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Mihika Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 11.90 Cr. P/BV 0.54 Book Value (Rs.) 21.98
52 Week High/Low (Rs.) 21/7 FV/ML 10/1 P/E(X) 138.37
Bookclosure 30/09/2024 EPS (Rs.) 0.09 Div Yield (%) 0.00
Year End :2026-03 

Your directors pleased to present the 43rd Annual Report on the Business and Operations of the Company
together with the Audited Financial Statement for the Financial Year ended on 31st March, 2026.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31st March, 2026 and for the
previous financial year ended on 31st March, 2025 is given below:

Particulars

Financial Year
2025-26

Financial Year
2024-25

Revenue from Operations

267.64

3,473.83

Other Income

57.83

60.02

T otal Revenue

325.46

3,533.85

T otal Expenses

316.84

3,522.71

Profit / Loss before Exceptional and Extra- Ordinary
Items and Tax Expenses

8.62

11.15

Add / Less: Exceptional and Extra Ordinary Items

0.00

0.00

Profit / Loss before Tax Expenses

8.62

11.15

Less: Tax Expense

Current Tax

0.00

0.00

Deferred Tax

0.00

0.00

Tax of Earlier Year

0.00

5.68

Profit / Loss for the Period

8.62

5.46

Earnings Per Share (EPS)

Basis

0.09

0.05

Diluted

0.09

0.05

2. OPERATIONS:

Total revenue for Financial Year 2025-26 is Rs. 325.46 Lakhs compared to the total revenue of Rs. 3,533.85
Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 2025-26 of
Rs. 8.62 Lakhs as compared to Profit before tax of Rs. 11.15 Lakhs of previous Financial Year. Net Profit after
Tax for the Financial Year 2025-26 is Rs. 8.62 Lakhs as against Net Profit after tax of Rs. 5.46 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 2025-26, 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 2025-26 (Previous year - NIL).

5. SHARE CAPITAL:

A. Authorised Share Capital:

The Authorised Share Capital of the Company as on 31st March, 2026 is Rs. 10,00,00,000/- (Rupees
Ten Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 10.00/- (Rupees Ten
Only).

B. Paid-up Share Capital:

The Paid-up share capital of the Company as on 31st March, 2026 is Rs. 10,00,00,000/- (Rupees Ten
Crores Only) divided into 1,00,00,000 (Ten Crores) Equity Shares of Rs. 10.00/- (Rupees Ten 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 31st March, 2026 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
https://www.mihikaindustries.co.in/.

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

• Increase in Authorised Share Capital and Alteration of the Capital clause in Memorandum of
Association of the Company.

The Board of Directors, at its meeting held on 17th July, 2026 approved the proposal for increase in the
Authorised Share Capital of the Company from the existing ^10,00,00,000 (Rupees Ten Crores only),
comprising 1,00,00,000 (One Crore) Equity Shares of ^10/- (Rupees Ten only) each, to ^100,00,00,000
(Rupees One Hundred Crores only), comprising 10,00,00,000 (Ten Crores) Equity Shares of T10/- (Rupees
Ten only) each, ranking pari passu in all respects with the existing Equity Shares of the Company, subject to
the approval of the Members of the Company at the ensuing General Meeting.

• Raising of funds by way of Right Issue

The Board of Directors, at its meeting held on 17th July, 2026 approved the proposal for raising funds
through the issuance and allotment of Equity Shares having a face value of ^10/- (Rupees Ten only) each,
for an aggregate amount not exceeding ^90 Crores (Rupees Ninety Crores only), by way of a rights issue to
the eligible equity shareholders of the Company as on the record date to be determined and notified
subsequently.

The Rights Issue shall be undertaken on such terms and conditions, including the issue price, rights
entitlement ratio, record date and other related matters, as may be determined by the Board of Directors or
a duly constituted committee thereof at a later date, subject to receipt of applicable regulatory and
statutory approvals and in accordance with the applicable provisions of law, including the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Companies Act, 2013, and the rules and regulations made thereunder, as amended from time to time.

Further, the Board has authorized the "Right Issue Committee", a sub-committee of the Board of Directors
of the Company, to decide all matters relating to the aforesaid proposed issuance of equity shares on rights
basis including finalization and approval of the detailed terms and conditions of the issue and number of
equity shares to be issued.

Further, the Board has appointed various intermediaries for the Proposed Right issue of the Company.

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 10 (Ten) times viz. 20th May, 2025, 23rd May,
2025, 6th June, 2025, 13th August, 2025, 6th September, 2025, 18th October, 2025, 12th November, 2025, 2nd
February, 2026, 4th February, 2026 and 13th February, 2026.

