Your Directors take pleasure in presenting their 37^th Annual Report of the Company along
with the Audited Financial Statements, for the period ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The Company's performance during the year ended 31^st March, 2025 as compared to the
previous financial year, is summarized below:

(Amount in Lakhs)

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement forms part of the Annual Report.

3. STATEMENT OF COMPANY'S AFFAIRS:

During the financial year under review and as per the Standalone Financial Statements,

(a) the turnover of the Company in the financial year ended as on March 31, 2025 is
(INR in Lakhs) 77.85/- as against (INR in Lakhs) 105.33/- the previous year ended as
on March 31, 2024; and

(b) the profit of the Company in the financial year ended as on March 31, 2025 is (INR in
Lakhs) (111.51)/- as against Lakhs of (INR in Lakhs) (347.46)/- in the previous year
ended as on March 31, 2024.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company.

5. DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve resources, your directors do not recommend dividend for the year
ended 31^st March, 2025 with a view to conserve resources.

No amount is being transferred to reserves during the year under review.

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

There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.

The Company is in the process of transferring unclaimed Dividend to Investor Education
and Protection Fund.

7. CHANGES IN SHARE CAPITAL:

There has been no changes in the Share Capital of the Company.

The authorized share capital of the Company as on March 31, 2025 is INR 63,00,00,000/-
(Indian Rupees Sixty Three Crores Only) divided into 31,50,00,000 (Thirty One Crores Fifty
Lakhs) Equity Shares of INR 2/- (Indian Rupee Two Only) each.

The Paid share capital of the Company as on March 31, 2025 is INR 38,38,01,000 /-
(Indian Rupees Thirty Eight Crores Thirty Eight Lakhs One Thousand Only) divided into
19,19,00,650 (Nineteen Crore Nineteen Lakhs Six Hundred and Fifty Only) Equity Shares
of INR 2/- (Indian Rupee Two Only) each.

• Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the Company
has not issued any equity shares with differential voting rights during the financial year
under review.

• Buy Back of Securities

The Company has not bought back any of its securities during the financial year under
review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year under
review.

• Bonus Shares

No Bonus Shares were issued during the financial year under review.

• Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the
financial year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

During the year under review, no material changes and commitments occurred which
affect the financial position of the company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with the provisions of Section 149 of the
Companies Act, 2013 with an optimum combination of Executive, Non-Executive and
Independent Directors. The Directors on the Board are persons with proven competency,
integrity, experience, leadership qualities, financial and strategic insight. They have a
strong commitment to the Company and devote sufficient time to the Meetings. During
the financial year under review:

a) Mr. Shrikant J. Parikh (DIN: 00112642) was re-appointed as a Managing Director of
the Company for a period of 3 (Three) years with effect from 01^st April, 2025 to 31^st
March, 2028 in Board Meeting held on 31^st August, 2024 and the same was ratified
by Shareholders vide Special Resolution dated 30^th September, 2024 passed in the
Annual General Meeting.

b) Mr. Ajay Jormal Mehta (DIN: 01280973) was appointed as Additional Non -
Executive Independent of the Company with effect from 30^th June, 2024 and the
same was ratified by Shareholders of the Company for first term of 5 years with
effect from 30^th June, 2024 to 29^th June, 2029 vide Special Resolution dated 30^th
September, 2024 passed at the Annual General Meeting

c) Mrs. Sona Akash Parikh (DIN: 03283751) resigned as Non - Executive Non -
Independent Director with effect from 03^rd March, 2025.

d) Mr. Divyanshu Navlakha (DIN: 01162140) was appointed as Additional Non -
Executive Non - Independent of the Company with effect from 04^th March, 2025 and
the same was ratified by Shareholders of the Company vide Special Resolution dated
30^th May, 2025 passed through Extraordinary General Meeting Shareholders of the
Company.

e) Mrs. Disha Hiteshkumar Rathod (DIN: 10679515) was appointed as Additional Non -
Executive Independent of the Company with effect from 30^th May, 2025 and the
same was ratified by Shareholders of the Company vide Special Resolution dated 23^rd
August, 2025 passed through Postal Ballot for first term of 5 years with effect from
30^th May, 2025 to 29^th May, 2030.

