Mayur Uniquoters Ltd

To the Members,

The Directors are pleased to present the 31^st Annual Report on the business and operations of Mayur Uniquoters Limited ("the Company" or "Mayur") along with the audited standalone & consolidated financial statements for the financial year ended March 31, 2024.

The Company has prepared the financial statements for the financial year ended March 31, 2024, in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

The Company's financial performance for the year ended March 31, 2024 is summarized as below:

During the financial year under review, there is remarkable growth of the Company in the market and it achieved the highest ever turnover in its history during the financial year. Further information on the business overview and outlook and state of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

The Management at the operational level, with the extensive support of the employees, made it possible to achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into achievements.

There is no change in the nature of business of the Company for the year under review.

Your company's total income during the financial year under review amounted to Rs. 79,501.36 Lakhs as compared to Rs. 77,983.03 Lakhs in the previous financial year and net profit after tax (PAT) amounted to Rs. 11,954.78 Lakhs as compared to Rs. 10,748.14 lakhs in the previous financial year. Accordingly, there is a remarkable increase in Net Profit After Tax (PAT) by

11.23% during the financial year 2023-24.

The total income during the year under review amounted to Rs. 83,482.67 lakhs as compared Rs. 79,337.65 lakhs in previous financial year and net profit after tax (PAT) amounted to Rs. 12,246.83 lakhs as compared to Rs. 10,420.70 lakhs in previous year. Accordingly, there is an increase of 17.52% in the financial year 2023-24

During the financial year under review, there is an increase in the profit after tax (PAT) due to implementation of effective cost savings plans, increase in sales price along with the significant increase in sales in overseas subsidiaries.

Mayur has always endeavored to retain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

During the financial year under review, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 202223 of Rs. 2.00 per share of face value Rs 5.00 each (i.e.40%). Also, the Board at its meeting held on May 21, 2024 has recommended a dividend of Rs. 3.00 per share of face value Rs. 5.00 each (i.e.60%) and the same is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on September 14, 2024. During the financial year, the total dividend payout was Rs. 879.05 Lakhs and proposed final dividend payout for the financial year 2023-24 will be Rs. 1,303.58 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), can be accessed on the Company's website at www.mayuruniquoters.com/pdf/dividend- distribution-policy.pdf

Your Board do not propose to transfer anu amount to the General Reserve during the financial year ended March 31, 2024.

The Authorized Share Capital of the Company is Rs. 8,600.00 Lakhs divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 5.00 (Rupees Five Only) each and 15,25,000 (Fifteen Lakhs and Twenty Five Thousand Only) Compulsory Convertible Participating Preference Shares (CCPPS) of Rs. 400.00 (Rupees Four Hundred Only) each.

The issued, subscribed and paid up equity share capital of the Company is Rs. 2,197.63 Lakhs consisting of 4,39,52,600 (Four Crores Thirty Nine Lakhs Fifty Two Thousand Six Hundred) equity shares of Rs.5.00 (Rupees Five Only) each and the company does not have any issued, subscribed or paid up preference shares.

During the year under review, there was no change in the Share Capital of the Company.

The Company along with the following Wholly Owned Subsidiaries and Step Down Subsidiary is engaged in the business of manufacturing and supply/trading of artificial leather not only in the country but also across the globe:

The Company has the following Wholly Owned Subsidiary Companies:

Mayur Uniquoters Corp. (MUC) was incorporated in Texas, USA as a domestic for Profit Corporation under the provisions of Texas State Laws having its office at 1999, Bryan St. Suite 900, Dallas, Texas. MUC's main activity is supply of artificial leather to OEM customer in USA on just in time basis. MUC is not engaged in any manufacturing activity except some job work processing which is based on customers' requirements.

Mayur Uniquoters SA (Pty) Ltd was incorporated in Republic of South Africa and is the Wholly Owned Subsidiary of the Company. The Company is mainly engaged in the trading of PVC Vinyl or Artificial/ Synthetic Leather in the territory of Republic of South Africa.

Futura Textiles Inc. was incorporated in State of Nevada, USA and is the wholly owned subsidiary of Mayur Uniquoters Corp. (USA). The Company is mainly engaged in the business of retail and whole sale trading of Upholstery of PVC Vinyl or Artificial/Synthetic Leather.

