Directors Report of Madhusudan Industries Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the Annual Report together with the Audited Financial Statements of your Company for the year ended 31^st March, 2025.

Performance

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

Particulars	Year ended	(Rs. in lakhs) Year ended
Revenue From Operations	March 31, 2025 127.07	March 31,2024 121.54
Other Income	132.78	303.35
Total Income	259.85	424.89
Profit before Depreciation and Taxes	(43.14)	316.27
Deducting there from Depreciation	9.32	10.47
Profit / (Loss) before tax after exceptional item	(52.46)	305.80
Deducting there from taxes of: - Current Tax & Earlier year tax	27.88	17.07
- Deferred Tax	(41.19)	56.79
Profit for the period	(39.15)	231.94
Add/(Less): Other Comprehensive Income(Net of Tax)	(2.78)	(2.44)
Total Comprehensive Income	(41.93)	229.50

Highlights / Performance of the Company

Total revenue from operations of the Company was Rs. 127.07 Lakhs during the year, as compared to Rs. 121.54 Lakhs in the previous year. The other income of the company stood at Rs. 132.78 Lakhs during the year under review as compared to Rs. 303.35 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 31^st March, 2025 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

Mr. Daarrpan Shah & 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.

During the year, Mr. Yogendra Jhaveri, Non-Executive Independent Director of the Company expired on 26^th March, 2025 and he ceased to be the director. The board placed its warm appreciation for the contribution made by him to the Company.

Mr. Premchand Surana, Mr. P. K. Shashidharan and Mr. Rajesh B. Shah are the Non-Executive Non-Independent Director of the Company. Mr. Rajesh B. Shah, director is due to retire at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

After closure of financial year, the Board of Directors at its meeting held on 27^th May, 2025 has appointed Mr. Jwalasingh Tulsiram Rajput as an Additional Director (Independent) of the Company. In terms of Regulation 17(1A) of SEBI (LODR) Regulations, 2015, consent of members by way of special resolution is required for continuation of directorship of Independent Non-Executive Director, beyond the age of 75 years. During the tenure Mr. Jwalasingh Rajput will attain the age of 75 years. Accordingly approval of members is proposed for his appointment for the term of 5 years effective from 27^th May, 2025 and continuation of his directorship from the day he attains the age of 75 years till the expiry of his term.

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 included 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

- Mrs. 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 2014is 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 2024-25 duly met 4 times on 9^th May, 2024, 6^th August, 2024, 28^th October, 2024 and 4^th February, 2025, 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 31^st March, 2025 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. Management Discussion and Analysis 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. f) Financial performance with respect to Operational Performance is discussed in the main part of the report. 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, 2025 stands at 5.

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

Sr. No. Ratio 12024-25 12023-24

1 Debtors Turnover -times* N.A. N.A.

2 Inventory Turnover* N.A. N.A.

3 Interest Coverage Ratio* N.A. N.A.

4 Current Ratio - times 70.90 71.71

5 Debt. Equity Ratio* N.A. N.A.

6 Operating Profit Margin % -41.28 251.60

7 Net Profit Margin % -30.81 190.83

8 Return on Net Worth % -1.39 8.55

Notes

* 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 Investments held by the Company during the year compared to its fair market value in preceding previous year.

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 31^st March, 2025 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. 54.19 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 mitigating actions 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 76^th AGM till the conclusion of the 81^st 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 2024-25.

The Secretarial Audit Report for the year 2024-25 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.

Further, in terms of amendment in Regulation 24A of SEBI Listing Regulations, the Company is required to appoint a Secretarial Auditor for period of 5 (five) years with the approval of its shareholders. The Board of Directors on the recommendation of the Audit Committee, appointed M/s. Parikh Dave & Associates as the Secretarial Auditor of the Company for period of five financial years from FY 2025-26 to FY2029-30 and recommended their appointment to shareholders by placing resolution in the notice of ensuing AGM.

