Madhusudan Masala Ltd Directors Report

# Mr. Hasmukhbhai Ishwarlal Hindocha has resigned from the post of independent director of the company w.e.f. June 13, 2024

^ DETAILS OF KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 203 ofthe Companies Act, 2013, the following individuals served as Key Managerial Personnel (KMP] ofthe Company during the financial year 2024-25:

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7] ofthe act that they meet the criteria of independence laid down in Section 149 (6] ofthe Act. Further, all the Independent Directors ofthe Company have registered themselves in the Independent Director Data Bank. In the opinion ofthe Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5] (iiia] ofthe Companies (Accounts] Rules, 2014.

A separate meeting of Independent Directors was held on March 26, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson ofthe Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

During the financial year 2024-25 and up to the date ofthis report, the following changes have occurred in the composition of the Board of Directors ofthe Company:

1. Resignation of Director

Mr. Hasmukhbhai Ishwarlal Hindocha tendered his resignation from the position of Independent Director ofthe Company with effect from June 13, 2024. The Board places on record its sincere appreciation for his valuable contribution and guidance during his tenure.

2. Appointmentof Director

Ms. Rashmi Kamlesh Otavani (DIN: 06976600] was appointed as an Additional Non-Executive Independent Director on the Board ofthe company w.e.f. August 20, 2025 to hold office till the conclusion ofthe ensuing General Meeting.

3. Retirement by Rotation and Re-appointment

In accordance with the provisions of Section 152 ofthe Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors] Rules, 2014 and other applicable provisions (including any statutory modificationfs] or re- enactmentfs] thereof], Mr. Rishit Kotecha (DIN: 00062148], Chairman cum Managing Director, being the longest-serving director liable to retire by rotation, shall retire at the ensuing 04th Annual General Meeting and, being eligible, has offered himself for re-appointment.

The proposal for his re-appointment is being placed before the members for their approval at the ensuing AGM.

A brief profile of Mr. Rishit Kotecha, along with other requisite details as stipulated under Regulation 36(3] ofthe SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 and the applicable provisions of Secretarial Standard-2, has been included in the Notice convening the 04th AGM.

Pursuant to the provisions ofthe Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Board of Directors has carried out the annual evaluation ofthe performance ofthe Board as a whole, its committees, and individual Directors, including the Chairman.

The evaluation process was conducted in the following manner:

• Board Evaluation: The performance ofthe Board was assessed based on various criteria, including its composition, diversity, structure, effectiveness of processes, quality of deliberations, access to information, and overall functioning. Feedback was sought from all Directors to ensure a comprehensive and objective review.

• Committee Evaluation: Each Committee ofthe Board was evaluated based on its composition, clarity of roles and responsibilities, frequency and effectiveness of meetings, and the quality of contributions made by Committee members.

• Individual Director Evaluation: The performance of individual Directors, including Executive and Non-Executive Directors, was reviewed by the Board and the Nomination and Remuneration Committee. The assessment included parameters such as level of preparedness, participation in meetings, constructive inputs during deliberations, and overall contribution to the governance and strategic direction ofthe Company.

• Chairman Evaluation: The performance ofthe Chairman was evaluated separately, focusing on leadership qualities, fostering an open and transparent environment, and facilitating effective communication between the Board and management.

A separate meeting of the Independent Directors was held, where they evaluated the performance ofthe Non- Independent Directors, the Board as a whole, and the performance ofthe Chairman. The outcome of this evaluation was discussed in the subsequent Board meeting.

Additionally, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The outcome ofthe evaluations confirmed that the Board and its Committees are functioning effectively and thatthe Directors are contributing meaningfully to the Companys growth and governance.

Pursuant to section 134(5] ofthe Companies Act, 2013 the Board of Directors to the best oftheir knowledge and ability confirm that:

a] In preparation of Annual Accounts for the year ended March 31, 2025 the applicable accounting standards have been followed and that no material departures have been made from the same;

b] The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company at the end ofthe Financial Year and ofthe profit or loss ofthe Company for the year;

c] The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d] The Directors have prepared the Annual Accounts for the year ended March 31, 2025 on going concern basis;

e] The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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.

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

A. AUDIT COMMITTEE:

The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The terms of reference ofthe Committee are available on the website of the Company at httDs://www.madhusudanmasala.com/investors/bod-and-committees.html#book/.

