Dear Members,
Your Directors (the "Board of Directors"/ "Board") have pleasure in presenting the Forty First (41 st ) Annual Report on the business and operations of the Mayur Leather Products Limited ("the Company") together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended March 31, 2026 (the "Financial Year").
FINANCIAL PERFORMANCE
The Companys financial performance (Standalone & Consolidated) for the year ended March 31, 2026 is summarized below:
(Rs. In Lakhs)
| Particulars | Standalone (F.Y) | Consolidated (F.Y) | ||
| Current year | Previous Year | Current year | Previous Year | |
| Total Income | 97.24 | 173.94 | 97.24 | 173.94 |
| Total Expense | 37.68 | 159.65 | 52.62 | 165.63 |
| Profit/loss before Tax | 127.37 | 9.05 | 112.44 | 3.07 |
| Less: Tax Expense Current tax | - | - | - | |
| Deferred tax | - | - | 0.04 | -0.09 |
| Short/ (excess) provision reversal | - | - | ||
| Earlier Year Tax | - | - | - | |
| MAT Credit | - | - | - | |
| Profit /loss for the year | 127.37 | 9.05 | 112.40 | 2.98 |
RESULTS OF OPERATIONS AND STATE OF AFFAIRS
?€? Standalone
At the standalone level, the total income of the Company decreased from INR 173.94 Lakh in the previous financial year to INR 97.24 Lakh in the current financial year. Despite the decrease in total income, the Company recorded a significant improvement in profitability. The Net Profit Before Tax (PBT) stood at INR 127.37 Lakh in the current financial year as against INR 9.05 Lakh in the previous financial year. Similarly, the Net Profit After Tax (PAT) amounted to INR 127.37 Lakh in the current financial year as compared to INR 9.05 Lakh in the previous financial year.
?€? Consolidated
At the consolidated level, the total income of the Company decreased from INR 173.94 Lakh in the previous financial year to INR 97.24 Lakh in the current financial year. Despite the decline in total income, the Company recorded a significant improvement in profitability. The Net Profit Before Tax (PBT) stood at INR 112.44 Lakh in the current financial year as compared to INR 3.07 Lakh in the previous financial year. The Net Profit After Tax (PAT) amounted to INR 112.40 Lakh in the current financial year as against INR 2.98 Lakh in the previous financial year.
DIVIDEND
Considering the requirement to conserve resources for future growth and business operations, the Board has decided not to recommend any dividend for the financial year ended March 31, 2026.
MATERIAL CHANGES & COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report except following mentioned below:-
?€? There was a change in the shareholding of the Promoter(s) of the Company. However, the change was not significant and did not result in any change in the control or management of the Company. The Promoter Group continues to retain control of the Company.
?€? The Board of Directors, at its meeting held on 25 August 2025, approved the proposal for alteration of Clause III (Objects Clause) of the Memorandum of Association of the Company, which was subsequently approved by the Members of the Company by way of a Special Resolution passed on 27 September 2025. The alteration was undertaken to expand the scope of the Companys business activities by including consultancy, advisory, legal and management support services, recruitment and staffing solutions, operate, and manage Business Process Outsourcing (BPO), Knowledge Process Outsourcing (KPO), Legal Process Outsourcing (LPO), IT-enabled services, training and other allied professional services. The amendment provides the Company with greater operational flexibility to explore new business opportunities and diversify its business activities while continuing its existing operations.
?€? The Board of Directors, at its meeting held on 14 August 2025, approved the shifting of the Registered Office of the Company within the local limits of the city of Jaipur. Accordingly, with effect from 1 October 2025, the Registered Office of the Company was shifted from 50 Ka 1, Jyoti Nagar, Legislative Assembly, Jaipur - 302005, Rajasthan to G-6, Ground Floor, S-25, Central Spine, Balaji Majestic, Jagatpura, Jaipur - 302025, Rajasthan. The said shift was undertaken for administrative and operational convenience and does not have any impact on the business operations or financial position of the Company.
NATURE OF BUSINESS
Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, there was no change in the nature of business carried on by the Company during the financial year 2025-26, and the Company continues to carry on its existing business. During the year under review, the Members approved the addition of certain new objects to the Object Clause of the Memorandum of Association to provide the Company with greater operational flexibility for undertaking additional business activities in the future.
The addition of these objects has not resulted in any change in the existing nature of business of the Company during the year.
This continuity reflects the resilience of the Companys business model and unwavering commitment to longterm strategic vision and objectives, ensuring sustained value creation for all stakeholders.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (the Act) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Act read with Companies (Accounts) Rules, 2014.
In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the financial statements of the subsidiary Company is available on our website i.e. www.mayurgroup.com. Any Member desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary at Mayura220488@gmail.com .
TRANSFER TO RESERVES
During the financial year, Your Company has not transferred any amount to any reserve during the financial year 2025-26. After careful consideration of the Companys future expansion plans and working capital requirements, the Board of Directors decided to retain the entire profit of Rs. 127.36 Lakh in the Statement of Profit and Loss.
SHARE CAPITAL
The Current Capital Structure of the Company is given below:
Authorized Share Capital:
The Companys authorized capital remained unchanged during the financial year. As of March 31, 2026, it stands Rs. 5,80,00,000/- (Rupees Five Crore Eighty Lakh only) consisting of 58,00,000 Equity shares of the face value of Rs. 10/- each.
Issued, Subscribed & Paid-up Share Capital:
The Companys issued, subscribed, and paid-up capital remained unchanged during the financial year. As of March 31, 2026, it stands at Rs. 4,83,48,000/- (Rupees Four Crore Eighty Three Lakh Forty Eight Thousand only) consisting of 48,34,800 Equity Shares of the face value of Rs. 10/ - each.
During the period under review, the Company has not issued any preference shares.
UNPAID & UNCLAIMED DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In compliance with Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividend transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Investor Education and Protection Fund (EPF) established under subsection (1) of section 125 of the Act.
Further, according to the IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules. Information on the procedure to be followed for claiming the dividend/shares is available on the website of the Company at www.mayurgroups.com.
DEPOSITS:
During the year ended March 31, 2025 the Company has neither accepted, nor renewed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014
During the financial year 2025-26, The Company has not taken any unsecured loan from its director and relative of the director.
PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES
During the year under review, pursuant to Section 186 (11) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of Loan given, Guarantees given and Investments made and securities provided along with the purpose for which the loan or guarantee, security provided to be utilized by the receipt are provided in the audited Financial statements of the Company read with notes on accounts forming part of the financial statements.
