Mrugesh Trading Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors pleased to present the 41^st Annual Report on the Business and Operations of the
Company together with the Audited Financial Statement for the Financial Year ended on 31^st March,
2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for
the previous financial year ended on 31^st March, 2024 is given below:

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	2024.29	0.00
Other Income	0.00	0.00
Total Revenue	2024.29	0.00
Total Expenses	1983.69	1.66
Profit / Loss before Exceptional and Extra- Ordinary Items and Tax Expenses	40.61	-1.66
Add / Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	40.61	-1.66
Less: Tax Expense
Current Tax	0.61	0.00
Deferred Tax	0.00	0.00
Profit / Loss for the Period	34.60	-1.66
Earnings Per Share (EPS)
Basis	1.41	-0.68
Diluted	1.41	-0.68

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 2024.29 Lakhs compared to the total revenue of Rs.
Nil in previous Financial Year. The Company has incurred profit before tax for the Financial Year
2024-25 of Rs. 40.61 Lakhs as compared to Loss before tax of Rs. 1.66 Lakhs of previous Financial
Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 34.60 Lakhs as against Net Loss after
tax of Rs. 1.66 Lakhs of previous Financial Year. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

5. SHARE CAPITAL:

A. Authorised Share Capital:

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 90,25,00,000/-
Rupees Ninety Crore Twenty-Five Lakhs Only) divided into 9,02,50,000 (Nine Crores Two
Lakhs Fifty-Thousand only) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each
of the Company.

During the year under review, the Company has increased it Authorised Share capital from
Existing Rs. 24,50,000 (Rupees Twenty-Four Lakhs Fifty Thousand only) divided into
2,45,000 (Two Lakhs Forty-Five Thousand only) Equity Shares of Rs. 10.00/- each to Rs.
90,25,00,000/- (Ninety Crores Twenty-Five Lakhs only) divided into 9,02,50,000 (Nine
Crores Two Lakhs Fifty-Thousand only) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each
of the Company and consequent alteration of Memorandum of Association of the Company
which was approved in 40^th Annual General Meeting held on June 21, 2024.

B. Paid-up Share Capital:

The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 24,50,000/- (Rupees
Twenty-Four Lakhs Fifty Thousand Only) divided into 24,50,000 (Twenty-Four Lakhs Fifty
Thousand Only) Equity Shares of Re. 1.00/- (Rupee One Only).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund.

7. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit
and loss account of the Company under Reserves and Surplus.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company''s website at www.mrugeshtrading.in.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED DURING AND BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT:

A. Approval of Split/ Sub-division of Equity Shares:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face
value of Rs. 10.00/- each to face value of Re. 1.00/- each in the Extra-ordinary General
Meeting held on 18^th April, 2025, and Stock exchange has approved on 5^th May, 2025 and
Trading of Equity Shares has been resumed w.e.f. 16^th May, 2025. Consequently, altered the
Authorised Share Capital of Equity and Paid-up Share Capital of Equity in the following
manner:

A. The authorized share capital of the Company is Rs. Rs. 90,25,00,000/-Rupees Ninety Crore
Twenty-Five Lakhs Only) divided into 9,02,50,000 (Nine Crores Two Lakhs Fifty-Thousand
only) Equity Shares of Re. 1.00/- (Rupees One Only) each.

B. The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 24,50,000/-
(Rupees Twenty-Four Lakhs Fifty Thousand Only) divided into 24,50,000 (Twenty-Four
Lakhs Fifty Thousand Only) Equity Shares of Re. 1.00/- (Rupee One Only).

B. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY SHARES:

During the year under review, The Board of Directors, at their meeting held on 29^th July, 2024
allotted 7,20,00,000 (Seven Crore Twenty Lakhs) Warrants at a Warrant Subscription Price
of ^2.5/- (Indian Rupees Two and Fifty paise only) per Warrant (i.e. at least 25% of the
Warrant Issue Price of ^10.00/- (Indian Rupees Ten only) Per Warrant having ^10.00 face
value), aggregating to ^18,00,00,000/- (Rupees Eighteen Crores only).

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company''s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 13 (Thirteen) times viz. 13^th April,
2024, 19th April, 2024, 24* May, 2024, 19* June, 2024, 21st June, 2024, 19* July, 2024, 29* July, 2024,
13^th August, 2024, 23^rd August, 2024, 13^th November, 2024, 1^st February, 2025, 12^th February, 2025
and 24^th March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there are no material departure from the same;

b. The Directors had 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 financial year and of the loss of the Company for
the financial year ended on 31^st March, 2025.

c The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had 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 are operating effectively and

f The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate
Social Responsibility.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides the Company''s current working and future outlook as per "Annexure -1".

