, 2023 up to 27^th December, 2023).

b) Ms. Saloni Kacchawaha (Company Secretary w.e.f 27^th December, 2023 upto 30^th April 2024).

c) Mrs. Muskan Kachliawaha (Company Secretary w.e.f 29th May, 2024)

d) Mr. Kaushal Goenka (DIN: 02446587) was Re-designated as Chairman and Managing Director of the company w.e.f 24^th July 2023.

e) Mr. Sajan Bhartia (DIN: 07967810) was Re-designated as Whole time director of the company w.e.f 24* July 2023.

17. BOARD MEETINGS:

The Company held Nine (9) meetings of its Board of Directors during the year on May 02, 2023, July 24, 2023, July 31, 2023, August 04, 2023, October 25, 2023, November 03, 2023, November 14, 2023, December 27, 2023 and 26^th February 2024.

18. COMMITTEES OF THE BOARD:(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted on August 04, 2023 under the Chairmanship of Mr. Tapan Shah. After constitution the committee met Three (3) times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			04.08.2023	25.10.2023	14.11.2023
Mr. Tapan Shah	NonExecutive -Independent Director	Chairman	Yes	Yes	Yes
Ms. Diksha Maheshwari	NonExecutive -Independent Director	Member	Yes	Yes	Yes
Mr. Kaushal Goenka	Managing Director	Member	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted on August 04, 2023 under the Chairmanship of Ms. Dikslia Maheshwari. After constitution the committee met once with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on 04.08.2023
Ms. Dikslia Maheshwari	Non- Executive Independent Director	Chairman	Yes
Mr. Tapan Shah	Non- Executive Independent Director	Member	Yes
Ms. Anita Bhartia	Non- Executive Director	Member	Yes

The tenns of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recoimnend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recoimnended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recoimnend to the board of directors their appointment and removal.

• Whether to extend or continue the tenn of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Recoimnend to the board, all remuneration, in whatever fonn, payable to senior management.

The Company has fonnulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Ms. Diksha Maheshwari. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders’ Relationship Committee held on 04.08.2023
Ms. Diksha Maheshwari	Non- Executive Independent Director	Chairperson	Yes
Ms. Anita Bhartia	Non- Executive Director	Member	Yes
Mr. Sajan Bhartia	Whole Time Director	Member	Yes

The tenns of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no

share transfers pending as on March 31, 2024.

Ms. Muskan Kachhawaha, Company Secretary and Compliance Officer of the Company, w.e.f. 29* May, 2024.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information. Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31^st March 2024. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period.

21. AUDITORS:i. Statutory Auditors:

The Board lias re-appointed M/s J. C. Kabra and Associates, Chartered Accountants as the statutory auditors of the Company for term of five consecutive years, from the conclusion of 3^rd Annual General Meeting, held in 2020 till the conclusion of the 8^th Annual General Meeting to be held in the year 2025, as approved by shareholders of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company lias appointed H Maheshwari & Associates., a firm of Company Secretaries in Practice (CP No. 10245), to undertake the Secretarial Audit of the Company for the F.Y. 2023-25. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Director’s, based on the recoimnendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. Dinesh Jain & Co, (Finn Registration Number: 102601W). Chartered Accountants, Mumbai as the Internal Auditors of yom Company for the financial year 2023-25. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

22. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks. Report of the Auditors are given as an Annexure which forms part of this report.

23. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company lias adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism lias been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Company’s website at https://misliindia.coni/.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board lias appointed M/s. Dinesh Jain & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recoimnend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

During the period under review, Mish Designs Limited was listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

28. * PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs 2,88,000

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2023-24 : Not Applicable

c) Number of permanent employees on the rolls of the Company as on March 31, 2024: 47

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of 1,00,00,000 / - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company lias adopted following policies which are available on its website https://misliindia.com/

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Income in Foreign Currency - 1,10,60,905.

31. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details of the related party transactions as required under Indian Accounting Standard (IND-AS) - 24 are set out in Note to the financial statements forming part of this Annual Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company lias formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company lias also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website https://misliindia.com/

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

37. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Coimnittee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company lias in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Coimnittee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

39. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on coimnon objectives and have the right information on business evolution.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

41. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

42. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. 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 the Company at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

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

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

43. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.