The company is in compliance 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. During the year, provision of the Maternity Benefit Act is not applicable to the Company.

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. 31^st March, 2025 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 2024-25.

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.

---

Mar 31, 2024

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

Performance

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

(Re in lakhs)

	March 31,2024	March 31,2023
Revenue From Operations	121.54	115.63
Other Income	303.35	330.72
Total Income	424.89	446.35
Profit before Depreciation and Taxes	316.27	351.23
Deducting there from Depreciation	10.47	12.95
Profit / (Loss) before tax after exceptional item Deducting there from taxes of:	305.80	338.28
- Current Tax & Earlier year tax	17.07	44.96
- Deferred Tax	56.79	52.62
Profit for the period	231.94	240.70
Add/(Less): Other Comprehensive Income(Net of Tax)	(2.44)	(0.53)
Total Comprehensive Income	229.50	240.17

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 31^st 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 7^th August 2023 and members at their 77^th Annual General Meeting held on dated 14^th September, 2023 have approved her
appointment as an Independent Director for five consecutive years for a term up to 6^th 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 31^st 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 15^th 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 31^st 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.

Management Discussion and Analysis

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.

f) Financial performance with respect to Operational Performance is discussed in the main part of the report.

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 31^st March, 2024 stands at 5.

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

Sr. No.	Ratio	2023-24	2022-23
1	Debtors Turnover -times1	N.A.	N.A.
2	Inventory Turnover1	N.A.	N.A.
3	Interest Coverage Ratio1	N.A.	N.A.
4	Current Ratio - times#	71.71	51.30
5	Debt. Equity Ratio1	N.A.	N.A.
6	Operating Profit Margin %	251.60	295.55
7	Net Profit Margin %	190.83	208.17
8	Return on Net Worth %	8.55	9.71

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 76^th AGM till the conclusion of the 81^st 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 31^st 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. 31^st 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.

For and on behalf of the Board of Directors,

Madhusudan Industries Limited

Premchand Surana (DIN : 06508125) Yogendra Jhaveri (DIN : 09158111)

Non-Executive Director Independent Director

P. K. Shashidharan (DIN : 06506263) Daarrpan Shah (DIN : 09449828)

Non-Executive Director Independent Director

Ahmedabad Rajesh B. Shah (DIN: 00607602) Dipti Zaveri (DIN:10240873)

6^th August 2024. Non-Executive Director Independent Director

1

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 31^st 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-partv-transaction-policv.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.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2015.

Performance

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

Year ended Year ended March 31, 2015 March 31, 2014 (Rs. in lacs) (Rs. in lacs)



Profit before Depreciation and Taxes 40.01 70.99

Deducting therefrom Depreciation 22.39 12.89

Profit before tax and Exceptional item 17.62 58.10

Deducting therefrom taxes of:

- Current Tax — —

- Deferred Tax — —

Profit after tax 17.62 58.10

Add: Balance brought forward from previous year (-)691.97 (-) 750.08

Amount available for Appropriations (-)674.35 (-) 691.97

The proposed appropriations are :

1. Proposed Dividend — —

2. Tax on proposed Dividend — —

3. Debenture Redemption Reserve — —

4. Balance Carried forward (-) 674.35 (-) 691.97

Total (-) 674.35 (-) 691.97

Review of Company's Performance

The company continued with the horticulture operations during the year. Production of green capsicum continued and the total production during the year was 17.37 MT. We have also produced vegetables and Madhukamini in the open space available at the factory premises. As the life of green houses is over, it is not viable to continue the horticulture operations. Therefore, it is decided to discontinue the production of horticulture products. The rental income of godowns was Rs.86.17 lac during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the BSE Limited and the Companies Act, 2013, Report on Corporate Governance along with the Auditors' certificate on its compliance have been included in this Annual Report as a separate annexure.