INFORMATION ABOUT HOLDING / SUBSIDIARIES / TOINTLY CONTROLLED OPERATIONS / ASSOCIATE COMPANY
As on March 31, 2026, the Company has one subsidiary, namely Mayur Global Private Limited. During the year under review, the Company did not have any associate company or joint venture. Further, the Company does not have any holding company as on March 31, 2026.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary company in Form AOC-1 forms part of this Annual Report as Annexure-I.
Comprehensive audited financial statements and related reports for subsidiary are accessible on our website at www .mayurgroups.com,
The Company provides ongoing financial support to its subsidiaries through various mechanisms, including equity and loan investments.
During the financial year, the Company did not have any material subsidiary.
The Policy for Determining Material Subsidiaries is also available on the website of the Company and can be accessed at www.mayurgroups.com.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the Act and the Listing Regulations, the Board has completed a formal annual evaluation of its own performance, its committees, and individual Directors, including the Independent Directors.
The evaluation was conducted through structured questionnaires designed in accordance with the SEBI Guidance Note on Board Evaluation, Section 178 (read with Schedule IV) of the Act, and the ICSI Guidance Note on Board Evaluation. This methodology ensures a multi-dimensional assessment of Board effectiveness and leadership.
Pursuant to the provisions of the Companies Act, 2013, the Board of Directors of the Company has carried out an annual evaluation of its own performance, committees of the Board and individual directors. The performance evaluation of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board of Directors and the Nomination and Remuneration Committee evaluated the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2025-26, the Board of Directors of the Company was duly constituted with an optimum balance of Executive Directors, Non-Executive Directors and Independent Directors (Including Women Director).
At Present, Mayurs Board consists of 8 (Eight) Directors including 1(One) Executive Directors, 7 (Seven) Non-Executive Director out of which 3 (Three) Independent Directors (including two are Independent Woman Directors).
The composition of the Board of Directors of the Company is in compliance with the provisions of Section 149 of the Companies Act, 2013 ("the Act"). The Board comprises an optimum combination of Executive and Non-Executive Directors, including Independent Directors and two Woman Director, thereby ensuring an appropriate balance in the Boards functioning.
All the Directors show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by a NonExecutive Chairperson. Chairperson takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.
The Composition of board and KMPs of the company as on March 31, 2026 was as follows:-
| Sr. No. | Name | Designation | DIN/PAN |
| 1. | Rajendra Kumar Poddar | Chief Executive Officer (CEO) & Non Independent Director | 00143571 |
| 2. | Amita Poddar | Non-Executive Non Independent Director & Chairperson | 00143486 |
| 3. | Manish Bihani | Non-Executive Non Independent Director | 03466971 |
| 4. | Poonam Khetan | Non-Executive Non Independent Director | 09767250 |
| 5. | Raj Gopal Sarda | Non-Executive Non Independent Director | 00530556 |
| 6. | Jyoti Soni | Non-Executive, Independent Director | 10710046 |
| 7. | Anjali Sharma | Director (Non-Executive, Independent Director) | 10820207 |
| 8. | Vitthal Nawandhar | Director (Non-Executive, Independent Director) | 07328750 |
| 9. | Monu Toshniwal | Whole Time Company Secretary Cum Compliance Officer | A26167 |
| 10. | Akhilesh Poddar | Chief Financial Officer (CFO) | ANTPP3340A |
APPOINTMENTS, RE-APPOINTMENTS AND RESIGNATIONS:
During the year under review, Following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:> Resignation of Mr. Sharad Vyas (DIN: 09088517) from the position of Non-executive Independent Director of the Company with effect from October 13, 2025.
> Resignation of Ms. Vishali Goyal from the position of Whole-time Company Secretary and Compliance Officer of the Company with effect from October 13, 2025.
> Appointment of Ms. Monu Toshniwal (Membership No. A26167) as the Whole-time Company Secretary and Compliance Officer of the Company with effect from October 25, 2025.
> Appointment of Ms. Anjali Sharma (DIN: 10820207) as a Non-executive Independent Director of the Company w.e.f on September 27, 2025 for her first term of 5 (five) consecutive years commencing from September 27, 2025 up to September 26, 2030.
> Appointment of Mr. Vitthal Nawandhar (DIN: 07328750) as a Non-executive Independent Director of the Company w.e.f. on September 27, 2025 for his first term of 5 (five) consecutive years commencing from September 27, 2025 up to September 26, 2030.
> Appointment of Mr. Raj Gopal Sarda (DIN: 00530556) as a Non-Executive Non-Independent Director of the Company with effect from September 27, 2025.
> Appointment of Ms. Poonam Khetan (DIN: 09767250) as a Non-Executive Non-Independent Director of the Company with effect from September 27, 2025.
> Appointment of Mr. Manish Bihani (DIN: 03466971) as a Non-Executive Non-Independent Director of the Company with effect from September 27, 2025.
RETIREMENT BY ROTATION
Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and relevant clauses of the Articles of Association of the Company, Mr. Rajendra Kumar Poddar (DIN: 00143486) Executive and Non Independent Director and Manish Bihani (DIN: 03466971), Non-Executive, Non Independent Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered themselves for re-appointment. The NRC and the Board has recommended those re-appointment at the ensuing Annual General Meeting.
Further, as per the requirements of Regulation 36 of the Listing Regulations and SS-2 issued by the ICSI, a brief resume of the directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.
The appointment of Directors is recommended by the Nomination and Remuneration Committee (NRC) on the basis of requisite skills, proficiency, experience and competencies as identified and finalized by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.
The brief profile of Directors is available on the website of the Company at www.mayurgroups.com.
We affirm that none of the Directors serving on the Board of the Company has been debarred or disqualified from holding office as a Director by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs (MCA) or any other regulatory or statutory authority
BOARD MEETINGS
During the Financial Year 2025-26, the Company held Six (06) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.
Frequency and quorum at these meeting and the intervening gap between any two meetings was in conformity with the provisions of the Companies Act and Secretarial Standard-1 issued by The Institute of Company Secretaries of India and the SEBI Listing Regulations.
The detail of board meeting held and the attendance of the Directors during the financial year 2025-26 were given below:-
| S.N. | Date of Meeting | Board Strength | No. of Directors Present |
| 1. | 29.05.2025 | 4 | 4 |
| 2. | 30.05.2025 | 4 | 4 |
| 3. | 14.08.2025 | 4 | 4 |
| 4. | 25.10.2025 | 8 | 8 |
| 5. | 14.11.2025 | 8 | 8 |
| 6. | 14.02.2026 | 8 | 8 |
RESOLUTION BY CIRCULATION
During the year, The Company has not passed any resolutions by circulation. COMMITTEES OF THE BOARD
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas or activities as mandated by applicable regulations which need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board, as part of good governance practices.
