Maharashtra Scooters Ltd Directors Report

Dear Shareholders,

Your directors present the fiftieth Annual Report along with the audited financial statements for FY2025.

Sad demise of Madhur Bajaj

At the outset, your directors express their profound grief on the sad demise of Madhur Bajaj, erstwhile Promoter & Non-Executive Director of the Company.

He was associated with Bajaj group for more than 25 years, and inter-alia was on the Board of following group companies:

• Bajaj Finserv Ltd;

• Bajaj Auto Ltd.

• Bajaj Finance Ltd.

• Bajaj Electricals Ltd.

• Bajaj Holdings & Investment Ltd.

He was associated with the Company since 30 December 1994 and was appointed as the Chairman of the Company on 17 October 2006. He ceased to be a director of the Company on 3 July 2019.

The Board places on record its whole-hearted appreciation of the invaluable contribution made by him in the Company and for the Group over several decades.

Company Overview

Maharashtra Scooters Limited (MSL or the Company) is an unregistered Core Investment Company (CIC), not requiring registration with RBI. As a CIC, a minimum of 90% of its assets stand invested in the Bajaj group and the balance representing accumulated surpluses is invested in debt and other instruments with the sole objective of earning a reasonable rate of return whilst protecting the principal.

Closure of Factory situated at Satara

Considering, the Company facing pricing pressure with respect to manufacture of pressure dies, fixtures and die casting components for the past many years and consequent losses being incurred each year, the Board at its meeting held on 22 July 2024 decided not to continue the tool room operations of the Company at its factory. During FY2025, the Company had also implemented Voluntary Separation Schemes for all its factory workers and staff, which had been accepted by all factory workers and staff, who have since been relieved from their duties. The CEO and some Finance professionals, at present, continue to be on the rolls of the Company.

Considering the continuing unviability of manufacturing operations, it was decided to permanently shut manufacturing operations keeping with the Companys main objective of being a Core Investment Company (CIC). Accordingly, after due process, the lease-hold rights in the factory land at Satara along with Plant and Machinery were transferred with the approval of the Board on 21 February 2025 for a reasonable consideration. More details are mentioned in Note 27 to Financial Statements.

Review of operations

During the year under review, the business operations of the Company continued to be only treasury operations involving management of surplus funds invested by the Company.

Total income of the Company during the year under review is Rs. 18,520 lakh, as against Rs. 22,354 lakh during the previous year.

Financial Highlights

The highlights of the financial results are given below:

(Rs. In Lakh)

Particulars	FY 2025	FY 2024
Total income	18,520	22,354
Gross profit before depreciation	17,364	20,423
Depreciation	196	207
Exceptional items	4,360	-
Profit before tax	21,528	20,216
Tax expenses	93	285
Profit after tax	21,435	19,931
Earnings per share (C)	187.6	174.4

Continued classification as a Core Investment Company

Under the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as amended, the Company is termed as an unregistered Core Investment Company (CIC). As an unregistered CIC, the Company must invest at least 90% of its net assets in Group companies, of which at least 60% must be through equity investments. The Company did not transfer any amount to reserve during FY2025.

The Company continued to meet the conditions for being classified as a CIC, exempted from registration with Reserve Bank of India (RBI).

Dividend Distribution Policy

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), the Company had formulated a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ or retaining profits earned. The Board at its meeting held on 25 October 2021 had revised the Dividend Distribution Policy thereby enabling the Company to maintain a minimum dividend pay-out of 50% of distributable profits on stand-alone basis each year. The policy is available on the website of the Company at https://www.mahascooters.com/pdf/Dividend%20Distribution%20Policy.pdf

As a part of the review process, the Dividend Distribution Policy was reviewed at the meeting of the Board held on 19 March 2025 and there were no changes proposed to principles, criteria or parameters set out in the dividend distribution policy, basis which dividend is recommended or declared.

Dividend Final Dividend

The Board at its meeting held on 23 April 2025 has recommended a Final dividend of H 60 per share (600%) of the face value of H 10 each (which includes a Special dividend of H 30 per share), for the financial year ended 31 March 2025 subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

Interim Dividend

The Board of Directors, at its meeting held on 12 September 2024, after taking into account its financial position as on that date, declared an interim dividend of C 110 per equity share (1100%) of face value of C 10 for the year ended 31 March 2025. The record date fixed for the purpose of declaration of divided was 25 September 2024.

