Your Board of Directors are pleased to present the 111^th Annual Report on the business and operations of the
Company and the Audited Financial Statements for the financial year ended on March 31,2025.

FINANCIAL RESULTS

The financial results of the Company are as under:

' in Crores

OVERVIEW, STATE OF THE COMPANY AFFAIRS AND
THE YEAR IN RETROSPECT

2024-25 unfolded amid global economic uncertainty
and heightened geopolitical tensions. Despite these
challenges, the Indian economy continued its growth
trajectory, driven by resilient domestic consumption,
strong macroeconomic fundamentals, expanding
export opportunities and supportive government
initiatives.

In line with this broader economic momentum, the
Company delivered a strong financial performance
during the year, further strengthening its leadership
position in the school and corporate uniform segment.
This growth was enabled by the Company's robust
pan-India supply chain, a mature vendor ecosystem,
and a demonstrated ability to efficiently execute large-
scale institutional orders.

For 2024-25, the Company reported a Total Income of
' 2,845.30 Crores, marking a year-on-year growth of
33%. It is noteworthy that the EBITDA for 2023-24
included a one-time gain of ' 38.2 Crores from the sale of

investment properties and assets held for sale. No such
non-recurring income was recorded during 2024-25.
Excluding this one-time gain, the Company exhibited
a substantial improvement in its core operating
profitability. EBITDA for 2024-25 stood at ' 106.53
Crores, while Net Profit was ' 98.14 Crores, reflecting
strong operational execution and prudent financial
management.

BORROWINGS, LOANS, GUARANTEES AND
INVESTMENTS

During the year under review, the Company repaid
long-term borrowings amounting to ' 17.16 Crores,
reinforcing its commitment to prudent financial
management and a stronger balance sheet. The
Company extends its sincere appreciation to its
banking partners and financial institutions for their
continued support and confidence, which have been
instrumental in facilitating its growth and meeting its
financial obligations.

In accordance with the provisions of Section 186
of the Companies Act, 2013, the Company has not

granted any loans or provided any guarantees during
the financial year. However, the Company has made
an investment of ' 60 lakhs in the equity share capital
of its newly incorporated subsidiary, Pieflowtech
Solutions Private Limited (PSPL).

CREDIT RATING

During 2024-25, the Company's credit profile
witnessed a notable improvement, as evidenced by
upgrades from two leading credit rating agencies.

Acuite Ratings & Research Limited revised the
Company's credit rating to 'ACUITE BBB ' (Upgraded)
with a Stable outlook for long-term facilities and to
'ACUITE A2' (Upgraded) for short-term facilities.

CARE Ratings Limited also upgraded the Company's
credit ratings to 'CARE BBB ' with a Stable outlook
for long-term facilities and 'CARE A2' for short-term
facilities.

These upgrades reflect the Company's stronger
financial position, consistent operational performance
and sound credit metrics. A detailed analysis of the
Company's financial and operational performance
is presented in the Management Discussion and
Analysis Report, which forms an integral part of this
Annual Report.

DIVIDEND

During the year under review, the Board of Directors
declared and paid an Interim Dividend of ' 1/- per
equity share of ' 2/- each (i.e., 50% of the face value),
which was disbursed in August 2024. Further, based
on the Company's performance, the Board has
recommended a final dividend of ' 1/- per equity share
of ' 2/- each (i.e., 50% of the face value) for the financial
year ended March 31,2025, subject to the approval of
members at the ensuing 111^th Annual General Meeting.
With this, the total dividend for 2024-25 amounts to
' 2/- per equity share of ' 2/- each, representing 100%
of the face value.

The dividend recommendation is in accordance with
the Company's Dividend Distribution Policy, which is
available on the Company's website at: https://www.
mafatlals.com/investors/.

In accordance with SEBI Circular SEBI/HO/MIRSD/
MIRSD-PoD-1/P/CIR/2023/37 dated March 16,

2023 and SEBI Circular SEBI/HO/MIRSD/POD-1/P/
CIR/2024/81 dated June 10, 2024 (effective from
April 1, 2024), dividend payments will be withheld for
shareholders holding shares in physical form if any
KYC details are not updated as of the record date.
Intimations have already been sent to the concerned
shareholders, advising them to update their KYC
details by submitting the relevant ISR forms along with
self-attested supporting documents. These forms can
be downloaded from the websites of the Company and
its Registrar and Transfer Agent (RTA).