The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meeting of all Committees are placed before the Board for review and noting. The Board Committees can request special invitees to join the meeting, as appropriate.
The Board has constituted the following Committees: -
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee.
AUDIT COMMITTEE
The Committee is governed by the regulatory requirements mandated by the section 177 of the Act read with Rule 6 of the companies (Meeting of board and its power) rules, 2014.
As on October 25, 2025, the Board of Directors approved the reconstitution of the Audit Committee. Mr. Sharad Vyas (DIN: 09088517), who was serving as a member of the Audit Committee and Non-Executive Independent Director of the Company, resigned from the position of Non-Executive Independent Director with effect from October 13, 2025. Consequently, Mr. Vitthal Nawandhar (DIN: 07328750), Non-Executive Independent Director of the Company, was appointed as a member of the Audit Committee.
This reconstitution was undertaken to ensure that the Committee to function effectively and in compliance with all relevant statutory and regulatory requirements.
Following this reconstitution, the composition of the Audit Committee is fully aligned with the requirements of Section 177 of the Act, which mandates a balanced and proficient team to oversee the companys financial reporting processes, audit functions, and internal controls.
The Composition of the Audit Committee of the company as on March 31, 2026 is as follows:
| Name of the Director | Position held in the Committee | Category of Director |
| Jyoti Soni | Chairman | Non-Executive Independent Director |
| Amita Poddar | Member | Non-Executive Non Independent Director |
| Vitthal Nawandhar | Member | Non-Executive Independent Director |
During the year under review Four (4) meetings of Audit Committee were held. The gap between two meetings did not exceed one hundred and twenty days.
Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:
| S.N. | Date of Meeting | Board Strength | of Directors Present |
| 1. | 29.05.2025 | 3 | 3 |
| 2. | 14.08.2025 | 3 | 3 |
| 3. | 14.11.2025 | 3 | 3 |
| 4. | 14.02.2026 | 3 | 3 |
During the year under review, the recommendations made by the Audit Committee were accepted by the Board. NOMINATION AND REMUNERATION COMMITTEE
The Committee is governed by the regulatory requirements mandated by the section 178 of the Act Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014.
The Nomination and Remuneration Committee ("NRC" or "the Committee") is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning, appointment, remuneration for both internal and external appointments.
As on October 25, 2025, the Board of Directors approved the reconstitution of the Nomination and Remuneration Committee. Mr. Sharad Vyas (DIN: 09088517), who was serving as a member of the Nomination and Remuneration Committee and Non-Executive Independent Director of the Company, resigned from the position of Non-Executive Independent Director with effect from October 13, 2025. Consequently, Mr. Vitthal Nawandhar (DIN: 07328750), Non-Executive Independent Director of the Company, was appointed as a member of the Nomination and Remuneration Committee.
Following this reconstitution, the composition of the Committee is fully aligned with the requirements of Section 178 of the Act, This alignment ensures that the Committee is well-equipped to address key issues related to board appointments and executive compensation, thereby supporting the companys objectives and fostering a culture of accountability and transparency.
The Composition of the Nomination and Remuneration Committee of the company as on March 31, 2026 is as follows:
| Name of the Director | Position held in the Committee | Category of Director |
| Jyoti Soni | Chairman | Non-Executive Independent Director |
| Amita Poddar | Member | Non- Executive Non Independent Director |
| Vitthal Nawandhar | Member | Non- Executive Independent Director |
During the year under review Two (2) meetings of NRC Committee were held.
Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:
| S. N. | Date of Meeting | Board Strength | No. of Directors Present |
| 1. | 14.08.2025 | 3 | 3 |
| 2. | 25.10.2025 | 3 | 3 |
During the year under review, the recommendations made by the Committee were accepted by the Board. NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Nomination and Remuneration Policy which lays down a framework in relation to criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management of the Company along with their remuneration and other related matters. The Nomination and Remuneration Policy of the Company is available at Companys website and may be accessed at www.mayurgroups.com.
The NR Policy, delineates the clear and transparent framework for the appointment, re-appointment and remuneration of key personnel, ensuring a thorough evaluation of several factors such as professional qualifications, relevant industry experience, positive attributes and performance assessments. Furthermore, it aligns remuneration with the scope of responsibilities, industry benchmarks, and the Companys long-term strategic objectives and financial health.
Remuneration decisions are the result of a strategic review process, ensuring they remain market-competitive while staying closely aligned with the Companys vision and values. These structures are designed to incentivize performance and drive sustainable value creation for all the stakeholders.
Performance Evaluation Criteria for Independent Directors:
As per the provisions of the Act and Listing Regulations, the Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of the Independent Directors. Performance evaluation of the Independent Directors was carried out by the Board and NRC, except the Director being evaluated, as per the Nomination and Remuneration Policy of the Company.
The NRC has devised a criteria for performance evaluation of the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter-se between Board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, integrity and maintenance of confidentiality, implementing best corporate governance practice etc., exercising independent judgment during board deliberations on strategy, performance, risk management, reporting on Frauds, compliance with the policies of the company etc., which is in compliance with guidance note issued by the Securities and Exchange Board of India and Institute of Company Secretaries of India and other applicable laws, regulations and guidelines.
Criteria for determining qualifications, positive attributes and independence of a director
In terms of the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Committee has formulated the criteria for determining qualifications, positive attributes and independence
of Directors. The key features of which are as follows:
?€? Qualifications - The Board nomination process encourages diversity of experience, thought, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
?€? Positive Attributes - Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
?€? Independence - A Director will be considered independent if he/ she meets the criteria laid down in Section 149 (6) of the Companies Act, 2013, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended from time to time.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee is governed by the regulatory requirements mandated by the section 178 of the Act and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.
The role of Stakeholders Relationship Committee ("SRC" or "the Committee") primarily includes overseeing redressal of shareholder and investor grievances, ensuring expeditious share transfer process and evaluating performance and service standards of the Registrar and Share Transfer Agent of the Company.
As on October 25, 2025, the Board of Directors approved the reconstitution of the Stakeholders Relationship Committee. Mr. Sharad Vyas (DIN: 09088517), who was serving as a member of the Stakeholders Relationship Committee and Non-Executive Independent Director of the Company, resigned from the position of Non-Executive Independent Director with effect from October 13, 2025. Consequently, Mr. Vitthal Nawandhar (DIN: 07328750), Non-Executive Independent Director of the Company, was appointed as a member of the Stakeholders Relationship Committee.