The total dividend pay-out (including interim dividend) for FY2025 would be C 19,429 lakh.

The dividend declared/recommended is in accordance with the principles and criteria set out in the dividend distribution policy.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer to Notice of AGM.

Subsidiary/Associates

The Company neither has any subsidiary/associates nor the Company has entered into a joint venture with any company.

Directors and Key Managerial Personnel (KMP)

(i) Continuation of non-retiring director

SEBI vide its notification dated 14 June 2023, amended SEBI Listing Regulations effective from 15 July 2023. As per the said notification with effect from 1 April 2024, the continuation of a director serving on the Board of a listed entity shall be subject to the approval of the shareholders in a general meeting at least once in every five years from the date of their appointment/re-appointment, as the case may be. The said regulation is not applicable to directors liable to retire by rotation.

The shareholders at their annual general meeting held on 20 July 2020 had appointed Sanjiv Bajaj (DIN:00014615), as Non-executive Director & Chairman not liable to retire by rotation. Considering, the period of five years elapsing on 19 July 2025, the requirement of seeking approval of shareholders for continuation of Sanjiv Bajaj as a director not liable to retire by rotation has arisen. Pursuant to regulation 17(1D) of SEBI Listing Regulations, the Board at its meeting held on 23 April 2025, on the recommendation of NRC, approved continuation of Sanjiv Bajaj as Chairman, not liable to retire by rotation, beyond 19 July 2025. In terms of said SEBI Regulations, approval of the members will be sought through a Postal Ballot for the same.

(ii) Director liable to retire by rotation

V Rajagopalan (DIN: 02997795) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Brief details of V Rajagopalan, who is seeking re-appointment, is given in the Notice of AGM.

(iii) Change in Directors during FY2025

I. Appointments

a) Jasmine Arish Chaney (DIN: 07082359)

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its meeting held on 24 April 2024, has appointed Jasmine Chaney as an Independent Director, for a term of five consecutive years w.e.f. 24 July 2024. Further, the shareholders have approved her appointment in the AGM held on 22 July 2024.

The Board is of the opinion that Jasmine Chaney is a person of integrity, expertise and has relevant experience to serve the Company as an Independent Director that can strengthen the overall composition of the Board.

b) Mayur Gajanan Patwardhan (DIN: 07539410)

Based on the recommendation of NRC, the Board at its meeting held on 12 September 2024, has appointed Mayur Patwardhan as an Independent Director, for a term of five consecutive years w.e.f.

1 October 2024. Further, the shareholders have approved his appointment through a postal ballot on 25 October 2024.

The Board is of the opinion that Mayur Patwardhan is a person of integrity, expertise and has relevant experience to serve the Company as an Independent Director that can strengthen the overall composition of the Board.

c) Mayur Chandrakant Chokshi (DIN:01238535)

Based on the recommendation of the NRC, the Board at its meeting held on 12 September 2024, has appointed Mayur Chokshi as an Independent Director, for a term of five consecutive years w.e.f. 1 October 2024. Further, the shareholders have approved his appointment through a postal ballot on 25 October 2024.

The Board is of the opinion that Mayur Chokshi is a person of integrity, expertise and has relevant experience to serve the Company as an Independent Director that can strengthen the overall composition of the Board.

d) Ravikumar Srinivasan (DIN: 09345490)

Based on the recommendation of the NRC, the Board at its meeting held on 12 September 2024, has appointed Ravikumar Srinivasan as a Non-Executive and Non-Independent Director w.e.f.

1 October 2024. Further, the shareholders have approved his appointment through a postal ballot on 25 October 2024.

II. Resignation

Anish Amin (DIN: 00070679)

Anish Amin has tendered his resignation as a Non-executive Director of the Company with effect from the close of business hours of 12 September 2024, considering his other professional commitments.

The Board noted the resignation of Anish Amin effective from the aforementioned date and recorded its appreciation for the valuable services and guidance provided by him during his tenure as a Director of the Company.