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 31st March, 2026 the applicable
accounting standards have been followed and there is 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
31st March, 2026.

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 - II".

15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT 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.

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, all the Related Party Transactions were entered at arm’s length basis and in the
ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing
Regulations.

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
https://www.mihikaindustries.co.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.

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of
contracts/arrangements entered with related parties in prescribed Form AOC-2, is annexed herewith as
"Annexure I” to this Report.

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

(280.48)

2.

General Reserve

4.85

3.

Current year Profit/Loss

8.62

4.

Amount of Securities Premium and other Reserves

1,463.99

Total

1,196.98

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 2025-26;

Foreign exchange earnings and outgo

F.Y. 2025-26

F.Y. 2024-25

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 2025-26.

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. Aakash Prakash Shah2

Managing Director

08843980

2.

Mr. Bipinbhai Becharbhai Prajapati3

Managing Director

11000222

3.

Mr. Aakash Prakash Shah2&9

Non-Executive and Non- Independent
Director

08843980

2.

Mr. Parth Rajeshbhai Rupareliya4

Executive Director

10703133

3.

Ms. Sweta Rasikbhai Panchal5

Non-Executive and Independent Director

10298714

4.

Ms. Nilam Makwana1

Non-Executive and Independent Director

09210336

5.

Mr. Yagnik Vasant Prajapati6

Additional Non-Executive and Non¬
Independent Director

11400573

6.

Ms. Reema Magotra7

Additional Independent Director

09804839

7.

Mr. Saurabh8

Additional Independent Director

10790325

8.

Ms. Pooja Sarkar2

Additional Independent Director

11189205

9.

Ms. Shruti12

Additional Independent Director

10310241

11.

Mr. Sudhanshu Shekhar13

Additional Independent Director

06971467

12.

Mr. Parth Rajeshbhai Rupareliya4

Chief Financial Officer

*****0413E

13.

Mr. Bipinbhai Becharbhai Prajapati4

Chief Financial Officer

*****1762B

14.

Ms. Umang Agrawal9

Company Secretary

*****3042F

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 2025-26 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. Pooja Sarkar, Ms. Shruti, & Mr. Sudhanshu Shekhar Independent Directors of the Company have confirmed
to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies
Act, 2013 and they qualify to be an Independent Director. They have also confirmed that they meet 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 not exceeding Rs. 10.00/- Crores and Turnover is not exceeding 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 S K Bhavsar & Company, Chartered Accountants, bearing (FRN:145880W) were appointed as the
Statutory Auditors of the Company for the period of 5 (Five) consecutive years from the conclusion of 41st
Annual General Meeting held in the year 2024 till the conclusion of 46th 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 31st March, 2026 has been issued with an qualified
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 Mr. Jay
Pandya, Proprietor of M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad as a Secretarial
Auditor of the Company to conduct Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as "Annexure-III" in Form
MR-3.

33. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

The report of the Statutory Auditor has not made any adverse remark in their Audit Report except:

1. We draw attention to the financial results for the quarter and year ended 31st March, 2026. During
the course of our limited review, the management has not furnished balance confirmation letters,
party-wise reconciliation statements, and age-wise analysis in respect of certain Trade Receivable
and Trade Payable balances outstanding as at 31st March, 2026. In the absence of such
confirmations and supporting reconciliations, we were unable to satisfy ourselves as to the
existence, completeness, accuracy, and recoverability of the said balances, and consequently we are
unable to determine whether any adjustments are required in respect thereof. The impact, if any, of
such adjustments on the financial results of the Company for the quarter and year ended 31st
March, 2026 is not presently ascertainable. This matter has been brought to the attention of the
Board of Directors and the Audit Committee of the Company. Our conclusion on the financial
results is not modified in respect of this matter. Further, we have not provided with satisfactory
supporting documents for completeness of valuation of inventory as on 31st March 2026 in the
financial results. Therefore, we could not generate and obtain appropriate audit evidence for the
aforesaid observations.

Reply:

The Management has taken note of the observations regarding the outstanding Trade Receivables
and Trade Payables and the supporting documentation relating to inventory valuation as at 31st
March, 2026.

The process of obtaining balance confirmations, party-wise reconciliations, age-wise analysis and
supporting documents for inventory valuation has been initiated. The Management is taking
necessary steps to strengthen the underlying processes and documentation to ensure that the
required records and supporting evidence are maintained and made available for review on a
timely basis.

