Your directors are pleased to present you the 35^th Annual Report on the business and operation of your company along/together with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

Note: The above figures are extracted from Financial Statements as per Indian Accounting Standard (‘IND AS') and are prepared in accordance with the provisions of the Companies Act, 2013 (‘the Act')

2. DIVIDEND

The Board of Directors in their meeting held on 29^th May, 2025 have recommended final dividend of Rs. 3.60 (180%) per equity share of the face value of Rs. 2/- each for the financial year ended on 31^st March, 2025 (previous year Rs. 16.00 per share on the face value of Rs. 10/-). The said dividend if approved by the shareholders at the ensuing Annual General Meeting would involve a cash outflow of Rs. 720.90 Lacs against Rs. 640.80 Lacs for the previous financial year.

3. OPERATIONS

For the year ended 31^st March, 2025, the company recorded a total revenue of Rs. 20,073.71 Lacs, showing a decrease of 13.48% as compared to the revenue of Rs. 23,201.07 Lacs reported in the previous financial year. The Profit After Tax (PAT) for the year stood at Rs. 2,485.42 Lacs, representing a decline of 21.15% over the PAT of Rs. 3,152.03 Lacs in FY 2023-24.

The decrease in both revenue and profitability underscores the challenging business environment during the financial year under review. The company remains committed to implementing strategic measures to enhance operational efficiency and restore growth momentum in the way forward.

4. FINANCE AND ACCOUNTS

There are no term loans or interests thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits up to Rs. 30.88 Crores to capture its fund based and non-fund-based requirements. The fund-based limits are in the form of Cash credit / PCFC loans and non-fund-based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals which have been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The market value of the investment as at 31^st March, 2025 was Rs. 8919.72 Lacs as against Rs. 7765.26 Lacs as at 31^st March, 2024. The increase in investment is showing healthy cash flows of the company.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long-term credit ratings to ‘A' and short-term credit ratings to ‘A1'. The outlook of the long-term ratings is stable.

The financial statements for the year ended on 31^st March, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the “Act”) read with the Companies (Accounts) Rules, 2014 as amended from time to time and all other applicable provisions for time being in force. The Notes to the Financial Statements adequately cover the Standalone Audited Statements and form an integral part of this Report.

5. EXPORTS

The export business had been remained constant during the year under review.

The company's export performance remained stable during the year under review, reflecting consistency in international demand and sustained relationships with global customers. For the financial year ended 31st March 2025, export revenue stood at Rs.5,185.53 lacs, against Rs.5,170.87 lacs reported in the previous financial year.

This steady performance ensures the company's continued focus on maintaining a strong global presence and its ability to deliver value across international markets despite evolving global economic conditions.

6. STOCK SPLIT / SUB DIVISION

The Board of directors of the company in their meeting held on 13th November, 2024 has recommended to sub-divide (split) company's 1 (One) equity share of face value of Rs. 10/- (Rupees Ten Only) each into 5 (Five) equity share of face value of Rs. 2/- (Rupees Two Only) each which had been approved by the members by way of postal ballot process completed on 31^st December, 2024 and considered the resolutions for sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your company.

On completion of the corporate action, the company was allotted with new ISIN INE885E01042.

The equity shares of your company were sub-divided in the proportion of 1:5 on both the exchanges where the equity shares of the company are listed, i.e., NSE and BSE at the record date i.e., 28th January, 2025.

As a result of the sub-division/split of equity shares of your company, it has become more affordable and encouraged participation of investors at large.

Accordingly, the capital structure of the company post Sub-division/split of equity shares are as follows:

7. PUBLIC DEPOSITS

Your company has not accepted any Deposits falling under the meaning as per the provisions of Section 73 of the Act read with the Rules framed there under during the financial year 2024-25.

8. INSURANCE

Taking into consideration the multiple risks from fire, earthquake, in-transit damage and other foreseeable perils considered by the management, your company's assets are adequately insured.

9. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:

In 2024, the global economy experienced moderate growth of 3.3% (IMF), reflecting a period of relative stability. However, as 2025 progresses, the global landscape is undergoing notable changes, marked by shifting policy priorities amid rising geopolitical tensions and economic challenges. The threat of mispositioning of change in broad-based tariffs, particularly by the United States which will lead to historically high tariff rates, adversely impacting global GDP and increasing economic uncertainty, thereby creating a volatile short-term outlook.

India's GDP grew by 6.5% in FY 2024-25, reaffirming its position as one of the fastest-growing major economies amid global uncertainties. This growth was driven by ongoing structural reforms, rapid digitalisation, sustained infrastructure development, strong domestic demand, and increased private sector investment across key industries.

In the engineering sector, demand is fueled by investment and capacity expansion in crucial areas such as power, infrastructure, mining, as well as in sectors like general manufacturing, automotive, process industries goods. The industry continues to invest in technology to enhance operational efficiency and maintain global competitiveness. The sector has witnessed increased in order booking on the back of increasing consumer demand and infrastructure development. The positive economic outlook is reinforced by the government's proactive measures, as evidenced by the budget for which targets a capital expenditure more than previous year's estimates.

The company's drive towards excellence continues persistently towards bringing innovative and various product offerings for the customers at the competitive prices.

ENGINEERING BUSINESS - PIONEERING INNOVATION AND SUSTAINABLE GROWTH

During the year under review, the engineering segment remains the backbone of Mazda Limited, showcasing resilience, adaptability, and a forward-thinking approach in a dynamic industrial landscape. Our unwavering commitment to innovation, coupled with our focus on delivering high-value solutions, continues to strengthen our market leadership and drive sustainable growth.

Capitalizing on Recent Achievements

A key highlight of the past year has been the successful industrial deployment of our Non-Chemical Anti-Scaling and Descaling equipment ‘the Smart Rod System'. This ground breaking solution has surpassed performance expectations across diverse industries, positioning it as a catalyst for significant growth in the Financial Year 2024-25. The system's proven efficacy underscores our ability to deliver transformative technologies that address critical industry needs.

Strategic Innovation as a Growth Driver

Aligned with our vision to lead industrial solutions, we have intensified our Research and Development (R&D) efforts to pioneer cutting-edge technologies. Our focus is on creating sustainable, high-impact solutions that tackle pressing industry challenges. Key initiatives include:

• Advanced Evaporation Systems: We are developing innovative hybrid Mechanical Vapor Recompression (MVR) and Thermal Vapor Recompression (TVR)-based Evaporation Systems, for which we have applied for the patent. These systems are designed to enhance energy efficiency and operational performance, positioning Mazda Limited as a leader in the evaporator industry.

• Revolutionizing Air Pollution Control: Our ‘High Gravity' technology is set to redefine scrubber and stripper systems by significantly reducing capital and operational costs while improving efficiency, particularly for C02, S02, and NH3 capture. This innovation aligns with global sustainability goals and strengthens our environmental stewardship.

• Chemical-Free Cleaning-in-Place (CIP) Solutions: We are conducting advanced trials for a chemical-free CIP solution tailored for the dairy sector. Successful alpha trials signal the potential for a game-changing offering that enhances sustainability and operational efficiency.

Fostering a Global Innovation Ecosystem

Our company is dedicated to embracing cutting-edge technologies through strategic global collaborations. We are actively exploring partnerships with industry leaders to introduce innovative products, even those beyond our current portfolio. Our focus on sustainable green energy solutions, including Hydrogen-based technologies and advanced Desalination systems, aligns with our mission to deliver environmentally responsible solutions that create lasting value.

Looking Ahead

With a robust pipeline of innovative projects and a commitment to sustainability, Mazda Limited is well-positioned to deliver exceptional value to our stakeholders. Our strategic focus on pioneering technologies and fostering global partnerships reinforces our role as a trusted leader in engineering solutions. We are confident that these efforts will drive sustained growth and solidify our reputation as a preferred partner in the industry.

