Mafatlal Industries Ltd Directors Report

To The Members,

Mafatlal Industries Limited

Your Board of Directors are pleased to present the 111^th Annual Report on the business and operations of the

Company and the Audited Financial Statements for the financial year ended on March 31, 2025.

FINANCIAL RESULTS

The financial results of the Company are as under:

in Crores

Particulars	Current Year	Previous Year
	2024-25	2023-24
Revenue from operations	2,807.23	2,078.41
Other income	38.07	63.81
Total income	2,845.30	2,142.22
EBITDA	106.53	109.37
Less: Depreciation and amortization expenses	15.03	15.00
Less: Finance costs	10.96	15.34
Profit before exceptional items	80.54	79.04
Exceptional items	(6.00)	-
Profit before taxes	74.54	79.04
Tax expense/(benefits)	(23.60)	(19.71)
Profit after	98.14	98.75

OVERVIEW, STATE OF THE COMPANY AFFAIRS AND THE YEAR IN RETROSPECT

2024-25 unfolded amid global economic uncertainty and heightened geopolitical tensions. Despite these challenges, the Indian economy continued its growth trajectory, driven by resilient domestic consumption, strong macroeconomic fundamentals, expanding export opportunities and supportive government initiatives.

In line with this broader economic momentum, the

Company delivered a strong financial performance during the year, further strengthening its leadership position in the school and corporate uniform segment. This growth was enabled by the Companys robust pan-India supply chain, a mature vendor ecosystem, and a demonstrated ability to efficiently execute large-scale institutional orders.

For 2024-25, the Company reported a Total Income of

2,845.30 Crores, marking a year-on-year growth of 33%. It is noteworthy that the EBITDA for 2023-24 included a one-time gain of 38.2 Crores from the sale of investment properties and assets held for sale. No such non-recurring income was recorded during 2024-25. Excluding this one-time gain, the Company exhibited a substantial improvement in its core operating profitability. EBITDA for 2024-25 stood at 106.53 Crores, while Net Profit was 98.14 Crores, reflecting strong operational execution and prudent financial management.

BORROWINGS, LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company repaid long-term borrowings amounting to 17.16 Crores, reinforcing its commitment to prudent financial management and a stronger balance sheet. The Company extends its sincere appreciation to its banking partners and financial institutions for their continued support and confidence, which have been instrumental in facilitating its growth and meeting its financial obligations.

In accordance with the provisions of Section 186 of the Companies Act, 2013, the Company has not granted any loans or provided any guarantees during the financial year. However, the Company has made an investment of 60 lakhs in the equity share capital of its newly incorporated subsidiary, Pieflowtech Solutions Private Limited (PSPL).

CREDIT RATING

During 2024-25, the Companys credit profile witnessed a notable improvement, as evidenced by upgrades from two leading credit rating agencies. Acuit? Ratings & Research Limited revised the Companys credit rating to ‘ACUITE BBB+ (Upgraded) with a Stable outlook for long-term facilities and to ‘ACUITE A2 (Upgraded) for short-term facilities. CARE Ratings Limited also upgraded the Companys credit ratings to ‘CARE BBB+ with a Stable outlook for long-term facilities and ‘CARE A2 for short-term facilities.

These upgrades reflect the Companys stronger financial position, consistent operational performance and sound credit metrics. A detailed analysis of the

Companys financial and operational performance is presented in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

DIVIDEND

During the year under review, the Board of Directors declared and paid an Interim Dividend of 1/- per equity share of 2/- each (i.e., 50% of the face value), which was disbursed in August 2024. Further, based on the Companys performance, the Board has recommended a final dividend of 1/- per equity share of 2/- each (i.e., 50% of the face value) for the financial year ended March 31, 2025, subject to the approval of members at the ensuing 111^th Annual General Meeting. With this, the total dividend for 2024-25 amounts to

2/- per equity share of 2/- each, representing 100% of the face value.

The dividend recommendation is in accordance with the Companys Dividend Distribution Policy, which is available on the Companys website at: https://www. mafatlals.com/investors/.

