Madhav Copper Ltd Directors Report

Dear members,

Your Directors are pleased to present the 13 th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31 st March 2025.

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ( " Ind AS " ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

( " SEBI Listing Regulations " ) and the provisions of the Companies Act, 2013 ( " Act " ).

The summarized financial highlight is depicted below:

		(Rs. In Lakhs)
	FOR THE YEAR ENDED ON
P A R T I C U L A R S	31.03.2025	31.03.2024
Revenue from Operations	12467.25	3,550.00
Other Income	79.84	480.690
Total Revenue	12547.09	4030.690
Profit before Depreciation & Interest	696.28	356.65
Financial Charges	184.53	56.560
Depreciation	166.36	184.550
Profit / (Loss) Before Taxation	345.39	115.550
Provision for Current & Deferred Taxation	-123.38	-7.16
Profit / (Loss) After Taxation	468.77	122.72
EPS	1.73	0.45

KEY FINANCIAL RATIOS :

Sr.No Particulars	FY24 \u2010 25	FY23 \u2010 24	%Change
1 Debtors Turnover Ratio	11.45	6.9	65.94%
2 Inventory Turnover Ratio	0.39	0.07	457.14%
3 Interest Coverage	2.87	3.04	-5.59%
4 Current Ratio	2.21	2.58	-14.34%
5 Debt Equity Ratio	0.06	0.08	-25%
6 Operating Profit Margin	0.04	-0.08	66.66%
7 Net Profit Margin (%)	0.04	0.03	33.33%
8	0.10	0.03	233.33%
Return on Networth (%)

DIVIDEND:

The internal accruals are ploughed back to partly fund the ongoing expansion and investment projects. Under the circumstances, the Directors do not recommend any dividend for the financial year under review and do not propose to carry any amount to reserves.

OPERATIONAL HIGHLIGHTS AND PROSPECTS:

Operational highlights:

During the year under review, production of the company is operative. In FY 24-25, your Company delivered a record profit before tax was Rs. 345.39 Lakhs, more than doubling from Rs. 115.550 Lakhs in the previous year. The Company has incurred profit i.e. net profit after tax of Rs. 468.77 Lakhs, as against a net profit after tax of Rs. 122.72 Lakhs in the previous year. This represents a robust year-on-year growth of 66%.

Transfer to Reserves:

The company has closing balance of Rs.3213.80 Lakh as reserve and surplus. There is no transfer during the year under report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

CREDIT FACILITIES:

The Company has been optimally utilizing its fund based and non ?€ fund based working capital requirements as tied up with Bank of Baroda and Bank of India. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

The performance in FY 2024 25 lays a strong foundation for future growth, with a continued focus on sustainability, operational excellence, and stakeholder value creation.

SHARE CAPITAL AND CHANGES:

There are no Changes in Share Capital during the year under review and other information is as follow:

Buy ?€ back of Securities:

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

Sweat Equity:

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

Bonus Shares:

The Company has not issued bonus shares during the year under review.

Employees Stock Option Plan:

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

Split of Equity Shares:

During the Year under review, the Company has not Split Equity Share.

MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors states that, no material changes and commitments have occurred between the end of the financial year under review as on 31st March, 2025 and the date of this Report, which may affect the financial position of the Company:

CAPITAL EXPENDITURE FOR EXPANSION PROJECT:

The Company has majorly incurred Capital expenditure worth Rs. 79.00 Lakh towards Property, Plant & Equipment during the F.Y. 2024-25.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under consideration, pursuant to the provisions of Section 13, 14, 18 of the Companies Act, 2013 and other applicable provisions, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, Their being no Change in nature of the Company.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I and is enclosed to this report.

RISK MANAGEMENT:

The Company has framed as Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of the Company s day to day operations. The key business risks identified by the Companies are Industry risk, Management and Operations risk, Market risk, Government policy risk, Liquidity risk, and Systems risk. The company has in place adequate mitigation plans for the aforesaid risks. The Policy on Risk Management is available on website of the Company under tab Investor Info/Policies/Risk Management Policy. However, Risk Management committee is not applicable during the F.Y. 2024-25

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In terms of the amended provisions in the Companies (Corporate Social Responsibility Policy) Rules, 2014 ( " Rules " ), the CSR provisions are applicable to a Company on the basis of preceding Financial year criteria of net worth of Rs. 500 crores OR turnover of Rs. 1000 crores OR net profit of Rs. 5 crores. Accordingly the CSR provisions in the Financial Year 2024-25 are not applicable to the Company as the criteria of Net worth, Turnover or Net profit, is not triggered any above limit to apply the CSR provisions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

All the transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions entered into with the related parties are occurred at Arms length price and in ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC ?€ 2 is enclosed as Annexure II. We have also taken shareholders approval through the postal Ballot process wherever required under the laws.

