The Board of Directors are pleased to present the 36th Annual Report on business and operations together
with the Audited Financial Statements for the financial year ended 31^st March, 2026 of MAZDA LIMITED (‘The
company’).

1. FINANCIAL PERFORMANCE

(Rs. In Lacs)

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.

2. DIVIDEND

Based on the Company’s performance, your directors are pleased to recommend for consideration to
the shareholders at the ensuing Annual General Meeting (‘AGM’), payment of final dividend of Rs. 4.00
(200%) per Equity Share of the face value of Rs. 2/- each, fully paid-up for the year ended 31^st March, 2026
(Previous year Rs. 3.60 per share). The proposed final dividend payout will amount to Rs. 801.00 Lacs
against Rs. 720.90 Lacs for the previous financial year.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April
1, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

3. OPERATIONS

The financial performance during the financial year reflects Revenue from Operations increased by 9.15%,
rising from Rs. 20,073.71 lacs in the previous financial year to Rs. 21,910.69 lacs during the year under review.
Profit After Tax recorded stronger growth of 10.68%, increasing from Rs. 2,485.42 lacs to Rs. 2,750.86 lacs.

The year under review reflects the successful execution of the Company's strategic priorities, supported
by prudent financial management, operational efficiencies, and an unwavering focus on customer

satisfaction. The Company's ability to deliver consistent growth amidst a dynamic business landscape
reinforces the strength of its business model and the dedication of its employees.

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 and
ICICI Bank, Ahmedabad with overall banking limits up to Rs. 78.50 Crores to capture its fund based and
non-fund-based requirements. The fund-based limits are in the form of Cash credit/OD/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, 2026 was Rs. 6,521.10 Lacs as against Rs. 8,919.72 Lacs as at 31^st March, 2025. The investments
had been utilized to fund the working capital requirements of the company during the current financial
year.

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, 2026 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 2026, export revenue stood at Rs. 5,245.08 Lacs, against Rs. 5,185.53 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. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits within the meaning of
Section 73 of the Companies Act, 2013 and rules made there under, nor there are any outstanding public
deposits or interest during the year ended 31st March, 2026.

7. 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.

8. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as per SEBI Listing Regulations,
is presented in separate section, forming part of this Annual Report.

9. EMPLOYEE STOCK OPTION

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

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

11. DIRECTORS

The Board of Directors is constituted in accordance with the provisions of the Companies Act, Listing
Regulations, and the Articles of Association of the company. The company has received the requisite
disclosures and declarations from the Directors, confirming that none of them are disqualified from being
appointed as Director under Section 164 of the Companies Act and the applicable Listing Regulations.

The Board comprises eminent individuals with considerable professional expertise in finance, law,
accountancy, engineering, FMCG, and other relevant fields. Their diverse experience supports the company
in formulating and executing its strategies, contributing to its long-term growth.

As on 31st March 2026, the Board comprised nine Directors — two Whole-Time Directors and seven Non¬
Executive Directors, of whom three are Independent Directors, in line with applicable laws and regulations.
The Board also reflects strong gender diversity, with four women directors.

In accordance with Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr.
Samuel Croll (DIN: 01407244) and Mr. Mohib Khericha (DIN: 00010365) retire by rotation at the forthcoming
Annual General Meeting (AGM) and, being eligible, have offered themselves for re-appointment.

As required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 issued by the
ICSI, brief profiles of the Directors proposed for re-appointment are annexed to the AGM Notice.

The Independent Directors have submitted declarations confirming that they meet the prescribed criteria
of independence and have affirmed compliance with the Code for Independent Directors under Schedule
IV of the Companies Act.

Based on its assessment, the Board is of the opinion that all Independent Directors continue to meet
the independence criteria specified under the Companies Act and SEBI Listing Regulations. They are
independent of management and bring valuable expertise in finance, audit, taxation, risk advisory,
banking, financial services, and investments, while upholding high standards of integrity and governance.

All Independent Directors are registered with the Independent Directors’ Databank maintained by the
Indian Institute of Corporate Affairs (IICA). The Board confirms that there has been no change in their
status or eligibility as Independent Directors during the financial year under review.