III. Cessation

a) Lila Poonawalla (DIN:00074392)

Lila Poonawalla was appointed as an Independent Director of the Company by shareholders through postal ballot on 9 September 2019, for a term of five consecutive years commencing from 25 July 2019 till 24 July 2024. She had expressed her desire to not seek re-appointment for second term as an Independent Director of the Company, upon completion of her first term from the close of business hours on 24 July 2024. Consequent upon completion of her term effective from the aforementioned date, she has ceased to be an Independent Director of the Company.

The Board recorded its appreciation for the invaluable service and guidance provided by her during her association with the Company as Independent Director.

b) Yogesh Shah (DIN: 00137526)

Yogesh Shah has been associated with the Company as Independent Director since 13 October 2014. He was re-appointed for the second term w.e.f. 13 October 2019 till 12 October 2024, by the shareholders through Postal Ballot dated 22 December 2019. As per law, an Independent Director cannot hold office for more than two consecutive terms. Consequently, Yogesh Shah ceased to be an Independent Director of the Company upon completion of his second term from 12 October 2024.

The Board recorded its appreciation for the invaluable service and guidance provided by him during his association with the Company as Independent Director.

c) Naresh Patni (DIN: 00045532)

Naresh Patni has been associated with the Company as Independent Director since 13 October 2014. He was re-appointed for the second term w.e.f. 13 October 2019 till 12 October 2024, by the shareholders through Postal Ballot dated 22 December 2019. As per law, an Independent Director cannot hold office for more than two consecutive terms. Consequently, Naresh Patni ceased to be an Independent Director of the Company upon completion of his second term from 12 October 2024.

The Board recorded its appreciation for the invaluable service and guidance provided by him during his association with the Company as Independent Director.

(iv) Changes in KMP:

There were no changes in the KMP during FY2025. However, pursuant to SEBI Listing Regulations, which required a listed entity to appoint a whole-time Compliance Officer (CO), Sriram Subbramaniam, CO, resigned as such with effect from 23 April 2025 and Mangesh Deshpande was appointed as CO of the Company with effect from 24 April 2025. Sriram Subbramaniam continues to be the Company Secretary of the Company. The details of KMP are as follows:

Sr. no.	Name	Designation
i	Sanjay Uttekar	CEO
2	Anant Marathe	Chief Financial Officer
3	Sriram Subbramaniam	Company Secretary
4	Mangesh Deshpande	‘Compliance Officer

*As per Regulation 6 of SEBI Listing Regulations. Effective from 24 April 2025.

Declaration by Independent Directors

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Policy on Directors Appointment and Remuneration Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy.

The policy, inter alia, provides

(a) the criteria for determining qualifications, positive attributes and independence of directors and

(b) a policy on remuneration for directors, key managerial personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The detailed remuneration policy is placed on the Companys website at https://www.mahascooters.com/pdf/ Remuneration%20Policy.pdf

Compliance with code of conduct

All Board members and senior management personnel have affirmed their compliance with the Companys code of conduct for FY2025.

A declaration to this effect signed by the Chief Executive Officer is included in this Annual Report.

Annual Return

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/Ministry of Corporate Affairs within the Regulatory timelines is hosted on the Companys website and can be accessed at https://www.mahascooters.com/investors. html#annualReports

Number of meetings of the Board

Seven meetings of the Board were held during FY2025. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

Directors Responsibility Statement

In accordance with the provisions of section 134(3)(c) of the Act and based on the information provided by the management, the directors state that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

b) they have 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 financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

Audit Committee

The Audit Committee comprise of Mayur Patwardhan as Chairman, Jasmine Chaney and V Rajagopalan as other members.

During FY2025, all recommendations of the Audit Committee were accepted by the Board.

The brief terms of reference and attendance record of members are given in the Corporate Governance Report.

Particulars of loans, guarantees and investments

The Company has not given any loans or provided any security. Full particulars of the investments covered under the provisions of section 186 of the Act, made by the Company are detailed in the Financial Statements attached to this Report.

Share capital

The paid-up equity share capital as on 31 March 2025 stood at C 1,143 lakh consisting of 11,428,568 shares of C 10 each. During the year under review, there was no public issue, rights issue, bonus issue or preference share issue, nor had the Company issued shares with differential voting rights or granted stock options or sweat equity.