In accordance with SEBI Circular SEBI/HO/MIRSD/

MIRSD-PoD-1/P/CIR/2023/37 dated March 16,

2023 and SEBI Circular SEBI/HO/MIRSD/POD-1/P/

CIR/2024/81 dated June 10, 2024 (effective from

April 1, 2024), dividend payments will be withheld for shareholders holding shares in physical form if any KYC details are not updated as of the record date. Intimations have already been sent to the concerned shareholders, advising them to update their KYC details by submitting the relevant ISR forms along with self-attested supporting documents. These forms can be downloaded from the websites of the Company and its Registrar and Transfer Agent (RTA).

Pursuant to the Finance Act, 2020, read with applicable provisions of the Income-tax Act, 1961, dividend income is taxable in the hands of shareholders with effect from April 1, 2020. Accordingly, the Company shall deduct tax at source (TDS) on the dividend payment at the prescribed rates, in compliance with applicable tax laws.

UNCLAIMED DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (‘the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 (‘the IEPF Rules), during the year the Company transferred unclaimed dividend amounting to 4,86,570/- to the Investor

Education and Protection Fund (‘IEPF), established by the Government of India. Further, a total of 10,72,644 shares were transferred to the demat account of the IEPF, in accordance with the IEPF Rules, as the dividend on these shares had remained unclaimed by the shareholders for seven years. Details of the shares and dividend transferred to the IEPF account are available on the Companys website at: https://www. mafatlals.com/investors/.

The nodal officer for the purpose of Compliances relating to IEPF is Mr. Amish P. Shah, Company

Secretary and Compliance Officer of the Company. The details of the same are mentioned on the Companys website.

CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Company allotted an aggregate of 4,07,500 fully paid-up equity shares of

2/- each under the Mafatlal Employee Stock Option

Scheme, 2017. Consequently, the subscribed and paid-up equity share capital of the Company increased from 14,30,05,860/- to 14,38,20,860/-, comprising

7,19,10,430 equity shares of 2/- each.

There was no issue of equity shares with differential rights as to dividend, voting, or otherwise during the year. Additionally, the Company did not undertake any buyback of shares during the year under review.

SCHEME OF THE ARRANGEMENT FOR CAPITAL REDUCTION AND CAPITAL REORGANIZATION

The Board of Directors, at its meeting held on November term of five consecutive years, effective from14, 2022, approved a Scheme of Arrangement ("Scheme") between the Company and its Shareholders for the reduction and reorganisation of the Companys capital. Under this Scheme, the credit balances of various reserves appearing in the Balance Sheet were proposed to be adjusted against the entire debit balance of Retained Earnings.

The Scheme was formulated in accordance with applicable laws and does not prejudicially affect the interests of the Company, its shareholders, or any other stakeholders, nor does it impair the

Companys operations or its ability to meet financial commitments.

The National Company Law Tribunal, Ahmedabad (‘NCLT) approved the Scheme by its order dated April 29, 2024, specifying March 31, 2024, as the

Appointed/Efficient date. However, as this date differed from the originally proposed Appointed

Date of April 1, 2022, the Company, on May 6, 2024, filed an interlocutory application with the NCLT seeking modification of the order to reflect the originally proposed date, i.e. March 31, 2023. Pending adjudication of the application and based on legal opinion obtained, the effect of the Scheme was not incorporated in the financial statements for the financial year 2023-24.

Subsequently, the NCLT, by its order dated June 27, 2024, allowed the application and revised the Appointed Date to March 31, 2023. As the audited financial statements for 2023-24 had already been approved by the Board on May 27, 2024, the effect of the Scheme has been accounted for in the first quarter of 2024-25.

APPOINTMENT/RE-APPOINTMENT AND CESSATION OF DIRECTORS

Appointment of Directors

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on May 27, 2024, approved the re-appointment of Mr. Atul K. Srivastava

(DIN: 00046776) as an Independent Director for a second term of five consecutive years, effective from

August 4, 2024 and appointment of Mr. Abhay R. Jadeja (DIN: 03319142) and Mr. Ashutosh S. Bishnoi

(DIN: 02926849) as Independent Directors for a first May 27, 2024. The appointments and re-appointment were duly approved by the shareholders at the 110^th Annual General Meeting held on August 2, 2024. Further, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on October 26, 2024, approved the appointment of

Mr. Jyotin K. Mehta (DIN: 00033518) as an Independent

Director for his first term of five consecutive years, effective from the same date. His appointment was approved by the shareholders through Special Resolution (through Postal Ballot) on January 7, 2025. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on February 4, 2025, approved the appointment of Mr. Desh

Deepak Khetrapal (DIN: 02362633) and Dr. Archana

N. Hingorani (DIN: 00028037) as an Independent

Directors for their firstterm of five consecutive years, effective from February 4, 2025. These appointments were also approved by the shareholders through Special Resolutions passed (through Postal Ballot) on April 15, 2025.