Directors' 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 there are no material departures;

* that such accounting policies have been selected and applied 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 as on March 31,2015 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.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Share Capital

The paid up Equity Share Capital as on 31st March, 2014 and as on 31st March, 2015 was Rs. 268.75 lacs. During the year under review, the Company has not issued any shares.

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & 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.

Exchequer

The Company has contributed Rs.11.01 lac to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

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

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.

The Company has no employee as specified under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence, there is no information required to be provided in this regard.

Directors

Members at the Annual General Meeting held on 26.09.2014 have appointed Shri Rajesh B. Shah, Shri Prem Chand Surana and Smt. Rutva Acharya as Independent Directors of the Company to hold office for five consecutive years for a term up to 31st March, 2019 (they will not retire by rotation).

Shri P. K. Shashidharan is due to retire at the end of the ensuing Annual General Meeting and being eligible, offers himself for the re-appointment. Brief resume of Shri P. K. Shashidharan as required as per clause 49 of the Listing Agreement executed with the BSE Limited is provided in the notice convening the Annual General Meeting of the Company.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of The Companies Act, 2013. The company keeps informed independent directors about changes in the Companies Act, 2013 from time to time and their role, duties and responsibilities.

Auditors

H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Secretarial Audit

Secretarial Audit Report given by Umesh Parikh and Associates, Company Secretaries in practice is annexed with this report.

Extract of Annual Return

The details forming part of the extract of the annual return in Form No.MGT-9 is annexed herewith as a separate Annexure.

Particulars of Loans, guarantees or investments under section 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.

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

Particulars of contracts or arrangements with related parties:

The particulars of contracts or arrangement with related parties as per Section 188(1) of Companies Act 2013, including arm's length transactions are enclosed as separate Annexure in Form No.AOC-2

There are no materially significant related party transactions 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 the Board for approval. The Policy on related party transactions as approved by the Board is uploaded on the Company's website.

Insurance

Your Company has adequately insured all its assets.

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 workers, staff members and executives of the Company.

Your Company has taken adequate steps for the health and safety of its employees, as required under the Gujarat Factories Rules, 1963.The Company has not received any complaint under The Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013.

Appreciation

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

For and on behalf of the Board of Directors, Ahmedabad Rajesh B. Shah 27th May, 2015 Sanwarmal D. Agarwal P. C. Surana Rutva Acharya Directors

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2014.

Performance

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

Year ended Year ended March 31, 2014 March 31, 2013 (Rs. in lacs) (Rs. in lacs)

Profit before Depreciation and Taxes & Exceptional item 86.99 86.92

Deducting therefrom Depreciation 12.89 15.33

Profit/Loss before tax and Exceptional item 74.10 71.59

Less : Exceptional Item 16.00 -

Profit before tax 58.10 71.59

Deducting therefrom taxes of:

* Current Tax - -

* Deferred Tax - -

Profit after tax 58.10 71.59

Add: Balance brought forward from previous year (-) 750.08 (-) 821.67

Amount available for Appropriations (-) 691.97 (-) 750.08

The proposed appropriations are:

1. Proposed Dividend - -

2. Tax on proposed Dividend - -

3. Debenture Redemption Reserve - -

4. Balance Carried forward (-) 691.97 (-) 750.08

Total (-) 691.97 (-) 750.08

Review of Company''s Performance

The company continued with the horticulture operations during the year. Production of colour capsicum continued till May, 2013. Thereafter we started to produce only green capsicum. The life of the green houses are over and it got damaged due to storm and rain. The total production of colour capsicum and green capsicum during the year was 7.47 MT and 17.64 MT respectively. We have also cultivated vegetables and Golden Rod in the open space available at the factory premises. The rental income of godowns was Rs. 79.41 lacs during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Management Discussion and Analysis

a) Industry structure and developments

The Company has existing infrastructure readily available for undertaking suitable manufacturing activity in future.

b) Opportunities & threats

The future of horticulture industries remains bright, but the extreme weather conditions and poor quality of water available in our factory premises continue to be a threat.

