DIRECTORS' REPORT

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of Master Components Limited together with the audited financial statements for the financial year ended on 31st March, 2026.

1. The state of affairs and financial performance of Master Components Limited

The summary of the financial performance for the financial year ended 31st March, 2026 is given below:

2. Review of Operations

The Total Income of the Company is Rs. 74,66,32,512/- for the financial year ended 31st March, 2026 as against Rs. 42,81,07,105/- in the previous year. The Company made a net profit (after tax) of Rs. 7,44,35,830/- for the financial year ended 31st March, 2026 as compared to Rs. 6,49,30,097/- in the previous year.

The growth during the year was supported by the operationalisation of the additional manufacturing facility taken on a five-year licensing arrangement effective 1st April, 2025, deeper penetration into the healthcare, childcare and precast industry segments, and continued expansion of business with our long-standing customers in the electrical, automotive and industrial sectors.

3. Cash Flow and Financial Statements

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement for the financial year ended on 31st March, 2026 forms part of the Annual Report.

4. Amounts proposed to be carried to reserves

Pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to the General Reserve Account of the Company during the financial year ended on 31st March, 2026.

5. Dividend

To give the benefit of investment to the shareholders, the Board of Directors has, in its meeting held on 5^th June, 2026, recommended a final dividend of Rs. 0.75/- (Rupees Seventy-Five Paise) per equity share of face value Rs. 10/- (Rupees Ten) each, subject to the approval of the members in the ensuing 27th Annual General Meeting of the Company for the financial year ended on 31st March, 2026.

6. Transfer of unpaid and unclaimed amounts to Investor Education and Protection Fund

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to the Investor Education and Protection Fund (I EPF).

7. Share Capital of Master Components Limited and changes therein

A] Authorized Capital

The Authorized Share Capital of the Company is Rs. 4,50,00,000/- consisting of 45,00,000 equity shares of Rs. 10/- each.

B] Issued, Subscribed and Paid-up Capital

The issued, subscribed and paid-up share capital of the Company was Rs. 4,00,00,000/- consisting of 40,00,000 Equity Shares of Rs. 10/- each.

C] Changes in Share Capital

During the period under review, there was no change in the authorized, subscribed, issued and paid-up capital of the Company.

8. Depository System & Registrar and Transfer Agent

Entire paid-up equity shares i.e. 40,00,000 equity shares of the Company are in dematerialized form as on 31st March, 2026, and the Company has appointed M/s Bigshare Services Private Limited as the Registrar and Share Transfer Agent of the Company.

9. Change in the nature of business

There has been no change in the nature of business of the Company during the financial year ended on 31st March, 2026.

10. Material changes and commitments affecting financial position

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, there were no material changes affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report, other than as disclosed elsewhere in this Report.

11. Subsidiaries, joint ventures and associate companies

No company has become or ceased to be a subsidiary, joint venture or associate of the Company during the period under review. However, Master Components Limited, Master Moulds Private Limited (CIN: U28999MH1997PTC106289) and Master Nidavellir Aeromed Private Limited (CIN: U29309MH2020PTC344836) are often referred to as the “Master Group” in the local industry.

Promoters of the Company are also common directors as well as shareholders in these companies. Disclosures in this regard, in the appropriate form, are received by the Company, presented before the Board, and have been taken on record.

12. Web address where Annual Return is placed

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2026 is available on the Company's website: https://master-group.in/investorrelation

13. Declaration by Independent Directors

Pursuant to Section 149 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed the required number of Independent Directors on the Board.

In accordance with the provisions of Section 149(6) and (7) of the Companies Act, 2013 read with all applicable provisions, rules and regulations thereunder, the Company has received declarations from the Independent Directors of the Company, and the same have been presented and approved by the Board at its first board meeting for the financial year 2026-27 held on 15th May, 2026.

The Independent Directors meet the criteria of independence as specified in Section 149 of the Act and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Disclosures by Directors

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1), as well as intimation of non-disqualification in Form DIR-8 under Section 164(2), and the same have been presented and approved by the Board at its first Board meeting for the financial year 2026-27 held on 15th May, 2026.

15. Number of Board Meetings held in F.Y. 2025-26

The Board of Directors meets at regular intervals to discuss and decide on Company / business policy and strategy.

