Mahalaxmi Rubtech Ltd Directors Report

To,

The Members

MAHALAXMI RUBTECH LIMITED

Your Directors have pleasure in presenting herewith the Boards Report along with the Audited Statement of Accounts, for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY:-

The financial performance, for the year under review, along with the previous years figures are given hereunder:-

( in Lakhs)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Income from Operations & other Income	9481.60	7856.74
Profit before Depreciation	2567.39	1844.52
Less:- Depreciation	374.64	364.40
Profit before Tax	2192.75	1480.12
Less:- Provision for Tax	563.09	404.81
Less:- Provision for Deferred Tax	(48.04)	(28.14)
Profit after Tax	1677.70	1103.45

2. STATE OF THE COMPANYS AFFAIRS:-

The Company has witnessed rise in the total Income from Operations, during the F.Y. ended on 31^st March, 2025.

During the year under review, your Company has reported Income from Operations & other Income 9481.60 Lakhs as against 7856.74 Lakhs in the previous year, Profit before Tax 2192.75 Lakhs as against 1480.12 Lakhs in the previous year, Net Profit after Tax 1677.70 Lakhs as against 1103.45 Lakhs in the previous year.

3. DIVIDEND AND RESERVE:-

The Board of Directors have not recommended any Dividend for the F.Y. 2024-25. The Board does not propose any amount to carry to Reserves for the F.Y. 2024-25 and Profit earned during the F.Y. 2024-25 is proposed to be retained in the retained earnings for the F.Y. ended on 31^st March, 2025.

4. DEPOSIT:-

The Company has not invited/accepted any Deposit from the Public within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 & Rules framed there under and the Directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of Deposit covered under Chapter V of the Companies Act, 2013 and details of Deposit which are not in compliance with the requirement of Chapter V of the Companies Act, 2013, is not applicable.

The details of loan received from the Directors of the Company not considered as Deposit under the Companies (Acceptance of Deposit) Rules, 2014, are disclosed in the Note No. 14 of the Audited Financial Statements of the Company.

5. SHARE CAPITAL:-

During the year under review, the Company has not issued any Shares with differential rights as to Dividend, Voting or Otherwise nor has granted any Stock Options or Sweat Equity. As on 31^st March, 2025, none of the Directors of the Company hold Instruments convertible into the Equity Shares of the Company.

The Paid-up Equity Share Capital of the Company as on 31^st March, 2025 stood at 10,62,02,750, consisting of 1,06,20,275 number of Equity Shares of 10/- each.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

There is no material change in the Nature of business during the year.

7. MANAGEMENT DISCUSSION AND ANALYSIS:-

Your Company is engaged in the manufacturing and marketing of products of Technical Textiles & Rubber. A detailed analysis on the performance of the industry, Company, internal control systems, risk and concerns are specified in the Management Discussion and Analysis Report, forming part of this Annual Report, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015.

8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-

Your Company has complied with the Corporate Governance requirements as specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance under the SEBI (LODR) Regulations, 2015, along with the Certificate from the Companys Auditor confirming compliance thereof is annexed and forming part of this Annual Report.

9. MEETINGS OF THE BOARD:-

During the year under review, total 13 (Thirteen) Meetings of the Board of Directors were conveyed and held. Details of the composition of the Board, Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the Board Meetings were within the period, prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

10. DIRECTORS:-

I. Changes in Directors and Key Managerial Personnel:-

a. Appointment of Directors:-

During the year under review, there is no appointment in the Company.

b. Cessation of Directors:

During the year under review, no Director has been ceased to be the Director of the Company.

c. Retirement by rotation:-

In accordance with the provisions of Section 152 of the Companies Act, 2013, at the forthcoming AGM, Shri Jeetmal Bhoorchand Parekh (DIN:- 00512415), will retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The Notice convening the AGM includes the proposal for his re-appointment as a Director. A brief profile of Shri Jeetmal Bhoorchand Parekh has also been provided therein.

d. Key Managerial Personnel:-

The following Persons are the Key Managerial Personnel ("KMP") as on 31^st March, 2025:-

i. Shri Rahul J. Parekh, Managing Director

ii. Shri Anand J. Parekh, Jt. Managing Director

iii. Shri Rajendra R. Mehta, Chief Financial Officer

iv. Smt Shital Trivedi with effect from - (Resign w.e.f 28-12-2024)

v. Smt. Kalpana Kumari, Company Secretary (Appointment with effect from 01.01.2025)

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

II. Declaration by an Independent Director(s):-

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management.