c) Segment-wise/Product-wise performance

During the year, the income from horticulture was Rs. 6.71 lacs. The total production of Capsicum was 25.11 MT. While turnover from horticulture division decreased from Rs.6.89 lacs to Rs.6.71 lacs, the overall profit also decreased from Rs. 71.59 lacs to Rs. 58.10 lacs. This was mainly due to the loss of Rs. 15,99,600/- on sale of entire share holding of wholly owned subsidiary - Madhusudan Fiscal Limited during the year. This loss is shown as exceptional item. Madhusudan Fiscal Limited has now ceased to be a subsidiary or a group company and hence no consolidated accounts are prepared as on 31st March, 2014.

d) Outlook

The Company has decided to continue growing Green Capsicum and vegetables in open areas.

e) Risks and concerns

It is a challenging task to market the horticulture products as the commodity is a perishable item and the market is volatile. We supply our produce directly to the main Vendor.

f) Internal control system and their adequacy

The Company has computerized its accounting system since many years. The system of internal control 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) Financial performance with respect to Operational Performance is discussed in the main part of the report.

h) Material development in Human Resources/Industrial Relations

The Company values and nurtures its human resources and Company would continue to adopt and implement the best HRD practices in future.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance has been included in this Annual Report as a separate annexure.

Directors'' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, Directors of your Company confirm:

* that the applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures;

* that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 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, 1956 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.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report.

Exchequer

The Company has contributed Rs. 10.14 lac to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

During the year, the company has repaid Fixed Deposits of Rs. 1.80 lacs. There is no Fixed Deposit outstanding as on 31.03.2014.

Subsidiary Company

During the year, the company has sold its entire shareholding (12,90,000 shares - 100%) in the wholly owned subsidiary company viz. Madhusudan Fiscal Limited on 22.08.2013. Madhusudan Fiscal Limited has now ceased to be a subsidiary company or a group company.

Finance

The Company has obtained credit facilities from Bank of Baroda.

Employees

The Company has no employee as specified under Section 217(2A) of the Companies Act, 1956, hence, there is no information required to be provided in this regard.

Directors

Shri S. N. Mohata has resigned as director w.e.f. 30-07-2013. Board of Directors places on record their appreciation for the contribution made by him to the Company. Shri Prem Chand Surana has been appointed as an Additional Director w.e.f. 30-07-2013.

Shri Sanwarmal Agarwal and Shri Rajesh B. Shah, directors are due to retire at the end of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resumes of directors as required under clause 49 of the Listing Agreement executed with the Stock Exchange are provided in the notice convening the Annual General Meeting.

Auditors

M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Insurance

The Company has adequately insured all its assets.

Industrial Relations

The Company''s relations with its employees remained cordial during the year.

The Company has taken adequate steps for the health and safety of its employees.

Appreciation

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

For and on behalf of the Board of Directors,

Ahmedabad Rajesh B. Shah 29th May, 2014 Sanwarmal D. Agarwal P. C. Surana Directors

---

Mar 31, 2013

To The Members,

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2013.

Performance

The summary of your Company''s financial performance is given below: Year ended Year ended March 31, 2013 March 31, 2012 (Rs. in lacs) (Rs. in lacs)

Profit before Depreciation and Taxes 86.92 86.35

Deducting therefrom Depreciation 15.33 18.59

Profit / Loss before tax 71.59 67.76

Deducting therefrom taxes of:

- Current Tax

- Deferred Tax

Profit after tax 71.59 67.76

Add: Balance brought forward from previous year (-) 821.67 (-) 889.43

Amount available for Appropriations (-) 750.08 (-) 821.67

The proposed appropriations are :

1. Proposed Dividend

2. Tax on proposed Dividend

3. Debenture Redemption Reserve

4. Balance Carried forward (-) 750.08 (-)821.67

Total (-)750.08 (-)821.67

Review of Company''s Performance

During the year, Company continued with the horticulture operations. All the three green houses were utilized for production of colour capsicum and quantity produced was 31.97 MT Other varieties of seasonal vegetables have been produced in open area. We have also utilized the open space available in the factory premises, to increase cultivation of vegetables and golden rods. The rental income of godowns was Rs.77.34 lac during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance has been included in this Annual Report as a separate annexure.

