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You can view full text of the latest Director's Report for the company.

BSE: 531680ISIN: INE799E01011INDUSTRY: Leather/Synthetic Products

BSE   ` 19.44   Open: 19.44   Today's Range 19.44
19.44
+0.92 (+ 4.73 %) Prev Close: 18.52 52 Week Range 10.09
29.63
Year End :2025-03 

Your Directors have pleasure in presenting the Forty (40th) Annual Report on the
business and operations of the Company together with the Audited Financial Statements
(Standalone & Consolidated) of the Company for the year ended March 31, 2025.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31, 2025 is summarized
below:

(Rs. In Lakhs)

Particulars

Standalone (F.Y)

Consolidated (F.Y)

Current

year

Previous

Year

Current

year

Previous

Year

Total Income

173.94

53.37

173.94

53.34

Total Expense

156.23

118.42

162.21

115.55

Profit/loss before Tax

9.05

-59.13

3.07

-87.08

Less: Tax
Expense

Current tax

-

-

-

Deferred tax

-

-

0.09

-0.07

Short/ (excess)
provision
reversal

-

-

Earlier Year
Tax

-

-

-

MAT Credit

-

-

-

Profit /loss for the year

9.05

-59.13

2.98

-87.19

OPERATIONS AND STATE OF AFFAIRS
Standalone

At Standalone level, the total income increased from INR 53.37 Lakh to INR 173.94 Lakh.
The Net profit before tax of the company is INR 9.05 Lakh as against the net Loss before
Tax amounted to INR 59.13 Lakh in the previous year. The Net profit after tax of the
company is INR 9.05 Lakh as against the net Loss after Tax amounted to INR 59.13 Lakh
in the previous year.

Consolidated

At Consolidated level, the total income increased from INR 53.34 Lakh to INR 173.94
Lakh. The Net profit before tax of the company is INR
3.07 Lakh as against the net Loss
before Tax amounted to INR
87.08 Lakh in the previous year. The Net profit after tax of
the company is INR
2.98 Lakh as against the net Loss after Tax amounted to INR 87.19
Lakh in the previous year.

MATERIAL CHANGES & COMMITMENTS

The Board is pleased to informed that the BSE has revoke the compulsory delisting order
which was issued on March 18, 2024 and issued the revocation order on August 2024.
Now the trading has been successfully started on the BSE platform.

NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii)
of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried
on by the Company during the financial year 2024-25 and the Company continues to
carry on its existing business.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 ('the Act')
and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Consolidated Financial Statements form part of this Annual
Report. The Consolidated Financial Statements are prepared in accordance with the
Indian Accounting Standards (IND AS) notified under Section 133 of the Act read with
Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the audited financial statements, including the
CFS and related information of the Company and the financial statements of the
subsidiary Company is available on our website i.e.
www.mayurgToup.com. Any
Member desirous of making inspection or obtaining copies of the said financial
statements may write to the Company Secretary at
daamayurleather@gmail.com.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the year ended
March 31, 2025.

DIVIDEND

The purpose of the Dividend Distribution Policy is to ensure the right balance between
the quantum of Dividend paid and amount of profits retained in the business for various
purposes. Your Company has a Dividend Distribution Policy that balances the dual
objectives of rewarding shareholders through dividends, while also ensuring availability
of sufficient funds for growth of the Company.

Due to the financial losses sustained by the Company during the financial year ending
March 31, 2025, the Board of Directors has decided not to declare any dividends for this
period.

SHARE CAPITAL

The Current Capital Structure of the Company is given below:

Authorized Capital:

There was no change in the Authorized Capital of the Company during the financial year.
The Authorized Capital of the Company as on March 31, 2025 stood at Rs. 5,80,00,000/-
(Rupees Five Crore Eighty Lakh only) consisting of 58,00,000 Equity shares of the face
value of Rs. 10/ - each.

Issued, Subscribed & Paid-up Capital:

There was no change in the issued, subscribed and paid-up Capital of the Company
during the year under review.

The issued, subscribed and paid-up Capital of the Company as on March 31, 2025 stood at
Rs. 4,83,48,000/- (Rupees Four Crore Eighty Three Lakh Forty Eight Thousand only)
consisting of 48,34,800 Equity Shares of the face value of Rs. 10/- each.

UNPAID & UNCLAIMED DIVIDEND AND INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

In compliance with Sections 124 and 125 of the Act read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any
money transferred to the Unpaid Dividend Account of a Company in pursuance of these
sections, which remains unpaid or unclaimed for a period of seven years from the date of
such transfer shall be transferred by the Company along with interest accrued, if any,
thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor
Education and Protection Fund.

Further, according to the IEPF Rules, the shares on which dividend has not been claimed
by the shareholders for seven (7) consecutive years or more shall be transferred to the
demat account of the IEPF Authority. Members may note that the dividend and shares
transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF
Authority after complying with the procedure prescribed under the Rules. Information on
the procedure to be followed for claiming the dividend/ shares is available on the website
of the Company at
www.mayurgroups.com.

DEPOSITS:

The Company has neither accepted/ invited any deposits from the public nor defaulted in
repayment of deposits during the period within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence
company need not to give details related to deposits. There is no non-compliance of the
provisions of Chapter V of the Companies Act 2013.

DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB
CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES
2014

During the financial year 2024-25, The Company has not taken any unsecured loan from
the relative of the director.

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND
SECURITIES

During the year, the Company did not provide any loans or advances, make investments,
or issue any guarantees or securities as required under the Section 186 of the Companies
Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

INFORMATION ABOUT HOLDING / SUBSIDIARIES / TOINTLY CONTROLLED
OPERATIONS / ASSOCIATE COMPANY

As on March 31, 2025, the Company has only one subsidiary i.e. Mayur Global Private
Limited. The Company does not have any joint venture or associate Company during the
year under review.

The Company does not have any holding company as on March 31, 2025.

The statement containing salient features of the financial statements and highlights of the
performance of its Subsidiary Company and their contribution to the overall performance
of the Company during the period, is annexed as
Annexure-I in form AOC-1 and forms
part of this Report. The Annual Report of your Company, containing inter alia the
audited standalone and consolidated financial statements, has been placed on the website
of the Company at www.mayurleather.com. Further, the audited financial statements
together with related information of the subsidiary Company have also been placed on
the website of the Company at
www.mayurgroups.com.