12. 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.

13. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 4 (four) times during the financial year 2025-26. The details of the Board
Meetings with regard to their dates and attendance of each Director thereat have been provided in
the Corporate Governance Report forming part of this report. The maximum interval between any two
meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

The Company has complied with the applicable Secretarial Standards as issued by the Institute of
Company Secretaries of India in compliance with Section 118 (10) of the Companies Act, 2013, read with
para 9 of the revised Secretarial Standards on Board Meetings.

14. BOARD EVALUATION

The Board of Directors of the Company has established a framework for the evaluation of its own
performance, its committees and individual Directors of the Company in consultation with the
Nomination & Remuneration Committee. The Board has set out the criteria covering the evaluation of the
Chairman, Executive Directors, Non-Executive Directors and Independent Directors on the basis of which
the evaluation is being carried out on an annual basis in terms of provisions of the Companies Act, 2013
and the SEBI Listing Regulations.

During the year under review, the Board of Directors, at its meeting held on February 11,2026 have carried
out the evaluation of its own performance, committees and Directors of the Company. The Independent
Directors in their separate meeting held on even date have also evaluated the performance of the
Chairman and Non-Independent Director(s) of the Company in accordance with the framework approved
by the Board.

Details of performance evaluation of the Independent Directors as required under Schedule IV to the
Companies Act, 2013 is provided in Corporate Governance Report. The Directors have expressed their
satisfaction with the evaluation process and its results.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable
Indian accounting standards have been followed along with proper explanation relating to material
departures, if any;

b) 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 31^st March, 2026 and of the profit and
loss of the Company for the financial year ended 31^st March, 2026;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts/financial statements on a going concern basis;

e) 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; and

f) 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.

16. 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

17. ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Act and rules thereto, the Annual Return of the
Company is available on the website of the company i.e., on https://mazdalimited.com/investors/

18. AUDIT COMMITTEE

As of 31^st March, 2026, the Audit Committee of the company comprised 4 (four) Members, namely Mr.
Ashok Kavdia (DIN:00054601), Mr. Mohib Khericha (DIN : 00010365), Mr. Mihir Mehta (DIN: 10733016) and
Mrs. Shetal Bhatt (DIN: 10733013) of the company.

Mr. Ashok Kavdia (DIN:00054601), Independent Director is the Chairman of Audit Committee of the
company. The Company Secretary and Compliance Officer of the company act as Secretary of the Audit
Committee.

During the financial year under review, all recommendations made by the Audit Committee were duly
considered and accepted by the Board of Directors.

The Audit Committee, inter alia, reviews matter relating to financial reporting, auditing, accounting
policies, internal financial controls, risk management and compliance. The Committee also reviews the
reports submitted by the Internal Auditors, oversees the internal audit function and monitors the vigil
mechanism of the company.

Further details regarding the composition, terms of reference, meetings and attendance of the Audit
Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual
Report.

19. COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the
following Five committees of the Board, namely:

a. Audit Committee;

b. Stakeholder Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee;

e. Executive Committee

The details of the above-mentioned committees along with their composition, terms of reference,
number of meetings held and attendance at the meetings are provided in the Corporate Governance
Report which is forming part of this Annual Report.

The Committees of the Board are constituted with an appropriate balance of Executive, Non-Executive
and Independent Directors, wherever applicable, to ensure effective oversight, independent judgment
and good governance practices. The Committees deliberate on matters within their respective areas
of responsibility and make recommendations to the Board, wherever required. The decisions and
recommendations of the Committees are placed before the Board for its consideration and noting/
approval in accordance with the applicable provisions.

20. SHARE CAPITAL(a) Authorised Capital

As on 31^st March, 2026, the Authorised Capital of the company stands at Rs. 5,00,00,000 (Rupees Five
Crores) divided into 2,50,00,000 (Two Crores Fifty lacs) equity shares of face value of Rs. 2/- (Rupees
Two) each.

(b) Paid-up Capital

During the year under review, there was no change in the Issued, Subscribed and Paid-up capital of
the company. As on 31^st March, 2026, the total Issued, Subscribed and Paid-up capital of the company
stands at 4,00,50,000 divided into 2,00,25,000 equity shares of the face value of Rs. 2/- each.

