Mishka Exim Ltd

To the Members,

Mishka Exim Limited,

Your Directors have pleasure in submitting the 10^th Annual Report for the year ended 31^st March 2024.

(Amount in Lakhs)

2 LISTING OF SHARES

The Equity Shares of the Company (Scrip Code 539220) are listed on BSE.

3 AMOUNT TRANSFERRED TO RESERVE

During the year no amount was transferred to reserve.

4 DIVIDEND

Keeping in view, the working capital requirement directors have decided to skip the dividend for the year.

a) Standalone

Revenue from operations for the financial year 2023-24 at Rs.363.68 Lakhs was lower by 68.59% over last year (Rs 1157.92 Lakhs in 2022-23). At the end of the Financial Year ended 31^st March, 2024 the Company reported Profit amounting to Rs. 18.91 Lakhs for financial year 2023-2024. The company expects good business and returns in future.

b) Consolidated

Revenue from operations for the financial year 2023-24 at Rs.407.15 Lakhs was lower by 70.21% over last year (Rs 1366.95 Lakhs in 2022-23). At the end of the Financial Year ended 31^st March, 2024 the Company reported Profit amounting to Rs. 25.47 Lakhs for financial year 2023-2024. The company expects good business and returns in future.

6 DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

To comply with the provisions of Section 129(3) of the Act, a statement containing sailent features of the financial statements of the Subsidiary Company of your Company in Form

AOC-1 is attached to the financial statements of the Company as Annexure- A and forms part of this report.

7 BOARD MEETINGS

Total 08 Board Meetings were held during the year under review. The time gap between two Board Meetings did not exceed the prescribed limit of 120 days. The requisite quorum was present for all the Board meetings held during the financial year 2023-24.

The Details of the meetings of the Board attended by the Directors during the financial year 2023-24, are given below:

APPOINTMENT AND RESIGNATIONS

There was no such Director or key managerial personnel who appointed or resigned during the year.

RE-APPOINTMENT

To comply with the provisions of Section 152 of the Companies Act, and in terms of the Articles of Association of the Company, Mr. Varun Gupta, Director of the Company was reappointed as Director liable to retire by rotation in the Annual General Meeting held on 30.09.2023.

Mrs. Anju Agrawal (DIN - 08137999) was appointed as an Independent director i.e. 28.05.2018 for the second term of 5 years that is upto 27.05.2023. She was re-appointed as an independent director for a second term of 5 consecutive years in the annual general meeting held on 30.09.2023.

Mrs.Suman Gupta, Director (Din.00027797) of the Company is being appointed as director who retires by rotation in the ensuing Annual General Meeting and offer herself for reappointment. Your Board of Directors recommends her re-appointment.

9 BOARD INDEPENDENCE

Definition of Independence of Directors is derived from Section 149(6) of the Companies Act, 2013. Based on the disclosure received from the Directors under Section 149(7) of the Companies Act, 2013 and on evaluation of the relationship disclosed, the following Non-Executive Directors are considered as Independent Directors:

a) Mr. Akhil Mohan Gupta

b) Mrs. Anju Agrawal

c) Mr. Rajneesh Kumar Garg

10. DECLARATION OF INDEPENDENCE

All the Independent Directors of the Company have given their respective declarations stating that they meet the criteria prescribed for independence under the applicable laws and in the opinion of the Board, all the Independent Director of the Company meet the said criteria.

11 COMPOSITION OF COMMITTEES

The Board has the following Committee during the period under review:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Audit Committee

The Company has constituted an Audit Committee as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of following members:

Stakeholder Relationship Committee

The Company has a Stakeholder Relationship Committee to redress the complaints of the Shareholders. The Stakeholder Relationship Committee comprises of following members:

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprises of following members:

12 REMUNERATION POLICY

The Company has formulated a policy known as Nomination and Remuneration Policy to govern the appointment and payment of remuneration to Directors and KMPs.

Salient features of nomination and remuneration policy are

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

• remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

• Defines role of the NRC committee

• Appointment and Removal of Director, Key Managerial Personnel and Senior Management

• Defines Term/Tenure of Managing Director/Whole-time Director independent Director.

