The Board of Directors hereby submits the report of the business and operations of your
Company (“the Company”), along with the Standalone Audited Financial Statements, for the
Financial Year ended on 31^st March, 2024.

1. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

The Company's financial performance for the year ended on 31^st March, 2024 is summarized
below:

Standalone (Rs. In Lakhs)

2. OPERATIONAL PERFORMACE:

Income of the company from operations is Rs. 7,00,000/- and Net Profit/(Loss) After Tax is
Rs. (3,89,406.66) f or the year ended on 31^st March, 2024.

3. TRANSFER TO RESERVES:

4. DIVIDEND:

For the Financial Year 2023-24, based on the Company's performance, the Board of
Directors have not recommended any dividend.

5. DEPOSITS:

The company has not accepted/renewed deposits within the meaning of Section 73 of the
Companies Act, 2013 and rules made there under from public or from the shareholders
during the period under review.

6. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in
a separate Annexure-I forming part of the Annual Report.

7. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure
that we achieve and will retain the trust of our stakeholders at all times. Corporate
governance is about maximizing shareholder value legally, ethically and sustainably. Our
Board exercises its fiduciary responsibilities in the widest sense of the term. We also
endeavor to enhance long-term shareholder value and respect minority rights in all our
business decisions. A separate Report on Corporate Governance is annexed as Annexure-II
here to forming part of this report together

As our company has been listed on Platform of Bombay Stock Exchange Limited (BSE), by
virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (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.

However, as a Good Secretarial Practice of the Company voluntarily maintains the Corporate
Governance Report every year.

8. Corporate Insolvency Resolution Process (CIRP):

A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of the
Insolvency and Bankruptcy Code, 2016 was filed by Rover Finance Limited (Financial Creditor)
has been admitted against the Company vide Honorable National Company Law Tribunal,
Mumbai bench order dated 08/11/2023 and Mr. Raghunath Bhandari has been appointed as
IRP/RP by NCLT, Mumbai Bench under Section 13(1) (c) of the Insolvency and Bankruptcy Code,
2016. As a part of CIRP, financial and operational creditors were called upon to submit their
claims to the IRP on or before 24^th November, 2023, being the last date of submission. Pursuant
to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of
Schedule III of LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and
Regulation 36A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016,
the Invitation for Expression of Interest in Form - G was published on 09^th January, 2024.
Subsequently in the CoC Meeting the Resolution plan was approved by the committee.

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

During the year, your Company has not changed its business or object and continues to be in
the same line of business as per main object of the Company.

10. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OFTHECOMPANY:

During the year under review, there were no material changes and commitments affecting
the financial position of the Company. The finalization of the resolution plan pending for COC
Approval.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed company
shall have at least one-third of the total number of directors as independent directors. The
Board of the Company to comply with the aforesaid requirements

As per the Section 149(10) of the Companies Act, 2013 provides that independent director
shall hold office for a term of upto five consecutive years on the Board of the Company.
Further, according to the Section 149(11) of the Companies Act, 2013, no independent
director shall be eligible for appointment for more than two consecutive terms of five years.
Sub-section (13) states that the provisions of retirement by rotation as defined in Sub¬
sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

Presently due to IB proceedings the Board has been suspended.

12. NUMBER OF MEETINGS:

During the year, the company was under CIRP and following Meetings were held during the CIRP
period:

13. INDEPENDENT DIRECTORS' DECLARATION:

The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
They are not promoters of the Company or its holding, subsidiary or associate company;

They are not related to promoters or directors in the company, its holding, subsidiary or
associate company.

The independent Directors have /had no pecuniary relationship with company, its holding,
subsidiary or associate company , or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;

None of the relatives of the Independent Director has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower,
during the two immediately preceding financial years or during the current financial year;

Independent Director, neither himself nor any of his relatives holds or has held the position
of a key managerial personnel or is or has been employee of the company or its holding,
subsidiary or associate company in any of the three financial years immediately preceding
the financial year in which he is proposed to be appointed; is or has been an employee or
proprietor or a partner, in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed, of a firm of auditors or company
secretaries in practice or cost auditors of the company or its holding, subsidiary or associate
company; or any legal or a consulting firm that has or had any transaction with the
company, its holding, subsidiary or associate company amounting to ten percent or more of
the gross turnover of such firm;

Holds together with his relatives two percent. or more of the total voting power of the
company; or is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that holds
two percent or more of the total voting power of the company;

Independent Director possesses such qualifications as may be directed by the Board. The
Company & the Independent Directors shall abide by the provisions specified in Schedule IV
of the Companies Act, 2013.

14. COMMITTEES OF THE BOARD:

Before the Initiation of CIRP the Board has Four Committees:

(1) Audit Committee,

(2) Nomination and Remuneration Committee,

(3) StakeholdersRelationship Committee,

(4) Shares Transfer Committee,

A detailed note on the Board and its Committees is provided under the Corporate Governance
Report that forms part ofthis Annual Report.