III. Governance Guidelines:-

The Company has adopted the Governance Guidelines on the Board effectiveness. The Governance Guidelines cover aspects related to the composition and role of the Board, Chairman & Directors, Board diversity, definition of independence, Directors terms, retirement age and the Board Committees. It also covers aspects relating to nomination, appointment, induction and development of the Directors, Directors remuneration, Subsidiary oversight, Code of Conduct, Board effectiveness, reviews and mandates of the Board Committees.

IV. Procedure for nomination and appointment of Directors:-

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the resumes of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

V. Criteria for determining qualifications, positive attributes and independence of a Director:-

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, in terms of provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D - Para A of the SEBI (LODR) Regulations, 2015.

a. Independence:-

In accordance with the above criteria, a Director will be considered as an Independent Director if he/she meets with the criteria for Independent Director, as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

b. Qualifications:-

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

c. Positive attributes:-

In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal & communication skills and soundness of judgment. Independent Directors are also expected to abide by the "Code for Independent Directors", as outlined in Schedule IV of the Companies Act, 2013.

VI. Board evaluation:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of this Annual Report.

VII. Meeting of the Independent Directors:-

During the year under review, a separate Meeting of the Independent Directors was held. In the said Meeting, the Independent Directors assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

VIII. Remuneration Policy:-

The Board have, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection and appointment of the Directors, Senior Management, Key Managerial Personnel and their remuneration, pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The philosophy for remuneration of the Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Nomination and Remuneration Committee has recommended to the Board a Policy aligned to this philosophy and the same may be accessed on the Companys website at the link:- https://mrtelobal.com/wp-content/uploads/2023/09/ Remuneration-Policy.pdf .

The Nomination and Remuneration Committee has considered following factors while formulating the Policy:-

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to the Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that remuneration paid to the Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

IX. Committees of the Board:-

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013 & Rules framed thereunder and the SEBI (LODR), Regulations, 2015. The Committees of the Board are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Share Transfer Committee and Risk Management Committee.

The Board has accepted all recommendations of the above Committees. The details about Composition of Committees, Meetings and attendance are incorporated in the Corporate Governance Report, forming part of this Annual Report.

11. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, state that:-

I. In the preparation of the annual accounts, for the F.Y. ended on 31^st March, 2025, the applicable accounting standards had been followed and there are no material departures from the same;

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the F.Y. ended on 31^st March, 2025 and of the profit of the Company for the F.Y. ended on 31^st March, 2025;

III. The Directors had 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;

IV. The Directors had prepared annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the Financial Statement were adequate and effective during the F.Y. 2024-25.

Details of internal controls system are given in the Management Discussion and Analysis Report, forming part of this Annual Report.

13. RISK MANAGEMENT:-

Although not mandatory, as a measure of the good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Companys performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Companys overall risk exposure and reviews the Risk Management Policy and structure.

This robust risk management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Companys competitive advantage.

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to address business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Risk Management Committee.

The Company has adopted a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013.

14. AUDITORS:-

I. Statutory Auditors:-

M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W), Practicing Chartered Accountants, have been appointed as a Statutory Auditors of the Company, in the Board Meeting held on 31^st May, 2021, for a period of 5 (Five) years commencing from the conclusion of the 30^th AGM till the conclusion of 35^th AGM.

The Statutory Auditors Report of M/s. Jain Chowdhary & Co., for the F.Y. ended on 31^st March, 2025, does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

II. Cost Auditors:-

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts & records are made and maintained by the Company.

