As on: Apr 20, 2026 08:29 PM
To,
The Members,
Your directors are pleased in presenting the Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors' Report of your Company for the financial year ended, 31st March, 2025.
1. The summarized financial results for the year ended 31st March, 2025 are as under: - FINANCIAL SUMMARY (STANDALONE)
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
There is continuation of old project in the company and other then that no additional projects ongoing during the said financial year i.e. 2024-2025.
3. DIVIDEND
No Dividend was declared for the current financial year.
4. TRANSFER TO RESERVE:
The Company does not propose to transfer any amount to the General Reserves. However, Company has transferred entire Profit to the Reserve and Surplus.
5. THE CHANGE IN NATURE OF BUSINESS, IF ANY:
There was no change in business of the Company during the period under review.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report.
7. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
Foreign Exchange Earnings : NA Foreign Exchange outgo : NA Energy Absorption : NA
A. the steps taken or impact on conservation of energy: NA
B. the steps taken by the Company for utilizing alternate source of energy: NA
C. the Capital investment on energy conservation equipments: NA Technology Absorption: NA
A. the efforts made towards technology absorption: NA
B. the benefits derived like product improvement, cost reduction, product development or import substitution: NA
C. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA
a) the details of technology imported: NA
b) the year of import: NA
c) whether the technology been fully absorbed: NA
d) the expenditure incurred on Research and Development: NA
8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has a Risk Management Policy however the elements of risk threatening the Company's existence is very minimal.
9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review form part of the Notes to Financial Statements provided in the Annual Report.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013, during the year under review.
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The Secretarial Audit Report received from Mr. Khushal Bherulal Bajaj, Practicing Company Secretary is annexed herewith as "Annexure - II".
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance of Independent Directors.
14. ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.maheshdevelopers.in
15. MEETING OF BOARD AND COMMITTEES OF DIRECTORS:
During the year 7 Board Meetings, 7 Audit Committee Meetings, 2 Nomination & Remuneration Committee Meetings and 1 Stakeholders Relationship Committee Meetings were convened and held. The details of the same along with other Committee are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The annual calendar of meetings is broadly determined at the beginning of each year. The details of the meetings held during the year are as under:
The Company has complied with the requirements of Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of the Composition of the Board.
None of the Independent Directors have any material pecuniary relationship or transactions with the Company.
The Company had 7 Board meetings during the financial year under review.
NUMBER OF AUDIT COMMITTEE MEETINGS
The details of the composition of the Committee and attendance of the members at the meetings are given below:
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist of 3 (Three) Independent Directors, which are as follows:
1. Mr. Jayram Mulchandani - Chairman (Non-Executive & Independent Director)
2. Mr. Mittal Vipul Mehta - Member (Non-Executive & Independent Director)
3. Mr. Mahesh Sapariya - Member (Managing Director)
During the financial year there were 7 meeting held 30-05-2024, 07-08-2024, 15-11-2024, 16-01-2025, 10-022025, 15-02-2025 and 17-02-2025.
The Audit Committee meetings were attended by the other Directors & Chief Financial Officer. The representatives of the Statutory Auditors were also invited to the meeting.
The detail of other committee meetings is as follows:
NOMINATION AND REMUNERATION COMMITTEE:
During the financial year there were one meeting held on 07-08-2024 & 16-01-2025 details of attendance of the members at the meetings are given below:
Salient Features of Nomination and Remuneration policy:
The objective of the policy is to ensure that
• 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; and
• 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.
Further, Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.maheshdevelopers.in/investor-corner
SHAREHOLDER RELATIONSHIP COMMITTEE:
During the financial year there was one meeting held 16-01-2025.
Details of attendance of the members at the meetings are given below:
16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Company's operations and working environment, including possible breaches of Company's policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees.
17. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:
a) That in the preparation of the annual accounts for the period ended 31.03.2025, the applicable accounting standards have 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 at the end of the financial year and the loss of the Company for the period ended 31.03.2025;
c) That the Directors had 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 had prepared the annual accounts on a going concern basis and
e) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
f) internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and were operating effectively.
g) the directors have complied with the provisions of applicable Secretarial standards
18. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint Ventures / Associate Companies.
19. DIRECTORS & KEY MANAGERIAL PERSONAL
Your Company's Board comprises of the following directors: -
Directors/Signatory Details
20. DISQUALIFICATIONS OF DIRECTORS, IF ANY:
None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.
21. DEPOSITS
The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and the rules framed there under.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for Independent Directors.
23. STATUTORY AUDITORS
M/S. BHAIRAVI GALA & ASSOCIATES, Chartered Accountants, are to be appointed as the statutory auditors of the Company in the Annual General Meeting to be held on 7th April, 2026 for a period of for a period of 5 years till the Conclusion of the Annual General Meeting to be held in the year 2029.
The Company has received a certificate from the above Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013
24. SHARES
1. SHARE CAPITAL
There is no change in the share capital of the company during the year under review.
2. BUY BACK OF SECURITIES
The Company has not bought back any shares during the year under review.
3. SWEAT EQUITY
The Company has not issued any Sweat Equity shares during the year under review.
4. BONUS SHARES
No Bonus Shares were issued during the year under review.
5. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option scheme to the employees.
6. DEMATERIALISATION
The shares of the Company were in physical form and now CDSL and NSDL has been admitted for depository services. The ISIN is: INE01MO01013.
25. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.
26. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
27. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT
The Company is having an adequate internal financial control policy.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013.
The Company is committed to providing a safe and conducive work environment to all of its employees and associates. As part of its commitment to ethical practices and good corporate governance, the Company has voluntarily adopted a framework for individuals to seek recourse and redressal in instances of sexual harassment, even though it is not legally mandated to comply with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).
During the year under review, no complaint pertaining to sexual harassment at workplace has been received by the Company.
29. CORPORATE GOVERNANCE
The Company's Paid up Capital and Net worth do not exceed the prescribed limits as on the Financial year 2024-2025 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR) Regulation, 2015 is not applicable on the Company.
30. COST AUDITOR
The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2024-2025.
31. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT. 2013
The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.
32. INTERNAL AUDITOR
The Company is not required to appoint Internal Auditor as it does not fall within purview of section 138(1) of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 and it is not applicable to your Company.
33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
35. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.
36. REPORTING OF FRAUDS:
During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.
37. ACKNOWLEDGEMENT
The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates to all employees of the Company for their sincere work and commitment.
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