Mayur Tecfab Private Limited was incorporated in Jaipur, Rajasthan as Wholly Owned Subsidiary of the Company. The Company is mainly engaged in the business of retail sector and involved in the trading of Artificial/Synthetic Leather.

A statement containing salient features of the financial statement of each of the subsidiaries, step down subsidiary companies for the financial year ended March 31, 2024, in the prescribed format AOC-1, is attached as Annexure I to the Financial Statements of the Company and forms a part of this Annual Report.

In accordance with Section 136 of the Act, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the audited financial statements of each of its subsidiaries, are available on the website of the Company at www.mayuruniquoters.com

These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company till the date of the annual general meeting.

To comply with the provisions of Regulation 16(1)(c) of Listing Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining material subsidiaries and the same is available on Company's website at the web link i.e. www.mayuruniquoters.com/pdf/policy-on-material- subsidiary.pdf

There was no company which has ceased to be Company's Subsidiary or step-down subsidiary during the financial year ended on March 31, 2024.

During the financial year under review, there is significant contribution by the subsidiary companies to the Consolidated Revenue of the Company and all the subsidiary companies have performed very well in their respective global market.

Heading into 2024, Mayur is poised to sustain its healthy growth trajectory and a fortified market presence developed over decades. The Subsidiary Companies of Mayur marks a significant milestone in the journey of Mayur into the African market and USA Market. This strategic move underscores the Company's commitment strengthening its international footprint, promising to enhance Mayur's global operations significantly.

Further, the contribution of Subsidiaries to overall performance of your Company is outlined in Note No. 47 of the Consolidated Financial Statements.

Further during the financial year under review the Company does not have any Joint Venture or Associate Company.

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Pursuant to the provisions of Section 186 of the Act, and Schedule V of the Listing Regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or securities provided by your Company in terms of Section 186 of the Act, , read with the Rules issued there under during the year under review.

The Company has framed a Policy on materiality of related party transactions and on dealing with related party transactions in accordance with the Act, and Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is also uploaded on website of the Company at www.mayuruniquoters.com/

During the year under review, all contracts / arrangements / transactions entered into by the Company with Related Parties were in the ordinary course of business and on an arm's length basis. All the Related Party Transactions which are of repetitive and non-repetitive nature and proposed to be entered into during the financial year under review are placed before the Audit Committee for prior omnibus approval of the Audit Committee. A statement giving details of all Related Party Transactions entered into, as approved, is placed before the Audit Committee for review on a quarterly basis. None of the transactions with any of the related parties were in conflict with the interest of the Company, rather, these were synchronized and synergized with the Company's operations.

The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm's length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company. Necessary disclosures required under the Ind AS 24 have been made in Note No. 41 of the notes to the standalone financial statements for the financial year ended March 31, 2024.

During the financial year 2023-24 Credit Rating Agency CARE has reaffirmed stable rating as follows:

The details of Board and Committee meetings held during the financial year 2023-24 are set out in the Corporate Governance Report which forms a part of this report.

During the year, the Board of Directors met 4 times, i.e., on May 19, 2023, August 08, 2023, November 08, 2023, and February 07, 2024. The gap between two consecutive meetings was within the time period prescribed under the Act, Secretarial Standard-1 and as per the Listing Regulations. All. For details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

As on March 31, 2024, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of Directors of the Company consists of 6 members. The Board consists of Managing Director, Whole time Director and 4 Independent Directors.

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

Mr. Suresh Kumar Poddar (DIN: 00022395) was re-appointed as Chairman and Managing Director & CEO of the Company for a period of 3 years w.e.f. April 01, 2023.

Mrs. Tanuja Agarwal (DIN: 00269942) ceased to be the Independent Director of the Company w.e.f April 10, 2024 due to completion of second term of her tenure as an Independent Director of the Company.

Mr. Arvind Kumar Sharma (DIN: 01417904) was reappointed by the shareholders of the Company by passing Special Resolution in their Annual General Meeting held on September 14, 2023 for the Second term of (as he will attaining the age of 75 years during financial year 2023-24) as an Independent Director of the Company w.e.f February 13, 2024. He possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence he was reappointed as an Independent Director.