Re-appointment of Director retiring by rotation

Pursuant to Section 152(6) of the Companies Act,

2013 and the Articles of Association of the Company, Mr. Hrishikesh A. Mafatlal (DIN 00009872), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The requisite particulars in respect of Directors seeking re-appointment are provided in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors under Section 164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors are available on the website of the Company at : https://www.mafatlals.com/investors/.

Cessation

Upon completion of her respective second terms as Independent Director, Mrs. Latika P. Pradhan (DIN: 07118801) ceased to be an Independent Director from the close of business hours on April 16, 2025.

The Company places on record its sincere appreciation for her contributions during her tenure on the Board. The second term of Mr. Sujal A. Shah (DIN: 00058019) and Mr. Gautam G. Chakravarti (DIN: 00004399) as Independent Directors will conclude at the end of the day on May 29, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, following are the Key Managerial Personnel (KMP) of the Company during the financial year.

• Mr. Priyavrata H. Mafatlal, Managing Director.

Mr. M. B. Raghunath, Chief Executive Officer.

Mr. Milan P. Shah, Chief Financial Officer, and

• Mr. Amish P. Shah, Company Secretary

During the year under review, there has been no change in Key Managerial Personnel of the Company.

Mr. Milan P. Shah, Chief Financial Officer of the

Company, will retire with effect from May 31, 2025. Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors, at its meeting held on May 13, 2025, approved the appointment of Mrs.

Smita Jhanwar as the Chief Financial Officer (CFO) of the Company with effect from June 1, 2025. She has been associated with the Company for over nine years and was appointed as Vice President – Finance in the previous year.

COMMITTEES OF BOARD

As required under the Companies Act, 2013 and the SEBI (LODR) Regulations 2015, the Company has constituted various Statutory Committees. As of March 31, 2025, the Board has constituted the following committees /sub-committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility (CSR) Committee

• Share Allotment Committee

Investment and Diversification Committee

INDEPENDENT DIRECTORS AND THEIR MEETING

In terms of Section 149 of the Companies Act, 2013, Mr. Atul K. Srivastava, Mr. Gautam G. Chakravarti, Mr. Sujal A. Shah, Mr. Ashutosh S. Bishnoi, Mr. Abhay R. Jadeja, Mr. Jyotin K. Mehta, Mr. Desh Deepak Khetrapal, and Dr. Archana N. Hingorani are the Independent Directors of the Company.

In accordance with Regulation 25(8) of the SEBI (LODR) Regulations, 2015, all Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmedthat they meet the criteria of independence as mentioned under Section

149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, and that they are independent of the management. In the opinion of the Board, there has been no change in the circumstances which may affect their status as an Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section

150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule

6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA). During the year under review, the Non-Executive Independent Directors (‘NEIDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013, as amended from time to time and in accordance with Regulations 17 and 25 of the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of individual Directors and the functioning of its Committees, including the Audit Committee, the Nomination and Remuneration Committee and other Committees of the Board. The performance evaluation of the Whole-time/ Executive Directors was conducted based on various qualitative and quantitative criteria including, but not limited to, qualifications, experience, domain knowledge, commitment, integrity, leadership capabilities, strategic vision, level of engagement, transparency, analytical skills, decision-making and adherence to sound governance practices.

The Board noted with appreciation the valuable contributions, strategic insights and guidance provided by each Director, which have been instrumental in achieving the Companys objectives and fostering sustainable growth.

In addition, as required under Regulation 25 of the SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held, where the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson of the Company was reviewed and evaluated.

POLICY ON APPOINTMENT OF DIRECTORS AND BOARD DIVERSITY

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee (NRC) is responsible for determining the qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Managing Director, Executive Directors and Directors. In line with this requirement, the Board has adopted the Policy on appointment of Directors and Board diversity. The policy is available on the website of the Company at https://www.mafatlals.com/investors/.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge and based on the information and explanations received from the management of the Company, confirms that: i. the applicable accounting standards have been followed in preparation of annual accounts for the financial year ended on March 31, 2025, and proper explanations have been furnished relating to material departures. ii. accounting policies have been selected and applied consistently and prudent judgments and estimates have been made to give a true and fair view of state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review. iii. proper and sufficient care has been taken for 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. iv. the annual accounts for the financial year ended on March 31, 2025, have been prepared on a going concern basis. v. internal financial controls are in place and such financial controls are adequate and operating effectively. vi. adequate systems to ensure compliance with the provisions of all applicable laws are in place and operating effectively.