During the financial year 2025-26, the Board met 8 (eight) times on 4th April 2025, 9th May 2025, 10th July 2025, 30th September 2025, 11th November 2025, 14th November 2025, 12th March 2026 and 31st March 2026 wherein the required quorum was present and the notice of the Board meetings was given to all the Directors. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

During the year under review, an Independent Directors' Meeting was held on 30th September 2025 and 14th November 2025 to review the performance of Non-Independent Directors and the overall performance of the Board of the Company and to consider the scheme of amalgamation of Master Moulds Private Limited with Master Components Limited under Sections 230 and 232 of the Companies Act, 2013. Both the Independent Directors, i.e. Mr. Ganapathi Mala Joshy and Mr. Vishal Jayantibhai Patel were present at the Independent Directors' meeting.

16. Committees of Board

The Company has formed Committees as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee (“CSR Committee”) was formed by the Company on 14th November, 2025 Accordingly, as on 31st March, 2026, the Board has four(4) Committees, i.e. the Audit Committee, the Nomination and Remuneration Committee, Stakeholders Relationship Committee and the CSR Committee. Their constitution and meetings are summarised below:

A] Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee.

The Audit Committee met 7 (seven) times during the financial year ended 31st March, 2026 on 9th May 2025, 10th July 2025, 30th September 2025, 11th November 2025, 14th November 2025, 12th March 2026 and 31st March 2026 wherein due quorum was present and the notice of the Audit Committee meetings was given to all the Members.

The Audit Committee is primarily responsible for overseeing:

• the integrity of Master Components Limited's financial statements;

• the internal control arrangements;

• the compliance of financial statements with legal and regulatory requirements;

• the performance, qualifications and independence of the Statutory Auditors and the performance of the internal audit function.

B] Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and to comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Nomination and Remuneration Committee.

The Nomination and Remuneration Committee met 3 (three) times during the financial year ended 31st March, 2026 on 4th April 2025, 10th July 2025 and 31st March 2026 wherein the required quorum was present and the notice of the meetings was given to all the Members.

The Company has formulated a Remuneration Policy which is available on the website of the Company at the link: https://master-group.in/investorrelation

The Nomination and Remuneration Committee is primarily responsible for:

• recommending candidates for appointment as Directors on the Board or on the Management Committee, or as Key Managerial Personnel, in accordance with the criteria laid down;

• recommending the level and structure of remuneration for members of the Board, the Management Committee, and Key Managerial Personnel;

• ensuring orderly succession planning at the Board level.

C] Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Stakeholders Relationship Committee.

The Stakeholders Relationship Committee met once during the financial year ended 31st March, 2026 on 9th May 2025 wherein the required quorum was present and the notice of the meetings was given to all the Members.

During the year under review, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on 31st March, 2026.

The Stakeholders Relationship Committee assists the Board in fulfilling its responsibilities towards:

• reviewing the Investor Service Standards of Master Components Limited;

• redressal of Shareholders' Grievances.

D] Corporate Social Responsibility (CSR) Committee

The Board has constituted a Corporate Social Responsibility (CSR) Committee on 14th November, 2025, . The Corporate Social Responsibility (CSR) Committee shall be responsible for:

• To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by Master Components Limited as specified in Schedule VII of the Companies Act, 2013;

• To review and recommend the amount of expenditure to be incurred on activities referred to in Section 135(a) of the Companies Act, 2013;

• To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken Master Components Limited from time to time;

• To Monitor the Corporate Social Responsibility policy of Master Components Limited from time to time; and

• Any other matter of CSR Committee may deem appropriate after approval of the Board of Directors or as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 or other applicable law.

17. Directors and Key Managerial Personnel

A] Change in Directors

During the period under review, there were following changes in designations of the directors of the company which was approved in the Board meeting held on 31st March, 2026, subject to approval in the upcoming 27th Annual General Meeting:

B] Changes in the Committees of Board

During the year under review, there was no change in the constitution of Audit Committee, the Nomination and Remuneration Committee, Stakeholders Relationship Committee of the Company, The Corporate Social Responsibility (CSR) Committee was additionally formed on 14th November, 2025 on applicability of provisions of section 135 of the Act.

C] Directors to be retired by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rajeshwari Mudduraj Kulkarni (DIN: 01190990), Director of the Company was nominated by the Board to retire by rotation and, being eligible, offers herself for re-appointment in the ensuing 27th Annual General Meeting.

The brief profile of the said Director, the nature of expertise in specific functional areas, names of the companies in which directorships are held, shareholding etc., are furnished in the Annexure-A to the notice of the ensuing 27^th Annual General Meeting.