• It Defines the basis of Evaluation , Removal and Retirement of Directors and KMP.

13. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were no employees in the Company whose remuneration exceeded the limit as mentioned under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14 GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of sweat equity shares

c. The Managing Director of the Company did not receive any remuneration or commission from its holding or subsidiary company.

d. Disclosure required under Section 67 of the Companies Act, 2013

15 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the section 134(5) of the Companies Act, 2013 with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

a) that in the preparation of the accounts for the year ended 31st March, 2024 the applicable accounting standards have been followed along with proper explanation relating departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review;

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 accounts for the financial year on going concern basis.

e) 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.

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

16. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Gaur & Associates, Chartered Accountants were appointed as Statutory Auditors of the company for the period of five consecutive years from the conclusion of the 7^th Annual General Meeting until the conclusion of the 12^th Annual general Meeting of the Company.

Auditors' Remark

There is no auditor's remark in the Auditor report given notes referred to in their report is self-explanatory. The explanation contained in those comments/notes may be treated as information/explanation submitted by the board as contemplated U/s 129 (1) of the Companies Act, 2013.

17. 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 Company has appointed M/s Parveen Rastogi & Co. a firm of Company Secretary in practice to undertake the Secretarial Auditor of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31^st March, 2024 is appended as Annexure-B to this report.

18. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

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 like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

19. EXTRACT OF ANNUAL RETURN

During the year, the Company has not entered into any material significant transactions with its Promoters, Directors, Management, Subsidiaries or Relatives of the Directors/ Management, which could lead to potential conflict of interest between the Company and these parties, other than transactions entered into in the ordinary course of the Business.

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the annual return in the prescribed in Form MGT-7 is placed on website of the Company at http://www.mishkaexim.com/investor-relations.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES.

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure-E to this Board Report.

21 DEPOSITS

During the year, the company has not accepted any deposits from public.

22 PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments if any covered under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

23 CORPORATE SOCIAL RESPONSIBILITY

Provision under Section 135 of the Companies Act, 2013 and the rules made there under are not applicable to the Company. Hence no disclosure on Corporate Social Responsibility was taken on record.

24 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has no activities relating to conservation of energy or Technology Absorption.

25 FOREIGN EXCHANGE EARNING & OUTGO

The company has no dealing in foreign exchange. And has no earnings and outgo.

26 DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or proceeding pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

27 DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND 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.

28 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal Control System, commensurate with size, scale and complexity of its operation. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

29 RISK MANAGEMENT POLICY

Adequate steps have been taken by the company for the development and implementation of Risk Management Policy including identification of elements of risk in the opinion of the Board that may threaten the existence of the company.

30 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no 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 statement relate (i.e. March 31, 2024) and the date of the Report i.e. 06th September, 2024.

31 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns or grievance regarding unethical practice. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to Chairman of the Audit Committee, in exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company (http://www.mishkaexim.com)

32 CORPORATE GOVERNANCE

The Company is committed to achieving to the highest standards of Corporate Governance and it constantly benchmarks itself with the best practices in this regard.

The report on Corporate Governance for the Financial Year 2023-24 along with a certificate issued by the Statutory Auditors of the Company confirming compliance with mandatory requirements relating to Corporate Governance as stipulated under Chapter IV of the Listing Regulations, form part of this report.

The Governance framework of the Company incorporates all the mandatory requirements as prescribed in the Listing Regulations. The Company has also adopted the nonmandatory requirements as recommended in the Listing Regulations, detailed in the Report on Corporate Governance, which form part of this report is appended as Annexure- F.

32 MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended herein. The said report is part of the annual report as Annexure-G.

33 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders have been passed by the regulators, courts, tribunals, etc. impacting the going concern status and the company's operations in future.

34 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION, PROHIBITION AND RESDRESSAL) ACT, 2013

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act ,2013 your Company has taken the initiatives towards any action on the part of any executive, which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working in the premises of the Company. The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such complaints.

35 ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record the co-operation and support given by the departments of governments, financial institutions, banks, valued shareholders, clients and the employees at all levels of the company.