Mahickra Chemicals Ltd Directors Report

Dear Members,

Mahickra Chemicals Limited (the "Company" or "Mahickra")

Your Board of Directors of the Company ("Board") are pleased to present the Eighth (8^th) Annual Report of your Company on the business, operations and performance along with Audited Financial Statements for the financial year ended March 31,2025.

Financial Highlights

The Audited Financial Statements of your Company as of March 31,2025 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of the Companies Act, 2013 ("Act").

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	8815.78	7191.68	8815.78	7191.69
Other Income	262.38	227.13	262.38	227.13
Total Revenue	9078.16	7418.81	9078.16	7418.82
Earnings Before Interest, Depreciation and Amortization Expense and Taxes	511.72	294.14	511.90	294.16
Less:- A) Finance Cost	129.23	116.30	129.23	116.30
Less:- B) Depreciation and Amortization Expense	29.90	27.57	29.90	27.57
Profit / (Loss) before Extra Ordinary Items and tax	352.59	150.27	352.77	150.29
Add/(Less): Extra-Ordinary Item	-	-	-	-
Profit/(Loss) after Extra Ordinary Items and before tax	352.59	150.27	352.77	150.29
Total Tax Expense	99.43	42.85	99.43	42.85
Share of Associates Profit	(0.09)	(0.11)	-	-
Profit / (Loss) After Tax	253.25	107.32	253.34	107.44
Earnings Per Share Basic / Diluted (Amount in )	3.12	1.32	3.12	1.32

Performance Review & State of Companys Affairs:

• The reactive dye industry in FY 2024-25 is continuing to operate in a challenging environment, with some cost pressures and volatile behavior in the market, in consideration of uncertain rainfall patterns that are affecting production schedules and supply chain efficiency globally While some prices of raw materials seem somewhat stabilized from a year ago, high input prices and fluctuations in the prices of certain key chemicals remain a concern for every business. The uncertainties regarding global trade, namely the ongoing conflict between Russia and Ukraine, strife in the Middle East, and high shipping costs, have all affected competitiveness in export markets. As domestic demand showed some signs of recovery,

low export orders, extended credit cycles, and working capital constraints continue to squeeze the margins of the industry In this dynamic scenario, companies are focusing on operational efficiency, prudent inventory management, and strategic market diversification to sustain some growth and resilience.

• Standalone:

Your Company apprehends a remarkable growth in revenue from operations during the period under review, amounting to . 8,815.78 lakhs in FY 2024-25 as compared to . 7,191.69 lakhs in FY 2023-24, showing its ability to grow the business despite market headwinds. The Profit After Tax (PAT) attributable to shareholders grew to . 253.34 lakhs in FY 2024-25, higher than just .107.44 lakhs in the previous year, suggesting better operational performance and cost management. This was achieved under very competitive circumstances, which confirm the resilience, adaptability, and focus of the Company toward strengthening its market position.

• Consolidated:

Pursuant to the provisions of Section 129 and 134 of the Act read with Rules framed there under and pursuant to Regulation 33 of Listing Regulations, your Company has prepared consolidated financial statements of the Company and its Associate i.e. RCN Specialities Private Limited (CIN: U24290GJ2022PTC131058).

During the year under review, your Company delivered strong performance with Revenue from operations increased to Rs. 8,815.78 lakhs in FY 2024-25 from 7,191.68 lakhs in FY 202324. The Profit After Tax (PAT) attributable to the shareholders more than doubled, reaching Rs. 253.25 lakhs in FY 2024-25 as compared to Rs. 107.32 lakhs in FY 2023-24, reflecting enhanced operational efficiency and improved business outcomes.

The above data has been extracted from the Audited Standalone and Consolidated Financial Statements prepared in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Act and the relevant provisions of the Act, as applicable.

Your directors are hopeful that the performance of the Company will further improve in the coming years.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

Your Company has one associate company i.e. RCN Specialities Private Limited as on March 31,2025.

The consolidated financial statements are also being presented in addition to the standalone financial statements of the Company in this Annual Report. Further, the report on the performance and financial position of associate, as applicable and the salient features of their Financial Statements in the prescribed Form AOC-1 are annexed to this Report as Annexure-D.