17 (I). Statement regarding opinion of board on integrity, expertise and experience of independent directors

The Board of the Company states that both the Non-Executive Independent Directors, i.e. Mr. Ganapathi Mala Joshy (DIN: 02763942) and Mr. Vishal Jayantibhai Patel (DIN: 10040145), are duly registered under the Independent Directors' Databank maintained with the MCA and hold the certification of exemption from appearing for the examinations conducted by the respective Board.

The Board further states that the contribution of both the Independent Directors has been satisfactory and very valuable in the decision-making process. Their expertise in the respective fields has been useful to the Board on the required occasions.

18. Formal annual evaluation by the Board

The Board of Directors carried out an annual evaluation of the Board itself, its committees, and individual Directors. The Board also conducted performance evaluation of each Independent Director, excluding the Independent Director being evaluated.

The evaluation is done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on disclosure of information, key functions of the Board and Committees, responsibilities of the Board and Committees, etc. Evaluation parameters of individual Directors, including the Chairman of the Board and Independent Directors, were based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, and professional conduct.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, the Chairman of the Board, and the Board as a whole.

19. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

• The Directors have 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.

• The Directors have prepared the annual accounts on a going concern basis.

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

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26.

20. Company's policy on directors' appointment and remuneration

As per the provisions of Section 178 of the Companies Act, 2013 and applicable rules and regulations thereunder, the Nomination and Remuneration Committee has been constituted by the Board, details of which along with the roles and responsibilities of respective members have been placed on the website of the Company at https://master-group.in/investorrelation.

The Company has also formulated the Audit Committee and Stakeholders Relationship Committee in accordance with Section 177 and 178(5) of the Companies Act, 2013, details of which have been placed on the website of the Company at https://master-group.in/investorrelation.

21. Code of Conduct

In accordance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and Senior Management Personnel have affirmed compliance with the Code. The Company has formulated a policy on the Code of Conduct and the same has been published on the website of the Company at https://master-group.in/investorrelation.

22. Remuneration / Commission drawn from Holding / Subsidiary Company

The Company does not have any holding / subsidiary Company; hence no remuneration / commission has been drawn in any such manner.

23. Particulars of Employees and Remuneration

The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-II.

24. Details of Appointment of Auditors

A] Statutory Auditor

M/s Bhalchandra D. Karve & Associates, Chartered Accountants, Nashik (FRN: 135281W), continues as Statutory Auditor of the Company. The firm was appointed in the 24th Annual General Meeting held on 21st August, 2023 by the approval of the members for a term of 5 (five) years beginning from 1st April, 2023 until 31st March, 2028, holding office from the conclusion of the 24th Annual General Meeting (pertaining to the financial year ending 31st March, 2023) until the conclusion of the 29^th Annual General Meeting to be held for the financial year ending 31st March, 2028.

The Independent Auditors' Report for the financial year 2025-26 forms part of this Annual Report and is annexed as Annexure-VII.

B] Secretarial Auditor

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors had re-appointed M/s MDSB and Co. LLP, (ICSI Firm Unique Identification No. L2019MH005700), a peer-reviewed firm of Practicing Company Secretaries, to act as Secretarial Auditor of the Company for a term of 5 (five) years beginning from the financial year 2025-26 till the financial year 2029-30, in the Board meeting held on 9th May, 2025, which was approved by the members in the 26th Annual General Meeting.

The Secretarial Audit Report for the financial year 2025-26 forms part of this Annual Report and is annexed as Annexure-VI.

C] Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors had appointed M/s Suyog Khodke and Associates, Chartered Accountants, Nashik (FRN: 143064W), to act as Internal Auditor of the Company for the financial year 2025-26 in the Board meeting held on 9th May, 2025.

Further, with the receipt of due consent, the Board has appointed M/s Keshav Joshi & Co., Chartered Accountants, Nashik (FRN: 161712W), to act as Internal Auditor of the Company for the financial year 2026-27 in the Board meeting held on 15th May, 2026.

25. Comments by the Board on qualification, reservation, adverse remark or disclaimer

A] By Statutory Auditor

The Auditors have not given any qualification, reservation, adverse remark or disclaimer in their report for the financial year ended on 31st March, 2026.

The observations made by the Auditors are self-explanatory and have been dealt with in the Independent Auditor's Report and its Annexures forming part of this Annual Report as Annexure-VII, and except that auditors remark mentioned at point No (ii) (b) of Annexure A to Independent Auditor's Report . The board has commented and clarified on auditor remark at point no (viii) of Notes to accounts of financial statement for the year ended on 31^st March 2026.