The Composition of the Stake Holder Committee of the company as on March 31, 2026 is as follows:
| Name of the Director | Position held in the Committee | Category of Director |
| Jyoti Soni | Chairman | Non- Executive Independent Director |
| Amita Poddar | Member | Non- Executive Non Independent Director |
| Vitthal Nawandhar | Member | Non- Executive Independent Director |
During the year under review one (1) meetings of the Committee was held wherein due quorum was present for the meeting and the notice of Board meeting was given to all the Members. Following is the detail of the attendance of each of the members of the SRC Committee at its Meeting held during the year under review:
| S.N. | Date of Meeting | Board Strength | No. of Directors Present |
| 1. | 14.02.2026 | 3 | 3 |
During the year under review, the recommendations made by the Committee were accepted by the Board.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Companys Independent Directors meet at least once in every financial year without the presence of executive directors or management personnel. Such meetings are conducted formally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views.
The Independent Directors take appropriate steps to present their views to the Chief Executive Officer.
During the financial year 2025-26, 1 (One) meeting of the Independent Directors was held on November 14, 2025.
The detail of the meeting of the Independent Directors and the attendance of Independent Directors at the meeting for the financial year 2025-26 is given below:
| Name of the Director | Position held in the Committee | Category of Director |
| Jyoti Soni | Chairperson | Non- Executive Independent Director |
| Anjali Sharma | Member | Non- Executive Independent Director |
| Vitthal Nawandhar | Member | Non- Executive Independent Director |
| S.N. | Date of Meeting | Board Strength | No. of Directors Present |
| 1. | 14.11.2025 | 3 | 3 |
The Independent Directors met inter-alia, to:
?€? Review the performance of the Non-Independent Directors and the Board as a whole.
?€? Review the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors of the Company.
?€? Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.
RESIGNATION OF INDEPENDENT DIRECTOR BEFORE EXPIRY OF TERM
During the Financial Year under review, Mr. Sharad Vyas (DIN: 09088517), Non-Executive Independent Director of the Company, resigned from his office with effect from October 13, 2025, prior to the completion of his tenure of five (5) consecutive years, commencing from July 20, 2024 and ending on July 19, 2029, due to his other professional commitments.
The Board of Directors places on record its appreciation for the valuable guidance, support and contributions made by Mr. Sharad Vyas during his tenure with the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
In accordance with the provisions of Section 149( 7) of the Act and Regulation 25( 8) of the Listing Regulations, the Company has obtained requisite declarations from all the Independent Directors, affirming that they meet the criteria of independence.
Each Independent Director has affirmed that they:
?€? fulfil the criteria of independence, as specified under Section 149( 6) of the Act and Regulation 16( 1) (b) of the Listing Regulations.
?€? have complied with the requirements of Regulation 25( 8) of the Listing Regulations.
?€? are not disqualified from being appointed, reappointed or continuing as an Independent Director under the statutory requirements of the Act or the Listing Regulations.
?€? have complied with the registration requirements of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), as applicable.
The Independent Directors of the Company strictly adhere to the Code for Independent Directors, as outlined in Schedule IV of the Act. Based on these declarations received from the Independent Directors, the Board has evaluated and confirmed that all Independent Directors remain independent of the management and are in full compliance with the relevant statutory provisions.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company places substantial emphasis on the orientation and familiarization of its Independent Directors, to ensure they possess the insights required to discharge their duties effectively. The Company conducts comprehensive familiarization programs covering the Companys operations, governance framework and evolving regulatory landscape.
To ensure ongoing alignment with the Companys progress, the Board and its Committees receive regular presentations on operational performance, market dynamics, and the evolving regulatory landscape. These updates empower Independent Directors to exercise objective judgment and provide strategic guidance within the current business environment.
In accordance with the Listing Regulations, details of the familiarization programs conducted during the year are available on Companies website at: www.mayurgroups.com .
CORPORATE SOCIAL RESPONSIBITY COMMITTEE
As per the provision of Section 135 of the Companies Act 2013, the company is not required formulate and implement any CSR policy.
Further, The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute a Corporate Social Responsibility Committee.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that:
> In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
> The directors had 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 as at March 31, 2026 and of the loss of the Company for that period;
> The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
> They had prepared the annual accounts on a going concern basis and the Board recognizes that these conditions, along with other matters outlined in the Auditors note, give rise to a material uncertainty that could cast significant doubt on the Companys ability to continue as a going concern but Board assures that company will overcome these challenges in near future.
> The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
> The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has adopted Whistle Blower Policy for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.
The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the applicable SEBI Regulations, to provide a formal mechanism to the Directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct or ethics.
The Whistle Blower Policy provides adequate safeguards against victimization of Directors, employees and stakeholders who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. During the year, no personnel of the Company was denied access to the Chairman of the Audit Committee.
The Vigil Mechanism /Whistle Blower Policy is available on website of the Company and may be accessed at www.mayurgroups.com .
AUDITORS AND AUDITORS REPORT
STATUTORY AUDITORS
M/s. Jain Paras Bilala & Co., Chartered Accountants (Firm Registration No. 011046C), were appointed as the Statutory Auditors of the Company at the 38th Annual General Meeting held on September 21, 2024, for a term of five (5) consecutive years commencing from the Financial Year 2023-2024 and continuing up to the Financial Year 2027-2028.
However, M/ s. Jain Paras Bilala & Co., Chartered Accountants, resigned from the office of Statutory Auditors of the Company with effect from August 13, 2026. Consequently, pursuant to the applicable provisions of the Companies Act, 2013, the Board of Directors has recommended to the members ion the ensuing 41 st annual general meeting, the appointment of M/ s YG & ASSOCIATES, Chartered Accountants, (FRN:025444C), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the existing Statutory Auditors and will hold office for the first term of five (5) consecutive financial years to hold office from the conclusion of this 41 st Annual General Meeting of the Company till the conclusion of the 46 th Annual General Meeting of the company.
The proposed appointment of M/s YG & ASSOCIATES, Chartered Accountants , (FRN:025444C), shall be subject to the approval of the Members at the ensuing Annual General Meeting and shall be for such term and on such remuneration as may be determined in accordance with the applicable provisions of the Companies Act, 2013.
The Report given by the Statutory Auditors on the financial statement of the Company for the financial year ended 31st March, 2026, forms part of this Report.