Directors'' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, Directors of your Company confirm: that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 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, 1956 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.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report.

Exchequer

The Company has contributed Rs.9.87 lacs to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

Fixed Deposits from the Public, outstanding as on 31st March 2013 was Rs.1.80 lacs. There are eleven Fixed Deposit holders with Rs.1.80 lacs of unclaimed / unrenewed deposits as on 31st March, 2013. The Company on the basis of the working results during the year under review, can accept deposits from the Public as well as from the shareholders to the extent of Rs.4.56 crores.

Subsidiary Company

The particulars required Under Section 212 of the Companies Act, 1956 in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is appended.

The Ministry of Corporate affairs has, vide General Circular No.2/2011 dated 8th February, 2011, granted general exemption for not attaching the annual accounts of the subsidiary company with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 27th May, 2013 has given their consent, for not attaching the Annual Accounts of the Subsidiary Company with that of the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account, Directors'' Report and Auditors'' Report of the Subsidiary Company and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Company concerned. Further, the financial data of the Subsidiary Company has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

Interest in subsidiary Company:

Your directors propose to disinvest holding in the wholly owned subsidiary company viz. Madhusudan Fiscal Limited, which will be decided after necessary approvals.

Finance

The Company has obtained credit facilities from Bank of Baroda.

Employees

The Company has no employee as specified under Section 217(2A) of the Companies Act, 1956, hence, there is no information required to be provided in this regard.

Directors

Shri B. D. Sharma has resigned as director of the company w.e.f. 09.08.2012. Shri Nilesh Gandhi was appointed as Director w.e.f. 9-08-2012 and resigned w.e.f. 26-02-2013. Board of directors places on records their appreciation for the contributions made by them to the company. Shri P. K. Shashidharan has been appointed as an additional director of the company w.e.f. 26.02.2013.

Shri Shree Narayan Mohata and Shri Sanwarmal Agarwal, directors are due to retire at the end of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resumes of Shri Shree Narayan Mohata, Shri Sanwarmal Agarwal and Shri P.K. Shashidharan, directors as required under clause 49 of the Listing Agreement executed with the Stock Exchange are provided in the notice convening the Annual General Meeting.

Auditors

M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Insurance

The Company has adequately insured all its assets.

Industrial Relations

The Company''s relations with its employees remained cordial during the year.

The Company has taken adequate steps for the health and safety of its employees.

Appreciation

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

For and on behalf of the Board of Directors,

Ahmedabad Rajesh B. Shah

27th May, 2013 Sanwarmal D. Agarwal

Directors

---

Mar 31, 2012

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2012.

Performance

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

Year ended Year ended March 31, 2012 March 31, 2011 (Rs. in lacs) (Rs. in lacs)

Profit before Depreciation and Taxes 86.35 66.85

Deducting therefrom Depreciation 18.59 23.05

Profit/Loss before tax 67.76 43.80

Deducting therefrom taxes of:

- Current Tax - -

- Deferred Tax - -

Profit after tax 67.76 43.80

Add: Balance brought forward from previous year (-) 889.43 (-) 933.23

Amount available for Appropriations (-) 821.67 (-) 889.43

The proposed appropriations are :

1. Proposed Dividend - -

2. Tax on proposed Dividend - -

3. Debenture Redemption Reserve - -

4. Balance Carried forward (-)821.67 (-)889.43

Total (-)821.67 (-)889.43

Review of Company's Performance

During the year, Company continued with the horticulture operations. All the three green houses were utilized for production of colour capsicum and quantity produced was 29.51 MT We have also moved towards producing other varieties of seasonal vegetables in open area. The Company is now looking forward to utilize the open space available in the factory premises, to increase cultivation of vegetables and golden rods. All the godowns have been given on rent and rental income increased from Rs. 73.49 lac to Rs. 79.77 lac during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance has been included in this Annual Report as a separate section.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, Directors of your Company confirm:

- that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

- that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 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, 1956 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.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report.