Pursuant to the Finance Act, 2020, read with applicable
provisions of the Income-tax Act, 1961, dividend
income is taxable in the hands of shareholders with
effect from April 1, 2020. Accordingly, the Company
shall deduct tax at source (TDS) on the dividend
payment at the prescribed rates, in compliance with
applicable tax laws.

UNCLAIMED DIVIDEND AND INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013 ('the Act') read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ('the IEPF Rules'),
during the year the Company transferred unclaimed
dividend amounting to ' 4,86,570/- to the Investor
Education and Protection Fund ('IEPF'), established by
the Government of India. Further, a total of 10,72,644
shares were transferred to the demat account of
the IEPF, in accordance with the IEPF Rules, as the
dividend on these shares had remained unclaimed by
the shareholders for seven years. Details of the shares
and dividend transferred to the IEPF account are
available on the Company's website at: https://www.
mafatlals.com/investors/.

The nodal officer for the purpose of Compliances
relating to IEPF is Mr. Amish P. Shah, Company
Secretary and Compliance Officer of the Company. The
details of the same are mentioned on the Company's
website.

CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Company allotted an
aggregate of 4,07,500 fully paid-up equity shares of
' 2/- each under the Mafatlal Employee Stock Option

Scheme, 2017. Consequently, the subscribed and
paid-up equity share capital of the Company increased
from ' 14,30,05,860/- to ' 14,38,20,860/-, comprising
7,19,10,430 equity shares of ' 2/- each.

There was no issue of equity shares with differential
rights as to dividend, voting, or otherwise during the
year. Additionally, the Company did not undertake any
buyback of shares during the year under review.

SCHEME OF THE ARRANGEMENT FOR CAPITAL
REDUCTION AND CAPITAL REORGANIZATION

The Board of Directors, at its meeting held on
November 14, 2022, approved a Scheme of
Arrangement ("Scheme”) between the Company and
its Shareholders for the reduction and reorganisation
of the Company's capital. Under this Scheme, the
credit balances of various reserves appearing in the
Balance Sheet were proposed to be adjusted against
the entire debit balance of Retained Earnings.

The Scheme was formulated in accordance with
applicable laws and does not prejudicially affect
the interests of the Company, its shareholders,
or any other stakeholders, nor does it impair the
Company's operations or its ability to meet financial
commitments.

The National Company Law Tribunal, Ahmedabad
('NCLT') approved the Scheme by its order dated
April 29, 2024, specifying March 31, 2024, as the
Appointed/Efficient date. However, as this date
differed from the originally proposed Appointed
Date of April 1, 2022, the Company, on May 6, 2024,
filed an interlocutory application with the NCLT
seeking modification of the order to reflect the
originally proposed date, i.e. March 31,2023. Pending
adjudication of the application and based on legal
opinion obtained, the effect of the Scheme was not
incorporated in the financial statements for the
financial year 2023-24.

Subsequently, the NCLT, by its order dated
June 27, 2024, allowed the application and revised
the Appointed Date to March 31,2023. As the audited
financial statements for 2023-24 had already been
approved by the Board on May 27, 2024, the effect of
the Scheme has been accounted for in the first quarter
of 2024-25.

APPOINTMENT/RE-APPOINTMENT AND CESSATION
OF DIRECTORS

Appointment of Directors

Based on the recommendations of the Nomination
and Remuneration Committee, the Board of Directors
of the Company, at its meeting held on May 27, 2024,
approved the re-appointment of Mr. Atul K. Srivastava
(DIN: 00046776) as an Independent Director for a
second term of five consecutive years, effective from
August 4, 2024 and appointment of Mr. Abhay R.
Jadeja (DIN: 03319142) and Mr. Ashutosh S. Bishnoi
(DIN: 02926849) as Independent Directors for a
first term of five consecutive years, effective from
May 27, 2024. The appointments and re-appointment
were duly approved by the shareholders at the
110^th Annual General Meeting held on August 2, 2024.

Further, based on the recommendations of the
Nomination and Remuneration Committee, the Board
of Directors of the Company, at its meeting held
on October 26, 2024, approved the appointment of
Mr. Jyotin K. Mehta (DIN: 00033518) as an Independent
Director for his first term of five consecutive years,
effective from the same date. His appointment
was approved by the shareholders through Special
Resolution (through Postal Ballot) on January 7, 2025.

