Mahickra Chemicals Ltd Directors Report

Dear Members,

The Board of Directors of Mahickra Chemicals Limited ("the Company" or "Mahickra") are pleased to present the Ninth (9th) Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the applicable Accounting Standards specified under Section 133 of the Act ("Act"), the relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as applicable.

Particulars	Consolidated	Standalone
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	10,632.81	8,997.77	10,632.81	8,997.77
Other Income	116.71	65.66	116.71	65.66
Total Revenue	10,749.52	9,063.43	10,749.52	9,063.43
Earnings Before Interest, Depreciation	880.56	511.90	880.56	511.90
and Amortization Expense and Taxes
Less:- A) Finance Cost	160.01	129.23	160.01	129.23
Less:- B) Depreciation and Amortization	31.78	29.90	31.78	29.90
Expense
Profit / (Loss) before Extra-Ordinary	688.77	352.77	688.77	352.77
Items and tax
Add/(Less): Extra-Ordinary Item	-	-	-	-
Profit/(Loss) after Extra Ordinary Items	688.77	352.77	688.77	352.77
and before tax
Total Tax Expense	173.26	99.43	173.26	99.43
Share of Associates Profit	(0.07)	(0.09)	-	-
Profit / (Loss) After Tax	515.44	253.25	515.51	253.34
Earnings Per Share Basic / Diluted	6.28	3.12	6.28	3.12

PERFORMANCE REVIEW & STATE OF COMPANYS AFFAIRS:

Mahickra Chemicals Limited is engaged in the manufacture and marketing of reactive dyes and pigments, primarily used in textile processing and other industrial applications. The Companys performance is influenced by textile demand, export-market conditions, raw material prices, foreign exchange movements, energy and logistics costs, regulatory requirements and competition.

During the year, the industry remained challenging due to raw material and freight-cost volatility, changing demand, geopolitical uncertainties and pricing pressure in certain markets. Despite these conditions, the Company delivered a significant improvement in revenue and profitability. Revenue from Operations increased by approximately 18.17%, while Profit After Tax more than doubled, supported by improved operating performance, cost discipline, working-capital management and continued focus on its core reactive dyes and pigments business.

The Company remained focused on manufacturing efficiency, product and customer mix, cost control, prudent inventory management, product quality and customer service.

STANDALONE PERFORMANCE

During the year under review, the Company demonstrated robust financial performance on both standalone and consolidated bases.

On a standalone basis, Revenue from Operations increased to Rs, 10,632.81 lakhs from Rs. 8,997.77 lakhs in FY 2024-25, representing growth of approximately 18.17%; Profit before Tax rose to Rs, 688.77 lakhs from Rs. 352.77 lakhs, while Profit after Tax grew by approximately 103.50% to Rs. 515.51 lakhs from Rs. 253.34 lakhs, reflecting improved operating performance, cost-control measures, and working-capital discipline.

CONSOLIDATED PERFORMANCE

On a consolidated basis, Revenue from Operations similarly stood at Rs.10,632.81 lakhs, up from Rs.8,997.77 lakhs in the previous year, registering growth of approximately 18.17%; Consolidated Profit Before Tax was Rs.688.77 lakhs, compared to Rs.352.77 lakhs, and Consolidated Profit After Tax was Rs.515.44 lakhs, as against Rs.253.25 lakhs in FY 2024-25. The marginal difference between standalone and consolidated Profit after Tax is attributable to the Companys share of loss from its associate.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

As on March 31, 2026, the Company has one associate company, namely RCN Specialities Private Limited.

In addition to the standalone financial statements, this Annual Report also presents the consolidated financial statements of the Company. The report on the performance and financial position of the associate, as applicable, together with the salient features of its financial statements in the prescribed Form AOC-1, is annexed hereto as Annexure-D.

The Company does not have any holding Company.

During the year under review, no company became, or ceased to be, a subsidiary, joint venture, or associate of the Company.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the year under review.

TRANSFER TO RESERVES

As permitted by the Act, and Rules made thereunder, the Directors do not propose to transfer any amount to the General Reserve pertaining to Financial Year 2025-26.

