Mahalaxmi Rubtech Ltd. - AGM Information 2024

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Trivedi
Shital
Marsh
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Digitally signed by Trivedi Shital Marsh Date: 2024.09.24 15:41:58 +05'30'

rd 33 Annual Report 2023-24

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CORPORATE INFORMATION

BOARD OF DIRECTORS

Shri Jeetmal B. Parekh Shri Rahul J. Parekh Shri Anand J. Parekh Smt. Sangita S. Shingi Shri Balveermal K. Singhvi Shri Nehal M. Shah

(DIN:- 00512415) (DIN:- 00500328) (DIN:- 00500384) (DIN:- 06999605) (DIN:- 05321014) (DIN:- 00020062)

Chairman Non-Executive-Non-Independent Director Managing Director Jt. Managing Director Non-Executive-Independent Director Non-Executive-Independent Director Non-Executive-Independent Director

PRESIDENT & GROUP CFO

Shri Rajendra R. Mehta

COMPLIANCE OFFICER

Smt. Shital M. Trivedi (ICSI Membership No.:- A60855)

STATUTORY AUDITORS

M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W)

FACTORY

Uma Industrial Estate Phase – III, Village Vasana - Iyava Sanand - 382110, Dist: Ahmedabad.

REGISTRAR & SHARE TRANSFER AGENT

Link Intime India Private Limited 5th Floor, 506-508, Amarnath Business Centre-1, (Abc-1), Beside Gala Business Centre, Near St Xavier's College Corner, Off C G Road, Ellisbridge, Ahmedabad – 380006.

INTERNAL AUDITORS

M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W)

BANKER

Bank of Baroda

COST AUDITORS

M/s. Dalwadi & Associates (Firm Registration No.:- 000338)

WEBSITE

www.mrtglobal.com

LISTED AT

SECRETARIAL AUDITOR

M/s. Malay Desai & Associates (Membership No:- A48838 and CoP No.:- 26051)

BSE Limited National Stock Exchange of India Limited

REGISTERED OFFICE

"Mahalaxmi House", YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015.

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NOTICE OF 33[RD] AGM

CIN:- L25190GJ1991PLC016327

Registered office:- “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat. Website:- www.mrtglobal.com; Ph. No.:- 079 – 4000 8000; E-mail Id:- [email protected]

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 33[rd] Annual General Meeting (“AGM”) of Mahalaxmi Rubtech Limited will be held, through Video Conferencing (“VC”) / Other Audio-Visual Means (“OVAM”), on Monday, the 30[th] Day of September, 2024, at 11:00 a.m. (IST), to transact the following businesses:-

ORDINARY BUSINESSES:-

1. TO RECEIVE, CONSIDER AND IF APPROVED, ADOPT THE AUDITED FINANCIAL STATEMENT OF THE COMPANY, FOR THE FINANCIAL YEAR ENDED ON 31[ST] MARCH, 2024 AND THE REPORTS OF THE BOARD AND AUDITORS THEREON:-

“RESOLVED THAT the Audited Financial Statement of the Company, for the Financial Year ended on 31[st] March 2024, consisting of the Balance Sheet as at 31[st] March, 2024, the Statement of Profit & Loss, the Cash Flow Statement and Statement of Changes in Equity, for the Financial Year ended on that date and the Explanatory Notes annexed to or forming part thereof together with the Board’s Report and Auditors Report thereon, be and are hereby adopted. ”

2. TO APPOINT A DIRECTOR IN PLACE OF SHRI ANAND J. PAREKH (DIN:- 00500384), WHO RETIRE BY ROTATION AT THIS AGM AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT:-

“RESOLVED THAT pursuant to the provisions of Section 152 & any other applicable provisions of the Companies Act, 2013, Shri Anand J. Parekh (DIN:- 00500384), Director, liable to retire by rotation at this Annual General Meeting, being eligible and willing to offer himself for re-appointment, be and is hereby re-appointed as a Director of the Company. ”

SPECIAL BUSINESSES:-

3. TO RATIFY REMUNERATION PAYABLE TO M/S. DALWADI & ASSOCIATES, COST AUDITOR OF THE COMPANY:-

In this regard, to consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :-

“RESOLVED THAT pursuant to the provisions of Section 148 & any other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (Including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. Dalwadi & Associates (Firm Registration No.:- 000338), Practicing Cost Accountant, appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company, for the Financial Year ended on 31[st] March, 2025, at the remuneration of ` 80,000/- (Rupees Eighty Thousand Only) plus applicable taxes and out of pocket expenses, if any, incurred during the course of above audit, be and is hereby ratified. ”

4. TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS OF THE COMPANY:-

In this regard, to consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :-

“RESOLVED THAT pursuant to the Provisions of Section 188 & any other applicable Provisions of the Companies Act, 2013 & the Companies (Meeting of Board and its Powers) Rules, 2014 (Including any statutory modification(s) or re-enactment thereof for the time being in force); Regulation 23 & any other applicable Provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time; and upon approval of the Audit Committee and Board of Directors of the Company, consent of the Members of the Company be and are hereby accorded to approve the material Related Party Transactions of the Company, to be entered into/continue with the Related Parties, as detailed in the Explanatory Statement attached hereto, for transactions during 5 (Five) Financial Years i.e. from F.Y. 2024-25 to F.Y. 2028-29.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to perform and execute all such acts, deeds, matters and things and to delegate such authority, as may be deemed necessary, proper or expedient to give effect to this Resolution and for the matters connected herewith or incidental hereto. ”

BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- SHITAL MARSH TRIVEDI COMPANY SECRETARY ICSI MEMBERSHIP NO.: A60855