AUDITORS REPORT:
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. Further, the notes to accounts referred to in the Auditors Report are self- explanatory, except following:
| Sr. No | Auditors qualifications, reservations or adverse remarks or disclaimer in the Auditors Report | Boards comments on qualifications, reservations or adverse remarks or disclaimer of the Auditors |
| 1. | Bank statements not on Records for following Bank accounts: During the course of audit Company has not provided bank statement and | The Company has noted the observation of the Statutory Auditors |
confirmation of the current status of the following bank accounts:
| S.No. | Particulars | Amount (in Rs.) |
| 1 | PNB New Delhi | 553 |
| 2 | SBBJ ICD Jaipur | 71,684 |
| 3 | MLP Gratuity Fund | 10,000 |
| 4 | Unpaid Dividend account (Various A/c) | 4,26,622 |
In the absence of bank statements and related documents, we are unable to verify the existence, completeness and accuracy of the above bank accounts and consequential impact if any.egarding nonavailability of bank statements andonfirmations for certain bank accounts. The Company is in the process of obtaining the requisite records and reconciling the balances, wherever required.
| 2. Continued Recognition of Auctioned Land & Building along with | The Company has noted the observation of the Statutory Auditors regarding the continued recognition of the auctioned Land & Building and the related borrowings. The matter is pending adjudication before the DRT. The Company is in the process of obtaining the requisite legal and supporting documents and will take appropriate accounting and other consequential actions based on the outcome of the proceedings. |
| Corresponding Liability and Disposal of Other Fixed Assets: | |
| The Companys borrowings from Canara Bank were classified as NonPerforming Assets (NPA) by the Bank in February 2023 due to non-payment of dues. Subsequently, the Bank auctioned the collateral securities and adjusted the sale proceeds against the outstanding borrowings of the Company. | |
| The Company has challenged the said auction proceedings before the Debt Recovery Tribunal (DRT). Pending the final outcome of the matter, the Company has continued to recognise the amount adjusted by the Bank against the outstanding dues as a liability under "Non-current Borrowings" in the Standalone Balance Sheet. Further, the Company continues to recognise Land & Building amounting to Rs. 155.16 lakhs and continues to charge depreciation/ amortization thereon, notwithstanding that such assets were auctioned by Canara Bank pursuant to the classification of the borrowings as NPA. | |
| However, the Company has not provided us with any legal opinion or other sufficient appropriate evidence supporting the continued recognition of the aforesaid assets pending the final adjudication of the matter. Further, in the absence of bank statements relating to the NPA accounts, we were unable to verify the correctness of outstanding borrowing balance recognised by the Company. | |
| It has also been observed that during the financial year ended March 31, 2026, the Company disposed of substantially all of its fixed assets for an aggregate sale consideration of Rs. 166.73 lakhs. However, since these fixed assets were charged to Canara Bank and no no-dues certificate, NOC, or charge satisfaction documents have been provided to us for verification, we are unable to comment on the validity and implications of such disposal and the consequential impact thereof, if any, on the financial statements. | |
| 3. Non-transfer of Unpaid Dividend to IEPF (Investor Education and Protection Fund): | The Board is in the process of reconciling the unclaimed dividend amounts pertaining to FY 2013 14, 2014-15 and 2015 16 and necessary steps shall be taken to transfer the same to the Investor Education and |
| As per the provisions of Section 125 of The Companies Act, 2013, the amount which remained unclaimed and unpaid for a period of seven years or more from the date it became due for payment should be transferred to Investor Education and Protection Fund. During the course of audit, we have observed that unclaimed dividend pertaining to FY 2013-14(Final Dividend), 2014-15 (Final & Interim Dividend) & 2015-16 (Final & Interim Dividend) has not been | |
| transferred to Investor Education and Protection Fund and also no provision for consequential financial impacts has been made in books of accounts for non-compliance of the Act. | Protection Fund in compliance with the provisions of Section 125 of the Companies Act, 2013. |
| 4. Non-disclosure of calculation related to Deferred Tax Liability: | The Company has noted the observation of the Statutory Auditors regarding the deferred tax liability of Rs. 14.30 lakhs. The Company is in the process of reviewing and reconciling the underlying calculations and supporting details and will make necessary adjustments, wherever required, in accordance with the applicable accounting standards. |
| Deferred tax liability amounting to Rs.14.30 lakhs has been recognized in the books of accounts as on March 31, 2026. However, the requisite details outlining the basis for the recognition of such deferred tax liability, including the specific timing differences and corresponding line items to which the liability pertains, have not been provided for our verification. | |
| In the absence of sufficient and appropriate review evidence regarding the composition of the deferred tax liability, we are unable to comment on its reliability or appropriateness of the said liability. We are also unable to determine further creation or reversal of deferred tax during the current financial year. | |
| 5. Non-Compliance of IND AS -19 - Employee Benefits: | The Board acknowledges the observation and will ensure that the actuarial valuation for Gratuity and Leave Encashment as per IND AS-19 is obtained and incorporated in the financial statements in the subsequent period. |
| Company has not complied with valuation methodology as laid down in IND AS -19 as company has failed to provide actuarial valuation of the Gratuity and Leave Encashment payable as required under IND AS-19. | |
| In the absence of such valuation, we are unable to comment on the accuracy and completeness of employee benefit liabilities recognized in the financial statements | |
| 6. Expected Credit Loss (ECL) IND AS 109 and No records of confirmations related to Assets & Liabilities: | The Company has noted the observation of the Statutory Auditors regarding nonavailability of balance confirmations and assessment of Expected Credit Loss (ECL) under Ind AS 109. The Company is in the process of reviewing and reconciling the outstanding balances and shall undertake the necessary ECL assessment and make appropriate adjustments, wherever required, in accordance with the applicable accounting standards. |
| Company has not provided any balance confirmation of the Trade Receivables amounting Rs. 35.98 lakhs, Loans and advances amounting Rs. 363.09 lakhs, Other Current & Non-Current Assets amounting Rs. 21.91 lakhs, Other financial assets amounting to Rs. 222.30 lakhs, Trade Payables amounting Rs. 220.55 lakhs, Non-Current Borrowings amounting Rs. 370.29 lakhs, Other Financial Liabilities amounting Rs. 10.80 lakhs, Other Current & Non-Current liabilities amounting Rs. 258.49 lakhs. Therefore, we are unable to comment on the consequential impact of the same if any on the statement because of uncertainty about recoverability of amount from Trade Receivable, Loan and advances & other Current Assets neither there are any confirmations regarding the liabilities standing to the credit for payment to be made as on March 31, 2026. Due to the prevailing uncertainties regarding the recoverability and settlement of these balances, and in the absence of a formally documented Expected Credit Loss (ECL) policy to assess the collectability of such balances no ECL has been created on any of these assets, so we are unable to ascertain the potential impact of these factors on the financial statements. | |
| 7. Valuation for Investment in Subsidiary company: | The Board acknowledges the observation and will ensure that the fair valuation of the investment in Mayur |
