Madhusudan Masala Ltd Directors Report

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

STATUTORY OVERVIEW

The Board of Directors of the Company meets at regular intervals to discuss and deliberate on business strategies, operations, financial performance, and other key matters. Additional Board meetings are convened, as and when necessary, to address urgent business requirements.

During the Financial Year 2025-26, the Board met 10 (Ten) times on May 22, 2025; July 14, 2025; July 28, 2025; August 20, 2025; November 13, 2025; January 17, 2026; January 18, 2026; February 09, 2026; March 20, 2026; March 27, 2026. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided herewith.

The details of attendance of each Director at the Board Meetings are given below:

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

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following individuals served as Key Managerial Personnel (KMP) of the Company during the financial year 2025-26:

There were no changes in the KMPs during the year under review.

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the 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) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on February 24, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

During the financial year 2025-26 and up to the date of this report, the following changes have occurred in the composition of the Board of Directors of the Company:

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

> Pursuant to the approval of shareholders in their meeting held on September 12, 2025 Ms. Rashmi Kamlesh Otavnai (DIN: 06976600) was appointed as Non-Executive Independent Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions (including any statutory modification(s) or re-enactment(s) thereof), Mr. Hiren Kotecha (DIN: 02519243), Whole-time Director, being the longest-serving director liable to retire by rotation, shall retire at the ensuing 05th 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. Hiren Kotecha, (DIN: 02519243) along with other requisite details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of Secretarial Standard-2, has been included in the Notice convening the 05th AGM.

Pursuant to the provisions of the 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 of the performance of the 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 of the 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 of the 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 of the Company.

• Chairman Evaluation: The performance of the 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 of the Non-Independent Directors, the Board as a whole, and the performance of the 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 of the evaluations confirmed that the Board and its Committees are functioning effectively and that the Directors are contributing meaningfully to the Companys growth and governance.

STATUTORY OVERVIEW

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. The Board has approved the terms of reference for each of these committees.

All the Committees of the Board hold their meetings at regular intervals and make their recommendations to the Board from time to time as per the applicable provisions of the Act and the Listing Regulations. There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee. The composition and the schedule of meets is given hereunder:

As on March 31,2026, the Board has constituted the following committees/sub-committees.

As per the applicable provisions of the Section 177 of the Companies Act, 2013 the Company has constituted Audit Committee comprises following members:

During the year under review, Audit Committee met 6 (Six) times on 22-05-2025, 28-07-2025, 20-08-2025, 13-11-2025, 17-01-2026, 18-01-2026 and the attendance of the members is mentioned herewith:

NAME

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

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

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act, to facilitate reporting of genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower Policy of the Company is available on the website of the Company at

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

The company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer/Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt 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.

During the year under review, Stakeholders Relationship Committee met 4 (Four) times on 22-05-2025, 28-07-2025, 13-11-2025, and 17-01-2026 and the attendance of the members is mentioned herewith.

The composition of the Committee and the details of meetings attended by its members are given below:

To note that there were no complaints unresolved as on March 312026.

Our Company 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.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times on 20-08-2025, and 24-02-2026 and the attendance of the members is mentioned herewith:

The composition of the Committee and the details of meetings attended by its members are given below:

NAME

STATUTORY OVERVIEW

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) by way 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:

The details of remuneration paid to the Directors during the Financial Year 2025-26 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) of the Companies Act, 2013.

For details, shareholders may visit:

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 preparation of Annual Accounts for the year ended March 31, 2026 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 of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the 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 of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended March 31,2026 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.

During the year under review, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. Accordingly, the provisions of Sections 73 to 76 of the 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 of the 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 of the Companies Act, 2013 to the extent applicable.

Our company has following mentioned Subsidiary companies as on the closure of financial year 2025-26.

As on March 31, 2026, your Company does not have any material subsidiary in terms of the provisions of the SEBI Listing Regulations, as amended. Pursuant to the provisions of Section 129,134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement in accordance with Section 129(3) of the Companies Act, 2013 containing the salient features of financial statement of subsidiaries, joint ventures and associates is annexed in Annexure- A in Form AOC-1, which forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company

Further, Your Company does not have any Associate Companies and Joint Ventures as on March 31,2026.