The Board of Directors of the Company has, on the re-commendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made there under and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.madhavcopper.com under

Investors/Policies/Policy on Related Party Transactions.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, our Company has filed half yearly reports and Yearly report to the stock exchanges, for the related party transactions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Divya Monpara was re-appointed as a rotational Director in 12 th AGM of the Company held on 25th September, 2025.

The Board recommends re-appointment of Mr. Nilesh Natubhai Patel as a rotational director on rotation basis in the ensuing AGM of the Company.

There are no other changes in Key Managerial personnel of the Company. Mr. Nilesh Natubhai Patel is Chairman and Whole Time Director, Mr. Rohit Bhikhabhai Chauhan is Managing Director, Mr. Chaitnya Bhanubhai Doshi, Mr. Jaysukh Dabhi & Mrs. Dinal Lakhani are Independent Director and Mr. Kamlesh Solanki is Chief Financial Officer of the Company and Mrs. Sneha Langalia is a Company Secretary & Compliance Officer of the Company.

Mrs. Dinal Ashokbhai Lakhani has been re-appointed as an Independent Director of the Company for a Second term of 5 years with effect from June 04, 2025 to June 03, 2030, not liable to retire by rotation through Postal ballot Notice date 24.04.2025.

Mrs. Dinal Ashokbhai Lakhani (DIN:08753875), Confirms that she is not debarred from holding the office of director by virtue of SEBI Letter dated June 14, 2018 read along with Exchange Circular dated June 20, 2018 (Affirmation that the person proposed to be appointed as Director is not debarred from holding the office by virtue of any SEBI Order or any other authority).

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on Thursday, August 28, 2025, Proposes the appointment of Mr. Dipakkumar Girishkumar Patel (DIN: 11237410) as an Independent Director of the Company, subject to the approval of Members at this Annual General Meeting

BOARD EVALUATION:

As part of its commitment to the highest standards of corporate governance, the board has conducted the annual performance evaluation of the Board of Directors, its Committees, and individual Directors in accordance with the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The results of the evaluation confirmed high level of commitment and engagement of the Board, its various committees and senior leadership.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy on Nomination and Remuneration is available on the website of the Company www.madhavcopper.com under Investor Info/Policies/Nomination and Remuneration Policy.

The performance of the Board, its Committees, individual Directors, and KMPs is evaluated annually. The evaluation process includes criteria such as participation in meetings, contribution to strategic decision-making, safeguarding stakeholder interest, etc.

MEETINGS:

During the year Nine (9) Board Meetings, Six (6) Audit Committee Meetings, One (1) Stakeholder Relationship Meeting, Two (2) Nomination and Remuneration Meetings, One (1) Independent Director Meeting were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 the details of the meeting are given in Corporate Governance Report.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, So as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies , 2013 and the relevant rules.

They have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended.

WHITSLE BLOWER & VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.madhavcopper.com under

Investors/policies/Vigil Mechanism Policy link.

During the year under review, the Company has not denied access to the Audit Committee to any director, employee, or stakeholder. The mechanism has been effective and no adverse action has been taken against any individual for making a disclosure.

CODE OF CONDUCT:

The Company has adopted a comprehensive Code of Conduct for the Board of Directors and Senior Management Personnel, which is in accordance with Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company under Investor Info/Policies/Code of Conduct . All Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. A declaration signed by Managing Director to this effect is attached to this report.

CODE ON PROHIBITION OF INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ( " PIT Regulations " ), the Company has formulated the Code of Conduct for Prevention of Insider Trading ( " Code " ) to regulate and monitor trading by Designated Persons ( " DPs " ) and their immediate relatives.

The Code, inter alia, lays down the procedures to be followed by DPs while trading/ dealing in the Company s shares and while sharing Unpublished Price Sensitive Information (UPSI). The Code includes the obligations and responsibilities of DPs, obligation to maintain the structured digital database, mechanism for prevention of insider trading and handling of UPSI, process to familiarise with the sensitivity of UPSI, transactions which are prohibited and manner in which permitted transactions in the securities of the Company shall be carried out etc.

A report on insider trading, covering trading by DPs and various initiatives/ actions taken by the Company under the PIT Regulations is also placed before the Audit Committee on a quarterly basis.

The Company periodically circulates the informatory e-mails along with the FAQs on Insider Trading Code, Do S and Don ts etc. to the employees (including new employees) to familiarize them with the provisions of the Code. The policy on Insider Trading is available on the website of the Company under

Investor Info/Polices/Code of Conduct for prevention of Insider Trading Policy .