The Management further assures that due care will be taken in the future to ensure completeness,
accuracy and proper reconciliation of the relevant balances and adequate supporting
documentation for inventory valuation, so as to avoid recurrence of such observations.

2. We draw attention that as required under Section 138 of the Companies Act, 2013 read with Rule
13 of the Companies (Accounts) Rules, 2014, the Company, being a listed entity, is mandatorily
required to appoint an Internal Auditor. We wish to report that the Company has not appointed an
Internal Auditor for the entire Financial Year 2025-26. This constitutes a non-compliance with the
applicable provisions of the Companies Act, 2013. The absence of an internal audit function for the
full financial year has resulted in a significant gap in the internal control framework of the
Company, which may have a bearing on the reliability and accuracy of the financial information
presented. This matter has been communicated to the Board of Directors / Audit Committee. Our
conclusion is not modified in respect of this matter.

Reply:

The Company was in the process of identifying and appointing a suitable qualified Internal Auditor
during the said period. After following a due selection and recruitment process, the Company has
appointed a qualified Internal Auditor. Accordingly, the vacancy has been duly filled and the
Company is presently in compliance with the applicable provisions of the Companies Act, 2013.

3. The Company has granted loans for which confirmations and supporting loan agreements were not
made available for verification. In the absence of such information, the accuracy, recoverability and
interest-free nature of these loans could not be verified. Accordingly, we are unable to comment on
the possible impact, if any, on the fair presentation of the company’s financial statements with
respect to assets, liabilities and interest income.

Reply:

The Company acknowledges the observation regarding non-availability of certain loan
confirmations and supporting loan agreements for verification. The Company is in the process of
strengthening its documentation and record-maintenance procedures and shall obtain and
maintain the necessary confirmations and supporting documents for all such loans.

The Management/Board is of the view that the loans are recoverable in the ordinary course of
business and that there is no material impact on the financial position of the Company arising from
the same. The Company will continue to take appropriate steps to ensure that all relevant
supporting documentation is duly maintained and made available for verification in future.

4. The documentation in respect of specific policies and procedures and the IT Controls pertaining to
internal financial controls over financial reporting are not adequate and needs to be further
strengthened

Reply:

The Management has taken note of the observation regarding the adequacy of documentation
relating to specific policies, procedures and IT controls pertaining to Internal Financial Controls
Over Financial Reporting.

The Company acknowledges the need to further strengthen and improve the existing
documentation and control framework. The Management has initiated the process of reviewing and
strengthening the relevant policies, procedures and IT controls to ensure that the same are
appropriately documented, implemented and periodically reviewed.

The Company will continue to work towards improving its internal control framework and
documentation processes and will take necessary measures to address the observations and ensure
that adequate controls are established and maintained in accordance with the applicable
requirements.

ii. Secretarial Auditor's Report:

The Board confirms that the Secretarial Audit Report issued by M/s. Jay Pandya & Associates, Company
Secretaries, for the financial year ended 31st March, 2026. The report of the Secretarial auditor has not
made any adverse remark in their Audit Report except: 3

2. The Company has not complied with the provisions of Regulation 47 of SEBI LODR Regulations
with respect to Publication of Newspaper Advertisement for the Financial Results for the Quarter
Ended 30th June, 2025 and its Reporting on to the Stock Exchange.

Reply:

The Board clarifies that the newspaper advertisements for the mentioned matter were duly
published. However, the copies were inadvertently misplaced. The Company is making efforts to
retrieve the archived copies from the respective publication houses.

3. The Company has not complied with the with the provisions of Regulation 6(1) of SEBI LODR
Regulations with respect to appointment of a Qualified Company Secretary for the Quarter(s)
Ended 30th June, 2025, 30th September, 2025 & 31st December, 2025 respectively.

Reply:

The Company was in the process of identifying and appointing a suitable qualified Company
Secretary during the said period. After following a due selection and recruitment process, the
Company has appointed a qualified Company Secretary. Accordingly, the vacancy has been duly
filled and the Company is presently in compliance with the applicable provisions of the Companies
Act, 2013.

4. The Company has not complied with the provisions of Regulation 44(3) of SEBI LODR
Regulations with submission of the voting results within the stipulated time for the
Quarter Ended 30th September, 2025.

Reply:

The Management has ensured that it shall take diligent steps for timely compliances in the
future.

34. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on
23rd May, 2025, 13th August, 2023, 12th November, 2025 and 2nd February, 2026 and 13th February, 2026 the
records of the members of the Committee for the year ended on 31st March, 2026 are as follows:

Sr. No.

Name

Status

Category

1.

Ms. Sweta Panchal2

Chairperson

Non-Executive and Independent Director

2.