However, due to resignation of Mr. Hasmukhbhai Ishwarlal Hindocha, the Board of directors in its board meeting held on June 17, 2024 reconstituted Audit committee. After this change, the new composition ofthe Audit Committee is as given below:

During the year under review, Audit Committee met 3 (Three] times as detailed below:

*Mr. Hasmukhbhai Ishwarlal Hindocha has resigned from the post of independent director ofthe company w.e.f. June 13, 2024.

The Statutory Auditors ofthe Company are invited in the meeting ofthe Committee wherever required. Further, the Company Secretary ofthe Company is acting as Company Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization ofthe Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman ofthe Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None ofthe Whistle blowers has been denied access to the Audit Committee ofthe Board. The Whistle Blower Policy ofthe Company is available on the website ofthe Company at https://www.madhusudanmasala.com/investors/whistle-blower-Dolicv.html#book/.

^^STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.

The Board of Directors has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss ofShare Certificates; Nonreceipt of Annual Report; Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The terms of reference of the Committee are available on the website of the Company at https: //www.madhusudanmasala.com/investors/bod-and-committees.html#book/.

The composition of the Committee is as under

The Stakeholders Relationship Committee held Four (3] meetings during the financial year under review.

Also, there were no complaints unresolved as on March 31 2025.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

The terms of reference ofthe Committee are available on the website of the Company at https://www.madhusudanmasala.eom/investors/bod-and-committees.html#book/.

The composition ofthe committee is as under:

The Nomination and Remuneration Committee held three (3] meetings during the financial year under review.

The Nomination and Remuneration Policy of the Company is framed with the objective of fostering a high-performance culture across the organization. The Policy is designed to attract, retain, and motivate qualified personnel in a competitive market environment and to align the aspirations of the employees with the long-term goals of the Company.

The Company pays remuneration to its Executive Directors and Key Managerial Personnel (KMPs] byway of salary, benefits, perquisites, and allowances. The structure of remuneration is in accordance with the applicable provisions of the Companies Act, 2013 and as approved by the shareholders, wherever necessary. Annual increments are recommended by the Nomination and Remuneration Committee and are effective from April 1st of every financial year, within the limits approved by the shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the Companys website and can be accessed at:

• https://www.madhusudanmasala.com/investors/nomination-and-remuneration-Dolicv.html#book/

The details of remuneration paid to the Directors during the Financial Year 2024-25 are disclosed in the Annual Return of the Company, filed in Form MGT-7. This is made available on the website of the Company in compliance with the provisions of Section 92(3] ofthe Companies Act, 2013.

For details, shareholders may visit:

• https://www.madhusudanmasala.com/investors/financials-result-and-reDorts.html

During the year under review, the Company has not accepted any deposits from the public under Chapter V ofthe Companies Act, 2013. Accordingly, the provisions of Sections 73 to 76 ofthe Companies Act, 2013 and the rules made thereunder, as well as the directives issued by the Reserve Bank of India (RBI], are not applicable to the Company.

Pursuant to the provisions of Section 186 ofthe Companies Act, 2013, the details of loans given, guarantees provided, and investments made by the Company are provided in the notes to the standalone financial statements, which form part of this Annual Report.

The Company has complied with the provisions of Section 186 ofthe Companies Act, 2013 to the extent applicable.

Your company having following mentioned Subsidiary companies as on the closure of financial year 2024-25.

In accordance with Section 129(3] ofthe Companies Act, 2013, a statement containing salient features ofthe financial statements ofthe subsidiary companies in Form AOC-1 is annexed to this Report as Annexure -A.

During the year, the Board of Directors reviewed the affairs ofthe subsidiaries. In accordance with Section 129(3] of Companies Act, 2013, Consolidated Financial Statements ofyour Company and its subsidiary in accordance with the relevant accounting standards have been prepared which forms part ofthe Annual Report.

Further, Your Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.

All Related Party Transactions entered into by the Company during the financial year under review were in the Ordinary Course of Business and on an Arms Length basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, to the extent applicable to SME listed entities.

There were no materially significant Related Party Transactions:

• Exceeding 10% ofthe annual consolidated turnover of the Company, or

• Involving brand usage or royalty payments exceeding 5% ofthe annual consolidated turnover, that may have a potential conflict with the interest ofthe Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3](h] ofthe Companies Act, 2013, is not applicable.