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

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31,2025, there has been no change in the Companys nature of business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

INSURANCE

Your 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

A detailed review of the operations, performance and future prospects of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report as Annexure - E.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, there has been no change in the Capital Structure of the Company.

a) Authorized Capital:

. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11,00,000 (Eleven Lakhs) Equity Shares of Rupees 10 /- each.

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

. 8,12,21,600/- (Rupees Eight Crore Twelve Lakhs Twenty-One Thousand Six Hundred Only) divided into 81,22,160 (Eighty-One Lakh Twenty-Two Thousand One Hundred Sixty) Equity Shares of Rupees 10 /- each

DIVIDEND

During the year, the Company declared and paid an Interim Dividend of . 0.20 per equity share of face value . 10 each for the financial year 2024-25, amounting to a total payout of . 16.24 lakhs from the profits of the Company. This decision underscores your Companys commitment to rewarding shareholders for their continued trust and support. In view of this interim distribution, the Board has decided not to recommend any final dividend for the year, considering that the interim payout appropriately reflects the Companys financial performance while aligning with its strategy to balance shareholder returns and reinvestment for future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under, the Company was not required to transfer the equity shares/unclaimed dividend to Investor

Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act. The details of unpaid / unclaimed divided is as under:

Sr. No.	Financial Year	Date of Declaration of Dividend	Dividend per Equity Share (in Rs.)	Due date for transfer unclaimed / unpaid amount to IEPF	Unclaimed Amount as on March 31, 2024 (After TDS deduction)
1.	2022-23	February 23, 2023	0.65/-	March 22, 2030	24,710
2.	2023-24	December 15, 2023	0.30/-	January 14, 2031	11,404
3.	2024-25	March 13, 2025	0.20/-	April 12, 2032	7,603

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the operating

management and after due enquiry, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 true and fair view of the state of affairs of the Company at the end of the financial year 2025 and of the profit or loss of the Company for the year for the same 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 irregularities;

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

e) they have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the financial year ended March 31,2025;and

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

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL

• BOARD COMPOSITION

Your Companys Board is structured with an optimal mix of independent, executive, and non-executive members, ensuring balanced and impartial decision-making on matters of performance and strategy. It plays a vital role in guiding board deliberations and shaping the Companys direction. Comprising distinguished professionals with extensive experience and expertise across diverse industries, the Board brings valuable

perspectives to the governance process. As of March 31,2025, the Board consists of six (6) directors - three (3) serving as Executive Directors and three (3) as Non-Executive Independent Directors. The tenure of the Independent Directors fully complies with the requirements of the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to Section 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors of the Company at the end of Financial Year 2024-25:

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	17,85,623
Mrs. Komal M. Gandhi Whole-Time Director (DIN: 02137805)	Promoter Executive	13/11/2017	9,56,113
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, 2025, 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 31,2025, 5 (Five) meetings of Board of Directors of the Company.

The intervening gap between the Meetings was within the period prescribed under the Act.

The following meetings of the Board of Directors were held during the financial year ended March 31,2025:

Sr. No.	Date of Board	Name of Directors
	Meeting	Mitesh Kumar Gandhi	Ashish Kumar Gandhi	Komal Mitesh Kumar Gandhi	Amisha Fenil Shah	Basari Mehta	Niren Desai
1.	18/05/2024	Yes	Yes	Yes	Yes	Yes	Yes
2.	27/08/2024	Yes	Yes	Yes	Yes	Yes	Yes
3.	24/10/2024	Yes	Yes	Yes	Yes	Yes	Yes
4.	15/02/2025	Yes	Yes	Yes	Yes	Yes	Yes
5.	13/03/2025	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

• RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act read with Rules and the Articles of Association of the Company, Mrs. Komal Gandhi (DIN: 02137805) is liable to retire by rotation at the forthcoming Annual General Meeting ("AGM") and, being eligible, has offered herself for re-appointment. The Board recommends re-appointment of Mrs. Komal Gandhi for the consideration of the members of the Company at the forthcoming AGM. The relevant details including brief profile of Mrs. Komal Gandhi in terms of Regulation 36(3) of Listing Regulations, forms part to the Notice of 08^th AGM of the Company.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Your Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent

Directors maintained by the Indian Institute of Corporate Affairs. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. There have been no changes in the circumstances affecting their status as Independent Directors of the Company In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

In the opinion of the Board, all Independent Directors possess requisite qualifications, expertise, experience (including the proficiency) and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

• DISQUALIFICATIONS OF DIRECTORS

In compliance with Section 164(2) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company received Form DIR-8 from each and every Director during the financial year 2024-25 that is being reviewed. This form certifies that none of the Directors of your Company is disqualified to hold office as a director under the provisions of Section 164(2) of the Act, nor are they barred from holding the office of a director by any order of the SEBI or any such authority in accordance with SEBI letter dated June 14, 2018, and NSE circular dated June 20, 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies.