Based on the recommendations of the Nomination
and Remuneration Committee, the Board of
Directors of the Company, at its meeting held on
February 4, 2025, approved the appointment of Mr. Desh
Deepak Khetrapal (DIN: 02362633) and Dr. Archana
N. Hingorani (DIN: 00028037) as an Independent
Directors for their first term of five consecutive years,
effective from February 4, 2025. These appointments
were also approved by the shareholders through
Special Resolutions passed (through Postal Ballot) on
April 15, 2025.

Re-appointment of Director retiring by rotation

Pursuant to Section 152(6) of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Hrishikesh A. Mafatlal (DIN 00009872), retires by
rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.

The requisite particulars in respect of Directors seeking
re-appointment are provided in Notice convening the
Annual General Meeting.

All the directors of the Company have confirmed that
they are not disqualified from being appointed as
directors under Section 164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of
directors are available on the website of the Company
at : https://www.mafatlals.com/investors/.

Cessation

Upon completion of her respective second terms as
Independent Director, Mrs. Latika P. Pradhan (DIN:
07118801) ceased to be an Independent Director from
the close of business hours on April 16, 2025.

The Company places on record its sincere appreciation
for her contributions during her tenure on the Board.

The second term of Mr. Sujal A. Shah (DIN: 00058019)
and Mr. Gautam G. Chakravarti (DIN: 00004399) as
Independent Directors will conclude at the end of the
day on May 29, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, following are the Key
Managerial Personnel (KMP) of the Company during
the financial year.

• Mr. Priyavrata H. Mafatlal, Managing Director.

• Mr. M. B. Raghunath, Chief Executive Officer.

• Mr. Milan P. Shah, Chief Financial Officer, and

• Mr. Amish P. Shah, Company Secretary

During the year under review, there has been no change
in Key Managerial Personnel of the Company.

Mr. Milan P. Shah, Chief Financial Officer of the
Company, will retire with effect from May 31, 2025.
Based on the recommendations of the Nomination and
Remuneration Committee and the Audit Committee,
the Board of Directors, at its meeting held on
May 13, 2025, approved the appointment of Mrs.
Smita Jhanwar as the Chief Financial Officer (CFO) of
the Company with effect from June 1, 2025. She has
been associated with the Company for over nine years
and was appointed as Vice President - Finance in the
previous year.

COMMITTEES OF BOARD

As required under the Companies Act, 2013 and
the SEBI (LODR) Regulations 2015, the Company

has constituted various Statutory Committees. As
of March 31, 2025, the Board has constituted the
following committees /sub-committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility (CSR) Committee

• Share Allotment Committee

• Investment and Diversification Committee

INDEPENDENT DIRECTORS AND THEIR MEETING

In terms of Section 149 of the Companies Act, 2013,
Mr. Atul K. Srivastava, Mr. Gautam G. Chakravarti,
Mr. Sujal A. Shah, Mr. Ashutosh S. Bishnoi, Mr. Abhay R.
Jadeja, Mr. Jyotin K. Mehta, Mr. Desh Deepak Khetrapal,
and Dr. Archana N. Hingorani are the Independent
Directors of the Company.

In accordance with Regulation 25(8) of the SEBI
(LODR) Regulations, 2015, all Independent Directors
have confirmed that they are not aware of any
circumstances or situation which exists or may
reasonably be anticipated to impair or impact
their ability to discharge their duties. Based on the
declarations received from the Independent Directors,
the Board of Directors has confirmed that they meet the
criteria of independence as mentioned under Section
149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (LODR) Regulations, 2015, and
that they are independent of the management. In
the opinion of the Board, there has been no change
in the circumstances which may affect their status
as an Independent Directors of the Company and
the Board is satisfied of the integrity, expertise and
experience (including proficiency in terms of Section
150(1) of the Companies Act, 2013 and applicable
rules thereunder) of all Independent Directors on the
Board. Further, in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, the Independent
Directors of the Company have included their names in
the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs ('IICA'). During
the year under review, the Non-Executive Independent
Directors ('NEIDs') of the Company had no pecuniary

relationship or transactions with the Company, other
than sitting fees and commission, as applicable,
received by them.

BOARD EVALUATION

Pursuant to the applicable provisions of the
Companies Act, 2013, as amended from time to time
and in accordance with Regulations 17 and 25 of the
SEBI (LODR) Regulations, 2015, the Board of Directors
has carried out an annual evaluation of its own
performance, the performance of individual Directors
and the functioning of its Committees, including the
Audit Committee, the Nomination and Remuneration
Committee and other Committees of the Board.

