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Your Directors have pleasure in presenting the 40^thAnnual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS(Rs. In Lacs)

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended March 31, 2023.

The Company did not transfer any amount to General Reserve during the year.

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

During the year, there has been no change in the capital base of the Company, which comprises of 10000000 Equity Shares of Rs.10/- each.

There has been no change in the nature of business of the Company during the year.

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Company's operations in future.

There has been change in Board of Directors of the Company during the year.

Consequent to change of control of the Company, Mr. Pranav K Trivedi (DIN09218324), appointed as an Chairman cum Managing Director on 05^th September 2023 of the Company to hold office till the conclusion ensuing Annual General Meeting.

Consequent to change of control of the Company, Mr. Sagardkumar P. Dataniya (DIN09629945), appointed as an Additional Director on 05 ^th September 2023 of the Company to hold office till the conclusion ensuing Annual General Meeting.

Consequent to change of control of the Company, Mrs. Nilam Makwana (DIN09210336), appointed as an Additional Director on 05^th September 2023 of the Company to hold office till the conclusion ensuing Annual General Meeting.

Consequent to change of control of the Company, Mr. Sweta R. Panchal (DIN10298714), appointed as an Additional Director on 05^th September 2023 of the Company to hold office till the conclusion ensuing Annual General Meeting.

Additional information pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in respect of Directors seeking appointment /re-appointment is given in the Notice convening Annual General Meeting Notice of the Company.

None of the Directors of the Company is disqualified for being appointed as a Director, under Section 164(2) of the Companies Act, 2013.

Consequent to change of control of the Company, Mr. Kuldeep Kumar Sethia, Chairman cum Managing Director has resigned from the directorship of the Company with effect from 05.09.2023. The Board places on record their appreciation for contribution and services rendered by him during his tenure as a Managing Director.

Consequent to change of control of the Company, Mrs. Shweta Sethia, Executive Director has resigned from the directorship of the Company with effect from 05.09.2023. The Board places on record their appreciation for contribution and services rendered by him during his tenure as a Director.

Consequent to change of control of the Company, Mr. Rajesh Shah, an Independent Director has resigned from the directorship of the Company with effect from 05.09.2023. The Board places on record their appreciation for contribution and services rendered by him during his tenure as an Independent Director.

Consequent to change of control of the Company, Mr. Mali Chand Agarwala, an Independent Director has resigned from the directorship of the Company with effect from 05.09.2023. The Board places on record their appreciation for contribution and services rendered by him during his tenure as an Independent Director.

Consequent to change of control of the Company, Mrs. Malti Jaiswal, an Independent Director has resigned from the directorship of the Company with effect from 05.09.2023. The Board places on record their appreciation for contribution and services rendered by him during his tenure as an Independent Director.

The Company has received the necessary declaration from each Independent Directors of the Company under Section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2022-23 under review.

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

b) that such accounting policies have been selected as mentioned in the Notes to Financial Statements and applied them 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 31st March,

2023 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;

d) that annual accounts have been prepared for the financial year ended 31st March,2023 on 'going concern' basis;

e) that proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Consequent to change of control of the Company, pursuant to the provision of section 139, 142 and other applicable provisions of the Companies Act, 2013 if any, read with Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s V S S B & Associates, Chartered Accountants (FRN: 0121356W), appointed as the statutory auditor of the Company and to hold office from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual General Meeting, are appointed and they shall be paid remuneration as may be finalized by the Board of Directors of the Company and

They have confirmed their eligibility and are not disqualified to act as auditor of the Company and they shall be paid remuneration as may be finalized by the Board of Directors of the Company.

M/s. Khandelwal Prem & Associates, Chartered Accountants (FRN:317092E), statutory auditor of the Company has been resigned from the post of Statutory Auditors of the due to change of control of the Company with effect from 14.08.2023, were appointed by the shareholders at 38^th Annual General Meeting for the period of five years till the conclusion of 43 ^rd Annual General Meeting of the Company to be scheduled in 2026.

The observations made by the auditors in the Auditors' Report are self-explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) of Section 134 of the Companies Act, 2013.

In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit was conducted during the year by Secretarial Auditor Mr. Rajesh Ghorawat (CP No.- 20897). The Secretarial Auditor's Report for the financial year ended 31st March, 2023 is attached as Annexure-A and form part of this report.

There are no qualifications or observations, or remarks made by the Secretarial Auditor in their Audit Report.

The Company complies with all applicable Secretarial Standard.

There was no fraud reported by Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or Board of Directors during the year under review.

During the year under review 5 (five) Board Meetings were held on 30-05-2022, 12-08-2022, 05-09-2022, 11-112022, and 13-02-2023. The Meefings were held as per the requirements of business and at intervals within the legally permitted limits. The Boards meets once in every quarter, inter-alia, to review the quarterly results and other items on agenda:

During the year under review 4 (four) meetings of the committee were held on 30-05-2022, 12-08-2022, 11-11-2022 and 13-02-2023. The attendance of the members at the meetings were as follows:

During the year under review 1 (one) meeting of the committee were held on 31-03-2023. The attendance of the members at the meeting were as follows:

During the year under review 1 (one) meeting of the committee were held on 31-03-2023. The attendance of the members at the meeting were as follows.

Corporate Governance Report is not applicable to the Company as Regulation 15(2) states - "The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of ScheduleV shall not apply, in respect of -

Therefore, for the year ending 31^st March, 2023, there is no requirement of Corporate Governance Report.

Preparation of Business Responsibility Report is not applicable to the Company.

In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year is presented, in a separate section forming partof the Annual Report.

The Company's shares have been listed with the BSE Ltd. with Scrip Code 538895. The Company confirms that it has paid the annual listing fees for the year 2023-24 to BSE Ltd.

No material changes and commitments have occurred after the close of the financial year 2022-23 till the date of this Report, which affect the financial position of the Company.

The Board has adopted 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 disclosure.

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attached here as Annexure- B.

There are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreign exchange earnings and/or foreign exchange outgo.

All related party transactions that were entered into during the financial year are at arm's length basis and are in the ordinary course of business. Details of materially significant related party transactions that are transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No.23 of the Financial Statements in compliance with the Indian Accounting Standard - 24 relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Company's Promoters, Directors, Management,or their relatives, which may have a potential conflict with the interest of the Company.

The copy of annual return of the Company has been placed on the website of the Company and can be accessed at www.mihika.co.in.

Loans, guarantees and investments or securities covered under Section 186 of the Companies Act, 2013 form part of the notes no.26 to the financial statements.

As required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a well-documented and robust risk management framework.

The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly appraised on the key risk assessment areas and a mitigation mechanism is recommended.

During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to therisks has been adopted and is in place.

The Company does not fall in the category of Companies to where under Section 135(1) is applicable. Hence Corporate Social Responsibility requirements are not applicable to Company.

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a Vigil mechanism/Whistle Blower Policy. The policy is available at Company's website.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors, Non-Independent Directors, and the Chairman of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the Board of Directors. All Directors of the Board are familiar with the business of the Company.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review. The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support.

The Directors appreciate and value the contribution made by every member of the Company.