Your Board of Directors of the Company (“Board”) are pleased to present the Eighth (8^th) Annual Report of
your Company on the business, operations and performance along with Audited Financial Statements for the
financial year ended March 31,2025.

Financial Highlights

The Audited Financial Statements of your Company as of March 31,2025 have been prepared in accordance
with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and the
applicable of the Companies Act, 2013 (“Act”).

(' in Lakhs Except EPS)

Performance Review & State of Company’s Affairs:

• The reactive dye industry in FY 2024-25 is continuing to operate in a challenging environment, with some
cost pressures and volatile behavior in the market, in consideration of uncertain rainfall patterns that are
affecting production schedules and supply chain efficiency globally While some prices of raw materials
seem somewhat stabilized from a year ago, high input prices and fluctuations in the prices of certain
key chemicals remain a concern for every business. The uncertainties regarding global trade, namely
the ongoing conflict between Russia and Ukraine, strife in the Middle East, and high shipping costs, have
all affected competitiveness in export markets. As domestic demand showed some signs of recovery,

low export orders, extended credit cycles, and
working capital constraints continue to squeeze
the margins of the industry In this dynamic
scenario, companies are focusing on operational
efficiency, prudent inventory management, and
strategic market diversification to sustain some
growth and resilience.

• Standalone:

Your Company apprehends a remarkable growth
in revenue from operations during the period
under review, amounting to '. 8,815.78 lakhs in
FY 2024-25 as compared to '. 7,191.69 lakhs
in FY 2023-24, showing its ability to grow the
business despite market headwinds. The Profit
After Tax (PAT) attributable to shareholders
grew to '. 253.34 lakhs in FY 2024-25, higher
than just '.107.44 lakhs in the previous year,
suggesting better operational performance and
cost management. This was achieved under very
competitive circumstances, which confirm the
resilience, adaptability, and focus of the Company
toward strengthening its market position.

• Consolidated:

Pursuant to the provisions of Section 129 and 134
of the Act read with Rules framed there under and
pursuant to Regulation 33 of Listing Regulations,
your Company has prepared consolidated
financial statements of the Company and its
Associate i.e. RCN Specialities Private Limited
(CIN: U24290GJ2022PTC131058).

During the year under review, your Company
delivered strong performance with Revenue
from operations increased to Rs. 8,815.78 lakhs
in FY 2024-25 from 7,191.68 lakhs in FY 2023¬
24. The Profit After Tax (PAT) attributable to the
shareholders more than doubled, reaching Rs.
253.25 lakhs in FY 2024-25 as compared to Rs.
107.32 lakhs in FY 2023-24, reflecting enhanced
operational efficiency and improved business
outcomes.

The above data has been extracted from the
Audited Standalone and Consolidated Financial
Statements prepared in accordance with the
Generally Accepted Accounting Principles
in India (‘Indian GAAP’) to comply with the
Accounting Standards specified under Section
133 of the Act and the relevant provisions of the
Act, as applicable.

Your directors are hopeful that the performance of
the Company will further improve in the coming years.

DETAILS OF SUBSIDIARY/ JOINT
VENTURE/ ASSOCIATE COMPANIES

Your Company has one associate company i.e. RCN
Specialities Private Limited as on March 31,2025.

The consolidated financial statements are also
being presented in addition to the standalone
financial statements of the Company in this Annual
Report. Further, the report on the performance and
financial position of associate, as applicable and the
salient features of their Financial Statements in the
prescribed Form AOC-1 are annexed to this Report
as Annexure-D.

During the year under review, no company became
or ceased to be the subsidiary or joint venture or
associate of the Company.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31,2025, there has
been no change in the Company’s nature of business.

TRANSFER TO RESERVES IN TERMS OF
SECTION 134 (3)(J) OF THE COMPANIES
ACT, 2013

The Board of Directors of the Company has decided
not to transfer any amount to the Reserves for the
year under review.

INSURANCE

Your Company has taken adequate insurance for its current and fixed assets, employees and products
against various relevant risks.