Mrs. Nivedita Ravindra Sarda (DIN:00938666) was appointed as an Additional Director (Independent Director) of the Company by the Board in its meeting held on November 08, 2023 for the first term term of 5 consecutive years and her appointment was approved by the members through resolution passed by postal ballot with requisite majority on January 07, 2024. She is having a vast experience, specialized knowledge in the areas of the Legal, Finance, Risk Management, Economics, Business and Strategy, Corporate Governance, Investment.

In accordance with the provisions of the Section 152 of the Act, and the Articles of Association of the Company, Mr. Arun Kumar Bagaria (DIN: 00373862), Wholetime Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment and the date of effective reappointment will be September 14, 2024, if approved by the members in this AGM. In this regard the relevant resolution for re-appointment of Mr. Arun Kumar Bagaria (DIN:00373862), Wholetime Director has been included in the notice convening the ensuing AGM. The Directors recommend the same for approval by the members.

As per the above mentioned provisions of the Act, Mr. Suresh Kumar Poddar (DIN: 00022395), Chairman and Managing Director & CEO of the Company was liable to retire by rotation in the previous AGM held on September 14, 2023 and his reappointment was by the members in the said AGM and he was reappointed with effect from September 14, 2023.

The relevant details as required under SEBI (LODR) Regulations and the Secretarial Standards on General Meeting (‘SS-2') issued by ICSI are furnished as Annexure A to the Notice of AGM, forming part of the Annual Report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, and Regulation 25 of the Listing Regulations, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI (LODR) Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Management. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received the declarations from all Independent Directors that they are exempted from appearing in the test or they have passed the online proficiency exam as required by the Indian Institute of Corporate Affairs (IICA) and also received the confirmation of their registration in the Independent Directors Database maintained by the IICA, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company i.e. www.mayuruniquoters.com/appointment-letter-of-independent-director.php

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and societal expectation.

In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. and the

Company Secretary brief the Directors about their legal and regulatory responsibilities as Director. All new Independent Directors inducted into the Board attend an orientation program which enables them to augment their knowledge & skills, so that they can discharge their responsibilities effectively and efficiently.

The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at www.mayuruniquoters.com/familiarisation- programme-for-independent-directors.php

Apart from the above, the Directors are also given an update on the environmental and social impact of the business, corporate governance, developments and investor relations matters.

Pursuant to the provisions of the Actand Listing Regulations, performance evaluation has been carried out by the Board, Nomination Remuneration Committee (NRC) and by the Independent Directors. The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors (without the presence of the director being evaluated) and its Committees.

Board evaluation was carried out on the basis of questionnaire, prepared after considering various inputs received from the Directors, covering various aspects revealing the efficiency of the Board's functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

The performance of Committees was evaluated by the Board on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

Independent Director's performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

In their separate meeting, the Independent Directors had carried out performance evaluation of Non Independent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

Members of the Company in their 29^th Annual General Meeting (AGM) held on July 29, 2022 have appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company to hold office for a period of up to 5 (five) years i.e. till the conclusion of 34^th Annual General Meeting (AGM) of the Company. Pursuant to Section 139 and 141 of the Act and relevant rules framed there under the Company has also received the eligibility from Statutory Auditor confirming their non disqualification for continuing as auditors of Company.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024. Further the Statutory Auditors have not reported any frauds under Section 143(12) of the Act. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

Pursuant to provisions of Section 204 of the Act and Rules made thereunder, M/s. V. M. & Associates, Company Secretaries, Jaipur (FRN P1984RJ039200), was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report received in form MR-3 from M/s. V.M. & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, is enclosed as Annexure-II to this Report. The Secretarial Audit Report for the financial year 2023- 24, does not contain any qualification(s), reservation(s) or adverse remarks and no fraud was reported by the Secretarial Auditors under Section 143(12) of the Act in their Report.

The Board on the recommendation of Audit Committee has re-appointed M/s. V.M. & Associates, Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024- 25.