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR:

In accordance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Company has a structured Familiarisation Programme for Independent Directors to provide insights into their roles, rights, responsibilities in the Company, nature of the industry, business model of the Company and other relevant matters to enable them to contribute significantly to the Company.

Ongoing Familiarisation :

To ensure that Independent Directors are updated on a continuous basis, the Company undertakes the following initiatives: ?‚? Periodic presentations on the performance, strategy, budgets, risk management framework, internal control systems, and business environment. ?‚? Updates on changes in laws and regulatory requirements. ?‚? Plant/Factory visits and meetings with business/function heads to provide a hands-on perspective.

During the year under review, familiarisation programmes were conducted through presentations, discussions, and briefing sessions during Board/Committee meetings. The cumulative hours spent on familiarisation programmes during the financial year 2024-25 were approx 2 hours.

The details of such familiarisation programmes imparted to Independent Directors are also disclosed on the Company s website at www.madhavcopper.com under https://www.madhavcopper.com/policies.php

CORPORATE POLICIES OF THE COMPANY:

Our Company is inclined towards following highest levels of ethical standards in all our business transactions. To ensure the same, the Company has adopted various policies, codes, and practices. The policies are reviewed periodically by the Board and are updated in line with amended laws and requirements. The key policies/charters adopted are detailed below:

Category of	Brief	Web link	Amendments
Policy/Code	Summary
Code of	The Code	https://www.madhavcopper.com/policies.php	There has
Business	provides the		been no
Conduct and	general rules		change in the
Ethics, Whistle	for our		policy during
Blower Policy	professional		FY 2024-25.
	conduct so
	that the
	business of
	the Company
	is consistent
	with our
	values and
	core purpose.
Nomination &	The policy	https://www.madhavcopper.com/policies.php	There has
Remuneration	details the		been no
Policy including	guidelines on		change in the
the Criteria for	identification		policy during
determining the	and		FY 2024-25.
Independence	appointment
of Directors	of individual
	as a Director,
	KMP and
	including the
	criteria on
	their
	qualification
	and
	independence,
	manner and
	criteria for
	effective
	evaluation of
	the
	performance.
	The Policy also
	details the
	compensation
	principles
	responsibilities
	of senior
	management
	and succession
	planning.
Insider Trading	The Code lays	https://www.madhavcopper.com/policies.php	There has
Prohibition	down the		been no
Code	guidelines to		change in the
	regulate,		policy during
	monitor and		FY 2024-25.

	report trading
	in securities of
	the Company;
	policy &
	procedure for
	inquiry in case
	of leak of
	Unpublished
	Price Sensitive
	Information
	( \u201c UPSI \u201d ); and
	code of
	practices &
	procedures for
	fair disclosure
	of UPSI &
	policy for
	determination
	of legitimate
	purpose.
Related Party	This Policy	https://www.madhavcopper.com/policies.php	The Policy
Transaction	envisages the		has
Policy	procedure		been revised
	governing		on 19 th
	Related Party		December
	Transactions		2024 with
	required to be		immediate
	followed by		effect.
	the Company
	to ensure
	compliance
	with the Law
	& Regulations.
Policy for	The policy	https://www.madhavcopper.com/policies.php	There has
determination	determines		been no
of Materiality	the		change in the
for Fair	requirements		policy during
Disclosure of	for disclosing		FY 2024-25.
Material Events	material
and Archival	events
Policy	including
	deemed
	material
	events for the
	Company
	which are in
	nature of
	UPSI. The
	policy also lays
	the guidelines

	on archival
	and retention
	of records of
	the Company
Policy on	The purpose	https://www.madhavcopper.com/policies.php There has
Prevention,	to this policy is	been no
Prohibition and	to create and	change in the
Redressal of	maintain a	policy during
Sexual	healthy and	FY 2024-25.
Harassment at	conducive
Workplace	work
	environment,
	free of
	discrimination.
	This includes
	discrimination
	on any basis,
	including
	gender and
	any form of
	sexual
	harassment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a) In the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 have 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 have prepared the annual financial statements on a going concern basis; and

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the http://www.madhavcopper.com/financial.php .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR):

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, are presented in a section forming part of this Annual Report. MADR is appended as Annexure III to this report.

DEPOSITS:

In accordance with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the relevant rules made there under.

As on the date of this report, the Company has no outstanding deposits or any amount that remained unpaid or unclaimed as at the end of the financial year.