M ahalaxmi R ubT ech L imited

NOTES:-

The Ministry of Corporate Affairs (“MCA”) issued the General Circular Nos.:- 14/2020 dated 08th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 05th May, 2020 and 09/2023 dated 25[th] September, 2023 (Collectively referred to as “the MCA Circulars”) allowing the Companies whose AGMs are due in the year 2024, to conduct their AGMs on or before 30th September, 2024, through VC/OAVM, without the physical presence of the Members at a common venue. The Securities and Exchange Board of India (“the SEBI”) has also issued the Circular Nos.:- SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 07[th] October, 2023 (Collectively referred to as “the SEBI Circulars”) permitting the holding of the AGMs, through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the SEBI Circulars, provisions of the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations, 2015”), the AGM of the Company is being conducted through VC/OAVM facility, which does not require the physical presence of the Members. The deemed venue for the AGM shall be the Registered Office of the Company. In accordance with the MCA Circulars, Special Businesses mentioned at Item Nos. 3 and 4 of the Notice are considered as unavoidable in nature by the Board of Directors of the Company.
Since this AGM is being held through VC/OAVM, the physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of the Proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to the Notice. However, a Body Corporate Member are entitled to appoint an Authorised Representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting. The Body Corporate Member intending to authorize its Representative to attend the AGM is requested to submit to the Company, a certified true copy of the Board Resolution/Authorization document, authorizing their Representative to attend and vote, on its behalf at the AGM.
The Register of Members and Transfer Book of the Company will remain closed from Tuesday, the 24[th] day of September, 2024 to Monday, the 30th day of September, 2024 (Both days inclusive) for the purpose of 33[rd] AGM.
The Company has engaged the services of Link Intime India Private Limited (“LIIPL”), who is also a Registrar to an Issue and Share Transfer Agent (“RTA”) of the Company, as the Authorized Agency for conducting the e-AGM, providing Remote E-Voting and E-Voting facility for/during the AGM of the Company. The instruction for participation by the Members is given in the subsequent paragraphs.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the Quorum under Section 103 of the Act.
The Explanatory Statement setting out material facts, pursuant to Section 102 of the Act, Secretarial Standard – 2 on the General Meetings and Regulation 36 of the SEBI (LODR) Regulations, 2015, in respect of the Special Businesses mentioned at Item Nos. 3 and 4 of the Notice is annexed hereto.
As per the provisions of Section 124(6) of the Act, unclaimed Dividend is liable to be transferred to the Investor Education and Protection Fund (“IEPF”) of the Central Government after the expiry of seven years from the date they become due for payment. As per Section 124 of the Act, the amount of Dividend for the subsequent years remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company shall be transferred to the IEPF. Currently, there are no Dividend outstanding which are required to be transferred to the IEPF.
In compliance with the MCA Circulars and the SEBI Circulars, Notice of the AGM along with the Annual Report for the F.Y. 2023-24, is being sent only through electronic mode to those Members whose E-mail IDs are registered with the Company or National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited (“CDSL”) (“the Depositories”). The Members may note that the Notice and the Annual Report for the F.Y. 2023-24 will also be available on the Company’s website i.e. www.mrtglobal.com and on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www. nseindia.com, respectively.
The Notice of the 33[rd] AGM of the Company, inter alia, indicating the process and manner of e-voting is being sent to the Members, whose e-mail IDs are registered with the Company/Depositories, for communication purposes. In case the Shareholder’s e-mail ID is already registered with the Company/Depositories, login details for E-Voting shall be sent on the registered E-mail IDs.
In case the Shareholder holding Shares in physical mode has not registered his/her E-mail ID with the Company/Depositories, He/ She may do so by sending a duly signed request letter to LIIPL by providing Folio No. and Name of Shareholder at Link Intime India Private Limited (Unit:- Mahalaxmi Rubtech Limited), 5th Floor, 506-508, Amarnath Business Centre-I, (ABC-I), Beside Gala Business Centre, Nr. St. Xavier’s College Corner Off C G Road, Ellisbridge, Ahmedabad – 380 009, Gujarat; Ph. No.:- 079 – 26465179; E-mail ID:[email protected].
In case the Shares held in demat mode, the Shareholder may contact the Depository Participant (“DP”) and register the E-mail ID in the demat account as per the process followed and advised by the DP.
Brief resume of the Director proposed to be re-appointed, nature of his expertise in functional areas, names of the Companies in which he hold Directorship and Membership/Chairmanship of the Board Committees and the Shareholding and other details, are hereto furnished as stipulated under Regulation 36 of the SEBI (LODR) Regulations, 2015 and other requisite information as per Secretarial Standards – 2 on the General Meetings are provided along with the Notice.

NOTICE OF 33[RD] AGM

The SEBI vide its Master Circular dated 07th May, 2024, has mandated Listed Companies to issue securities in demat form only while processing any service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of Securities Certificate; Endorsement; Sub-Division/Splitting of Securities Certificate; Consolidation of Securities Certificates/ Folios; Transmission and Transposition.
In view of the same and to eliminate all risks associated with physical Shares and avail various benefits of dematerialisation, the Members are advised to dematerialise the Shares held by them in physical form.
The Members are advised to avail the nomination facility in respect of Shares held by them pursuant to the provisions of Section 72 of the Act. The Members holding Shares in dematerialized mode are requested to intimate all changes pertaining to their bank details, power of attorney, change of address/name, Income Tax Permanent Account Number (PAN), etc. to their DP only. Changes intimated to the DP will be automatically reflected on the Company’s record which will help the Company and its RTA to provide efficient & better services. The Members holding the Shares in physical mode are requested to intimate all above mentioned changes to LIIPL or the Company as soon as the change occurs.
The Members holding Shares in physical form and wishing to avail of the nomination facility, are requested to send the duly filled in nomination in the prescribed Form SH-13 and for cancellation/variation in nomination in the prescribed Form SH-14 with the Company’s RTA. In respect with Shares held in electronic/demat form, the nomination form may be filed with the respective DP.
The SEBI, vide Circular No.:- SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16th March, 2023, has made it mandatory to furnish PAN, nomination, contact details, bank account details and specimen signature, by holders of physical Securities.

Folios wherein any one of the said document/details are not available on or after 01st October, 2023, shall be frozen by the Company/ RTA. The Shareholders whose Folios have been frozen shall be eligible to lodge grievance or avail any service request from the RTA only after furnishing the complete documents/details as mentioned and for any payment including Dividend, interest or redemption payment only through electronic mode with effect from 01st April, 2024.

Further, the Shareholders holding Shares in physical mode were to link their PAN with Aadhaar number, by 31st March, 2023, as extended by the Central Board of Direct Taxes (CBDT). Accordingly, from 01st April, 2023 or any other date as may be specified by the CBDT, the RTA shall accept only operative PAN i.e linked with Aadhar number. The folios in which PANs are not linked with Aadhar numbers as on the notified cut-off date of 31st March, 2023 or any other date as may be specified by the CBDT, shall be frozen.

Further, as per the above Circular of the SEBI, the frozen Folios shall be referred by the RTA/Company to the Administering Authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on 31st December, 2025. Keeping the above statutory requirements in view, the Members holding Shares in physical form are requested to furnish valid PAN, nomination, contact details, bank account details and specimen signature, immediately to the RTA/Company in the required forms, to ensure that, their Folios are not frozen on or after 01st October, 2023. The Company had sent communication letters on above to respective Shareholders for submission of required documents.

The Members seeking any information or clarification on the accounts are requested to send in written queries to the Company, at least one week before the date of the AGM, replies will be provided in respect of such queries received in writing, only at the AGM.
The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred to in the Notice can be obtained for inspection by writing to the Company at its e-mail ID:- [email protected], till the date of the AGM.
Non-Resident Indian Shareholders are requested to inform about the change in the residential status on return to India for permanent settlement, immediately to the Company or its Registrar and Share Transfer Agent or the concerned DP, as the case may be.
The Company has created an exclusive e-mail ID:- [email protected], for quick redressal of Shareholders/Investors grievances.
The Company is having depository arrangement with the NSDL and CDSL to facilitate the Shareholders to hold and trade the Company’s Equity Shares in electronic form. Interested Shareholders can avail this facility by opening a beneficiary account with the DP. For more details, the Shareholders may contact the Company’s RTA, Link Intime India Private Limited (Unit:- Mahalaxmi Rubtech Limited), 5th Floor, 506-508, Amarnath Business Centre-I, (ABC-I), Beside Gala Business Centre, Nr. St. Xavier’s College Corner Off C G Road, Ellisbridge, Ahmedabad – 380 009, Gujarat; Ph. No.:- 079 – 26465179; E-mail ID:- [email protected].
The Board of Directors of the Company has appointed Shri Malay Desai, Proprietor of M/s. Malay Desai & Associates (Membership No.:A48838 and CoP No.:- 26051), Company Secretary, having Office at 1503, West Port, Nr. Taj Sky Line, Sindhubhavan Road, Ahmedabad - 380 058, Gujarat, to act as a Scrutinizer for conducting the E-Voting and Remote E-Voting process in a fair and transparent manner.
The Scrutinizer will submit his Report to the Chairman after completion of the scrutiny. The result of the voting on the Resolutions at the AGM shall be announced by the Chairman or any other person authorized by him immediately after the results are declared.