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the
Board of Directors of the Company has carried out an annual evaluation of its own
performance, committees of the Board and individual directors. The performance
evaluation of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees of the Board was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board of Directors and the Nomination and Remuneration Committee evaluated the
performance of individual directors on the basis of criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria were broadly based on the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent
directors, the Board as a whole and Chairperson of the Company was evaluated, taking
into account the views of CEO & director and non-executive directors. The quality,
quantity and timeliness of flow of information between the Company Management and
the Board which is necessary for the Board to effectively and reasonably perform their
duties, were also evaluated in the said meeting.

Performance evaluation of independent directors was done by the Board members,
excluding the independent director who was being evaluated.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, the Board of Directors of the Company was not duly
constituted the optimum balance of Executive Directors, Non-Executive Directors, and
Independent Directors was not maintained due to the vacancy in the position of one
Independent Director till July 31, 2024. From 1 August, 2024, The Board of Directors of the
company is duly constituted. All the Directors show active participation at the board and
committee meetings, which enhances the transparency and adds value to their decision
making. The Board of the Company is headed by an Non-Executive Chairperson.
Chairperson takes the strategic decisions, frames the policy guidelines and extends
wholehearted support to Executive Directors, business heads and associates.

The Composition of board and KMPs of the company as on March 31, 2025 was as
follows:-

Name

Designation

DIN/PAN

Rajendra Kumar Poddar

Chief Executive Officer
(CEO) & Non Independent
Director

00143571

Amita Poddar

Non Executive Non
Independent Director &
Chairperson

00143486

Sharad Vyas

Director (Non-Executive,
Independent)

09088517

Jyoti Soni

Director (Non-Executive,
Independent)

10710046

Vaishali Goyal

Company Secretary Cum
Compliance Officer

BHLPG9005Q

Akhilesh Poddar

Chief Financial Officer (CFO)

ANTPP3340A

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152(6) of the Act read with the rules made
thereunder and as per the Articles of Association of the Company, Mr. Rajendra Kumar
Poddar (DIN: 00143571), Non Executive Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting of the Company and being eligible has
offered himself for re-appointment. The Board has recommended her re-appointment at
the ensuing Annual General Meeting.

A brief resume of the director being appointed/ re-appointed, the nature of expertise in
specific functional areas, names of companies in which they hold directorships,
committee memberships/ chairmanships, their shareholding in the Company, etc., have
been furnished in the explanatory statement to the notice of the ensuing Annual General
Meeting of the Company.

APPOINTMENTS, RE-APPOINTMENTS AND RESIGNATIONS:

During the year under review, Following changes took place in the composition of the
Board of Directors and Key Managerial Personnel of the Company:-

-1- Appointment of Mr. Sharad Vyas (DIN: 09088517), as an additional independent
director of the company with effect from July 20, 2024, subject to the approval of the
members of the Company in the 38th Annual General Meeting;

-I- Appointment of Ms. Jyoti Soni (DIN: 10710046), as an additional independent director
of the company with effect from August 01, 2024, subject to the approval of the
members of the Company in the 38th Annual General Meeting;

-I- Appointment of Ms. Vaishali Goyal (M. No. 65842), as the Whole-time Company
Secretary and Compliance Officer of the Company with effect from July 20, 2024;

-1- Mr. Madhusudan Prasad Kejariwal (DIN: 06547411) has ceased from the post of Non¬
Executive Independent Director of the company due to completion of two consecutive
terms of 5 years from with effect from 31st March, 2024 and was later re-designated as
the Non-executive director of the company with effect from April 1, 2024;

-I- Mr. Madhusudan Prasad Kejariwal (DIN: 06547411) has ceased from the post of
Directorship as Non-Executive Director of the Company with effect from August 16,
2024;

-I- Appointment of Mr. Sharad Vyas (DIN: 09088517), as the independent director of the
company for his first term of 5 (five) consecutive years effective from July 20, 2024 till
July 19, 2029.

-1- Appointment of Ms. Jyoti Soni (DIN: 10710046), as the independent director of the
company for his first term of 5 (five) consecutive years effective from August 01, 2024
till July 31, 2029.

The constitution of the Board of Directors of the Company is in accordance with Section
149 of the Act and Regulation 17 the Listing Regulations. Our Board is a balanced
Board, comprising of optimum combination of Executive and Non-Executive Directors
with at least 1 (One) Woman Independent Director and not less than 50% of the Board
of Directors comprise of Independent Directors.

The appointment of new Directors is recommended by the Nomination and
Remuneration Committee ("NRC") on the basis of requisite skills, proficiency,
experience and competencies as identified and finalized by the Board considering the
industry and sector in which the Company operates. The Board, on the
recommendation of the NRC, independently evaluates and if found suitable, confirms
an appointment to the Board. The appointments are based on the merits of the
candidate and due regard is given to diversity including factors like gender, age,
cultural, educational & geographical background, ethnicity, etc. At Present, Mayur's
Board consists of 4 (Four) Directors including 1(One) Executive Directors, 3 (Three)
Non-Executive Director out of which 2 (Two) Independent Directors (including one
Independent Woman Director).

In the opinion of the Board, the Independent Directors appointed are persons of high
repute, integrity and possesses the relevant expertise and experience in the respective
fields. None of the Directors on the Board of the Company has been debarred or
disqualified from being appointed or continuing as director of the Company by the
SEBI, Ministry of Corporate Affairs or any other statutory authority.

The profile of Directors is available on the website of the Company at
www.mayurgroups.com.

DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received
individual declarations from every Independent Director under Section 149(6) of the
Act and regulation 16(1)(b) the Listing Regulations confirming that that they meet the
criteria of independence as prescribed under the Act and the Listing Regulations and
are not disqualified from continuing as Independent Directors and that they have
registered themselves as an Independent Director in the data bank maintained with the
Indian Institute of Corporate Affairs.

The Independent Directors of the Company have complied with the Code for
Independent Directors as prescribed in Schedule IV to the Act. Based on the
declarations received from the Independent Directors, the Board of Directors recorded
its opinion that all the Independent Directors are independent of the management and
have fulfilled the conditions as specified under the governing provisions of the Act
read with the rules made thereunder and the Listing Regulations.

BOARD MEETINGS

During the Financial Year 2024-25, the Company held Eleven11) Board meetings of the
Board of Directors as per Section 173 of Companies Act, 2013 which is summarized
below.

Frequency and quorum at these meeting and the intervening gap between any two
meetings were in conformity with the provisions of the Companies Act and Secretarial
Standard-1 issued by The Institute of Company Secretaries of India and the SEBI
Listing Regulations.

The detail of board meeting held and the attendance of the Directors during the
financial year 2024-25 were given below:-

S.N.