INSURANCE

The Company has taken adequate insurance for its current and fixed assets, employees and products against various relevant risks.

LOANS, GUARANTEES AND INVESTMENTS

Your Company has not given any guarantee and/or provided any security to any body corporate, whether directly or indirectly, within the meaning of Section 186 of the Act. The details of loans have been disclosed and the details of investments have been disclosed to the financial statements forming part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2) read with Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report as Annexure - E. It covers the Companys operations, financial performance, industry trends, outlook, opportunities, risks and key developments.

SHARE CAPITAL STRUCTURE OF THE COMPANY

a) Authorized Capital:

The Authorized Capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11,00,000 (Eleven Lakhs) Equity Shares of Rupees 10 /- (Rupees Ten Only) each. There has been no change in the Authorized Share Capital of the Company during the financial year.

b) Issued Capital, Subscribed and Paid-up Capital:

Pursuant to the approval by the Board of Directors in its meeting held January 23, 2026 and subsequent approval accorded by the Members by way of a Special Resolution passed at the Extraordinary General Meeting of the Company held on February 23, 2026, the Board of Directors of the Company, at its meeting held on March 14, 2026, has allotted 16,53,750 Equity Shares having a face value of Rs. 10/- each, at an issue price of Rs. 157/- per Equity Share, including a premium of Rs. 147/- per Equity Share, by way of a preferential issue.

The aforesaid Equity Shares were allotted to the eligible allottees in accordance with the terms and conditions approved by the Members and in compliance with the applicable provisions of the Act, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, and other applicable statutory and regulatory requirements.

Out of the maximum 28,53,000 Equity Shares proposed to be issued pursuant to the preferential issue, 16,53,750 Equity Shares were allotted on March 14, 2026. The balance proposed issue, to the extent not allotted, did not form part of the aforesaid allotment.

The Equity Shares allotted pursuant to the preferential issue rank pari passu in all respects with the existing Equity Shares of the Company, including with respect to dividend, voting rights and other corporate benefits, from the date of allotment, subject to applicable statutory and regulatory provisions.

The Company has obtained the requisite listing and trading approval for the aforesaid Equity Shares from the National Stock Exchange of India Limited.

As on the date of this Report, the paid up, issued and subscribed capital of the Company stands increased to Rs. 9,77,59,100/- (Rupees Nine Crore Seventy-Seven Lakhs Fifty-Nine Thousand One Hundred Only) divided into 97,75,910 (Ninety-Seven Lakh Seventy- Five Thousand Nine Hundred Ten) Equity Shares of Rupees 10 /- (Rupees Ten Only) each.

The Company has not issued shares with differential voting rights or sweat equity shares

DIVIDEND

The Board remains committed to providing sustainable dividend payouts, with the objective of rewarding shareholders, retaining capital for growth and ensuring fairness and consistency in the distribution of profits to shareholders. Mahickra has consistently rewarded its shareholders through regular dividend payments and has established a strong track record as a consistent dividendpaying company. Over the years, the Company has consistently delivered value to its shareholders, reflecting its strong financial performance and commitment to enhancing shareholder returns.

Subsequent to the end of the financial year under review, the Board of Directors, at its meeting held on May 30, 2026, declared an interim dividend of Rs. 0.15 per equity share of face value of Rs. 10 each for the financial year ended March 31, 2026. The interim dividend was declared out of the profits for FY 2025-26 and paid to eligible shareholders in compliance with the applicable provisions of the Act, rules made thereunder, and other applicable laws.

In view of the interim dividend already declared and paid, the Board has not recommended any final dividend for FY 2025-26. Accordingly, the total dividend for the year amounts to Rs, 0.15 per equity share. The dividend distribution is intended to balance shareholder returns with the need to retain adequate resources for the Companys ongoing operations and future business objectives.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Act, read with the applicable rules made thereunder, any dividend remaining unpaid or unclaimed for a period of seven years from the date it becomes due for payment is required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government.

During the financial year under review, there was no amount of dividend remaining unpaid or unclaimed for a period of seven years and, accordingly, no amount was required to be transferred to the IEPF.