The Company has a mechanism in place to obtain prior omnibus approval ofthe Audit Committee for transactions which are repetitive and of a foreseen nature. All such related party transactions entered into under omnibus approval are reviewed and placed before the Audit Committee and the Board on a quarterly basis.

The details ofthe related party transactions for the Financial Year 2024-25 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

The Companys Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website and can be accessed at:

• Policy on Materiality of Related Party Transactions of Madhusudan Masala.

The Company has complied with the applicable provisions ofthe Secretarial Standard on Meetings ofthe Board of Directors (SS-1] and General Meetings (SS-2] issued by the Institute of Company Secretaries of India (ICSI] and approved by the Central Government under the Companies Act, 2013.

Pursuant to Section 92(3] ofthe Companies Act, 2013 and Rule 12 ofthe Companies (Management and Administration]

Rules, 2014, the Annual Return ofthe Company as on March 31, 2025 is placed on the website ofthe Company and can be accessed at:

• https://www.madhusudanmasala.com/investors/financials-result-and-reDorts.html

The ratio of remuneration of each Director to the median remuneration ofthe employees as required under Section 197(12] ofthe Companies Act, 2013, read with Rule 5(1] ofthe Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, forms part ofthis Report and is annexed as Annexure - B.

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date ofthis Report.

There have been no significant and material orders passed by any regulators, courts, or tribunals which would impact the going concern status ofthe Company or its future operations.

Details of litigation, if any, pertaining to tax and other matters are disclosed in the Auditors Report and the Financial Statements, which form an integral part of this Annual Report.

The Company has always fostered a safe and inclusive work environment for all employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013, the Company has constituted an Internal Complaints Committee (ICC] at all its workplace locations.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a framework for addressing complaints in a gender-neutral and confidential manner.

During the year under review,

a] number of complaints of sexual harassment received in the year- NIL

b] number of complaints disposed of during the year- NA

c] number of cases pending for more than ninety days-NA

The Policy is available on the Companys website at:

• https://www.madhusudanmasala.com/investors/Dolicv-on-Drevention-of-sexual-harassment.html#book/.

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

In accordance with the provisions of Section 134(3](m] of the Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts] Rules, 2014, information relating to energy conservation, technology absorption, and foreign exchange earnings and outgo for the year under review is annexed to this Report as Annexure - C.

The Company has established a robust risk management framework that includes risk identification, assessment, mapping, and mitigation processes. This mechanism aims to minimize the potential impact of both business and non-business risks by implementing proactive mitigation strategies.

The risk management process is based on evaluating the probability of occurrence and potential impact, allowing for appropriate preventive actions. A structured and periodic assessment is carried out to identify, evaluate, monitor, and control risks, thereby safeguarding the Companys assets and reputation.

The Company has in place an adequate internal control system that is commensurate with the size and nature of its business operations. These controls ensure the safeguarding of assets, accuracy of accounting records, prevention of fraud, and compliance with applicable laws and regulations.

The internal control framework is supported by:

• Regular internal audits conducted by the appointed Internal Auditor,

• Management reviews and checks, and

• Well-defined policies and procedures for operational efficiency.

The statutory auditors, M/s. Sarvesh Gohil & Associates, Chartered Accountants (FRN: 0156550W], have audited the financial statements for the financial year 2024-25 and provided their report on internal financial controls under Section 143 ofthe Companies Act, 2013. This report forms part of the Audit Report annexed with the Annual Report.

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and longterm stakeholder value creation. The principles of integrity, transparency, fairness, and accountability are deeply embedded in the Companys culture and operations.

Although compliance with the provisions of Regulations 17 to 27 and certain clauses of Regulation 46(2] and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 is not applicable to the Company by virtue of its listing on the EMERGE Platform of National stock exchange of India Limited, the Company voluntarily adheres to high standards of corporate governance and ethical business conduct.

Accordingly, a separate Corporate Governance Report is not applicable and does not form part of this Report. However, the Company remains committed to adopting best governance practices.

As per Section 135(1] ofthe Companies Act, 2013 the net profit ofthe company as on March 31, 2025, is exceeding Rs. 5.00 Crore (rupees five crore only]. According to Section 135(9] ofthe Companies Act, 2013, if a companys expenditure under sub-section (5] is less than fifty lakh rupees and as per sub-section (6] of section 135 the company does not have any funds in its Unspent Corporate Social Responsibility Account, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1] does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company.