AUDITORS:

Statutory Auditors:

M/s Nirav Patel & Co, Chartered Accountants having FRN: 134617W have been appointed as Statutory auditor of the company for a period of five years starting from the financial year 2022-2023 and that they shall hold office from the 10th Annual General Meeting (AGM) till the conclusion of 15th Annual General Meeting (AGM) of the Company to be held in the year 2027 (for financial year 2026-2027).

Due to the resignation of M/s. Nirav Patel & Co, Chartered Accountants (Firm Registration No. 134617W), a casual vacancy has arisen in the office of Statutory Auditors of the Company in terms of Section 139(8) of the Companies Act, 2013.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, at its meeting held on 28 th July, 2025, approved the appointment of M/s. P G Hemani & Co., Chartered Accountants (FRN: 103628W), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous auditor.

In accordance with the provisions of Section 139(8)(i) of the Companies Act, 2013, such appointment shall hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Board recommends the appointment of M/s. P G Hemani & Co., Chartered Accountants (FRN: 103628W) as Statutory Auditors of the Company for a term of [five] consecutive years from the conclusion of this Annual General Meeting till the conclusion of the 18th Annual General Meeting, subject to the approval of Members.

The Statutory Auditor s Report for the financial year ended 31st March, 2025 is self ?€ explanatory and does not call for any further comments.

No, Fraud was noticed by the Auditors during the F.Y. 2024-25.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, read with the rules made there under, the Board has approved the appointment of M/s. Ranjit & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the FY 24-25. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Further, pursuant to amended Regulation 24A of the SEBI Listing Regulations, M/s Ranjit & Associates, Practicing Company Secretaries (FCS No.:12564, C. P. No.: 23646, Peer reviewed certificate no. 5750/2024) have been recommended by Audit committee and approved by Board of Directors as a Secretarial Auditors to undertake the Secretarial Audit of your Company for the First term of five consecutive years from FY 2025-2026 to FY 2029-2030, subject to approval of the shareholders at this AGM. M/s Ranjit & Associates have confirmed that they are not disqualified to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

Secretarial Auditor s Report:

The Secretarial Audit Report for the financial year ended 31st March, 2025 is self ?€ explanatory and does not call for any further comments.

Internal Auditor:

M/s. N S Shah and Co., Chartered Accountant (Registration No. 133041W) had been appointed as the Internal Auditors of the Company for FY 2024-25 to conduct the Internal Audit on the basis of detailed Internal Audit Plan.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. N S Shah and Co., Chartered Accountant (Registration No. 133041W), as the Internal Auditor of the Company for the financial year 2025-2026.

During the reporting year, under Section 143(12) of the Act, none of the Auditors of the Company have reported to the Audit Committee of the Board any instances of fraud by the Company or material fraud in the Company by its officers or employees.

Cost Auditor:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the cost records as prescribed under the said Rules for the financial year 2024-25.

However, as per the provisions of the Companies (Cost Records and Audit) Rules, 2014, the requirement for conducting cost audit is not applicable to the Company for the financial year 2024-25.

The Board has appointed M/S Chetan Gandhi & Associates, Cost Accountants (Firm Registration No: 10134) as the Cost Auditors of the company to conduct audit of cost records made and maintained by the company for financial year 2025-26.

The Company had received a certificate confirming their eligibility and consent to act as the Auditor.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in this Notice of Annual General Meeting. The Cost Auditors have confirmed that their appointment is within the limits prescribed u/s 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed within the meaning of the said Act.

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by your Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a well-established internal control system commensurate with the size and nature of its business operations. These controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Internal auditors independently evaluate the adequacy of internal controls and audit the transactions in value terms and compliance with internal policies and procedures.

The Company remains committed to continuously improving its control environment to ensure operational excellence and value creation for stakeholders.

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The Board of Directors, based on the review of internal audit findings and management controls, is of the opinion that the internal control systems of the Company are adequate and operating effectively, and provide a reasonable assurance regarding the reliability of financial reporting and compliance with applicable laws and regulations.

CORPORATE GOVERNANCE:

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ( " Code of Conduct " ), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the Company and the link for the same is given in Annexure IV of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made, nor were any proceedings pending under Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

Disclosure under the Maternity Benefit Act, 1961

The Company confirms that it has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder. All eligible women employees have been extended the statutory benefits and facilities as prescribed under the said Act.

PARTICULARS OF EMPLOYEES:

Your Company had 103 (standalone basis) employees as of March 31, 2025.

