To,
The Members,
Mihika Industries Limited,
Your directors pleased to present the 43rd Annual Report on the Business and
Operations of the Company together with the Audited Financial Statement for the Financial
Year ended on 31st March, 2026.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st
March, 2026 and for the previous financial year ended on 31st March, 2025 is
given below:
(Rs. in Lakhs)
| Particulars |
Financial Year 2025-26 |
Financial Year 2024-25 |
| Revenue from Operations |
267.64 |
3,473.83 |
| Other Income |
57.83 |
60.02 |
| T otal Revenue |
325.46 |
3,533.85 |
| T otal Expenses |
316.84 |
3,522.71 |
| Profit / Loss before Exceptional and Extra- Ordinary Items and Tax
Expenses |
8.62 |
11.15 |
| Add / Less: Exceptional and Extra Ordinary Items |
0.00 |
0.00 |
| Profit / Loss before Tax Expenses |
8.62 |
11.15 |
| Less: Tax Expense |
|
|
| Current Tax |
0.00 |
0.00 |
| Deferred Tax |
0.00 |
0.00 |
| Tax of Earlier Year |
0.00 |
5.68 |
| Profit / Loss for the Period |
8.62 |
5.46 |
| Earnings Per Share (EPS) |
|
|
| Basis |
0.09 |
0.05 |
| Diluted |
0.09 |
0.05 |
2. OPERATIONS:
Total revenue for Financial Year 2025-26 is Rs. 325.46 Lakhs compared to the total
revenue of Rs. 3,533.85 Lakhs of previous Financial Year. The Company has incurred profit
before tax for the Financial Year 2025-26 of Rs. 8.62 Lakhs as compared to Profit before
tax of Rs. 11.15 Lakhs of previous Financial Year. Net Profit after Tax for the Financial
Year 2025-26 is Rs. 8.62 Lakhs as against Net Profit after tax of Rs. 5.46 Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for
future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial Year 2025-26, there was no change in the nature of business of the
Company.
4. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your directors
do not recommend any dividend for the Financial Year 2025-26 (Previous year - NIL).
5. SHARE CAPITAL:
A. Authorised Share Capital:
The Authorised Share Capital of the Company as on 31st March, 2026 is Rs.
10,00,00,000/- (Rupees Ten Crores Only) divided into 10,00,00,000 (Ten Crores) Equity
Shares of Rs. 10.00/- (Rupees Ten Only).
B. Paid-up Share Capital:
The Paid-up share capital of the Company as on 31st March, 2026 is Rs.
10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (Ten Crores) Equity
Shares of Rs. 10.00/- (Rupees Ten Only).
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”). During the year under review, there was
no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a
period of seven years from the date of transfer of such unpaid dividend to the said
account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.
7. TRANSFER TO RESERVES:
The Profit of the Company for the Financial Year ending on 31st March, 2026
is transferred to profit and loss account of the Company under Reserves and Surplus.
8. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website at
https://www.mihikaindustries.co.in/.
9. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:
• Increase in Authorised Share Capital and Alteration of the Capital clause in
Memorandum of Association of the Company.
The Board of Directors, at its meeting held on 17th July, 2026 approved the
proposal for increase in the Authorised Share Capital of the Company from the existing
^10,00,00,000 (Rupees Ten Crores only), comprising 1,00,00,000 (One Crore) Equity Shares
of ^10/- (Rupees Ten only) each, to ^100,00,00,000 (Rupees One Hundred Crores only),
comprising 10,00,00,000 (Ten Crores) Equity Shares of T10/- (Rupees Ten only) each,
ranking pari passu in all respects with the existing Equity Shares of the Company, subject
to the approval of the Members of the Company at the ensuing General Meeting.
• Raising of funds by way of Right Issue
The Board of Directors, at its meeting held on 17th July, 2026 approved the
proposal for raising funds through the issuance and allotment of Equity Shares having a
face value of ^10/- (Rupees Ten only) each, for an aggregate amount not exceeding ^90
Crores (Rupees Ninety Crores only), by way of a rights issue to the eligible equity
shareholders of the Company as on the record date to be determined and notified
subsequently.