Director(s) liable to retirement by rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company,
Mr. Divyanshu Navlakha (DIN: 01162140) will retire by rotation at the ensuing AGM and
being eligible, have offered himself for re-appointment. Based on the recommendation of
the NRC, the Board recommends his re-appointment for the approval of the Members of
the Company. The brief profile of Mr. Divyanshu Navlakha is included in the Notice of the
AGM of the Company.

Key Managerial Personnel

As on March 31, 2025, the following were Key Managerial Personnel ("KMP") of the
Company as per Sections 2(51) and 203 of the Act:

a) Shri. Shrikant Jesinglal Parikh, Managing Director & CEO.

b) Ms. Harshala Keshav Karangutkar, CFO.

c) Mr. Piyush Harish Talyani, Company Secretary & Compliance Officer

10. NUMBER OF BOARD MEETINGS:

The Board of Directors duly met 10 (TEN) times during the financial year from 01^st April,
2024 to 31^st March, 2025. The dates on which the meetings were held are as follows:

The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

11. COMMITTEES OF THE BOARD:

The Board has set up various Committees in compliance with the requirements of the
business & relevant provisions of applicable laws and layered down well documented
terms of references of all the Committees. During the year under review, all the
recommendations/ submissions made by the Audit Committee and other Committees of
the Board were accepted by the Board. There are currently three Committees of the
Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

12. DISCLOSURE OF COMPOSITION OF COMMITTEES:

a. Audit Committee comprises of following members:

b. Nomination and Remuneration Committee comprises of following members:

c. Stakeholders Relationship Committee comprises of following members:

13. MEETING OF COMMITTEES OF BOARD:

During the year there were in total 6 (SIX) Audit Committee Meetings, 3 (THREE)
Nomination & Remuneration Committee, 5 (FIVE) Stakeholders Relationship Committee
and 1 (ONE) meeting of the Independent Directors were held on following dates:

14. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT
AND REMUNERATION:

The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and senior management employees and the Directors appointed
shall be of high integrity with relevant expertise and experience so as to have diverse
Board and the Policy also lays down the positive attributes/criteria while recommending
the candidature for the appointment as Director. The policy on Company's Remuneration
and Nomination is posted on Company's website at www.minalindustrieslimited.in.

15. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

All Independent Directors of your Company have submitted their declaration of

independence, as required, pursuant to the provisions of Section 149(7) of the Act and

Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of

independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the

Listing Regulations, and are not disqualified from continuing as Independent Directors of
your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors have confirmed that they have registered themselves with databank
maintained by the Indian Institute of Corporate Affairs ('IICA'). These
declarations/confirmations have been placed before the Board. Pursuant to Rule 8(5)(iiia)
of the Companies (Accounts) Rules, 2014, the Board of Directors hereby affirms that,
based on the evaluation conducted and declarations received, it is of the opinion that the
Independent Directors appointed during the financial year possess the requisite integrity,
expertise, and experience (including proficiency) required for effectively discharging their
duties as Independent Directors of the Company.

16. MEETING OF INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing
Regulations, a separate Meeting of Independent Directors of the Company was held on
14^th February, 2025 to review the performance of Non-Independent Directors (including
the Chairman) and the Board as a whole. The Independent Directors also assessed the
quality, quantity and timeliness of flow of information between the Company
Management and the Board, which is necessary to effectively and reasonably perform
and discharge their duties. The meeting decided on the process of evaluation of the
Board and Audit Committee. It designed the questionnaire on limited parameters and
completed the evaluation of the Board by Non-Executive Directors and of the Audit
committee by other members of the Board. The same was compiled by Independent
authority and informed to the members.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors with the agricultural
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner.
The familiarization program also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The policy on
Company's familiarization program for Independent Directors is posted on Company's
website at www.minalindustrieslimited.in.