Further, the Board of Directors has approved the Corporate Social Responsibility Policy on July 28, 2023 which is available on the Companys Website at https://www.madhusudanmasala.com/investors/corporate-social-responsibilitv- committees.html#book

In accordance with Section 135 ofthe Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy] Rules, 2014, the Company has undertaken CSR initiatives in line with its commitment to contribute meaningfully to society.

For the financial year 2024-25, the Company was required to spend a sum of ^13,67,437.16 towards CSR activities. The Company has spent an amount of ^13,91,295.00 during the year, resulting in an excess CSR spend of ^23,858.00.

Details of CSR Spend for FY 2024-25:

The CSR initiatives undertaken reflect the Companys belief in inclusive growth and its focus on healthcare and human rights.

Annual Report on the aforesaid CSR activities carried out by the Company for the financial year ending on March 31, 2025, in accordance with Section 135 ofthe Act and Companies (Corporate Social Responsibility Policy] Rules, 2014 can be found in Annexure- D ofthis report.

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s. P. R. Nakum & Associates (FRN: 0147034W], Chartered Accountant as the Internal Auditor of the Company for the financial year 2024-25.

He has conducted periodic internal audits ofvarious operational and financial functions and submitted his reports to the Audit Committee and the Board. His observations and recommendations have helped strengthen the internal control systems and ensure compliance.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, the members at the Annual General Meeting held on September 30, 2022, appointed M/s. Sarvesh Gohil & Associates, Chartered Accountants, Jamnagar (FRN:0156550W], as the Statutory Auditors of the Company for a term of five consecutive years, to hold office till the conclusion of the Sixth Annual General Meeting to be held in the calendar year 2027.

The Auditors Report on the financial statements of the Company for the financial year 2024-2 5 forms part of this Annual Report. The Notes to the Financial Statements, as referred to in the Auditors Report, are self-explanatory and do not call for any further comments under Section 134 ofthe Companies Act, 2013.

There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Report except as disclosed:

As per the provisions of Section 148(1] ofthe Companies Act, 2013 read with the applicable rules, the Company is not required to maintain cost records for the financial year 2024-25 as prescribed by the Central Government.

During the year under review, the Statutory Auditors have not reported any instance of fraud committed by the Company, its officers or employees under Section 143(12] ofthe Companies Act, 2013.

Pursuant to Regulation 34 read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Management Discussion and Analysis Report for the year under review forms an integral part ofthe Annual Report and is annexed herewith as Annexure - E.

In compliance with the provisions of Section 204 ofthe Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditor to carry out the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report is annexed as Annexure - F to this Board Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as may be stated specifically in Annexure - F.

Your Company maintains a fully functional and regularly updated website as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015:

• https://www.madhusudanmasala.com/.

The website has been designed to provide detailed and transparent information about the Company. It hosts a comprehensive repository of corporate data including:

• Financial results

• Shareholding pattern

• Details of Board and Committees

• Corporate Policies and Codes

• Business activities

• Press releases and current updates

All mandatory disclosures as required under the Companies Act, 2013, Companies Rules, 2014, and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 are duly made available on the website, along with other useful information for investors and stakeholders.

During the Financial Year 2024-25, there were no applications made or proceedings initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any Financial or Operational Creditors against the Company.

As on the date of this report, there are no pending applications or proceedings under the said Code against the Company.

In accordance with the provisions of Section 134(3] of the Companies Act, 2013, Rule 8 of the Companies (Accounts] Rules, 2014, and other applicable provisions, your Directors confirm that all necessary disclosures have been made in this Board Report.

Further, the Board confirms that there were no transactions during the year under review requiring disclosure in respect of the following items:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Revision of financial statements or Boards report under Section 131 of the Act.

4. Any significant or material orders passed by the Regulators, Courts, or Tribunals that impact the going concern status of the Company and its future operations.

Your directors place on records their sincere appreciation for the dedicated services and contribution of all employees during the year. The Board also acknowledges and expresses gratitude for the continued support, trust, and co-operation received from the Companys shareholders, investors, bankers, financial institutions, business associates, and other stakeholders.

The Board looks forward to your continued support in the journey ahead.