There has been no change in the share capital of the company during the year under review.

21. TRANSFER TO RESERVES

The company has not transferred any amount to the General Reserve for the financial year ended
31^st March, 2026.

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

During the year under review, the Statutory Auditors, Cost Auditor or the Secretarial Auditor had not
found or nor reported any instances of fraud to the Audit Committee and/or Board under Section 143(12)
of the Companies Act, 2013.

24. AUDITORS AND AUDITORS’ REPORT
• Statutory Auditor

M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration No.: 106109W) were
appointed as Statutory Auditors of the company by the Members at the 32^nd Annual General Meeting
held on 28^th September, 2022, to hold office as Statutory Auditors for a term of 5 (Five) consecutive
years till the conclusion of 37^th Annual General Meeting scheduled to be held in the financial year
2027.

The Auditor’s Report on the Financial Statements of the company for the financial year ended 31^st
March, 2026, forms part of this Annual Report. The said report was issued by the Statutory Auditors
with an unmodified opinion and does not contain any qualifications, reservations, or adverse remarks.
The Auditor’s Report is self-explanatory and, therefore, does not call for any further comments or
explanations.

The Representative(s) of Statutory Auditors attends the Annual General Meeting of the company.

• Secretarial Auditor

M/s. Rutul Shukla & Associates, Practicing Company Secretaries, were appointed as Secretarial
Auditors of the company at the 35^th AGM held on 18^th September, 2025 for a term of 5 (five) consecutive
years, to conduct the Secretarial Audit from financial years 2025-26 to 2029-30 on such remuneration
and reimbursement of out-of-pocket expenses for the purpose of audit as may be approved by the
Audit Committee/Board of Directors of the company.

Secretarial Audit Report for the Financial year 2025-26 issued by Mr. Rutul Shukla, (COP No.7470),
Proprietor, M/s. Rutul Shukla & Associates, Practicing Company Secretaries, in Form MR-3 is enclosed
as Annexure A forming part of this report and the Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

• Cost Auditor

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 2025-26. As required
under the Act, necessary resolution seeking members’ ratification for the remuneration was obtained
for the financial year 2025-26.

The Cost Audit Report for the financial year 2025-26 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,
2026 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, 2026 was Rs. 6,521.10 Lacs.

26. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which
may have potential conflict with the interest of the Company at large or which warrants the approval of
the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with
Related Parties are provided in the company’s financial statements in accordance with the Accounting
Standards.

All Related Party Transactions are presented to the Audit Committee and to the Board. Omnibus approval
is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related
party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature,
value and terms and conditions of the transactions.

The company has developed a Policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company
at www.mazdalimited.com > Investors > Policies.

27. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company is 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 this report.

29. CONSERVATIONOF ENERGY,TECHNOLOGYABSORPTION, RESEARCH & DEVELOPMENT ANDFOREIGN
EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, 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 remains committed to identifying, assessing, and proactively addressing the various
risks that may impact its business operations, the details of which are comprehensively discussed in the
Management Discussion and Analysis Report which is forming part of this Annual Report. As per the
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
their Market Capitalization requirement the constitution of a Risk Management Committee is currently
not applicable to the company.

31. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The company believes that economic and social values are inherently interconnected, and remains
committed to nurturing an interdependent ecosystem comprising diverse stakeholders. Recognizing
the pivotal role corporates play in driving social change, your company has maintained a flexible and
responsive approach to its social and developmental mandate, aligning its efforts with evolving societal
challenges.

The company has constituted a CSR Committee in terms of the requirements of Section 135 of the Act,
2013 read with the rules made thereunder. Details of the same is provided in the Corporate Governance
Report which forms part of this Annual Report. The company’s CSR Policy is available on the website of
the company and can be accessed at www.mazdalimited.com.

The Chief Financial Officer of the company has certified that CSR funds disbursed for the projects have
been utilised for the purposes and in the manner as approved by the Board.

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.