The performance evaluation of the Whole-time/
Executive Directors was conducted based on various
qualitative and quantitative criteria including, but
not limited to, qualifications, experience, domain
knowledge, commitment, integrity, leadership
capabilities, strategic vision, level of engagement,
transparency, analytical skills, decision-making and
adherence to sound governance practices.

The Board noted with appreciation the valuable
contributions, strategic insights and guidance provided
by each Director, which have been instrumental in
achieving the Company's objectives and fostering
sustainable growth.

In addition, as required under Regulation 25 of the
SEBI (LODR) Regulations, 2015, a separate meeting
of the Independent Directors was held, where the
performance of the Non-Independent Directors, the
Board as a whole, and the Chairperson of the Company
was reviewed and evaluated.

POLICY ON APPOINTMENT OF DIRECTORS AND
BOARD DIVERSITY

In terms of the provisions of Section 178(3) of the
Companies Act, 2013 and Regulation 19 read with Part
D of Schedule II to SEBI (LODR) Regulations, 2015, the
Nomination and Remuneration Committee (NRC) is
responsible for determining the qualifications, positive
attributes and independence of a Director. The NRC
is also responsible for recommending to the Board, a
policy relating to the remuneration of the Managing
Director, Executive Directors and Directors. In line with
this requirement, the Board has adopted the Policy
on appointment of Directors and Board diversity. The

policy is available on the website of the Company at
https://www.mafatlals.com/investors/.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2013, the Board, to the best of their knowledge and
based on the information and explanations received
from the management of the Company, confirms that:

1. the applicable accounting standards have been
followed in preparation of annual accounts for
the financial year ended on March 31, 2025, and
proper explanations have been furnished relating
to material departures.

ii. accounting policies have been selected and
applied consistently and prudent judgments and
estimates have been made to give a true and fair
view of state of affairs of the Company at the end
of the financial year and of the profit and loss of
the Company for the year under review.

iii. proper and sufficient care has been taken for
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 annual accounts for the financial year ended
on March 31, 2025, have been prepared on a
going concern basis.

v. internal financial controls are in place and such
financial controls are adequate and operating
effectively.

vi. adequate systems to ensure compliance with the
provisions of all applicable laws are in place and
operating effectively.

EMPLOYEE STOCK OPTION SCHEME-2017

At the 103^rd Annual General Meeting held on August

2, 2017, the shareholders of the Company approved,
by way of a Special Resolution, the creation of an
Employee Stock Option Pool comprising 34,75,000
equity shares (post-adjustment for the sub-division of
equity shares from ' 10/- each to ' 2/- each), under the
Mafatlal Employee Stock Option Scheme - 2017 (ESOP
Scheme - 2017).

The ESOP Scheme - 2017 has been formulated in
compliance with the provisions of the Securities and
Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014, as amended from time to
time, and is also aligned with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021.

In accordance with regulatory requirements, a
certificate from M/s. Umesh Ved & Associates,
Secretarial Auditors of the Company, confirming
that the Scheme complies with the applicable SEBI
regulations, will be made available for inspection by
shareholders at the ensuing 111^th Annual General
Meeting. The disclosures as mandated under the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, along with other applicable
statutory information, are provided in Annexure D to
this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year, the Company incorporated
a subsidiary company named Pieflowtech Solutions
Private Limited ('PSPL'), in which the Company holds
60% of the equity share capital, classifying PSPL as a
subsidiary under the provisions of the Companies Act,

2013. The incorporation of PSPL is a strategic initiative
aimed at strengthening the Company's footprint in the
technology solutions domain. This move is aligned
with the Company's long-term strategic objectives and
is expected to enhance consolidated performance in
the forthcoming years.

All requisite disclosures in connection with the
incorporation of PSPL have been duly made to BSE Ltd.
in accordance with the SEBI (LODR) Regulations, 2015.

The financial details of the subsidiary are included in
the Notes to the Consolidated Financial Statements
forming part of this Annual Report. The Company
does not have any material subsidiary or associate
company as defined under applicable regulations.

The Company does not have any material subsidiary,
however, the Company has formulated a policy for
determining material subsidiary(ies) and such policy
has been disclosed on the Company's website and can
be accessed at: https://www.mafatlals.com/investors/

In accordance with the provisions of Section 129(3)
of the Companies Act, 2013, read with Rule 5 of the

Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial
statements of the Company's subsidiaries has been
annexed in the prescribed Form AOC-1.