15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY. ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

16. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with its provisions and is in compliance with the same.

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure
smooth operations and effective management control. The Audit Committee also reviews the
adequacy of the risk management frame work of the Company, the key risks associated with the
business and measures and steps in place to minimize the same.

18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of
the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors
and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between the
Board and the Management, and the openness of the Management in sharing strategic information to
enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
the Directors individually as well as evaluation of the working of the Board by way of individual
feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.

19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL
CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material
weaknesses in the design or operations were observed. The Statutory Auditors of the Company also
test the effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that these
systems provide reasonable assurance that our internal financial controls are designed effectively
and are operating as intended.

During the year, no reportable material weakness was observed.

20. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board''s Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section
186 of the Companies Act, 2013 are provided in the financial statement.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, Company has not entered in any Related Party Transactions.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line
with Regulation 23 of the Listing Regulations, which is available on the website of the Company at
http://www.mrugeshtrading.in/.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit
Committee undertakes quarterly review of related party transactions entered into by the Company
with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act,
the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in
nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The
transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit
Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

23. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors
and employees to report concerns about unethical behavior, actual or suspected fraud or
violation of Company''s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review
and sign the policy at the time of joining and an undertaking shall be given for adherence to
the Policy. The objective of the Policy is to conduct the business in an honest, transparent and
in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption
practices by the employees of the Company.

24. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	0.00
2.	Received during the year	1,800
3.	Balance of the profit/loss beginning of the year	(22.87)
4.	Current Year''s Profit / (Loss)	34.61
5.	Other Comprehensive Income	0.00
Total		1,811.74

25. CONSERVATION OF ENERGY, TECHNLOGY, ASBSORPOTION¦ FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is
not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2024-25;

	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil
d.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company
has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024¬
25.

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to
financial statement.

28. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Arpit Piyushbhai Shah1	Managing Director	08311352
2.	Mr. Ajith Dashrathji Thakor2	Non-Executive Director	10218830
4.	Ms. Swati Jain	Independent Director	09436199
5.	Mr. Rajiv Jugalkishor Agrawal3	Managing Director and CFO	01659197
6.	Mr. Jugarkishore Ramkishan Agrawal4	Whole-time Director	01659211
7.	Ms. Priyanka Singhal	Independent Director	10329378
8.	Mr. Peeyush Shetia	Independent Director	09850692
9.	Ms. Pooja Manthan Patel	Company Secretary	CHDPD9284R
10.	Ms. Twinkle Bhardwaj	Company Secretary	CCZPB5552R

¹ Mr. Arpit Piyushbhai Shah has appointed as a Managing Director of the company w.e.f. 19^th April, 2024 and has appointed as a Chief
Financial Officer w.e.f. 24^th May, 2024.

²Â¦ Mr. Ajit Dashrathji Thakor has appointed as Non-Executive Director w.e.f 19^th April, 2024.

³Â¦ Mr. Rajiv Jugalkishor Agrawal has resigned as a Managing Director and Chief Financial Officer w.e.f 24^th May, 2024.

⁴ Ms. Swati Jain has appointed as a Non-Executive and Independent Director w.e.f 24^th May, 2024.

⁵. Mr. Jugalkishore Ramkishan Agrawal, has resigned as a Whole-time Director w.e.f 19^th June 2024.

⁶ Ms. Priyanka Singhal has resigned as Non-Executive Independent Director w.e.f 19^th June, 2024.

⁷• Ms. Peeyush Shethia has appointed as a Non-Executive Independent Director w.e.f. 19^th June, 2024.

⁸ Ms. Twinkle Bhardwaj has appointed as Company Secretary and Compliance Officer w.e.f 1^st May, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2024-25 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Swati Jain, and Mr. Peeyush Shethia Independent Directors of the Company has confirmed to the
Board that he meets the criteria of Independence as specified under Section 149 (6) of the
Companies Act, 2013 and he qualifies to be an Independent Director. He has also confirmed that he
meets the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted
by the Board.

30. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10.00/- Crores and Turnover is less than Rs.
25.00/- Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the compliance with the corporate governance provisions as
specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para
C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not
form part of this Board''s Report.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

32. AUDITORS AND THEIR REPORTS:

A. Statutory Auditor:

M/s. J. Singh & Associates, Chartered Accountants, Mumbai, bearing firm registration number
110266W were appointed as the Statutory Auditors of the Company for the period of 5 (Five)
consecutive years from the conclusion of 40^th Annual General Meeting held in the year 2024 till
the conclusion of 44^th Annual General Meeting of the Company to be held in the year 2028.

The Auditors have also furnished a declaration confirming their independence as well as their
arm''s length relationship with your Company as well as declaring that they have not taken up any
prohibited non-audit assignments for your Company. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the Audit Process.

The Auditor''s report for the Financial Year ended 31^st March, 2025 has been issued with an
unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Ms. Monikan Sekhawat, Proprietor of M/s. Monika Sekhawat & Associates, Company
Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for
the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as "Annexure -
II" in Form MR-3.

33. DISCLOSURES

A. Composition of Audit Committee as on Date of Report:

During the year under review, meetings of members of the Audit committee as tabulated below, was
held on, 24^th May, 2024, 29^th July, 2024, 13^th August, 2024, 13^th November, 2024 and 12^th February,
2024 the attendance records of the members of the Committee are as follows:

Name	Designation	Nature of Directorship
Ms. Swati Jain	Chairperson	Non-Executive and Independent Director
Mr. Peeyush Shetia	Member	Non-Executive and Independent Director
Mr. Ajit Dashrathji Thakor	Member	Non-Executive Director

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Stakeholders'' Relationship Committee as on Date of Report:

During the year under review, meetings of members of Stakeholders'' Relationship committee as
tabulated below, was held on, 24^th May, 2024 the attendance records of the members of the
Committee are as follows:

Name	Designation	Nature of Directorship
Mr. Ajit Dashrathji Thakor	Chairman	Non-Executive Director
Mr. Peeyush Shetia	Member	Non-Executive and Independent Director
Ms. Swati jain	Member	Non-Executive and Independent Director

C. Composition of Nomination and Remuneration Committee as on Date of Report:

During the year under review, meetings of members of Nomination and Remuneration committee as
tabulated below, was held on 19^th April, 2024, 24^th May, 2024, 19^th June, 2024, and 1^st February, 2025
the attendance records of the members of the Committee are as follows:

Name	Status	Category
Ms. Swati Jain	Chairman	Non-Executive and Independent Director
Mr. Peeyush Shetia	Member	Non-Executive and Independent Director
Mr. Ajit Dashrathji Thakor	Member	Non-Executive Director

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder
during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

35. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The
Company has established connectivity with both the Depositories i.e. National Securities Depository
Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the Demat activation
number allotted to the Company is ISIN: INE738D01029. Presently shares are held in electronic and
physical mode.

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review

37. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and
accordingly such accounts and records are not required to be maintained.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the
name of the company under the Insolvency and Bankruptcy Code, 2016.

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The Company''s
Policy on director''s appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under Section 178 (3) of
the Act is available on the website of the Company at www.mrugeshtrading.in.

40. STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a
detailed write up and explanation about the performance of the Company.

41. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Monday, 29^th July, 2024, the
performances of Executive and Non-Executive Directors were evaluated in terms of their
contribution towards the growth and development of the Company. The achievements of the
targeted goals and the achievements of the expansion plans were too observed and evaluated, the
outcome of which was satisfactory for all the Directors of the Company.

42. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT
AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions,
Suppliers, Customers and other business associates who have extended their valuable sustained
support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and

appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of,

252, Swantraveer Savarkar Rashtriya Smarak,Veer Mrugesh Trading Limited

Savarkarmarg, Next to Mayer Banglow, Shivaji Park,

Mumbai City, Mumbai, Maharashtra, India - 400 028

Corporate Office:

Office No. 704 Shilp Zaveri, Nr. Shyamal Cross Road
Satelite, Jodhpur Char Rasta, Ahmedabad, Ahmadabad City,

Gujarat, India - 380 015

Sd/- Sd/-

Ajit Thakor Arpit Piyushbhai Shah
Place: Ahmedabad Director Managing Director

Date: 6^th September, 2025 DIN: 10218830 DIN: 08311352

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report together with the Audited Balance Sheet as at 31st March, 2014 and the Profit & Loss Account of the Company for the year ended on that date.

FINANCIAL RESULTS:

During the year under review, the Company has earned a net profit of Rs. 75,164/- from which is deducted the Provision for Taxation for current year of Rs. 10,000/-, short provision for taxation for earlier year of Rs.18,074/- and From which is deducted the debit balance brought over from earlier years amounting to Rs. 798,683/- leaving a net debit balance of Rs. 751,593/- which your Directors propose to carry over to next year.