Related party transactions

All contracts/arrangements/transactions entered by the Company during FY2025 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are of foreseen and repetitive nature as well as for transactions which are not foreseen and details of which are not available, up to the limits as specified in the SEBI Listing Regulations. Pursuant to the said omnibus approval, details of transaction entered into are also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2025 were on arms length basis and in the ordinary course of business of the Company under the Act and not material under the SEBI Listing Regulations. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2025 are provided in the notes to the financial statements. There were no material related party transactions requiring disclosure as per the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Policy on Materiality of and Dealing with Related Party Transactions is placed on the Companys website at https://www.mahascooters.com/pdf/Policy%20on%20Materiality%20of%20and%20dealing%20with%20 Related%20Party%20Transactions.pdf

Material changes and commitments

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Details pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014

Conservation of energy	Replacement of LED Lamps in the factory has contributed to saving of electricity. This has helped in availing maximum rebate in electricity bills.
Technology absorption	No expenditure was incurred by the Company attributable to technology absorption during the year.
Foreign exchange earnings and Outgo	No foreign exchange was earned by the Company during the year, while the outgo was C 2 lakh.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee comprise of Mayur Patwardhan as Chairman and Sanjiv Bajaj and S Ravikumar as Members.

Detailed information on CSR Policy, its salient features and CSR initiatives undertaken during the year forms part of Annual Report on CSR activities which is annexed to this Report. The policy has been hosted on the website of the Company at https://www.mahascooters.com/pdf/CSR%20Policy.pdf.

The Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY2025.

Formal Annual Evaluation of the performance of the Board, its Committees and Directors

Pursuant to Section 178 of the Act, the Nomination and Remuneration Committee (NRC) and the Board has decided that the evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on the basis of performance and fulfillment of criteria of independence and their independence from management. On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the term of appointment of Independent Director.

Further, the Board at its meeting held on 25 January 2024, while reviewing the criteria for evaluation, had approved providing for an additional option to the directors for making qualitative assessment on the expectations from other Directors on the Board and Committee processes. The additional option proposed to be provided to the directors were purely voluntary on the part of directors.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, Chairman and individual Directors.

The manner in which formal annual evaluation of performance was carried out by the Board for the period from 1 January 2024 to 31 December 2024 is given below:

• With a view to carry out the Performance Evaluation, the Company vide its e-mail dated 24 February 2025 provided the Directors with the links to carry out annual performance evaluation through an IT platform - HR Craft by way of an automated process.

• The links contained the Board approved criteria for evaluation of the Board, its Committees, individual directors & Chairman, which were prefilled. The directors were required to select the ratings against Board, its various Committees, individual Directors & Chairman as applicable to it on the basis of performance.

• From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairperson and individual directors for the period from 1 January 2024 to 31 December 2024 and a consolidated report thereof was arrived at.

• The report of performance evaluation so arrived at was then noted and discussed by the Board at its meeting held on 19 March 2025

• The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on 19 March 2025.

• During FY2025, the criteria and process followed by the Company was reviewed by the NRC and the Board, which opined to be in compliant with the applicable provisions and found to be satisfactory.

Other than the Chairman of the Board and NRC, no other director had access to the individual ratings given by the directors.

Significant and Material Orders passed by the Regulators or Court

During FY2025, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

Internal Audit

The internal audit function provides an independent view to its Board of Directors, the Audit Committee and Senior Management on the quality and effectiveness of the internal controls, risk management, governance systems and processes.

At the beginning of each financial year, an audit plan is rolled out after the same has been approved by Audit Committee.

The Audit Committee on a quarterly basis reviews the internal audit reports. The Committee also reviews adequacy and effectiveness of internal controls based on such reports. Significant audit observations, corrective and preventive actions thereon are presented to the Audit Committee on a quarterly basis.

Risk Management

Managing risk is fundamental to any business in general and in particular to financial services industry. Considering the nature of business of MSL, i.e., investments in securities of group companies for a long-term horizon, the risk perceived is low. However, risks arising out of businesses of the group companies are the key risks of the Company. MSL has a risk governance framework in place which provides an integrated approach for identifying, monitoring and mitigating risks associated with its business.

Key risks exposure of MSL includes market risk, credit risk, governance risk, reputation risk and compliance risk. The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis of risk exposures and mitigation plans related to the Company.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy, approach and mitigation plans, liquidity risk management and asset liability management.