The results declared along with the Scrutinizer’s report, will be posted on the website of the Company i.e. www.mrtglobal.com; on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www.nseindia. com, respectively; and on the website of E-Voting Agency i.e. htps://instavote.linkintme.co.in, immediately after the declaration of the results by the Chairman or any other person authorized by him.

M ahalaxmi R ubT ech L imited

24. Voting through electronic means:-

a) The business as set out in the Notice may be transacted through electronic voting system. In compliance with the provisions of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, Secretarial Standards – 2 on the General Meetings and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means to all its Members to enable them to cast their votes electronically. The Company has made necessary arrangements with the RTA to facilitate the Members to cast their votes from a place other than the venue of the AGM (Remote E-Voting).
b) A Person whose name is recorded in the Register of Members/Register of Beneficial Owners maintained by the Depositories as on the cut-off date shall be entitled to avail the facility of Remote E-Voting or E-Voting at the AGM. The Persons who are not Members as on the cut-off date should treat the Notice for information purpose only.
c) The Notice will be displayed on the website of the Company i.e. www.mrtglobal.com; on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www.nseindia.com, respectively; and on the website of E-Voting Agency i.e. htps://instavote.linkintme.co.in.
d) The Members who have cast their vote by Remote E-Voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
e) The Members whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depositories as on cut-off date are entitled to vote on Resolutions set forth in the Notice. Eligible Members who have acquired Shares after the dispatch of the Annual Report and holding Shares as on the cut-off date may approach the RTA for issuance of the User ID and Password for exercising their right to vote by electronic means.
f) The Remote E-Voting period will commence at 09:00 a.m. (IST) on Friday, the 27th Day of September, 2024 and will end at 05:00 p.m. (IST) on Sunday, the 29th Day of September, 2024. During this period, the Members of the Company, holding Shares in physical form/dematerialized form, as on the cut-off date i.e. Monday, the 23rd Day of September, 2024, may cast their vote by Remote E-Voting. The Remote E-Voting module shall be disabled by the RTA for voting thereafter.

BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- SHITAL MARSH TRIVEDI COMPANY SECRETARY ICSI MEMBERSHIP NO.: A60855

NOTICE OF 33[RD] AGM

Remote E-Voting Instructions for Shareholders:-

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:-

Individual Shareholders holding securities in demat mode with NSDL
Existing IDeAS user can visit the e-Services website of NSDL viz... htps://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login”” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register is available at htps://eservices.nsdl.com Select «Register Online for IDeAS Portal” or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon «Login» which is available under ‹Shareholder/Member› section. A new screen will open. You will have to enter your User ID (i.e. your sixteendigit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on the company name or e-Voting service provider name i.e. LinkIntime and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:-

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:-

Open the internet browser and launch the URL: htps://instavote.linkintme.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
A. User ID:
Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

M ahalaxmi R ubT ech L imited

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:-

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:-

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at htps://instavote.linkintme.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:-

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotces@linkintme. co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:-

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
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Login type	Helpdesk details

Individual Shareholders holding securites in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode has forgotten the password:-

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: htps://instavote.linkintme.co.in

Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certfcate): Your User ID is Event No + Folio Number registered with the Company

NOTICE OF 33[RD] AGM

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:-

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
Process and manner for atending the Annual General Meetng through InstaMeet:-
Open the internet browser and launch the URL: htps://instameet.linkintme.co.in & Click on “Login”.
Select the “Company” and ‘Event Date’ and register with your following details: -
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable.
C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your email id, as recorded with your DP/Company.
Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Instructons for Shareholders/ Members to Speak during the Annual General Meetng through InstaMeet:-

Shareholders who would like to speak during the meeting must register their request with the company.
Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
Other shareholder may ask questions to the panellist, via active chat-board during the meeting.
Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meetng/ management will announce the name and serial number for speaking. Instructons for Shareholders/ Members to Vote during the Annual General Meetng through InstaMeet:-

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:-

On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.
After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’.
After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

M ahalaxmi R ubT ech L imited

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022-49186175.

BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- SHITAL MARSH TRIVEDI COMPANY SECRETARY ICSI MEMBERSHIP NO.: A60855

NOTICE OF 33[RD] AGM

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:-

ITEM NO. 3:-

TO RATIFY REMUNERATION PAYABLE TO M/S. DALWADI & ASSOCIATES, COST AUDITOR OF THE COMPANY:-

The Board of Directors of the Company, on the recommendation of the Audit Committee, approved appointment of M/s. Dalwadi & Associates (Firm Registration No.:- 000338), Practicing Cost Accountant, to conduct the audit of the cost records of the Company, for the F.Y. ended on 31st March, 2025.

In accordance with the provisions of Section 148 & any other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (Including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration to Cost Auditor, recommended by the Audit Committee and approved by the Board, shall be ratified subsequently by the Members of the Company.

The Board is of the opinion that the fees quoted by M/s. Dalwadi & Associates are reasonable and in line with the rates prevailing in the market for similar assignment.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned/interested, financially/ otherwise, in Resolution set out at Item No. 3 of the Notice.

The Board of Directors of the Company recommends the Resolution set out at Item No. 3 to the Notice as an Ordinary Resolution, for your approval.

ITEM NO. 4:-

TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS OF THE COMPANY:-

Pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015, all Related Party Transactions shall require prior approval of the Audit Committee and all material Related Party Transactions shall require prior approval of the shareholders, through a Resolution.

The Audit Committee and the Board of Directors of the Company, at its meeting held on 13th August, 2024, have approved the Related Party Transactions of the Company, to be entered into/continue with the Related Parties, as detailed hereunder, for transactions during 5 (Five) Financial Years i.e. from F.Y. 2024-25 to F.Y. 2028-29.

The value of transactions, for which the approval is being sought, for the period commencing from 01st April, 2024 till date of this Notice has not exceeded the materiality threshold.

The details of the Related Party Transactions as required under the Section 188 of the Companies Act, 2013 & the Companies (Meeting of Board and its Powers) Rules; Regulation 23 of the SEBI (LODR) Regulations, 2015; and the SEBI Master Circular No.:- SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated 11th July, 2023, are given in the following Table:-

No other Director, Key Managerial Personnel or their respective relatives except Shri Jeetmal B. Parekh, Chairman, Shri Rahul J. Parekh, Managing Director, Shri Anand J. Parekh, Jt. Managing Director, Shri Rajendra R. Mehta, Chief Financial Officer and their respective relatives, are, in any way, concerned/interested, financially/otherwise, in the Resolution set out at Item No. 4 of the Notice, save and except as Shareholder and to the extent of their Shareholding, if any, in the Company.

The Board of Directors of the Company recommends the Resolution set out at Item No. 4 to the Notice as an Ordinary Resolution, for your approval.

