M M Rubber Co Ltd Directors Report

Dear Members,

The Directors are pleased to present to you the 59th Annual Report of M M Rubber Company Limited (“the Company”) along with the audited financial statement (Standalone) for the financial year ended March 31, 2025.

1. COMPANY ACTIVITY & PERFORMANCE:

The principal activity of the company continues to be manufacture and marketing of foam and other related products.

2. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

Particulars	Financial year ended Mar 31, 2025 in lakhs	Financial year ended Mar 31, 2024 in lakhs
Revenue from Operations	4099.91	4163.96
Other Income	27.82	5.81
Profit before Exceptional Items and Tax	(364.57)	(130.29)
Exceptional Items (Expenses)/Income	-	-
Profit before tax	(364.57)	(130.29)
Less: Taxation
Current tax	-	-
Taxes of Prior years	-	11.23
Deferred Tax(credit)/Debit	3.77	23.79
Profit/loss for the year	(368.35)	(165.31)
Total other comprehensive income (net of tax)	-	-
Total Comprehensive income for the year	(368.35)	(165.31)

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time

3. OPERATIONS & PERFORMANCE:

Your directors wish to inform you that during the year, the market continued to be grim and the situation was not encouraging as a lot of unorganized latex mattress manufacturers and global players came into the market and added to that there was a huge price increase in the latex, which is the main raw material. The company, to retain its presence in the challenging situation, could not increase the price of the product despite the increase in the raw materials and also spent a lot of money on advertising and offered various schemes to the dealers to increase sales. But unfortunately, the expected result was not achieved. The company was able to achieve a turnover of Rs. 41 crore and ended up with a loss of Rs. 3.68 crores The Company is looking for other avenues to generate revenue and make profit and the R &D team is working on it and the company is in touch with a couple of Automobile and Tyre manufacturing companies, since the mattresses industry is crowded and it will be very challenging if we continue only with mattresses, pillows and cushions

4. PROSPECTS:

As informed earlier the companys entire production is centralized at its own premises at Ranipet and most of the manufacturing process is automated. As stated above the company is contemplating in getting into new avenues and with this your directors are confident the Companys turnover, and the profitability would increase in the coming years.

5. DIVIDEND:

Company has not declared dividend this year.

6. RESERVE:

The Company has not proposed to transfer any amount to the general reserve.

7. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

8. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India as applicable on meetings of the Board of Directors and General meetings.

9. CAPITAL STRUCTURE:

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

No Bonus Shares were issued during the year under review.

d. RIGHTS ISSUE:

The Company has not issued any Rights issue during the year under review.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

f. SHARES WITH DIFFERENTIAL RIGHTS:

Company has not issued any shares with Differential Rights for the year under review.

g. ISSUE AND ALLOTMENT OF EQUITY SHARES ON THE BASIS OF PREFERENTIAL ALLOTMENT:

Company has not issued equity shares on preferential basis.

10. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE Limited where the Companys Shares are listed

11. DEMATERIALISATION OF SHARES:

Your Companys 69.63% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March 2025 and balance 30.37% is in physical form. The Companys Registrars and Transfer Agent is M/s. CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No.1, Club House Road, Chennai - 600002.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

As on March 31,2025, your Board comprises of 4 Directors including 2 Independent Directors.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Jacob Mammen (DIN: 00078010), Non-executive Director retires by rotation at forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 59 th Annual General Meeting of the Company

Further, we would like to inform you that the tenure of the Independent Directors Mr. Ashok Kuriyan and Mrs. Susan Kurian is being completed in the ensuing AGM and the company is required to appoint new independent directors in place of them.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, approved the appointment of Mr. Rohan Kuriyan (DIN: 08546022) and Mrs. Roshin Varghese

(DIN: 00318727) as Non-Executive - Independent Directors of the Company for a period of 5 years with effect from August 06, 2025 till August 05, 2030 subject to approval by the Members at the 59thAnnual General Meeting scheduled to be held on September 25,2025.

Mr.Rohan Kuriyan has also been appointed as member of Audit and NRC committees of the Board.

Mrs. Roshin Varghese has also been appointed as member of Audit, NRC and SRC committees of the Board.