The cost accounts and records as required to be maintained under Section 148(1) of Act, are duly made and maintained by your Company. In accordance with the provisions of Section 148 of the Act and rules made there under, the Board of Directors of the Company has appointed M/s. Pavan Gupta & Associates, Cost Accountants, (FRN 101351), as the Cost Auditor of the Company for the financial year 2023-24.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2024 and the same has been filed with Ministry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Pavan Gupta & Associates, Cost Accountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2024-25.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Pavan Gupta & Associates, Cost Accountants, for the audit of cost records of the Company for the financial year 202425, has been included in the Notice of the ensuing Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

During the financial year 2023-24, no fraud was reported by the Cost Auditor of the Company in their Audit Report.

In accordance with the provisions of Section 138 of the Act and Rules made thereunder, the Board of Directors of the Company has appointed M/s. S. Bhandari & Co., Chartered Accountants, (FRN: 000560C) as an Internal Auditor to conduct the Internal Audit of the Company for the financial year 2023-24.

Further the Board of Directors has re-appointed M/s. S. Bhandari & Co., Chartered Accountants as an Internal Auditor of the Company to conduct the Internal Audit for the financial year 2024-25.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

The Company has constituted various Committees of the Board as required under the Act, and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has established systems and procedures and has framed a Code of Conduct to regulate, monitor and report trading by its designated persons and their immediate relatives and procedures for fair disclosure of Unpublished Price Sensitive Information.

The trading window is closed during the time of declaration of results which prohibits the Directors of the Company and other designated persons and their relatives to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The trading window is also closed on the occurrence of any material events as per the code. The same is available on the Company's website i.e.www.mayuruniquoters.com/pdf/policy-of-practice-and-procedure-for-fair-disclosure-of-npublished-price-sensitive-information.pdf

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism as per the provisions of Section 177 of the Act, and Regulation 22 of Listing Regulations for Directors and Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to the Chairperson of the Audit Committee. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees wishing to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company, which may have a negative bearing on the organization either financially or otherwise. The policy is available on the Company's website at the weblink www.mayuruniquoters.com/pdf/mul-whistle-blower-policy.pdf

During the financial year under review, no whistleblower event was reported and mechanism is functioning well. and it is affirmed that no personnel of the Company have been denied access to the Chairperson of the Audit Committee.

The Company has implemented Corporate Social Responsibility Policy ("CSR Policy") in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee (CSR Committee) and on approval of the Board of Directors of the Company. CSR Committee undertakes CSR activities in accordance with its CSR Policy uploaded on the Company's website at www.mayuruniquoters.com/pdf/csr-policy.pdf

The Company has contributed a sum of Rs. 231.08 Lakhs towards CSR activities during the financial year under review. The Annual Report on CSR activities for the Financial Year 2023-24 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure -III.

The Management of the Company has always been consciously reviewing its business operations in accordance with set rules and procedure and if any deviation or risk is found, remedial and effective steps are being taken to minimize the deviation and risk. In line with the provisions of Regulation 21(5) of SEBI (LODR) Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year shall constitute a Risk Management Committee.

Further pursuant to the provisions of Regulation 21 of the Listing Regulations , the Company has developed a Risk Management Policy to build and establish the process and procedure for Identifying, assessing, quantifying, minimizing, mitigating and managing the associated risk at early stage. The main objectives of the Risk Management Policy is inter-alia,to ensure to protect the brand value through strategic control and operational policies and to enable compliance with appropriate regulations wherever applicable, through the adoption of best practices.

Your Company assesses several type of risks which include Business Environment Risks, Strategic Business Risks and Operational Risks etc. The Board of Directors periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined networks. Head of the Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. No risks threatening the existence of the organization have been identified.

The Risk Management policy is available on the Company's website at the web link i.e. www.mayuruniquoters.com/pdf/risk-management- policy.pdf

In accordance with Section 178 of the Act read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of Listing Regulations, , your Company has constituted a Nomination and Remuneration Committee ("NRC"), details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report. Your Company has also formulated a Nomination and Remuneration Policy ("NRC Policy") in accordance with Section 178(3) of the Companies Act, 2013 for Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a Director and it also provides guidelines to the NRC relating to the Appointment, Removal & Remuneration of Directors, KMP and Senior Management of the Company.

