Mahalaxmi Rubtech Ltd

To,

The Members

MAHALAXMI RUBTECH LIMITED

Your Directors have pleasure in presenting herewith the Board's Report along with the Audited Statement of Accounts, for the Financial Year ended on 31st March, 2024.

1. RESTATED FINANCIAL SUMMARY:-

The Group's Restated financial performance, for the year under review, along with the previous year's figures are given hereunder:-

2. STATE OF THE COMPANY'S AFFAIRS:-

The Company has witnessed rise in the total Income from Operations, during the F.Y. ended on 31st March, 2024.

During the year under review, your Company has reported, on a Restated basis, Income from Operations & other Income ' 7856.74 Lakhs as against ' 7062.25 Lakhs in the previous year, Profit before Tax ' 1480.12 Lakhs as against ' 1237.72 Lakhs in the previous year, Net Profit after Tax ' 1103.45 Lakhs as against ' 1088.80 Lakhs in the previous year.

3. SCHEME OF ARRANGEMENTS INVOLVING DEMERGER:-

Pursuant to provisions of the Sections 230 - 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulation 37 of the SEBI (LODR) Regulations, 2015, the Board has approved, in its Meeting held on 16th February, 2023, the Demerger embodied in the Scheme of Arrangements between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (Demerged Company); Mahalaxmi Fabric Mills Limited (Formerly known as "Sonnet Colours Pvt Ltd") (MFML) (CIN:- U17100GJ1991PLC015345) (First Resulting Company); and Globale Tessile Limited (GTL) (CIN:- U17299GJ2017PLC098506) (Second Resulting Company) and their respective Shareholders and Creditors (Scheme), which has provided for the following:-

I. Demerger of Traditional Textiles Processing Division, located at Narol, Ahmedabad and Wind Power Division of MRT along with existing investment of MRT in its Wholly Owned Subsidiary Company namely Mahalaxmi Exports Private Limited (CIN:- U17299GJ2019PTC110673) (First Demerged Undertaking) and vesting the same into MFML.

II. Demerger of Trading Textiles Division of MRT (Second Demerged Undertaking) and vesting the same into GTL.

III. After Demerger, Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, have been remaining business of MRT.

Further, the Company has received the Observation Letters from the Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), on 01st August, 2023.

Following the receipt of the Observation Letters from the Stock Exchanges, the Company, jointly with both the Resulting Companies, have filed an Application to the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, for obtaining direction to convene or dispense the Meetings of the Equity Shareholders and Creditors of the Company, on 16th August, 2023. In this matter, by an Order dated 19th October, 2023, the Hon'ble NCLT has directed for convening and holding the Meetings of the Equity Shareholders and Unsecured Creditors; and for dispensation from convening and holding the Meeting of the Secured Creditor of the Company.

Accordingly, the Hon'ble NCLT convened Meetings of the Equity Shareholders and Unsecured Creditors of the Company have been held on 30th November, 2023. In these Meetings, the Scheme has been approved by the Equity Shareholders and Unsecured Creditors of the Company, with requisite majority thereof.

Later, The Company, jointly with both the Resulting Companies, have submitted a Petition to the Hon'ble NCLT, Ahmedabad Bench, for approval of the Scheme, on 08th December, 2023. In this matter, by an Order dated 04th March, 2024, the Hon'ble NCLT, Ahmedabad,

Special Bench, Court-1, has sanctioned the Scheme. Effective Date of the Scheme is 01st April, 2024.

In consideration of transfer of the First Demerged Undertaking and Second Demerged Undertaking of MRT, MFML and GTL have issued and allotted 1,06,20,275 new Equity Shares Capital of ' 10/- each, credited as fully paid-up, to the Shareholders of MRT, as on the Record Date i.e. i.e. Friday, 19th April, 2024, in the ratio of 1 new Equity Share of MFML and GTL, for every 1 Equity Share in MRT.

Pursuant to the Scheme becoming effective, the First Demerged Undertaking and the Second Demerged Undertaking have been transferred to and vested in, on a going concern basis, MFML and GTL, respectively, with effect from 01st April, 2024. i.e. the Appointed Date. Accordingly, this Restated Financial Statement, for the F.Y. ended on 31st March, 2024, comprises of Financial Information for the Residual Undertaking of the Demerged Company.