In terms of Section 203 of the said Act, the following were designated as Key Managerial Personnel of your company by the Board: :

* Mr. Roy Mammen	- Managing Director
* Mr. M M Kushalappa	- Chief Financial Officer
* Ms. Meenakshi R	- Company Secretary & Compliance Officer

13. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year -100 shares

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year - Nil

(c) number of shareholders to whom shares were transferred from suspense account during the year -Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year -301 shares

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares-Yes

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Act, and the SEBI LODR. In the opinion of the Board, the independent directors possess necessary expertise and experience and also they were independent towards any decision of the management.

15. BOARD & PERFORMANCE EVALUATION:

During the year, the Board has carried out the annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of Committees of Board.

16. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee of Directors reviews the composition of the Board to ensure an appropriate mix of abilities, experience, and diversity to serve the interests of all shareholders of the Company.

Nomination and Remuneration Policy was approved by the Board at its meeting held on 30.05.2019. In terms of Section 178 of the Act, 2013. The objective of such policy shall be to attract, retain and motivate executive management and remuneration structured to link to Companys Strategic long-term goals, appropriateness, relevance and risk appetite of the company.

The Process of appointing a director/Key Managerial Personal is that when there is a need or a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the board in addition to what the existing members hold.

17. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met seven times during the financial year from 01st April 2024 to 31st March 2025. The dates on which the meetings were held are as follows:

Date of Meeting	No. of Directors as on the date	No. of Directors Present
29.05.2024	4	3
31.07.2024	4	3
08.08.2024	4	4
11.11.2024	4	4
02.01.2025	4	4
06.02.2025	4	3
05.03.2025	4	4

18. NUMBER OF AUDIT COMMITTEE MEETINGS HELD:

The Committee consisting of three Directors namely Mr. Ashok Kuriyan, Independent Director, Mr. Jacob Mammen, Director and Mrs. Susan Kurian, Independent Director:

Date of Committee Meeting	No. of Members as on date	No. of Members Present
29.05.2024	3	3
31.07.2024	3	3
08.08.2024	3	3
11.11.2024	3	3
06.02.2024	3	2

19. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee consisting of three Directors namely Mr. Roy Mammen, Managing Director, Mr. Jacob Mammen, Director and Mrs. Susan Kurian, Independent Director.During the fiscal 2024,23 meetings were held on22.04.2024, 29.04.2024, 17.05.2024, 06.06.2024, 24.06.2024, 08.07.2024, 15.07.2024, 29.07.2024, 13.08.2024.26.08.2024, 09.09.2024, 20.09.2024,30.09.2024,08.10.2024, 18.10.2024,28.10.2024, 18.11.2024, 02.12.2024, 12.12.2024,21.01.2025, 14.02.2025,26.02.2025 and 18.03.2025.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards have been followed and there is no material departures.

b) they have 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 of the company for the same period;

c) 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.

d) they have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Based on the Internal Financial Controls and Compliance Systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management, the Board is of the opinion that the companys internal financial controls were adequate and effective during the financial year 2024-25.

21. AUDITORS & REPORTS

i. Statutory Auditors:

M/s. Narayan Bhat and Co., Chartered Accountants (FRN: 005011S) were appointed as the Statutory Auditors of the company for a period of five consecutive years at the Annual General Meeting held on 29th September 2024, who shall hold office until the conclusion of the 63rd annual general meeting to be held for the financial year 2029-30.

The Auditors in their report have opined the following:

We draw attention to Note No 2B to the financial statements, which states that the Company has not obtained an independent actuarial valuation for its gratuity and leave encashment obligations as required by the applicable accounting standards.

Your directors wish to clarify as under: -

The company is in the process of obtaining an independent actuarial valuation for its gratuity and leave encashment obligations as required by the applicable accounting standards.

ii. Cost Auditors:

In terms of Section 148 of the Companies Act 2013, the Company has maintained cost records for the year ended March 31,2025.

iii. Secretarial Auditor:

M/s Sharvari Kulkarni and Associates, Practicing company secretaries has been appointed to carry out Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sharvari Kulkarni and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure “A”.

There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial Auditors in their Secretarial Audit Report for the year ended 31st March, 2025.

