Your Directors take pleasure in presenting the Thirtieth Annual Report of the Company together with the Audited
Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below:

2. OPERATIONS & THE STATE OF COMPANY'S AFFAIRS

During the year under review, the total income of the Company is ? 1454.19 Lakhs as compared to ? 247.20 Lakhs
during the previous year while the profit after tax is T 6.02 Lakhs as compared to s 4.45 Lakhs during the previous
year. The performance of the Company during the year under consideration was satisfactory and the company will
continue to focus on its present business activities.

3. DIVIDEND

In order to plough back profits for future requirements of the company, no dividend is being declared by the Board
of Directors for the financial year under review.

4. TRANSFER TO RESERVES

Tire Company during the period under review has transferred ? 1.31 Lakhs to Special Reserve created under
Section 45-IC of the RBI Act, 1934. Except the said amount the Company has not transferred any amount to any
Reserves for the year under review.

5. SHARE CAPITAL

During the year under review, the Company has not issued any securities including equity shares with differential
rights/ sweat equity shares/ employees stock options scheme/ bonus shares. Thus, there is neither any change in
the Authorized share Capital nor any change in issued, subscribed and paid-up share capital of the Company.

6. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the Financial position of the company, which have
occurred between the end of Financial Year of the Company to which the Financial Statements relate and the date
of this report.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

8. DEPOSITS

Being a non-deposit accepting NBFC Company, your Company has not accepted any deposits from the public /
members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014
during the year under review.

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

The provision of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to
conservation of energy, technology absorption do not apply to the Company as its activities are not relevant for
the same.

There was no foreign exchange earnings and outgo during the financial year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year ended 31^st March, 2024, Your Company's Board comprised of 4 Directors - 2 Non¬
Executive Independent Directors, 1 Executive Director, 1 Non-Executive Woman Director and 1 Company
Secretary.

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mrs. Pritha Sinha Pandey (DIN - 07016238), Director of the Company, is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. During the financial
year, there is no changes in composition of board of directors of the Company

The management of the Company is in process of filling vacancy of the post of Key Managerial Personnel
(KMP) i.e. the Chief Financial Officer.

11. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies
Act, 2013. The Directors have made the necessary disclosures as required by the various provisions of the Act
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. PARTICULARS OF EMPLOYEES & KMP

During the financial year under review, the following were the Key Managerial Personnel of the Company as
per the provisions of the Companies Act, 2013:

i) Rajshree Mundhra - Company Secretary and Compliance officer

ii) Beda Nand Choudhary - Whole-time Director

Disclosures pertaining to remuneration and other details 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 are
given below:

(i) The ratio of the remuneration of each director/KMP to the median employee's remuneration for the
financial year as prescribed is as given below:

Note: other than above none of the directors received any remuneration during the financial year ended 31^st
March, 2024.

(ii) Percentage increase in the median remuneration director, CEO and CFO during the financial year:

NA. Percentage increase in the median remuneration Company Secretary is: N.A.

(iii) Percentage increase in median remuneration of employees in the financial year: Not applicable.

(iv) The number of permanent employees on the rolls of the company as on 31^st March, 2024: 4

(v) Average percentage increase made in the salaries of employees other than KMP in the financial
year -10%.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and
other employees.

There were no persons employed by the Company during the Financial Year 2023-2024 who draws
remuneration as prescribed under Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014,
hence details with respect to the same is not required to be given.

13. MEETINGS OF THE BOARD

During the financial year ended 31^st March, 2024, 5 (Five) Board meetings were held respectively on 10^th April,
2023, 29^th May, 2023, 14^th August, 2023, 14^th November, 2023 and 12^th February, 2024.

The attendances of Directors at these meetings are as follows:

The provisions of Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015) read with relevant circulars issued by the concerned authorities,
were adhered to while considering the time gap between two meetings.

