Mahalaxmi Seamless Ltd Directors Report

I he Members,

Mdhalaxmi Seamless Limited

Your Directors have pleasure in presenting their Thirty-Fifth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,

2026.

4. Dividend:

5. Transfer to reserves:

Consistent with the Companys financial management objectives, no transfers were made to the reserve account for the financial year under review.

6. Brief description of the companys working during the year/state of the companys aff airs:

However, it has leased its entire plant to Jindal Saw Ltd since the year 2017 and it is getting regular lease rental from Jindal Saw Ltd.

Your company is also a diversified technology solutions provider, offering a range of serv ices and products to support our clients business needs. The core expertise lies in developing software that automates business processes, as well as creating innovative software products.

8. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of tho company to which the financial statements relate and the date of the report:

No Significant and Material Orders have been passed by the regulators or courts or tribunals impacting the going concern status and the companys operations in tile future during the Year under Review,

10. Details nf subsidiarv/ioint ventures/associate companies and financial performance thereof:

The Company has no subsidiary or associate company.

No company has become or has ceased to become a subsidiary/associate company during the year under review.

13. Deposits:

Pursuant to Section 73 of the Companies Act, 2013 read with Rule 2 of the Companies (Acceptance of Deposit) Rules, 2014 the Company has not accepted any deposits during the year.

12. Auditors:

Cost audit is not applicable to the company for the financial year ended 2025-26.

15. Auditors Report-

16. Issued Employee Stock Options / ESOP:

The Company has not issued employee stock options and does not have any scheme to fund its employees to purchase the shares of the Company.

17. Issue of Sweat Equity:

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

18. Issue of shares with differential voting rights:

The Company has not issued any shares with differentia] rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4{4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

19. Disclosure under Section 67(3) of the Companies Act, 2013:

28th May, 2025,13th August, 2025,13th November, 2025, and 13lh February, 2026.

iii. Number of meetings of Nomination and Remuneration Committee:

During the financial year under review, 1 (One) meeting were held on the following dale and all the members and chairman of the committee were present in the meeting:

13"1 August, 2025.

iv. Number of meetings of Stakeholder Relationship Committee:

During the financial year under review, 1 (One) meeting was held on the following date and all the members and chairman of the committee were present in all the meeting:

13h August, 2025.

25. Nomination and Remuneration Committee:

Nomination and Ivoimmomlion C omnnlUv ol tlio C omp.mv as t nmtituleil hv lh<- is

lu-adrd bv Mi. 1 l,inj*ov,in K.inmath.in, Mi c luiKlr.isItekar U.tjar.ini Kulk.irni and Mr Adilya Moil.i .is Members

I ho \oniin.ition and Remuneration Committee has considered Iho following tai lors while lonnuIaLing Iho Policy:

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to 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 tine Company and its goals.

The Company has adopted a Nomination and Remuneration Policy 26. Stakeholder Relationship Committee:

The Board has constituted a Stakeholders Relationship Committee in accordance with the Provisions of the Companies Act, 2013.

Stakeholder and Relationship Committee of the Company as constituted by the Board is headed by Mr. Elangovan Ramnathan with Mr. Vivek Jalan, Mr. Chandrashekar Rajaram Kulkami and Mr. Aditya Moda as Members.

27. Details of establishment of vigil mechanism for directors and employees:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directorsand employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

28. Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and

completeness of die accounting records and the timely preparation of reliable finamial disclosures.

Corporate Social Responsibility;

As a socially responsible Company, your Company has a strong sense of community responsibility.

However, the Company does not fall within die criteria as laid down by the Act.

Policy on prevention, prohibition and redressal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment 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 thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommended appropriate action.

Ihi IVirtictil.iTS ot Con trai ls or arrongemmlx w ilh related Parlies is provided in Annexure II (AOC-2)

TV Risk M.in.igemonl:

^onr Companv lias adopted a Risk Management Policy/ Plan in anordanie with the provisions ot the Companies Act, 2013 anil the I isling Regulations, It establish! ?s various levels ot accountability and overview within the Company while vesting identifies! managers with responsibility for each significant risk.

IT10 Company has laid down procedures to inform the Audit Committee as well as the Board of Directors.about risk assessment and management procedures and status.

Hi is risk management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and liighlighls risks associated with chosen strategies.

34. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year.

All Related Party Transactions are placed before the Audit Committee for approval.

The Company has adopted a Related Party Transactions Policy.

35. 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 Act and the Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an Independent Director if he/ she meet with the criteria for Independent Director as laid down in the Companies Act, 2013 and the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of • thought, experience, knowledge, perspective, 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.

Positive Attributes; In addition to the duties as proscribed under the Companies Art, 2013 the Directors on the hoard of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal skills and soundness of judgment. Independent I >uV< tors are also expected to abide by the Code for Independent Directors as outlined in S heduie IV to the Act.

36. Corporate Governance:

The Company avails of the exemption provided under Regulation 15(2) of the SF.Bl (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2025-26, as neither the paid up capital of the company exceeded Rupees Ten crores nor the networth of the company exceeded Rupees Twenty-Five crores as on the last day of previous financial year.

37. Particulars of Employees:

During the financial year under review, none of the Companys employees were in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. Hence, no particulars are required to be disclosed in this Report.

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial,Personnel) Rules, 2014, is as follows.

fair view of flu* state of affairs of tin company at the end of the financial year and of the profit and loss of the company for that period;

c) the Directors had taken proper and suflicient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ol the company and for preventing and detecting fraud and other irregularities;

d) the 1 )irectors had prepared the annual accounts on a going concern basis; and.

e) the 1 directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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