It also provides a manner for effective evaluation of the performance of the Board, its Committees and individual Directors. The said policy of the Company is uploaded on website of the Company at www.mayuruniquoters.com/pdf/nomination- remuneration-policy-board-performance-evalution- policy.pdf

In order to prevent sexual harassment of women at workplace "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Mayur's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in placed a robust policy for prevention of Sexual Harassment of Women at workplace. The policy aims at prevention of harassment of employees as well as contract workers and lays down the guidelines for identification, reporting and prevention of sexual harassment and your Company has also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee and follows the guidelines provided in the policy.

No complaints were pending at the beginning of the year. During the period under review, no complaints with allegations of sexual harassment were received by the Company and accordingly no complaints were pending at the end of the financial year.

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on March 31, 2024 on its website at www.mayuruniquoters.com/pdf/annual-return-for-the- fy-ended-on-31-03-2024.pdf

The Company has neither invited nor accepted or renewed any deposit amount falling within the purview of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. No amount of principal or interest was outstanding as on March 31, 2024. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

The Company has adequate Internal Financial Controls (IFC) System operating effectively to ensure the orderly and efficient conduct of its business including adherence to company polices, safeguarding of its assets, optimal utilization of resources, prevention & detection of frauds and errors, accuracy & completeness of accounting records and timely preparation of reliable financial information. The Internal Control is supplemented by the detailed internal audit programme, reviewed by management and by the Audit Committee.

The standard controls defined in the IFC framework are reviewed by the Internal auditors and management concurrently to strengthen the existing processes and activities of the company by way of formulating new guidelines and incorporating necessary changes in the standard operating procedure of the Company.

Based on the results of assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed during the period. The Audit Report of the Company does not contain any reportable weakness in the Company related to IFC. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure IV.

Your Company firmly believes that a well-planned human resource management programme that is tailored to your organization and staff can actually improve your business's bottom line.

Our teams are integral to our business. We have embraced a culture of excellence to nurture our people. We believe in selecting the right talent, training them and instilling in them the spirit of Mayur Uniquoters. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We also aim at achieving advance flexibility, innovation, competitive advantage and improved business performance.

Mayur follows a performance measuring tool like Job Performance Analysis and other Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employees' performance is done based on their area of working. This also encourage them to work hard and efficiently at all levels of work.

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules'), is attached to this report as Annexure V.

Further, as per second proviso to Section 136(1) of the Act read with second proviso of Rule 5 of the Rules, the Board's Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Compliance Officer at secr@mayur.biz The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. September 14, 2024 between 11:00 a.m. to 5:00 p.m.

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations is annexed herewith as Annexure-VI.

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The corporate governance report and certificate received from, M/s.

V.M & Associates practicing Company Secretaries for confirming the compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the listing regulations, form part of the Board's Report and the same is annexed herewith as Annexure-VII.

It is hereby informed that pursuant to Section 124 of the Act and the applicable Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

During the financial year under review, the Company has transferred the amount of unpaid dividend till the financial year 2016-17 (Third Interim Dividend) to the Investor Education and Protection Fund under the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The same is available on the Company's website i.e. www.mayuruniquoters.com

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and detail of shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website i.e. www.mayuruniquoters.com

During the period under review, the Company transferred 73,168 Equity shares of Rs. 5/- each to Investor Education and Protection Fund (IEPF) pursuant to Section 124 of the Companies Act, 2013 within the scheduled time.

Business Responsibility and Sustainability Report for the Financial Year 2023-24 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report and the same is annexed herewith as Annexure-VIII.

Your Company's shares are listed at BSE Limited and National Stock Exchange of India Limited and the listing fee for the year 2024-25 has been duly paid.

As required by Section 134(3) (c) of the Act, your Directors state and confirm that:

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

b. 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, 2024 and of the profit and loss of the Company for the year ended on March 31, 2024;

c. 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;

d. the Directors have prepared the annual accounts 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; and

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.

• The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on Meetings of the Board of Directors and General Meetings;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

• There was no revision of financial statements and Board's Report of the Company during the year under review;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees; and

• There was no instance of one-time settlement with any Bank or Financial Institution.

The Board appreciates and values the efforts and commitment by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance despite a challenging business environment. The Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their valuable contribution by way of strategic guidance which helps your Company to take the right decisions in progressing towards its business goals.

The Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, debenture holders, shareholders and all other stakeholders during the year under review.

The Board is deeply grateful to our investors and shareholders for the unwavering confidence and faith in us and look forward to their continued support in future.