LOANS, GUARANTEES AND INVESTMENTS

Your Company has not given any guarantee and/or provided any security to any body corporate, whether
directly or indirectly, within the meaning of Section 186 of the Act. The details of loans have been disclosed
and the details of investments have been disclosed to the financial statements forming part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future prospects of the Company and its businesses is given in
the Management Discussion and Analysis Report, which forms part of this Report as Annexure - E.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, there has been no change in the Capital Structure of the Company.

a) Authorized Capital:

'. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11,00,000 (Eleven Lakhs) Equity Shares of Rupees
10 /- each.

b) Issued Capital, Subscribed and Paid-up Capital:

'. 8,12,21,600/- (Rupees Eight Crore Twelve Lakhs Twenty-One Thousand Six Hundred Only) divided into
81,22,160 (Eighty-One Lakh Twenty-Two Thousand One Hundred Sixty) Equity Shares of Rupees 10 /- each

DIVIDEND

During the year, the Company declared and paid an Interim Dividend of '. 0.20 per equity share of face value
'. 10 each for the financial year 2024-25, amounting to a total payout of '. 16.24 lakhs from the profits of
the Company. This decision underscores your Company’s commitment to rewarding shareholders for their
continued trust and support. In view of this interim distribution, the Board has decided not to recommend
any final dividend for the year, considering that the interim payout appropriately reflects the Company’s
financial performance while aligning with its strategy to balance shareholder returns and reinvestment for
future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year under, the Company was not required to transfer the equity shares/unclaimed dividend to Investor

Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.
The details of unpaid / unclaimed divided is as under:

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the operating

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL
PERSONNEL

• BOARD COMPOSITION

Your Company’s Board is structured with an optimal mix of independent, executive, and non-executive
members, ensuring balanced and impartial decision-making on matters of performance and strategy. It plays
a vital role in guiding board deliberations and shaping the Company’s direction. Comprising distinguished
professionals with extensive experience and expertise across diverse industries, the Board brings valuable

perspectives to the governance process. As of March 31,2025, the Board consists of six (6) directors - three
(3) serving as Executive Directors and three (3) as Non-Executive Independent Directors. The tenure of the
Independent Directors fully complies with the requirements of the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of
them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant
to Section 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors of the
Company at the end of Financial Year 2024-25:

As on March 31, 2025, none of the Directors of the Company were related to each other except Mr. Mitesh
Kumar Gandhi, Managing Director, Mr. Ashish Kumar Gandhi, Whole-Time Director and Mrs. Komal Gandhi,
Whole-Time Director who are related to each other as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31,2025, 5 (Five) meetings of Board of Directors of the Company.

The intervening gap between the Meetings was within the period prescribed under the Act.

The following meetings of the Board of Directors were held during the financial year ended March 31,2025:

• CHANGE IN DIRECTORS

During the year under review, there is no change
in the composition of Directors. The Non-Executive
Directors of the Company had no material
pecuniary relationship or transactions with the
Company, other than sitting fees for the purpose
of attending meetings of the Board / Committee of
the Company

• RETIREMENT BY ROTATION

In accordance with the provisions of Section 152
of the Act read with Rules and the Articles of
Association of the Company, Mrs. Komal Gandhi
(DIN: 02137805) is liable to retire by rotation
at the forthcoming Annual General Meeting
(“AGM”) and, being eligible, has offered herself
for re-appointment. The Board recommends
re-appointment of Mrs. Komal Gandhi for the
consideration of the members of the Company at
the forthcoming AGM. The relevant details including
brief profile of Mrs. Komal Gandhi in terms of
Regulation 36(3) of Listing Regulations, forms part
to the Notice of 08^th AGM of the Company.

• DECLARATION OF INDEPENDENCE BY
INDEPENDENT DIRECTORS

Your Company has received declarations from all
Independent Directors confirming that they meet
the criteria of independence as outlined in Section
149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. Additionally, the Independent
Directors have declared their compliance with Rules
6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, regarding
their inclusion in the data bank of Independent

Directors maintained by the Indian Institute of
Corporate Affairs. The Independent Directors
have also confirmed that they have complied with
the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013. There
have been no changes in the circumstances
affecting their status as Independent Directors
of the Company In the opinion of the Board,
the Independent Directors meet the conditions
specified under the Act and the Listing Regulations,
and they remain independent of management.

In the opinion of the Board, all Independent
Directors possess requisite qualifications,
expertise, experience (including the proficiency)
and hold high standards of integrity required
to discharge their duties with an objective
independent judgment and without any external
influence.

