Your directors present the 74th Annual Report together with audited financial statements of the Company for the financial year ended 31st March 2025.

FINANCIAL PERFORMANCE:

The Financial performance of your Company for the year ended March 31,2025 is summarized below:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which effect the financial position of the Company.

REVIEW OF OPERATIONS & STATE OF AFFAIRS:

The Company was established to engage in Shipping & Logistic business. However, the Company does not have any business operations since last few years, except for rental income which forms part of revenue from operations. During FY 24-25, your Company's total income was Rs 44,83,000 as against Rs. 56,36,000 Lakhs in previous year and Net Loss before tax & exceptional item of Rs. 16,66,000 Lakhs as against Net Loss before Tax of Rs. 64,56,000 Lakhs during previous year. Accordingly, Company's Net Loss after Tax and Exceptional Item was Rs. 16,66,000 Lakhs as against Net Loss after Tax of Rs 30,96,56,000 Lakhs during the previous year.

TRANSFER TO RESERVES & DIVIDEND:

During the year under review, no amount has been transferred to the General Reserves. Further, in view of the losses incurred during the year as well as the accumulated losses, the Board of Directors has not recommended any dividend for the financial year 2024-25.

LISTING & ALTERATION OF SHARE CAPITAL:

The Company's equity shares are listed on the Stock Exchanges. The Authorised, Issued and Subscribed Share Capital of the Company stands at ?24,86,110/- comprising 2,47,222 equity shares of ?10/- each, fully paid-up, and 2,778 equity shares of ?10/- each, paid-up to the extent of ?5/- per share and subsequently forfeited.

There was no change in the Share Capital of the Company during the year under review. Trading in the equity shares of the Company continues to remain suspended on all Stock Exchanges on account of procedural reasons and non-payment of listing fees. Further, the equity shares of the Company have not been admitted for dematerialisation with either of the depositories. M/s. Satellite Corporate Services Pvt. Ltd. continues to act as the Registrar & Share Transfer Agent of the Company.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) and (t) of

Regulation and Para C, D and E of Schedule V of the Listing Regulations shall not apply to the Company. However relevant Corporate Governance disclosures are appropriately included in this Report as Annexure A. Further, the Management Discussions and Analysis Report is annexed to this report as Annexure B.

DIRECTORS AND KEY MANGERIAL PERSONNEL:

As on the date of this report, your Board comprised of Three (3) Directors, including two (2) Independent Directors and one (1) Non-Executive Non-Independent Women Director and the manager. Constitution of the Board as on March 31,2025 is in compliance with the requirements of Companies Act, 2013. The provisions of Regulation 17 of SEBI Listing Regulations, relating to composition of Board of Directors is not applicable to the Company.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Dipali Divyul Joshi (DIN: 09561518) NonExecutive Non-Independent Women Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Your Board recommends her re-appointment for approval of Shareholders as she does not suffer from any disqualification as prescribed u/s. 164 of the Companies Act, 2013. A resolution seeking the approval of the shareholders for her re-appointment forms part of the Notice convening the 74th Annual General Meeting scheduled to be held on September 26, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, the Board of Directors, at its meeting held on July 11,2024, appointed Mr. Ashok Joshi as the Manager of the Company for a period of five (5) years commencing from June 1,2024 to May 31, 2029, which was subsequently approved by the Members at the Annual General Meeting held on September 30, 2024.

Further, Mrs. Harshita Kaushal Shukla (ACS-65238), Company Secretary and Compliance Officer of the Company, tendered her resignation with effect from March 13, 2025. Thereafter, Mrs. Bhakti Harsh Dalmia (ACS-67958) was appointed as the Company Secretary and Compliance Officer with effect from June 1,2025. However, she resigned from the said position with effect from July 25, 2025 to pursue better career prospects.

BOARD COMMITTEES

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A) Audit Committee:

As at March 31,2025, the Audit Committee constituted as per Section 177 of the Companies Act, 2013 comprised of three (3) Directors including two (2) Independent Directors and one (1) Non-Executive Director. During the year under review Audit Committee met six (6) times on 22nd May 2024, 1st July 2024, 11th July 2024, 14th August 2024, 14th November 2024 and 31st January 2025.

The scope and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The broad terms of reference of the Committee include:

• Recommendation of appointment, remuneration, other terms Statutory / Internal Auditors and discussion with internal auditors of any significant findings and follow up there on;

• Reviewing and monitoring the auditor's independent and performance, and effectiveness of the audit process;

• Reviewing with the management, the quarterly/half yearly/yearly financial statements before submission to the board for approval;

• Oversight of Company's financial reporting process and reviewing disclosures to ensure that the financial statement is correct, sufficient and credible

• Approval or any subsequent modification of transactions proposed to be entered into with related parties;

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the entity, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing the functioning of the whistle blower mechanism;

• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

B) Nomination and Remuneration Committee

As at March 31,2025, the Nomination and Remuneration Committee constituted as per Section 178 of the Companies Act, 2013 comprised of two (2) Independent Directors and one (1) Non-Executive Non-Independent Director. During the year under review, the Committee met One (1) time on 11th July 2024.