Overall, we are confident that our ongoing initiatives will deliver exceptional value to our stakeholders and solidify our position as a preferred partner for cutting-edge engineering solutions.

FOOD BUSINESS:

The Indian FMCG landscape continues to evolve rapidly, shaped by shifting consumer behaviour, health-conscious choices, and growing demand for convenient yet quality products. In this dynamic environment, Mazda's Food Division has not only held its ground but progressed meaningfully — posting revenues of Rs. 36.59 crores and a profit of Rs. 3.00 crores for the year 2024-2025.

This performance marks a clear step forward from the previous year and reflects our focused strategy of strengthening our core product sales. The upward trajectory in both sales and profitability reinforces the long-term viability of the investments we've made in people, capacity, and product innovation.

Performance Highlights

• Diversification Through Innovation

Our R&D-led approach has continued to fuel our product pipeline; we have added a whole host of new products to our line-up and we have now have entered the ready-to-eat segment.

• Stronger On-Ground Execution

We've invested in building a more agile and responsive sales force — especially in Gujarat — which has allowed us to move closer to the consumer and respond faster to market shifts. Alongside this, our partnerships with regional

super-stockists and trade fair participation have enhanced our footprint in under-penetrated areas. We are continually looking to expand our reach domestically in India as time goes by.

• Wider International Interest

Global recognition of our brands continues to grow, with new customers approaching us based on product quality and reliability. Our participation this year in international exhibitions such as Indus Food, Saudi Food Show, Africa Food show has greatly contributed to raising global awareness of our brand and establishing new markets for supply.

• Looking forward

We continue to remain optimistic about our long-term future growth, whilst staying focussed on expansion within India. Our previous investment in infrastructure, and new machinery has helped us achieve the revenue figures for 2024-25 and will continue to bolster our growth in the years to come.

(b) Opportunities & threats:

Our company's growth strategy is underpinned by a series of operational and technological initiatives designed to enhance efficiency and strengthen our market position. We are undertaking targeted upgrades to our plant and machinery, streamlining design and engineering processes, integrating advanced IT systems, and driving continuous product development through in-house R&D capabilities.

Market trends continue to show strong demand for our offerings, particularly with the expansion of the engineering sector. With increased industrial activity and greater emphasis on automation and precision engineering, we anticipate sustained growth across our target markets in FY 2025-26.

However, certain business threats remain. These include global economic volatility, potential regulatory and policy shifts, and fluctuations in raw material prices — especially steel. In addition, supply chain disruptions and geopolitical uncertainties may pose operational challenges. The company is actively addressing these risks through strategic planning, cost optimization, and robust sourcing strategies.

(c) Segment-wise Performance:

Your company has divided its business in two segments i.e., Engineering Division and Food division.

The company reported steady performance in the financial year 2024-25. During the year under review, the turnover of engineering business has decreased by 20% as compared to previous year and profits for the engineering division showed a decrease of 18% compared to the previous financial year.

The food division has shown an increase in turnover by 22% and increase in profits by 75% compared to the previous financial year.

(d) Outlook:

India's economic outlook for FY 2025-26 remains cautiously optimistic, supported by domestic strengths amid global uncertainties. While challenges such as commodity price volatility, trade disruptions, and geopolitical tensions persist, the country's structural stability and robust policy framework are expected to help absorb these shocks.

The company has already received an order from foreign company to supply Multi Effect evaporator system which will boost the order book value of the company and will show the growth in turnover and profits.

(e) Risk and concerns:

The company operates in a dynamic and competitive environment and remains vigilant to strategic, innovation-driven, and technology-related risks. Any significant and unfavorable shifts in industry trends, or volatility in the prices of raw materials may potentially impact business performance. To mitigate such risks, the company continuously upgrade their products by upgrading the designs and innovations through its Research & Development and adapts its strategies accordingly.