The Cost Auditors Report of M/s. Dalwadi & Associates, for the F.Y. ended on 31^st March, 2025, does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has received a letter from the Cost Auditors M/s. Dalwadi & Associates, for eligibility, under Section 141 of the Companies Act, 2013 and its independence from the Company. The Board, on recommendation of the Audit Committee, in its Meeting held on 28^th May, 2025, have appointed M/s. Dalwadi & Associates, as the Cost Auditors of the Company, to conduct the audit of cost accounting records for the F.Y. 2025-26. The Members are requested to ratify the remuneration to be paid to the Cost Auditors of the Company.

III. Secretarial Auditors:-

Your Company has appointed a Secretarial Auditor of the Company, for the five consecutive financial years from F.Y. 2025-26 to FY 2029-2030.

Shri Malay Desai (ACS:- 48838 and CP No.:- 26051), Proprietor of M/s. Malay Desai & Associates, Practicing Company Secretary, has been appointed as a Secretarial Auditor of the Company, in the Board Meeting held on 28^th May, 2025.

The Secretarial Auditor Report of Mr. Malay Desai, for the F.Y. ended on 31^st March, 2025, does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit Report for the F.Y. ended on 31^st March, 2025, is annexed herewith as an Annexure - I, forming part of this Annual Report.

IV. Internal Auditors:-

M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W), Practicing Chartered Accountants, have been appointed as an Internal Auditor of the Company, in the Board Meeting held on 28^th May, 2025, for the F.Y. 2025-26.

The Audit Committee, in consultation with the Internal Auditor, has formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

15. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-

Your Board of Directors hereby confirm that the Company does not have any Subsidiary / Associate/ Joint Venture Company. Accordingly, the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31^st March, 2025.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

The details required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, is annexed herewith as an Annexure - II, forming part of this Annual Report.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has adopted the Vigil Mechanism/Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about illegal or unethical practices, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of persons who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate and exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Companys website at the link:- https://mrtglobal.com/disclosures- under-regulation-46-of-the- lodr/ . The Audit Committee of your Company oversees the Vigil Mechanism.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Corporate Social Responsibility (CSR) is a Companys sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in utmost transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives. This Policy has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and Rules framed thereunder to undertake the CSR activities.

The Board has constituted a Corporate Social Responsibility Committee headed by Shri Rahul J. Parekh as a Chairman and Shri Anand J. Parekh & Smt. Sangita S. Shingi as Members of the Committee.

The responsibilities of the CSR Committee include:-

I. Formulating and recommending to the Board, the CSR Policy and indicating activities to be undertaken by the Company.

II. Recommending the amount of expenditure to be incurred on the CSR activities.

III. Monitoring the CSR Policy of the Company, from time to time.

The Report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as an Annexure - III, forming part of this Annual Report. The CSR Policy may be accessed on the Companys website at the link:- https://mrtelobal.com/wp-content/uploads/2022/05/Policv-On-Corporate-Social-Responsibilitv.pdf .

19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:-

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The Policy aims to provide protection to women at the workplace, prevent & redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment of women and recommend appropriate action.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20. SECRETARIAL STANDARDS OF ICSI:-

The Company is in compliance with the Secretarial Standards on the Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

21. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:-

Details of loans, investments, guarantees and securities covered under provisions of Section 186 of the Companies Act, 2013 are provided in the Financial Statement, forming part of this Annual Report.

22. CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH THE RELATED PARTIES:-

All contracts/arrangements/transactions, entered into by the Company, during the year under review, with the Related Parties were in the ordinary course of business and on an arms length basis. During the year under review, the Company has entered into contract/ arrangement/transactions with the Related Parties, in accordance with the Policy on the Related Party Transactions. All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the contracts/arrangements/transactions which are repetitive in nature. A statement of all the Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The Policy on the Related Party Transactions may be accessed on the Companys website at the link:- https://mrtglobal. com/disclosures-under-regulation-46-of-the-lodr/ .

Your Directors draw attention of the Members to the Financial Statement which sets out Related Party Transactions disclosures. Details of contracts/arrangements/transactions with the Related Parties have been reported in Form AOC-2 is annexed herewith as an Annexure - IV, forming part of this Annual Report.

