To

The Members,

MACKINNON MACKENZIE AND CO LIMITED

Your directors present the 74th Annual Report together with audited financial statements of the Company for the financial year ended 31st March 2025.

FINANCIAL PERFORMANCE:

The Financial performance of your Company for the year ended March 31, 2025 is summarized below:

(Amount in Rs.in Lakhs)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which effect the financial position of the Company.

REVIEW OF OPERATIONS & STATE OF AFFAIRS:

The Company was established to engage in Shipping & Logistic business. However, the Company does not have any business operations since last few years, except for rental income which forms part of revenue from operations. During FY 24-25, your Company's total income was Rs 44,83,000 as against Rs. 56,36,000 Lakhs in previous year and Net Loss before tax & exceptional item of Rs. 16,66,000 Lakhs as against Net Loss before Tax of Rs. 64,56,000 Lakhs during previous year. Accordingly, Company's Net Loss after Tax and Exceptional Item was Rs. 16,66,000 Lakhs as against Net Loss after Tax of Rs 30,96,56,000 Lakhs during the previous year.

TRANSFER TO RESERVES & DIVIDEND:

During the year under review, no amount has been transferred to the General Reserves. Further, in view of the losses incurred during the year as well as the accumulated losses, the Board of Directors has not recommended any dividend for the financial year 2024-25.

LISTING & ALTERATION OF SHARE CAPITAL:

The Company's equity shares are listed on the Stock Exchanges. The Authorised, Issued and Subscribed Share Capital of the Company stands at 24,86,110/- comprising 2,47,222 equity shares of 10/- each, fully paid-up, and 2,778 equity shares of 10/- each, paid-up to the extent of 5/- per share and subsequently forfeited.

There was no change in the Share Capital of the Company during the year under review. Trading in the equity shares of the Company continues to remain suspended on all Stock Exchanges on account of procedural reasons and non-payment of listing fees. Further, the equity shares of the Company have not been admitted for dematerialisation with either of the depositories.

M/s. Satellite Corporate Services Pvt. Ltd. continues to act as the Registrar & Share Transfer Agent of the Company.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing

Regulations') the Corporate Governance provisions asspecifiedin Regulations 17 to 27 and clause (b) to (i) and (t) of

Regulation and Para C, D and E of Schedule V of the Listing Regulations shall not apply to the Company. However relevant Corporate Governance disclosures are appropriately included in this Report as Annexure A. Further, the Management Discussions and Analysis Report is annexed to this report as Annexure B.

DIRECTORS AND KEY MANGERIAL PERSONNEL:

As on the date of this report, your Board comprised of Three (3) Directors, including two (2) Independent Directors and one (1) Non-Executive Non-Independent Women Director and the manager. Constitution of the Board as on March 31, 2025 is in compliance with the requirements of Companies Act, 2013. The provisions of Regulation 17 of SEBI Listing Regulations, relating to composition of Board of Directors is not applicable to the Company.

The Board of Directors of your Company comprises the following Directors, as on March 31st, 2025:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Dipali Divyul Joshi (DIN: 09561518) Non-Executive Non-Independent Women Director of the Company is liable to retire by rotation at the ensuing Annual General

Meeting and being eligible offers herself for re-appointment.

Your Board recommends her re-appointment for approval of Shareholders as she does not suffer from any disqualification as prescribed u/s. 164 of the Companies Act, 2013. A resolution seeking the approval of the shareholders for her re-appointment forms part of the Notice convening the 74th Annual General Meeting scheduled to be held on September 26, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, the Board of Directors, at its meeting held on July 11, 2024, appointed Mr. Ashok Joshi as the Manager of the Company for a period of five (5) years commencing from June 1, 2024 to May 31, 2029, which was subsequently approved by the Members at the Annual General Meeting held on September 30, 2024.

Further, Mrs. Harshita Kaushal Shukla (ACS-65238), Company Secretary and Compliance Officer of the Company, tendered her resignation with effect from March 13, 2025. Thereafter, Mrs. Bhakti Harsh Dalmia (ACS-67958) was appointed as the Company Secretary and Compliance Officer with effect from June 1, 2025. However, she resigned from the said position with effect from July 25, 2025 to pursue better career prospects.

Accordingly, the Key Managerial Personnel of the Company as on March 31, 2025 are as under:

NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS :

During FY 24-25, your Board of Directors met 6 (six) times on on 22nd May 2024, 1st July 2024, 11th July 2024, 14th August 2024, 14th November 2024 and 31stJanuary 2025. All Board Meetings had requisite quorum. Details of attendance of Directors at the Board Meeting and at the Annual General Meeting held on 30th September 2024 is as mentioned herein:

BOARD COMMITTEES

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A) Audit Committee:

As at March 31, 2025, the Audit Committee constituted as per Section 177 of the Companies Act, 2013 comprised of three (3) Directors including two (2) Independent Directors and one (1) Non-Executive Director. During the year under review Audit Committee met six (6) times on 22nd May 2024, 1st July 2024, 11th July 2024, 14th August 2024, 14th November 2024 and 31st January 2025.