Exchequer

The Company has contributed Rs. 8.01 lacs to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

Fixed Deposits from the Public, outstanding as on 31st March 2012 was Rs. 49.34 lacs. There are Thirty Three Fixed Deposit holders with Rs. 10.54 lacs of unclaimed/unrenewed deposits as on 31st March 2012. The Company on the basis of the working results during the year under review, can accept deposits from the Public as well as from the shareholders to the extent of Rs. 426.31 lacs.

Subsidiary Company

The particulars required Under Section 212 of the Companies Act, 1956 in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is appended.

The Ministry of Corporate affairs has, vide General Circular No.2/2011 dated 8th February, 2011, granted general exemption for not attaching the annual accounts of the subsidiary company with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 30th May, 2012 has given their consent, for not attaching the Annual Accounts of the Subsidiary Company with that of the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account, Directors' Report and Auditors' Report of the Subsidiary Company and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Company concerned. Further, the financial data of the Subsidiary Company has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

Finance

The Company has obtained credit facilities from Bank of Baroda.

Employees

The Company has no employee as specified under Section 217(2A) of the Companies Act, 1956, hence, there is no information required to be provided in this regard.

Directors

Shri Sanwarmal Agarwal and Shri Rajesh B. Shah directors are due to retire at the end of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The brief resumes of Shri Sanwarmal Agarwal and Shri Rajesh B. Shah directors as required by clause 49 of the Listing Agreement with Stock Exchange, are provided in the notice convening the Annual General Meeting of the Company.

Auditors

M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Insurance

The Company has adequately insured all its assets.

Industrial Relations

The Company's relations with its employees remained cordial during the year.

The Company has taken adequate steps for the health and safety of its employees.

Appreciation

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

For and on behalf of the Board of Directors,

Rajesh B. Shah Sanwarmal D. Agarwal Directors

Ahmedabad 30th May, 2012

---

Mar 31, 2010

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2010.

Performance

The summary of your Companys financial performance is given below:



Year ended Year ended

March 31,2010 March 31, 2009

(Rs. in lacs) (Rs. in lacs)

Profit before Depreciation and Taxes 33.95 (-) 122.58

Deducting therefrom Depreciation 24.36 14.36

Profit / Loss before Sax 9.59 (-) 136.94

Deducting therefrom taxes of:

- Current Tax - -

- Deferred Tax - -

- Fringe Benefit Tax - 1.20

Profit after tax 9.59 (-) 138.14

Add: Balance brought forward from previous year (-) 942.82 (.) 804.68

Amount available for Appropriations (-) 933.23 (-) 942.82 The proposed appropriations are :

1. Proposed Dividend - -

2. Tax on proposed Dividend - -

3. Debenture Redemption Reserve - -

4. Balance carried to Balance Sheet (-) 933.23 (-) 942.82

(-) 933.23 (-) 942.82



Review of Companys Performance

The Company continued consolidation in the field of Horticulture by bringing additional 7200 sq. mtrs. of land under Net house cultivation, wherein soilless cultivation of colour Capsicum in growbags was undertaken. The Company brought additional area of nearly 3000 sq. mtrs. under open cultivation of Tube Rose. Further, Golden Rod plantation was carried out in 5600 sq. mtrs. on erstwhile waste land. With all these efforts the • Companys income from Horticulture increased compared to the first year of operation. The Company has rented part of the premises and godowns which are not put to horticulture operations.

