Your directors have the pleasure of presenting the 42 ^nd Annual Report on the business and operations of the
company along with the Audited Financial Statement of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULT (STANDALONE):

2. FINANCIAL RESULT (CONSOLIDATED):

3. DIVIDEND:

Due to losses incurred during the year by the Company, the Board regrets its inability to recommend any
dividend to strengthen the company's financial resources.

4. OPERATIONS AND FUTURE PROSPECTS:

The Management is looking forward to better business avenues. The Company has incurred a Loss of Rs.
52.46 Lakhs. The Management is looking forward towards Environmental Projects in association with Social
and Government Organizations.

The Management had ventured new business ideas and had proposed to invest 51% in Compliance Kart
Private Limited. During the year, the Company has invested Rs. 457.45 lakh and acquired 20.66% of share

in Compliance Kart Private Limited and balance investment is to be done in piece meal basis. Further, the
Management has decided to increase its holding to 75% during the financial year 2025-26.

Further, the Management are looking forward to better Professional avenues and Investment opportunities
for the company

Further, in the earlier year, the Company had paid Rs. 12 Crores to Primus Retail (P) Ltd. pursuant to the
BTA and Shares were issued for consideration other than cash prior to the transfer of Brand & Business
assets. However, Primus Retail Pvt. Ltd. could not honor the Agreement due to a Court order. Therefore, the
amount of Rs. 12 Crores paid for the contract stands recoverable which is treated as an Advance to be
recovered in cash or kind.

The Primus Retail P. L. has been declared under liquidation, hence, the advance of Rs. 12 Crores has become
doubtful in nature. No provision of doubtful advances is made in the books of accounts since Management is
putting efforts for recovery or settlement with the concerned persons on account of the liquidation of Primus
Retail Pvt. Ltd. Barring unforeseen circumstances, your directors hope to have better performance in the
following years.

5. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, the Board of Directors met 06 (Six) times, the details of which are
given in the Report on Corporate Governance, forming part of this Annual Report. The intervening gap
between two consecutive meetings was within the period prescribed under the Act and the Listing
Regulations.

6. EQUITY SHARE CAPITAL:

During the year, The Company has issued 19,00,000 Equity Shares of Rs.10/- issued at Rs. 18 each (including
premium of Rs.8) on private placement basis. Furthermore, the Company had issued 2,34,00,000 convertible
warrants of a face value of Rs. 10 each at Rs. 18 each (including a premium of Rs. 8). Out of the said warrants,
5,00,000 warrants were converted into 5,00,000 equity shares during the year.

The Equity Share Capital as on March 31, 2025 is Rs. 11,09,54,870/-.

7. ITS PROMOTERS, DIRECTORS, AND KEY MANAGERIAL PERSONNEL ALONG WITH CHANGES
THEREIN SINCE THE CLOSE OF THE PREVIOUS FINANCIAL YEAR:

8. BOARD COMMITTEES:

Details of the Board Committees and Other related information are provided hereunder:
Audit Committee

Stakeholders Relationship Committee

Nomination and remuneration Committee

In accordance with the Companies Act 2013 and the rules prescribed thereunder, the Company is not
required to constitute the following Board Committees being no remuneration to KMP and profit:

(I) Stakeholders Remuneration Committee and

(II) Corporate Social Responsibility Committee.

9. DIRECTORS RESPONSIBILITY STATEMENT:

As per section 134 (3) (c) of the Companies Act 2013

i. That in the preparation of the annual accounts for the financial year ended March 31, 2025, 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 are reasonable and prudent to maintain the matching revenue concept, 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 for that period;

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

iv. That the annual accounts for the financial year ended March 31, 2025, are prepared on a 'going concern'
basis;

v. That proper internal financial controls were in place and the financial controls were adequate and
operating effectively;

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the year under review, there was no material change and commitments which affects financial
position of the Company.

11. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review there was no change in the nature of business of the company.

12. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public
within the meaning of Sections 73 and 76 of the Companies Act, 2013 (“Act”] read with the Companies
(Acceptance of Deposits) Rules, 2014.