Date of Meeting

Board Strength

No. of Directors Present

1.

01.04.2024

3

3

2.

11.06.2024

3

3

3.

20.07.2024

3

3

4.

16.08.2024

5

5

5.

26.08.2024

5

5

6.

15.10.2024

5

5

7.

06.12.2024

5

5

8.

07.12.2024

5

5

9.

11.12.2024

5

5

10.

16.12.2024

5

5

11.

13.02.2025

5

5

RESOLUTION BY CIRCULATION

During the year, The Company has not passed any resolutions by circulation.
COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company
and have been constituted to deal with specific areas or activities as mandated by
applicable regulations which need a closer review. The Board Committees are set up
under the formal approval of the Board to carry out clearly defined roles which are
considered to be performed by Members of the Board, as part of good governance
practices002E

The Chairperson of the respective Committee informs the Board about the summary of
the discussions held in the Committee Meetings. The minutes of the meeting of all
Committees are placed before the Board for review and noting. The Board Committees
can request special invitees to join the meeting, as appropriate.

The company's committees have not been in compliance with SEBI regulations and
Companies Act, 2013 due to changes in the board's composition during the first quarter of
the financial year 2024-25 and upon the establishment of a properly constituted board of
directors, the board has now reconstituted all committees in accordance with SEBI
regulations and Companies Act, 2013.

The Board has constituted the following Committees: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 177
of the Act read with Rule 6 of the companies (Meeting of board and its power) rules, 2014
and Regulation of the SEBI (LODR) Regulations 2015.

As of July 31, 2024, the Audit Committee consisted of two members: Mr. Madhusudan
Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee),
and Mrs. Amita Poddar, Non-Executive Director. All members of the Committee,
including the Chairperson, are financially literate and possess accounting and financial
management expertise.

Further, The board had approved the re-constitution of the Audit Committee in its board
meeting held on 20.07.2024 with the effective date of 01.08.2024 Ms. Jyoti Soni (DIN:
10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of
the company was elected as the member of the Audit Committee and Mr. Madhusudan
Kejariwal (DIN: 06547411) resigned from the post of Non-Executive Director of the
Company with effect from 16.08.2024. As a consequence of his resignation the committee
was further re-constituted on 16.08.2024.

This reconstitution was undertaken to ensure that the Committee to function effectively
and in compliance with all relevant statutory and regulatory requirements.

Following this reconstitution, the composition of the Audit Committee is now fully
aligned with the requirements of Section 177 of the Act, which mandates a balanced and
proficient team to oversee the company's financial reporting processes, audit functions,
and internal controls.

The Composition of the Audit Committee of the company as on March 31, 2025 is as
follows:

Name of the Director

Position held in the
Committee

Category of Director

Jyoti Soni

Chairman

Non- Executive
Independent Director

Amita Poddar

Member

Non- Executive Non
Independent Director

Sharad Vyas

Member

Non- Executive
Independent Director

The meetings of Audit Committee are also attended by the Key Managerial Personnel
(KMP), Statutory Auditors, Secretarial Auditor and Internal Auditor as Invitees.

During the year under review Two (2) meetings of Audit Committee were held. The gap
between two meetings did not exceed one hundred and twenty days.

Following is the detail of the attendance of each of the members of the Audit Committee

at its Meeting held during the year under review:

S.N.

Date of Meeting

Board Strength

No. of Directors
Present

1.

01.04.2024

2

2

2.

01.07.2024

2

2

3.

26.08.2024

3

3

4.

06.12.2024

3

3

5.

07.12.2024

3

3

6.

11.12.2024

3

3

7.

16.12.2024

3

3

8.

13.02.2025

3

3

During the year under review, the recommendations made by the Audit Committee were
accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 178
of the Act Schedule V and all other applicable provisions of the Companies Act, 2013 read
with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014.

The Nomination and Remuneration Committee ("NRC" or "the Committee") is
responsible for evaluating the balance of skills, experience, independence, diversity and
knowledge on the Board and for drawing up selection criteria, ongoing succession
planning, appointment, remuneration for both internal and external appointments.

As of July 31, 2024, the NRC consisted of two members: Mr. Madhusudan Prasad
Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs.
Amita Poddar, Non-Executive Director.

Further, The board had approved the re-constitution of the Nomination and
Remuneration Committee in its board meeting held on 20.07.2024 with the effective date
of 01.08.2024 , Ms. Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non¬
executive Independent Director of the company was elected as the member of the Audit
Committee and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of
Non-Executive Director of the Company with effect from 16.08.2024. As a consequence of
his resignation the committee was further re-constituted on 16.08.2024.

This reconstitution is a critical step in our ongoing efforts towards the revival of the
company. This reconstitution was undertaken to ensure that the Committee to function
effectively and in compliance with all relevant statutory and regulatory requirements.

Following this reconstitution, the composition of the Committee is now fully aligned with
the requirements of Section 178 of the Act, This alignment ensures that the Committee is
well-equipped to address key issues related to board appointments and executive
compensation, thereby supporting the company's objectives and fostering a culture of
accountability and transparency.

Name of the Director

Position held in the
Committee

Category of Director

Jyoti Soni

Chairman

Non- Executive
Director

Independent

Amita Poddar

Member

Non- Executive Non Independent
Director

Sharad Vyas

Member

Non- Executive
Director

Independent

During the year under review Five (5) meetings of NRC Committee were held. The gap
between two meetings did not exceed one hundred and twenty days.

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:

S.N.

Date of Meeting

Board Strength

No. of Directors
Present

1.

01.04.2024

2

2

2.

20.07.2024

2

2

3.

16.08.2024

3

3

4.

07.12.2024

3

3

5.

13.02.2025

3

3

During the year under review, the recommendations made by the Committee were
accepted by the Board.

Performance Evaluation Criteria for Independent Directors:

As per the provisions of the Act and Listing Regulations, the Nomination and
Remuneration Committee has laid down the evaluation criteria for performance
evaluation of the Independent Directors. Performance evaluation of the Independent
Directors was carried out by the Board and NRC, except the Director being evaluated, as
per the Nomination and Remuneration Policy of the Company.

The NRC has devised a criteria for performance evaluation of the Independent Directors.
The said criteria provide certain parameters like attendance, acquaintance with business,
communication inter-se between Board members, effective participation, domain
knowledge, compliance with code of conduct, vision and strategy, benchmarks
established by global peers, integrity and maintenance of confidentiality, implementing
best corporate governance practice etc., exercising independent judgment during board
deliberations on strategy, performance, risk management, reporting on Frauds,
compliance with the policies of the company etc., which is in compliance with guidance
note issued by the Securities and Exchange Board of India and Institute of Company
Secretaries of India and other applicable laws, regulations and guidelines.