A key strength lies in the company's long-standing relationships with its customers, which has resulted in a strong base of repeat orders and customer loyalty. This provides a degree of resilience in times of market fluctuation.

However, risks arising from global markets, including regulatory and geopolitical developments, may influence the company's operations and future outlook. The company also faces pricing pressures, especially while competing with lower bids in the market. In order to secure contracts at competitive rates, there is a possibility of margin compression. To manage this, a robust pricing governance mechanism is in place. Minimum acceptable margins are established, and any deviations are subject to a structured approval process backed by commercial justification. Additionally, wherever feasible, margin security is ensured through back-to-back contractual arrangements with vendors and with the consent of clients.

Operational risks, particularly those associated with project execution - from order acquisition to final delivery - are managed through integrated planning and close coordination across functions. Emphasis is placed on timely resource deployment, adherence to budgets, and compliance with timelines. Any breakdown in these process linkages may lead to cost overruns or schedule delays. The company remains focused on strengthening these internal processes to ensure predictable and efficient execution.

Overall, the company continues to reinforce Its risk management framework and operational discipline to sustain performance and deliver value to all stakeholders.

(f) Internal control systems, its adequacy and risk management:

Your company maintains robust internal control procedures, precisely tailored to the nature and scale of its operations. These controls are engineered to offer reasonable assurance regarding:

• Maintenance of proper accounting controls: Ensuring the orderly and efficient conduct of business.

• Operational monitoring: Facilitating effective oversight of company activities.

• Reliability of financial reporting: Promoting accuracy and trustworthiness in financial disclosures.

• Accuracy and completeness of accounting records: Guaranteeing the integrity of all financial data.

• Timely preparation of reliable financial information: Ensuring information is available when needed for informed decision-making.

• Protection of assets: Safeguarding against unauthorized use or loss.

• Prevention and detection of fraud and errors: Minimizing financial irregularities.

• Compliance with regulations: Adhering to all applicable laws and standards.

The company is committed to continuously aligning its processes and controls with global best practices.

Your company has established adequate internal control procedures, commensurate with the nature of its business and the size of its operations. These controls are designed to provide reasonable assurance regarding the maintenance of proper accounting controls to ensure the orderly and efficient conduct of business, monitoring of operations, reliability of financial reporting, accuracy and completeness of accounting records, timely preparation of reliable financial information, protection of assets from unauthorized use or loss, prevention and detection of fraud and errors, and compliance with regulations. Your company has continued its efforts to align all its processes and controls with global best practices.

To provide reasonable assurance that accounting records are reliable for preparing financial statements, the management maintains a system of accounting and controls, including an internal audit process. Internal controls are evaluated by the Internal Audit team and supported by Management reviews. All the audit observations if any and follow-up actions are tracked for resolution by the Internal Audit function and reported to the Audit Committee. The Internal Auditors checks transparency in financial reporting, ethical conduct, regulatory compliance, conflict of interest reviews, and the reporting of concerns. Anti-fraud programmes, including whistle-blower and vigil mechanisms, are operational across the company.

During the financial year 2024-25, no significant deficiencies/material weaknesses that might impact financial statements have been reported by the Internal Auditor as at the Balance Sheet date.

(g) Financial performance including Financial Ratios with respect to operational performance:

The financial results and other developments during the year under review in respect of the company's published result prepared as per Indian Accounting Standards (IND AS). Highlights below are given only for comparison.

(h) Details of change in Return on Net Worth as compared to the previous financial year:

The Net Worth of the company stood at Rs. 22,992.62 Lacs for the current financial year as compared to Rs. 21,224.04 Lacs for the previous financial year 2023-24, whereas Return on Net Worth for the Year 2024-25 was 8.33% as compared to 14.17% for the previous financial year 2023-24.