13. SUBSIDIARY, IOINT VENTURE AND ASSOCIATE COMPANIES:

During the year ended 31st March, 2025, the Company acquired 20.66% equity interest in Compliance Kart
Private Limited, which is now recognized as an Associate. Accordingly, there were no companies which have
ceased to be its subsidiaries, joint ventures or associate companies during the year.

14. LISTING:

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid the requisite
listing fees to the said Stock Exchanges for the financial year 2024-2025.

15. ANNUAL RETURN;

As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31st March,
2025 will be placed on the Company's website and can be accessed at https://mslsecurities.com/.

16. DIRECTORS AND KEY MANAGEMENT PERSONNEL:

a) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and
Administration) Rules, 2014 and the Articles of Association of the Company, Mrs. Sausan Bukhari,
Director of the Company, retires by rotation at the ensuing 42ndAnnual General Meeting (“AGM”) and
being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.

b) Declaration from Independent Directors

The Company has received the necessary declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations
that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties with an objective independent judgment
and without any external influence. The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and the Company's Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the
provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014,
which mandates the inclusion of an Independent Director's name in the data bank of the Indian Institute
of Corporate Affairs (“IICA”).

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act.
Your directors have made necessary disclosures, as required under various provisions of the Act and the
Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity
and possesses relevant expertise and experience and are independent of the management.

c) Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Act and Rules framed thereunder and
Regulation 17 read with Part D of Schedule II of the Listing Regulations the Board of Directors has put in
place a process to formally evaluate the effectiveness of the Board along with performance evaluation of
each director to be carried out on an annual basis.

Pursuant to the provisions of the Act and the Listing Regulations the evaluation of the Board and its
performance, the directors individually and the working of its Audit Committee, Stakeholders'
Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility
Committee including the Chairman of the Company was carried out by the Board. The Board has evaluated

the performance of each of Executive, Non-Executive and Independent Directors considering the business
of the Company and the expectations that the Board has from each of them.

The evaluation framework for assessing the performance of directors comprises of the following key
areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and it's performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the
Independent Directors of the Company was held without presence of Non-Independent Directors and
members of the management to consider the following:

i. performance of Non-Independent Directors and the Board as a whole;

ii. performance of the Chairman of the Company, taking into account the views of executive directors and
nonexecutive directors; and

iii. assessing the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the
Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of
flow of information between the Company management and the Board.

18. INDEPENDENT DIRECTORS’ FAMILIARIZATIONS PROGRAM:

The Company undertakes and makes necessary provisions for appropriate induction program for new
directors and ongoing training for existing directors. The new directors are introduced to the Company's
culture, through appropriate training program. Such kind of training programs helps in developing
relationship of the directors with the Company and familiarize them with the Company processes. The
management provides such information and training either at the meeting of Board of Directors or
otherwise.

The induction process is designed to:

• build an understanding of the Company's processes and

• fully equip directors to perform their role on the Board effectively.

Upon appointment, directors receive a letter of appointment setting out in detail, the terms of appointment,
duties, responsibilities and expected time commitments.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuance to the provisions of Section 177 of the Act, the Company has adopted Vigil Mechanism / Whistle
Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes ethical
behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior.
The Company has a whistle blower policy wherein the directors and employees are free to report violations
of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may
be notified by the management to the directors and employees / workers. The mechanism also provides for
adequate safeguards against victimization of directors and employees who avail of the mechanism and also
provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The
confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory
practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the
Management or Audit Committee during the financial year under review. We affirm that during the financial
year under review; no director or employee was denied access to the Audit Committee. The details of the
Vigil mechanism / Whistle Blower Policy is available on the website of the Company viz.
https://mslsecurities.com/.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not made any investment either by loans/ guarantees/ any other form through more than
two layers of investment companies.

21. RELATED PARTIES TRANSACTION:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's
Length basis. Material Related Party Transactions were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act, 2013 in Form AOC-2 as Annexure - II.