The Company continues to undertake appropriate measures to ensure compliance with the applicable provisions relating to unpaid and unclaimed dividends and transfer to the IEPF.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors, having considered the representations provided by the management and conducted such enquiries as they deemed necessary, confirm that the Companys financial statements for the financial year ended March 31, 2026, have been prepared in accordance with the applicable Accounting Standards prescribed under Section 133 of the Act, together with the relevant rules, provisions of the Act and other applicable statutory and regulatory requirements.

The Directors further confirm that the financial statements present a true and fair view of the Companys state of affairs and financial performance for the financial year under review. Accordingly, the

Directors confirm that:

a) in preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures.

b) they have selected the accounting policies and applied them consistently and made judgements 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 towards 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) the annual accounts are prepared on a going concern basis.

e) they have laid down internal financial controls, which are adequate and are operating effectively.

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

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND

KEY MANAGERIAL PERSONNEL

• BOARD COMPOSITION

The Board of Directors is constituted with an optimal mix of Executive and Non-Executive Independent Directors to ensure balanced, objective, and effective decision-making on matters of strategy, performance, and governance. Comprising distinguished professionals with deep domain expertise across diverse sectors, the Board provides strategic oversight, guides management, and upholds robust governance standards. As on March 31, 2026, the Board consists of Six (6) directors, comprising three (3) Executive Directors and three (3) NonExecutive Independent Directors. The composition and tenure of the Independent Directors are in full compliance with the requirements of the Act and applicable SEBI Listing Regulations.

In accordance with Section 165 of the Act, none of the directors holds directorships in more than twenty (20) companies, and none holds directorships in more than ten (10) public companies.

The table below sets out the composition of the Board and the number of directorships held by each director as at the end of the financial year 2025-26:

Name of Director	Category	Date of Appointment	Number of Shares held in the Company
Mr. Miteshkumar C. Gandhi Managing Director (DIN: 02142361)	Promoter Executive	13/11/2017	7,17,028
Mr. Ashishkumar C. Gandhi Whole-Time Director (DIN: 02142344)	Promoter Executive	13/11/2017	12,88,373
Mrs. Komal M. Gandhi Whole-Time Director (DIN: 02137805)	Promoter Executive	13/11/2017	9,42,613
Mrs. Amisha Fenil Shah Director (DIN: 09411332)	Non-Executive (Independent)	11/07/2022
Mrs. Basari Mehta Director (DIN: 10197176)	Non-Executive (Independent)	15/07/2023
Mr. Niren Desai Director (DIN: 10192300	Non-Executive (Independent)	15/07/2023

As on March 31, 2026, none of the Directors of the Company were related to each other except Mr. Mitesh Kumar Gandhi, Managing Director, Mr. Ashish Kumar Gandhi, Whole-Time Director and Mrs. Komal Gandhi, Whole-Time Director who are related to each other as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2026, the Board of Directors convened six (6) meetings. The interval between successive meetings was within the period prescribed under the Act and applicable rules.

The details of the Board meetings held during the financial year 2025-26 are as follows:

Date of Board Meeting	Name of Directors
	Mitesh Kumar Gandhi	Ashish Kumar Gandhi	Komal Mitesh Kumar Gandhi	Amisha Fenil Shah	Basari Mehta	Niren Desai
1. 23/05/2025	Yes	Yes	Yes	Yes	Yes	Yes
2. 21/08/2025	Yes	Yes	Yes	Yes	Yes	Yes
3. 27/08/2025	Yes	Yes	Yes	Yes	Yes	Yes
4. 12/11/2025	Yes	Yes	Yes	Yes	Yes	Yes
5. 23/01/2026	Yes	Yes	Yes	Yes	Yes	Yes
6. 14/03/2026	Yes	Yes	Yes	Yes	Yes	Yes

• CHANGE IN DIRECTORS

During the year under review, there is no change in the composition of Directors.

The Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board / Committee of the Company.