Pursuant to the Scheme becoming effective, Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of MRT and has become the Wholly Owned Subsidiary Company of MFML; and GTL, has also ceased to be the Wholly Owned Subsidiary Company of MRT, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited.

Accordingly, MRT is required to submit only the Standalone Financial Statement and the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

Your Board of Directors hereby confirm that the Company does not have any Subsidiary / Associate / Joint Venture Company, as at 31st March, 2024. Accordingly, the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

4. DIVIDEND AND RESERVE:-

The Board of Directors have not recommended any Dividend for the F.Y. 2023-24. The Board does not propose any amount to carry to Reserves for the F.Y. 2023-24 and Profit earned during the F.Y. 2023-24 is proposed to be retained in the Profit & Loss Account, for the F.Y. ended on 31st March, 2024.

5. DEPOSIT:-

The Company has not invited/accepted any Deposit from the Public within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 & Rules framed there under and the Directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of Deposit covered under Chapter V of the Companies Act, 2013 and details of Deposit which are not in compliance with the requirement of Chapter V of the Companies Act, 2013, is not applicable.

The details of loan from the Directors of the Company not considered as Deposit under the Companies (Acceptance of Deposit) Rules, 2014, are disclosed in the Note No. 40 of the Audited Financial Statements of the Company.

6. SHARE CAPITAL:-

During the year under review, the Company has not issued any Shares with differential rights as to Dividend, Voting or Otherwise nor has granted any Stock Options or Sweat Equity. As on 31st March, 2024, none of the Directors of the Company hold Instruments convertible into the Equity Shares of the Company.

Pursuant to the Scheme becoming effective, the Authorised Equity Share Capital of the Company has been reduced from ' 2500 Lakhs to ' 1100 Lakhs, as ' 1085 Lakhs has been transferred to MFML and ' 315 Lakhs has been transferred to GTL.

The Paid-up Equity Share Capital of the Company as on 31st March, 2024 stood at ' 10,62,02,750, consisting of 1,06,20,275 number of Equity Shares of ' 10/- each.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

Pursuant to the Scheme becoming effective, the First Demerged Undertaking and the Second Demerged Undertaking have been transferred to and vested in, on a going concern basis, MFML and GTL, respectively. Residual Undertaking i.e. Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, have been remaining business of MRT.

8. MANAGEMENT DISCUSSION AND ANALYSIS:-

Your Company is engaged in the manufacturing and marketing of products of Traditional Textiles and Polymer based Technical Textiles & Rubber. A detailed analysis on the performance of the industry, Company, internal control systems, risk and concerns are specified in the Management Discussion and Analysis Report, forming part of this Annual Report, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015.

9. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-

Your Company has complied with the Corporate Governance requirements as specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance under the SEBI (LODR) Regulations, 2015, along with the Certificate from the Company's Auditor confirming compliance thereof is annexed and forming part of this Annual Report.

10. MEETINGS OF THE BOARD:-

During the year under review, total 13 (Thirteen) Meetings of the Board of Directors were conveyed and held. Details of the composition of the Board, Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the Board Meetings were within the period, prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

11. DIRECTORS:-

I. Changes in Directors and Key Managerial Personnel:-

a. Appointment of Directors:-

During the year under review, Shri Balveermal K. Singhvi (DIN:- 05321014) was reappointed, for continuation as a NonExecutive-Independent Director of the Company, beyond 75 years in his current term, from 15th April, 2023 till 31st March, 2026, notwithstanding that he has attained the age of 75 years, in pursuance to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, which was approved by the Members of the Company, through Postal Ballot, on 12th April, 2023. In the opinion of the Board, Independent Director reappointed, during the year under review, is a Person of integrity and possess relevant expertise and experience including the proficiency ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA).

b. Cessation of Directors:

During the year under review, no Director has been ceased to be the Director of the Company.

c. Retirement by rotation:-

In accordance with the provisions of Section 152 of the Companies Act, 2013, at the forthcoming AGM, Shri Anand J. Parekh (DIN:- 00500384), will retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The Notice convening the AGM includes the proposal for his re-appointment as a Director. A brief profile of Shri Anand J. Parekh has also been provided therein.

d. Key Managerial Personnel:-

The following Persons are the Key Managerial Personnel ("KMP") as on 31st March, 2024:-

i. Shri Rahul J. Parekh, Managing Director

ii. Shri Anand J. Parekh, Jt. Managing Director

iii. Shri Rajendra R. Mehta, Chief Financial Officer

iv. Smt. Shital Marsh Trivedi, Company Secretary

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

II. Declaration by an Independent Director(s):-

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management.