The audited financial statements of the subsidiaries of
the Company for the financial year ended March 31,
2025, have been made available on the Company's
website at: www.mafatlals.com/investors.

These documents are open for inspection by any
member at the Registered Office of the Company on
all working days (Monday to Friday) between 3:00 p.m.
and 5:00 p.m. The Company will also provide copies of
the said documents to any member upon request.

The Company does not have any joint ventures or
associate companies during the year or at any time
after the closure of the year and till the date of the
report.

As reported last year, Al Fahim Mafatlal Textiles LLC
(UAE) (JV Company) remained non-operational
and since there is no foreseeable beneficial future,
the Board of Directors of the Company and the JV
Partner have consented for voluntary winding up/
closure of that entity. The Company has also written
to the Ministry of Commerce, Department of Economic
Development, Dubai that there has been no operation
of the said JV Company since 2016 and accordingly,
the Company has not applied for renewal of license to
continue to operate the business there. The audited
accounts of that JV Company are not consolidated
with the Accounts of the Company from 2018-19
onwards. Other than as disclosed herein, there is no
company that has ceased to be subsidiary, associate
or joint venture of the Company during the financial
year. The statement containing salient features of the
financial statement of subsidiary company (Pursuant
to the first proviso to sub-section (3) of Section 129
read with Rule 5 of the Companies (Accounts) Rules,
2014) is further annexed as part of the Notes forming a
part of the Consolidated Financial Statement as FORM
AOC-1.

DEPOSITS

The Company has neither accepted nor renewed any
deposits during the financial year ended on March 31,
2025, and as such, does not hold any deposits within the

meaning of Chapter V of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules,

2014. Accordingly, no disclosure or reporting is required
in respect of deposits under the said provisions.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments
in the business operations of the Company for the
financial year ended on March 31,2025, to the date of
the signing of the Directors' Report.

INTERNAL FINANCIAL CONTROL (IFC)

The existing IFCs are adequate and commensurate
with the nature, size, and complexity of the business
and business processes followed by the Company. The
Company has a well laid down framework for ensuring
adequate internal controls over financial reporting.

AUDIT TRAIL AND DATA BACK UP

Based on the examination, the Management confirms
that the Company has used accounting software for
maintaining its books of account which has a feature
of audit trail (edit log) and that has operated throughout
the year for all relevant transactions recorded in the
software except that audit trail was not available in
case of modification with certain specific functionality
in the application and for direct database changes.
Further, the Company has not noticed any instance of
audit trail feature being tampered with in cases where
the audit trail feature was enabled. Further, the audit
trail, to the extent maintained in the prior year, has been
preserved. Further, the Company has also implemented
practices for daily backups of the entire database and
application in remote locations.

SHARES LYING IN UNCLAIMED SUSPENSE ACCOUNT
IN ELECTRONIC MODE

As of March 31,2025, a total of 915 equity shares have
been transferred to the Unclaimed Share Suspense
Account in accordance with Regulation 39(4) read with
Schedule VI of the SEBI (LODR) Regulations, 2015.

The voting rights on these shares shall remain
frozen until the rightful owners claim their shares.
Shareholders entitled to these shares may claim
them by following the procedure prescribed under the
applicable laws and regulations.

SUCCESSION PLAN

The Company has an effective mechanism for
succession planning focusing on the orderly
succession of Directors, Key Management Personnel,
and Senior Management. The Nomination and
Remuneration Committee implements this mechanism
in concurrence with the Board.

FAMILIARIZATION PROGRAMMES FOR THE
INDEPENDENT DIRECTORS

The Company conducts familiarization programmes
for its Independent Directors to provide insights into the
nature of the industry in which the Company operates,
as well as its business model. These programmes
are designed to enable the Directors to perform their
roles effectively and contribute meaningfully to Board
deliberations.

In addition, the Directors are periodically updated
on significant regulatory developments, including
amendments to the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, particularly those pertaining to their
roles, rights, and responsibilities.

There is also regular interaction between the
Independent Directors and the Key Managerial
Personnel (KMPs) to ensure a deeper understanding of
the Company's operations and key strategic initiatives.

The details of the familiarization programme are
available on the Company's website at: https://www.
mafatlals.com/investors/.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code
of Conduct ('Code') to regulate, monitor, and report
trading in its securities by designated persons and
their immediate relatives, in line with the provisions
of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as
amended.