EMPLOYEE STOCK OPTION SCHEME-2017

At the 103^rd Annual General Meeting held on August

2, 2017, the shareholders of the Company approved, by way of a Special Resolution, the creation of an Employee Stock Option Pool comprising 34,75,000 equity shares (post-adjustment for the sub-division of equity shares from 10/- each to 2/- each), under the Mafatlal Employee Stock Option Scheme - 2017 (ESOP Scheme - 2017).

The ESOP Scheme - 2017 has been formulated in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014, as amended from time time, and is also aligned with the SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations,

2021.

In accordance with regulatory requirements, a certificate from M/s. Umesh Ved & Associates, Secretarial Auditors of the Company, confirming that the Scheme complies with the applicable SEBI regulations, will be made available for inspection by shareholders at the ensuing 111^th Annual General Meeting. The disclosures as mandated under the

SEBI (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021, along with other applicable statutory information, are provided in Annexure D to this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year, the Company incorporated a subsidiary company named Pieflowtech Solutions Private Limited (‘PSPL), in which the Company holds

60% of the equity share capital, classifying PSPL as a subsidiary under the provisions of the Companies Act, 2013. The incorporation of PSPL is a strategic initiative aimed at strengthening the Companys footprint in the technology solutions domain. This move is aligned with the Companys long-term strategic objectives and is expected to enhance consolidated performance in the forthcoming years.

All requisite disclosures in connection with the incorporation of PSPL have been duly made to BSE Ltd. in accordance with the SEBI (LODR) Regulations, 2015.

The financial the Notes to the Consolidated Financial Statements forming part of this Annual Report. The Company does not have any material subsidiary or associate company as defined under applicable regulations.

The Company does not have any material subsidiary, however, the Company has formulated a policy for determining material subsidiary(ies) and such policy has been disclosed on the Companys website and can be accessed at: https://www.mafatlals.com/investors/ In accordance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the

Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries has been annexed in the prescribed Form AOC-1.

The audited financial the Company for the financial year ended March 31,

2025, have been made available on the Companys website at: www.mafatlals.com/investors.

These documents are open for inspection by any member at the Registered Office of the Company on all working days (Monday to Friday) between 3:00 p.m. and 5:00 p.m. The Company will also provide copies of the said documents to any member upon request. The Company does not have any joint ventures or associate companies during the year or at any time after the closure of the year and till the date of the report.

As reported last year, Al Fahim Mafatlal Textiles LLC (UAE) (JV Company) remained non-operational and since there is no foreseeable beneficial future, the Board of Directors of the Company and the JV Partner have consented for voluntary winding up/ closure of that entity. The Company has also written to the Ministry of Commerce, Department of Economic Development, Dubai that there has been no operation of the said JV Company since 2016 and accordingly, the Company has not applied for renewal of license to continue to operate the business there. The audited accounts of that JV Company are not consolidated with the Accounts of the Company from 2018-19 onwards. Other than as disclosed herein, there is no company that has ceased to be subsidiary, associate or joint venture of the Company during the financial of the subsidiary are included in year. The statement containing salient features of the financial statement of subsidiary company (Pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014) is further annexed as part of the Notes forming a part of the Consolidated Financial Statement as FORM AOC-1.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year ended on March 31,

2025, and as such, does not hold any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no disclosure or reporting is required in respect of deposits under the said provisions.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company for the financial year ended on March 31, 2025, to the date of the signing of the Directors Report.

INTERNAL FINANCIAL CONTROL (IFC)

The existing IFCs are adequate and commensurate with the nature, size, and complexity of the business and business processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting.

AUDIT TRAIL AND DATA BACK UP regulatory developments, including Based on the examination, the Management confirms that the Company has used accounting software for maintaining its books of account which has a feature of audit trail (edit log) and that has operated throughout the year for all relevant transactions recorded in the software except that audit trail was not available in case of modification with certain specific functionality in the application and for direct database changes. Further, the Company has not noticed any instance of audit trail feature being tampered with in cases where the audit trail feature was enabled. Further, the audit trail, to the extent maintained in the prior year, has been preserved. Further, the Company has also implemented practices for daily backups of the entire database and application in remote locations.

