Mardia Samyoung Capillary Tubes Company Ltd Directors Report

To

The Members,

MARDIA SAMYOUNG CAPILLARY TUBES COMPANY LIMITED

Your directors have pleasure in presenting the 34^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March 2026.

1. FINANCIAL RESULTS

	CURRENT YEAR	PREVIOUS YEAR
	(2025-26)	(2024-25)
Revenue from Operation	7387.12	-
Other Income	0.00	276.32
Total Income	7387.12	276.32
Less: Expenditure	7038.45	156.37
Net Profit /(Loss) before Tax and extra ordinary items	348.67	119.95
Less: Extra Ordinary Items	0.00	0.00
Net Profit (Loss) before Tax	348.67	119.95
Less: Current Tax	103.84	0.00
Deferred Tax	0.00	0.00
Income Tax for Earlier years	22.23	0.00
Net Profit /(Loss) after tax	222.60	119.95
Other Comprehensive Income	0.00	0.00
Balance of Profit/(Loss)	222.60	119.95

2. PERFORMANCE

During the year Company has total revenue of Rs. 7387.12 Lakhs (Previous year Rs. 276.32 Lakhs) and Profit of Rs 222.60 Lakhs (Previous year Profit of Rs. 119.95 Lakhs).

3. SHARE CAPITAL

As at March 31, 2026, the Authorized Share Capital of the Company stood at ^80,00,00,000, comprising 8,00,00,000 equity shares of Rs.10 each. The issued, subscribed, and paid-up share capital as on that date was ^67,73,30,730, comprising 6,77,33,073 fully paid-up equity shares of Rs.10 each.

During the year under review, the Company allotted 7,25,00,000 fully convertible equity warrants on a preferential basis pursuant to the approval dated October 29, 2025. The aggregate issue size was ^97,87,50,000, with each warrant being convertible into one equity share of face value Rs.10 at an issue price of H3.50 per warrant.

Subsequent to March 31, 2026, the Company allotted equity shares pursuant to the conversion of fully convertible equity warrants. Accordingly, as on the date of this Report, the issued, subscribed, and paid- up share capital of the Company stands at ^79,44,80,730, comprising 7,94,48,073 fully paid-up equity shares of Rs.10 each. However, the trading approval from Bombay Stock Exchange w.r.t such equity shares is under process.

Your director state that no disclosure or reporting is required in respect of the following items as there were no transaction/ events on these items during the year under review:

A) Issue of equity shares with differential rights

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

4. DIVIDEND

In view of the Companys present financial conditions, your directors do not recommend any dividend for the year ended 31^st March, 2026.

There was no amount of unpaid dividend and shares liable to be transferred to IEPF during financial year 2025-26.

5. CHANGES IN NATURE OF BUSINESS

During the year under review, the Company changed the nature of its business.

Pursuant to the approval dated September 21, 2025, the Company amended its Memorandum of Association to include agricultural business as its principal business activity, while the existing main object relating to the manufacture of tubes and pipes made of steel, copper, and brass continues to remain in force.

Subsequently, pursuant to the approval dated October 29, 2025, the Company further amended its main objects to expand its scope of operations to include dealing in jewellery, bullion, and precious stones. The Company primarily conducted its business operations in the agricultural sector during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

7. DIRECTORS AND KEY MANGERIAL PERSONNEL

As of 31st March, 2026, your Companys Board had 05 members comprising of Managing Director, one Non- Executive Director and two Non- Executive Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Keyur Kirtikumar Saxsena (DIN 10777134) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

During the Financial Year, total of 26 (Twenty-Six) meetings of the Board of Directors were held.

I. BOARD OF DIRECTORS & KMP

Name	Designation
Mr. Dhaval Dharmendrabhai Joshi	Managing Director & CFO
Mr. Keyur Saxsena	Non-Executive Non-Independent Director
Mr. Ramesh Sharma	Non-Executive Independent Director
Ms. Geetika Garg	Non-Executive Independent Director
Mr. Vaibhav Khodidasbhai Jakhaniya	Company Secretary

II. APPOINTMENT / CESSATION OF DIRECTORS

Name of the Person	Designation	Appointment (w.e.f)	Cessation (w.e.f)
Mr. Jaykumar Bhaveshkumar Patel	Non-Executive Independent Director	-	06.05.2026
Ms. Sonal Vaghela	Non-Executive Independent Director	-	06.05.2026
Mr. Ramesh Sharma	Non-Executive Independent Director	06.05.2026	-
Ms. Geetika Garg	Non-Executive Independent Director	06.05.2026	-

Brief profile of the Directors who are being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

Your directors have informed your Company that they are not debarred for re- appointment/continuation as directors under applicable provisions of the Company Act, 2013. The Board recommends their appointment.

III. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

8. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of Mardia Samyoung Capillary Tubes Company Limited, state in respect of Financial Year 2025-26 that:

a) In the preparation of annual accounts for the year ended 31^st March, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material discrepancies, if any.

b) The Directors 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 loss of the Company for that period.

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

d) The Annual Accounts have been prepared on a ‘Going Concern basis.

e) The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

9. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations.

10. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once in the financial year, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

11. BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on the changes in the statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. The details of such programs are available on the website of your Company at - https://mardiasygltd.com/.

12. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors.

13. DISCLOSURE UNDER SECTION 197(2) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The Company has no employees in respect of whom the information as per Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014.

14. AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc. The Board agrees that the recommendations of the Audit Committee on any matter relating to financial and managerial including the audit report would be binding on the Board.

Based on the above and the Internal Audit System, the Audit Committee, the Board opines that the Company has adequate internal control system commensurate with the size of the Company and the nature of its business.

During the year under review, the 5 Audit Committee was held during Financial Year 2025-26.

During the year, the Audit Committee Constituted of the following persons:

Name of the Committee Member	Designation	Category
Mr. Jaykumar Patel	Non-Executive - Independent Director	Chairman
Ms. Sonal Vaghela	Non-Executive - Independent Director	Member
Mr. Dhaval Joshi	Managing Director	Member

The Audit Committee was reconstituted with effect from May 06, 2026 with the following composition:

Name of the Committee Member	Designation	Category
Mr. Ramesh Sharma	Non-Executive - Independent Director	Chairman
Ms. Geetika Garg	Non-Executive - Independent Director	Member
Mr. Dhaval Joshi	Managing Director	Member

15. NOMINATION AND REMUNERATION COMMITTEE

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith.

The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.

During the year under review, the 3(Three) Nomination and Remuneration Committee meetings was held during Financial Year 2025-26.

During the year, the Committee Constituted of the following persons:

Name of the Committee Member	Designation	Category
Mr. Jaykumar Patel	Non-Executive - Independent Director	Chairman
Ms. Sonal Vaghela	Non-Executive - Independent Director	Member
Mr. Keyur Saxsena	Non-Executive - Non-Independent Director	Member

The Nomination Remuneration Committee was reconstituted with effect from May 06, 2026 with the following composition:

Name of the Committee Member	Designation	Category
Mr. Ramesh Sharma	Non-Executive - Independent Director	Chairman
Ms. Geetika Garg	Non-Executive - Independent Director	Member
Mr. Keyur Saxsena	Non-Executive - Non-Independent Director	Member

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the Companys working or any violation of its policies. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://mardiasygltd.com/.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith.

The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc

The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints. During the year under review, the 1(One) Stakeholders Committee meeting was held during Financial Year 2025-26.

Complaints were received by the Company from the shareholders / investors during the Financial Year 2025-26 and it was resolved expeditiously and no investor complaints were outstanding as on 31st March 2026.

Name of the Committee Member	Designation	Category
Mr. Jaykumar Patel	Non-Executive - Independent Director	Chairman
Ms. Sonal Vaghela	Non-Executive - Independent Director	Member
Mr. Keyur Saxsena	Non-Executive - Non-Independent Director	Member

The Stakeholders Relationship Committee was reconstituted with effect from 30^th August, 2025 with the following composition:

Name of the Committee Member	Designation	Category
Mr. Ramesh Sharma	Non-Executive - Independent Director	Chairman
Ms. Geetika Garg	Non-Executive - Independent Director	Member
Mr. Keyur Saxsena	Non-Executive - Non-Independent Director	Member

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the Companies Act 2013, companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors and such company shall spend at least 2% of the average net profits of the companys three immediately preceding financial years. As our Company is not covered under the said provisions, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

19. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in separate section annexed herewith as "Annexure - C" and forms an integral part of this Report

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Abhishek Chhajed, partner of M/s SCS AND CO. LLP, Company Secretaries, (COP No. 15131), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" and forms an integral part of this Report.