(i) Material developments in Human Resources, Industrial Relations, and Health, Safety & Environment:

The company is supported by a highly committed and skilled workforce, fostered by a professional and inclusive culture. Its innovative human resource practices are strategically aligned with business goals, ensuring that talent development, performance, and organizational growth move hand in hand.

The number of employees as on 31^st March, 2025 was 243.

Your company's manufacturing facility at all five units and corporate office are ISO 9001:2015 & 14001:2015, and 45001:2018 certified.

10. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

There are no subsidiaries, associates or joint ventures of your company.

12. DIRECTORS

As on 31st March, 2025, the Board of Directors of the company comprised nine members, including two Whole-Time Directors and seven Non-Executive Directors of whom three are Independent Directors in accordance with the requirements of applicable laws and regulations. The Board also reflects strong gender diversity, with four women Directors among its members.

In pursuant to the provision of Section 149 of the Act, Mr. Mohib Khericha (DIN: 00010365), Mr. Saurin Palkhiwala (DIN: 03604769), and Mr. Nilesh Mankiwala (DIN: 06927530) completed their two consecutive term of five years each as Independent Directors and henceforth, they ceased to be Independent Directors of the Company with effect from 09th September, 2024.

During the year under review, the Board on the recommendation of Nomination and Remuneration Committee, had re-designated the position of Mr. Mohib Khericha, who also served as the Chairman and Non-Executive Independent Director of the company as Non-Executive and Non-Independent director with effect from 09th September, 2024.

Further, based on the approval of the members at the Annual General Meeting held on 09th September, 2024, Mr. Mihir Mehta (DIN: 10733016), Mr. Ashok Kavdia (DIN: 00054601), and Mrs. Shetal Bhatt (DIN: 10733013) have been appointed as Independent Directors of the Company for a term of five consecutive years.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the company, Mr. Percy Avari (DIN: 00499114) and Mrs. Sheila Mody (DIN: 00496561), Directors, are liable to retire by rotation at the forthcoming AGM and, being eligible, have offered themselves for re-appointment.

The tenure of two Whole-Time Directors, Mrs. Shanaya Mody Khatua (DIN: 01241585) and Mr. Percy Avari (DIN: 00499114), is due to expire on completion of financial year 2025-26 i.e., 31^st March, 2026. The Board of Directors, at its meeting, has approved/ recommended their re-appointment, subject to the approval of the Members at the ensuing AGM.

The Board recommends the re-appointment of the aforementioned Directors for the consideration and approval of the Members at the forthcoming AGM.

In accordance with the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI), the brief profiles of Directors proposed to be re-appointed are annexed to the Notice convening the AGM.

All Directors of the company had submitted declarations confirming that they are not disqualified from being appointed or continuing as Directors under Section 164 of the Companies Act, 2013.

Pursuant to Section 149 of the Act, read with the applicable rules and in line with Regulations 16(1)(b) and 25 of the SEBI Listing Regulations, the Independent Directors have provided declarations confirming that they meet the prescribed criteria of independence. They have also affirmed compliance with the Code for Independent Directors as outlined in Schedule IV of the Act.

The Board, after due assessment, is of the opinion that all Independent Directors continue to meet the requirements of independence as specified under the Act and SEBI Listing Regulations. They are independent of the management and bring to the Board their extensive expertise, professional experience, and deep knowledge in diverse fields including finance, audit, taxation, risk advisory, banking, financial services, and investments. They continue to uphold the highest standards of integrity and ethical governance.

All Independent Directors are also duly registered with the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs (IICA). The Board further confirms that no change has occurred in their status or eligibility as Independent Directors during the financial year under review.

13. KEY MANAGERIAL PERSONNEL

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 following persons act as Key Managerial Personnel of the company during the year under review;

a. Mr. Percy Avari, Whole-Time Director (DIN:00499114)

b. Mrs. Shanaya Mody Khatua, Whole-Time Director (DIN: 01241585)

c. Mr. Cyrus Bhagwagar, Chief Financial Officer

d. Mr. Nishith Kayasth, Company Secretary

During the year under review, there are no change in the Key Managerial Personnel of the company.

14. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors met for four (4) times, as prescribed under the Act and SEBI Listing Regulations. The relevant details, including composition of the Board, dates of meetings, attendance and various committees of the Board are given in the Corporate Governance Report forming part of this report.

15. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducted an annual evaluation of its own performance, the performance of its committees, and that of individual Directors.

During the year under review, Nomination and Remuneration Committee (NRC) undertook a comprehensive performance evaluation of the Senior Management, including the Chief Financial Officer and the Company Secretary, based on predefined performance parameters aligned with the company's strategic and operational goals.

A separate meeting of the Independent Directors was held, where they evaluated the performance of:

• Non-Independent Directors,

• Board as a whole, and

• Chairman of the Board

The evaluation of the Chairman was carried out using detailed criteria, including his effectiveness in managing relationships with shareholders, employees, the Board and management, as well as his leadership and governance capabilities.

The performance of Executive Directors and Independent Directors was assessed by the full Board using objective evaluation criteria such as:

• Active participation in Board and Committee meetings,

• Constructive engagement with fellow Board members and senior management,

• Demonstration of integrity, ethical behavior, and professional conduct.

The methodology and process followed for this evaluation exercise have been outlined in the Corporate Governance Report, which forms an integral part of this Annual Report.

Based on the outcome of the evaluation process, the Board expressed its satisfaction with the overall performance and functioning of the Board, its committees, and independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, with respect to Directors' Responsibility Statement, your Directors hereby confirm the following:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 as at 31^st March, 2025 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) 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.

17. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) & (4) of the Act and as per the requirement of SEBI Listing Regulations is given in the Corporate Governance Report forming part of this report.

The policy of the company on Directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on the website, i.e., https://www.mazdalimited.com/Remuneration-Nomination-policy MazdaLimited.pdf

18. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the company i.e., on https://www.mazdalimited.com/investor-relation.html

19. AUDIT COMMITTEE

The Audit Committee of the company is constituted in compliance with Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The Committee comprises of four Directors: Mr. Ashok Kavdia (Chairman), Mr. Mohib Khericha, Mr. Mihir Mehta, and Mrs. Shetal Bhatt, with three being Independent Directors.

The Committee's composition, powers, and terms of reference are in line with the applicable statutory provisions. It plays a key role in overseeing the company's financial reporting process, internal control systems, audit functions, and compliance mechanisms. All related party transactions are placed before the Committee for periodic review to ensure transparency and adherence to the company's Related Party Transactions Policy.

The company has also established a Vigil Mechanism, enabling directors and employees to report genuine concerns in a secure and confidential manner. Details of the mechanism are available on the company's website.

The composition and attendance of the Audit Committee members are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the Board accepted all recommendations made by the Audit Committee, underscoring its effective and independent oversight.

20. SHARE CAPITAL

During the financial year, your company had Sub-divided / split face value of its equity shares, whereby the face value of each share had been changed from Rs. 10/- to Rs. 2/- w.e.f 28th January, 2025. The existing Paid-up share capital of company has changed from 40,05,000 equity shares of Rs. 10/- each to 2,00,25,000 equity shares of Rs. 2/- each.

21. TRANSFER TO RESERVES

The company has not transferred any amount to the General Reserve for the financial year ended 31^st March, 2025.

22. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there were no changes in the nature of business carried out by the company. The company has not changed the class of business in which the company has an interest.

23. REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under section 143 (12) of the Act.

24. AUDITORS AND AUDITORS’ REPORT

• Statutory Auditor

At the 32^nd Annual General Meeting held on 28^th September, 2022, the members approved re-appointment of M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 106109W) as Statutory Auditors of the company to hold office for a period of five years from the conclusion of 32^nd AGM up to the conclusion of 37^th AGM to be held in the year 2027.