23. DETAILS OF MATERIAL CHANGES AND COMMITMENT FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:-

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred between the end of the F.Y. of the Company as on 31^st March, 2025 and the date of the Report i.e. 28^th May, 2025.

24. PARTICULERS OF EMPLOYEES:-

Disclosures with respect to the remuneration of the Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as an Annexure - V, forming part of this Annual Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Boards Report and Financial Statements are being sent to the Members after excluding the disclosure on particulars of the employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining such information may address their e-mail to:- cs@mahalaxmigroup.net .

25. ANNUAL RETURN:-

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for F.Y. 2024-25 has been disclosed on the Companys website and the same may be accessed on the Companys website at the link:- https://mrtglobal.com/disclosures-under- regulation-46-of-the-lodr/ .

26. LISTING:-

The Securities of your Company are listed with two Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the Annual Listing fees of the BSE and NSE, for the F.Y. 2025-26, have been paid within due date. The annual custodian fees to NSDL & CDSL have been paid for the Securities of the Company held in dematerialized mode with them, for F.Y. 2025-26.

27. COMPULSORY TRADING IN DEMAT:-

The SEBI vide its Master Circular dated 07^th May, 2024, has mandated Listed Companies to issue securities in demat form only while processing any service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of Securities Certificate; Endorsement; Sub-Division/Splitting of Securities Certificate; Consolidation of Securities Certificates/ Folios; Transmission and Transposition.

In view of the same and to eliminate all risks associated with physical Shares and to avail various benefits of dematerialisation, the Members are advised to dematerialise the Shares held by them in physical form.

28. INSURANCE:-

All the assets of the Company including the inventories, buildings and plant & machineries are adequately insured.

29. ENVIRONMENT:-

As a responsible corporate citizen and as a Technical Textiles Unit, environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliance of stipulated pollution control norms.

30. ENHANCING SHAREHOLDERS VALUE:-

Your Company believes that its Members are among its most important Stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating & building for growth, enhancing the productive asset & resource base and nurturing overall corporate reputation. Your Company is also committed for creating value for its other Stakeholders by ensuring that its corporate actions positively impact the socio economic and environmental dimensions and contribute to sustainable growth and development.

31. DEPOSITORY SYSTEM:-

As the Members are aware, the Companys Equity Shares are tradable in electronic form. As on 31^st March, 2025, out of the Companys total Equity Paid-up Share Capital comprising of 1,06,20,275 number of Equity Shares, only 45,500 number of Equity Shares were in physical form and the remaining Shares were in electronic form. In view of the numerous advantages offered by the Depository System, the Members holding Shares in physical form are advised to avail themselves of the facility of dematerialization.

32. GENERAL:-

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:-

I. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

II. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

III. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Bank or Financial Institution.

IV. Giving of loan to person in employment of the Company with a view to enabling him/her to purchase or subscriber for fully Paid- up Equity Shares in the Company.

V. Revision of Financial Statement and Boards Report.

VI. Pledge of Equity Shares of the Directors of the Company with any Bank or Financial Institution.

33. APPRECIATION:-

Your Directors thanks various Central and State Government Departments, Organizations and Agencies, for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all the Stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other Business Partners, for the excellent support received from them during the year under review and look forward to their continued support in future. The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

Annexure - I Form No. MR - 3

Secretarial Audit Report

For the Financial year ended on 31^st March 2025 [Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members of MAHALAXMI RUBTECH LIMITED

Mahalaxmi House, YSL Avenue,

Opp. Ketav Petrol Pump,

Polytechnic Road, Ambawadi,

Ahmedabad, 380015

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mahalaxmi Rubtech Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of Mahalaxmi Rubtech Limiteds books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Mahalaxmi Rubtech Limited having its Registered Office at Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad, 380015 for the financial year ended on 31^st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during Audit Period.)

(d) The Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021. (Not Applicable to the Company during Audit Period.)