• PROPOSED RE-APPOINTMENTS OF DIRECTORS

At the Sixth Annual General Meeting held on August 29, 2023, the Members approved the re-appointment of Mr. Miteshkumar C. Gandhi (DIN: 02142361) as Managing Director, Mr. Ashishkumar C. Gandhi (DIN: 02142344) as Whole-Time Director and Mrs. Komal M. Gandhi (DIN: 02137805) as Whole-Time Director of the Company, each for a further term of three years. The current term of office of Mr. Miteshkumar C. Gandhi and Mr. Ashishkumar C. Gandhi will expire on

December 19, 2026, while that of Mrs. Komal M. Gandhi will expire on January 1, 2027.

Further, Mrs. Amisha Fenil Shah (DIN: 09411332) was appointed as an Independent Director of the Company by the Members at the Fifth Annual General Meeting held on September 28, 2022 for a term of five consecutive years, which will expire on July 10, 2027. Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved and recommended to the Members the re-appointment of Ms. Amisha Fenil Gandhi as an Independent Director for a further term of five consecutive years, commencing from July 11, 2027, subject to the approval of the Members and fulfilment of the applicable statutory requirements.

The Board has also, based on the recommendation of the Nomination and Remuneration Committee, approved and recommended to the Members the re-appointment of Mr. Miteshkumar C. Gandhi as Managing Director, Mr. Ashishkumar C. Gandhi and Mrs. Komal M. Gandhi as WholeTime Directors, for a further term of three years, commencing from December 20, 2026 in the case of Mr. Miteshkumar C. Gandhi and Mr. Ashishkumar C. Gandhi, and from January 2, 2027 in the case of Mrs. Komal M. Gandhi.

The proposed re-appointments are subject to the terms and conditions, including remuneration, perquisites and other benefits, as set out in the Notice of the ensuing Annual General Meeting and approval of the Members and such other approvals as may be required under applicable law.

The Board, after considering the qualifications, experience, expertise, performance, leadership capabilities and contribution of the aforesaid Directors, is of the considered view that their continued association would be in the best interests of the Company and its stakeholders and accordingly recommends their respective re-appointments for approval of the Members.

Mr. Miteshkumar C. Gandhi, Managing Director, shall not be liable to retire by rotation. The other Directors shall be liable to retire by rotation in accordance with the applicable provisions of the Act and the Articles of Association of the Company.

The proposed re-appointments shall be governed by the applicable provisions of the Act, including Sections 149, 152, 196, 197, 198 and 203 read with Schedule V, the rules made thereunder and the applicable provisions of the SEBI Listing Regulations.

The requisite disclosures relating to the proposed reappointments, including brief profile, qualifications, experience, expertise, terms of appointment, remuneration and other prescribed particulars, as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, form part of the Notice convening the ensuing Annual General Meeting.

• RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with the applicable rules made thereunder and the Articles of Association of the Company, Mr. Ashishkumar Gandhi (DIN: 02142344), Director of the Company, is liable to retire by rotation at the forthcoming Ninth Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, as applicable, recommends the re-appointment of Mr. Ashishkumar Gandhi for consideration and approval of the Members at the forthcoming AGM.

The requisite details of Mr. Ashishkumar Gandhi, including his brief profile, expertise, experience, directorships and other particulars, as required under Regulation 36(3) of the SEBI Listing Regulations and the applicable provisions of the Act, are provided in the Notice convening the Ninth AGM and form part of the Annual Report.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. They have further confirmed that no circumstance or situation, existing or reasonably anticipated, could impair or affect their ability to discharge their duties with objective and independent judgement and without external influence, and that there has been no change in circumstances affecting their status as Independent Directors during the financial year under review.

The Independent Directors have also confirmed compliance with the applicable provisions of Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, relating to registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, as applicable, and with the Code for Independent Directors prescribed under Schedule IV to the Act. Based on the declarations and confirmations received, the Board is of the opinion that all Independent Directors satisfy the applicable independence criteria under the Act and the SEBI Listing Regulations, are independent of the Companys management, and possess the requisite qualifications, expertise, experience, proficiency and integrity to effectively discharge their duties and responsibilities and exercise objective and independent judgement in the best interests of the Company and its stakeholders.