DIVIDEND:

In view of the inadequacy of Profits and to strengthen the financial position of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTOR:

Mr. Sushil Kumar Lunia retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Navneet Dammani was appointed as an Additional Director designated as an Independent Director with effect from 25th August, 2014, and he shall hold office upto the date of the ensuing Annual General Meeting, The Company has received requisite notice in writing from a Member proposing Mr. Navneet Dammani for the appointment as an Independent Director,

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Krishna Jaisingh Jam was appointed as an Additional Director designated as an Independent Director with effect from 25th August, 2014, and she shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing Mrs. Krishna Jaisingh Jain for the appointment as an Independent Director,

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under Subsection (6) of Section 149 of the Companies Act, 2013, and under Clause 49 of the List ing Agreement with the Stock Exchanges.

The Report of the Auditors'' of the Company is self explanatory and does not require any further clarification.

AUDITORS:

M/s, LG. Naik & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. We recommend their re-appointment.

The Company has received a Letter from M/s. 1. G. Naik & Co., to the effect that their reappointment, if made, would be within the prescribed limits u/s 141 (3) (g) of the Companies Act, 2013, and that they are not disqualified for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed;

i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had 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 at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) that the Directors had taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

INVESTOR SERVICES CENTRE:

The securities of your Company are listed in Mumbai Stock Exchange. The Investor Services Centre of the Company is with M/s. Sharex Dynamic (India) Pvt. Ltd., Unit No. 1, Luthra Industrial Premises, Andheri Kuria Road, Safed Pool, Andheri (Bast), Mumbai - 400 072, who continue to provide prompt Investor Services through Quick Resolution of investor grievances.

Your Company''s shares are tradable in electronic form and your Company has established connectivity will both the depositories viz. National Securities Depository Ltd, (NSDL) and Central Depository Services (India) Ltd. (CDSL). Shareholders of the Company are requested to avail this facility of keeping their holdings in electronic form in their respective Demat Account in order to facilitate easy transfer of shares,

PARTICULARS PRESCRIBED UNDER SECTION 2l7(1)(e) OF THE COMPANIES ACT:

Information pursuant to Section 217(1)(e) regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company in absence of any manufacturing activity.

PARTICULARS OF EMPLOYEES:

The particulars of employees under section 217(2A) of the Companies Act, 1956 are not given as no employee was in receipt of remuneration exceeding the limit specified in Rule IA of the Companies (Particulars of Employees Rules, 1975) as amended from time to time whether employed for the full year or for part of the year.



Registered Office:

Warden House 340, J.J. Road Byculla Mumbai 400 008

Suresh P. Upadhyay Sunil Y. Surve Dated: 25th August, 2014 Director Director

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Sixth Annual Report together with the Audited Balance Sheet as at 3 1st March. 2010 and the Profit & Loss Account of the Company for the year ended on that date.

FINANCIAL RESULTS:

During the year under review, the Company has suffered a loss of Rs. 15,175/- to which is added the Provision for Taxation of Rs.8.500/- for current year, and the debit balance brought over from earlier years amounting to

Rs.947,181/- and from which is deducted the excess provision for tax tor earlier years of Rs.2.053/- leaving a debit balance of Rs.968.803/- which your Directors propose to carry over to next year.

DIRECTOR:

Mr. Suresh P. Upadhyay retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS REPORT:

The Report of the Auditors of the Company is self explanatory and does not require any further clarification.

DIVIDEND:

In view of the inadequacy of Profits and to strengthen the financial position of the Company, your Directors do not recommend payment of any dividend for the year.

AUDITORS:

M/s. L.G. Naik & Co.. Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. We recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed;

i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

iii) that the Directors had taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

PARTICULARS PRESCRIBED UNDER SECTION 2]7(1 )(e) OF THE COMPANIES ACT:

Information pursuant to Section 217(l)(e) regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company in absence of any manufacturing activity.

PARTICULARS OF EMPLOYEES:

The particulars of employees under section 2I7(2A) of the Companies Act. 1956 are not given as no employee was in receipt of remuneration exceeding the limit specified in Rule 1A of the Companies (Particulars of Employees Rules. 1975) as amended from time to time whether employed for the full year or for part of the year.

Registered Office:

Warden House

340, J.J. Road Byculla

Mumbai 400 008.

Dated: 28 JUL 2010 DIRECTOR DIRECTOR