18. INTERNAL CONTROL SYSTEM:

The Company's internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company has adequate
system of internal controls to safeguard and protect from loss, unauthorized use or
disposition of its assets commensurate with its size, scale and complexities of its
operations. The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These are routinely tested
and certified by Statutory as well as Internal Auditors and their significant audit
observations and follow up actions thereon are reported to the Audit Committee on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions.

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the Annual Financial Statements for the year ended 31^st
March, 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

ii) That the Directors 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/loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating.

20. SUBSIDIARIES AND ASSOCIATE COMPANY'S:

A separate statement containing the salient features of financial statements of all
subsidiaries & Associates of your Company forms part of consolidated financial
statements in compliance with Section 129 and other applicable provisions, if any, of the
Companies Act, 2013. As on 31^st March, 2025, the Company does not have Subsidiary
Company and 1 (One) Associate Company i.e. Minal Info jewels Limited.

During the financial year under review, Minal International FZE, a wholly owned overseas
subsidiary of the Company incorporated in Dubai has wound up its business on 10^th
February, 2025 and formal winding up process has been initiated and the Commercial
license has expired on the said date.

21. DEPOSITS:

Your Company did not accept any deposits from the public falling under the ambit of
Section 73 of the Companies Act, 2013 (hereinafter referred to as 'The Act') and the Rules
framed thereunder during the year. There are no deposits which have not been claimed

by depositors or paid by the Company after the date on which the deposit became due
for repayment or renewal, as the case may be, according to the contract with the
depositors & there are no total amounts due to the depositors & remaining unclaimed or
unpaid.

22. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE ACT:

During the year under review, the Company has not accepted any deposits which are not
in compliance with the requirements of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non¬
compliant deposits to report.

23. DISCLOSURE REGARDING THE MAINTENANCE OF COST RECORDS:

During the financial year under review the provisions regarding maintenance of cost
records is not applicable to the Company, therefore the Company is not required to
maintain the cost records.

24. APPOINTMENT OF AUDITORS:

a) INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, The company has appointed M/s.
MMY & Associates., Chartered Accountant (Firm Registration Number: 105673W) as
internal auditor of the company for financial year 2025-26 to conduct the internal
audit and to ensure adequacy of the Internal controls, adherence to Company's
policies and ensure statutory and other compliance through, periodical checks and
internal audit and their report is reviewed by the Audit Committee from time to
time.

b) STATUTORY AUDITORS:

The Company at its 36^th Annual General Meeting held on 30^th September, 2024
appointed M/s. R H Modi & Co, Chartered Accountants (Firm Registration Number:
104058W) appointed as Statutory Auditors of the Company for a period of five
consecutive years and who shall hold such office from the conclusion of 36^th Annual
General Meeting till the conclusion of 41^st Annual General Meeting at such
remuneration as may be mutually decided by the auditors and the Board of Directors
thereof. Further the ratification of their appointment pursuant to Section 139 of the
Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7^th
May, 2018 issued by the Ministry of Corporate Affairs, and accordingly the item has
not been included in the Ordinary Course of Business of this AGM Notice. Further,
they have confirmed that they are not disqualified as auditors of the Company under
the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or

regulations made thereunder. Auditor's report is self-explanatory and therefore does
not require further comments and Explanation.

c) SECRETARIAL AUDITORS:

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company
to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section
204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this
Annual Report as Annexure C to Director's Report.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company
Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e.
from FY 2025-26 to 2029-30, subject to approval of the Members at the ensuing
AGM.

d) COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost
auditors, the company was not liable to appoint Cost auditors for the financial year
2024-25.

25. COMMENTS OF THE BOARD ON AUDITORS' REPORT:

a) Observations of Statutory Auditors on Accounts for the year ended 31^st March,
2025:

There are no qualifications, reservations or adverse remarks or disclaimer made by
the Statutory Auditors in respect of financial statements as on and for the year ended
31^st March, 2025.

b) Observations of Secretarial Audit Report for the year ended 31^st March, 2025:

i) The unpaid dividend amount of Rs. 1,84,481/- (Rupees One Lakh Eighty-Four
Thousand Four Hundred and Eighty-One Only) which was required to be
transferred to the Investor Education and Protection Fund in accordance with the
relevant provisions of the Companies Act 2013 and the rules made thereunder by
has not been transferred.