| The Company holds 13,56,000 equity shares in its subsidiary, Mayur Global Private Limited. However, no fair valuation of this investment has been performed in accordance with the relevant accounting framework, including | |
| Ind AS 27 - Separate Financial Statements and Ind AS 113 - Fair Value Measurement. Consequently, we are unable to assess the appropriateness of the carrying value of this investment. | Global Pvt. Ltd. is conducted and appropriately reflected in the financial statements in the subsequent period. |
| 8. Doubtful Recovery of Security deposits: | The Board acknowledges the observation regarding the security deposits and the associated uncertainty due to the auction of the hypothecated land by Canara Bank. Efforts are underway to assess the recoverability of these deposits and address any outstanding dues to the respective parties. |
| Company has given security deposits of Rs. 34.75 Lakhs shown as part of Other Non-Current Financial Asset of the Financial Statements. These security deposits were made to different parties such as RIICO, JVVNL or BSNL Etc. These Security deposits were made for different utilities available on the land owned by the company and hypothecated to Canara bank for advance purpose. | |
| This hypothecated land has been sold by Canara Bank through auction process after company was declared NPA by the bank. Also, company has not made payment of its dues to these parties, so there arises uncertainty about its recoverability and no provision regarding the same has been made by the company. | |
| Given these circumstances, and the absence of any provision, the recognition of these deposits appears to be inconsistent with the requirements of Ind AS regarding impairment and asset recoverability. | |
| 9. Valuation of Inventory & Physical Verification: | The Board acknowledges the observation and is committed to ensuring proper valuation and physical verification of raw materials in subsequent periods to enhance accuracy and compliance in financial reporting. |
| Company is not having any records which shows that inventories has been physically verified by the management. In the absence of physical verification and related records, we are unable to comment on the accuracy, completeness, and valuation of inventory balances of Rs. 67.35 Lakhs reported in the financial statements as at the reporting date. | |
| 10. Non reconciliation for amount appearing under the head Accrued Interest: | The Board acknowledges the observation and is in the process of obtaining the settlement letter from Canara Bank for the FDR issued against the BG Limit. The Company will ensure proper reconciliation and disclosure of the accrued interest in the financial statements. |
| The financial statements contain Accrued Interest on FDR amounting Rs. 1.32 Lakhs under other current financial assets. This FDR was issued for BG Limit but no confirmation & current status has been received from the Canara Bank regarding the same. Also, no FDR is shown in books of accounts of the company as on March 31, 2026. | |
| 11. (A) The Company has not maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and right of use assets. | A) The Board acknowledges the observation regarding the lack of proper records for property, plant, and equipment, including right-of-use assets. The Company is |
| (B) The Company has not maintained proper records showing full particulars of Intangible assets. Further, during the year, the Company has disposed of all its Intangible Assets under Development. | taking steps to update and maintain detailed records, including quantitative details and the location of these assets, to ensure compliance with statutory requirements moving forward. |
| 12. According to the information and explanations given to us and based on our examination of the records of the Company, the management has not carried out physical verification of inventories during the year, and the Company has not maintained any records evidencing such physical verification. | The Board acknowledges the observation regarding the physical verification of inventories. The Company will ensure 19 that a thorough physical verification of all inventories is conducted in the next financial period and will implement regular verification processes going forward. |
| 13. (a) According to the information and explanations given to us and based on our examination of the records of the Company, the terms and conditions of the loans amounting Rs. 11.05 lakhs as disclosed in Note No. 11 to the standalone financial statements are, prima facie, prejudicial to the interest of the Company, as such loans have been granted on an interest-free basis and the repayment has been long outstanding with no recoveries. | The Company has noted the observation of the Statutory Auditors regarding the outstanding loans and advances. The Management is of the view that the loans were granted in the normal course of business and in accordance with the terms approved by the Company. The Company is actively pursuing recovery of the outstanding amounts from the respective parties and has recovered Rs. 14.00 lakhs during the year. The Management is taking necessary steps to expedite recovery and regularise the outstanding balances. |
| (b) According to the information and explanations given to us and based on our examination of the records of the Company, in respect of the loans disclosed in Note No. 11 to the standalone financial statements the schedule of repayment of principal and payment of interest has been stipulated. However, all these loans have remained outstanding for a prolonged period with irregular recoveries. | |
| (c) According to the information and explanations given to us and based on our examination of the records of the Company, there are cases where amounts have been overdue, amounting to Rs. 363.09 lakhs. Based on the fact that the Company has recovered Rs. 14.00 lakhs from these accounts during the year and the representations received from the Management; the company is following up with the parties for recovering the amount due. However, considering the significant amount outstanding, the recovery process needs to be expedited. | |
| 14. (a) Undisputed statutory dues, including goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to the Company have not been deposited with the appropriate authority. Refer Note no. 27 (statutory liabilities) of the financial Statements. | The Board acknowledges the observation regarding the nondeposit of certain undisputed statutory dues with the |
| There were no undisputed amounts payable in respect of goods and services tax, provident fund, employees state insurance, income tax, sales tax, service | appropriate authorities. The Company is actively |
tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable except as stated below.
| Nature of the Statute | Nature of Dues | Amount (Rs.) | Period to which Amount relates | Due date | Date of Paymen t |
| Income Tax Act, 1961 | Tax deducted at source | 30,73,166.6 6 | Multipl e Years | Multi ple dates | Not paid |
| Employees Provident Funds and Miscellaneou s Provisions Act, 1952 | Employees Provident Fund | 4,93,642.00 | Multipl e Years | Multi ple dates | Not paid |
| Employees State Insurance Act, 1948 | Employees State | 70,425.00 | Multipl e Years | Multipl e dates | Not paid |
(b) According to the information and explanations given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:
| Name of the Statute | Nature of the Dues | Amount (Rs.) | Period to which the amount relates | Forum where dispute is pending |
| Goods and Services Tax Act, 2017 | Goods and services tax | 21,01,576 | Apr 2018 to Mar 2019 | First Appellate authority (Additional Commissioner GST) |
| Goods and Services Tax Act, 2017 | Goods and services tax | 31,47,739 | Apr 2019 to Mar 2020 | First Appellate authority (Additional Commissioner GST) |
| Goods and Services Tax Act, 2017 | Goods and services tax | 3,41,232 | Apr 2018 to Mar 2022 | First Appellate authority (Additional Commissioner GST) |
| Income Tax Act, 1961 | Tax deducted at source | 40,405.94 | Multiple Years | Traces |
addressing these
outstanding dues and is committed to ensuring timely payment and full compliance with all statutory requirements going forward.
