Madhusudan Industries Ltd

To

The Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2024.

Performance

The summary of your Company's financial performance is given below:

(Rs. in lakhs)

Highlights / Performance of the Company

Total revenue from operations of the Company was Rs. 121.54 Lakhs during the year, as compared to Rs. 115.63 Lakhs in the previous year. The other income of the company stood at Rs. 303.35 lakhs during the year under review as compared to Rs. 330.72 Lakhs in the previous year. The Company has not transferred any amount to General Reserve in the current year.

Dividend

In order to conserve resources, your Directors do not recommend any dividend on Equity Shares for the year. During the year the Company was not required to transfer unclaimed dividend to the Investor Education and Protection Fund.

Share Capital

The paid up Equity Share Capital as on 31st March, 2024 was Rs. 268.75 Lakhs. During the year under review the Company has not issued any shares.

No shares with differential voting rights, stock or sweat equity shares were issued by the Company during the year under review.

The Company was not required to transfer any Shares to Investor Education and Protection Fund, pursuant to the provisions of section 124 & 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016.

Directors

During the year Mrs. Dipti Zaveri was appointed as an Additional Director (Independent) of the Company by the Board of Directors at its meeting held on 7th August 2023 and members at their 77th Annual General Meeting held on dated 14th September, 2023 have approved her appointment as an Independent Director for five consecutive years for a term up to 6th August, 2028.

Mrs. Rutva Acharya, Non-Executive Independent Director completed her second and final term as Independent Director of the Company and consequently she ceased to be Director of the Company with effect from the end of 31st March, 2024. The Board placed on record her deep sense of appreciation for the contribution made by her during her tenure as Independent Director of the Company.

Mr. Yogendra Jhaveri, Mr. Daarrpan Shah and Mrs. Dipti Zaveri are the Independent Directors of the Company. All these Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent director during the year under review and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence. The Company keeps informed independent directors about changes in the Companies Act, 2013 and rules and other related laws from time to time and their role, duties and responsibilities.

Mr. P. K. Shashidharan, director is due to retire at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that no listed companyshall appoint or continue the directorship of any person as Non-Executive Director who has attained the age of 75 years, unless a Special Resolution is passed to that effect and justification thereofis disclosed in the explanatory statement annexed to the Notice forsuch appointment. Mr. Yogendra Jhaveri will attain the age of 75 years on 15th September, 2025. In compliance with the Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, being non-executive director, approval of Members by Special Resolution is required to be passed at the ensuing Annual General Meeting.

Brief resume of the Director who are proposed to be appointed/reappointed at the ensuing Annual General meeting as required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the notice convening this Annual General Meeting of the Company.

The resolution proposing their appointment/re-appointment is include in the Notice of Annual General Meeting for approval of the members.

Key Managerial Personnel of the Company are:

- Mr. Thomas Koshy- Chief Executive Officer

- Mr. Tarunkumar Panchal- Chief Financial Officer

- Miss Mitushi Darji- Company Secretary

There was no change in KMPs during the year under review.

Policy on Directors appointment and remuneration

Criteria determining the qualifications, positive attributes and independence of Directors.

Independent Directors

- Qualifications of Independent Director

An independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Company's business.

- Positive attributes of Independent Directors

An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any area, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications & experience, association with the Company etc. He/She should also devote sufficient time to his professional obligations for informed and balanced decision making and assist the Company in implementing the best corporate governance practices.

- Independence of Independent Directors

An independent director should meet the requirements of Section 149(6) of The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration every year to the Board of Directors for the same.

Other Directors and Senior Management

The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and experience of the person for appointment as Director or at Senior Management Level and recommend to the Board his/her appointment.

The Company shall not appoint or continue the employment of any person as Director or Senior Management Personnel if the evaluation of his performance is not satisfactory.

Other details are disclosed in the Corporate Governance Report under the head Nomination and Remuneration Committee.

Remuneration / commission from Holding or Subsidiary Company

The Company has no Holding Company or Subsidiary Company.

Managerial Remuneration and Employees

Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed as a separate Annexure – II.

Details of employees as specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to this report as annexure, however it is not being sent alongwith this Annual Report but available for inspection at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request, being made to the Company Secretary. The above detail is not being sent alongwith this Annual Report to the members in line with the provisions of Section 136 of the Companies Act, 2013 and rules made thereunder.

Company has not offered its shares to its employees under ESOS during the year under review.

Company has not sanctioned loan to any of its employees for purchase of Company's shares under any scheme.

Number of Meetings of the Board

The Board of Directors, during the financial year 2023-24 duly met 4 times on 16.05.2023, 07.08.2023, 07.11.2023 and 19.01.2024 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Director's Responsibility Statement

In compliance of Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm:

- that in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures; - that such accounting policies have been selected and applied consistently and made judgements 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 on 31st March, 2024 and of the profit of the Company for the year ended on that date; - that proper and sufficient care has been taken 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; - that the annual accounts have been prepared on a going concern basis.