• DISQUALIFICATIONS OF DIRECTORS

In compliance with Section 164(2) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company has received the requisite Form DIR-8 from each of its Directors for the financial year 2025-26. Based on the declarations received, none of the Directors is disqualified from holding office under Section 164(2) of the Act, nor is any Director debarred or disqualified from holding office by any order of SEBI or any other statutory or regulatory authority. The Directors have also made all requisite disclosures under the applicable provisions of the Act and the rules made thereunder.

• KEY MANAGERIAL PERSONNEL

In accordance with the Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, as amended, the following persons are the Key Managerial Personnel of the Company:

a. Mr. Miteshkumar Champaklal Gandhi, Chairman and Managing Director

b. Mr. Ashishkumar Champaklal Gandhi, Whole-Time Director

c. Mrs. Komal Miteshkumar Gandhi, Whole-Time Director

d. Mr. Atul Bachhawat, Chief Financial Officer

e. Ms. Sona Bachani, Company Secretary

During the financial year under review, Mr. Atul Bachhawat, Chief Financial Officer ("CFO") and Key Managerial Personnel of the Company, resigned from the position of CFO vide resignation letter dated March 28, 2026, He was relieved of his responsibilities with effect from April 30, 2026. In accordance with Regulation 30 read with Schedule III - Para A (7C) of Part A of the SEBI Listing Regulations, Mr. Atul Sushilkumar Bachhawat confirmed that there were no material reasons for his resignation other than those stated in his resignation letter.

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on May 30, 2026, appointed Mr. Ashishkumar Gandhi, Whole-Time Director of the Company, as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 30, 2026, pursuant to Section 203 and other applicable provisions of the Act and the rules made thereunder.

The appointment of Mr. Ashishkumar Gandhi as CFO is in addition to his existing position as Whole-time Director of the Company. The Company has made the requisite disclosures in accordance with Regulation 30 read with Schedule III of the SEBI Listing Regulations, as applicable.

• MEETING OF INDEPENDENT DIRECTORS

In accordance with Section 149(8) read with Schedule IV of the Act, and the applicable provisions of the SEBI Listing Regulations, the Independent Directors of the Company met separately on March 14, 2026, without the presence of the Non-Independent Directors and members of the Management.

The Independent Directors, inter alia, considered and discussed the following matters:

• Evaluation of the performance of the Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairperson of the Company, taking into consideration the views of the Executive and Non-Executive Directors; and

• Assessment of the quality, quantity and timeliness of the

flow of information between the Companys Management and the Board, including its Committees, which is necessary for the Board to effectively and reasonably discharge its duties and responsibilities.

The Independent Directors expressed their satisfaction with the overall performance of the Non-Independent Directors and the Board as a whole, as well as with the performance of the Chairperson of the Company.

The Independent Directors also expressed their satisfaction with the quality, quantity and timeliness of the information and inputs provided by the Management to the Board and its Committees, enabling them to effectively discharge their respective duties and responsibilities. All the Independent Directors were present at that meeting.

• FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The Company has established a structured Familiarisation Programme to enable Independent Directors to effectively discharge their roles and responsibilities by providing regular updates on its business model, operations, products, manufacturing processes, strategy, financial performance, industry trends, risks, opportunities, regulatory developments and governance requirements, through presentations, reports and interactive sessions, thereby supporting informed decision-making, effective oversight and sustainable value creation.

• COMMITTEES OF THE BOARD

The Board of Directors is regularly apprised of policy matters, business developments and other significant information necessary for effective oversight and decision-making. The Company has constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee to assist the Board in discharging its responsibilities and to strengthen corporate governance, transparency and accountability. The composition, powers, functions and terms of reference of these Committees are in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act and Regulation 18 of Listing Regulations.

During the year under review, six meetings of the Audit Committee were held i.e. on May 23 2025, August 21 2025, August 27 2025, November 12 2025, January 23 2026 and March 14 2026. The intervening gap between two meetings did not exceed one hundred and twenty days. The details of the Audit Committee meetings attended by its members during FY 2025-26 are given below:

Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2025-26	Percentage of attendance
		Held	Attended
1. Mrs. Basari Mehta	Chairperson, Non-Executive Independent Director	6	6	100%
2. Mr. Niren Desai	Member, Non-Executive Independent Director	6	6	100%
3. Mrs. Amisha Shah	Member, Non-Executive Independent Director	6	6	100%

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted the observations and recommendations made by the Audit Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.