• DISQUALIFICATIONS OF DIRECTORS

In compliance with Section 164(2) of the Act and
the Companies (Appointment and Qualification
of Directors) Rules, 2014, the Company received
Form DIR-8 from each and every Director during
the financial year 2024-25 that is being reviewed.
This form certifies that none of the Directors of your
Company is disqualified to hold office as a director
under the provisions of Section 164(2) of the Act, nor
are they barred from holding the office of a director
by any order of the SEBI or any such authority in
accordance with SEBI letter dated June 14, 2018,
and NSE circular dated June 20, 2018 on the subject
“Enforcement of SEBI orders regarding appointment
of Directors by Listed Companies.

In accordance with the requirements of several Act

provisions, the company’s directors have disclosed
all relevant information.

• KEY MANAGERIAL PERSONNEL

In accordance with the Pursuant to provisions of
Sections 2(51) and 203 of Act read with Rule 8 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, the
following persons are to be Key Managerial Personnel
of the company;

a. Mr. Mitesh Kumar Champaklal Gandhi, Chairman
and Managing Director

b. Mr. Ashish Kumar Champaklal Gandhi, Whole¬
Time Director

c. Mrs. Komal Mitesh Kumar Gandhi, Whole-Time
Director

d. Mr. Kalusinh Chauhan, Chief Financial Officer

e. Ms. Sona Bachani, Company Secretary

During the year under review, Mr. Kalusinh Chauhan,
Chief Financial Officer of the Company, resigned by
letter dated January 20, 2025, and cited personal
reasons, especially those pertaining to the betterment
of his career. He was relieved of his responsibilities
on January 22, 2025. In line with the Regulation 30
read with Schedule III - Para A (7C) of Part A of the
Listing Regulations, he confirmed that there were no
material reasons for his resignation other than those
stated in his resignation letter.

After the date of closure of the financial year,
the Board, in its meeting held on May 23, 2025,
appointed Mr. Atul Sushil Kumar Bachhawat as Chief
Financial Officer and Key Managerial Personnel of
the Company under Section 203 of the Companies
Act, 2013 and relevant rules made thereunder.

• MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met
separately on February 15, 2025, without the
presence of Non-Independent Directors and

members of Management. In accordance with the
provisions under Section 149 and Schedule-IV of the
Companies Act, 2013. The following matters were,
inter alia, reviewed and discussed in the meeting:

• Evaluated the performance of Non-Independent
Directors and the Board of Directors as a whole;

• Evaluated the performance of the Chairman of
the Company taking into consideration the views
of Executive and Non-Executive Directors;

• Assessed the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties

All the Independent Directors were present at the
meeting and was satisfied with the performance of
the Non-Independent Directors and the Board as a
whole and with the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for the
Board to effectively and reasonably perform their
duties.

• FAMILARIZATION PROGRAM FOR
INDEPENDENT DIRECTOR

The Independent Directors have been updated
with their roles, rights and responsibilities in the
Company with necessary documents, reports and
internal policies to enable them to familiarise with
the Company’s procedures and practices. Your
Company endeavours, through presentations at
regular intervals, to familiarise the Independent
Directors with the strategy, operations and
functioning of the Company and also with changes
in the regulatory environment having a significant
impact on the operations of the Company and issues
faced by the ceramic industry. We work to cultivate
an enlightened and involved Board that supports
efficient governance and value creation by actively
engaging independent directors and providing them
with the necessary resources.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as other pertinent
and important information. Your board currently has three (3) committees, namely the Audit Committee,
the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into
various aspects for which they have been established in order to provide better corporate governance and
transparency. The terms of reference of these committees are in line with Act.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of
the Act and Regulation 18 of Listing Regulations.

During the year under review, four meetings of the Audit Committee were held i.e. on May 18 2024, August
27 2024, October 24 2024 and February 15 2025. The intervening gap between two meetings did not exceed
one hundred and twenty days. The details of the Audit Committee meetings attended by its members during
FY 2024-25 are given below:

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of
the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted
the observations and recommendations made by the Audit Committee^-

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of
Regulation 19 of Listing Regulations and Section 178 of the Act.

During the year under review, one meetings of the Nomination and Remuneration Committee were held i.e.
on May 18, 2024.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY
2024-25 are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation
20 of Listing Regulations and Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on
February 15 2025.

The details of the Stakeholders Relationship Committee meetings attended by its members during FY 2024¬
25 are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders

CORPORATE GOVERANCE

In line with Regulation 15(2) of the Listing Regulations,
the provisions of Corporate Governance shall
not apply in respect of the following class of the
Companies:

a. Listed entity having paid up equity share capital
not exceeding '.10 Crore and Net worth not
exceeding '.25 Crore, as on the last day of the
previous financial year;

b. Listed entity which has listed its specified
securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid
exemption (b); hence compliance with the provisions
of Corporate Governance shall not apply to the
Company and it does not form the part of the Annual
Report for the financial year 2024-25.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, your company has not
conducted Extra-Ordinary General Meeting (‘EOGM’)
of the members of the Company.