The Code lays down detailed procedures to be
followed by designated persons while trading in the
Company's securities and while handling or sharing
Unpublished Price Sensitive Information ('UPSI').
It includes provisions for maintaining a structured
digital database, implementing a robust mechanism

for the prevention of insider trading, and sensitising
employees about the significance and confidentiality
of UPSI.

Additionally, the Code incorporates a Code of Practices
and Procedures for Fair Disclosure of UPSI, ensuring
transparent and timely disclosure in accordance with
regulatory requirements.

The Code is available on the Company's website at:
https://www.mafatlals.com/investors/.

INDUSTRIAL RELATIONS

The relationship between the employees and
management remained cordial and harmonious
throughout the financial year under review. As of
March 31, 2025, the Company had 1,043 permanent
employees on its payroll, compared to 1,216 in the
previous financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Mafatlal Industries Limited, a part of the Arvind
Mafatlal Group, has been deeply committed to its
social responsibilities, long before CSR became
a statutory obligation. The Company's initiatives
traditionally focus on poverty alleviation, healthcare,
early childhood education, and the empowerment of
women, particularly in rural India.

In compliance with the provisions of Section 135 of
the Companies Act, 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
the Company has constituted a CSR Committee
comprising the following members:

• Mr. Hrishikesh A. Mafatlal - Chairman

• Mr. Atul K. Srivastava - Member

• Mr. Sujal A. Shah - Member

Based on the recommendations of the CSR Committee,
the Board of Directors has adopted a CSR Policy that
reflects the Group's philosophy and commitment to
meaningful social impact. The Policy outlines the
guiding principles, implementation mechanisms,
and focus areas for CSR initiatives in accordance
with statutory requirements. The CSR policy of the
Company is available on its website at: https://www.
mafatlals.com/investors/

In accordance with Section 135 of the Companies
Act, 2013, the Company's CSR spending obligation
is determined based on the calculation of net profits
under Section 198 of the Companies Act, 2013. For
2024-25, the Company continues to have accumulated
losses and accordingly, there is no statutory obligation
to spend 2% of the average net profits of the preceding
three financial years on CSR activities.

However, in line with the Arvind Mafatlal Group's
enduring commitment to social welfare, the Company
voluntarily contributed ' 40 Lakhs towards various
CSR initiatives during the year. To ensure effective
implementation of the CSR Policy, review and approve
the CSR Annual Action Plan, the CSR Committee
convened two meetings during 2024-25, held on May
6, 2024, and October 25, 2024.

The statutory disclosures required under the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 are annexed to this Report as Annexure E
and form an integral part of the Board's Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the
Company during the financial year were conducted at
arm's length and in the ordinary course of business, in
compliance with applicable provisions of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015.

There were no materially significant related party
transactions with Promoters, Directors, Key Managerial
Personnel, subsidiary companies, or other designated
persons that could potentially conflict with the interest
of the Company at large.

Further, none of the related party transactions during
the year required approval from the shareholders
under applicable regulations.

In accordance with Regulation 23(2)(c) of the SEBI
(LODR) Regulations, 2015, the Company has obtained
prior approval from the Audit Committee for all related
party transactions involving its subsidiary companies
where the Company itself is not a party, and which fall
within the specified threshold limits.

The Policy on Related Party Transactions, as approved
by the Board of Directors, is available on the Company's
website at: https://www.mafatlals.com/investors/

The details of all related party transactions undertaken
during the financial year 2024-25 are disclosed in the
Notes to the Financial Statements and also provided in
the prescribed format in Form AOC-2, annexed to this
Report as Annexure A.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT, CORPORATE GOVERNANCE REPORT

As required under Schedule V (B) and (C) of the
SEBI (LODR) Regulations, 2015, the Management
Discussion and Analysis Report as well as the
Corporate Governance Report are attached herewith
and marked as Annexure I and II respectively and the
same forms the part of this Directors' Report.

OTHER STATUTORY DISCLOSURES

(a) Number of Board Meetings

The details of Board meetings and the attendance
of the Directors are provided in the Corporate
Governance Report, which forms a part of this
Report.

(b) Committees of Board

Details of the various committees constituted
by the Board of Directors, as per the provisions
of the SEBI (LODR) Regulations, 2015 and
the Companies Act, 2013, are provided in the
Corporate Governance Report which form a part
of this Report.

(c) Vigil Mechanism/Whistle Blower Policy

The Company believes in conducting the affairs
of its constituents in a fair and transparent
manner by adopting the highest standards of
professionalism, honesty, integrity, and ethical
behaviour. In line with this, the Company has
adopted a Whistle Blower Policy and established
an appropriate vigil mechanism to enable
employees and Directors to report concerns
about unethical behaviour, actual or suspected
fraud, or violation of the Company's code of
conduct, without fear of retaliation.