During the year under review, one meeting of the Nomination and Remuneration Committee was held i.e. on May 23, 2025.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2025-26 are given below:

Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2025-26	Percentage of attendance
		Held	Attended
1. Mrs. Basari Mehta	Chairperson, Non-Executive Independent Director	1	1	100%
2. Mr. Niren Desai	Member, Non-Executive Independent Director	1	1	100%
3. Mrs. Amisha Shah	Member, Non-Executive Independent Director	1	1	100%

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on January 23, 2026.

The details of the Stakeholders Relationship Committee meetings attended by its members during FY 2025-26 are given below:

Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2025-26	Percentage of attendance
		Held	Attended
1. Mrs. Basari Mehta	Chairperson, Non-Executive Independent Director	1	1	100%
2. Mr. Niren Desai	Member, Non-Executive Independent Director	1	1	100%
3. Mrs. Amisha Shah	Member, Non-Executive Independent Director	1	1	100%

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company did not receive any investor complaints from its shareholders.

CORPORATE GOVERNANCE

In line with Regulation 15(2) of the SEBI Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

EXTRA-ORDINARY GENERAL MEETING

During the financial year under review, the Company convened an Extra-Ordinary General Meeting ("EGM") of its Members on 23rd February 2026 to consider and approve the proposed preferential issue of Equity Shares, in accordance with the applicable provisions of the Act and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The requisite Special Resolution in respect of the preferential issue was duly passed by the Members at the said EGM.

POSTAL BALLOT

During the financial year ended March 31, 2026, no special resolution was required to be put through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT - 7 for the Financial Year ended March 31, 2026, is available on the Companys website at www. mahickra.com.

AUDITORS:

• STATUTORY AUDITOR

Pursuant to the provisions of Section 139 and other applicable provisions of the Act, read with the rules made thereunder, M/s. Piyush J. Shah & Co., Chartered Accountants (Firm Registration No. 121172W), Ahmedabad, were appointed as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the Seventh Annual General Meeting until the conclusion of the Twelfth Annual General Meeting.

The Statutory Auditors have furnished the requisite consent and eligibility certificate confirming that they satisfy the applicable eligibility and qualification requirements prescribed under the Act and that they are not disqualified from continuing as Statutory Auditors of the Company. The requisite Peer Review Certificate has also been furnished by the Statutory Auditors.

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements for the financial year ended 31st March 2026 forms part of this Annual Report. The observations and disclosures made by the Statutory Auditors in their Report, together with the Notes to Accounts, are selfexplanatory and do not call for any further explanation or comments from the Board.

The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions of law, the Board of Directors had appointed Mr. Nayan Pitroda (ACS No. 58743, C. P. No. 23912), Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2025-26.

Accordingly, M/s. Nayan Pitroda & Associates, Ahmedabad, was appointed as the Secretarial Auditor of the Company for the financial year 2025-26 in accordance with Section 204 of the Act and the rules made thereunder.

The Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor is annexed to this Report as Annexure - C and forms an integral part of the Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any further explanation or comments from the Board.

• INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and other applicable provisions of the Act, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Ashish Sheth & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 146184W) as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditors conduct periodic reviews of the Companys operations, processes, internal controls and financial systems in accordance with the scope approved by the Audit Committee. The findings and recommendations arising from the internal audit are periodically placed before the Audit Committee for its review and appropriate action by the management.

The internal audit function forms an integral part of the Companys internal control and risk management framework and assists the Company in strengthening its processes, controls and compliance systems.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records under Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company for the financial year under review.

Accordingly, the Company is not required to maintain cost records under Section 148(1) of the Act and is not required to appoint a Cost Auditor for the financial year 2025-26.

The Board of Directors has duly considered the applicability of the relevant provisions and confirms that there was no requirement to appoint a Cost Auditor or maintain cost records under the applicable provisions for the year under review.