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during Audit Period.)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - (Not Applicable to the Company during Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - (Not Applicable to the Company during Audit Period);

(vi) No specific acts were applicable to the Company.

We have also examined compliance with following applicable clauses:

i) Secretarial Standards with respect to Meetings of Board of Directors and Committees (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and made effective 1^st July, 2015) and revised (SS-1) & (SS-2) were effective from 1^st October, 2017.

ii) The Listing Agreement entered into by the Company with BSE Limited and the National Stock Exchange of India Limited, as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, guidelines, Standards etc. mentioned above.

We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test basis, the Company has complied with all the Laws applicable specifically to the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors, as the case may be. The changes in the composition of the Board of Directors that took place, during the period under review, were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, Agenda and detailed Notes on Agenda were sent at least seven days in advance for Meetings other than those held at shorter notice and a system exists for seeking and obtaining further information and clarifications on the agenda items before the Meeting and for meaningful participation at the Meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors and Committee, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company has no specific events / actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Note: This Report is to be read with Our Letter of even date which is annexed as Annexure "A" and forms an integral part of this report.

Annexure A to Secretarial Audit Report

To

The Members of MAHALAXMI RUBTECH LIMITED Mahalaxmi House, YSL Avenue,

Opp. Ketav Petrol Pump,

Polytechnic Road, Ambawadi,

Ahmedabad, 380015

Our Report of even date is to be read along with this Letter;

1. Maintenance of Secretarial Record is the responsibility of the management of the company. Our responsibility is to express an opinion on Secretarial Records based on our Audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of the procedures on test basis.

The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company.

Annexure - II

Details on Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and outgo

(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014)

1. Conservation of energy:-

I. The steps taken or impact on conservation of energy:-

The Company has adopted the system of shutting down the electrical machinery and appliances when not in use to avoid unnecessary waste of energy. New investments in machines are being considered with an idea to have reduction of consumption of energy. The Company also has undertaken various initiatives towards green energy thereby contributing towards clean environment. Continuous efforts and initiatives are being planned in the coming years in this direction. The impacts of such measures are not precisely ascertainable.

II. The steps taken by the Company for utilising alternate sources of energy:-

The Company has taken initiatives to generate energy through renewable sources like solar power.

III. The capital investment on energy conservation equipments:- Not Applicable.

2. Technology absorption:-

I. The efforts made towards technology absorption:-

The Company is putting its best efforts towards technology absorption in its own laboratory, to improve the quality of products and to test and try the latest technological innovations.

II. The benefits derived like product improvement, cost reduction, product development or import substitution:-

The efforts towards technology absorption have resulted into improvement in quality of the products, increased efficiency of the machineries, keep costs of production under control and reduced wastages.

III. In case of imported technology (Imported during the last three years reckoned from the beginning of the Financial Year):-

a. The details of technology imported:- Not Applicable

b. The year of import:- Not Applicable

c. Whether the technology been fully absorbed:- Not Applicable

d. If not fully absorbed, areas where absorption has not taken place and the reasons thereof:- Not Applicable

IV. The expenditure incurred on Research and Development:-

Not Applicable

3. Foreign exchange earnings and outgo:-

( in Lakhs)

Particulars	F.Y. 2024-25
Foreign exchange earnings	3696.46
Foreign exchange outgo	243.33

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

(Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. A brief outline on the CSR Policy of the Company:-

The Company recognizes that as a responsible corporate entity, its functions and operations have an impact on the society and on the environment. In addition to ensuring that operations are conducted efficiently and in a manner that meets governmental environmental standards, Our CSR Policy focuses on development of the communities around the vicinity of our plants and other offices.

Your Companys focus areas for the Financial Year 2024-25, under the CSR are as under:-

I. The areas for the CSR activities are promoting education, healthcare including preventive healthcare, providing safe drinking water, sanitation facility, old age home maintenance, environmental sustainability and promotion & development of traditional arts & handicrafts.

II. Other areas approved by the CSR Committee are within the ambit of the CSR Rules, as amended from time-to-time.

The Companys CSR work is anchored around supporting communities in and around its units in health, education, women empowerment and skilling.