POSTAL BALLOT

During the financial year ended March 31, 2025,
there are no special resolution was required to be
put through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE
COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014

Disclosure required under Section 197(12) of the
Act read with Rule-5 of the Companies (Appointment
and Remuneration) Rules, 2014 have been annexed

as Annexure-B. No employee of the Company was
in receipt of the remuneration exceeding the limits
prescribed under Rule 5 (2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, hence, not applicable to the
Company.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act,
read with Rule 12 of Companies (Management and
Administration) Rules, 2014, the Annual Return in
Form MGT - 7 for the Financial Year ended March 31,
2025, is available on the Company’s website at www.
mahickra.com.

AUDITORS:

• STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act,
M/s. Piyush J. Shah & Co., Chartered Accountants
(FRN: 121172W), Ahmedabad were appointed as the
Statutory Auditors of the Company for a term of five
years from conclusion of 07^th AGM to conclusion of
12^th AGM to be held in calendar year 2029.

Further, pursuant to Section 141 of the Act and
relevant Rules prescribed there under, the Company
has received certificate from the Auditors along
with peer review certificate, that they are eligible to
continue with their appointment and that they are not
disqualified to continue as Statutory Auditors and are
eligible to hold office as Statutory Auditors of your
Company.

There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any
explanation from the Directors.

The Notes to the financial statements referred in the
Auditors’ Report are self-explanatory The Auditors’
Report is enclosed with the financial statements
forming part of this Annual Report.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had
appointed Mr. Nayan Pitroda, (ACS No. 58743, C. P No.
23912) Practicing Company Secretary, to undertake
the Secretarial Audit of the Company for FY 2024-25.

Ahmedabad, was appointed as the Secretarial Auditor
of the Company for FY 2024-25 as per Section 204 of
the Act, and rules made thereunder.

The Secretarial Audit Report submitted in the
prescribed form MR - 3 is attached as Annexure - C
and forms part of this report. The Secretarial Audit
Report does not contain qualifications, reservations,
adverse remarks or disclaimer.

• INTERNAL AUDITOR

Pursuant to Section 138 and other applicable
provisions, if any, of the Act, pursuant to the
recommendation of the Audit Committee of the
Company, the Board of Directors has approved
the appointment of M/s Ashish Sheth & Associates,
Chartered Accountants, Ahmedabad, having Firm
Registration Number 146184W as the Internal
Auditors of the Company for the Financial Year
2024-25.

The Internal Auditors report their findings on the
internal audit of the Company, to the Audit Committee
on a periodic basis. The scope of internal audit is
approved by the Audit Committee.

DISCLOSURE, AS TO WHETHER
MAINTENANCE OF COST RECORDS:

The Board of Directors not appointed Cost Auditor
owing to non-applicability to appoint Cost Auditor in
your Company specified by the Central Government
under sub-section (1) of section 148 of the Act, is
required by the Company and accordingly such
accounts and records are not made and maintained.

REPORTING OF FRAUD

In line with the provisions of Section 143 of the Act
read with the Companies (Audit and Auditors) Rules,
2014, as amended notifications/ circulars issued by
the Ministry of Corporate Affairs from time to time,
no fraud has been reported by the Auditors of the
Company where they have reason to believe that
an offence involving fraud is being or has been
committed against the Company by officers or
employees of the Company and therefore no details
are required to be disclosed under Section 134(3)
(ca) of the Act.

INTERNAL FINANCIAL CONTROLS &
THEIR ADEQUACY

Your Company has designed and implemented a
process driven framework for Internal Financial
Control. For the financial year ended March 31,2025,
the Board is of the view that the Company has sound
internal financial control system to commensurate
with the nature and size of its business operations
and operating effectively and there is no material
weakness. Your Company has a process in place
to monitor the same and identify gaps, if any, and
implement new and/or improved controls wherever
the effect of such gaps could have a material effect
on the Company’s operations.