Criteria for determining qualifications, positive attributes and independence of a
director

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Nomination and Remuneration Committee has formulated the
criteria for determining qualifications, positive attributes and independence of Directors.
The key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of experience,
thought, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Companies
Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior,
communication skills, and independent judgment. The Directors are also expected to
abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he/ she meets the criteria
laid down in Section 149(6) of the Companies Act, 2013, the Rules framed there under and
Regulation 16(1)(b) of the SEBI Listing Regulations, as amended from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 178
of the Act
and all other applicable provisions of the Companies Act, 2013 read with the
Rules framed thereunder
.

The role of Stakeholders' Relationship Committee ("SRC" or "the Committee") primarily
includes overseeing redressal of shareholder and investor grievances, ensuring
expeditious share transfer process and evaluating performance and service standards of
the Registrar and Share Transfer Agent of the Company.

As of July 31, 2024, the SRC consisted of two members: Mr. Madhusudan Prasad
Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs.
Amita Poddar, Non-Executive Director.

Further, the Stakeholder Relationship Committee was re-constituted on 01.08.2024, Ms.
Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive
Independent Director of the company was elected as the member of the Audit Committee
and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non-Executive
Director of the Company with effect from 16.08.2024. As a consequence of his resignation
the committee was further re-constituted on 16.08.2024.

This reconstitution is a critical step in our ongoing efforts towards the revival of the
company. This reconstitution was undertaken to ensure that the Committee to function
effectively and in compliance with all relevant statutory and regulatory requirements.

Following this reconstitution, the composition of the Committee is now fully aligned with
the requirements of Section 178 of the Act, This compliance ensures that the Committee is
well-positioned to address key issues related to stakeholder relations, including grievance
redressal, investor relations, and overall stakeholder satisfaction.

Name of the Director

Position held in the
Committee

Category of Director

Jyoti Soni

Chairman

Non- Executive Independent
Director

Amita Poddar

Member

Non- Executive Non
Independent Director

Sharad Vyas

Member

Non- Executive Independent
Director

During the year under review one (1) meetings of the Committee was held wherein due
quorum, was present for the meeting and the notice of Board meeting was given to all the
Members. Following is the detail of the attendance of each of the members of the SRC
Committee at its Meeting held during the year under review:

S.N.

Date of Meeting

Board Strength

No. of Directors Present

1.

02.05.2024

2

2

MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year without
the presence of executive directors or management personnel. Such meetings is conducted
formally to enable Independent Directors to discuss matters pertaining to the Company's
affairs and put forth their views. The Independent Directors take appropriate steps to
present their views to the Chief Executive Officer.

During the financial year 2024-25, 1 (One) meeting of the Independent Directors was held
on August 16, 2025.

The detail of the meeting of the Independent Directors and the attendance of Independent
Directors at the meeting for the financial year 2024-25 is given below:

Name of the Director

Position held in the
Committee

Category of Director

Jyoti Soni

Chairperson

Non- Executive
Independent Director

Sharad Vyas

Member

Non- Executive
Independent Director

S.N.

Date of Meeting

Board Strength

No. of Directors
Present

1.

16.08.2025

2

2

RESIGNATION OF INDEPENDENT DIRECTOR BEFORE EXPIRY OF TERM

During the Financial Year, No Independent Directors of the Company had resigned before
the expiry of their tenure.

CORPORATE SOCIAL RESPONSIBITY COMMITTEE

The provisions of Section 135 of the Companies Act, 2013, are not applicable to the
Company. Hence, the Company has not constituted the Corporate Social Responsibility
Committee.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put
in place a Nomination and Remuneration Policy which lays down a framework in relation
to criteria for selection and appointment of Directors, Key Managerial Personnel and Senior
Management of the Company along with their remuneration. The Nomination and
Remuneration Policy of the Company is available at Company's website and may be
accessed at
www.mayurgroups.com.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(b) the directors had 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 March 31, 2024 and of the loss of the
Company for that period;

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

(d) they had prepared the annual accounts on a going concern basis and the Board
recognizes that these conditions, along with other matters outlined in the Auditor's
note, give rise to a material uncertainty that could cast significant doubt on the
Company's ability to continue as a going concern but Board assures that company
will overcome these challenges in near future.

(e) the directors had 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 had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating

effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the Company has adopted
'Whistle Blower Policy' for Directors and employees to deal with the cases of unethical
behavior in all its business activities, fraud, mismanagement and violation of Code of
Conduct of the Company.

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the
provisions of Companies Act, 2013 and the applicable SEBI Regulations, to provide a
formal mechanism to the Directors, employees and stakeholders of the Company to report
their concerns about unethical behavior, actual or suspected fraud or violation of Code of
Conduct or ethics.

The Whistle Blower Policy provides adequate safeguards against victimization of Directors,
employees and stakeholders who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee. During the year, no personnel of the Company
was denied access to the Chairman of the Audit Committee.

The Vigil Mechanism /Whistle Blower Policy is available on website of the Company and
may be accessed at
www.mayurgroups.com.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

The Auditors M/s. Jain Paras Bilala & Co., Chartered Accountants (Firm Registration No.
011046C)
, have been appointed in the 38th Annual General Meeting held on September 21,
2024 by the approval of members as Statutory Auditors of the company to hold the office
for 5(five) consecutive year from the financial year 2023-2024 up to the financial year
2027-2028 at such remuneration as may be fixed by the board of directors of the company
in consultation with them subject to their eligibility criteria.

The Company has received consent letter from the auditor to the effect that appointment, if
made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act,
2013 and that they are not disqualified for re-appointment.

The Report given by the Statutory Auditors on the financial statement of the Company for
the financial year ended 31st March, 2025, forms part of this Report.

AUDITORS’ REPORT:

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. Further, the notes to accounts referred to in the Auditor's Report are self¬
explanatory, except following:

Sr.

No.

Auditors’ qualifications, reservations or adverse
remarks or disclaimer in the Auditors’ Report

Board’s comments
on qualifications,
reservations or
adverse remarks or
disclaimer of the
Auditors

1.

As per the provisions of Section 125 of The Companies
Act, 2013, the amount which remained unclaimed and
unpaid for a period of seven years or more from the date it
became due for payment should be transferred to Investor
Education and Protection Fund. During the course of
Audit we have observed that unclaimed dividend
pertaining to FY 2013-14(Final Dividend), 2014-15 (Final &
Interim Dividend) & 2015-16 (Final & Interim
Dividend)has not been transferred to Investor Education
and Protection Fund and also no provision for
consequential financial impacts has been made in books of
accounts for non-compliance of the Act.