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	Directors	To sale goods and artcles and / or To get job work done for party and / or To purchase goods and artcles and / or To get job work done from party and / or To avail services from party and / or To provide services to party and / or To appoint to any ofce or place of proft (Including sell, purchase or otherwise dispose / acquire property if any kind and / or Letng / Leasing of property of any kind) and / or togive / take loans, advances and Corporate Guarantee and / or to transfer of resources, services or obligatons	Recurring nature and ordinary course of business	5 (Five) Financial Years i.e. from F.Y. 2024-25 to F.Y. 2028-29	50	~ 65%		Own Funds and Resources	Not Applicable	Unsecured Loans / Advances, at the Interest Rate as may be decided by the Board, repayable on demand, for business purposes	For general corporate purposes	RPT is commercially benefcial	Not Applicable
	SV (Associate)				25	~ 33%
	SJC (Associate)				10	~ 13%
	RT (Associate)				1	~ 1%
	ME (Associate)				10	~ 13%
	YP (Relatve of KMP)				1	~ 1%
	MCC (Associate)				5	~ 7%
	ACI (Associate)				5	~ 7%
	MEPL (Associate)				50	~ 65%
	GTL (Associate)				50	~ 65%
Details	MFML (Associate)				50	~ 65%
Partculars	Name of the Related Party and its relatonship	Type of transacton	Material terms and partculars of transacton	Tenure of transacton	Value of transacton, on estmated basis, in each of F.Y.	Value of RPT as % of the Company’s Audited Annual Turnover of `76.90 Crores for the F.Y. 2023-24	If the transacton relates to any loans, inter- corporate deposits, advances or investments made or given by the Company:	i. details of the source of funds in connecton with the transacton;	ii. where any fnancial indebtedness is incurred to make or give loans, interoperate deposits, advances or investments, nature of indebtedness; cost of funds; and tenure;	iii. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and	iv. the purpose for which the funds will be utlized by the ultmate benefciary of such funds pursuant to the RPT	Justfcaton as to why the RPT is in the interest of the Company	A statement that the valuaton or other external report relied upon by the Company in relaton to the transacton will be made available through the registered email address of the shareholders

NOTICE OF 33[RD] AGM

DISCLOSURE RELATING TO REAPPOINTMENT OF DIRECTOR IN THIS AGM PURSUANT TO REGULATION 36(3) OF THE SEBI (LODR), REGULATIONS, 2015 AND SECRETARIAL STANDARDS – 2 ON THE GENERAL MEETINGS:-

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Name of the Director Shri Anand J. Parekh
Director Identification Number 00500384
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Name of the Director	Shri Anand J. Parekh
Director Identfcaton Number	00500384
(DIN)
Date of Birth	07/06/1976
Qualifcaton	Chartered Accountant
Date of frst appointment	19/11/2008
Brief resume and nature of expertse and experience in specifc functonal area	Shri Anand J. Parekh is a second generaton entrepreneur and joined the Company in 2008 on the Board of the Company and is responsible for the Company’s diversifcaton into other categories of business. He is a Chartered Accountant by training. He looks afer Textle Processing and Exports. Adept at managing all the producton, fnancial and market requirements. Presently, He is Jt. Managing Director of the Company.
Remuneraton last drawn	Basic Salary`24,00,000/- (Rupees Twenty Four Lakhs Only), Perquisites:`32,400/- (Rupees Thirty Two Thousand and Four Hundred Only)
Number of Meetngs of the Board atended during the Financial Year 2023-24	13
Shareholding in the Company including shareholding as a benefcial owner as on 31.03.2024	17,05,676 number of Equity Shares of`10/- per Share Face Value
Disclosure of relatonship between Directors inter-se	Son of Shri Jeetmal B. Parekh (Chairman) and Brother of Shri Rahul J. Parekh (Managing Director)
Name of Listed Enttes in which the Person holds Directorship	1. Mahalaxmi Rubtech Limited 2. Mahalaxmi Fabric Mills Limited 3. Globale Tessile Limited
Membership of Commitees of the Board along with Listed Enttes from which the Person has resigned in the past three years	Mahalaxmi Rubtech Limited:- 1. Chairman of Risk Management Commitee 2. Member of Audit Commitee 3. Member of Stakeholder Relatonship Commitee 4. Member of Share Transfer Commitee 5. Member of Corporate Social Responsibility Commitee Mahalaxmi Fabric Mills Limited:- * $ 1. Chairman of Risk Management Commitee 2. Member of Audit Commitee 3. Member of Stakeholder Relatonship Commitee 4. Member of Share Transfer Commitee 5. Member of Corporate Social Responsibility Commitee Globale Tessile Limited:- * $ 1. Chairman of Risk Management Commitee 2. Member of Audit Commitee 3. Member of Stakeholder Relatonship Commitee 4. Member of Share Transfer Commitee 5. Member of Corporate Social Responsibility Commitee

In process of listing on BSE & NSE

$ (W.e.f. 29/04/2024)

BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- SHITAL MARSH TRIVEDI COMPANY SECRETARY ICSI MEMBERSHIP NO.: A60855

M ahalaxmi R ubT ech L imited

BOARD’S REPORT

To,

The Members MAHALAXMI RUBTECH LIMITED

Your Directors have pleasure in presenting herewith the Board’s Report along with the Audited Statement of Accounts, for the Financial Year ended on 31st March, 2024.

1. RESTATED FINANCIAL SUMMARY:-

The Group’s Restated financial performance, for the year under review, along with the previous year’s figures are given hereunder:-

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( ` in Lakhs)
Particulars F.Y. F.Y.
2023-24 2022-23
Income from Operations & other Income 7856.74 7062.26
Profit before Depreciation 1844.52 1591.99
Less:- Depreciation 364.40 354.27
Profit before Tax 1480.12 1237.72
Less:- Provision for Tax 404.81 194.76
Less:- Provision for Deferred Tax (28.14) (45.84)
Profit after Tax 1103.45 1088.80
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2. STATE OF THE COMPANY’S AFFAIRS:-

The Company has witnessed rise in the total Income from Operations, during the F.Y. ended on 31st March, 2024.

During the year under review, your Company has reported, on a Restated basis, Income from Operations & other Income 7856.74 Lakhs as against 7062.25 Lakhs in the previous year, Profit before Tax 1480.12 Lakhs as against 1237.72 Lakhs in the previous year, Net Profit after Tax 1103.45 Lakhs as against 1088.80 Lakhs in the previous year.

3. SCHEME OF ARRANGEMENTS INVOLVING DEMERGER:-

Pursuant to provisions of the Sections 230 - 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulation 37 of the SEBI (LODR) Regulations, 2015, the Board has approved, in its Meeting held on 16th February, 2023, the Demerger embodied in the Scheme of Arrangements between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (Demerged Company); Mahalaxmi Fabric Mills Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFML) (CIN:- U17100GJ1991PLC015345) (First Resulting Company); and Globale Tessile Limited (GTL) (CIN:- U17299GJ2017PLC098506) (Second Resulting Company) and their respective Shareholders and Creditors (Scheme), which has provided for the following:-

I. Demerger of Traditional Textiles Processing Division, located at Narol, Ahmedabad and Wind Power Division of MRT along with existing investment of MRT in its Wholly Owned Subsidiary Company namely Mahalaxmi Exports Private Limited (CIN:U17299GJ2019PTC110673) (First Demerged Undertaking) and vesting the same into MFML.
II. Demerger of Trading Textiles Division of MRT (Second Demerged Undertaking) and vesting the same into GTL.
III. After Demerger, Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, have been remaining business of MRT.

Further, the Company has received the Observation Letters from the Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), on 01st August, 2023.

Following the receipt of the Observation Letters from the Stock Exchanges, the Company, jointly with both the Resulting Companies, have filed an Application to the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, for obtaining direction to convene or dispense the Meetings of the Equity Shareholders and Creditors of the Company, on 16th August, 2023. In this matter, by an Order dated 19th October, 2023, the Hon’ble NCLT has directed for convening and holding the Meetings of the Equity Shareholders and Unsecured Creditors; and for dispensation from convening and holding the Meeting of the Secured Creditor of the Company.

Accordingly, the Hon’ble NCLT convened Meetings of the Equity Shareholders and Unsecured Creditors of the Company have been held on 30th November, 2023. In these Meetings, the Scheme has been approved by the Equity Shareholders and Unsecured Creditors of the Company, with requisite majority thereof.

