Directors Report of Mehul Telecom Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the Second Board Report of the Company
together with the Audited Statement of Accounts and the Auditors³ Report of your
company for the financial year ended March 31, 2025.

l. FINANCIAL HIGHLIGHTS

Financial results of the Company for the year are as under:

PARTICULARS	2024-25	2023-24
	(Rs. in Lakhs)	(Rs. in Lakhs)
Sales (Net of Excises)	11,538.45	.
Other Income	8.81	_
Profit before Depreciation, interest & Tax Less : Finance Cost	782.72	(0.66)
	2.83	_
Depreciation	4-37
Profit before Tax	775-52	(0.66)
Less : Provision for
Current Taxation	196.19
Provision for Deferred Tax Liability	(0.50)	-
Profit After Tax	581.84	(0.66)
Add: Balance in Profit & Loss Account	(0.66)
Add: Securities Premium	375-14
Add : MAT Credit Written off
Less : Taxes Written off	-
Less : Adjustment in F.A. as per Companies Act, 2013
Amount Available for Appropriation Dividend on Share Capital	956.32	(0.66)
	-
Balance Carried to Balance Sheet	956.32

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Board of Directors of the company had evolved and adopted a code of conduct

based on the principles of Good Corporate Governance and best management practices

being followed globally.

• I

s. CHANGE IN NATURE OF BUSINESS

Your Company continues to operate in same business segment as that of previous year
of business and there is no change in the nature of the business.

4. DIVIDEND

In view of the requirement of funds and ploughing back of profit for the development of
the company, your directors regret to recommend any dividend for financial period
2024-2025.

5. SHARE CAPITAL

The Share Capital of the Company is as follows:

1. Authorized Capital

Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each.

2. Paid Up Capital

Rs. 7,62,20,000/- divided into 76,22,000 Equity Shares of Rs. 10/- each.

There is change in share capital during the year under consideration:

Authorized share Capital has been increased from Rs. 10,00,000/- divided into

1.00.000 Equity Shares of Rs. 10/- each to Rs. 12,00,00,000/- divided into

1.20.00.000 Equity Shares of Rs. 10/- each.

Paid up capital has been increased from Rs. 10,00,000/- divided into 1,00,000
Equity Shares of Rs. 10/- each to Rs. 7,62,20,ooo/-Equity Shares of Rs. 10/- each
divided into 76,22,000 Equity Shares of Rs. 10/- each.

6. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve.

7- MEETINGS OF THE BOARD OF DIRECTORS

A. Board of Directors;

During the Financial Year 2024-2025, the Company held 14 meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The
provisions of Companies Act, 2013 were adhered to while considering the time gap
between two meetings. :

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	10/04/2024	2	2
2	21/04/2024	2	2
3	23/04/2024	2	2
4	26/07/2024	2	2
5	07/09/2024	2	2
6	03/12/2024	2	2
7	10/12/2024	2	2
8	18/12/2024	2	2
9	19/12/2024	2	2
10	26/12/2024	2	2
11	10/01/2025	2	2
12	25/02/2025	2	2
13	26/02/2025	4	4
14	28/03/2025	4	4

Sr No.	Name of Director		DIN	No of Board Meeting During the Years 2024¬ 2025		%of Attendance
				Held	Attended
l.	MEHUL VASANTBHAI RAYMAGIA		10166283 |j	14	14	100%
2.	HEMALI MEHULBHAI RAYMAGIA		10166284	14	14	100%
3-	JITESH KANTILAL GUNJARIA		10965405	2	2	100%
4-	NAIMISH VASHARAMBHAI RAIYANI		10965279	2	2	100%

Members:

Sr No.	Type of Meeting	Date of Meeting	Total Number of Members entitled to attend Meeting	Number of Members attended	% of total Shareholding of members attended
1.	Extra Ordinary General Meeting	15th April, 2024	2	2	100%
2.	Extra Ordinary General Meeting	22nd April, 2024	2	2	100%
3-	Extra Ordinary General Meeting	14 th December, 2024	2	2	100%
4-	Annual General Meeting	30th December, 2024	2	2	100%
5-	Extra Ordinary General Meeting	04th January, 2025	2	2	100%
6.	Extra Ordinary General Meeting	26th February, 2025	23	7	96.00%
7-	Extra Ordinary General Meeting	28th February, 2025	23	12	96.93%

8. DEPOSITS

The company has not accepted any deposits during the year. Information relating to
deposits, covered under Chapter V of the Act is nil. There are no deposits which are
not in compliance with the requirements of Chapter V of the Act.

9- AUDITORS AND REPORT THEREON;

a. Statutory Auditors:

M/s S V P S & Co., Chartered Accountants, was appointed as Statutory Auditor in the
1^st Annual General Meeting till the conclusion of 06^th Annual General Meeting with the
approval of shareholders of the Company.

The Auditors’ Report on the accounts of the Company for the accounting year ended
March 31, 2025 is self-explanatory and do not call for further explanations or
comments that may be treated as adequate compliance of Section 134 of the Companies
Act, 2013.

Independent Auditors’ Report:

The Independent Auditor’s report is self-explanatory and since it does not contain any
qualifications, reservations or adverse remarks therefore needs no comments.

b. Cost Auditors:

The Central Government has not prescribed maintenance of cost record for the
business activity in which the Company is engaged; therefore the provisions of section
148 of companies act 2013, and the Companies (cost Records and Audit) amendment
Rules, 2014 are not applicable to the Company.

c. Secretarial Audit:

The Paid up Capital of the Company is Less than Rupees 50 Crores and Turnover is
Less than Rupees 250 Crores, therefore provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personal) Rules, 2014 in relation to the audit of Secretarial and related records are not
applicable to the Company.

10. INTERNAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the company’s policies, safeguarding of
its assets the prevention and detection of fraud and errors, the accuracy and
completeness of accounting records, and the timely preparation of reliable financial
disclosures.

11* TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is
no unpaid dividend accounts appeared in balance sheet as at March 31, 2025.

12. INFORMATION ABOUT SUBSIDIARY / ,JV/ ASSOCIATE COMPANY

As on March 31, 2025, the Company does not have any subsidiary, Associate or Joint
Venture Company.

13- MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of
the Company to which the financial statements relate and the date of the report.

14. RELATED PARTY TRANSACTIONS

The Company has entered into no transaction as defined under Section 188 of the
Companies Act, 2013 with related parties as defined under Section 2 (76) of the said
Act.

15. LOANS. GUARANTEES AND INVESTMENTS

There are no loans, guarantees and investments in the company.

16. CORPORA TIE SOCIAL RESPONSIBILITY

The Company’s Net worth is below Rs 500 Crores, Turnover is less than 1000 Crores
and Net Profit before tax is less than Rs 5 Crores in the previous year, hence the
provision of Section 135 of the Companies act 2013 with regard to Corporate Social
Responsibility are not Applicable to the Company for the Financial Year 2024-25.

17. BOARD EVALUATION:

As provided under Section 92(3) of the Companies Act, 2013 the extract of annual
return is given in annexure in the prescribed Form MGT-9, Which forms part of this
report.

18. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company identifies, evaluates the Business risks and
opportunities, the directors of the Company take proactive steps to Minimize adverse
impact on the business objectives and enhance the Company''s Competitive advantage.
Presently no material risk has been identified by the directors except of general
business risks, for which the Company is leveraging on their expertise and experience.
During the year under review, the management reviewed the risk management and
minimization procedure adopted by the company covering the business operations of
the company.

I9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE OUT GO:

A. Conservation of energy:

i) Steps taken / impact on conservation of energy:

Your Company is firmly committed to reduce the consumption of power by
introducing more energy efficient technology. The operations of the Company
are not energy intensive. However the Company endeavored to conserve energy
consumption wherever feasible.

ii) Steps taken by the company for utilizing alternate sources of energy including
waste generated:

Nil

iii) Capital investment on energy conservation equipment:

Nil

B. Technology absorption:

i) The efforts made towards technology absorption.

No special efforts made towards technology absorption. However, your
Company continues its commitment to up the quality by absorbing the latest
technology.

ii) The benefits derived like product improvement, cost reduction, product
development or import substitution.

Not Applicable

iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)-

There is no import of technology since incorporation. Hence information as
required to be provided under rule 9.8 (3) (B) (iii) of Companies (Accounts)
Rules, 2014, are nil.

C. Foreign exchange earnings and Outgo (Amount in thousands.)

The Foreign Exchange earned in terms of actual inflows during the year and the
Foreign Exchange outgo during the year in terms of actual outflows, is as under:

Particulars	Current year	Previous year
Foreign Exchange earned	NIL	NIL
Foreign Exchange outgo	NIL	NIL

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the

Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures.

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 the financial
year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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; and

e) Company being unlisted sub clause (e) of section 134 (3) is not applicable.

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.

•

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS:

There are no Significant material orders passed by the regulators/ Courts/ Tribunals
which would impact the going concern status of the Company and its future
operations.

22. NUMBERS OF CASES FILED (IF ANY!. AND THEIR DISPOSAL U/S 22
OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:

The Company has Zero tolerance towards any action on the part of any of its official,
which may fall under the ambit of “Sexual Harassment” at workplace and is fully

committed to uphold and maintain the dignity of every woman employee of the

company. The Company’s Sexual Harassment Policy Provides for Protection against
Sexual Harassment of women at Workplace and for prevention and redressal of such
complaints. During the Financial year No case of Sexual Harassment were reported.

23. VIGIL MECHANISM:

The Provisions of section 177(9), read with Chapter XII rules of the Companies Act,
2013 with vigil mechanism are not applicable to the company since it Is applicable to
every listed company and other companies which accepts deposits from the public and
companies which have borrowed money from the banks and public financial
institutions in excess of fifty crore rupees.

24. DISCLOSURE PRESCRIBED IN TERMS OF SECTION 67:

Section 67 of the Companies Act, 2013 imposes restrictions on purchase by companies
or giving of loans by it for purchase of its shares. No company limited by Shares or by
guarantee and having a share capital shall have power to buy its own shares unless the
consequent reduction of share capital is effected under the provisions of this Act.

The Company has not purchased or has not given any loans for purchase of its shares
and hence comply with the provisions of this Section.

25. PROCEEDING INITIATED/PENDING AGAINST YOUR COMPANY UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your company under the insolvency
and Bankruptcy Code, 2016 which materially impact the business of the company.

26. GENERAL DISCLOSURES

Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134[3] of the Act and Rule 8 of The Companies [Accounts] Rules,

2014 to the extent the transactions took place on those items during the year.

27. ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

By Order Of The Board,
MEHUL TELECOM LIMITED

Place: Rajkot

Date: 07/07/2025

Mehul Vasantbhai Raymagiya Hemali Mehulbhai Raymagiya

Chairman and Managing Director Director

Din:10166283 Din:10166284

Irfan Husenbhai Chaudhari Richie Dhrumil Vandra

Chief Financial Officer Company Secretory