SHARES LYING IN UNCLAIMED SUSPENSE ACCOUNT IN ELECTRONIC MODE

As of March 31, 2025, a total of 915 equity shares have been transferred to the Unclaimed Share Suspense Account in accordance with Regulation 39(4) read with Schedule VI of the SEBI (LODR) Regulations, 2015. The voting rights on these shares shall remain frozen until the rightful owners claim their shares. Shareholders entitled to these shares may claim them by following the procedure prescribed under the applicable laws and regulations.

SUCCESSION PLAN

The Company has an effective mechanism for succession planning focusing on the orderly succession of Directors, Key Management Personnel, and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS

The Company conducts familiarization programmes for its Independent Directors to provide insights into the nature of the industry in which the Company operates, as well as its business model. These programmes are designed to enable the Directors to perform their roles effectively and contribute meaningfully to Board deliberations.

In addition, the Directors are periodically updated on significant amendments to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particularly those pertaining to their roles, rights, and responsibilities.

There is also regular interaction between the Independent Directors and the Key Managerial Personnel (KMPs) to ensure a deeper understanding of the Companys operations and key strategic initiatives. The details of the familiarization programme are available on the Companys website at: https://www. mafatlals.com/investors/.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code of Conduct (‘Code) to regulate, monitor, and report trading in its securities by designated persons and their immediate relatives, in line with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Code lays down detailed procedures to be followed by designated persons while trading in the Companys securities and while handling or sharing Unpublished Price Sensitive Information (‘UPSI). It includes provisions for maintaining a structured digital database, implementing a robust mechanism for the prevention of insider trading, and sensitising employees about the significance and confidentiality of UPSI.

Additionally, the Code incorporates a Code of Practices and Procedures for Fair Disclosure of UPSI, ensuring transparent and timely disclosure in accordance with regulatory requirements.

The Code is available on the Companys website at: https://www.mafatlals.com/investors/.

INDUSTRIAL RELATIONS

The relationship between the employees and management remained cordial and harmonious throughout the financial year under review. As of

March 31, 2025, the Company had 1,043 permanent employees on its payroll, compared to 1,216 in the previous financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Mafatlal Industries Limited, a part of the Arvind Mafatlal Group, has been deeply committed to its social responsibilities, long before CSR became a statutory obligation. The Companys initiatives traditionally focus on poverty alleviation, healthcare, early childhood education, and the empowerment of women, particularly in rural India.

In compliance with the provisions of Sectionrelated party 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee comprising the following members:

• Mr. Hrishikesh A. Mafatlal – Chairman

• Mr. Atul K. Srivastava – Member

• Mr. Sujal A. Shah – Member

Based on the recommendations of the CSR Committee, the Board of Directors has adopted a CSR Policy that reflects the Groups philosophy and commitment to meaningful social impact. The Policy outlines the guiding principles, implementation mechanisms, and focus areas for CSR initiatives in accordance with statutory requirements. The CSR policy of the Company is available on its website at: https://www. mafatlals.com/investors/

In accordance with Section 135 of the Companies Act, 2013, the Companys CSR spending obligation is determined based on the calculation of net profits under Section 198 of the Companies Act, 2013. For 2024-25, the Company continues to have accumulated losses and accordingly, there is no statutory obligation to spend 2% of the average net profits of the preceding three financial years on CSR activities.

However, in line with the Arvind Mafatlal Groups enduring commitment to social welfare, the Company voluntarily contributed 40 Lakhs towards various CSR initiatives during the year. To ensure effective implementation of the CSR Policy, review and approve the CSR Annual Action Plan, the CSR Committee convened two meetings during 2024-25, held on May

6, 2024, and October 25, 2024.

The statutory disclosures required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure E and form an integral part of the Boards Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the

Company during the financial year were conducted at arms length and in the ordinary course of business, in compliance with applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

There were no materially significant transactions with Promoters, Directors, Key Managerial Personnel, subsidiary companies, or other designated persons that could potentially conflict with the interest of the Company at large.

Further, none of the related party transactions during the year required approval from the shareholders under applicable regulations.