The Rights Issue shall be undertaken on such terms and conditions, including the issue
price, rights entitlement ratio, record date and other related matters, as may be
determined by the Board of Directors or a duly constituted committee thereof at a later
date, subject to receipt of applicable regulatory and statutory approvals and in
accordance with the applicable provisions of law, including the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Companies Act, 2013, and the rules and regulations made thereunder,
as amended from time to time.
Further, the Board has authorized the "Right Issue Committee", a
sub-committee of the Board of Directors of the Company, to decide all matters relating to
the aforesaid proposed issuance of equity shares on rights basis including finalization
and approval of the detailed terms and conditions of the issue and number of equity shares
to be issued.
Further, the Board has appointed various intermediaries for the Proposed Right issue of
the Company.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There is no significant material orders passed by the Regulators or Courts or Tribunal,
which would impact the going concern status of the Company and its future operation.
11. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 10 (Ten) times viz. 20th
May, 2025, 23rd May, 2025, 6th June, 2025, 13th August,
2025, 6th September, 2025, 18th October, 2025, 12th
November, 2025, 2nd February, 2026, 4th February, 2026 and 13th
February, 2026.
12. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2026 the applicable accounting standards have been followed and there is no
material departure from the same;
b. The Directors had 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 financial year and of the
loss of the Company for the financial year ended on 31st March, 2026.
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively and
f. 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.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to Company
as the Company does not fall under the criteria limits mentioned in the said section of
the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned
for Corporate Social Responsibility.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future
outlook as per "Annexure - II".
15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
16. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.
17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY
OF THE COMPANY:
The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors
to ensure smooth operations and effective management control. The Audit Committee also
reviews the adequacy of the risk management frame work of the Company, the key risks
associated with the business and measures and steps in place to minimize the same.
18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and
the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive,
Non-Independent Directors. These meetings were intended to obtain Directors' inputs on
effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties
• Role and functions
b) For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
20. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT.2013:
The details of loans, investment, guarantees and securities covered under the
provisions of section 186 of the Companies Act, 2013 are provided in the financial
statement.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, all the Related Party Transactions were entered at arm's
length basis and in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of
the Listing Regulations, all Material Related Party Transactions (“material
RPTs”) require prior approval of the shareholders of the Company vide ordinary
resolution.
The Company has formulated and adopted a policy on dealing with related party
transactions, in line with Regulation 23 of the Listing Regulations, which is available on
the website of the Company at https://www.mihikaindustries.co.in/.
As a part of the mandate under the Listing Regulations and the terms of reference, the
Audit Committee undertakes quarterly review of related party transactions entered into by
the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and
Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of
transactions which are repetitive in nature, which may or may not be foreseen, not
exceeding the limits specified thereunder. The transactions under the purview of omnibus
approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party
Transactions in prescribed format with the Stock Exchanges.
Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, the details of contracts/arrangements entered with related parties in
prescribed Form AOC-2, is annexed herewith as "Annexure I” to this Report.
23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
b) Business Conduct Policy:
The Company has framed “Business Conduct Policy”. Every employee is required
to review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
24. RESERVES & SURPLUS:
(Rupees in Lakhs)
| Sr. No. Particulars |
Amount |
| 1. Balance at the beginning of the year |
(280.48) |
| 2. General Reserve |
4.85 |
| 3. Current year Profit/Loss |
8.62 |
| 4. Amount of Securities Premium and other Reserves |
1,463.99 |
| Total |
1,196.98 |
25. CONSERVATION OF ENERGY, TECHNLOGY, ASBSORPOTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)
Rules, 2014, is not given as the Company has not taken any major step to conserve the
energy etc.
Export revenue constituted 0 % of the total revenue in FY 2025-26;
| Foreign exchange earnings and outgo |
F.Y. 2025-26 |
F.Y. 2024-25 |
| a. Foreign exchange earnings |
NIL |
NIL |
| b. CIF value of imports |
NIL |
NIL |
| c. Expenditure in foreign currency |
NIL |
NIL |
| d. Value of Imported and indigenous Raw Materials, Spare-parts and
Components Consumption |
NIL |
NIL |
26. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the financial year 2025-26.