The mechanism provides for direct access to
the Chairman of the Audit Committee and it is
confirmed that no person has been denied such
access during the financial year.

The Whistle Blower Policy is available on the
Company's website at: www.mafatlals.com/
investors/ .

(d) Significant and Material Orders Passed by the
Regulators or Courts

There are no significant and material orders
passed by the Regulators or Courts or Tribunals,
which would impact the going concern status and
the Company's operations.

(e) Annual Return

The Annual Return of the Company as on
March 31,2025, is available on the website of the
Company at www.mafatlals.com/investors/.

(f) Disclosures Under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has put in place an Anti-Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013,
read with other applicable provisions. Internal
Complaints Committees are constituted and
regularly redress complaints, if any. During the
financial year under review, no complaints were
received with regard to sexual harassment from
any employee of the Company and necessary
disclosure for the same has been given to
the concerned Government departments for
respective locations.

(g) Insurance

The Company has taken appropriate insurance
for all assets against foreseeable perils. In line
with the requirements of Regulation 25(10) of the
SEBI (LODR) Regulations 2015, the Company has
in place a directors and officers liability insurance
policy.

(h) Secretarial Standards

The Company has established appropriate
systems to ensure compliance with all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI). The Board
affirms that these systems are adequate and
are operating effectively to ensure consistent
adherence to the prescribed standards.

All applicable Secretarial Standards (SS) have
been complied with by the Company during the
financial year.

(i) Risk Evaluation and Management

Business Risk Evaluation and Management
is an ongoing process embedded within the
Company's operations. The Company has
established a comprehensive risk management
framework designed to identify, assess, monitor,
and mitigate risks, while also recognizing and
leveraging potential business opportunities.

In accordance with Regulation 21(5) of the SEBI
(LODR) Regulations, 2015, the constitution of
a Risk Management Committee is mandatory
for the top 1,000 listed entities based on market
capitalization as at the end of the immediate
previous financial year. As the Company does not
fall within this threshold, the said provision is not
applicable to the Company.

(j) Policies

During the financial year under review, the Board
of Directors of the Company reviewed all changes
and adopted applicable policies to comply with
the recent amendments in the Companies Act,
2013 and SEBI (LODR) Regulations 2015.
Accordingly, the updated policies are available on
the Company's website at https://www.mafatlals.
com/investors/.

(k) Cyber Security

The Company has established cyber security
and crisis management policies to prevent
cyber threats and manage incidents pertaining
to cybersecurity and data privacy effectively. It
also tracks emerging practices and technologies
to enhance the security of IT systems and
infrastructure on a continuous basis.

(l) No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there
is no instance of one-time settlement with any
Bank or Financial Institution.

(m) No shares with differential voting rights and
sweat equity shares have been issued. All equity
shares issued by the Company carry equal voting
rights.

(n) There has been no change in the nature of
business of the Company.

(o) As there was no buyback of shares during the
year, the Company has nothing to disclose with
respect to buyback of shares.

AUDITORS

I. Statutory Auditors

Pursuant to the provisions of Section 139 and
other applicable provisions of the Companies
Act, 2013 and the Rules made thereunder,
M/s. Price Waterhouse Chartered Accountants
LLP (Firm registration No.012754N/N500016)
were re-appointed as statutory auditors of
the Company for a period of five years by the
members of the Company at the 108^th Annual
General Meeting (AGM). Their appointment is
effective from the conclusion of the 108^th AGM
till the conclusion of the 113^th AGM, which will be
held in 2027.

The Company received written consent and
a certificate of eligibility in accordance with
Sections 139, 141 and other applicable provisions
of the Companies Act, 2013 and Rules made
thereunder, from M/s. Price Waterhouse Chartered
Accountants LLP. They confirmed to hold a valid
certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India (ICAI)
as required under the SEBI (LODR) Regulations,

2015. M/s. Price Waterhouse Chartered
Accountants LLP, Chartered Accountants, (Firm
registration No.012754N/N500016) issued
Auditor's Report for the financial year ended on
March 31, 2025 and there were no qualifications
in Auditors' Report.

II. Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the rules framed
thereunder, the Company appointed Mr. Umesh
Ved, M/s. Umesh Ved & Associates, Practising
Company Secretaries, Ahmedabad (FCS No.:
4411, COP No.: 2924 Peer Review No.: 766/2020)
to conduct the Secretarial Audit for 2024-25. The
Secretarial Audit Report is annexed to this Report
as Annexure - III and forms an integral part of the

Board's Report. The Report does not contain any
qualifications, reservations, or adverse remarks.

I n accordance with Regulation 24A of the SEBI
(LODR) Regulations, 2015, as amended in 2024,
listed entities are required to appoint a peer-
reviewed Secretarial Auditor for a term of five
consecutive years. Such appointment shall
be based on the recommendation of the Audit
Committee and approval of the Board of Directors
and shall be subject to the approval of members
at the Annual General Meeting.

I n compliance with the above requirements, the
Board of Directors of the Company, at its meeting
held on May 13, 2025, upon the recommendation
of the Audit Committee, approved the appointment
of Mr. Umesh Ved, M/s. Umesh Ved & Associates,
Practicing Company Secretary Ahmedabad,
as the Secretarial Auditor of the Company for
a first term of five consecutive financial years
commencing from FY 2025-26 to FY 2029-30,
subject to the approval of the members at the
ensuing 111^th Annual General Meeting of the
Company.

The Company has received a certificate from
Mr. Umesh Ved confirming his eligibility and
consent to act as the Secretarial Auditor, in
accordance with the applicable provisions of
the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

III. Cost Auditor

Pursuant to the provisions of Section 148 of
the Companies Act, 2013, read with the relevant
rules made thereunder, the maintenance of cost
records is applicable to the Company's 'Textiles'
products. Accordingly, the Company has duly
maintained the requisite cost accounts and
records as prescribed.

The cost audit for the financial year 2023-24
was completed in a timely manner, and the Cost
Audit Report, along with the requisite data in the
prescribed Form CRA-4, was duly filed with the
Ministry of Corporate Affairs (MCA) within the
stipulated timeline.

For the financial year 2024-25, the cost audit of
the Company's 'Textiles' segment is being carried

out by M/s. B. Desai & Co. (Firm Registration
No. 005431), Cost Auditors, in accordance with
applicable provisions. The Cost Audit Report for
the financial year 2024-25 will be submitted to the
MCA on or before the due date, after it is reviewed
and approved by the Board of Directors.

Based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on May 13, 2025, has re-appointed M/s. B.
Desai & Co. as the Cost Auditors of the Company
for the financial year 2025-26, for auditing the
cost records relating to the 'Textiles' products.

The Audit Committee has received a certificate
from the Cost Auditors confirming their
independence and eligibility to act as Cost
Auditors under applicable laws.

The Board of Directors has approved a
remuneration of ' 4,75,000/- (Rupees Four Lakhs
Seventy-Five Thousand only) plus applicable
taxes, and reimbursement of out-of-pocket
expenses actually incurred for the purpose of the
audit for the financial year 2025-26.

As required under the provisions of Section 148
of the Companies Act, 2013, the remuneration
payable to the Cost Auditors is being placed
before the Members for ratification at the 111^th
Annual General Meeting of the Company.

IV. Internal Auditor

M/s. Aneja Assurance Pvt. Ltd., a reputed
internal audit firm of Mumbai, conducted
the Internal Audit of the Company for
the financial year 2024-25. Based on the
recommendation of the Audit Committee,
the Board of Directors, at its meeting held on
May 13, 2025, appointed M/s. Aneja Assurance
Pvt. Ltd. as the Internal Auditors of the Company
for the financial year 2025-26.

The Audit Committee, in consultation with
the Internal Auditors, determines the scope,
functioning, periodicity, and methodology for
conducting the internal audit to ensure effective
evaluation and monitoring of internal controls
and processes across the organization.

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

Information required under Section 134(3)(m) of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is enclosed as Annexure - B
and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is enclosed as
Annexure - C and forms a part of the Report.

APPRECIATION

The Board of Directors places on record its sincere
appreciation for the dedicated efforts and commitment
of the Company's workers, staff and officers, whose
continued contribution has been instrumental in the
Company's performance.

The Directors also extend their gratitude to the
Company's customers, business associates, bankers,
government departments, regulatory authorities,
service providers, suppliers and shareholders for their
steadfast support and cooperation during the year.

For and on behalf of the Board of Directors,

Mafatlal Industries Limited,

Hrishikesh A. Mafatlal

Chairman
(DIN: 00009872)

Place: Mumbai
Date: May 13, 2025