In accordance with the requirements of several Act

provisions, the companys directors have disclosed all relevant information.

• KEY MANAGERIAL PERSONNEL

In accordance with the Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of the company;

a. Mr. Mitesh Kumar Champaklal Gandhi, Chairman and Managing Director

b. Mr. Ashish Kumar Champaklal Gandhi, WholeTime Director

c. Mrs. Komal Mitesh Kumar Gandhi, Whole-Time Director

d. Mr. Kalusinh Chauhan, Chief Financial Officer

e. Ms. Sona Bachani, Company Secretary

During the year under review, Mr. Kalusinh Chauhan, Chief Financial Officer of the Company, resigned by letter dated January 20, 2025, and cited personal reasons, especially those pertaining to the betterment of his career. He was relieved of his responsibilities on January 22, 2025. In line with the Regulation 30 read with Schedule III - Para A (7C) of Part A of the Listing Regulations, he confirmed that there were no material reasons for his resignation other than those stated in his resignation letter.

After the date of closure of the financial year, the Board, in its meeting held on May 23, 2025, appointed Mr. Atul Sushil Kumar Bachhawat as Chief Financial Officer and Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013 and relevant rules made thereunder.

• MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on February 15, 2025, without the presence of Non-Independent Directors and

members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Companies Act, 2013. The following matters were, inter alia, reviewed and discussed in the meeting:

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

• Evaluated the performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting and was satisfied with the performance of the Non-Independent Directors and the Board as a whole and with the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The Independent Directors have been updated with their roles, rights and responsibilities in the Company with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Your Company endeavours, through presentations at regular intervals, to familiarise the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and issues faced by the ceramic industry. We work to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as other pertinent and important information. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.

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, four meetings of the Audit Committee were held i.e. on May 18 2024, August 27 2024, October 24 2024 and February 15 2025. 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 2024-25 are given below:

Sr. No. Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2024-25		Percentage of attendance
		Held	Attended
1. Mrs. Basari Mehta	Chairperson, Non-Executive Independent Director	4	4	100%
2. Mr. Niren Desai	Member, Non-Executive Independent Director	4	4	100%
3. Mrs. Amisha Shah	Member, Non-Executive Independent Director	4	4	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 meetings of the Nomination and Remuneration Committee were held i.e. on May 18, 2024.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2024-25 are given below:

Sr. No. Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2024-25		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 February 15 2025.

The details of the Stakeholders Relationship Committee meetings attended by its members during FY 202425 are given below:

Sr. No. Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2023-24		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 has not received any investor complaints from its shareholders

CORPORATE GOVERANCE

In line with Regulation 15(2) of the 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 .10 Crore and Net worth not exceeding .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 2024-25.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, your company has not conducted Extra-Ordinary General Meeting (‘EOGM) of the members of the Company.

POSTAL BALLOT

During the financial year ended March 31, 2025, there are 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, 2025, is available on the Companys website at www. mahickra.com.

AUDITORS:

• STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act, M/s. Piyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad were appointed as the Statutory Auditors of the Company for a term of five years from conclusion of 07^th AGM to conclusion of 12^th AGM to be held in calendar year 2029.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

The Notes to the financial statements referred in the Auditors Report are self-explanatory The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Nayan Pitroda, (ACS No. 58743, C. P No. 23912) Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2024-25.

Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2024-25 as per Section 204 of the Act, and rules made thereunder.

The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure - C and forms part of this report. The Secretarial Audit Report does not contain qualifications, reservations, adverse remarks or disclaimer.

• INTERNAL AUDITOR

Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to the recommendation of the Audit Committee of the Company, the Board of Directors has approved the appointment of M/s Ashish Sheth & Associates, Chartered Accountants, Ahmedabad, having Firm Registration Number 146184W as the Internal Auditors of the Company for the Financial Year 2024-25.