2. Composition of CSR Committee:-

The CSR committee of the Board is responsible for overseeing the execution of the Companys CSR Policy. The composition of the CSR Committee as on 31^st March, 2025 is as follows:-

Sr. No. Name of the Director	Designation/ Nature of Directorship	No. of Meetings of CSR Committee heldduring the year	No. of Meetings of CSR Committee attended during the year
(a) Shri Rahul J. Parekh	Chairman	4	4
(b) Shri Anand J. Parekh	Member	4	3
(c) Smt. Sangita S. Shingi	Member	4	4

3. Web-link where composition of the CSR committee, the CSR Policy and the CSR Projects approved by the Board are disclosed on the website of the Company:-

(a) For composition of the CSR Committee:- https://mrtelobal.com/wp-content/uploads/2022/09/Composition-of-Committees-of- Board-of-Directors-1.pdf .

(b) For the CSR Policy and CSR Projects approved by the Board:- https://mrtglobal.com/wp-content/uploads/2022/05/Policy-On- Corporate-Social-Responsibility.pdf .

4. Executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of Sub-Rule (3) of Rule 8, if applicable:-

Not Applicable

5. (a) Average Net Profit of the Company as per Section 135(5):-

( in Lakhs)

Financial Year	2023-24	2022-23	2021-22
Net Profit	1480.12	731.32	719.16
Average Net Profit for last three Financial Years	976.87

(b) Two percent of Average Net Profit of the Company as per Section 135(5):- 19.54 Lakhs

(c) Surplus arising out of the CSR Projects or Programmes or activities of the previous Financial Years:- Nil

(d) Amount required to be set off for the Financial Year, if any:- Nil

(e) Total CSR obligation for the Financial Year [(b)+(c)-(d)]:- 19.54 Lakhs

6. (a) Amount spent on CSR Projects (Both Ongoing Project and other than Ongoing Project):- 19.75 Lakhs

(b) Amount spent in administrative overheads:- Nil

(c) Amount spent on Impact Assessment, if applicable:- Not Applicable

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]:- 19.75 Lakhs

(e) CSR amount spent or unspent for the Financial Year:-

Total Amount Spent for the Financial Year	Amount Unspent
	Total Amount transferred to Unspent CSR Account as per Section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
	Amount	Date of transfer Name of the Fund	Amount	Date of transfer
19.75 Lakh	Not Applicable

(f) Excess amount for set off, if any:-

Sr. No. Particulars	Amount
(i) Two percent of Average Net Profit of the Company as per Section 135(5)	19.54
(ii) Total amount spent for the Financial Year	19.75
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	0.21
(iv) Surplus arising out of the CSR Projects or Programmes or activities of the previous Financial Years, if any	Nil
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]	0.21

7. Details of Unspent CSR amount for the preceding three Financial Years:-

Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under Section 135(6)	Balance amount in Unspent CSR Account under Section 135(6)	Amount spent in the Financial Year	Amount transferred to any fund specified under Schedule VII as per Section 135(6), if any	Amount remaining to be spent in succeeding Financial Years	Deficiency, if any
				Amount Date of transfer
F.Y. 1	Not Applicable
F.Y. 2
F.Y. 3

8. Whether any Capital Assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:-

o Yes ? No

If Yes, enter the number of Capital assets created/acquired:- Nil

Furnish the details relating to such Asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:-

Sr. No.	Short particulars of the Property or Asset(s) [including complete address and location of the property]	Pin code of the Property or Asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
					CSR Registration Number, if applicable	Name	Registered address
Not Applicable

9. Specify the reason(s), if the Company has failed to spend 2% of the average Net Profit as per Section 135(5):

Not Applicable

Annexure - IV

Form No. AOC-2

Disclosure of particulars of contracts/arrangements/transactions entered into by the Company with the Related Parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under Fourth Proviso thereto

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts/arrangements/transactions not at arms length basis:-