REPORTING OF FRAUD

During the financial year under review, no fraud was reported by the Statutory Auditors under Section 143(12) of the Act, other than those which are reportable to the Central Government, and accordingly, no disclosure was required under Section 134(3)(ca) of the Act.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

The Company has established an adequate and effective system of Internal Financial Controls ("IFC") commensurate with the nature, size and complexity of its operations. The controls are designed to ensure orderly and efficient conduct of business, adherence to internal policies, safeguarding of assets, prevention and detection of fraud and errors, and accuracy and reliability of financial reporting.

During the financial year ended March 31, 2026, the internal financial controls were operating effectively and no material weakness was identified. The Company periodically reviews its control framework and strengthens processes, wherever necessary, to address evolving business and regulatory requirements.

The Internal Auditors independently evaluate the adequacy and effectiveness of key controls and report their findings and recommendations to the Audit Committee. The Audit Committee periodically reviews the audit observations, implementation of corrective measures and overall effectiveness of the internal control framework.

The Company continues to strengthen its systems and processes through appropriate process improvements and technological initiatives, with a focus on maintaining robust governance, risk management and financial reporting standards.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings

DEPOSITS

During the financial year under review, the Company neither accepted nor renewed any deposits from the public or its members under Sections 73 and 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the provisions of Chapter V of the Act relating to acceptance of deposits were not applicable. The requisite return for the Financial Year 2025-26 with respect to amount(s) not considered as deposits has been filed. Further, no deposits were outstanding or unclaimed as at March 31, 2026, and there was no default in repayment of deposits or payment of interest thereon during the year.

RELATED PARTY TRANSACTIONS

During the financial year under review, all Related Party Transactions ("RPTs") entered into by the Company were undertaken in the ordinary course of business and on an arms length basis, in compliance with the applicable provisions of the Act, the rules made thereunder and the SEBI Listing Regulations. The Company has a Related Party Transactions Policy which establishes the framework for identification, approval, review and disclosure of RPTs. During the year under review, the Policy was reviewed and amended to align with the applicable statutory and regulatory requirements.

All RPTs were placed before the Audit Committee for its prior approval, wherever applicable. For transactions of a repetitive nature and in the ordinary course of business, omnibus approvals were obtained from the Audit Committee, with details of such transactions being placed before the Committee on a quarterly basis for its review.

During the year under review, the Company entered into certain material related party transactions, for which the requisite approval of the Members was obtained at the previous Annual General Meeting. The Company proposes to seek the approval of the Members at the ensuing Annual General Meeting for continuation/renewal of such transactions, as may be applicable, in accordance with the Act and the SEBI Listing Regulations.

The relevant details of RPTs are also disclosed in the Notes to the Financial Statements forming part of this Annual Report. The Related Party Transactions Policy, as amended, is available on the Companys website at www.mahickra.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of the Corporate Social Responsibility under section 135 of the Act are not applicable on the Company.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has formulated and implemented a Nomination and Remuneration Policy in accordance with Section 178 of the Act and the applicable provisions of the SEBI Listing Regulations. The Policy lays down the framework and criteria for appointment, remuneration and evaluation of Directors, Key Managerial Personnel ("KMPs") and Senior Management Personnel, including criteria relating to qualifications, positive attributes and independence of Directors. The Nomination and Remuneration Committee operates in accordance with the terms of reference prescribed under the Act and makes appropriate recommendations to the Board in accordance with the Policy.

The Nomination and Remuneration Policy approved by the Board is available on the Companys website at www.mahickra.com.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

In accordance with the Act and the SEBI Listing Regulations, the Company conducted an annual evaluation of the performance of the Board, its Committees, individual Directors and the Chairperson during the financial year, covering participation, contribution, effectiveness, strategic oversight, independence of judgement and protection of stakeholder interests; the Board evaluated the Independent Directors and key Committees, excluding the Director concerned, while the Independent Directors separately evaluated the Non-Independent Directors, the Board, its Committees and the Chairperson, and the evaluation results were placed before the Nomination and Remuneration Committee and the Board, which expressed satisfaction with the overall performance and evaluation process.

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code applies to Promoters, Directors, Designated Persons, Connected Persons and their immediate relatives, as applicable. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI") and has implemented appropriate systems for maintaining confidentiality, monitoring trading, maintaining a structured digital database and ensuring compliance with applicable trading restrictions.