14. MEETINGS OF THE INDEPENDENT DIRECTORS

During the financial year ended 31^st March, 2024, two meetings of the Independent Directors were held on 14^th
August, 2023 and 12^th February, 2024 inter alia to discuss:

• Evaluation of the performance of the Non Executive Directors and Board of Directors as a whole;

• Evaluation of the performance of the chairman of the meetings of the company, taking into account the
views of the executive and non-executive directors, non-independent directors and board of directors as a
whole;

• Evaluation of the quality, content and timelines of flow of information between the Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

15. COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandated under the Companies
Act, 2013 and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(a) AUDIT COMMITTEE

The Audit Committee comprises three Directors, out of which two are independent. During the year, the
Audit Committee met 4 times to deliberate on various matters respectively on 29^th May, 2023, 14^th August,
2023, 14^th November, 2023 and 12^th February, 2024.

The Composition of the Audit Committee and the attendance of each member at these meetings are as
follows:

Statutory Auditors and Internal Auditors or their representatives are permanent invitees for the meetings of
the Committee. The Company Secretary acts as the Secretary to the Committee.

The Chairman of the Audit Committee attended the Annual General Meeting of the Company held on 29^th
September, 2023 and he ensured that necessary clarifications and explanations were provided to the Members
of the Company on issues regarding accounts and finance.

The Quarterly Un-audited Financial Results as well as the Annual Financial Statements are reviewed and
examined by the members of the Audit Committee before recommendation of the same to the Board of
Directors of the Company for their perusal and approval. The Audit Committee ensures an effective internal
control system.

(b) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three Non-Executive Directors, out of which two
are independent. The Chairman of the Committee, Mr. Pratim Priya Das Gupta, is the Non-Executive
Independent Director. During the year under review, two meeting of Nomination and Remuneration
Committee were held on 14^th August, 2023 and 12^th February, 2024.

The Chairman of the Nomination and Remuneration Committee attended the Annual General Meeting of the
Company held on 29^th September, 2023.

The Composition and attendance of Nomination and Remuneration Committee as on 31^st March, 2024 is given
below:

The Nomination and Remuneration Committee of the Board is constituted to (a) formulate from time to time
process for selection and appointment of new Directors, key managerial personnel and other employees and
their succession plans and (b) recommend to the Board from time to time, a compensation structure for
Directors and other key managerial personnel.

(c) INVESTORS' GRIEVANCE & STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Company constituted the Committee to oversee the investor grievances in relation to transfer of shares,
non-receipt of annual report, dividend and other grievances. It is the policy of the Company to promptly
attend to and resolve the complaints received from the shareholders. The Committee also oversees the
performance of the Registrar and Share Transfer Agents of the Company and recommends measures for
overall improvement in the quality of investor services. During the financial year ended 31st March, 2024, four
meetings of the Committee were held on 29^th May, 2023, 14^th August, 2023, 14^th November, 2023 and 12^th
February, 2024.

The composition of the Investors' Grievance & Stakeholder's Relationship Committee on 31^st March, 2023 is as
follows:

No sitting fee has been paid to the Executive and Non-Executives Directors during the period under review
for attending the meetings of the Board and its Committees.

16. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

17. PERFORMANCE EVALUATION OF THE BOARD/COMMITTEES AND INDEPENDENT DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
Independent Directors pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The aspects covered in the evaluation included the contribution made by the Directors to the corporate
governance practices, long term strategic planning, fulfillment of Director's obligations and fiduciary
responsibilities and active participation at the Board and Committee meetings. The effectiveness of Board /
Committee processes were assessed based on the Directors' inputs received during the meetings of the Board of
Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and committee
meetings.

In a separate meeting of Independent Directors, performance of non-independent directors, and performance of
the board as a whole was evaluated, taking into account the views of all the directors.