Later, The Company, jointly with both the Resulting Companies, have submitted a Petition to the Hon’ble NCLT, Ahmedabad Bench, for approval of the Scheme, on 08th December, 2023. In this matter, by an Order dated 04th March, 2024, the Hon’ble NCLT, Ahmedabad,

BOARD’S REPORT

Special Bench, Court-1, has sanctioned the Scheme. Effective Date of the Scheme is 01st April, 2024.

In consideration of transfer of the First Demerged Undertaking and Second Demerged Undertaking of MRT, MFML and GTL have issued and allotted 1,06,20,275 new Equity Shares Capital of ` 10/- each, credited as fully paid-up, to the Shareholders of MRT, as on the Record Date i.e. i.e. Friday, 19th April, 2024, in the ratio of 1 new Equity Share of MFML and GTL, for every 1 Equity Share in MRT.

Pursuant to the Scheme becoming effective, the First Demerged Undertaking and the Second Demerged Undertaking have been transferred to and vested in, on a going concern basis, MFML and GTL, respectively, with effect from 01st April, 2024. i.e. the Appointed Date. Accordingly, this Restated Financial Statement, for the F.Y. ended on 31st March, 2024, comprises of Financial Information for the Residual Undertaking of the Demerged Company.

Pursuant to the Scheme becoming effective, Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of MRT and has become the Wholly Owned Subsidiary Company of MFML; and GTL, has also ceased to be the Wholly Owned Subsidiary Company of MRT, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited.

Accordingly, MRT is required to submit only the Standalone Financial Statement and the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

Your Board of Directors hereby confirm that the Company does not have any Subsidiary / Associate / Joint Venture Company, as at 31st March, 2024. Accordingly, the Consolidated Financial Statement is not required to be prepared by the Company, for the F.Y. ended on 31st March, 2024.

4. DIVIDEND AND RESERVE:-

The Board of Directors have not recommended any Dividend for the F.Y. 2023-24. The Board does not propose any amount to carry to Reserves for the F.Y. 2023-24 and Profit earned during the F.Y. 2023-24 is proposed to be retained in the Profit & Loss Account, for the F.Y. ended on 31st March, 2024.

5. DEPOSIT:-

The Company has not invited/accepted any Deposit from the Public within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 & Rules framed there under and the Directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of Deposit covered under Chapter V of the Companies Act, 2013 and details of Deposit which are not in compliance with the requirement of Chapter V of the Companies Act, 2013, is not applicable.

The details of loan from the Directors of the Company not considered as Deposit under the Companies (Acceptance of Deposit) Rules, 2014, are disclosed in the Note No. 40 of the Audited Financial Statements of the Company.

6. SHARE CAPITAL:-

During the year under review, the Company has not issued any Shares with differential rights as to Dividend, Voting or Otherwise nor has granted any Stock Options or Sweat Equity. As on 31st March, 2024, none of the Directors of the Company hold Instruments convertible into the Equity Shares of the Company.

Pursuant to the Scheme becoming effective, the Authorised Equity Share Capital of the Company has been reduced from 2500 Lakhs to 1100 Lakhs, as 1085 Lakhs has been transferred to MFML and 315 Lakhs has been transferred to GTL.

The Paid-up Equity Share Capital of the Company as on 31st March, 2024 stood at 10,62,02,750, consisting of 1,06,20,275 number of Equity Shares of 10/- each.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

Pursuant to the Scheme becoming effective, the First Demerged Undertaking and the Second Demerged Undertaking have been transferred to and vested in, on a going concern basis, MFML and GTL, respectively. Residual Undertaking i.e. Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, have been remaining business of MRT.

8. MANAGEMENT DISCUSSION AND ANALYSIS:-

Your Company is engaged in the manufacturing and marketing of products of Traditional Textiles and Polymer based Technical Textiles & Rubber. A detailed analysis on the performance of the industry, Company, internal control systems, risk and concerns are specified in the Management Discussion and Analysis Report, forming part of this Annual Report, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015.

9. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-

Your Company has complied with the Corporate Governance requirements as specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance under the SEBI (LODR) Regulations, 2015, along with the Certificate from the Company’s Auditor confirming compliance thereof is annexed and forming part of this Annual Report.

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10. MEETINGS OF THE BOARD:-

During the year under review, total 13 (Thirteen) Meetings of the Board of Directors were conveyed and held. Details of the composition of the Board, Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the Board Meetings were within the period, prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

11. DIRECTORS:-

I. Changes in Directors and Key Managerial Personnel:-

a. Appointment of Directors:-

During the year under review, Shri Balveermal K. Singhvi (DIN:- 05321014) was reappointed, for continuation as a NonExecutive-Independent Director of the Company, beyond 75 years in his current term, from 15th April, 2023 till 31st March, 2026, notwithstanding that he has attained the age of 75 years, in pursuance to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, which was approved by the Members of the Company, through Postal Ballot, on 12th April, 2023. In the opinion of the Board, Independent Director reappointed, during the year under review, is a Person of integrity and possess relevant expertise and experience including the proficiency ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA).

b. Cessation of Directors:

During the year under review, no Director has been ceased to be the Director of the Company.

c. Retirement by rotation:-

In accordance with the provisions of Section 152 of the Companies Act, 2013, at the forthcoming AGM, Shri Anand J. Parekh (DIN:- 00500384), will retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The Notice convening the AGM includes the proposal for his re-appointment as a Director. A brief profile of Shri Anand J. Parekh has also been provided therein.

d. Key Managerial Personnel:-

The following Persons are the Key Managerial Personnel (“KMP”) as on 31st March, 2024:-

i. Shri Rahul J. Parekh, Managing Director
ii. Shri Anand J. Parekh, Jt. Managing Director
iii. Shri Rajendra R. Mehta, Chief Financial Officer
iv. Smt. Shital Marsh Trivedi, Company Secretary

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

II. Declaration by an Independent Director(s):-

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management.

III. Governance Guidelines:-

The Company has adopted the Governance Guidelines on the Board effectiveness. The Governance Guidelines cover aspects related to the composition and role of the Board, Chairman & Directors, Board diversity, definition of independence, Directors terms, retirement age and the Board Committees. It also covers aspects relating to nomination, appointment, induction and development of the Directors, Directors remuneration, Subsidiary oversight, Code of Conduct, Board effectiveness, reviews and mandates of the Board Committees.

IV. Procedure for nomination and appointment of Directors:-

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the resumes of potential candidates vis-à-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

V. Criteria for determining qualifications, positive attributes and independence of a Director:-

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, in terms of provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D - Para A of the SEBI (LODR) Regulations, 2015.

BOARD’S REPORT

a. Independence:-

In accordance with the above criteria, a Director will be considered as an Independent Director if he/she meets with the criteria for Independent Director, as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

b. Qualifications:-

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

c. Positive attributes:-

In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal & communication skills and soundness of judgment. Independent Directors are also expected to abide by the “Code for Independent Directors”, as outlined in Schedule IV of the Companies Act, 2013.

VI. Board evaluation:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of this Annual Report.

VII. Meeting of the Independent Directors:-

During the year under review, a separate Meeting of the Independent Directors was held. In the said Meeting, the Independent Directors assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

VIII. Remuneration Policy:-

The Board have, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection and appointment of the Directors, Senior Management, Key Managerial Personnel and their remuneration, pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The philosophy for remuneration of the Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Nomination and Remuneration Committee has recommended to the Board a Policy aligned to this philosophy and the same may be accessed on the Company’s website at the link:- htps://mrtglobal.com/wp-content/uploads/2024/08/ Remuneraton-Policy.pdf.