These controls are designed to ensure adherence to
internal guidelines, safeguard the Company’s assets,
prevent and detect fraud and errors, and support the
accuracy, completeness, and reliability of financial
reporting. Continuous technological enhancements
further strengthen the effectiveness and efficiency of
these controls, aligning with evolving business needs
and regulatory expectations. Periodic internal audits
are conducted by the Company’s Internal Auditors to
provide reasonable assurance on the effectiveness of
the control systems and to recommend improvements
aligned with industry best practices. The Audit
Committee, comprising Independent Directors,
regularly reviews key findings from both internal
and statutory audits, monitors the implementation
of corrective actions, and ensures timely mitigation
of identified risks. Your Company is fully geared to
implement any statutory recommendation, which
may be made in this regard.

COMPLIANCE WITH SECRETARIAL
STANDARDS

During the year under review, the company has
complied with the provisions of Secretarial Standards
issued by Institute of Company Secretaries of India
on Board and General Meetings.

DEPOSITS

During the year under review, The Company has not
accepted any deposit any deposit from the public
/ members pursuant to Section 73 and Section 76
of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014, as amended from time to
time, and hence as on March 31, 2025, there are no
deposits outstanding, except as required statutorily
and which have been unclaimed at the end of the
year under review.

RELATED PARTY TRANSACTIONS

During the year under review, all related party
transactions entered into by the Company were
conducted in the ordinary course of business
and on an arm’s length basis, in accordance with
applicable regulatory requirements. There were no
materially significant transactions with Promoters,
Directors, Key Managerial Personnel, or other
related parties that could potentially conflict with
the interests of the Company. All related party
transactions, were presented to the Audit Committee
for prior approval. For transactions of a repetitive
nature that occur in the ordinary course of business,
the Company has obtained omnibus approval
from the Audit Committee. In accordance with the
approval, the requisite disclosures are submitted
to the Committee on a quarterly basis, ensuring
transparency and compliance with applicable
regulatory requirements. The Policy on Related
Party Transaction is hosted on the Company’s
website i.e. www.mahickra.com. Accordingly, the
disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-
2 is not applicable to the Company for financial
year 2024-25 and hence does not form part of this
report.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

There was no application made and proceeding
initiated / pending under the Insolvency and
Bankruptcy Code, 2016, by any Financial and/or

Operational Creditors against your Company during
the year under review. As on the date of this report,
there is no application or proceeding pending against
your Company under the Insolvency and Bankruptcy
Code, 2016.

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 BANKS OR
FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

It is not applicable to the Company during the year
under review, as there exist no Loans/Borrowing
from any Bank, Financial Institution, etc. in any form
or nature.

MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments
affecting the financial position of the Company
between the end of the financial year and the date
of this report.

DETAILS OF SIGNIFICANT AND

MATERIAL ORDERS PASSED BY
THE REGULATORS, COURTS AND
TRIBUNALS

During the year under review, there were no material
and significant orders passed by the regulators or
courts or tribunals impacting the going concern
status and the Company’s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

(‘CSR’)

The provisions of the Corporate Social Responsibility
as contained under section 135 of the Act are not
applicable on the Company

COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE
OF THEIR DUTIES

Your Company has formulated and implemented
“Nomination & Remuneration policy” in compliance
with the provisions of Section 178 of the Act read
with the applicable rules framed thereunder. The
Policy provides guidelines to the Nomination &
Remuneration Committee relating to the appointment,
removal & remuneration of Directors, KMPs and the
Senior Management of the Company. It also provides
criteria for determining qualifications, positive
attributes and independence of a director. The said
policy is hosted on the website of the Company i.e.
www.mahickra.com.

ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE
OF ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing
Regulations, a separate exercise was carried out
to evaluate the performance of individual Directors,
including the Chairman of the Board who were
evaluated on parameters such as level of engagement
and contribution and independence of judgment
there by safeguarding the interest of the Company
The performance evaluation of the Independent

Directors was carried out by the entire Board. The
board also carried out an annual performance
evaluation of the working of its Audit Committee,
Nomination and Remuneration Committee as well as
Stakeholder Relationship Committee. The Directors
expressed their satisfaction with the evaluation
process

In a separate meeting of independent directors,
performance of non-independent directors,
performance of the Board as a whole, performance
of the Committee(s) of the Board and performance
of the Chairman was evaluated, taking into account
the views of Executive Directors and Non-Executive
Directors