27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest
of the Company at large. Suitable disclosures as required are provided in AS-18 which is
forming the part of the notes to financial statement.
28. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below as on
date:
| Sr. No. Name |
Designation |
DIN/PAN |
| 1. Mr. Aakash Prakash Shah2 |
Managing Director |
08843980 |
| 2. Mr. Bipinbhai Becharbhai Prajapati3 |
Managing Director |
11000222 |
| 3. Mr. Aakash Prakash Shah2&9 |
Non-Executive and Non- Independent Director |
08843980 |
| 2. Mr. Parth Rajeshbhai Rupareliya4 |
Executive Director |
10703133 |
| 3. Ms. Sweta Rasikbhai Panchal5 |
Non-Executive and Independent Director |
10298714 |
| 4. Ms. Nilam Makwana1 |
Non-Executive and Independent Director |
09210336 |
| 5. Mr. Yagnik Vasant Prajapati6 |
Additional Non-Executive and NonIndependent Director |
11400573 |
| 6. Ms. Reema Magotra7 |
Additional Independent Director |
09804839 |
| 7. Mr. Saurabh8 |
Additional Independent Director |
10790325 |
| 8. Ms. Pooja Sarkar11 |
Additional Independent Director |
11189205 |
| 9. Ms. Shruti12 |
Additional Independent Director |
10310241 |
| 11. Mr. Sudhanshu Shekhar13 |
Additional Independent Director |
06971467 |
| 12. Mr. Parth Rajeshbhai Rupareliya4 |
Chief Financial Officer |
*****0413E |
| 13. Mr. Bipinbhai Becharbhai Prajapati4 |
Chief Financial Officer |
*****1762B |
| 14. Ms. Umang Agrawal9 |
Company Secretary |
*****3042F |
1. Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Non-Executive and
Independent Director of the Company with effect from June 6, 2025.
2. The designation of Mr. Aakash Prakash Shah (DIN: 08843980) was changed from Managing
Director to Non-Executive and Non-Independent Director with effect from October 18, 2025.
3. Mr. Bipinbhai Becharbhai Prajapati (DIN: 11000222) was appointed as the Managing
Director of the Company with effect from October 18, 2025.
4. Mr. Parth Rajeshbhai Rupareliya (DIN: 10703133) resigned from the positions of
Executive Director and Chief Financial Officer of the Company with effect from February 2,
2026. Mr. Bipinbhai Becharbhai Prajapati was appointed as the Chief Financial Officer of
the Company with effect from February 2, 2026.
5. Ms. Shweta Rasikbhai Panchal (DIN: 10298714) resigned from the position of
Non-Executive and Independent Director.
6. Mr. Yagnik Vasant Prajapati (DIN: 11400573) was appointed as an Additional
Non-Executive and Non-Independent Director of the Company with effect from February 2,
2026.
7. Ms. Reema Magotra (DIN: 09804839) was appointed as an Additional Non-Executive and
Independent Director of the Company with effect from February 4, 2026 and subsequently
resigned from the said position with effect from July 17, 2026.
8. Mr. Saurabh (DIN: 10790325) was appointed as an Additional Non-Executive and
Independent Director of the Company with effect from February 4, 2026 and subsequently
resigned from the said position with effect from July 17, 2026.
9. Ms. Umang Agrawal was appointed as the Company Secretary of the Company with effect
from February 4, 2026.
10. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Non-Executive
and Non-Independent Director of the Company with effect from March 11, 2026.
11. Ms. Pooja Sarkar (DIN: 11189205) was appointed as an Additional Non-Executive and
Independent Director of the Company with effect from July 17, 2026.
12. Ms. Shruti (DIN: 10310241) was appointed as an Additional Non-Executive and
Independent Director of the Company with effect from July 17, 2026.
13. Mr. Sudhanshu Shekhar (DIN: 06971467) was appointed as an Additional Non-Executive
and Independent Director of the Company with effect from July 17, 2026.
Apart from the above changes, there were no other changes in the composition of the
Board of Directors of the Company during the Financial Year 2025-26 and till the date of
Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by
rotation.