The Board is in the
process of reconciling
the unclaimed
dividend amounts
pertaining to FY 2013¬
14, 2014-15 and 2015¬
16 and necessary steps
shall be taken to
transfer the same to
the Investor
Education and
Protection Fund in
compliance with the
provisions of Section
125 of the Companies
Act, 2013.

2.

2. Company is incurring operating losses from last
few years and also during the current FY 2024-25. There is
no sale and purchase and manufacturing activity done by
company in current as well in last FY except for sale of old
fixed Assets. All Plant, property and Equipment have
been relocated to another location being land on which
these PPE are situated have been detached by CANARA
Bank and furthermore this land have sold through auction
by the bank.

The company has also not filed its Income Tax Return for
the previous FY 2022-23 and onwards.

These factors indicate the existence of material
uncertainties that may cast significant doubt on the
Company's ability to continue as a going concern, as
required to be evaluated and disclosed under Ind AS 1 -
Presentation of Financial Statements.

The Board is
evaluating various
strategic options for
revival/ restructuring
of operations and is
committed to
ensuring regulatory
compliances,
including filing of
pending Income Tax
Returns. Appropriate
disclosures regarding
going concern have
been made in the
financial statements in
accordance with Ind
AS.

3.

Company has not complied with valuation methodology
as laid down in IND AS -19 as company has failed to
provide actuarial valuation of the Gratuity and Leave
Encashment payable as required under INDAS-19.

The Board
acknowledges the
observation and will
ensure that the
actuarial valuation for
Gratuity and Leave

Encashment as per
IND AS-19 is obtained
and incorporated in
the financial
statements in the
subsequent period.

4.

Company has not provided any balance confirmation of
the Trade Receivables- Note no.

8 & 12 (Rs. 35.98 Lacs)., Loans and advances- Note No 15
(Rs. 371.90 Lacs), Other Current & Non Assets- Note no. 9
& 16 (Rs. 258.37 Lacs), Trade Payables- Note No.- 23A/B
(Rs. 303.43 Lacs), Borrowings- Note No. 22 (Rs. 52.32 Lacs),
Other Financial Liabilities Note 24A/B (Rs. 120.47 Lacs),
Other Current Liabilities Note no. 25A/B (Rs. 248.52 Lacs).

The Company has not
obtained external
balance confirmations
for the stated
receivables, loans,
advances, and
liabilities; however,
the management has
verified the same
internally and
confirms that the
balances are properly
stated and considered
recoverable/ payable.

5.

The Company holds 13,56,000 equity shares in its
subsidiary, Mayur Global Private Limited. However, no
fair valuation of this investment has been performed in
accordance with the relevant accounting framework,
including Ind AS 27 - Separate Financial Statements and
Ind AS 113 - Fair Value Measurement. Consequently, we
are unable to assess the appropriateness of the carrying
value of this investment.

The Board
acknowledges the
observation and will
ensure that the fair
valuation of the
investment in Mayur
Global Pvt. Ltd. is
conducted and
appropriately
reflected in the
financial statements in
the subsequent
period.

6.

Company has shown security deposits of Rs. 34.75 Lakhs
in Note No. 9 of Financial Statements. These security
deposits were made to different parties such as RIICO,
JVVNL or BSNL Etc. These Security deposits were made
for different utilities available on the land owned by the
company and hypothecated to Canara bank for advance
purpose.

This hypothecated land has been sold by Canara Bank
through auction process after company was declared NPA
by the bank. Also, company has not made payment of its
dues to these parties, so there arises uncertainty about its
recoverability and no provision regarding the same has

The Board
acknowledges the
observation regarding
the security deposits
and the associated
uncertainty due to the
auction of the
hypothecated land by
Canara Bank. Efforts
are underway to
assess the
recoverability of these
deposits and address

been made by the company.

Given these circumstances, and the absence of any
provision, the recognition of these deposits appears to be
inconsistent with the requirements of Ind AS regarding
impairment and asset recoverability.

any outstanding dues
to the respective
parties.

7.

Company is not having any records which shows that
inventories has been physically verified by the
management neither they have provided us the access to
verify the same during the course of audit.

In the absence of physical verification and related records,
we are unable to comment on the accuracy, completeness,
and valuation of inventory balances of Rs. 67.35 Lacs
(Note 11) reported in the financial statements as at the
reporting date.

The Board
acknowledges the
observation and is
committed to
ensuring proper
valuation and
physical verification
of raw materials in
subsequent periods to
enhance accuracy and
compliance in
financial reporting.

8.

Attention is required to be made to Note No. 16 (Rs. 1.32
Lacs) of Financial Statements, where company has booked
Accrued Interest on FDR. This FDR was issued for BG
Limit but no confirmation & current status has been
received from the Canara Bank regarding the same. Also
no FDR is shown in books of accounts of the company as
on 31.03.2025.

The Board
acknowledges the
observation and is in
the process of
obtaining the
settlement letter from
Canara Bank for the
FDR issued against
the BG Limit. The
Company will ensure
proper reconciliation
and disclosure of the
accrued interest in the
financial statements.

9.

The company after analyzing its payables liabilities in
balance sheet has written off Rs.180.10 Lacs and
receivables of Rs. 6.16 Lacs. The management has
represented that these balances were long outstanding, not
recoverable/payable, and accordingly, no longer required
to be carried in the books of accounts. The write-off has
been carried out through the Statement of Profit and Loss
under appropriate heads but in absence of specific
document for communication with parties we are unable
to comment on consequential financial impacts of the
same.

The Company has
written off certain
long outstanding
payables and
receivables after due
review, as these
balances were no
longer considered
recoverable/ payable.
The management
confirms that the
write-off has been
appropriately
accounted for in the

Statement of Profit
and Loss.

10.

The Company has not maintained proper records showing
full particulars, including quantitative details and
situation of property, plant and equipment and right of
use assets.

The Board
acknowledges the
observation regarding
the lack of proper
records for property,
plant, and equipment,
including right-of-use
assets. The Company
is taking steps to
update and maintain
detailed records,
including quantitative
details and the
location of these
assets, to ensure
compliance with
statutory

requirements moving
forward.

11.

All the Property, Plant and Equipment have not been
physically verified by the management during the year.

The Board
acknowledges the
observation regarding
the physical
verification of
Property, Plant, and
Equipment. The
Company will
implement a
comprehensive plan
for the physical
verification of all
assets in the
upcoming period and
ensure that this
process is carried out
regularly in the
future.