The Nomination and Remuneration Committee has considered following factors while formulating the Policy:-

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the Company successfully;
b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. Remuneration to the Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that remuneration paid to the Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

IX. Committees of the Board:-

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013 & Rules framed thereunder and the SEBI (LODR), Regulations, 2015. The Committees of the Board are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Share Transfer Committee and Risk Management Committee.

The Board has accepted all recommendations of the above Committees. The details about Composition of Committees, Meetings and attendance are incorporated in the Corporate Governance Report, forming part of this Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, state that:-

M ahalaxmi R ubT ech L imited

I. In the preparation of the annual accounts, for the F.Y. ended on 31st March, 2024, the applicable accounting standards had been followed and there are no material departures from the same;
II. 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, at the end of the F.Y. ended on 31st March, 2024 and of the profit of the Company for the F.Y. ended on 31st March, 2024;
III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. The Directors had prepared annual accounts on a going concern basis.
V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls with reference to the Financial Statement were adequate and effective during the F.Y. 2023-24.

Details of internal controls system are given in the Management Discussion and Analysis Report, forming part of this Annual Report.

14. RISK MANAGEMENT:-

Although not mandatory, as a measure of the good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company’s performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company’s overall risk exposure and reviews the Risk Management Policy and structure.

This robust risk management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company’s competitive advantage.

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to address business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Risk Management Committee.

The Company has adopted a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013.

15. AUDITORS:-

I. Statutory Auditors:-

M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W), Practicing Chartered Accountants, have been appointed as a Statutory Auditors of the Company, in the Board Meeting held on 31st May, 2021, for a period of 5 (Five) years commencing from the conclusion of the 30th AGM till the conclusion of 35th AGM.

The Statutory Auditors Report of M/s. Jain Chowdhary & Co., for the F.Y. ended on 31st March, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

II. Cost Auditors:-

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts & records are made and maintained by the Company.

BOARD’S REPORT

M/s. Dalwadi & Associates (Firm Registration No.:- 000338), Practicing Cost Accountant, have been appointed as a Cost Auditors of the Company, in the Board Meeting held on 25th May, 2023, for audit of cost accounting records for the F.Y. 2023-24.

The Cost Auditors Report of M/s. Dalwadi & Associates, for the F.Y. ended on 31st March, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has received a letter from the Cost Auditors M/s. Dalwadi & Associates, for eligibility, under Section 141 of the Companies Act, 2013 and its independence from the Company. The Board, on recommendation of the Audit Committee, in its Meeting held on 24th May, 2024, have appointed M/s. Dalwadi & Associates, as the Cost Auditors of the Company, to conduct the audit of cost accounting records for the F.Y. 2024-25. The Members are requested to ratify the remuneration to be paid to the Cost Auditors of the Company.

III. Secretarial Auditors:-

Shri Hardik Hudda (ACS:- 39621 and CP No.:- 14697), Proprietor of M/s. Hardik Hudda & Associates, Practicing Company Secretary, has been appointed as a Secretarial Auditor of the Company, in the Board Meeting held on 25th May, 2023, for the F.Y. 2023-24. However, due to other pre-occupation, Shri Hardik Hudda was not able to do Secretarial Audit of the Company for the F.Y. 202324. Casual vacancy caused by the said resignation was fulfilled by the Board of Directors in the Board Meeting of the Company held on 21st May, 2024, through appointment of Mr. Malay Desai, Proprietor of M/s. Malay Desai & Associates (Membership No.:- A48838 and CoP No.:- 26051), Company Secretary, as a Secretarial Auditor of the Company, for the F.Y. 2023-24.

The Secretarial Auditors Report of Mr. Malay Desai, for the F.Y. ended on 31st March, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit Report for the F.Y. ended on 31st March, 2024, is annexed herewith as an Annexure – I, forming part of this Annual Report.

IV. Internal Auditors:-

M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W), Practicing Chartered Accountants, have been appointed as an Internal Auditor of the Company, in the Board Meeting held on 25th May, 2023, for the F.Y. 2023-24.

The Audit Committee, in consultation with the Internal Auditor, has formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

16. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-

The Company has adopted a Policy for determining Material Subsidiary in terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015. The Policy for determining Material Subsidiary may be assessed on the Company’s website at the link:- htps://mrtglobal.com/ wp-content/uploads/2024/08/Policy-for-Determining-Material-Subsidiary.pdf.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

The details required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, is annexed herewith as an Annexure – II, forming part of this Annual Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has adopted the Vigil Mechanism/Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about illegal or unethical practices, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of persons who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate and exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company’s website at the link:- htps://mrtglobal.com/wp-content/uploads/2024/08/VigilMechanism-or-Whistle-Blower-Policy.pdf. The Audit Committee of your Company oversees the Vigil Mechanism.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Corporate Social Responsibility (CSR) is a Company’s sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society

M ahalaxmi R ubT ech L imited

at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in utmost transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives. This Policy has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and Rules framed thereunder to undertake the CSR activities.

The Board has constituted a Corporate Social Responsibility Committee headed by Shri Rahul J. Parekh as a Chairman and Shri Anand J. Parekh & Smt. Sangita S. Shingi as Members of the Committee.

The responsibilities of the CSR Committee include:-

I. Formulating and recommending to the Board, the CSR Policy and indicating activities to be undertaken by the Company.
II. Recommending the amount of expenditure to be incurred on the CSR activities.
III. Monitoring the CSR Policy of the Company, from time to time.

The Report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as an Annexure – III, forming part of this Annual Report. The CSR Policy may be accessed on the Company’s website at the link:- htps://mrtglobal.com/wp-content/uploads/2024/08/CSR-Policy.pdf.

20. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:-

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The Policy aims to provide protection to women at the workplace, prevent & redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment of women and recommend appropriate action.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. SECRETARIAL STANDARDS OF ICSI:-

The Company is in compliance with the Secretarial Standards on the Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

22. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:-

Details of loans, investments, guarantees and securities covered under provisions of Section 186 of the Companies Act, 2013 are provided in the Audited Financial Statement, forming part of this Annual Report.

23. CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH THE RELATED PARTIES:-

All contracts/arrangements/transactions, entered into by the Company, during the year under review, with the Related Parties were in the ordinary course of business and on an arm’s length basis. During the year under review, the Company has entered into contract/ arrangement/transactions with the Related Parties, in accordance with the Policy on the Related Party Transactions. All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the contracts/arrangements/transactions which are repetitive in nature. A statement of all the Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The Policy on the Related Party Transactions may be accessed on the Company’s website at the link:- htps://mrtglobal.com/wpcontent/uploads/2024/08/RELATED-PARTY-TRANSACTION-POLICY.pdf.

Your Directors draw attention of the Members to the Audited Financial Statement which sets out Related Party Transactions disclosures. Details of contracts/arrangements/transactions with the Related Parties have been reported in Form AOC-2 is annexed herewith as an Annexure – IV, forming part of this Annual Report.

24. DETAILS OF MATERIAL CHANGES AND COMMITMENT FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:-

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred between the end of the F.Y. of the Company as on 31st March, 2024 and the date of the Report i.e. 17th August, 2024, except that the Company has changed the Registered Office of the Company from 47, New Cloth Market, O/s Raipura Gate, Ahmedabad – 380 002, Gujarat to “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat, with effect from opening of Business Hours on 04th April, 2024.