The composition of the Audit Committee as at March 31, 2025 and particulars of attendance by the members at the meetings of the Audit Committee held in FY 2024-25 are given below:

The scope and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The broad terms of reference of the Committee include:

• Recommendation of appointment, remuneration, other terms Statutory / Internal Auditors and discussion with internal auditors of any significant findings and follow up there on;

Reviewing and monitoring the auditor's independent and performance, and effectiveness of the audit process;

Reviewing with the management, the quarterly/half yearly/yearly financial statements before submission to the board for approval; financial reporting process and reviewing disclosures to ensure that the financial statement is OversightofCompany's correct, sufficient and credible

Approval or any subsequent modification of transactions proposed to be entered into with related parties;

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the entity, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

• Reviewing the functioning of the whistle blower mechanism;

Approval of appointment of chief financial officer after assessing the qualifications,experience and background, etc. of the candidate.

B) Nomination and Remuneration Committee

As at March 31, 2025, the Nomination and Remuneration Committee constituted as per Section 178 of the Companies Act, 2013 comprised of two (2) Independent Directors and one (1) Non-Executive Non-Independent Director. During the year under review, the Committee met One (1) time on 11th July 2024.

The composition of the Nomination and Remuneration Committee as at March 31, 2025 and particulars of attendance of the members at the Committee meetings held in FY 2024-25 are given below:

The Scope and Terms of reference of Nomination and Remuneration Committee are in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The broad terms of reference of the Committee include:

• Formulation of criteria for evaluation of performance of independent directors and the Board of directors;

• Devising a policy on diversity of Board of Directors;

Identifying and recommending persons who are qualified to become directors and who may be appointed in senior management;

Specify criteria for effective evaluation of the performance of the Board, Board Committees and Directors;

• Recommending to Board a policy, relating to remuneration for the director, key managerial personnel and other employee;

• Determining remuneration to directors, key managerial personnel and senior management.

C) Stakeholders Relationship Committee

As at March 31, 2025, the Stakeholders Relationship Committee constituted as per Section 178 of the Companies Act, 2013 comprised of three (3) Directors, including two (2) Independent Directors Mr. Nandkishor Joshi and Mr. Jimmy Guzdar and one (1) Non-Executive Non-Independent Director Ms. Dipali Joshi. During the year under review, the Committee met three (3) times on 05th July 2024, 18th July 2024 and 21st March 2025. There was no investor complaint outstanding at the beginning of the year, none received during the year and none pending as at the end of the year.

The composition of the Stakeholder Relationship Committee as of March 31, 2025 and particulars of attendance of the members at the Committee meetings held in FY 2024-25 are given below:

Terms or reference and role of Stakeholder Relationship Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scope of the Committee broadly includes:

• Resolving grievances of security holders including complaints related to transfer /transmission, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

Reviewing the measures taken for effective exercise of voting rights by shareholders;

Reviewing the adherence to the service standards adopted by the Registrar & Share Transfer Agent in connection with various services being rendered by it to the Company;

Your Board confirms that all the recommendations of the Board Committees, wherever applicable, were accepted by the

Board during the year under review.

PARTICULARS OF EMPLOYEES:

There were only three (3) employees in the Company as at March 31, 2025. None of the employees draw remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Remuneration Managerial Personnel) Rules, 2014. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure C.

INDEPENDENT DIRECTORS: a) Declaration by Independent Directors under sub-section (6) of section 149:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing Regulations, the Independent

Directors have submitted annual declarations confirmingthat they are eligible to continue as Independent Director(s) of the Company. Your Board confirms that the Independent Directors fulfilthe conditions specified in SEBI Listing Regulations and are independent of Management.

Based on disclosures and confirmations provided by all Directors, your Board confirms that none of the Directors of the Company are disqualified to act/continue as Directors of the Company. The certificate confirming the same issued by the

Secretarial Auditor of the Company forming part of this Annual report is annexed as Annexure D.

Except for Ms. Dipali Joshi who is relative of Mr. Ashok Joshi, no Directors are related inter se. Further all directors have financial and accounting knowledge. None of the Directors of the Company are Director in any other Listed entities or Member

/ Chairperson of any statutory Board Committees of other Listed entities. b) Familiarization programme for Independent Directors:

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry. c) Terms and conditions of appointment:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies

Act 2013 read with ‘Guidelines for Professional Conduct' pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company at Mackinnon Mackenzie & CO. LTD.

PERFORMANCE EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013. During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, Independent Directors of the Company at a separate meeting held on January 31, 2025, without the presence of other Directors and

Management had evaluated performance of Non-Executive Directors, Board, Board Committees and the flow of information between the Company and Board. The performance of Independent Directors was evaluated and taken on note by the Board at the Meeting held on May 22, 2024. The evaluation process was based on set criteria which inter alia included attendance and participation at the meetings etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to the constitution of a Corporate Social Responsibility (CSR) Committee, formulation of a CSR Policy, and expenditure towards CSR activities are not applicable to the Company, as it does not meet the prescribed thresholds under the said provisions.

POLICIES: Code of Conduct

The Board of Directors has adopted Code of Conduct for the Directors and Senior Management. The said Code has been communicated to all the Directors and Members of Senior Management, and they have affirmed their compliance with the Code of Conduct as approved and adopted by the Board of Directors. A declaration to the effect that the Directors

Managerial Personnel have adhered to the same, signed by the Chairman of the Board is as mentioned herein. Copy of the Code has been uploaded on the Company's website.

Declaration on compliance with code of conduct

I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their affirmation of compliance with the Code of Conduct for Members of the Board and the financial year ended March 31, 2025.