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended (“SEBI
PIT Regulations”), the Company has adopted the
revised “Code of Conduct to Regulate, Monitor and
Report Trading by Insiders” (“the Code”). The Code
is applicable to promoters, all directors, designated
persons and connected persons and their immediate
relatives, who are expected to have access to
unpublished price sensitive information relating to the
Company The Company has also formulated a ‘Code
of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)’
in compliance with the PIT Regulations. The Code
covers Company’s obligation to maintain a digital
database, mechanism for prevention of insider
trading and handling of UPSI, and the process to
familiarize with the sensitivity of UPSI.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing
risks is known as risk management. This is preceded by
coherent initiatives aimed at minimizing, oversee, and
ameliorate (or control) the probability and/or impact
of unfortunate events or to maximize opportunities
for achievement. The Company has established a
thorough risk assessment and minimization process,
which is periodically reviewed by the Board. These
processes are examined to make sure executive
management effectively manages risk using a strictly
delineated framework. The company has identified
the major risks, and processes and measures for
mitigating those risks have been developed in areas
like business, project execution, events, financial,
human, environmental, and statutory compliance.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT,
2013

Your Company has always believed in providing
a safe and harassment free workplace for every
women employee working with your Company. Your
Company always endeavors to create and provide
an environment that is free from discrimination and
harassment including sexual harassment.

Your Company has zero tolerance for sexual
harassment at workplace. Company has adopted
a policy on Prevention, Prohibition and Redressal
of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules there under The policy aims
to provide protection to employees at the workplace
and prevent and redress complaints of sexual
harassment and for matters connected or incidental
thereto, with the objective of providing a safe
working environment, where employees feel secure.
Your Company has also constituted an Internal
Complaints Committee, known as the Prevention of
Sexual Harassment (POSH) Committee, to inquire into
complaints of sexual harassment and recommend
appropriate action. 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.

COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

Your Company has complied with the provisions
of the Maternity Benefit Act, 1961, as amended.
All eligible female employees have been extended
maternity benefits in accordance with the applicable
statutory requirements.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

In compliance with the provision of Section 177
of the Act read with Regulation 22 of the Listing
Regulations, your company has implemented a
whistleblower policy and created the necessary vigil
mechanism for directors and employees to enable
the reporting of sincere concerns about improper or
unethical behavior without fear of vengeance.

Your company’s vigil mechanism offers sufficient
protections against victimization of directors and
employees who use it, as well as, in exceptional

circumstances, direct access to the chairman of the
audit committee. Access to the Chairperson of the
Audit Committee has never been denied to anyone.
The vigil mechanism / whistle blower policy is
available on the Company’s website of your company
i.e. at www.mahickra.com.

During the year under review, no complaint was
received from a whistleblower

HEALTH, SAFETY AND ENVIRONMENT
PROTECTION

Your Company’s Health and Safety Policy commits to
comply with applicable legal and other requirements
connected with occupational Health, Safety and
Environment matters and provide a healthy and safe
work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of Listing
Regulations, your company maintains a fully functional
website with the domain name www.mahickra.com.
The website serves as a comprehensive source of
basic information about our company.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read
with Rule 8(3) of The Companies (Accounts) Rules,
2014, is attached as Annexure - A to this Report.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024¬
25 is being sent only electronically to Members whose
email addresses are registered with the company or
depositories in accordance with Regulation 36 of the
Listing Regulations. Members may take note that the
Notice and Annual Report for 2024-25 will also be
accessible at the website of the Company i.e. www.
mahickra.com.

CAUTIONARY STATEMENT

The annual report including those which relate to
the directors’ report, management discussion and
analysis report may contain certain statements on
the Company’s intent expectations or forecasts that
appear to be forward-looking within the meaning

of applicable securities laws and regulations while
actual outcomes may differ materially from what is
expressed herein.

APPRECIATION AND
ACKNOWLEDGEMENT

The Directors thank the Company’s employees,
customers, vendors, investors and business partners
for their continuous support. The Directors also thank
the Government of India, Governments of various
states in India, Governments of various countries and
concerned Government departments and agencies
for their co-operation. The Directors appreciate and
value the contribution made by every member of the
Mahickra family

For & on behalf of the Board of Directors
Mahickra Chemicals Limited

Sd/- Sd/-

Mitesh Kumar Gandhi Ashish Kumar Gandhi

^Date : ^{August 21} 2025 Managing Director Whole-Time Director

Place : Ahmedabad DIN: 02142361 DIN: 02142344

Registered Office:

Plot No. 1209, Phase III, GIDC, Vatva, Ahmedabad - 382445,

Gujarat, India