ii) Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Audited
Standalone and Consolidated Financial Results for the quarter and year ended
March 31 2024 was not submitted in the prescribed time limit. In this regards BSE
has issued penalty of Rs. 2,71,400/- (Rupees Two Lakh Seventy One Thousand
Four Hundred only). The Company has made payment, the default was made good
as on signing of this report.

iii) Pursuant to Regulation 33 (3) of SEBI (LODR) Regulations, 2015 the Unaudited
Standalone and Consolidated Financial Results for the quarter and half year ended
September 30, 2024 was not submitted in the prescribed time limit. In this regards
BSE has issued penalty of Rs. 1,53,400/- (Rupees One Lakh Fifty Three Thousand
Four Hundred only). The Company has made payment, the default was made good
as on signing of this report.

iv) The Standalone and Consolidated Financial Statements for the financial year
ended 31^st March, 2024 were not signed by the Chief Financial Officer in
accordance with the provisions of Section 134 of the Companies Act, 2013.

v) The Company has a wholly owned overseas subsidiary, Minal International FZE
and the applicable FEMA Compliances were not complied by the Company.

Directors Comment: The Board has taken note of the observations made by the
Secretarial Auditor regarding delays in certain regulatory filings. These delays were
inadvertent and occurred due to procedural oversight. The Company has since
strengthened its internal compliance mechanisms and ensured that necessary filings are
now being made within the prescribed timelines. The Board assures stakeholders that
corrective actions have been implemented to prevent recurrence.

26. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND
EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any financial statements and
reports, etc. The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee. The said Policy is available
on the website of the Company at www.minalindustrieslimited.in. The Company is
committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

27. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees
to the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.

28. CONSOLIDATED FINANCIAL STATEMENTS:

According to Section 129(3) of the Act, the consolidated financial statements of the
Company and its subsidiaries, joint ventures, and associates are prepared in accordance
with the relevant Indian Accounting Standard specified under the Act, and the rules
thereunder form part of this Annual Report. A statement containing the salient features
of the financial statements of the Company's subsidiaries, joint ventures, and associates
in Form no. AOC-1 is given in this Annual Report in Annexure A. Further, pursuant to the
provisions of Section 136 of the Act, the financial statements along with other relevant
documents, in respect of subsidiaries, are available on the website of the Company at the
link at www.minalindustrieslimited.in.

29. LISTING FEES:

Being listed at BSE Limited, Mumbai, the Company has duly paid the listing fees.

30. REPORT ON CORPORATE GOVERNANCE:

The Company is committed to achieving and adhering to the highest standards of
Corporate Governance and constantly benchmarks itself with best practices, in this
regard. Pursuant to Regulation 34 of the SEBI Listing Regulations, a Report on Corporate
Governance has been annexed to this Report as Annexure F along with the certificate
issued by the Secretarial Auditor of the Bank confirming compliance with the mandatory
requirements relating to Corporate Governance under the SEBI Listing Regulations. The
Report on Corporate Governance also contains certain disclosures required under the
Act, including the details of the Board meetings held during the financial year ended 31^st
March, 2025. The Company also files with the Stock Exchanges, the Report on Corporate
Governance in terms of Regulation 27(2) of the SEBI Listing Regulations on a quarterly,
half yearly and annual basis.

31. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for
the period ended March 31, 2024 and Certificate of CEO for compliance with Code of
Conduct by Board members and Senior Management personnel on Annual basis are
enclosed herewith as Annexure H.

32. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual return for the Financial Year 2024-25 in WEB Form MGT 7 is furnished on the
website of the Company at www.minalindustrieslimited.in.