| Nature of borrowing including debt securities | Name of lender | Amount unpaid on the due date | Whether interest or principal | Number of days of delay or unpaid | Auditors remarks, if any |
| Cash Credit / Packing Credit/Term Loan | Canara Bank | Refer note no. 21A & 22B | |||
According to the information and explanations given to us and based on our 15. examination of the records of the Company, the Company has defaulted in the repayment of loans or other borrowings and in the payment of interest thereon to its lender. The details of such defaults are as follows:
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act") read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and rules made thereunder and other applicable regulations of the Listing Regulations, on the recommendation of Audit Committee and the Board of Directors, the shareholders of the Company in their meeting held on September 27, 2025 had approved the appointment of M/ s ATCS & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration No.: P2017RJ063900 / Peer Review No.: 3381/2023), as the Secretarial Auditor of the Company for a term of 5 (Five) consecutive years commencing from the financial year 2025-26 up to the financial year 2029-30.
The Secretarial Audit Report in form MR-3 issued by ATCS & Associates, for the financial year ended March 31, 2026 has been received and is annexed as Annexure-II to this report.
The report contains certain observations relating to statutory and regulatory compliances, which are summarized as under:
The Companyacknowledges the observation. The delay in repayment of certain borrowings and / or payment of interest to Canara Bank, as referred to in Note No. 21A and 22B to the financial statements, was primarily due to temporary liquidity constraints and timing differences in the realization of receivables.
The Company has been taking necessary steps to regularize the outstanding amounts and is in discussion with the lender for settlement/regularizatio n of the dues. The management is also continuously monitoring the Companys cash flows and working capital position to ensure timely servicing of its borrowing obligations going forward.
The management confirms that the default was not intentional and efforts are being made to avoid recurrence of such delays.
1. The Hundred percent shareholding of the promoter(s) and promoter group is not held in dematerialized form as required by Regulation 31 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
Management Reply:- The process for dematerialisation of the promoter and promoter group shareholding is currently under process. The Company is taking necessary steps to ensure compliance with the applicable provisions of Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at the earliest.
2. During the period under review, the Company has filed e-form DPT-3 with significant delay.
Management Reply:- The delay in filing of Form DPT-3 during the period under review was inadvertent. The Company has taken note of the same and shall ensure timely filing of the requisite forms in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder in the future.
Note: Except as stated above, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2025-26
INTERNAL AUDITORS
In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, on the recommendation of Audit Committee, the Board of Directors of the Company had appointed M/S Jain Kamal K & Associates, Chartered Accountants, Jaipur as Internal Auditors of the Company for the financial year 2025-26.
The Audit Committee of the Board of Directors, Statutory Auditors and the Management were periodically apprised the Internal Audit findings. The Company continued to implement their suggestions and recommendations to improve the same.
M/S Jain Kamal K & Associates, Chartered Accountants, Jaipur, Internal Auditor of the Company will also carry out Internal Audit of the Company for the financial year 2026-27.
COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended March 31, 2026.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.
WEB ADDRESS OF ANNUAL RETURN
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company for the financial year ended on March 31, 2026, has been made available on the website of the Company and may be accessed at www.mayurgroups.com.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-III to this report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits is available on the website of the Company at www.mayurgroups.com. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 annexed as Annexure-IV and forms part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/ all the Related Party Transactions ("RPTs"), are entered into by the Company during the financial year with related parties were in the ordinary course of business, on an arms length basis, ensuring that the interests of the Company and its stakeholders are consistently safeguarded.
During the financial year 2025-26, all RPTs undertaken were in full compliance with the applicable provisions of Section 177, 188 of the Companies Act, 2013, read with the relevant rules made thereunder and Regulation 23 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
All RPTs received prior approval from the Audit Committee of the Company, which were also approved by the Board of Directors, as part of the Companys commitment to upholding sound Corporate Governance practices. Further, all RPTs are placed before the Audit Committee for quarterly review and oversight.
Prior omnibus approval was obtained from the Audit Committee of the Board for the related party transactions which are of repetitive nature and / or which can be foreseen. All related party transactions were placed before the Audit Committee for review and approval.
During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2025-26.
The policy on related party transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the Companys website and may be accessed at www.mayurgroups.com. Your directors draw attention of the members to Note 44 to the standalone financial statements which set out related party disclosures in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD POLICIES
The details of the policies approved and adopted by the Board as required under the Act and Securities and the Listing Regulations can be accessed on the Companys website at https://mayurgroups.com/wpkam/governance/
SECRETARIAL STANDARDS
Pursuant to Section 118 (10) of the Act, the Company has diligently adhered to all the applicable Secretarial Standards, issued by the ICSI, including any subsequent amendments, during the year under review. Such compliance reflects the Companys commitment to robust corporate governance, transparency and regulatory compliance, emphasizing its dedication to ethical business practices and accountability.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by any Regulators or Courts or Tribunals, during the financial year 2025-26, that would, in any way, impact or jeopardize the going concern status of the Company or adversely affect its future operations. This reflects Companys strong regulatory standing, ensuring continued stability and business growth.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with the size and nature of its business. The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee. Based on the report of the internal auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. During the year, no reportable material weakness in the design or operation of internal control system and their adequacy was observed.
RISK MANAGEMENT
Your Company believes that managing risks helps in maximizing returns. The Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Company has a risk management framework in place for identification, evaluating and management of risks. In line with your Companys commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Audit Committee periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Further, the risks associated to the Companys business are provided in the Management Discussion and Analysis Report.
LISTING OF SHARES
The Companys Equity Shares are listed on BSE of which have nationwide trading terminals, thereby providing investors with robust liquidity and seamless access. In accordance with the requirements of Regulation 14 of the Listing Regulations, the Company has duly paid the annual listing fees for the financial year 2026-27 to both the stock exchanges within the stipulated timelines.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.
?€? Male Employees: 4
?€? Female Employees: 3
?€? Transgender Employees: 0
This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Companys shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window to deal in the Companys shares is closed.
The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price-sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.mayurgroups.com.