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo for the year under review are as follows:

A. Conservation of Energy:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not
consume energy intensively. However, Company continues to implement prudent practices for
saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative
sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - NIL

B. Technology Absorption:

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the
scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Inflow / Outgo:

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm
compliance of the same during the financial year under review.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place proper and adequate internal control systems commensurate with the nature of
its business, size and complexity of its business operations. Internal control systems comprising of policies
and procedures are designed to ensure reliability of financial reporting, compliance with policies,
procedures, applicable laws and regulations and that all assets and resources are acquired economically
used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its
compliance with operating systems, accounting procedures at all locations of the Company and strives to
maintain the standard in Internal Financial Control.

25. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR]
is not applicable to the Company during the year under review so there are no disclosures required under
section134 (3](o] of the Companies Act, 2013.

26. CORPORATE GOVERNANCE:

Our Company has been practicing the principles of good corporate governance as it is committed to maintain
the highest standards of Corporate Governance and believes in conducting its business with due compliance
of the Regulation 34 (3] read with Schedule V of the SEBI (Listing obligations and Disclosure Requirements]
Regulations, 2015 and other applicable laws. Integrity and transparency are key to our corporate
governance practices to ensure that we gain and retain the trust of our stakeholders at all times. The
Company has duly implemented the system of Corporate Governance and a separate report on Corporate
Governance practices followed by the Company, together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report as Annexure - III.

27. RISK MANAGEMENT:

The Company has a Fraud and Risk Management Policy to deal with the instances of fraud and
mismanagement, if any.

During the year, the Company has not identified any element of risk which may threaten the existence of the
Company.

28. PARTICULARS OF EMPLOYEE:

There are no employees in receipt of remuneration exceeding the limit as prescribed under the provisions
of Section 197 of the Companies Act, 2013.

29. DETAILS OF POLICY DEVELOPMENT AND IMPLEMENTATION:

The change of management shall draw up the Business Plan and Corporate Social Responsibility in due
course.

30. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204(1] of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. A
R Gupta & Co., Company Secretaries, (M. No.: ACS 49821 /COP No.: 18163] were appointed as Secretarial
Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report for the said financial year is appended to this report as Annexure - I and forms part
of this Annual Report.

With respect to the observations made by the Secretarial Auditors in their report, your directors would
like to state as follows:

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso
of Section 143(12] of the Act.

31. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts] Rules, 2014, the
Board of Directors, based on the recommendation of the Audit Committee, has not appointed any internal
auditor till date.

32. AUDITORS REPORT & AUDITORS:

M/s. S. V. Bhat & Co., Chartered Accountants (Firm Registration No. 101298W) having its office at Mumbai
has been appointed as Statutory Auditors of the Company for a further term of 5 (Five] years to hold office
from the conclusion of the 39^th Annual General Meeting until the conclusion of the 43^rd Annual General
Meeting of the Company, subject to ratification by the members at every Annual General Meeting and to fix
their remuneration.

During the year under review the Auditor had not reported any fraud under Section 143(12] of the
Companies Act, 2013, therefore no details are required to be disclosed under Section 134(3 (ca) of the
Companies Act, 2013.

33. EXPLANATION BY THE BOARD ON QUALIFICATIONS OR ADVERSE REMARK BY THE AUDITOR IN ITS
AUDIT REPORT:

The Notes on the financial statement referred to in the Auditors' Report are self-explanatory and do not call
for any further comments. Refer to Note No. II 1(a), (b), (c), (d) for detailed explanation.

34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under
review, no complaint was filed before the said Committee. No compliant was pending at the beginning or
end of the financial year under review.

35. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, no application was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end
of the financial year under review.

36. VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial
assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out
valuation of its assets for the said purpose.

37. ACKNOWLEDGEMENT:

Your directors wish to place on record their deep sense of appreciation to the Outgoing Promoters,
employees, and Bankers for their continued support and cooperation extended by them to the Company.

By order of the Board of Directors
For MSL Global Limited

(Formerly as Madhusudan Securities Limited)

Salim P Govani
Chairman & Managing Director
DIN: 00364026

Place: Mumbai
Date: 14.08.2025