12.

All the Inventories have not been physically verified by
the management during the year.

The Board
acknowledges the
observation regarding
the physical
verification of
inventories. The
Company will ensure

that a thorough
physical verification
of all inventories is
conducted in the next
financial period and
will implement
regular verification
processes going
forward.

13.

(a) Undisputed statutory dues, including goods and
services tax, provident fund, employees' state insurance,
income tax, sales tax, service tax, duty of customs, duty of
excise, value added tax, cess and other material statutory
dues applicable to the Company have not been deposited
by with the appropriate authority. Refer Note no. 25B
(statutory liabilities) of the financial Statements.

There were no undisputed amounts payable in respect of
goods and services tax, provident fund, employees' state
insurance, income tax, sales tax, service tax, duty of
customs, duty of excise, value added tax, cess and other
material statutory dues in arrears as at 31st March, 2025
for a period of more than six months from the date they
became payable except as stated below.

The Board
acknowledges the
observation regarding
the non-deposit of
certain undisputed
statutory dues with
the appropriate
authorities. The
Company is actively
addressing these
outstanding dues and
is committed to
ensuring timely
payment and full
compliance with all
statutory

requirements going
forward.

N ature
of the
Statute

Nature

of

Dues

Amount

Period

to

which

Amount

relates

Due

date

Date of
Payment

TDS

(Direct

Tax)

TDS

29,90,640

Multiple
Years
till 2025

Provident

Fund

PF

5,82,620.00

Multiple
Years
till 2025

ESI

ESI

70,425.00

Multiple
Years
till 2025

Note: In addition to above amount of taxes unpaid, we
have observed the following demand against which no
action has been taken till signing of this report:

? Traces - Rs. 1,66,989.51

? GST - Rs. 21,01,576.00

14.

Company has not identified its creditors under MSME Act.
So we cannot comment upon the liability if any may arise

The Board
acknowledges the

in future on the company under the said act.

observation and will
take necessary steps
to identify and
classify the creditors
under the MSME Act.
The Company is
committed to
ensuring compliance
with the provisions of
the Act and
addressing any
potential liabilities in
the future.

15.

In our opinion, the aforesaid standalone financial
statements comply with the IND AS specified under
Section 133 of the Act, except for points as mentioned in
Emphasis of Matter and qualification remarks.

The Board
acknowledges the
auditor's opinion that
the standalone
financial statements
comply with the IND
AS specified under
Section 133 of the
Companies Act, 2013,
except for the matters
highlighted in the
Emphasis of Matter
and qualification
remarks. The
Company is actively
addressing these
points to ensure full
compliance in future
financial reporting.

16.

Based on our examination, the Company has used
accounting software's for maintaining its books of account
for the financial year ended March 31, 2024 which does not
has a feature of recording audit trail (edit log) facility.

As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention. Company has
not preserved audit trail for the financial year ended
March 31, 2025.

The Board
acknowledges the
observation regarding
the absence of an
audit trail feature in
the accounting
software used by the
Company. The
Company is in the
process of upgrading
its software to ensure
compliance with Rule
3(1) of the Companies

(Accounts) Rules,
2014, and will
implement the
necessary audit trail
features for future
financial periods.

17.

In our opinion and according to the information and
explanations given by the management, we are of the
opinion that the company has defaulted in repayment of
loans or other borrowings or in the payment of interest
thereon to any lender.

The Board
acknowledge that, as
per the examination of
the Company's
records and the
information provided,
there are instances of
delay in repayment.
These delays have
arisen due to liquidity
issues. The Company
is committed to
addressing these
overdue amounts and
has initiated
appropriate measures
to ensure timely
payment moving
forward. We are
confident that these
issues will be resolved
in the near term.

18.

The company does have an internal audit system but for
current year we have not been provided with internal
audit report, hence in absence of internal audit report, we
are unable to comment on the same.

(b) As per requirement of Sec. 138 of the Act read with
Rule 13(1) of the Companies (Accounts) Rules 2014, the
company is required to appoint internal Auditor but for
current year no such details made available regarding
appointment of internal auditor.

The Company has
filed the form for the
appointment of the
internal auditor with
delay.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), read with the Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board had appointed M/s ATCS & Associates, Company Secretaries (Firm Registration No.:
P2017RJ063900) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the
financial year 2024-25.

The Board of Directors has recommended the appointment, M/s ATCS & Associates, Peer

Reviewed Firm of Company Secretaries in Practice (FRN: P2017RJ063900 / Peer Review No.:
3381/2023) as the Secretarial Auditor of the Company for a term next of 5 ( five) years
commencing from the financial year 2025-26 and continuing until the financial year 2029¬
30 subject to the approval of the members in the ensuing 40th Annual General Meeting.

The proposed Secretarial Auditor has furnished their written consent to act as secretarial
auditor and confirmed his eligibility and non-disqualification under the applicable
provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The Secretarial Audit Report in form MR-3 issued by ATCS & Associates, for the financial
year ended March 31, 2025
has been received and is annexed as Annexure-II to this report.

The report contains certain observations relating to statutory and regulatory compliances,
which are summarised as under:

1. The trading of the company's shares was suspended on exchange w.e.f. June 12, 2023
as per initial public notice of BSE as published in financial express, Business Standard
& Nav Shakti Newspaper dated May 04, 2024;

2. The Hundred percent shareholding of the promoter(s) and promoter group is not held
in dematerialized form as required by Regulation 31 (2) of the Securitiy and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

3. During the period under review, the trading of the Company's securities was
suspended by BSE due to non-payment of Annual Listing Fees and other non¬
compliances, and accordingly, the Company's credentials for making submissions on
the BSE Listing Portal were also frozen. Pursuant to a meeting held with BSE in June
2024, the Delisting Committee, vide its Order under Regulation 32(2) of the SEBI
Delisting Regulations, restored the credentials of the Company subject to the
condition that the Company shall complete the pending compliances and formalities
for revocation of suspension, including payment of processing fees, Annual Listing
Fees, SEBI SOP fines and reinstatement fees within four (4) months from the date of
receipt of the Order. The Company has complied with the said requirements and
completed the formalities. Post restoration of credentials, the Company has also made
all required disclosures and compliances as per the applicable provisions, and the
submissions pertaining to the period April to June 2024 were filed upon restoration of
credentials, with delay.