The Board has taken note and M/s. Mayank Shah & Associates, Chartered Accountants, have confirmed their eligibility under section 141 of the Act and the Rules framed thereunder as Statutory Auditors of the company. As required under SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31^st March, 2025. The notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any comments or explanations.

• Secretarial Auditor

Pursuant to requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Rutul Shukla & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit and to provide Annual Secretarial Compliance Report of the company for the financial year 2024-25. Secretarial Audit Report is given by M/s. Rutul Shukla & Associates, Practicing Company Secretaries and is attached herewith as Annexure-A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2024/218, it has been made mandatory to appoint Secretarial Auditor with the approval of shareholders at the AGM. In compliance with regulation 24A of SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on 05^th August, 2025, Upon the recommendation of the Audit Committee, has approved for the appointment of M/s. Rutul Shukla & Associates, Practicing Company Secretaries (COP: 7470), a peer reviewed firm as Secretarial Auditor of the company for a term of five consecutive years commencing from the financial year 2025-26 to financial year 2029-30, subject to approval of the Members at the ensuing AGM.

• Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the company in respect of its manufacturing of ‘Other Engineering Goods' activity is required to be audited.

As per the requirement of Section 148(3) of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Nisha Patel & Associates, Cost Accountant, Ahmedabad (Firm Registration No.: 102667) to audit the cost accounts of the company for the financial year 2024-25. As required under the Act, necessary resolution seeking members' ratification for the remuneration payable to M/s. Nisha Patel & Associates, is forming part of the notice convening 35^th Annual General Meeting of the company.

The Cost Audit Report for the financial year 2024-25 will be submitted to the Central Government in the prescribed format.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans and guarantees given and the investments made by the company as at 31^st March, 2025 form part of the Notes to the financial statements provided in this integrated Annual Report.

During the financial year under review, the company has made investments in schemes of various mutual and debt funds. The market value of investments as at 31^st March, 2025 was Rs. 8919.72 Lacs.

26. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, your company has in place a well-defined Policy on Related Party Transactions, which is available on the company's website at: mazdalimited.com/Related-Party- TransactionPolicy MazdaLimited.pdf

This Policy provides a framework for the review, approval, and disclosure of related party transactions to ensure transparency and compliance with applicable legal and regulatory requirements. The Audit Committee, in accordance with its terms of reference, reviewed and revised the Related Party Transactions Policy to ensure its alignment with the latest amendments under the SEBI Listing Regulations and the Companies Act, 2013. The revised policy was subsequently approved by the Board of Directors.

The Board has also laid down the criteria for granting omnibus approvals by the Audit Committee for related party transactions, within the overall framework of this policy.

During the year under review:

• All related party transactions were conducted at arm’s length basis and in the ordinary course of business;

• All transactions were reviewed and approved by the Audit Committee in accordance with the approved policy;

• No material related party transactions were entered into during the year, which would require shareholder approval under the applicable laws.

Accordingly, the disclosure under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable to the company for the year under review.

The disclosures on related party transactions as required under Para A of Schedule V, read with Regulation 34(3) of the SEBI Listing Regulations, have been appropriately disclosed in the Financial Statements forming part of this Annual Report.

27. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report, except as disclosed elsewhere in the report.

29. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy and technology absorption and Foreign Exchange Earnings & Outgo, as required to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - B.

30. MITIGATION OF RISK

Your company has been addressing various risks impacting the company which is provided in the Management Discussion and Analysis Report. However, as per the SEBI Listing Regulation constitution of Risk Management Committee for enforcing Risk Management Policy is not applicable to the company.

31. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

In accordance with the provisions of Section 135 of the Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, your company has formulated a CSR Policy based on the recommendations of the CSR Committee and with the approval of the Board of Directors. The CSR Policy outlines the company’s approach to fulfilling its social responsibilities and is available on the company's website at: https://www.mazdalimited.com/CSR-Policy MazdaLimited.pdf

The composition of the CSR Committee, along with other relevant details, is provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, the company undertook various CSR initiatives in alignment with the activities specified under Schedule VII of the Companies Act, 2013. These initiatives were implemented through implementing agencies, ensuring effective execution and community impact and the same is available on the website of the company.