Regarding qualifications and remarks in the Secretarial Audit Report, your Board offers the following explanation:

Secretarial Auditor Observations	Management Comments
The Company has not submitted XBRL regarding prior intimation of Board Meeting with respect to approval of financial results for the quarter ended March 31, 2025	The Company will ensure that the compliances to be made in timely manner in the near future
The Company has not published advertisement in the newspaper within 48 hours of conclusion of the meeting of the board of directors at which the financial results were approved for the quarter ended March 31, 2025 & June 30, 2025	The Company will ensure that the compliances to be made in timely manner in the near future
The Company has not submitted SDD Compliance Certificate for the quarter March 31, 2025	The Company will ensure that the compliances to be made in timely manner in the near future
The Company has not submitted Closure of Trading Window in PDF & XBRL mode for the period ended June 30, 2025	The Company will ensure that the compliances to be made in timely manner in the near future
The Company has not submitted Certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended June 30, 2025	The Company will ensure that the compliances to be made in timely manner in the near future
Delay in submission of XBRL of Change in Management of announcement dated May 25, 2026	The Company will ensure that the compliances to be made in timely manner in the near future
Delay in Appointment of a Qualified Company Secretary as Compliance Officer.	The Company will ensure that the compliances to be made in timely manner in the near future

21. AUDITORS

M/s. S K Bhavsar & Co., Chartered Accountant, (Firms Registration No. 0145880W), as the Statutory Auditors of the Company to hold office for the Financial Y ear (F.Y 2025-26) till the ensuing AGM to be held in the year 2026.

The approval of members is sought in this Annual General Meeting to appoint M/s. S K Bhavsar & Co., Chartered Accountant, (Firms Registration No. 0145880W), as the Statutory Auditors of the Company to hold office for the term of 5 (Five) Financial Years (F.Y 2026-27 to 2030-2031) from the conclusion of this AGM till the conclusion of AGM going to be held in the year 2030 at such remuneration as may be mutually decided between the Board of Directors and Statutory Auditors

CLARIFICATION TO AUDITORS REPORT

Notes on Accounts referred to by the Auditors in their report are self-explanatory and therefore do not require any further clarification.

22. COST RECORDS AND COST AUDITORS

The provision of Cost audit as per section 148 doesnt applicable on the Company.

23. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as "Annexure - A".

24. DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES

The details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 12 to Financial Statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were at arms length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required. The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link https://mardiasygltd.com/.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Personnel specially trained for this task.

II. Research on use of such component in the equipments and final product which will maximize energy conservation.

III. Proper maintenance of all machinery & other equipment and timely replacement of worn-out components.

IV. Maximum utilization of available resources.

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption and Foreign Exchange Earning and outgoing is NIL.

A. Conservation of Energy —

i. The steps taken or impact on conservation of energy: None

ii. The steps taken by the Company for utilizing alternate sources of energy: None

iii. The capital investment on energy conservation equipment: None

B. Technology Absorption -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: None

iii. ) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

iv.) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure:

Nil

28. RISK MANAGEMENT POLICY

The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board through appropriate structures that are in place at the Company.

29. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

30. LARGE ENTITY

The Board of Directors of the Company hereby confirms that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaints of workplace complaints, including complaints on sexual harassment during the year under review. OR The following is a summary of complaints received and resolved during the reporting period:

Nature of Complaints	Received	Disposed off	Pending
1. Sexual Harassment	NIL	NA	NA
2. Workplace Discrimination	NIL	NA	NA
3. Child Labour	NIL	NA	NA
4. Forced Labour	NIL	NA	NA
5. Wages and Salary	NIL	NA	NA
6. Other HR Issues	NIL	NA	NA

32. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post maternity support such as nursing breaks and flexible retum-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

35. DETAILS OF THE DESIGNATED OFFICER

Mr. Vaibhav Jakhaniya, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014 w.e.f. December 04, 2025.

36. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in the Companys shares by the Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by the designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the 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. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Companys website i.e. https://mardiasygltd.com/.

37. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the company Companys operations in the future.

38. LISTING WITH STOCK EXCHANGES:

Companies Shares are Listed on BSE Limited.

39. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their appreciation of the value, contribution, devotion and sense of commitment extended by the employees of the Company, which inspires confidence to plan for greater accomplishments in the current financial year. Your Directors would also like to place on record its sincere appreciation for the whole hearted support and contributions made by the various Banks, Central, State Government and Local bodies, Customers, Suppliers and other business associates towards conduct of efficient operations of your company.