29. DECLARATION BY INDEPENDENT DIRECTORS:
Ms. Pooja Sarkar, Ms. Shruti, & Mr. Sudhanshu Shekhar Independent Directors of the
Company have confirmed to the Board that they meet the criteria of Independence as
specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be an
Independent Director. They have also confirmed that they meet the requirement of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.
30. CORPORATE GOVERNANCE:
Since the paid-up Capital of Company is not exceeding Rs. 10.00/- Crores and Turnover
is not exceeding Rs. 25.00/- Crores therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this Board's
Report.
31. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor
renewed any deposits during the financial year. Hence, the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.
32. AUDITORS AND THEIR REPORTS:
A. STATUTORY AUDITOR:
M/s S K Bhavsar & Company, Chartered Accountants, bearing (FRN:145880W) were
appointed as the Statutory Auditors of the Company for the period of 5 (Five) consecutive
years from the conclusion of 41st Annual General Meeting held in the year 2024
till the conclusion of 46th Annual General Meeting of the Company to be held in
the year 2028.
The Auditors have also furnished a declaration confirming their independence as well as
their arm's length relationship with your Company as well as declaring that they have not
taken up any prohibited non-audit assignments for your Company. The Audit Committee
reviews the independence of the Auditors and the effectiveness of the Audit Process.
The Auditor's report for the Financial Year ended 31st March, 2026 has been
issued with an qualified opinion, by the Statutory Auditor.
B. SECRETARIAL AUDITOR:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates,
Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct
Secretarial Audit for the Financial Year 2025-26.
The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as
"Annexure- III" in Form MR-3.
33. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE:
i. Auditors' Report:
The report of the Statutory Auditor has not made any adverse remark in their Audit
Report except:
1. We draw attention to the financial results for the quarter and year ended 31st
March, 2026. During the course of our limited review, the management has not furnished
balance confirmation letters, party-wise reconciliation statements, and age-wise analysis
in respect of certain Trade Receivable and Trade Payable balances outstanding as at 31st
March, 2026. In the absence of such confirmations and supporting reconciliations, we were
unable to satisfy ourselves as to the existence, completeness, accuracy, and
recoverability of the said balances, and consequently we are unable to determine whether
any adjustments are required in respect thereof. The impact, if any, of such adjustments
on the financial results of the Company for the quarter and year ended 31st March,
2026 is not presently ascertainable. This matter has been brought to the attention of the
Board of Directors and the Audit Committee of the Company. Our conclusion on the financial
results is not modified in respect of this matter. Further, we have not provided with
satisfactory supporting documents for completeness of valuation of inventory as on 31st
March 2026 in the financial results. Therefore, we could not generate and obtain
appropriate audit evidence for the aforesaid observations.
Reply:
The Management has taken note of the observations regarding the outstanding Trade
Receivables and Trade Payables and the supporting documentation relating to inventory
valuation as at 31st March, 2026.
The process of obtaining balance confirmations, party-wise reconciliations, age-wise
analysis and supporting documents for inventory valuation has been initiated. The
Management is taking necessary steps to strengthen the underlying processes and
documentation to ensure that the required records and supporting evidence are maintained
and made available for review on a timely basis.
The Management further assures that due care will be taken in the future to ensure
completeness, accuracy and proper reconciliation of the relevant balances and adequate
supporting documentation for inventory valuation, so as to avoid recurrence of such
observations.
2. We draw attention that as required under Section 138 of the Companies Act, 2013 read
with Rule 13 of the Companies (Accounts) Rules, 2014, the Company, being a listed entity,
is mandatorily required to appoint an Internal Auditor. We wish to report that the Company
has not appointed an Internal Auditor for the entire Financial Year 2025-26. This
constitutes a non-compliance with the applicable provisions of the Companies Act, 2013.
The absence of an internal audit function for the full financial year has resulted in a
significant gap in the internal control framework of the Company, which may have a bearing
on the reliability and accuracy of the financial information presented. This matter has
been communicated to the Board of Directors / Audit Committee. Our conclusion is not
modified in respect of this matter.
Reply:
The Company was in the process of identifying and appointing a suitable qualified
Internal Auditor during the said period. After following a due selection and recruitment
process, the Company has appointed a qualified Internal Auditor. Accordingly, the vacancy
has been duly filled and the Company is presently in compliance with the applicable
provisions of the Companies Act, 2013.