BOARD’S REPORT

25. PARTICULERS OF EMPLOYEES:-

Disclosures with respect to the remuneration of the Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as an Annexure – V, forming part of this Annual Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Board’s Report and Financial Statements are being sent to the Members after excluding the disclosure on particulars of the employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining such information may address their e-mail to:- [email protected].

26. ANNUAL RETURN:-

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for F.Y. 2023-24 has been disclosed on the Company’s website and the same may be accessed on the Company’s website at the link:- htps://mrtglobal.com/wp-content/uploads/2024/08/ Draft-Annual-Return-of-F.Y.-2023-24.pdf

27. LISTING:-

The Securities of your Company are listed with two Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the Annual Listing fees of the BSE and NSE, for the F.Y. 2024-25, have been paid within due date. The annual custodian fees to NSDL & CDSL have been paid for the Securities of the Company held in dematerialized mode with them, for F.Y. 2024-25.

28. COMPULSORY TRADING IN DEMAT:-

The SEBI vide its Master Circular dated 07th May, 2024, has mandated Listed Companies to issue securities in demat form only while processing any service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of Securities Certificate; Endorsement; Sub-Division/Splitting of Securities Certificate; Consolidation of Securities Certificates/ Folios; Transmission and Transposition.

In view of the same and to eliminate all risks associated with physical Shares and to avail various benefits of dematerialisation, the Members are advised to dematerialise the Shares held by them in physical form.

29. INSURANCE:-

All the assets of the Company including the inventories, buildings and plant & machineries are adequately insured.

30. ENVIRONMENT:-

As a responsible corporate citizen and as a Textiles Processing Unit, environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliance of stipulated pollution control norms.

31. ENHANCING SHAREHOLDERS VALUE:-

Your Company believes that its Members are among its most important Stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating & building for growth, enhancing the productive asset & resource base and nurturing overall corporate reputation. Your Company is also committed for creating value for its other Stakeholders by ensuring that its corporate actions positively impact the socio economic and environmental dimensions and contribute to sustainable growth and development.

32. DEPOSITORY SYSTEM:-

As the Members are aware, the Company’s Equity Shares are tradable in electronic form. As on 31st March, 2024, out of the Company’s total Equity Paid-up Share Capital comprising of 1,06,20,275 number of Equity Shares, only 48,000 number of Equity Shares were in physical form and the remaining Shares were in electronic form. In view of the numerous advantages offered by the Depository System, the Members holding Shares in physical form are advised to avail themselves of the facility of dematerialization.

33. GENERAL:-

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:-

I. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.
II. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

M ahalaxmi R ubT ech L imited

III. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Bank or Financial Institution.
IV. Giving of loan to person in employment of the Company with a view to enabling him/her to purchase or subscriber for fully Paid-up Equity Shares in the Company.
V. Revision of Financial Statement and Board’s Report.
VI. Pledge of Equity Shares of the Directors of the Company with any Bank or Financial Institution.

34. APPRECIATION:-

Your Directors thanks various Central and State Government Departments, Organizations and Agencies, for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all the Stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other Business Partners, for the excellent support received from them during the year under review and look forward to their continued support in future. The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- SHRI JEETMAL B. PAREKH CHAIRMAN (DIN: 00512415)

BOARD’S REPORT

Annexure – I

Form No. MR – 3

Secretarial Audit Report

For the Financial year ended on 31[st] March 2024 [Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To The Members of MAHALAXMI RUBTECH LIMITED Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad, 380015

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mahalaxmi Rubtech Limited (hereinafter called the Company) having CIN L25190GJ1991PLC016327. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of Mahalaxmi Rubtech Limited’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31[st] March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Mahalaxmi Rubtech Limited having its Registered Office at Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad, 380015 for the financial year ended on 31[st] March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during Audit Period.)
(d) The Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021. (Not Applicable to the Company during Audit Period.)
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during Audit Period.)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - (Not Applicable to the Company during Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - (Not Applicable to the Company during Audit Period);
(vi) No specific acts were applicable to the Company.

We have also examined compliance with following applicable clauses:

i) Secretarial Standards with respect to Meetings of Board of Directors and Committees (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and made effective 1st July, 2015) and revised (SS-1) & (SS-2) were effective from 1st October, 2017.

M ahalaxmi R ubT ech L imited

ii) The Listing Agreement entered into by the Company with BSE Limited and the National Stock Exchange of India Limited, as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, guidelines, Standards etc. mentioned above.

We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test basis, the Company has complied with all the Laws applicable specifically to the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors, as the case may be. The changes in the composition of the Board of Directors that took place, during the period under review, were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, Agenda and detailed Notes on Agenda were sent at least seven days in advance for Meetings other than those held at shorter notice and a system exists for seeking and obtaining further information and clarifications on the agenda items before the Meeting and for meaningful participation at the Meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors and Committee, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company has no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

We further report that The Hon’ble National Company Law Tribunal, Ahmedabad, Special Bench, Court-1, Vide Order No.:C.P.(CAA)/57(AHM)2023 in C.A.(CAA)/47(AHM)2023, dated 04th March, 2024, has sanctioned the Scheme of Arrangements involving Demerger between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (“Demerged Company”); Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:- U17100GJ1991PTC015345) (“First Resulting Company”); and Globale Tessile Private Limited (GTPL) (CIN:- U17299GJ2017PTC098506) (“Second Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).

Effective date of the Scheme is 01[st] April, 2024.

Pursuant to the Scheme becoming effective:-

Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of Mahalaxmi Rubtech Limited and has become the Wholly Owned Subsidiary Company of Mahalaxmi Fabric Mills Limited.
Globale Tessile Private Limited, has ceased to be the Wholly Owned Subsidiary Company of Mahalaxmi Rubtech Limited, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited.

Note: This Report is to be read with Our Letter of even date which is annexed as Annexure “A” and forms an integral part of this report.

For, Malay Desai & Associates Company Secretary

Sd/-

Date: May 24, 2024 Place: Ahmedabad

Malay Desai Proprietor Membership No: A48838 COP: 26051 Peer Review : 3213/2023 UDIN: A048838F000439096

BOARD’S REPORT

Annexure A to Secretarial Audit Report

To

The Members of MAHALAXMI RUBTECH LIMITED Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad, 380015

Our Report of even date is to be read along with this Letter;

Maintenance of Secretarial Record is the responsibility of the management of the company. Our responsibility is to express an opinion on Secretarial Records based on our Audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and books of accounts of the company.
Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of the procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company.

For, Malay Desai & Associates Company Secretary

Date: May 24, 2024 Place: Ahmedabad

Sd/- Malay Desai Proprietor Membership No: A48838 COP: 26051 Peer Review : 3213/2023 UDIN: A048838F000439096

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Annexure – II

Details on Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and outgo

(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014)

1. Conservation of energy:-

I. The steps taken or impact on conservation of energy:-

The Company has adopted the system of shutting down the electrical machinery and appliances when not in use to avoid unnecessary waste of energy. New investments in machines are being considered with an idea to have reduction of consumption of energy. The Company also has undertaken various initiatives towards green energy thereby contributing towards clean environment. Continuous efforts and initiatives are being planned in the coming years in this direction. The impacts of such measures are not precisely ascertainable.

II. The steps taken by the Company for utilising alternate sources of energy:-

The Company has taken initiatives to generate energy through renewable sources like solar power and windmills.

III. The capital investment on energy conservation equipments:-

Not Applicable

2. Technology absorption:-

I. The efforts made towards technology absorption:-

The Company is putting its best efforts towards technology absorption in its own laboratory, to improve the quality of products and to test and try the latest technological innovations.