All 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 with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

The Audit Committee of your Company comprises of majority of the Independent Directors. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for the FY25-26 and hence does not form part of this report.

The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link Policy on Materiality of Related Party Transactions of Madhusudan Masala.

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

The details of the related party transactions for the Financial Year 2025-26 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

STATUTORY OVERVIEW

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31,2026 is placed on the website of the Company and can be accessed at: https://www.madhusudanmasaia.com/investors/financiais-resuit-and-reports.htmi

Your Company had 73 (standalone basis) employees as of March 31, 2026. The information required under Section 197 of the Act, 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 in Annexure - B of this report.

Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure in this regard has been included as part of this Report.

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

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

No such incidence took place during the year.

The Company is committed to providing a safe, secure, respectful, and inclusive workplace where all employees are treated with dignity and respect. The Company has adopted a zero-tolerance approach towards sexual harassment and is committed to fostering a work environment free from harassment, discrimination, and intimidation. Appropriate measures are taken to promote awareness among employees and to encourage a culture of mutual respect, professionalism, and equal opportunity.

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:

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 of the 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 complied with the applicable provisions of the Secretarial Standard on Meetings of the 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

The Company has established a comprehensive risk management framework to proactively identify, assess, monitor, and address risks that could affect its operations, financial position, reputation, and long-term strategic goals. This framework facilitates the systematic management of key risks, including strategic, operational, financial, regulatory, compliance, and information and cyber security risks.

The Board of Directors provides overall oversight of the Companys risk management practices and periodically reviews significant risks along with the effectiveness of the mitigation measures implemented by the management. The Company remains committed to continuously enhancing its risk management and internal control mechanisms to effectively respond to changing business conditions, emerging risks, and evolving regulatory requirements. These efforts support sound governance, protect stakeholder interests, and promote sustainable long-term value creation.

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 2025-26 and provided their report on internal financial controls under Section 143 of the Companies Act, 2013. This report forms part of the Audit Report annexed with the Annual Report.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2026, our internal financial controls were adequate and operating effectively.

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and long-term 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.

STATUTORY OVERVIEW

As per Section 135(1) of the Companies Act, 2013 the net profit of the company as on March 31, 2026, is exceeding Rs. 5.00 Crore (rupees five crore only). According to Section 135(9) of the 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 subsection (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 which is available on the Companys Website at https://www.madhusudanmasala.eom/investors/corporate-social-responsibilitv-committees.html#book

In accordance with Section 135 of the 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.

Annual Report on the aforesaid CSR activities carried out by the Company for the financial year ending on March 31, 2026, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 can be found in Annexure- D of this report.

For the financial year 2025-26, the Company was required to spend a sum of Rs23,73,447.09 towards CSR activities.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY25-26 have been utilized for the purpose and in the manner approved by the Board of your Company.

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 2025- 26.

He has conducted periodic internal audits of various 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 2025-26 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 of the Companies Act, 2013.

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

As per the provisions of Section 148(1) of the Companies Act, 2013 read with the applicable rules, the Company is not required to maintain cost records for the financial year 2025-26 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) of the Companies Act, 2013.

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

In compliance with the provisions of Section 204 of the 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 2025-26.

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 below:

Earnings call for the financial results forthe Half Year Ended on September 30,2025 was made available on the website of the company and was not submitted to the Stock Exchange within the prescribed timeline.

The company failed to give the requisite intimation within the prescribed timeline of two working days priorto the Board Meeting held on January 18,2026, for considering the revised financial results for the quarter ended December 31, 2025. Consequently, NSE imposed a penalty vide letter dated February 13,2026 for the delay.

Further,

Certain information on the Companys website was not updated in a timely manner during the year under review, and a warning was issued by NSE in this regard. However, as on the date of this Report, the website has been duly updated.

STATUTORY OVERVIEW

Your Company has its fully functional website https://www.madhusudanmasala.com/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your Companys shares by your Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing your Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes practices and procedures for fair disclosure of UPSI.

During the Financial Year 2025-26, 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. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (including sweat equity shares) to employees of your Company under any scheme.

3. No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status and your Companys operation in future.

4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from the banks or financial institutions.

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.