Observations of Companies Act, 2013 are defined herein under:-

4. From the beginning of the financial year until July 19, 2024, the composition of the
Board was not in compliance with the requirements relating to the minimum number of
Independent Directors. Consequently, the Audit Committee and the Nomination and
Remuneration Committee were also not constituted in accordance with the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

From July 20, 2024 onwards and continuing till date, the Company is in compliance with
the aforesaid requirements;

5. During the period under review, the Company has not transferred its unpaid and
unclaimed dividend to the Investor Education and Protection Fund (IEPF) established by
the Government of India, as per the provision of section 124 of Companies Act, 2013;

6. During the period under review, the Company has not transferred its shares in
respect of which dividend has not been paid or claimed for seven consecutive years or
more, to IEPF account as per the provision of section 124 (6) of Companies Act, 2013;

7. During the period under review, the Company has not filed the necessary e-forms
with the Registrar with respect to the following matters:-

• Appointment of Internal Auditor;

• E-form DPT-3 and IEPF-2 are also not filed by the company;

And thus contravenes the provisions of the applicable sections of Companies Act, 2013.
Management Reply:-

The Board of Directors has duly noted the observations made by the Secretarial Auditor in
their Report for the financial year 24-25. The said observations are self-explanatory. The
Board and Management affirm that the Company is committed to ensuring compliance
with all applicable laws and regulations. Wherever non-compliances or procedural lapses
have been reported, the same were unintentional, and necessary corrective actions have
already been taken. Further, adequate systems and processes are being strengthened within
the Company to ensure that such instances do not recur in the future.

Note: Except as stated above, there are no qualifications, reservations, adverse remarks
and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the
Financial Year 2024-25

INTERNAL AUDITORS

In accordance with the provisions of section 138 of the Act and rules made thereunder and
applicable regulations of the Listing Regulations, the Board of Directors of the Company
had appointed
M/S Jain Kamal K & Associates, Chartered Accountants, Jaipur as Internal
Auditors of the Company for the financial year 2025-26.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management
were periodically apprised the Internal Audit findings. The Company continued to
implement their suggestions and recommendations to improve the same.

M/S Jain Kamal K & Associates, Chartered Accountants, Jaipur, Internal Auditor of the
Company will also carry out Internal Audit of the Company for the financial year 2024-25.

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and
Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year
ended March 31, 2025.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors
have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013,
any instances of fraud committed against the Company by its officers or employees.

WEB ADDRESS OF ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read
with the Companies (Management and Administration) Rules, 2014 the Annual Return is
available on the website of the Company and may be accessed at
www.mayurgroups.com.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in
Annexure-III to this
report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names of employees and other particulars of the top
ten employees and employees drawing remuneration in excess of the limits is available on
the website of the Company at
www.mayurgroups.com.

However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act,
2013, the Annual Report is being sent to the members of the Company excluding the
aforesaid information. The said information is available for inspection at the Registered
Office of the Company during working hours and any member interested in obtaining such
information may write to the Company Secretary and the same will be furnished on
request.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND 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 annexed as
Annexure-IV and forms part of this
Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial
year with related parties were in the ordinary course of business, on an arm's length basis
and were in compliance with the applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus
approval was obtained from the Audit Committee of the Board for the related party
transactions which are of repetitive nature and/or which can be foreseen. All related party
transactions were placed before the Audit Committee for review and approval.

During the year, the Company had not entered into any contract/ arrangement/ transaction

with related parties which could be considered material in accordance with the provisions
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. .
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2
is not applicable to the Company for FY 2024-25.

The policy on related party transactions as approved by the Audit Committee and the
Board of Directors has been uploaded on the Company's website and may be accessed at
www.mayurgroups.com. Your directors draw attention of the members to Note 39 to the
standalone financial statements which set out related party disclosures in terms of the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act
and Securities and the Listing Regulations can be accessed on the Company's website
at
https://mayurgroups.com/wpkam/governance/

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

The Company had received an order with respect to suspension of the trading of securities
of the company due to non- Compliance with the SEBI. Apart from this no significant and
material orders have been passed by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size and
nature of its business. The Internal Auditors reviews the efficiency and effectiveness of
these systems and procedures. The Internal Auditors submit their Report periodically
which is placed before and reviewed by the Audit Committee. Based on the report of the
internal auditors, respective departments undertake corrective action in their respective
areas and thereby strengthen the controls. During the year, no reportable material
weakness in the design or operation of internal control system and their adequacy was
observed.

RISK MANAGEMENT

Your Company believes that managing risks helps in maximizing returns. The Company
has formally adopted a Risk Management Policy to identify and assess the key risk areas,
monitor and report compliance and effectiveness of the policy and procedure. The

Company has a risk management framework in place for identification, evaluating and
management of risks. In line with your Company's commitment to deliver sustainable
value, this framework aims to provide an integrated and organized approach for
evaluating and managing risks. The Audit Committee periodically reviews the risks and
suggests steps to be taken to control and mitigate the same through a properly defined
framework. Further, the risks associated to the Company's business are provided in the
Management Discussion and Analysis Report.

GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31, 2025.

Ý Male Employees: 2

Ý Female Employees: 3

Ý Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture
and equal opportunity for all individuals, regardless of gender.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 ('SEBI PIT Regulations'), the Board has adopted a code
of conduct to regulate, monitor and report trading by Designated Persons to preserve the
confidentiality of price sensitive information, to prevent misuse thereof and regulate
trading by designated persons. It prohibits the dealing in the Company's shares by the
promoters, promoter group, directors, designated persons and their immediate relatives,
and connected persons, while in possession of unpublished price sensitive information in
relation to the Company and during the period(s) when the Trading Window to deal in the
Company's shares is closed.

The Insider Trading Policy of the Company covering the code of practices and procedures
for fair disclosures of unpublished price-sensitive information and code of conduct for the
prevention of Insider Trading is available on the website
www.mayurgroups.com.

CODE OF CONDUCT

The Board of Directors of the Company has adopted code of conduct for all Board
Members and Senior Management Personnel of the Company and the said code of conduct
is placed on the website of the Company at
www.mayurgroups.com. All the Board
Members and Senior Management Personnel have affirmed compliance with the applicable
Code of Conduct for the financial year 2023-24. A declaration to this effect, signed by the
CEO & Director of the Company is annexed herewith as
Annexure-V and forms part of this
Report.

INVESTOR GRIEVANCE REDRESSAL

The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints, online
upload of Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its status.

