To,

The Members,

Your Directors take pleasure in presenting their 35^th Annual Report of the Company along with the Audited Financial Statements, for the period ended 31^st March, 2023.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amount in Lakhs)

2. REVIEW OF FINANCIAL OPERATIONS:

During the year the company reported revenue from operation amounting to Rs.429.54/- and other Income of Rs.60.29/- in Standalone Financial Statement as compared to Other Income of Rs. 129.86/- in Previous Financial Year. The company incurred an expenditure of Rs.391.79/- for the current financial year as compared to Rs.92.47/- in previous year. During the year, Company has reported a net Profit of Rs. 35.94/- as compared to previous year's net Profit of Rs.100.04/- in Standalone Financial Statement.

3. 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.

4. SUBSIDIARIES:

A separate statement containing the salient features of financial statements of all subsidiaries 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 31st March, 2023, Company has following subsidiaries Companies.

1. Minal International FZE 2. Minal Info jewels Ltd 3. M/S RSBL Jewels

5. DIVIDEND AND TRANSFER TO RESERVES:

Considering the financial results of the Company for 2022-23 and the unsettled business environment, the Company is unable to declare a dividend for the current year. 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.

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

There was no change in the nature of business of the Company, during the year under review.

8. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

9. LISTING FEES:

Being listed at BSE Limited, Mumbai, the Company has duly paid the listing fees. The Equity Shares of the Company are listed on the BSE Limited, Mumbai. However, the trading of Shares has been suspended by BSE w.e.f. 21^st December, 2015. However, the company has been granted in-principal approval for revocation of suspension in trading of securities of company on 14-12-2022 and the company has also received post approval for revocation of suspension in trading of equity shares of company on 31-05-2023 and the suspension of trading in equity shares was revoked and trading in shares was started w.e.f. 08-06-2023.

The paid-up equity share capital of your company stood at Rs. 38,38,01,300 consisting of 19,19,00,650 equity shares of Rs. 2/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Company's Website www.minalindustrieslimited.in

There are no employees in the Company, who if employed throughout the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the report of the Directors in accordance with the provisions contained under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Amulbhai Jethabhai Patel (DIN: 00183464), has tendered his resignation as the Independent Director of the Company, with effect from August 26, 2023, citing preoccupation and other personal commitments. Consequently, he shall also cease to be a Member of the Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee of the Company.

Mr. Subham Chand Jain. (DIN-10293473) is appointed as the Independent Director of the Company, with effect from August 26, 2023.

The term of his appointment as an Independent Director will be for a period of 5 (five) years, subject to the approval of shareholders in the ensuing Annual General Meeting.

Simultaneously appointed him as a member of the Audit Committee, Nomination and Remuneration Committee, Stakeholder and Relationship Committee of the Company with immediate effect.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

As on March 31, 2023, the following were Key Managerial Personnel ("KMP") of the

Company as per Sections 2(51) and 203 of the Act:

1. Shri. Shrikant Jesinglal Parikh, Managing Director & CEO.

2. Ms. Harshala Keshav Karangutkar, CFO.

3. Mr. Piyush Harish Talyani, Company Secretary.

During the financial year, the Board of Directors had met 5 (five) times on 30th May, 2022, 9th August, 2022, 1st September, 2022, 14th November, 2022 and 14th February, 2023.

As required under the Act, and the Listing Regulations, the Company has constituted the following statutory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Composition of Audit Committee as on March 31, 2023.

The Composition of Nomination and Remuneration Committee is as Follows.

The Composition of Stakeholders Relationship Committee:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the Annual financial statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) 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 of the Company for that period.

c) Have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) Have prepared the Annual accounts on a going concern basis.

e) Have laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and are operating effectively.

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

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Company at its 32nd AGM appointed M/s. HPVS & Associates, Chartered Accountants, (Firm registration No: 137533W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 27^th AGM until the conclusion of 36^th AGM of the Company. The Company has received confirmation from the Auditors that they are eligible to continue as the statutory auditors of the Company. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by Members at every AGM has been done away with. The Reports given by M/s. HPVS & Associates, Chartered Accountants on the financial statements of the Company for FY 2022-23 are part of the Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company has appointed M/s. HSPN & Associates, LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report (MR-3) signed by Mr. Prakash Naringrekar (ACS No: 5941), Partner, HSPN & Associates, LLP, Company Secretaries for the year ended on 31^st March, 2023 is self-explanatory and is annexed herewith as "Annexure

A".

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. R. H. Modi & Co., Chartered Accountants as the Internal Auditors of the Company for Financial Year 2022-2023.

For the FY 2022-23, cost audit is not applicable to the Company.

18. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

The Auditors' Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an ‘Annexure which forms part of this report.

Further explanation/comments on the observation of Secretarial Auditors is as under:

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 has not been transferred.

Pursuant to Section 39(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not transferred unclaimed shares to separate suspense account.

The Company has not charged interest on Intercorporate loan pursuant to section 186(7) of the Companies, Act, 2013, during the year.

During the period under review, 100% Promoters holding was not in Demat. However, as on signing this Report, the 100% Promoters holding is in Demat form.

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 Annexure - B.

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: https://www.minalindustrieslimited.in.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors 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 Director's Report.

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

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 Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as ‘Annexure C'.

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 of the Company as at March 31, 2023 is uploaded on the website of the Company and can be accessed at website of the Company www.minalindustrieslimited.in.

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. The performance of Board, its Committees and Individual Director were reviewed during the year pursuant to Section 134(3)(p) of the Companies Act, 2013.

The Company has complied with the corporate governance requirements under the Act, and the Listing Regulations. A separate section on Corporate Governance along with a certificate from the practicing Company Secretary confirming compliance forms an integral part of this Annual Report Annexure D.

The information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as

"Annexure to this Report Annexure E."

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for the period ended March 31, 2023 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 F'.

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

In terms of provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Compliance Officer of the Company at the meeting of the Board of Directors stating that they fulfill the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 and are not being disqualified to act as an Independent Director. In terms of Regulation 25 sub-regulation 7 of the SEBI (LODR) Regulations 2015, the Company has adopted a familiarization programme for Independent Directors.

The Independent Directors met once on February 14, 2023 during the year to review the working of the Company, its Board and Committees. 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.

The familiarization program aims to provide Independent Directors with the 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

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company's website www.minalindustrieslimited.in.

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters,

Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. 'Annexure' in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with

Related Party are provided in the Company's financial statements in accordance with the

Accounting Standards. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at www.minalindustrieslimited.in.

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2023 and the Internal Financial Controls are operating effectively commensurate with size and nature of business operations.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

During the year there were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

The BSE (Bombay Stock Exchange) had suspended for trading in the equity shares of the Company w.e.f. 21^st December, 2015 due to penal reason. The company had also made an application for revocation of suspension of trading in equity shares of the company. Accordingly, the company has been granted In Principle approval for revocation of suspension in trading of securities of company on 14th December, 2022 and the Company has also received post approval for revocation of suspension in trading of equity shares was revoked and trading in shares was started June 8 2023.

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

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.

The following is a summary of sexual harassment complaints received and disposed of during the year 2022-23.

i) No of complaints received : Nil ii) No of complaints disposed of : Nil

Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended 31st March, 2023.

By Order of the Board of Directors Minal Industries Limited