After the Initiation of the CIRP proceedings against the company the powers of the board were
suspended. Further for the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (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 the committee meetings were not
conducted after CIRP

15. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS'
RELATIONSHIPCOMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note
on the composition of the Committees is provided in the corporate governance report
section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to
becomeIndependent Director (ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013
readwith Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading
policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to
contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other
meetings of the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of
the company at the Annual General Meeting.

16. RESOLUTION PROFESSIONAL/DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the

Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31^st March,
2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 the year
under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31^st
March 2023 on a 'going concern' basis.

(v) The internal financial controls are laid and have been followed by the company
and that such controls are adequate and are operating effectively. Such controls
means controls and policies and procedures adopted and adhered by the
company for orderly and efficient conduct of the business for safeguarding
assets, prevention and detection of frauds and errors and maintenance of
accounting records and preparation of financial statements and review its
efficiency.

(vi) 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.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has

implemented avigil mechanism named Whistle Blower Policy to deal with instance of fraud

and mismanagement, if any, instaying true to our values of Strength, Performance and

Passion and in line with our vision of being one of the most respected companies in India, the

Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.

A Committee has been constituted which looks into the complaints raised. The Committee
reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination will be
meted out to any person for a genuinely raised concern.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit observations
and recommendations along with corrective actions thereon are presented to Board.

19. INTERNAL AUDITOR:

The Committee of Creditors appointed Mr. Manas Dash, Chartered Accountant as an Internal
Auditor for FY 2024-2025.

20. STATUTORY AUDITORS:

Pursuant 139, 142 of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 and pursuant to the recommendation made by the Audit Committee to the Board
of Directors, M/s PAMS & Associates, Chartered Accountants, having registration no.
316079E are appointed as Auditors of the Company who shall hold office from the
conclusion of 28^th Annual General Meeting for a term of 5 consecutive years till conclusion of
the 33^rd Annual General Meeting to be held in the calendar year 2026 and that the Board of
Directors be and is hereby authorized to fix such remuneration as may be determined by the
Audit Committee in consultation with the Auditors, and that such remuneration may be paid
on a progressive billing basis in addition to reimbursement of all out-of- pocket expenses as
may be incurred in connection with the audit of the accounts of the Company.

The requirement for the annual ratification of auditors' appointment at the AGM has been
omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018.

21. AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on
relevant notes on accounts are self-explanatory and do not call for any comments under
section 134 of the companies Act, 2013.

22. SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Saroj Panda, Company Secretary in Practice was appointed to conduct the secretarial

audit of the Company for the financial year 2024-25, as required under Section 204 of the
Companies Act, 2013 and Rules there under. The Secretarial Audit Report for F.Y. 2023-24 is
Annexure-HI to this Board's Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The details of Conversion of Energy, Technology Absorption are not applicable in the case of
the company. However, the company took adequate steps to conserve the energy and used
the latest technology.

During the year under review there were no foreign Exchange Earnings. The Foreign
Exchange outgo is Nil.

24. RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of
identification and monitoring of such transactions. All the transactions that were entered
into during the financial year were on arm's length basis and were in the ordinary course of
business.

The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto shall be disclosed in
the Form AOC - 2 Annexed herewith as “Annexure IV” to this Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, Guarantees and Investments covered under Section 186 of the Companies
Act, 2013.

26. EXTRACT OF ANNUAL RETURNS:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of
the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act
read with Rule 11 of the Companies (Management and Administration) Rules, 2014, is
available on the Company's website and can be accessed at the web-link: www.mpfsl. co.in.

27. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.

28. CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies Act, 2013 all companies having net worth of 500 crore or more or
turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any
financial year are required to constitute a appropriate corporate social responsibility (CSR)
Committee of the Board of Directors comprising three (3) or more directors, at least one of
whom an independent director and such company shall spend at least 2% of the average net
profits of the Company's three immediately preceding financial year.

The Company presently does not with any of the criteria stated herein above. Hence, the
provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

29. BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

30. ACKNOWLEDGMENTS:

Your Directors' convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable
teamwork, high degree of professionalism and enthusiastic effort displayed by them during
the year.

By Order of the Resolution
Professional

Sd/-

Raghunath Bhandari

IP Registration no; IBBI/IPA-002/IP-

N01023/2020-2021/13276

Date: 06-09-2024
Place: Mumbai

E-mail Address: compliancempf@gmail.com
Website: https://www.mpfsl.co.in

Registered Office: By Order of the Resolution Professional

Godown No. Unite No. B

136,Ansa Industrial Estate, sd/-

Saki Vihar Road, Poonam Sharma

Andheri, Mumbai - 400072. Company Secretary ACS A47218