3. The Company has granted loans for which confirmations and supporting loan agreements
were not made available for verification. In the absence of such information, the
accuracy, recoverability and interest-free nature of these loans could not be verified.
Accordingly, we are unable to comment on the possible impact, if any, on the fair
presentation of the company's financial statements with respect to assets, liabilities and
interest income.
Reply:
The Company acknowledges the observation regarding non-availability of certain loan
confirmations and supporting loan agreements for verification. The Company is in the
process of strengthening its documentation and record-maintenance procedures and shall
obtain and maintain the necessary confirmations and supporting documents for all such
loans.
The Management/Board is of the view that the loans are recoverable in the ordinary
course of business and that there is no material impact on the financial position of the
Company arising from the same. The Company will continue to take appropriate steps to
ensure that all relevant supporting documentation is duly maintained and made available
for verification in future.
4. The documentation in respect of specific policies and procedures and the IT Controls
pertaining to internal financial controls over financial reporting are not adequate and
needs to be further strengthened
Reply:
The Management has taken note of the observation regarding the adequacy of
documentation relating to specific policies, procedures and IT controls pertaining to
Internal Financial Controls Over Financial Reporting.
The Company acknowledges the need to further strengthen and improve the existing
documentation and control framework. The Management has initiated the process of reviewing
and strengthening the relevant policies, procedures and IT controls to ensure that the
same are appropriately documented, implemented and periodically reviewed.
The Company will continue to work towards improving its internal control framework and
documentation processes and will take necessary measures to address the observations and
ensure that adequate controls are established and maintained in accordance with the
applicable requirements.
ii. Secretarial Auditor's Report:
The Board confirms that the Secretarial Audit Report issued by M/s. Jay Pandya &
Associates, Company Secretaries, for the financial year ended 31st March, 2026.
The report of the Secretarial auditor has not made any adverse remark in their Audit
Report except: 1
1. The Company has not complied with the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as the Company has
not appointed an Internal Auditor for the Financial Year 2025-26.
Reply:
The Company was in the process of identifying and appointing a suitable qualified
Internal Auditor during the said period. After following a due selection and recruitment
process, the Company has appointed a qualified Internal Auditor. Accordingly, the vacancy
has been duly filled and the Company is presently in compliance with the applicable
provisions of the Companies Act, 2013.
2. The Company has not complied with the provisions of Regulation 47 of SEBI LODR
Regulations with respect to Publication of Newspaper Advertisement for the Financial
Results for the Quarter Ended 30th June, 2025 and its Reporting on to the Stock
Exchange.
Reply:
The Board clarifies that the newspaper advertisements for the mentioned matter were
duly published. However, the copies were inadvertently misplaced. The Company is making
efforts to retrieve the archived copies from the respective publication houses.
3. The Company has not complied with the with the provisions of Regulation 6(1) of SEBI
LODR Regulations with respect to appointment of a Qualified Company Secretary for the
Quarter(s) Ended 30th June, 2025, 30th September, 2025 & 31st
December, 2025 respectively.
Reply:
The Company was in the process of identifying and appointing a suitable qualified
Company Secretary during the said period. After following a due selection and recruitment
process, the Company has appointed a qualified Company Secretary. Accordingly, the vacancy
has been duly filled and the Company is presently in compliance with the applicable
provisions of the Companies Act, 2013.
4. The Company has not complied with the provisions of Regulation 44(3) of SEBI LODR
Regulations with submission of the voting results within the stipulated time for the
Quarter Ended 30th September, 2025.
Reply:
The Management has ensured that it shall take diligent steps for timely compliances in
the future.
34. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 23rd May, 2025, 13th August, 2023, 12th
November, 2025 and 2nd February, 2026 and 13th February, 2026 the
records of the members of the Committee for the year ended on 31st March, 2026
are as follows:
| Sr. No. Name |
Status |
Category |
| 1. Ms. Sweta Panchal2 |
Chairperson |
Non-Executive and Independent Director |
| 2. Mr. Saurabh2 |
Chairperson |
Non-Executive and Independent Director |
| 3. Mr. Aakash Prakash Shah3 |
Member |
Managing Director |
| 4. Ms. Nilam Makwana1 |
Member |
Non-Executive and Independent Director |
| 5. Mr. Parth Rajeshbhai Rupareliya1 |
Member |
Executive Director |
| 6. Mr. Bipin Becharbhai Prajapati4 |
Member |
Managing Director |
| 7. Ms. Reema Magotra5 |
Member |
Non-Executive and Independent Director |
1. Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Member of the Audit
Committee with effect from June 6, 2025. Mr. Parth Rajeshbhai Rupareliya (DIN: 10703133)
was appointed as a Member of the Audit Committee with effect from June 6, 2025.
2. Ms. Sweta Rasikbhai Panchal (DIN: 10298714) resigned from the position of
Chairperson of the Audit Committee with effect from February 2, 2026. Mr. Saurabh (DIN:
10790325) was appointed as the Chairperson of the Audit Committee with effect from
February 2, 2026.
3. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Member of the
Audit Committee with effect from February 2, 2026.
4. Mr. Bipinbhai Becharbhai Prajapati (DIN: 11000222) was appointed as a Member of the
Audit Committee with effect from February 2, 2026.
5. Ms. Reema Magotra (DIN: 09804839) was appointed as a Member of the Audit Committee
with effect from February 2, 2026.
During the year all the recommendations made by the Audit Committee were accepted by
the Board.
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and Remuneration
committee as tabulated below, was held on, 18th October, 2025 and 2nd
February, 2026 the records of the members of the Committee for the year ended on 31st
March, 2026 are as follows:
| Sr. No. Name |
Status |
Category |
| 1. Ms. Nilam Makwana1 |
Chairperson |
Non-Executive and Independent Director |
| 2. Ms. Sweta Rasikbhai Panchal2 |
Chairperson |
Non-Executive and Independent Director |
| 3. Mr. Saurabh2 |
Chairperson |
Non-Executive and Independent Director |
| 2. Mr. Aakash Prakash Shah4 |
Member |
Managing Director |
| 3. Ms. Sweta Rasikbhai Panchal2 |
Member |
Non-Executive and Independent Director |
| 4. Mr. Parth Rajeshbhai Rupareliya3 |
Member |
Executive Director |
| 5. Mr. Yagnik Vasant Panchal5 |
Member |
Non-Executive & Non-Independent Director |
| 6. Ms. Reema Magotra5 |
Member |
Non-Executive and Independent Director |
1. Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Chairperson of the
Nomination and Remuneration Committee with effect from June 6, 2025.
2. Ms. Sweta Rasikbhai Panchal (DIN: 10298714) was redesignated from Member to
Chairperson of the Nomination and Remuneration Committee with effect from June 6, 2025.
She subsequently resigned from the position of Chairperson of the Nomination and
Remuneration Committee with effect from February 2, 2026. Mr. Saurabh (DIN: 10790325) was
appointed as the Chairperson of the Nomination and Remuneration Committee with effect from
February 2, 2026.
3. Mr. Parth Rajeshbhai Rupareliya (DIN: 10703133) was appointed as a Member of the
Nomination and Remuneration Committee with effect from June 6, 2025 and subsequently
resigned from the Committee with effect from February 2, 2026.
4. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Member of the
Nomination and Remuneration Committee with effect from February 2, 2026.
5. Mr. Yagnik Vasant Prajapati (DIN: 11400573) and Ms. Reema Magotra (DIN: 09804839)
were appointed as Members of the Nomination and Remuneration Committee with effect from
February 2, 2026.
C. Composition of Stakeholder's Relationship committee:
During the year under review, meetings of members of Stakeholder's Relationship
committee as tabulated below, was held on 6th September, 2025 and 2nd
February, 2026 the records of the members of the Committee for the year ended on 31st
March, 2026 are as follows:
| Sr. No. Name |
Status |
Category |
| 1. Ms. Nilam Makwana1 |
Chairperson |
Non-Executive and Independent Director |
| 2. Ms. Sweta Rasikbhai Panchal2 |
Chairperson |
Non-Executive and Independent Director |
| 3. Mr. Saurabh2 |
Chairperson |
Non-Executive and Independent Director |
| 2. Mr. Aakash Prakash Shah4 |
Member |
Managing Director |
| 3. Ms. Sweta Rasikbhai Panchal2 |
Member |
Non-Executive and Independent Director |
| 4. Mr. Parth Rajeshbhai Rupareliya3 |
Member |
Executive Director |
| 5. Mr. Yagnik Vasant Panchal5 |
Member |
Non-Executive & Non-Independent Director |
| 6. Ms. Reema Magotra5 |
Member |
Non-Executive and Independent Director |
1. Ms. Nilam Makwana (DIN: 09210336) resigned from the position of Chairperson of the
Stakeholders' Relationship Committee with effect from June 6, 2025.