CODE OF CONDUCT
The Company remains steadfast in its commitment to the highest standards of ethical conduct, professionalism and accountability. In alignment with the requirements of the applicable Regulations of the Listing Regulations, the Company has instituted a robust Code of Conduct for Board of Directors and Senior Management of the Company ("Code"). This Code serves as an ethical framework guiding leadership behaviour, ensuring that integrity and transparency remain at the forefront of all business operations.
For the financial year 2025-26, every Member of the Board and Senior Management has affirmed their adherence to the requirements of the Code. A formal declaration stating this compliance, duly signed by the Chairman and Managing Director of the Company, is annexed herewith as Annexure-V and forms part of this Report.
The Code mandates that Directors and Senior Management Personnel uphold the highest standards of professionalism and integrity in all business interactions. Beyond regulatory compliance, the Code fosters a corporate culture characterized by mutual respect, fairness, courtesy and inclusivity. By setting this tone at the top, the Company promotes an environment of trust that permeates every level of the organization.
To further reinforce our commitment to ethical governance and transparency, the Code is readily available on the website of the Company at www.mayurgroups.com.
INVESTOR GRIEVANCE REDRESSAL
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.
Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. There are no pending complaints on the SCORES as of March 31, 2026.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed there under. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.
No complaints or grievances relating to maternity benefits were reported during the financial year 2025-26. HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Human Resource is the most important element of the Company. Our Core Values are discipline, trust, integrity and work style. Core Values are established to align all the people in the organization in the
direction of achieving stated goals all throughout the Company. The Company is taking sufficient steps for employee engagement and motivation. Your Company focuses on recruiting and retaining the best talent in the industry. Moreover, the Company provides them proper induction, training and knowledge up- gradation for the individual as well as organizational growth. The Company continues to maintain its record of cordial and harmonious industrial relations without any interruption in work.
DELISTING OF EQUITY SHARES
The members of the Company by passing a special resolution at their Annual General Meeting held on July 10, 2004, have permitted the Company to delist its shares from the regional stock exchanges i.e. Jaipur Stock Exchange Limited ("JSEL"), Delhi Stock ExchangeLimited ("DSEL), Calcutta Stock Exchange Association Limited ("CSEAL") and Ahmedabad Stock Exchange Limited ("ASEL").
As on date, out of the above stated four stock exchanges, the equity shares of the Company have been delisted from the JSEL, DSEL and ASEL. Delisting application of the Company is still pending with the Calcutta Stock Exchange Association Ltd. since December 2004. In spite of several reminders, the Company did not get any response from the exchange in the matter of delisting status. Therefore, the statutory filing which are being uploaded on BSE, are not simultaneously filed on CSEAL.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
A Company Secretary in Practice carries out a Reconciliation of Share Capital Audit on a quarterly basis as per Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 read with SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, to reconcile the total admitted capital with depositories viz National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
CORPORATE GOVERNANCE
In accordance with the provisions of regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
Accordingly, the disclosures relating to Corporate Governance as prescribed under Para C, D and E of Schedule V of the SEBI Listing Regulations are not required to be provided and therefore, the Corporate Governance Report does not form part of this Annual Report.
However, the Board of Directors and the management of the Company take all necessary steps to ensure that a good corporate governance structure is maintained and followed by the Company. The Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep a check and balance on the governance of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report ("MDA Report") for the financial year 2025-26 as required under Regulation 34 (2 )(e) read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
A detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Boards Report as ANNEXURE VI.
More than a mere financial summary, MDA Report presents a comprehensive analysis of the Companys financial performance, operational milestones, key achievements, strategic initiatives and internal control
system during the period under review. It also highlights the key challenges encountered, along with the Companys responsive and adaptive strategies to address them, while outlining the strategic roadmap ahead. The insights set out in this Report not only provide a holistic understanding of the Companys current position, but also articulate its vision for sustainable growth and long-term value creation.
DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as intimation of non-disqualification in Form DIR-8 under Section 164(2) and the same has been presented and approved by the board in their first board meeting for the financial year.
POLICY FOR PRESERVATION OF DOCUMENTS:
In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.
The policy is disclosed on the website of the company under the link www.mayurgroups.com. ENVIRONMENT, HEALTH AND SAFETY (EHS):
During the period under review, the Company reinforced its commitment to operational excellence by prioritizing a zero- compromise safety culture and environmental sustainability. The company successfully navigated high-risk activities - such as heavy lifting in dense urban traffic and construction within live railway environments-through rigorous risk assessments, advanced permit- to-work systems, and continuous workforce training. Beyond physical safety, the framework integrated a transition toward cleaner energy sources, including solar and grid power, to reduce emissions and align with global sustainability best practices.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 the Workplace (Prevention Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.
Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment, or no complaint (s) / case (s) is pending with the Company during the year under review.
i. number of complaints of sexual harassment received in the year - NIL
ii. number of complaints disposed off during the year - NIL
iii. number of cases pending for more than ninety days - NIL
CAUTION STATEMENT
Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.
GENERAL DISCLOSURES
Your Directors state that all the necessary disclosure or reporting has been done, in respect of the following items as there were no transactions on these items during the year under review:
i. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
ii. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;
iii. As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the Employees Stock Option Schemes;
iv. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees as entitled as a NonExecutive Directors in subsidiary companies;
v. Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made;
vi. There was no revision of financial statements and the Boards Report of the Company during financial year;
vii. There has been no change in the nature of business of the Company;
viii. The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable for the financial year;
ix. There was no commission paid by the company to its managing director or whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.
x. During the year, the company has not made any one-time settlement of loan from bank or financial institutions.
xi. Disclosures with respect to demat suspense account/ unclaimed suspense account
Certain shares of the Company are lying in the demat suspense account due to the dematerialisation request submitted by the promoter(s) being rejected by the concerned depository/registrar. The dematerialisation process is currently under process, and the shares will be credited to the respective demat account upon successful completion of the required formalities.
xii. Disclosure of certain types of agreements binding listed entities
There are no agreements referred under clause 5A of paragraph A of Part A of Schedule III of SEBI (LODR) Regulations, 2015 which can impact the management or control of the Company or impose any restriction or create any liability upon the Company.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the valued contribution, co- operation and support extended to the Company by the Shareholders, Banks, Central Government, State Governments and other Government Authorities and look forward to their continued support. Your Directors also wish to express their deep appreciation for the dedicated and sincere services rendered by employees of the Company.
For and on behalf of the Board of Directors MAYUR LEATHER PRODUCTS LIMITED
| Date:- August 13, 2026 | |
| Place:- Jaipur | Sd/- |
| AMITA PODDAR | |
| Chairperson & Director | |
| DIN: 00143486 |
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