Pursuant to SEBI Regulations 2015, the Audit Committee and the Board of Directors have recommended the appointment of M/s Sharvari Kulkarni and Associates, Practising Company Secretaries as Secretarial Auditor for a term of 5 (five) consecutive years from the conclusion of this 59th AGM till the Conclusion of 63rd AGM of the Company to be held in the year 2030 at such remuneration and applicable taxes and out of pocket expenses as may be determined and recommended bythe Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

Details of the Proposal for appointment of M/s Sharvari Kulkarni and Associates, are given in the Explanatory Statement to the Notice of the 59th AGM as required under Section102 of the Act. Accordingly, the necessary resolution for appointment of M/s Sharvari Kulkarni and Associates, Practising Company Secretaries as Secretarial Auditors for a period of 5 (five) consecutive years is proposed for approval in the forthcoming AGM.

iv. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Rules thereunder, your Board had appointed M/s. S.R. Mandre and Co., Chartered Accountants, Bangalore as Internal Auditors of the Company for the FY 2024-25.

22. INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY:

Company does not have any Subsidiary, Joint venture, or Associate Company during the period under review.

23. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

During the year, the company has taken loan from the director which could be considered material in accordance with the policy of the company on materiality of related party transactions as mentioned in Annexure B. The loan has been taken from the Managing Director of the Company Mr. Roy Mammen of Rs. 1,50,00,000/- @ 8% rate of interest. Refer Note No.32 to the financial statement which sets out related party disclosures..

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

1. Specific areas in which R&D carried out by the Company:

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly, the Company has in the past launched new products such as Memory mattress, Memorise and Ortho Bondmattress, contour pillow, haemorrhoid cushions, neck care and coccyx cushions.

2. Technology Absorption, Adaptation, and Innovation:

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection, pre-vulcanized latex is being adopted.

3. Foreign Exchange Earning and Outgo:

Statutory particulars cost with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

4. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013:

The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

* The number of sexual harassment complaints received during the year: NIL

* The number of such complaints disposed of during the year: NIL

* The number of cases pending for a period exceeding ninety days: NIL

5. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company as turnover of the Company Exceeds 35 Crores and accordingly Company is maintaining cost records.

26. COMPLIANCEWITH MATERNITY BENEFITS ACT, 1961:

The Company is fully committed to ensuring the welfare and rights of its women employees and affirms its compliance with the provisions of the Maternity Benefits Act, 1961. During the financial year under review, the Company has taken appropriate measures to adhere to all statutory requirements under the Act.

All eligible women employees have been provided maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company has also ensured that no woman employee is discriminated against on the grounds of maternity and that a supportive and inclusive work environment is maintained.

The Company continues to review its internal policies to ensure full alignment with the objectives and spirit of the Maternity Benefits Act and other applicable labor laws.

27. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2025.

Male Employees: 62 Female Employees: 15 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

28. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

29. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Companys Development and Implementation of Risk Management Policy is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-D.

30. THE MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2024-25 till the date of this report. Further there was no change in the nature of the business of the company.

31. ANNUAL RETURN:

In accordance with Section 92(3) read with 134 (3) of the Companies Act, 2013, the Annual Return as of March 31,2025 shall be made available on the website of the Company at www.mmfoam.com.

32. PARTICULARS OF EMPLOYEES:

No Employee of the Company draws a salary exceeding Rupees One Crore and Two Lakh per annum or Rs. 8,50,000 (Rupees Eight Lakhs and Fifty thousand) per month during the financial year.

The details of ratio of the remuneration of each whole-time Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as in Annexure C to this Report.

33. POLICY ON VIGIL MECHANISM:

The Audit committee has adopted a policy on vigil Mechanism in accordance with the provisions of the Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, which provides a formal mechanism for all Directors, employees and other stakeholders of the company to report to the management, their genuine concerns or grievances about unethical behaviours, actual or suspected fraud and any violation of the Companys Code of Conduct or ethics policy.

The policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the Management about grievances or violation of the Companys code of conduct.

The policy disclosed on the Companys website in the following link www.mmfoam.com

34. ORDER OF COURT:

No material orders had been passed by the regulators or courts or Tribunals.

35. CORPORATE SOCIAL RESPONSIBILITY:

The provisions for corporate social responsibility (“CSR”) under the Companies Act, 2013, are not applicable to the company for the current financial year.

36. INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements were operating effectively.

37. ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

	For and on behalf of the Board of Directors
	ASHOK KURIYAN	ROY MAMMEN
Place: Bangalore	DIRECTOR	MANAGING DIRECTOR
Date: 06.08.2025	(DIN: 00081374)	(DIN: 00077409)