B] By Secretarial Auditor

The secretarial Auditors remark given in in their Secretarial Audit Report for the financial year ended on 31st March, 2026 are self-explanatory and do not contain any disclaimer remark.

The Secretarial Audit Report forms part of this Annual Report and is annexed as Annexure-VI.

26. Frauds reported by Auditors under Section 143(12)

There were no frauds which occurred in the Company which were required to be reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013, being other than those which were reportable to the Central Government.

27. Internal Audit & Controls

Pursuant to the provisions of Section 138 read with the rules made thereunder, the Board had appointed M/s Suyog Khodke and Associates, Chartered Accountants, Nashik (FRN: 143064W), as Internal Auditor of the Company for the financial year 2025-26 to check the internal controls and functioning of the activities and recommend ways of improvement.

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Audit was carried out for the financial year 2025-26; the report of which was placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

28. Adequacy of internal financial controls

Based on reviews performed by management and the relevant Board committees, including the Audit Committee, of the framework of internal financial controls and compliance systems established and maintained by the Company,

along with work performed by the internal, statutory and secretarial auditors and external consultants, the Board is of the opinion that the Company's internal financial controls were adequate and effective for the period under review.

29. Maintenance of cost records under Section 148

The provisions for cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable to the Company during the financial year 2025-26.

30. Conservation of energy, technology absorption, foreign exchange earnings and outgo

A] Conservation of Energy

(a) The steps taken or impact on conservation of energy:

The Company is using various low-power devices, which help in conservation of energy. The Company has continued to monitor and optimise the energy consumption profile of its facilities throughout the year.

(b) The steps taken by the Company for utilising alternate sources of energy:

The Company has installed a solar power system at its Ambad facility and continues to work towards shifting a greater share of its energy consumption onto renewable sources.

(c) The capital investment on energy conservation equipment:

The Company has installed a solar system at the factory.

B] Technology absorption

(a) The efforts made towards technology absorption:

The Company is using the latest technology and indigenisation, and continues to absorb the latest technology for the betterment of the manufacturing process and society at large.

(b) The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company has achieved significant cost reduction in the process of manufacturing, and the percentage of wastage has further decreased during the period.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

• the details of technology imported: Not Applicable

• the year of import: Not Applicable

• whether the technology has been fully absorbed: Not Applicable

• if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(d) The expenditure incurred on Research and Development: Not Applicable.

C] Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings during the year: Rs. 446.67 lakhs (Previous year: Rs. 343.32 lakhs).

Foreign Exchange Outgo during the year: Nil (Previous year: Nil).

31. Particulars of loans, guarantees or investments under Section 186

During the year, the Company has not entered into any transaction with respect to loans, guarantees or investments under Section 186 of the Companies Act, 2013.

32. Particulars of contracts or arrangements with related parties under Section 188(1)

All transactions / contracts / arrangements entered into by the Company with related party(ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in the ordinary course of business and on an arm's length basis.

The copy of Form AOC-2 forms part of this Annual Report and is annexed as Annexure-I.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions form part of the Notice of the ensuing AGM.

33. Deposits under Chapter V of the Act

The Company has not accepted any deposits from the public during the year, hence Chapter V is Not Applicable to the Company.

34. Deposits not in compliance with Chapter V

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act during the year.

35. Unsecured Loan

Pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted any unsecured loan from the Directors. The outstanding balance of unsecured loans as on 31st March, 2026 is NIL.

36. Vigil Mechanism / Whistle-Blower Policy

The Board believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Therefore, the Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Also pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, details of the procedure to be followed by employees to report genuine concerns are given under the “Whistle-Blower or Vigil Mechanism Policy” which is disclosed on the website of the Company at https://master-group.in/investorrelation.

37. Risk Management

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The policy of the Company on risk management is in place and is published on the website of the Company at https://master-group.in/investorrelation.

38. Corporate Social Responsibility

As prescribed under Section 135(1) of the Companies Act, 2013, the Company fulfills the criteria of CSR applicability since FY 2025-26, accordingly the company has designed and adopted CSR policy and implemented CSR program during the year ended on 31st March, 2026. The report on CSR forms part of the annual report as Annexure III.

39. Policy for Preservation of Documents

In accordance with Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for Preservation of Documents (the Policy) has been framed and adopted by the Board of Directors of the Company at its Board Meeting to aid the employees in handling the documents efficiently. This Policy not only covers the various aspects on preservation of the documents, but also the safe disposal / destruction of the documents.

