Dear Members,

Your Directors have pleasure in presenting the Forty (40 th ) 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)

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 3 3 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 a vailable on our website i.e. www.mayurgroup.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 / JOINTLY 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 a nd 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 a s the board composition a nd 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:-

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 a reas, 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:- 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 38 th Annual General Meeting; 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 38 th Annual General Meeting; 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; 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 31 st March, 2024 and was later re-designated as the Non-executive director of the company with effect from April 1, 2024; 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; 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. 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 a ppointment 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 a t 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 a s 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:-

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:

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:

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 a nd 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 a pproved 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.

The Composition of the Nomination And Remuneration Committee of the company as on March 31, 2025 is as follows:

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:

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 a nd 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 a nd 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 a nd 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.

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

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:

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:

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 a pplicable accounting standards had been followed a long 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 a ll a pplicable laws a nd that such systems were a dequate 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 38 th 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:

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 40 th 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 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, 2 0 1 5 . 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 a ims to provide a n integrated and organized a pproach 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.

Male Employees: 2 Female Employees: 3 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 a nd 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 a s 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 " ) a nd 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 a nd Participants) Regulations, 2 0 1 8 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, 2 0 1 5 , 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 a nd 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 a ny 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, cooperation 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