III. Governance Guidelines:-

The Company has adopted the Governance Guidelines on the Board effectiveness. The Governance Guidelines cover aspects related to the composition and role of the Board, Chairman & Directors, Board diversity, definition of independence, Directors terms, retirement age and the Board Committees. It also covers aspects relating to nomination, appointment, induction and development of the Directors, Directors remuneration, Subsidiary oversight, Code of Conduct, Board effectiveness, reviews and mandates of the Board Committees.

IV. Procedure for nomination and appointment of Directors:-

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the resumes of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

V. Criteria for determining qualifications, positive attributes and independence of a Director:-

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, in terms of provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D - Para A of the SEBI (LODR) Regulations, 2015.

a. Independence:-

In accordance with the above criteria, a Director will be considered as an Independent Director if he/she meets with the criteria for Independent Director, as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

b. Qualifications:-

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

c. Positive attributes:-

In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal & communication skills and soundness of judgment. Independent Directors are also expected to abide by the "Code for Independent Directors", as outlined in Schedule IV of the Companies Act, 2013.

VI. Board evaluation:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of this Annual Report.

VII. Meeting of the Independent Directors:-

During the year under review, a separate Meeting of the Independent Directors was held. In the said Meeting, the Independent Directors assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

VIII. Remuneration Policy:-

The Board have, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection and appointment of the Directors, Senior Management, Key Managerial Personnel and their remuneration, pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The philosophy for remuneration of the Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Nomination and Remuneration Committee has recommended to the Board a Policy aligned to this philosophy and the same may be accessed on the Company's website at the link:- https://mrtelobal.com/wp-content/uploads/2024/08/ Remuneration-Policy.pdf.

The Nomination and Remuneration Committee has considered following factors while formulating the Policy:-

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to the Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that remuneration paid to the Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

IX. Committees of the Board:-

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013 & Rules framed thereunder and the SEBI (LODR), Regulations, 2015. The Committees of the Board are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Share Transfer Committee and Risk Management Committee.

The Board has accepted all recommendations of the above Committees. The details about Composition of Committees, Meetings and attendance are incorporated in the Corporate Governance Report, forming part of this Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, state that:-

I. In the preparation of the annual accounts, for the F.Y. ended on 31st March, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

II. 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, at the end of the F.Y. ended on 31st March, 2024 and of the profit of the Company for the F.Y. ended on 31st March, 2024;

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had prepared annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the Financial Statement were adequate and effective during the F.Y. 2023-24.

Details of internal controls system are given in the Management Discussion and Analysis Report, forming part of this Annual Report.

14. RISK MANAGEMENT:-

Although not mandatory, as a measure of the good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company's performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company's overall risk exposure and reviews the Risk Management Policy and structure.

This robust risk management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company's competitive advantage.

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to address business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Risk Management Committee.

The Company has adopted a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013.

15. AUDITORS:-

I. Statutory Auditors:-

M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W), Practicing Chartered Accountants, have been appointed as a Statutory Auditors of the Company, in the Board Meeting held on 31st May, 2021, for a period of 5 (Five) years commencing from the conclusion of the 30th AGM till the conclusion of 35th AGM.

The Statutory Auditors Report of M/s. Jain Chowdhary & Co., for the F.Y. ended on 31st March, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

II. Cost Auditors:-

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts & records are made and maintained by the Company.

M/s. Dalwadi & Associates (Firm Registration No.:- 000338), Practicing Cost Accountant, have been appointed as a Cost Auditors of the Company, in the Board Meeting held on 25th May, 2023, for audit of cost accounting records for the F.Y. 2023-24.