The Policy is disclosed on the website of the Company at https://master-group.in/investorrelation.

40. Policies and Disclosure Requirements

In terms of the provisions of the Companies Act, 2013, the Company has adopted policies which are available on its website at https://master-group.in/investorrelation.

41. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the period under review, in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, is presented in a separate section forming part of this Annual Report in the form of Annexure-IV.

42. Prevention of Insider Trading

As required under the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has adopted a Code of Conduct for Prevention of Insider Trading. The Code of Conduct is applicable to all the Directors and such identified employees of the Company, as well as those who are expected to have access to unpublished price-sensitive information related to the Company. The Code lays down guidelines which advise them on procedures to be followed and disclosures to be made while dealing with shares of Master Components Limited and cautions them on the consequences of violations. The Code is also modified from time to time considering applicable amendments.

All adopted codes of conduct and details of procedures to be followed are disclosed on the website of the Company at https://master-group.in/investorrelation.

43. Human Resources

The Company considers its human workforce as a valuable resource and ensures their strategic alignment with the business priorities and objectives. The Board has laid down procedures which emphasise the need to attain organisational goals through individual growth and development.

The management has also been providing necessary training in regard with the assignments at hand and is ensuring personal development across its workforce, employees and staff, which excels them for higher engagement and exposure to new opportunities through skill development. With the operationalisation of the additional manufacturing facility during the year, the Company has expanded its workforce and continues to invest in training, safety and skill-building programmes for its people.

44. Corporate Governance

The Company being listed on the SME Platform of the National Stock Exchange of India Limited is exempted from the provisions of Corporate Governance as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, a Corporate Governance Report is not required to be annexed with this Annual Report.

45. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, and an Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment at the workplace, with a mechanism for

lodging and redressing complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with the rules thereunder, the Company has not received any complaint of sexual harassment, and accordingly no complaint(s) is pending with the Company during the year under review.

The Annual Report on Sexual Harassment Policy for the calendar year is annexed to this Annual Report as Annexure-VIII.

46. Certification from CFO / CEO

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Mr. Mudduraj Chandrashekhar Kulkarni, Managing Director, and Mr. Shrikant Hanamant Joshi, Chief Financial Officer (CFO) of the Company.

The same is enclosed as Annexure-IX of the Annual Report.

47. Disclosure Under Section 43(A)(ii) of the Companies Act, 2013

The Company has not issued any shares with Differential Rights and hence no information as per the provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014, is furnished.

48. Disclosure Under Section 54(1)(D) of the Companies Act, 2013

The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014, is furnished.

49. Disclosure Under Section 62(1)(B) of the Companies Act, 2013

The Company has not issued any Equity Shares under any Employees Stock Option Scheme during the year under review and hence no information as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014, is furnished.

50. Disclosure Under Section 67(3) of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

51. Significant and material orders by regulators / courts / tribunals

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future during the year.

52. Insolvency and Bankruptcy Code, 2016

During the period under review, no application was made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, and there was no instance of one-time settlement with any Bank or Financial Institution.

53. Observance of the Secretarial Standards

The Directors state that proper systems have been devised to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and such systems are adequate and operating effectively.

54. Scheme of Amalgamation

The board of directors of the company in their meeting held on 30th September 2025 approved the scheme of amalgamation of Master Moulds Private Limited ("Transferor Company") with Master Components Limited ("Company" or "Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder ("Scheme"). The rationale behind the proposed amalgamation is to consolidate the operative efficiencies of the companies, ensure optimal utilization of resources, reduction in compliances, enhance the customer service and the synergy, eliminate the duplication of efforts.

The company has submitted an application with National Stock Exchange of India Limited ("NSE") for its in-principal approval and received a No-Objection Letter from National Stock Exchange of India (NSE)on 10th April, 2026.

The scheme of amalgamation and No-Objection Letter from National Stock Exchange of India (NSE) is made available on the website of the Company at Master Group - Master Components Ltd.

55. Cautionary Statement

Statements in this Annual Report, particularly those which relate to the Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations, may constitute ‘forward-looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement, depending on the circumstances.

56. Acknowledgements

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended to the Company by the employees at all levels, customers, suppliers, bankers, financial institutions, and the Central and State Governments. Your Directors also wish to thank the shareholders for their continued trust and confidence in the Company.