A brief outline of the CSR Policy, along with the details of the CSR during the financial year, is provided in Annexure-C to this Report.

32. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee (NRC), has formulated a comprehensive Policy on the selection, appointment, and remuneration of Directors and Senior Management Personnel. This policy aims to ensure that appointments are made based on merit, leadership qualities, and strategic alignment with the company’s longterm objectives. The salient features of the Remuneration Policy are disclosed in the Corporate Governance Report, and the full policy is available on the company's website at:https://www.mazdalimited.com/Remuneration-Nomination-policv MazdaLimited.pdf

In compliance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing prescribed disclosures relating to the remuneration of Directors and Key Managerial Personnel is appended as Annexure - D to this Report.

Further, pursuant to Rule 5(2) and 5(3) of the said Rules, a statement providing the names and details of the top ten employees of the company in terms of remuneration drawn, along with information on employees receiving remuneration in excess of the prescribed limits, also forms part of Annexure - D.

33. REPORT ON CORPORATE GOVERNANCE

The company is fully committed to good Corporate Governance and is compliant with applicable provision of law relating to Corporate Governance. The report on Corporate Governance, as stipulated under Regulation 34 of the SEBI Listing Regulations forms as integral part of the Annual Report. The requisite certificate from Rutul Shukla and Associate, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulation is part of this Report.

34. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

35. STOCK EXCHANGES AND LISTING FEES

The company's equity shares are listed at BSE Limited and NSE Limited. There are no payments outstanding to the Stock Exchanges by way of listing fees, etc.

36. INTERNAL FINANCIAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Board is of the opinion that the company's internal financial controls were adequate and effective during FY 2024-25.

37. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

All employees, trainees, volunteers, third parties and/or visitors at all business units are covered by the said policy. Across the organization, managers, employees and Internal Complaints Committee were made aware regarding the provisions of POSH.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no complaints filed pursuant to the said Act.

During the year under review, the company had complied with the provisions of the Maternity Benefit Act, 1961, ensuring all applicable benefits were extended to eligible employees, if any. The company remains committed to supporting the well-being and rights of its women employees by ensuring a safe, inclusive, and supportive work environment.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively, have been duly complied by your company during the financial year under review.

40. VIGIL MECHANISM / WHISLTE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, the Board has framed a ‘Whistle Blower Policy and Vigil Mechanism'.

The company believes in the conduct of the matters in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the company and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct.

The policy can be accessed on the company's website at https://www.mazdalimited.com/Viail-Mechanism-policv MazdaLimited.pdf. During the year, no person has been declined access to the Audit Committee, wherever desired.

41. ESOP

The company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

42. Insolvency and Bankruptcy Code, 2016

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

43. Settlement with any banks or financial institution

As the company has not made any one-time settlement with any banks or financial institution during the year under review, Rule (8) sub-rule (5) clause (xii) of Companies (Accounts) Rules,2014 is not applicable.

44. APPRECIATION

Your directors express its sincere gratitude for the continued support and trust extended by all stakeholders, including the Central and State Government Authorities, Regulatory Bodies, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders, and Investors. Their confidence and unwavering belief in the company have been instrumental in driving its sustained progress and success.

The Directors also take this opportunity to wholeheartedly appreciate the commitment, dedication, and hard work of the company's employees across all levels. Their efforts have been vital in enabling the company to achieve consistent growth and are the foundation upon which future excellence will be built.

45. CAUTIONARY NOTE

Statements in the “Management Discussion and Analysis” describing the company's objectives, expectations or predictions are as perceived currently. Actual results may differ materially from those expressed in this statement. Important factors that could influence the company's operations include supply and demand conditions affecting selling prices of finished goods, input prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.