Mr. Saurabh2

Chairperson

Non-Executive and Independent Director

3.

Mr. Aakash Prakash Shah3

Member

Managing Director

4.

Ms. Nilam Makwana3

Member

Non-Executive and Independent Director

5.

Mr. Parth Rajeshbhai Rupareliya3

Member

Executive Director

6.

Mr. Bipin Becharbhai Prajapati4

Member

Managing Director

7.

Ms. Reema Magotra5

Member

Non-Executive and Independent Director

1. Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Member of the Audit Committee with effect from June 6, 2025. Mr. Parth Rajeshbhai
Rupareliya (DIN: 10703133) was appointed as a Member of the Audit Committee with effect from June 6, 2025.

2. Ms. Sweta Rasikbhai Panchal (DIN: 10298714) resigned from the position of Chairperson of the Audit Committee with effect from February 2, 2026. Mr.
Saurabh (DIN: 10790325) was appointed as the Chairperson of the Audit Committee with effect from February 2, 2026.

3. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Member of the Audit Committee with effect from February 2, 2026.

4. Mr. Bipinbhai Becharbhai Prajapati (DIN: 11000222) was appointed as a Member of the Audit Committee with effect from February 2, 2026.

5. Ms. Reema Magotra (DIN: 09804839) was appointed as a Member of the Audit Committee with effect from February 2, 2026.

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

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration committee as tabulated
below, was held on, 18th October, 2025 and 2nd February, 2026 the records of the members of the Committee
for the year ended on 31st March, 2026 are as follows:

Sr. No.

Name

Status

Category

1.

Ms. Nilam Makwana1

Chairperson

Non-Executive and Independent Director

2.

Ms. Sweta Rasikbhai Panchal2

Chairperson

Non-Executive and Independent Director

3.

Mr. Saurabh2

Chairperson

Non-Executive and Independent Director

2.

Mr. Aakash Prakash Shah4

Member

Managing Director

3.

Ms. Sweta Rasikbhai Panchal2

Member

Non-Executive and Independent Director

4.

Mr. Parth Rajeshbhai Rupareliya3

Member

Executive Director

5.

Mr. Yagnik Vasant Panchal5

Member

Non-Executive & Non-Independent Director

6.

Ms. Reema Magotra5

Member

Non-Executive and Independent Director

1. Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Chairperson of the Nomination and Remuneration Committee with effect from June 6,

2025.

2. Ms. Sweta Rasikbhai Panchal (DIN: 10298714) was redesignated from Member to Chairperson of the Nomination and Remuneration Committee with effect
from June 6, 2025. She subsequently resigned from the position of Chairperson of the Nomination and Remuneration Committee with effect from February 2,

2026. Mr. Saurabh (DIN: 10790325) was appointed as the Chairperson of the Nomination and Remuneration Committee with effect from February 2, 2026.

3. Mr. Parth Rajeshbhai Rupareliya (DIN: 10703133) was appointed as a Member of the Nomination and Remuneration Committee with effect from June 6, 2025
and subsequently resigned from the Committee with effect from February 2, 2026.

4. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Member of the Nomination and Remuneration Committee with effect from February
2, 2026.

5. Mr. Yagnik Vasant Prajapati (DIN: 11400573) and Ms. Reema Magotra (DIN: 09804839) were appointed as Members of the Nomination and Remuneration
Committee with effect from February 2, 2026.

C. Composition of Stakeholder's Relationship committee:

During the year under review, meetings of members of Stakeholder’s Relationship committee as tabulated
below, was held on 6th September, 2025 and 2nd February, 2026 the records of the members of the Committee
for the year ended on 31st March, 2026 are as follows:

Sr. No.

Name

Status

Category

1.

Ms. Nilam Makwana1

Chairperson

Non-Executive and Independent Director

2.

Ms. Sweta Rasikbhai Panchal2

Chairperson

Non-Executive and Independent Director

3.

Mr. Saurabh2

Chairperson

Non-Executive and Independent Director

2.

Mr. Aakash Prakash Shah4

Member

Managing Director

3.

Ms. Sweta Rasikbhai Panchal2

Member

Non-Executive and Independent Director

4.

Mr. Parth Rajeshbhai Rupareliya3

Member

Executive Director

5.

Mr. Yagnik Vasant Panchal5

Member

Non-Executive & Non-Independent Director

6.

Ms. Reema Magotra5

Member

Non-Executive and Independent Director

1. Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Chairperson of the Stakeholders' Relationship Committee with effect from June 6, 2025.