18. PREVENTION OF INSIDER TRADING

The Company adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of
India as amended from time to time for prevention of Insider Trading which is applicable to the members of the
Board and all employees in the course of day-to-day business operations of the Company. The code of conduct
framed by the Company has helped in ensuring compliance with the requirements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year, the Company has not entered into any contract/arrangement/transaction with related parties
which could be considered material significant in accordance with the policy of the Company on materiality of
related party transactions. All transactions entered into with Related Parties during the financial year were in the
ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the
Companies Act, 2013. There were no materially significant transactions with related parties during the financial
year which were in conflict with the interest of the Company. Suitable disclosure has been made in the note no.
32 of the Financial Statements. All Related Party Transactions are placed before the Audit Committee as also the
Board for approval.

20. ANNUAL RETURN

The details of Annual Return in prescribed form MGT - 7 as required under Section 92 (3) and 134 (3) of the Act is
displayed on the web site of the Company i.e. www.mersl.co.in.

21. VIGIL MECHANISM

The Company has a vigil mechanism/whistle blower policy to deal with instances of fraud and mismanagement
in terms of Section 177(9) of the Companies Act, 2013.

22. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on
Corporate Governance is not applicable to the Company for the financial year 2023-24 since the Net Worth is
below ? 25.00 Crores and the Paid up equity share Capital of the Company is less than ? 10.00 Crores.

23. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its
responsibility Statement:-

(a) that in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;

(b) 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 as at 31^st March, 2024 and of the profit for the year ended as on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts for the financial year ended 31^st March, 2023 on
a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively; and

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

24. AUDITORS AND AUDITORS' REPORT
Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, M/s. Gupta & Manglik, (Firm Registration
No. 311118E), Chartered Accountants, were appointed as statutory auditors of the Company at the 25^th Annual
General Meeting (AGM) of the Company to hold office from the conclusion of the 25^th AGM for a tenure of
consecutive 5 years till the conclusion of the 30^th AGM. Their Tenure of such appointment will expire upon
conclusion of the 30^th Annual General Meeting of the Company.

The Board of Directors approached M/ s. GGPS And Associates, Chartered Accountants (Firm Registration No.
032345N) and received consent from the Auditors to the effect that if they are appointed, it would be in
accordance with the provisions of the Section 141 or other applicable provisions of the Companies act, 2013.
Accordingly an ordinary resolution proposing appointment of M/s. GGPS and Associates, Chartered
Accountants, as the Statutory Auditors of the Company, for a term of five consecutive years from the conclusion
of 30^th AGM till the conclusion of the 35^th AGM to be held for the financial year ended March 31, 2029, pursuant
to Section 139 of the Companies Act, 2013 forms part of the 30^th Annual General Meeting for approval of
members of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report and are self
explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Report.

The Statutory Auditors have not reported any incident of fraud of the Company during the financial year 2023-24
in terms of Section 143(12) of the Act and Rules framed thereunder.

Secretarial Auditor Report:

The Board has appointed Patnaik & Patnaik, Practicing Company Secretaries (Peer Review No. 1688/2022), to
carry out the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for the
Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed
herewith and marked as Annexure I to this report.

Secretarial Auditor's observations, if any, in his report, have been suitably explained by way of appropriate notes
to accounts and/or in the Board's Report wherever it was considered necessary.

25. COST AUDITORS

Pursuant to section 148 (3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit
Rules) 2014 is not applicable to the Company.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace your company has adopted a Policy for prevention
of sexual harassment of women at workplace and no such complaints have been reported during the financial
year under review.

25. CORPORATE SOCIAL RESPONSIBILITY

Considering the turnover/ net worth/ net profit, the provision of Section 135 of the Companies Act, 2013,
relating to Corporate Social Responsibility is not applicable to the company.

26. RISK MANAGEMENT POLICY

The Company is exposed to several risks. They can be categorized as operational risk and strategic risks. The
Management has put in place adequate and effective system and man power for the purpose of Risk
Management.

The company has taken several mitigating actions, applied many strategies and introduced control and reporting
systems to reduce and mitigate the risks. A detailed exercise is being carried out to identify, evaluate, manage
and monitoring of both business and non- business risks.