The Cost Auditors Report of M/s. Dalwadi & Associates, for the F.Y. ended on 31st March, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has received a letter from the Cost Auditors M/s. Dalwadi & Associates, for eligibility, under Section 141 of the Companies Act, 2013 and its independence from the Company. The Board, on recommendation of the Audit Committee, in its Meeting held on 24th May, 2024, have appointed M/s. Dalwadi & Associates, as the Cost Auditors of the Company, to conduct the audit of cost accounting records for the F.Y. 2024-25. The Members are requested to ratify the remuneration to be paid to the Cost Auditors of the Company.

III. Secretarial Auditors:-

Shri Hardik Hudda (ACS:- 39621 and CP No.:- 14697), Proprietor of M/s. Hardik Hudda & Associates, Practicing Company Secretary, has been appointed as a Secretarial Auditor of the Company, in the Board Meeting held on 25th May, 2023, for the F.Y. 2023-24. However, due to other pre-occupation, Shri Hardik Hudda was not able to do Secretarial Audit of the Company for the F.Y. 202324. Casual vacancy caused by the said resignation was fulfilled by the Board of Directors in the Board Meeting of the Company held on 21st May, 2024, through appointment of Mr. Malay Desai, Proprietor of M/s. Malay Desai & Associates (Membership No.:- A48838 and CoP No.:- 26051), Company Secretary, as a Secretarial Auditor of the Company, for the F.Y. 2023-24.

The Secretarial Auditors Report of Mr. Malay Desai, for the F.Y. ended on 31st March, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit Report for the F.Y. ended on 31st March, 2024, is annexed herewith as an Annexure - I, forming part of this Annual Report.

IV. Internal Auditors:-

M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W), Practicing Chartered Accountants, have been appointed as an Internal Auditor of the Company, in the Board Meeting held on 25th May, 2023, for the F.Y. 2023-24.

The Audit Committee, in consultation with the Internal Auditor, has formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

16. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-

Pursuant to the Scheme becoming effective, Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of MRT and has become the Wholly Owned Subsidiary Company of MFML; and GTL, has also ceased to be the Wholly Owned Subsidiary Company of MRT, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited.

Your Board of Directors hereby confirm that the Company does not have any Subsidiary / Associate / Joint Venture Company, as at 31st March, 2024. Accordingly, the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

The Company has adopted a Policy for determining Material Subsidiary in terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015. The Policy for determining Material Subsidiary may be assessed on the Company's website at the link:- https://mrtglobal.com/ wp-content/uploads/2024/08/Policv-for-Determining-Material-Subsidiarv.pdf.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

The details required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, is annexed herewith as an Annexure - II, forming part of this Annual Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has adopted the Vigil Mechanism/Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about illegal or unethical practices, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of persons who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate and exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website at the link:- https://mrtelobal.com/wp-content/uploads/2024/08/Vieil- Mechanism-or-Whistle-Blower-Policy.pdf. The Audit Committee of your Company oversees the Vigil Mechanism.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Corporate Social Responsibility (CSR) is a Company's sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in utmost transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives. This Policy has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and Rules framed thereunder to undertake the CSR activities.

The Board has constituted a Corporate Social Responsibility Committee headed by Shri Rahul J. Parekh as a Chairman and Shri Anand J. Parekh & Smt. Sangita S. Shingi as Members of the Committee.

The responsibilities of the CSR Committee include:-

I. Formulating and recommending to the Board, the CSR Policy and indicating activities to be undertaken by the Company.

II. Recommending the amount of expenditure to be incurred on the CSR activities.

III. Monitoring the CSR Policy of the Company, from time to time.

The Report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as an Annexure - III, forming part of this Annual Report. The CSR Policy may be accessed on the Company's website at the link:- https://mrtelobal.com/wp-content/uploads/2024/08/CSR-Policv.pdf.

20. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:-

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The Policy aims to provide protection to women at the workplace, prevent & redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment of women and recommend appropriate action.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. SECRETARIAL STANDARDS OF ICSI:-

The Company is in compliance with the Secretarial Standards on the Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

22. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:-

Details of loans, investments, guarantees and securities covered under provisions of Section 186 of the Companies Act, 2013 are provided in the Audited Financial Statement, forming part of this Annual Report.

23. CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH THE RELATED PARTIES:-

All contracts/arrangements/transactions, entered into by the Company, during the year under review, with the Related Parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company has entered into contract/ arrangement/transactions with the Related Parties, in accordance with the Policy on the Related Party Transactions. All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the contracts/arrangements/transactions which are repetitive in nature. A statement of all the Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The Policy on the Related Party Transactions may be accessed on the Company's website at the link:- https://mrtglobal.com/wp- content/uploads/2024/08/RELATED-PARTY-TRANSACTION-POLICY.pdf.

Your Directors draw attention of the Members to the Audited Financial Statement which sets out Related Party Transactions disclosures. Details of contracts/arrangements/transactions with the Related Parties have been reported in Form AOC-2 is annexed herewith as an Annexure - IV. forming part of this Annual Report.

24. DETAILS OF MATERIAL CHANGES AND COMMITMENT FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:-

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred between the end of the F.Y. of the Company as on 31st March, 2024 and the date of the Report i.e. 17th August, 2024, except that the Company has changed the Registered Office of the Company from 47, New Cloth Market, O/s Raipura Gate, Ahmedabad - 380 002, Gujarat to "Mahalaxmi House", YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, with effect from opening of Business Hours on 04th April, 2024.

25. PARTICULERS OF EMPLOYEES:-

Disclosures with respect to the remuneration of the Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as an Annexure - V, forming part of this Annual Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Board's Report and Financial Statements are being sent to the Members after excluding the disclosure on particulars of the employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining such information may address their e-mail to:- cs@mahalaxmieroup.net.

26. ANNUAL RETURN:-

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for F.Y. 2023-24 has been disclosed on the Company's website and the same may be accessed on the Company's website at the link:- https://mrtglobal.com/wp-content/uploads/2024/08/ Draft-Annual-Return-of-F.Y.-2023-24.pdf

27. LISTING:-

The Securities of your Company are listed with two Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the Annual Listing fees of the BSE and NSE, for the F.Y. 2024-25, have been paid within due date. The annual custodian fees to NSDL & CDSL have been paid for the Securities of the Company held in dematerialized mode with them, for F.Y. 2024-25.

28. COMPULSORY TRADING IN DEMAT:-

The SEBI vide its Master Circular dated 07th May, 2024, has mandated Listed Companies to issue securities in demat form only while processing any service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of Securities Certificate; Endorsement; Sub-Division/Splitting of Securities Certificate; Consolidation of Securities Certificates/ Folios; Transmission and Transposition.

In view of the same and to eliminate all risks associated with physical Shares and to avail various benefits of dematerialisation, the Members are advised to dematerialise the Shares held by them in physical form.

29. INSURANCE:-

All the assets of the Company including the inventories, buildings and plant & machineries are adequately insured.

30. ENVIRONMENT:-

As a responsible corporate citizen and as a Textiles Processing Unit, environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliance of stipulated pollution control norms.

31. ENHANCING SHAREHOLDERS VALUE:-

Your Company believes that its Members are among its most important Stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating & building for growth, enhancing the productive asset & resource base and nurturing overall corporate reputation. Your Company is also committed for creating value for its other Stakeholders by ensuring that its corporate actions positively impact the socio economic and environmental dimensions and contribute to sustainable growth and development.

32. DEPOSITORY SYSTEM:-

As the Members are aware, the Company's Equity Shares are tradable in electronic form. As on 31st March, 2024, out of the Company's total Equity Paid-up Share Capital comprising of 1,06,20,275 number of Equity Shares, only 48,000 number of Equity Shares were in physical form and the remaining Shares were in electronic form. In view of the numerous advantages offered by the Depository System, the Members holding Shares in physical form are advised to avail themselves of the facility of dematerialization.

33. GENERAL:-

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:-

I. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future.

II. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

III. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Bank or Financial Institution.

IV. Giving of loan to person in employment of the Company with a view to enabling him/her to purchase or subscriber for fully Paid-up Equity Shares in the Company.

V. Revision of Financial Statement and Board's Report.

VI. Pledge of Equity Shares of the Directors of the Company with any Bank or Financial Institution.

34. APPRECIATION:-

Your Directors thanks various Central and State Government Departments, Organizations and Agencies, for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all the Stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other Business Partners, for the excellent support received from them during the year under review and look forward to their continued support in future. The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.