I. Name(s) of the Related Party and nature of relationship:- Not Applicable

II. Nature of contracts/arrangements/transactions:- Not Applicable

III. Duration of the contracts/arrangements/transactions:- Not Applicable

IV. Salient terms of the contracts/arrangements/transactions including the value, if any:- Not Applicable

V. Justification for entering into such contracts/arrangements/transactions:- Not Applicable

VI. Date(s) of approval by the Board:- Not Applicable

VII. Amount paid as advances, if any:- Not Applicable

VIII. Date on which the special Resolution was passed in general meeting as required under first proviso to section 188:- The resolution has been passed in AGM 30.09.2024 for the five financial year ended in 2029

2. Details of contracts/arrangements/transactions at arms length basis:- ( in Lakhs)

Maximum value of contracts/arrangements/transactions for the Financial Year 2024-25
(contracts/arrangements/transactions carried out in ordinary course of business)
Nature of contracts/arrangements/transactions	Name of the Related Parties and nature of	Value of the contracts/
with the Related Parties	relationship	arrangements/ transactions with each of the Related Party
To sale goods and articles and/or	Globale Tessile Private Limited (Associate)	0.12
To get job work done for party and/or	M/s. Shah Jeetmal Champalal (Associate)	NIL
	Mahalaxmi Fabric Mills Limited (Associate)	NIL
To purchase goods and articles and/or	Mahalaxmi Exports Private Limited	1.20
To get job work done from party and/or	(Associate)
To avail services from party and /or	Skyco Ventures (Associate)	369.30
To provide services to party and /or To appoint to any office or place of profit (Including sell, purchase or otherwise dispose/ acquire property if any kind and/or Letting/Leasing of property of any kind)	Mahalaxmi Calchem Private Limited (Associate)	0.05
	Anand Chem Private Limited (Associate)	5.78
	Yashovardhan R. Parekh (Relative of Key Managerial Personnel)	16.06

DIRECTORS/KMPS/Relatives of Directors and KMPS/Other Firms and Companies in Which all or any of the following namely Shri Rahul J. Parekh, Shri Anand J. Parekh, Shri Jeetmal B. Parekh, Shri Rajendra R. Mehta and Smt. Kalpana Kumari are interested as per the provisions of Section 2(76) of the Companies Act, 2013.

I. Name of the Related Party and nature of relationship:- As provided in the table above.

II. Nature of the contracts/arrangements/transactions:- As provided in the table above.

III. Duration of the contracts/arrangements/transactions: 2024-25

IV. Salient terms of the contracts/arrangements/transactions including the value, if any:- As provided in the table above.

V. Date of approval at the Board Meeting held on:- 13.08.2024.

VI. Amount paid as advance, if any:- Nil

VII. Justification for the Related Party Transactions held during the F.Y. 2024-25: The transactions took place with the all the Related Parties are in ordinary course of business and on arms length basis. The Board has approved the same as disclosed above and omnibus approval of the Audit Committee also has been taken. Further, there is no adverse effect on interest of any Member, Financial Institution, Creditors or Society at large because of these transactions.

Annexure - V

Details under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024-25 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the Financial Year 2024-25:-

Name of Directors	Designation	Ratio of remuneration of the Directors to the median remuneration of the employees	% increase in remuneration
Shri Rahul J. Parekh	Managing Director	9.68:1	Nil
Shri Anand J. Parekh	Jt. Managing Director	Not Applicable	Not Applicable
Shri Jeetmal B. Parekh	Non-Executive Director	Not Applicable	Not Applicable
Smt. Sangita S. Shingi	Independent Director	Not Applicable	Not Applicable
Shri Balveermal K. Singhvi	Independent Director	Not Applicable	Not Applicable
Shri Nehal M. Shah	Independent Director	Not Applicable	Not Applicable

The percentage increase in remuneration of the current Chief Financial Officer and Company Secretary is Nil.

B. The percentage increase in the median remuneration of employees in the Financial Year 2024-25:- Nil

C. There were 281 permanent employees on the rolls of Company as on 31^st March, 2025.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year was Nil and percentile increase in the managerial remuneration was Nil.

E. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.