The group companies have their own risk management frameworks in line with their strategic business operations as appropriate to the industry in which they operate. Business operations of each of the group companies, the risks faced by them and the risk mitigation tools followed by them are reviewed periodically by the Risk Management Committees and the Boards of the respective group companies.

The details of meetings of Risk Management Committee of the Company and the members who attended the same are mentioned in the Corporate Governance Report.

Internal financial controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively.

Whistle blower policy/vigil mechanism

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees and directors with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

During FY2025, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit committee reviews the functioning of the vigil mechanism/whistle blower policy once a year.

The whistle blower policy is uploaded on the website of the Company and can be accessed at https://www. mahascooters.com/pdf/Whistle%20Blower%20Policy.pdf

Corporate Governance

In terms of SEBI Listing Regulations, a separate section titled Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

The Chief Executive Officer and the Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified in the SEBI Listing Regulations.

A Certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility and Sustainability Reporting

Pursuant to amendment in SEBI Listing Regulations, top 1000 listed entities based on market capitalization are required to submit a Business Responsibility and Sustainability Report (BRSR) with effect from FY2023.

Accordingly, the Company, being one of the top 1000 listed entity, has adopted a policy on BRSR.

A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards the ESG endeavor forms the part of Annual Report and has also been hosted on Companys website at https://www.mahascooters.com/investors.html#annualReports

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars.

Auditors and Auditors Report Statutory Auditors

Pursuant to the provisions of section 139 of the Act and based on the recommendations of the Audit committee and Board of Directors, the members at the Annual General Meeting (AGM) of the Company held on 25 July 2022 had appointed KKC & Associates LLP, Chartered Accountants (Firm Registration No.105146W/ W100621) as the Statutory Auditors of the Company, from the conclusion of 47^th AGM till the conclusion of 52^nd AGM, covering a term of five consecutive years.

The statutory audit report given by KKC & Associates LLP for FY2025 does not contain any qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Board at its meeting held on 24 April 2024 had re-appointed, Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587,

CP No. 572) for a further period of one year to undertake the secretarial audit of the Company, for FY2025. Secretarial audit report for FY2025 as issued by him in the prescribed form MR-3 is annexed to this Report.

The said secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer made by the secretarial auditor.

Pursuant to Regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY2025 has been issued by Shyamprasad D. Limaye and the same will be submitted with the stock exchanges within the given timeframe. The report will be made available on the website of the Company at https://www. mahascooters.com/investors.html#stockExchange

There are no observations, reservations, qualifications or adverse remark in any of the aforesaid report.

SEBI vide its notification dated 12 December 2024, amended Regulation 24A of SEBI Listing Regulations. Pursuant to the amendment, every listed company shall appoint or re-appoint:

• an individual as Secretarial Auditor for not more than one term of five consecutive years; or

• a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in the Annual General Meeting.

In compliance with the above, the Board at its meeting held on 23 April 2025 recommended the appointment of DVD & Associates, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of five consecutive years, for approval of the Members at ensuing AGM of the Company.

Brief profile and remuneration details of DVD & Associates, Practising Company Secretaries, are separately disclosed in the Notice of AGM. DVD & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

The auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no detail is required to be disclosed under section 134(3)(ca) of the Act.

Statutory disclosures

• The financial results of the Company are placed on the Companys website at https://www.mahascooters. com/investors.html#financialResults

• Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration, to the extent applicable are annexed to this Report.

• Details as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors Report, will be made available to any member by way of e-mail, as per provisions of section 136(1) of the said Act.

• The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

• The Company has a policy on prevention of sexual harassment at the workplace. The Company has also constituted an Internal Complaints Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case reported under this Act during the year under review.

• The Company continues to carry on its business as a CIC. During the year, the Company has closed its manufacturing operations.

• Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

• The Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on March 31, 2025.

• During FY2025, the Company had not borrowed any funds from any banks or Financial Institutions.

• No binding agreements were entered into by the Company with the Promoters/ Promoter group/ other persons mentioned in clause 5A of Part A of Schedule III of the SEBI Listing Regulations during FY2025.

• No frauds were reported by the Auditors during FY2025 under section 143(12) of the Act

On behalf of the Board of Directors

Sd/-

Sanjiv Bajaj

Chairman

DIN: 00014615

Pune: 23 April 2025