In accordance with Regulation 23(2)(c) of the SEBI (LODR) Regulations, 2015, the Company has obtained prior approval from the Audit Committee for all related party transactions involving its subsidiary companies where the Company itself is not a party, and which fall within the specified threshold limits.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at: https://www.mafatlals.com/investors/

The details of all related party transactions undertaken during the financial year 2024 25 are disclosed in the

Notes to the Financial Statements and also provided in the prescribed format in Form AOC-2, annexed to this Report as Annexure A.

MANAGEMENT DISCUSSION and material orders AND ANALYSIS REPORT, CORPORATE GOVERNANCE REPORT

As required under Schedule V (B) and (C) of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report as well as the Corporate Governance Report are attached herewith and marked as Annexure I and II respectively and the same forms the part of this Directors Report.

OTHER STATUTORY DISCLOSURES (a) Number of Board Meetings

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms a part of this Report.

(b) Committees of Board

Details of the various committees constituted by the Board of Directors, as per the provisions of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, are provided in the Corporate Governance Report which form a part of this Report.

(c) Vigil Mechanism/Whistle Blower Policy

The Company believes in conducting the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour. In line with this, the Company has adopted a Whistle Blower Policy and established an appropriate vigil mechanism to enable employees and Directors to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct, without fear of retaliation.

The mechanism provides for direct access to the Chairman of the Audit Committee and it is confirmed that no person has been denied such access during the financial year.

The Whistle Blower Policy is available on the Companys website at: www.mafatlals.com/ investors/ .

(d) Significant and Material Orders Passed by the

Regulators or Courts

There are no significant passed by the Regulators or Courts or Tribunals, which would impact the going concern status and the Companys operations.

(e) Annual Return

The Annual Return of the Company as on March 31, 2025, is available on the website of the Company at www.mafatlals.com/investors/.

(f) Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has put in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with other applicable provisions. Internal Complaints Committees are constituted and regularly redress complaints, if any. During the financial year under review, no complaints were received with regard to sexual harassment from any employee of the Company and necessary disclosure for the same has been given to the concerned Government departments for respective locations.

(g) Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils. In line with the requirements of Regulation 25(10) of the SEBI (LODR) Regulations 2015, the Company has in place a directors and officers liability insurance policy.

(h) Secretarial Standards

The Company has established appropriate systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board affirms that these systems are adequate and are operating effectively to ensure consistent adherence to the prescribed standards.

All applicable Secretarial Standards (SS) have been complied with by the Company during the financial year.

(i) Risk Evaluation and Management

Business Risk Evaluation and Management is an ongoing process embedded within the Companys operations. The Company has established a comprehensive risk management framework designed to identify, assess, monitor, and mitigate risks, while also recognizing and leveraging potential business opportunities.

In accordance with Regulation 21(5) of the SEBI (LODR) Regulations, 2015, the constitution of a Risk Management Committee is mandatory for the top 1,000 listed entities based on market capitalization as at the end of the immediate previous financial year. As the Company does not fall within this threshold, the said provision is not applicable to the Company.

(j) Policies

During the financial year under review, the Board of Directors of the Company reviewed all changes and adopted applicable policies to comply with the recent amendments in the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

Accordingly, the updated policies are available on the Companys website at https://www.mafatlals. com/investors/.

(k) Cyber Security

The Company has established cyber security and crisis management policies to prevent cyber threats and manage incidents pertaining to cybersecurity and data privacy effectively. It also tracks emerging practices and technologies to enhance the security of IT systems and infrastructure on a continuous basis.

(l) No proceedings are made or pending under the

Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

(m) No shares with differential voting rights and sweat equity shares have been issued. All equity shares issued by the Company carry equal voting rights.

(n) There has been no change in the nature of business of the Company.

(o) As there was no buyback of shares during the year, the Company has nothing to disclose with respect to buyback of shares.

AUDITORS

I. Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, M/s. Price Waterhouse Chartered Accountants

LLP (Firm registration No.012754N/N500016) were re-appointed as statutory auditors of the Company for a period of five years by the members of the Company at the 108^th Annual General Meeting (AGM). Their appointment is effective from the conclusion of the 108^th AGM till the conclusion of the 113^th AGM, which will be held in 2027.