Your Company has been registered on SCORES and makes every effort to resolve all
investor complaints received through SCORES or otherwise within the statutory time limit
from the receipt of the complaint. There is no pending complaints on the SCORES as of
March 31, 2025

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed there under. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees.
All eligible women employees are provided with maternity benefits as prescribed under
the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

The Company remains committed to supporting its women employees by providing a safe,
inclusive and enabling workplace that encourages work-life balance and facilitates a
smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the
financial year 2024-25.

HUMAN RESOURCE

Human Resource is the most important element of the Company. Our Core Values are
discipline, trust, integrity and work style. Core Values are established to align all the
people in the organization in the direction of achieving stated goals all throughout the
Company. The Company is taking sufficient steps for employee engagement and
motivation. Your Company focuses on recruiting and retaining the best talent in the
industry. Moreover, the Company provides them proper induction, training and
knowledge up-gradation for the individual as well as organizational growth. The
Company continues to maintain its record of cordial and harmonious industrial relations
without any interruption in work.

DELISTING OF EQUITY SHARES

The members of the Company by passing a special resolution at their Annual General
Meeting held on July 10, 2004, have permitted the Company to delist its shares from the
regional stock exchanges i.e. Jaipur Stock Exchange Limited ("JSEL"), Delhi Stock Exchange

Limited ("DSEL), Calcutta Stock Exchange Association Limited ("CSEAL") and
Ahmedabad Stock Exchange Limited ("ASEL").

As on date, out of the above stated four stock exchanges, the equity shares of the Company
have been delisted from the JSEL, DSEL and ASEL. Delisting application of the Company is
still pending with the Calcutta Stock Exchange Association Ltd. since December 2004. In
spite of several reminders, the Company did not get any response from the exchange in the
matter of delisting status.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

A Company Secretary in Practice carries out a Reconciliation of Share Capital Audit on a
quarterly basis as per Regulation 76 of the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018 read with SEBI Circular No.
D&CC/FITTC/CIR-16/2002 dated December 31, 2002, to reconcile the total admitted
capital with depositories viz National Securities Depository Limited (NSDL) and Central
Depository Services Limited (CDSL) and the total issued and listed capital. The audit
confirms that the total issued/paid up capital is in agreement with the aggregate of the
total number of shares in physical form and the total number of shares in dematerialized
form (held with NSDL and CDSL).

CORPORATE GOVERNANCE CERTIFICATE AND REPORT

In accordance with the provisions of regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the compliance with the corporate
governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D
and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable to the Company.

Hence the Company is not required to disclose information as covered under Para (C), (D)
and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Hence Corporate Governance Report is not required to be annexed with
Annual Report.

However, the Board of Directors and the management of the Company take all necessary
steps to ensure that a good corporate governance structure is maintained and followed by
the Company. The Board is moving ahead with an aim of maintaining a sustainable
corporate environment which can keep a check and balance on the governance of the
Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 read
with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Annual Report. Certain Statements in the said report
may be forward-looking. Many factors may affect the actual results, which could be
different from what the Directors envisage in terms of the future performance and outlook.

A detailed report on the Management Discussion and Analysis is provided as a separate

section in the Annual Report which forms part of the Board's Report as ANNEXURE VI.
DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP-1 under Section
184(1) as well as intimation of non-disqualification in Form DIR-8 under Section 164(2) and
the same has been presented and approved by the board in their first board meeting for the
financial year.

POLICY FOR PRESERVATION OF DOCUMENTS:

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

The policy is disclosed on the website of the company under the link
www.mayurgroups.com.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements
of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)
Act, 2013 and an Internal Complaints Committee has been set up to redress complaints
received regarding Sexual Harassment at workplace, with a mechanism of lodging &
redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.)
are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read
with Rules there under, the Company has not received any complaint of sexual
harassment, or no complaint (s) / case (s) is pending with the Company during the year
under review.

a. number of complaints of sexual harassment received in the year - NIL

b. number of complaints disposed off during the year - NIL

c. number of cases pending for more than ninety days - NIL
CAUTION STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Report
describing the Company's objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws and regulations. Actual results may differ from
those expressed in the statements.

GENERAL DISCLOSURES

Your Directors state that all the necessary disclosure or reporting has been done, in respect
of the following items as there were no transactions on these items during the year under
review except point no 8:

1. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares with differential rights as to dividend, voting or
otherwise;

2. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued shares (including sweat equity shares) to employees of the
Company under any scheme;

3. As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares under the Employees Stock Option Schemes;

4. Neither the Managing Director nor the Whole Time Directors of the Company receive
any remuneration or commission from any of its subsidiaries except sitting fees as entitled
as a Non-Executive Directors in subsidiary companies;

5. Since the Company has not formulated any scheme of provision of money for the
purchase of own shares by employees or by the trustee for the benefit of the employees in
terms of Section 67(3) of the Act, no disclosures are required to be made;

6. There was no revision of financial statements and the Board's Report of the Company
during financial year; There has been no change in the nature of business of the Company;

7. The requirement to disclose the details of the difference between the amount of the
valuation done at the time of one-time settlement and the valuation done while taking a
loan from the Banks or Financial Institutions, along with the reasons thereof, is not
applicable for the financial year; and

8. The Company had obtained the approval of its members in the 37th Annual General
Meeting of the Company and has made application under the Insolvency and Bankruptcy
Code, 2016. However, now the company is in process of the withdrawal of the application
upon the payment of all the obligations towards its creditors.

9. There was no commission paid by the company to its managing director or whole-time
directors, so no disclosure required in pursuance to the section 197(14) of The Companies
Act, 2013.

10. During the year, the company has not made any one-time settlement of loan from
bank or financial institutions.

11. Disclosures with respect to demat suspense account/ unclaimed suspense account

There are no shares of the Company held in demat suspense account or unclaimed
suspense account.

12. Disclosure of certain types of agreements binding listed entities

There are no agreements referred under clause 5A of paragraph A of Part A of Schedule III
of SEBI (LODR) Regulations, 2015 which can impact the management or control of the
Company or impose any restriction or create any liability upon the Company.

13. Disclosure of Accounting Treatment

The financial statements have been prepared on the accrual basis of accounting in
accordance with the Generally Accepted Accounting Principles (GAAP) in India. Indian

GAAP comprises mandatory accounting standards as specified under the section 133 of the
Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the valued contribution, co¬
operation and support extended to the Company by the Shareholders, Banks, Central
Government, State Governments and other Government Authorities and look forward to
their continued support. Your Directors also wish to express their deep appreciation for the
dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors
MAYUR LEATHER PRODUCTS LIMITED

Date:- August 14, 2025
Place:- Jaipur

Sd/-

AMITA PODDAR
Chairperson & Director
DIN: 00143486