The information required under Section 197 of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration are provided herein below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

Ratio of remuneration of:

MD 0.0079: 1 (222.03 Lakh: 1.75 Lakh) Whole Time Director 0.0270:1 (222.03: 6 Lakh) Other Directors Not Applicable

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year During the FY 2024-25 there was not increase in remuneration of CS. There was no increase in the remuneration of CFO, MD & WTD

c) The percentage increase in the median remuneration of employees in the financial year During the FY 2024-25 there was no increase in remuneration of employees e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration there was no increase in remuneration of in Managerial Remuneration during F.Y. 2024-25.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

The Company s remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the company endeavors to attract, retain, develop and motivate high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. The Company affirms that the remuneration is as per remuneration policy of the Company.

Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed None of the employees were in receipt of remuneration above Rs. 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.

None of the employee has received remuneration exceeding the limit as stated in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing names of top 10 employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Companies Act read with Rule 5(2) & 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure VI

HUMAN RESOURCES:

The Company recognizes that its employees are its most valuable asset and key to its success. We remain committed to fostering a work environment that promotes continuous learning, innovation, equal opportunity, and career growth.

During the year under review, the Company undertook several initiatives to enhance employee engagement, skill development, and overall well-being. Structured training programs, both functional and behavioral, were organized across various levels to strengthen competencies and align employee goals with the Company s strategic objectives.

Employee safety and health remained a top priority, with regular awareness sessions, health check-up camps, and safety drills conducted across the plant and office locations.

Going forward, the Human Resources function will continue to play a strategic role in attracting, retaining, and nurturing talent aligned with the Company s growth vision.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Composition of the Internal Complaints Committee is available at the website of the Company at https://www.madhavcopper.com/policies.php . As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, a Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Our Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness. All new employees go through a detailed personal orientation on POSH Policy adopted by the Company. During the year under review, your Company has not received any complaint pertaining to sexual harassment.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs, in accordance with Section 118(10) of the Companies Act, 2013.

The Company has specifically complied with the following Secretarial Standards:

Secretarial Standard 1 (SS-1): Meetings of the Board of Directors Secretarial Standard 2 (SS-2): General Meetings

These standards have been followed by the Company while conducting Board Meetings and General Meetings during the financial year, ensuring transparency, consistency, and good governance practices in line with statutory requirements.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:

During the year under review, there were no material orders passed by the regulators or court or tribunals impacting the going concern status and company s operations in future except, the Company has received Order u/s 270A of the Income Tax Act, 1961 for penalty on adjustments made by Assessing Officer while passing the assessment Order u/s 143(3) of the Income Tax Act, 1961.There is no impact financially, operationally or otherwise except to the extent of penalty levied amounting to 3,07,32,926. The Company will take appropriate action(s) for filing appeals and stay applications.

ACKNOWLEDGEMENTS:

The Board of Directors places on record its sincere appreciation for the continued support and confidence reposed by the shareholders, customers, suppliers, bankers, financial institutions, business partners, and various Government authorities.

We also extend our heartfelt gratitude to the Ministry of Corporate Affairs, State and Central Government departments, and regulatory bodies such as SEBI, Stock Exchanges, and other statutory authorities for their guidance and support.

The Board acknowledges the dedication, commitment, and contribution of the employees at all levels, which has been vital in navigating the challenges of the industry and achieving sustainable performance.

We look forward to the continued support of all stakeholders in our journey towards responsible growth and value creation in the copper sector.

For and on behalf of the Board of Directors of

MADHAV COPPER LIMITED
SD/-	SD/-
Nilesh Patel	Rohit Chauhan
Chairman and Whole-Time Director	Managing Director
DIN: 05319890	DIN: 06396973
Place: Bhavnagar
Date: August 28, 2025

ANNEXURE I

Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors.

A. CONSERVATION OF ENERGY:

The Company is focusing to adopt appropriate measures for conservation of energy, which is reflected by very low consumption of power during the year.

Power & Fuel Consumption:

Sr.	Particulars	2024-25	2023-24
No.
1.	Electricity
	Unit	2201500	957750
	Total Amount (in Rs.)	1,96,35,645.23	99,28,168
	Rate/ Unit	8.92	10.37

Consumption per unit of production:

Since the Company manufactures different types of products, it is not practicable to give consumption per unit of production.

B. FOREIGN EXCHANGE EARNINGS AND OUT GO:

Sr.	Particulars	2024 \u2010 25	2023 \u2010 24
No.		(Current Year)	(Previous Year)
1	Earning from Export during the	24,41,85,202.91	14,00,889.35
	Year
2	Outgo of Foreign Exchange	35,18,890.80	0

For and on behalf of the Board of Directors of

MADHAV COPPER LIMITED

SD/- SD/-

Nilesh Patel Rohit Chauhan Chairman and Whole-Time Director Managing Director DIN: 05319890 DIN: 06396973

Place: Bhavnagar Date: August 28, 2025