During the year under review, the Company reviewed and updated its policies and controls to align with the applicable provisions of the SEBI PIT Regulations. The same can be accessed on the Companys website at www.mahickra.com.

RISK MANAGEMENT

The Company has established a comprehensive Risk Management framework for identification, assessment, prioritisation and mitigation of risks that may affect its business operations and objectives. The framework enables the Company to proactively monitor and manage potential risks and identify opportunities while minimising their adverse impact.

The key risks relating to business operations, market conditions, financial matters, human resources, environmental aspects, project execution and statutory compliance have been identified, and appropriate mitigation measures and control mechanisms have been implemented. The risk management framework is periodically reviewed by the Board and senior management to ensure that identified risks are effectively monitored and managed within an appropriate governance framework.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company is committed to maintaining a safe, inclusive and respectful workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder.

The Company has constituted an Internal Committee ("IC") to address complaints of sexual harassment and provides appropriate mechanisms for reporting and redressal in accordance with applicable law and the Companys policy.

During the financial year 2025-26, no complaint of sexual harassment was received. Accordingly, no cases were pending for more than 90 days or at the end of the financial year.

Particulars	Number
Complaints received during the year	Nil
Complaints disposed of during the year	Nil
Cases pending for more than 90 days	Nil
Cases pending at year-end	Nil

The Company confirms compliance with the applicable provisions of the POSH Act and the rules made thereunder during the financial year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy in compliance with Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations, providing a formal and confidential mechanism for Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, misconduct or violation of the Companys Code of Conduct and policies. The mechanism provides adequate safeguards against victimisation and also facilitates direct access to the Chairperson of the Audit Committee in appropriate cases. No person has been denied such access. During the financial year 2025-26, no complaint was received under the Vigil Mechanism / Whistle Blower Policy. The Policy is available on the Companys website at www.mahickra.com.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company is committed to maintaining high standards of occupational health, safety and environmental protection. The Companys Health and Safety Policy is designed to ensure compliance with all applicable statutory and regulatory requirements and to provide a safe, healthy and conducive working environment for its employees.

WEBSITE

In compliance with Regulation 46 of SEBI Listing Regulations, your company maintains a fully functional website with the domain name www.mahickra.com. The website serves as a comprehensive source of basic information about our company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure - A to this Report.

GENERAL DISCLOSURES

The Directors state that, during the financial year under review, there were no transactions or events requiring disclosure or reporting in respect of the following matters:

1. The Company has not issued any shares, including sweat equity shares, to its employees under any scheme pursuant to Section 54 of the Act. Further, the Company does not have any scheme for providing money to employees or trustees for the benefit of employees for purchasing or subscribing to its own shares.

2. There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under any scheme referred to in Section 67(3) of the Act.

3. No Managing Director or Whole-time Director of the Company has received any remuneration or commission from any of the subsidiaries of the Company.

4. There was no instance of one-time settlement with any bank or financial institution during the financial year under review. Accordingly, there was no requirement to disclose any difference between the amount of valuation conducted at the time of availing loans and the valuation at the time of onetime settlement.

5. There was no revision of the financial statements or the Boards Report of the Company during the financial year under review.

6. There were no proceedings pending against the Company, nor were any proceedings initiated by the Company, under the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or any other court or authority during the year under review.

7. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and has undertaken necessary measures to ensure compliance with the applicable statutory requirements for eligible employees.

GREEN INITIATIVES

The Notice convening the Annual General Meeting ("AGM") along with the Annual Report for the financial year 2025-26 is being sent to the Members in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The documents are being sent electronically to Members whose email addresses are registered with the Company/Registrar and Transfer Agent or their respective Depositories. In accordance with the applicable regulatory requirements, the Company will also dispatch a letter providing the

web-link and other requisite information relating to the Notice of AGM and Annual Report to those Members whose email addresses are not registered with the Company/Depositories. The Notice of AGM and Annual Report for FY 2025-26 will also be available on the Companys website at www.mahickra.com.

CAUTIONARY STATEMENT

The annual report including those which relate to the directors report, management discussion and analysis report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, investors and business partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Mahickra family.