The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a periodic basis. The scope of internal audit is approved by the Audit Committee.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:

The Board of Directors not appointed Cost Auditor owing to non-applicability to appoint Cost Auditor in your Company specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are not made and maintained.

REPORTING OF FRAUD

In line with the provisions of Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Your Company has designed and implemented a process driven framework for Internal Financial Control. For the financial year ended March 31,2025, the Board is of the view that the Company has sound internal financial control system to commensurate with the nature and size of its business operations and operating effectively and there is no material weakness. Your Company has a process in place to monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps could have a material effect on the Companys operations.

These controls are designed to ensure adherence to internal guidelines, safeguard the Companys assets, prevent and detect fraud and errors, and support the accuracy, completeness, and reliability of financial reporting. Continuous technological enhancements further strengthen the effectiveness and efficiency of these controls, aligning with evolving business needs and regulatory expectations. Periodic internal audits are conducted by the Companys Internal Auditors to provide reasonable assurance on the effectiveness of the control systems and to recommend improvements aligned with industry best practices. The Audit Committee, comprising Independent Directors, regularly reviews key findings from both internal and statutory audits, monitors the implementation of corrective actions, and ensures timely mitigation of identified risks. Your Company is fully geared to implement any statutory recommendation, which may be made in this regard.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India on Board and General Meetings.

DEPOSITS

During the year under review, The Company has not accepted any deposit any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2025, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company were conducted in the ordinary course of business and on an arms length basis, in accordance with applicable regulatory requirements. There were no materially significant transactions with Promoters, Directors, Key Managerial Personnel, or other related parties that could potentially conflict with the interests of the Company. All related party transactions, were presented to the Audit Committee for prior approval. For transactions of a repetitive nature that occur in the ordinary course of business, the Company has obtained omnibus approval from the Audit Committee. In accordance with the approval, the requisite disclosures are submitted to the Committee on a quarterly basis, ensuring transparency and compliance with applicable regulatory requirements. The Policy on Related Party Transaction is hosted on the Companys website i.e. www.mahickra.com. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC- 2 is not applicable to the Company for financial year 2024-25 and hence does not form part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or

Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.

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 as contained 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

Your Company has formulated and implemented "Nomination & Remuneration policy" in compliance with the provisions of Section 178 of the Act read with the applicable rules framed thereunder. The Policy provides guidelines to the Nomination & Remuneration Committee relating to the appointment, removal & remuneration of Directors, KMPs and the Senior Management of the Company. It also provides criteria for determining qualifications, positive attributes and independence of a director. The said policy is hosted on the website of the Company i.e. www.mahickra.com.

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

Pursuant to the provisions of the Act and Listing Regulations, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment there by safeguarding the interest of the Company The performance evaluation of the Independent

Directors was carried out by the entire Board. The board also carried out an annual performance evaluation of the working of its Audit Committee, Nomination and Remuneration Committee as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management effectively manages risk using a strictly delineated framework. The company has identified the major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, financial, human, environmental, and statutory compliance.

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.

Your Company has zero tolerance for sexual harassment at workplace. Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules there under 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. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. During the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended. All eligible female employees have been extended maternity benefits in accordance with the applicable statutory requirements.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provision of Section 177 of the Act read with Regulation 22 of the Listing Regulations, your company has implemented a whistleblower policy and created the necessary vigil mechanism for directors and employees to enable the reporting of sincere concerns about improper or unethical behavior without fear of vengeance.

Your companys vigil mechanism offers sufficient protections against victimization of directors and employees who use it, as well as, in exceptional

circumstances, direct access to the chairman of the audit committee. Access to the Chairperson of the Audit Committee has never been denied to anyone. The vigil mechanism / whistle blower policy is available on the Companys website of your company

i.e. at www.mahickra.com.

During the year under review, no complaint was received from a whistleblower

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of 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.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 202425 is being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2024-25 will also be accessible at the website of the Company i.e. 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

	For & on behalf of the Board of Directors Mahickra Chemicals Limited
Date : August 21, 2025	Sd/- Mitesh Kumar Gandhi Managing Director	Sd/- Ashish Kumar Gandhi Whole-Time Director
Place : Ahmedabad	DIN: 02142361	DIN: 02142344
Registered Office: Plot No. 1209, Phase III, GIDC, Vatva, Ahm Gujarat, India	ledabad - 382445,