- that internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; - that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

The Company has constituted Audit Committee. For details please refer Corporate Governance Report attached as a separate Annexure - III. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule – IV of the Companies Act and SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors and its Committees on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The performance of each of the Independent Director and non-independent director was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

a) Industry Structure and Developments

The Company is presently not undertaking any manufacturing activity. The Company has infrastructure facility and land for undertaking any kind of activities in near future.

b) Opportunities and Threats

The management is considering undertaking of viable business activities that can be set up in the existing infrastructure facility and land available with the Company. There is no specific threat identified which may affect the existence of the Company.

c) Outlook

The future outlook of the Company depends upon the business activities to be undertaken by the Company.

d) Risks & Concerns

Presently, Company is exposed to the prevalent risks of uncertainties and changes in government policies, unexpected regulatory changes etc

. e) Internal Control Systems and their adequacy

The Company has computerized its accounting system since many years. Adequate internal control system exists in the Company and the internal control system of the Company is commensurate with the size and complexity of the Company's business. The operations are subject to periodic internal audit by independent Auditors.

g) Material Developments in Human Resources, Industrial Relations, Environment, Health & Safety

The Company values and nurtures its human resources. Manpower strength of the Company as on 31st March, 2024 stands at 5.

h) Key Financial Ratios : (in times / %)

(*) Note: Considering the activities of the company and no debt, the said ratios are not applicable to the Company.

Profit of the company varies due to increase / decrease in the fair market value of Non - Current Investment and Current Investmentsheld by the Company during the year compared to its fair market value in preceding previous year.

#There is increase in current investment and fixed Deposit with Banks during the year which has resulted into increase in Current Ratio of the Company.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as a separate Annexure-I.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the copy of Annual Return of the Company for the Financial Year ended 31st March, 2024 will be placed on the Company's website at www.madhusudan-india.com

Corporate Governance

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on Corporate Governance has been included in this Annual Report as a separate Annexure – III.

Particulars of contracts or arrangements with related parties

All transactions entered with Related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm's length basis, the details of which are included in the notes forming part of the financial statements. The particulars of contracts or arrangements with related Parties as per Section 188(1) of the Companies Act, 2013 including arm's length transactions as per Form No. AOC - 2, are enclosed as separate Annexure – IV. Further no materially significant related Party transactions were made by the Company with Directors, Key Managerial Personnel or other designated Persons, which may have a Potential Conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also the Board for approval. The Policy on related Party transactions as approved by the Board is uploaded on the Company's website at: https://www.madhusudan-india.com/related-party-transaction-policy.html

Deposits

The Company has not accepted and not renewed any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, guarantees or investments u/s 186.

The loans if any, made by the Company are within the limits prescribed u/s 186 of the Companies Act, 2013 and no guarantee or security is provided by the Company. The details of Loan, if any are given in the notes to accounts.

Details of investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Internal Control System and its Adequacy

The Company has internal control system commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditor are defined and reviewed by the Audit Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization.

Exchequer

The Company has contributed Rs. 51.47 Lakhs to the exchequer by way of GST, Income Tax, Excise and other fiscal levies.

Risk Management Policy

The Risk Management is overseen by the Audit Committee / Board of Directors of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigatingactions on a continuous basis.

Auditors and their Observations

N. M. Nagri & Co., Chartered Accountants are the statutory auditors of the Company. They are appointed for a period of five years, from the conclusion of 76th AGM till the conclusion of the 81st AGM (AGM of financial year 2026-27).

The Auditors' Report to the members for the financial year under review does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Audit

Pursuant to provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company had appointed Parikh Dave & Associates, Practicing Company Secretaries a peer reviewed firm to undertake the Secretarial Audit of the Company for the year 2023-24. The Secretarial Audit Report for the year 2023-24 given by Parikh Dave & Associates, Company Secretaries in practice is attached as a separate Annexure - V. The Secretarial Audit Report do not contain any qualification, reservation or adverse remark for the financial year ended on 31st March, 2024.

The company is complying with the applicable Secretarial Standards.

Cost Records and Cost Auditors

The Company is not required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014 and also not required to carryout audit of cost records and accordingly Cost Auditors are not appointed

Reporting of Frauds

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

Insurance

Your Company has adequately insured all its properties.

Industrial Relations

Your Company's relations with its employees remained cordial throughout the year. The Directors wish to place on record their deep appreciation for the services rendered by staff members and executives of the Company.

Your Company has taken adequate steps for the health and safety of its employees, as may be necessary and required. During the year under review the Company has not received any complaint under The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Material Changes Affecting Financial Position of the Company

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate, i.e. 31st March, 2024 and the date of the Board's Report.

There is no application pending under the Insolvency and Bankruptcy Code, 2016 against the company.

Change in Nature of Business

There has been no change in the nature of the business of the Company during the Financial year 2023-24.

Orders passed by Regulatory Bodies or Courts

No regulatory body or court or tribunal has passed any significant and material orders impacting the going concern status and operations of the company.

Vigil Mechanism

The company has implemented Vigil Mechanism. For details please refer Corporate Governance Report attached as a separate Annexure - III.

Appreciation

Your Directors would like to place on record their gratitude for the co-operation and assistance given by Bankers and various departments of both State and Central Governments.