The details of the initiatives taken by the company as per the provisions of Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014, as amended are given in Annexure-C, which forms part of
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 long-term 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-policy_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 committed to maintain the highest standards of Corporate Governance and adheres to
the Corporate Governance requirements set out by the Securities and Exchange Board of India (‘SEBI’).
The report on Corporate Governance, as stipulated under Regulation 34 of the SEBI Listing Regulations
forms as integral part of the Annual Report.

The Certificate from M/s. Rutul Shukla & Associate, 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

During the Financial Year 2025-26, there were no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the company’s operations in the future.

35. STOCK EXCHANGES AND LISTING FEES

The company equity shares are listed on the following Stock Exchanges:

(i) BSE Limited (Scrip Code: 523792): and

(ii) National Stock Exchange of India Limited (Scrip Code: MAZDA)

The company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2025-26.

36. INTERNAL FINANCIAL CONTROL SYSTEM

Internal Financial Controls are an integral part of the risk management framework and process that
address financial and financial reporting risks. The key internal financial controls have been documented,
automated wherever possible and embedded in the business process. The company has in place adequate
internal financial controls with reference to financial statement.

The company believes that these systems provide reasonable assurance that the company’s internal
financial controls are adequate and are operating effectively as intended.

The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of the Company’s
Internal Controls and monitors the implementation of audit recommendations, if any.

The Board is of the opinion that the company’s internal financial controls were adequate and effective
during FY 2025-26.

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

The Company has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act") and has in place a policy for prevention, prohibition and redressal of sexual
harassment at the workplace.

The company has also implemented the SHe Boxes at all its units where business of the company operates
and the boxes are regularly monitored by the Chairperson of the committee for prompt and effective
grievance redressal.

During the year under review, there were no complaints filed pursuant to the said Act.

The Particulars summary of Sexual Harassment during the year under review:

38. COMPLIANCE WITH MATERNITY BENEFITS

The company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the
amendments made thereunder and the rules framed thereto. The company is committed to providing
a safe, inclusive and supportive workplace and ensuring that eligible employees are provided maternity
benefits in accordance with the applicable statutory requirements.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors’ and ‘General Meetings’ respectively.

40. VIGIL MECHANISM / WHISLTE BLOWER POLICY

Over the years, the company has made a strong reputation for conducting its business with integrity
and upholding a zero-tolerance policy towards unethical practices. This unwavering commitment has
fostered a positive work environment and strengthened trust and credibility among stakeholders.

The company has adopted Vigil Mechanism / Whistle blower Policy for Directors and its employees in
accordance with the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations to
deal with instance of fraud and mismanagement, if any. It also provides adequate safeguards against
victimization of directors or employees or any other person who avails the mechanism and it provides for
direct access to the Chairman of the Audit Committee in exceptional cases.

The policy can be accessed on the company’s website at https://www.mazdalimited.com/Vigil-Mechanism-
policy_MazdaLimited.pdf.

We affirm that during the financial year under review, no employee or director was denied access to the
Chairman of 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

During the year under review no application is made by the company under Insolvency and Bankruptcy
Code, 2016 and there are no proceedings which are pending against the company under the said Code.

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 AND ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere appreciation for the dedicated and committed
services rendered by all employees of the company during the year under review.

The Board also expresses its heartfelt gratitude for the continued support, assistance, and cooperation
received from the Company’s Customers, Vendors, Bankers, Statutory and Regulatory Authorities, Stock
Exchanges, and Members, which has been instrumental in the Company’s performance and progress.

45. CAUTIONARY NOTE

This report, including the Management Discussion & Analysis, contains certain forward-looking statements
relating to the company's objectives, plans, and expectations. These statements are based on current
assumptions and are subject to inherent risks and uncertainties. Actual outcomes may differ materially
from those anticipated due to various factors, including global and domestic supply-demand dynamics
affecting product pricing, availability and cost of inputs, changes in government policies, tax regulations,
foreign currency fluctuations and interest costs, broader economic developments, and other unforeseen
events such as pandemics, litigation, or industrial relations issues.

For and on behalf of the BoardSd/- Sd/-

Mohib Khericha Percy Avari

Place : Ahmedabad Chairman Whole-Time Director

Date : 10/08/2026 (DIN: 00010365) (DIN: 00499114)