The Scope and Terms of reference of Nomination and Remuneration Committee are in line with the provisions of Section 178

of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The broad terms of reference of the Committee include:

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

• Devising a policy on diversity of Board of Directors;

• Identifying and recommending persons who are qualified to become directors and who may be appointed in senior management;

• Specify criteria for effective evaluation of the performance of the Board, Board Committees and Directors;

• Recommending to Board a policy, relating to remuneration for the director, key managerial personnel and other employee;

• Determining remuneration to directors, key managerial personnel and senior management.

C) Stakeholders Relationship Committee

As at March 31,2025, the Stakeholders Relationship Committee constituted as per Section 178 of the Companies Act, 2013 comprised of three (3) Directors, including two (2) Independent Directors Mr. Nandkishor Joshi and Mr. Jimmy Guzdar and one (1) Non-Executive Non-Independent Director Ms. Dipali Joshi.

During the year under review, the Committee met three (3) times on 05th July 2024, 18th July 2024 and 21st March 2025.

There was no investor complaint outstanding at the beginning of the year, none received during the year and none pending as at the end of the year.

Terms or reference and role of Stakeholder Relationship Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scope of the Committee broadly includes:

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

• Reviewing the measures taken for effective exercise of voting rights by shareholders;

• Reviewing the adherence to the service standards adopted by the Registrar & Share Transfer Agent in connection with various services being rendered by it to the Company;

Your Board confirms that all the recommendations of the Board Committees, wherever applicable, were accepted by the Board during the year under review.

PARTICULARS OF EMPLOYEES:

There were only three (3) employees in the Company as at March 31,2025. None of the employees draw remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Remuneration Managerial Personnel) Rules, 2014. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure C.

INDEPENDENT DIRECTORS:

a) Declaration by Independent Directors under sub-section (6) of section 149:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing Regulations, the Independent Directors have submitted annual declarations confirming that they are eligible to continue as Independent Director(s) of the Company. Your Board confirms that the Independent Directors fulfil the conditions specified in SEBI Listing Regulations and are independent of Management.

Based on disclosures and confirmations provided by all Directors, your Board confirms that none of the Directors of the Company are disqualified to act/continue as Directors of the Company. The certificate confirming the same issued by the Secretarial Auditor of the Company forming part of this Annual report is annexed as Annexure D.

Except for Ms. Dipali Joshi who is relative of Mr. Ashok Joshi, no Directors are related inter se. Further all directors have financial and accounting knowledge. None of the Directors of the Company are Director in any other Listed entities or Member / Chairperson of any statutory Board Committees of other Listed entities.

b) Familiarization programme for Independent Directors:

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry.

c) Terms and conditions of appointment:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ‘Guidelines for Professional Conduct' pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company at Mackinnon Mackenzie & CO. LTD.

PERFORMANCE EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, Independent Directors of the Company at a separate meeting held on January 31,2025, without the presence of other Directors and Management had evaluated performance of Non-Executive Directors, Board, Board Committees and the flow of information between the Company and Board.

The performance of Independent Directors was evaluated and taken on note by the Board at the Meeting held on May 22, 2024. The evaluation process was based on set criteria which inter alia included attendance and participation at the meetings etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to the constitution of a Corporate Social Responsibility (CSR) Committee, formulation of a CSR Policy, and expenditure towards CSR activities are not applicable to the Company, as it does not meet the prescribed thresholds under the said provisions.

POLICIES:

Code of Conduct

The Board of Directors has adopted Code of Conduct for the Directors and Senior Management. The said Code has been communicated to all the Directors and Members of Senior Management, and they have affirmed their compliance with the Code of Conduct as approved and adopted by the Board of Directors. A declaration to the effect that the Directors and Senior Managerial Personnel have adhered to the same, signed by the Chairman of the Board is as mentioned herein. Copy of the Code has been uploaded on the Company's website.

Declaration on compliance with code of conduct

I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their affirmation of compliance with the Code of Conduct for Members of the Board and Senior Management of the Company for the financial year ended March 31,2025.

Whistle Blower & Vigil Mechanism Policy

The Board of Directors had adopted the Whistle Blower and Vigil Mechanism policy to deal with instances of fraud and mismanagement, if any. Copy of the Policy is available in Investor section of the Company website. The policy has been functioning effectively, and no Personnel was denied access to the Audit Committee.

Policy on Related Party Transaction

All related party transactions entered into during the year were approved by the Audit Committee and/or Shareholders wherever application. The Company has adopted the Policy on Related Party Transactions in line with the requirement of Act as amended from time to time, which is available on the website of the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 (including any material modification thereof), were in the ordinary course of business and on an arm's length basis which does not require to be disclose in Form AOC-2, details relating to related party transactions made by the Company in pursuant to Section 134(3) (h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 and disclosure as required by the applicable accounting standards have been made in the Notes to the financial statements.

Policy on Directors’ appointment and remuneration and other details

The Companies policy on appointment of Directors is available on website of the Company.