The Company received written consent and a certificate of eligibility in accordance with

Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, from M/s. Price Waterhouse Chartered

Accountants LLP. They confirmed to hold a valid certificate issued by the Peer Review Board of the

Institute of Chartered Accountants of India (ICAI) as required under the SEBI (LODR) Regulations, 2015. M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm registration No.012754N/N500016) issued Auditors Report for the financial year ended on March 31, 2025 and there were no qualifications in Auditors Report. ll. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the Company appointed Mr. Umesh Ved, M/s. Umesh Ved & Associates, Practising Company Secretaries, Ahmedabad (FCS No.:

4411, COP No.: 2924 Peer Review No.: 766/2020) to conduct the Secretarial Audit for 2024-25. The Secretarial Audit Report is annexed to this Report as Annexure – III and forms an integral part of the

Boards Report. The Report does not contain any qualifications, reservations, or adverse remarks.

In accordance with Regulation 24A of the SEBI (LODR) Regulations, 2015, as amended in 2024, listed entities are required to appoint a peer-reviewed Secretarial Auditor for a term of five consecutive years. Such appointment shall be based on the recommendation of the Audit Committee and approval of the Board of Directors and shall be subject to the approval of members at the Annual General Meeting.

In compliance with the above requirements, the Board of Directors of the Company, at its meeting held on May 13, 2025, upon the recommendation of the Audit Committee, approved the appointment of Mr. Umesh Ved, M/s. Umesh Ved & Associates, Practicing Company Secretary Ahmedabad, as the Secretarial Auditor of the Company for a first term of five commencing from FY 2025-26 to FY 2029-30, subject to the approval of the members at the ensuing 111^th Annual General Meeting of the Company.

The Company has received a certificate from Mr. Umesh Ved confirming his eligibility and consent to act as the Secretarial Auditor, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

III. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the relevant rules made thereunder, the maintenance of cost records is applicable to the Companys ‘Textiles products. Accordingly, the Company has duly maintained the requisite cost accounts and records as prescribed.

The cost audit for the was completed in a timely manner, and the Cost Audit Report, along with the requisite data in the with the prescribed Form CRA-4, was duly filed

Ministry of Corporate Affairs (MCA) within the stipulated timeline.

For the financial year 2024-25, the cost audit of the Companys ‘Textiles segment is being carried out by M/s. B. Desai & Co. (Firm Registration No. 005431), Cost Auditors, in accordance with applicable provisions. The Cost Audit Report for the financial year 2024-25 will be submitted to the

MCA on or before the due date, after it is reviewed and approved by the Board of Directors.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 13, 2025, has re-appointed M/s. B. Desai & Co. as the Cost Auditors of the Company for the financial year 2025-26, for auditing the cost records relating to the ‘Textiles products.

The Audit Committee has received a certificate from the Cost Auditors confirming their independence and eligibility to act as Cost Auditors under applicable laws.

The Board of Directors has approved a consecutive remuneration offinancialyears 4,75,000/- (Rupees Four Lakhs Seventy-Five Thousand only) plus applicable taxes, and reimbursement of out-of-pocket expenses actually incurred for the purpose of the audit for the financial year 2025-26.

As required under the provisions of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors is being placed before the Members for ratification at the 111 ^th Annual General Meeting of the Company.

IV. Internal Auditor

M/s. Aneja Assurance Pvt. Ltd., a reputed internal audit firm of Mumbai, conducted the Internal Audit of the Company for the financial year 2024-25. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 13, 2025, appointed M/s. Aneja Assurance Pvt. Ltd. as the Internal Auditors of the Company for the financial year 2025-26. year 2023-24

The Audit Committee, in consultation with the Internal Auditors, determines the scope, functioning, periodicity, and methodology for conducting the internal audit to ensure effective evaluation and monitoring of internal controls and processes across the organization.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is enclosed as Annexure - B and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is enclosed as Annexure - C and forms a part of the Report.

APPRECIATION

The Board of Directors places on record its sincere appreciation for the dedicated efforts and commitment of the Companys workers, staff and officers, whose continued contribution has been instrumental in the Companys performance.

The Directors also extend their gratitude to the Companys customers, business associates, bankers, government departments, regulatory authorities, service providers, suppliers and shareholders for their steadfast support and cooperation during the year.

For and on behalf of the Board of Directors,

Mafatlal Industries Limited,

 

Hrishikesh A. Mafatlal

Chairman

(DIN: 00009872)

Place: Mumbai

Date: May 13, 2025