27. NOMINATION AND REMUNERATION POLICY

In terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations as amended from time to
time, the policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management
and other Employees has been formulated by the Committee and approved by the Board by Directors. The
objective of the Policy is:

i) to lay down criteria and terms and conditions with regard to identifying persons who are qualified
to become Directors (Executive/Non-Executive/Independent) and persons who may be appointed
in Senior Management and Key Managerial positions and to determine their remuneration.

ii) to specify the manner for effective evaluation of performance of Board, its committees, and
individual directors to be carried out either by the Board, by the Nomination and Remuneration
Committee or by an independent external agency and review its implementation and compliance.

iii) to recommend to the Board, appointment, and removal of Director, KMP and Senior Management
Personnel.

iv) to assist the Board in ensuring that the Board nomination process is in line with the diversity policy
of the Board relating to gender, thought, experience, knowledge, and perspectives.

The remuneration has been paid as per the Nomination and Remuneration Policy of the Company. The policy
may be accessed on the website of the Company at the link https://www.mersl.co.in.

28. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale & complexities of its operations.
Internal Control measures and systems are established to ensure the correctness of the transactions and safe
guarding of the assets. The Management ensures adherence to all internal control policies and procedures as well
as compliance with regulatory guidelines. The audit committee reviews the adequacy of internal controls. This
has improved the management of the affairs of the Company and strengthened transparency and accountability.
During the year under review no reportable material weakness in the design or operation were observed.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(3) read
with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming part of the Annual Report.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India (ICSI)
as and when it was applicable.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

32. LOANS, GUARANTEES AND INVESTMENTS

As the Company is a Non-Banking Finance Company being engaged in the business of financing and investment
activities, provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company.

However, the particulars of loans and investments made under Section 186 of the Companies Act, 2013 during
the financial year are provided in the Notes to the Financial Statements.

33. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company during the year under review.

34. INSOLVENCY AND BANKRUPTCY CODE

The Company has neither made any application nor any application is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the details of application made or any
proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the Financials year is not applicable.

35. LISTING

The Equity Shares of the company are listed on BSE Limited (BSE). The Company is regularly paying listing fees
to the BSE. Since last several years the Calcutta Stock Exchange Limited (CSE) is a non-operational Exchange and
do not provide any trading platform to the investors of the Company. The Board of Directors at its meeting held
on 13^th August, 2018 has approved voluntary delisting of the shares from CSE which is a defunct stock exchange.

36. GENERAL BODY MEETING:

Location & Time of Last 3 Annual General Meetings:

At the above-mentioned meetings, all the Resolutions were passed with requisite majority. No Resolution was
passed during the financial year ended 31^st March, 2024 through Postal Ballot.

37. GENERAL SHAREHOLDER INFORMATION

(i) Ensuing Annual General Meeting Details:

(ii) The financial year of the Company covers 1^st April, 2023 to 31^st March, 2024.

(iii) Listing of Shares on Stock Exchanges with Stock Code

STOCK EXCHANGE STOCK CODE

Bombay Stock Exchange Ltd. 511688

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai - 400 001

Telephone nos. : 022-2272 1233/34

Facsimile no. : 022-2272 1919

website : www.bseindia.com

(a) ISIN No. for the Company's ordinary shares in demat form: INE963B01019

(b) Depository Connectivity: NSDL and CDSL.

(iv) DISTRIBUTION OF SHARE HOLDING AS ON 31^st MARCH 2024:

(a) ACCORDING TO CATEGORY OF HOLDING:

(b) ACCORDING TO NUMBER OF ORDINARY SHARES HELD:

38. ACKNOWLEDGEMENT

Your Board wishes to place on record its sincere appreciation for the wholehearted support received from
members, government authorities, bankers, employees, consultants and all other business associates. We look
forward to continued support of all these partners in progress.

For & on behalf of the Board

Place: Kolkata Beda Nand Choudhary Pritha Sinha Pandey

Date: 14^th August, 2024 (DIN - 00080175) (DIN -07016238)

Whole-time Director Director

Registered Office:

Raj Kamal Building, 1st Floor
128, Rash Behari Avenue
Kolkata - 700029