2. Ms. Sweta Rasikbhai Panchal (DIN: 10298714) was redesignated from Member to
Chairperson of the Stakeholders' Relationship Committee with effect from June 6, 2025. She
subsequently resigned from the position of Chairperson of the Stakeholders' Relationship
Committee with effect from February 2, 2026. Mr. Saurabh (DIN: 10790325) was appointed as
the Chairperson of the Stakeholders' Relationship Committee with effect from February 2,
2026.
3. Mr. Parth Rajeshbhai Rupareliya (DIN: 10703133) was appointed as a Member of the
Stakeholders' Relationship Committee with effect from June 6, 2025 and subsequently
resigned from the Committee with effect from February 2, 2026.
4. Mr. Aakash Prakash Shah (DIN: 08843980) resigned from the position of Member of the
Stakeholders' Relationship Committee with effect from February 2, 2026.
5. Mr. Yagnik Vasant Prajapati (DIN: 11400573) and Ms. Reema Magotra (DIN: 09804839)
were appointed as Members of the Stakeholders' Relationship Committee with effect from
February 2, 2026.
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION
& REDRESSAL) ACT.2013:
The Company has always been committed to provide a safe and conducive work environment
to its employees. Your directors further state that during the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.
The following no. of complaints was received under the POSH Act and the rules framed
thereunder during the year:
a. Number of complaints filed during the financial year - NIL
b. Number of complaints disposed of during the financial year - NIL
c. Number of complaints pending as on end of the financial year - NIL
36. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under compulsory demat
form. The Company has established connectivity with both the Depositories i.e. National
Securities Depository Limited (“NSDL”) and Central Depository Services (India)
Limited (“CDSL”) and the Demat activation number allotted to the Company is
ISIN: INE779Q01017. Presently shares are held in electronic and physical mode.
37. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review
38. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE:
During the year under review, there were no application made or any proceeding pending
in the name of the company under the Insolvency and Bankruptcy Code, 2016.
40. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high-performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at www.mihikaindustries.co.in
41.STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual
Report. It contains a detailed write up and explanation about the performance of the
Company.
42. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairman of the Board on the basis of
attendance, contribution towards development of the Business and various other criteria as
recommended by the Nomination and Remuneration Committee of the Company. The evaluation of
the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors i.e. held on Monday, 20th
January, 2025, the performances of Executive and Non-Executive Directors were evaluated in
terms of their contribution towards the growth and development of the Company. The
achievements of the targeted goals and the achievements of the expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.
43. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.
44. ACKNOWLEDGEMENTS:
Your directors would like to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Regulatory Bodies, Stakeholders including
Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
| Registered Office: |
|
By the Order of the Board of, |
| ASO- 432 on the 4th (Fourth) Floor at Rajarhat It Park Ltd, at
Plot No- 2C/I, Action Area II C, RAJARHAT, New Town, Kolkata, North 24 Parganas, North 24
Parganas, North 24 Parganas, West Bengal, India - 700 161 |
|
Mihika Industries Limited |
| Corporate Office: |
|
|
| F-607, Titanium City Centre, Near Sachin Tower, Satellite, Jodhpur Char
Rasta, Ahmedabad, Ahmadabad City, Gujarat, India - 380 015 |
Sd/- |
Sd/- |
|
Yagnik Vasant Prajapati |
Bipinbhai Becharbhai Prajapati |
| Place: Ahmedabad |
Director |
Managing Director |
| Date: 17th July, 2026 |
DIN:11400573 |
DIN:11000222 |
|