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

The particulars of contracts or arrangements with related parties referred to in Section
188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to
Accounts of Companies under the Companies Act, 2013, is appended as Annexure B. All
related party transactions were placed before the Audit Committee for prior approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of unforeseen or repetitive in nature. The details of all such related party transactions
entered into pursuant to the omnibus approval of the Committee, were placed before
the Audit Committee on a quarterly basis for its review. All transactions entered into with
related parties during the year were on arm's length basis, largely in the ordinary course
of business and in line with the threshold of materiality as defined in the Company's
policy on Related Party Transactions & are in accordance with the provisions of the Act
and Rules issued thereunder and Regulation 23 of SEBI Listing Regulations. Further,
pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the
half-yearly disclosures on related party transactions with the stock exchange within
statutory timeline.

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

Details of Loans granted, Guarantees given or Investments made during the year under
review, covered under the provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statements.

35. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings
and out go, is required to be given pursuant to provision of Section 134 of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto
marked as Annexure K and forms part of this report.

36. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197(12) of
the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of
this Report.

The details as required in terms of Section 197(12) of the Act, read along with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed herewith as Annexure D and forms part of this Report.

37. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation
and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure E and
forms part of this report.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2)
respectively as amended relating to Meetings of the Board and its Committees which
have mandatory application and General Meeting.

39. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives and thus in pursuance of the same it has formulated a
Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Audit Committee and the Board of Directors of the Company. The Company's
internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. The Company, through its risk management process,
aims to contain the risks within its risk appetite. Significant audit observations and follow
up actions thereon are reported to the Audit Committee and the risk management policy
is available on the website of the company at www.minalindustrieslimited.in. In the
opinion of the Board, there are no elements of risks threatening the existence of the
Company.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company for the financial year 2024 - 2025 as the
Company does not meet the criteria specified under sub-section (1) of Section 135 of the
Act. Accordingly, the Company is not required to constitute a CSR Committee or
formulate a CSR Policy.

41. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

There are no orders passed by the Regulators/ Courts which would impact the going
concern status of the Company and its future operations.

42. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties & obligations,
governance issues etc. Separate exercise was carried out to evaluate the performance of
individual Directors including the Board Chairman who were evaluated on parameters
such as attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest etc. The evaluation of the Independent
Directors was carried out by the entire Board and that of the Chairman and the Non¬
Independent Directors were carried out by the Independent Directors. The Directors
were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

43. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual
harassment. As required the following is the details of complaints received and resolved
during the year:

44. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.

45. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year, there were no instances where your Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions. The
requirement to disclose the details of difference between amount of valuation done at
the time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.

46. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961,
which ensures maternity benefits to women employees as per applicable law. During the
financial year ended March 31, 2025, the provisions of the Act were applicable to the
Company; however, no instances arose wherein maternity benefits were availed by any
woman employee of the Company as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.

47. OTHER DISCLOSURES:

A Petition under Section 59 of the Companies Act, 2013 read with Rule 70 of the National
Company Law Tribunal Rules, 2016 has been filed before the Hon'ble National Company
Law Tribunal (NCLT), Mumbai Bench, wherein the Company has been named as one of
the respondents. As on the date of this report, the matter is sub judice and no order has
been passed by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench.

The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.

48. ENHANCING SHAREHOLDER VALUE:

Your company firmly believes that its success, the market place and a good reputation
are among the primary determinants of value to the shareholder. The organizational
vision is founded on the principles of good governance and delivering leading-edge
products backed with dependable after sales services.

49. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, lenders, business associates including
distributors, vendors and customers, the press and the employees of the Company.

50. CAUTIONARY STATEMENT:

The statements contained in the Board's Report contain certain statements relat ing to
the future and therefore, are forward looking within the meaning of applicable securities,
laws and regulations. Various factors such as economic conditions, changes in
government regulations, tax regime, other statues, market forces and other associated
and incidental factors may however lead to variation in actual results.

By Order of the Board of Directors
For Minal Industries Limited

Sd/-

Shrikant J Parikh
Chairman & Managing Director
Date: 26^th August, 2025 DIN: 00112642

Place: Mumbai

Registered Office:

603- l Minal Co-Op Hsg So Ltd,

Off Sakivihar Road, Andheri-East,

Mumbai - 400072

CIN:L32201MH1988PLC216905

Tel No.: 022-40707070

E-mail id: cmseepz@gmail.com

Website address: www.minalindustrieslimited.in