Policy for determination of materiality of event of information

The objective of this Policy is to assist the employees of the Company in identifying potential material events or information in an objective manner that may originate at the ground level which can be promptly escalated and reported to the authorised Key Managerial Personnel or other officers of the Company, as specified in this Policy, for determining the materiality of the said event or information and for making necessary disclosure to the BSE Limited.

Fair disclosure policy

Code of practices and procedures for Fair Disclosure of unpublished price sensitive information (UPSI) which would be followed by the Company for disclosure of UPSI. Fair Disclosure Policy shall be binding upon all the employees, officers, directors and the persons authorised to speak on behalf of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or any Joint venture for the period under review. Further, there was no acquisition or divestment made during the year.

AUDITORS:

A) Statutory Auditor and Audit Report:

During the year under review, subsequent to the issuance of the Audit Report for FY 2023-24, M/s. Gupta Ravi & Associates, Chartered Accountants, resigned as Statutory Auditors of the Company with effect from July 3, 2024, due to the closure of their Mumbai office. The casual vacancy caused in the office of Statutory Auditors was filled by the Board, based on the recommendations of the Audit Committee, by appointing M/s. J M & Associates, Chartered Accountants, a Peer-Reviewed Firm (PR No. 014571) having Firm Registration No. 011270N, who consented to the appointment and confirmed their eligibility. The appointment was effective from July 11, 2024, and was duly approved by the shareholders at the Annual General Meeting held on September 30, 2024.

Accordingly, in terms of the provisions of Section 139 of the Companies Act, 2013, M/s. J M & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 73rd Annual General Meeting held on September 30, 2024, to hold office until the conclusion of the 78th AGM of the Company.

With reference to the comments/qualifications contained in Auditors' Report, the position relating to the same has been explained in the Note Nos. 15, 26, 27, 28, 29, 32 & 33 to the Notes to Financial Statements and the same are self-explanatory.

Further, your Directors wish to convey that, most of the audit qualifications are due to continuing losses and lack of business operations. However, your Board have made reasonable effors for complying with major requirments in the given constraint circumstances. During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

B) Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s. Sachin P. Mulgaonkar & Co. Charted Accountant having (Firm Registration Number: 108945W) as Internal Auditor of the Company for the Financial Year 2024-25.

C) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board of Directors appointed M/s. M P Sanghavi & Associates LLP, Company Secretaries (Firm Reg No. L2020MH007000) a Peer reviewed Firm as Secretarial Auditor for FY 2024-25. The report from the Secretarial Auditor forming part of this Annual report, annexed as Annexure E is qualified.

Details of qualification of Secretarial Auditor along with response from the Directors is as mentioned herein:

D) Cost auditor:

The requirement of maintenance of Cost Records or appointment of Cost Auditor is not applicable to the Company. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013, draft of Annual Return for the FY 2024-25 is uploaded on the Company's website and can be accessed at https://www.mmclimited.in/

DEPOSITS

The Company has neither accepted nor renewed any public deposits under Chapter V of the Act and the rules made thereunder. LOAN GUARANTEE & INVESTMENT

During the year under review, the Company has not given any Loans, Guarantees/security or made Investments as covered under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL

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

INTERNAL CONTROL SYSTEM

The Company has in place proper and aadequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems

comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors have established proper systems to ensure compliance with the Secretarial Standards I and II, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, relating to Board Meetings and General Meetings respectively. The Board further confirms that such systems are adequate and operating effectively.

RISK MANAGEMENT

In line with the scale of operations, your Board has established processes for managing risks with the objective of enhancing shareholders' value and ensuring an optimum risk-reward trade-off. The Company has put in place a comprehensive mechanism to identify, assess, monitor, and mitigate various risks associated with its key business objectives.

Pursuant to Regulations 17 and 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a Risk Management Policy. The policy is designed to provide a structured framework for risk identification and assessment, disciplined monitoring and measurement, and the implementation of effective mitigation measures on a continuous basis.

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

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, the company did not received any complaint on sexual harassment.

Further, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 in relation to the female employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the year under review, there is no Significant Order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Company and its operations in future. However, attention of members is drawn to Note No. 27 to Notes to Accounts of Financial Statement forming part of the Annual Report, for information relating to contingent liability. Further, there are no proceedings initiated by or against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THERE OF:

There were no instances during the year attracting this disclosure. However, for details of past assignment of Loans, Members attention is drawn to Note No. 15 of the Notes to Accounts of Financial Statement forming part of the Annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Your Company has not carried any activities relating to the conservation of energy. Your Company has not acquired any technologies during the year under review. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to your Company except in respect of Foreign Exchange Earnings.

Further, during the year under review, your Company earned foreign exchange of ?0.98 Lakhs, with no foreign exchange outgo. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors' Responsibility Statement, your Directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) Your 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 state of affairs of your Company as on March 31, 2025 and of the loss of your Company for that year.

c) Your 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, if any;

d) The annual accounts have been prepared on a going concern basis;

e) Your directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS:

Your Board places on record its sincere thanks to all stakeholders for their continued support.