Management Discussion and Analysis Report

a) industry structure and development

The Company has reasons to be satisfied with its performance in the field of Horticulture, especially as the venture has been undertaken in erstwhile industrial land, overcoming the inherent drawback of poor quality soil. The Company is focusing more and more on soilless cultivation and hydroponics. Hydroponics and soilless cultivation are especially suitable for growing medicinal plants as well as other crops free from any heavy metallic impurities. The Company is going to focus on growing vegetables in the days to come to generate more revenues.

b) Opportunities and threat

The future of agro industrial and investments Temains bright. The Company would gradually move towards growing vegetables and medicinat plams to eam nigher revenues. The ready availability of infrastructure would permit the Company to get into processing and packing of agricultural products. However, the extreme weather conditions and poor quality of water continue to pose a threat, which has to be countered by use of R.O. Plant with resultant significant cost additions.

c) Segment - wise / Product wise performance

The Company has befformed satisfactorily in the Horticulture in its second year of operations. The turnover is Rs.41.21 lacs as against Rs.8.85 lacs last year.

d) Outlook

The future of tne Company is bright. The Company is considering plans to diversify into medicinal plants and vegetables to earn higher revenues. The Company is on the look out to diversify into newer areas to capitalise on its past track record and performance. e) Risks and concerns

The marketing of horticulture products is a challenging task, as apart from being a perishable commodity, the market is very volatile. The Company is leveraging on its past marketing experience to overcome these problems by exploring possibility of tying up with dedicated vendors and long term contracts.

f) internal control system and their adequacy

The Company has computerised its accounting system since many years which has proved versatile. The system of internal control of the Company is commensurate with the size and complexity of the Companys business, in addition, the operations are subject to periodic internal audit by independent Auditors.

g) Financial performance with respect to Operational Performance is discussed in the main part of the report

h) Material development in Human Resources / Industrial Relations

The company values and nurtures its human resources and Company would continue to adopt and implement the best HRD practices in future.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance has been included in this Annual Report as a separate section.

Directors Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, Directors of your Company confirm:

that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures; that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 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, 1956 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.

Dividend

Your Directors have not recommended any dividend as consolidation and restructuring process is underway.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report.

Exchequer

The Company has contributed Rs.5.84 lacs to the exchequer by way of Excise Duty, Customs duty, Income tax, VAT and other fiscal levies.

Fixed Deposits

Fixed Deposits from the Public, outstanding as on 31st arch 2010 was Rs.232.84 lacs. There are Forty Four Fixed Deposit holders with Rs.19.43 lacs of unclaimed/ unrenewed deposits as on 31st March 2010. The Company on the basis of the working results during the year under review, can accept deposits from the Public as well as from the shareholders to the extent of Rs.387.32 lacs. Subsidiary Company

The particulars required Under Section 212 of the Companies Act, 1956 in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is appended.

Finance

The Company has obtained credit facilities from Bank of Baroda.

Employees -

The Company has no employee as specified under Section 217(2A) of the Companies Act, 1956, hence, there is no information required to tie provided in this regard.

Directors

Shri Sanwarmal Agarwai and Shri Rajesh B Shah, directors are due to retire at the end of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The brief resumes of sanwarmal Agarwal and Shri Rajesh B. Shah, directors as required by clause 49 of the Listing Agreement with Stock Exchange, are provided in the notice convening the Annual General Meeting of the Company

Auditors

M/s H V Vasa & Co. Statutory Auditors of the Company retire at the end of forthcoming Annual janaral , Meeting and he bte offer themselves for reappointment. The Board recommends their re-appointmept at the ensuing Annual General Meeting.

Insurance

The Company has adequately insured all its assets.

Industrial Relations

The companys relations with ,its employees remained cordial during the year.

The Company has taken adequate steps for the health and safety of its employees.

Appreciation

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



For and on behalf of the Board of Directors,



Rajesh B. Shah

Sanwarmal D. Agarwal

27th May, 2010 Directors