2. Ms. Sweta Rasikbhai Panchal (DIN: 10298714) was redesignated from Member to Chairperson of the Stakeholders' Relationship Committee with effect from
June 6, 2025. She subsequently resigned from the position of Chairperson of the Stakeholders' Relationship Committee with effect from February 2, 2026. Mr.
Saurabh (DIN: 10790325) was appointed as the Chairperson of the Stakeholders' Relationship Committee with effect from February 2, 2026.

3. Mr. Parth Rajeshbhai Rupareliya (DIN: 10703133) was appointed as a Member of the Stakeholders' Relationship Committee with effect from June 6, 2025 and
subsequently resigned from the Committee with effect from February 2, 2026.

4. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Member of the Stakeholders' Relationship Committee with effect from February 2,
2026.

5. Mr. Yagnik Vasant Prajapati (DIN: 11400573) and Ms. Reema Magotra (DIN: 09804839) were appointed as Members of the Stakeholders' Relationship
Committee with effect from February 2, 2026.

35. 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

36. 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: INE779Q01017. Presently shares are held in electronic and physical mode.

37. 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

38. 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.

39. 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.

40. 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.mihikaindustries.co.in

41.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.

42. 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, 20th January, 2025, 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.

43. 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.

44. 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,

ASO- 432 on the 4th (Fourth) Floor at Rajarhat It Mihika Industries Limited

Park Ltd, at Plot No- 2C/I, Action Area II C,

RAJARHAT, New Town, Kolkata, North 24 Parganas,

North 24 Parganas, North 24 Parganas, West Bengal,

India - 700 161

Corporate Office:

F-607, Titanium City Centre, Near Sachin Tower,

Satellite, Jodhpur Char Rasta, Ahmedabad,

Ahmadabad City, Gujarat, India - 380 015 Sd/- Sd/-

Yagnik Vasant Prajapati Bipinbhai Becharbhai Prajapati

Place: Ahmedabad Director Managing Director

Date: 17th July, 2026 DIN: 11400573 DIN: 11000222

1

Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Non-Executive and Independent Director of the Company with effect from June 6, 2025.

2. The designation of Mr. Aakash Prakash Shah (DIN: 08843980) was changed from Managing Director to Non-Executive and Non-Independent Director with effect
from October 18, 2025.

3. Mr. Bipinbhai Becharbhai Prajapati (DIN: 11000222) was appointed as the Managing Director of the Company with effect from October 18, 2025.

4. Mr. Parth Rajeshbhai Rupareliya (DIN: 10703133) resigned from the positions of Executive Director and Chief Financial Officer of the Company with effect from
February 2, 2026. Mr. Bipinbhai Becharbhai Prajapati was appointed as the Chief Financial Officer of the Company with effect from February 2, 2026.

5. Ms. Shweta Rasikbhai Panchal (DIN: 10298714) resigned from the position of Non-Executive and Independent Director.

6. Mr. Yagnik Vasant Prajapati (DIN: 11400573) was appointed as an Additional Non-Executive and Non-Independent Director of the Company with effect from
February 2, 2026.

7. Ms. Reema Magotra (DIN: 09804839) was appointed as an Additional Non-Executive and Independent Director of the Company with effect from February 4, 2026
and subsequently resigned from the said position with effect from July 17, 2026.

8. Mr. Saurabh (DIN: 10790325) was appointed as an Additional Non-Executive and Independent Director of the Company with effect from February 4, 2026 and
subsequently resigned from the said position with effect from July 17, 2026.

9. Ms. Umang Agrawal was appointed as the Company Secretary of the Company with effect from February 4, 2026.

10. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Non-Executive and Non-Independent Director of the Company with effect from March 11,
2026.

2

Ms. Pooja Sarkar (DIN: 11189205) was appointed as an Additional Non-Executive and Independent Director of the Company with effect from July 17, 2026.

12. Ms. Shruti (DIN: 10310241) was appointed as an Additional Non-Executive and Independent Director of the Company with effect from July 17, 2026.

13. Mr. Sudhanshu Shekhar (DIN: 06971467) was appointed as an Additional Non-Executive and Independent Director of the Company with effect from July 17, 2026.

3

The Company has not complied with the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as the Company has not
appointed an Internal Auditor for the Financial Year 2025-26.

Reply:

The Company was in the process of identifying and appointing a suitable qualified Internal Auditor
during the said period. After following a due selection and recruitment process, the Company has
appointed a qualified Internal Auditor. Accordingly, the vacancy has been duly filled and the
Company is presently in compliance with the applicable provisions of the Companies Act, 2013.


 
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