II. The benefits derived like product improvement, cost reduction, product development or import substitution:-

The efforts towards technology absorption have resulted into improvement in quality of the products, increased efficiency of the machineries, keep costs of production under control and reduced wastages.

III. In case of imported technology (Imported during the last three years reckoned from the beginning of the Financial Year):-

a. The details of technology imported:- Not Applicable
b. The year of import:- Not Applicable
c. Whether the technology been fully absorbed:- Not Applicable
d. If not fully absorbed, areas where absorption has not taken place and the reasons thereof:- Not Applicable

IV. The expenditure incurred on Research and Development:-

Not Applicable

3. Foreign exchange earnings and outgo:-

Foreign exchange earnings and outgo:-	Foreign exchange earnings and outgo:-
(`in Lakhs)
Partculars	F.Y. 2023-24
Foreign exchange earnings	2873.78
Foreign exchange outgo	226.71

FOR, MAHALAXMI RUBTECH LIMITED

Sd/- SHRI JEETMAL B. PAREKH DATE: AUGUST 17, 2024 CHAIRMAN PLACE: AHMEDABAD (DIN:- 00512415)

BOARD’S REPORT

Annexure – III

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

(Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. A brief outline on the CSR Policy of the Company:-

The Company recognizes that as a responsible corporate entity, its functions and operations have an impact on the society and on the environment. In addition to ensuring that operations are conducted efficiently and in a manner that meets governmental environmental standards, Our CSR Policy focuses on development of the communities around the vicinity of our plants and other offices.

Your Company’s focus areas for the Financial Year 2023-24, under the CSR are as under:-

I. The areas for the CSR activities are promoting education, healthcare including preventive healthcare, providing safe drinking water, sanitation facility, old age home maintenance, environmental sustainability and promotion & development of traditional arts & handicrafts.
II. Other areas approved by the CSR Committee are within the ambit of the CSR Rules, as amended from time-to-time.

The Company’s CSR work is anchored around supporting communities in and around its units in health, education, women empowerment and skilling.

2. Composition of CSR Committee:-

The CSR committee of the Board is responsible for overseeing the execution of the Company’s CSR Policy. The composition of the CSR Committee as on 31st March, 2024 is as follows:-

Sr. No.	Name of the Director	Designaton/ Nature of Directorship	No. of Meetngs of CSR Commitee held during theyear	No. of Meetngs of CSR Commitee atended during theyear
1.	Shri Rahul J. Parekh	Chairman	4	4
2.	Shri Anand J. Parekh	Member	4	4
3.	Smt. Sangita S. Shingi	Member	4	4

3. Web-link where composition of the CSR committee, the CSR Policy and the CSR Projects approved by the Board are disclosed on the website of the Company:-

(a) For composition of the CSR Committee:- htps://mrtglobal.com/wp-content/uploads/2022/09/Compositon-of-Commitees-ofBoard-of-Directors-1.pdf.

(b) For the CSR Policy and CSR Projects approved by the Board:- htps://mrtglobal.com/wp-content/uploads/2024/08/CSR-Policy. pdf

4. Executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of Sub-Rule (3) of Rule 8, if applicable:-

Not Applicable

5. (a) Average Net Profit of the Company as per Section 135(5):-

( ` in Lakhs)

Financial Year	2022-23	2021-22	2020-21
Net Proft	731.32	719.16	783.76
Average Net Proft for last three Financial Years	744.75

(b) Two percent of Average Net Profit of the Company as per Section 135(5):- ` 14.90 Lakhs
(c) Surplus arising out of the CSR Projects or Programmes or activities of the previous Financial Years:- Nil
(d) Amount required to be set off for the Financial Year, if any:- Nil
(e) Total CSR obligation for the Financial Year [(b)+(c)-(d)]:- ` 14.90 Lakhs

6. (a) Amount spent on CSR Projects (Both Ongoing Project and other than Ongoing Project):- ` 15.00 Lakhs

(b) Amount spent in administrative overheads:- Nil

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(c) Amount spent on Impact Assessment, if applicable:- Not Applicable
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]:- ` 15.00 Lakhs
(e) CSR amount spent or unspent for the Financial Year:-

( ` in Lakhs)

Total Amount Spent for	Amount Unspent	Amount Unspent	Amount Unspent	Amount Unspent	Amount Unspent
the Financial Year	Total Amount transferred to Unspent CSR Account asper Secton 135(6)		Amount transferred to any fund specifed under Schedule VII asper secondproviso to Secton 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
`15.00 Lakh	Not Applicable

(f) Excess amount for set off, if any:

( ` in Lakhs)

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Sr. No. Particulars Amount (in ` )
(i) Two percent of Average Net Profit of the Company as per Section 135(5) 14.90
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Sr. No.	Partculars	Amount(in`)
(i)	Twopercent of Average Net Proft of the Companyasper Secton 135(5)	14.90
(ii)	Total amount spent for the Financial Year	15.00
(iii)	Excess amount spent for the Financial Year[(ii)-(i)]	0.10
(iv)	Surplus arising out of the CSR Projects or Programmes or actvites of the previous Financial Years,if any	Nil
(v)	Amount available for set of in succeedingFinancial Years[(iii)-(iv)]	0.10

7. Details of Unspent CSR amount for the preceding three Financial Years:

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Sr. Preceding Amount Balance amount Amount Amount transferred to any fund Amount Deficiency,
No. Financial transferred to in Unspent CSR spent in the specified under Schedule VII as per remaining to if any
Year(s) Unspent CSR Account under Financial Section 135(6), if any be spent in
Account under Section 135(6) Year Amount Date of transfer succeeding
Section 135(6) Financial Years
1 F.Y. 1
2 F.Y. 2 Not Applicable
3 F.Y. 3
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8. Whether any Capital Assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:-

○ Yes √ ○ No

If Yes, enter the number of Capital assets created/acquired:- Nil

Furnish the details relating to such Asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:-

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Sr. Short particulars of the Property or Pin code Date of Amount of Details of entity/ Authority/ beneficiary of the
No. Asset(s) [including complete address and of the creation CSR amount registered owner
location of the property] Property or spent CSR Registration Number, Name Registered
Asset(s) if applicable address
Not Applicable
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9. Specify the reason(s), if the Company has failed to spend 2% of the average Net Profit as per Section 135(5): Not Applicable

FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- RAHUL J. PAREKH CHAIRMAN OF CSR COMMITTEE AND MANAGING DIRECTOR (DIN: 00500328)

BOARD’S REPORT

Annexure – IV

Form No. AOC-2

Disclosure of particulars of contracts/arrangements/transactions entered into by the Company with the Related Parties referred to in SubSection (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under Fourth Proviso thereto

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Details of contracts/arrangements/transactions not at arm’s length basis:-
I. Name(s) of the Related Party and nature of relationship:- Not Applicable
II. Nature of contracts/arrangements/transactions:- Not Applicable
III. Duration of the contracts/arrangements/transactions:- Not Applicable
IV. Salient terms of the contracts/arrangements/transactions including the value, if any:- Not Applicable
V. Justification for entering into such contracts/arrangements/transactions:- Not Applicable
VI. Date(s) of approval by the Board:- Not Applicable

VII. Amount paid as advances, if any:- Not Applicable

VIII. Date on which the special Resolution was passed in general meeting as required under first proviso to section 188:- Not Applicable

Details of contracts/arrangements/transactions at arm’s length basis:

( ` in Lakhs)

Maximum value of contracts/arrangements/transactons for the Financial Year 2023 24	Maximum value of contracts/arrangements/transactons for the Financial Year 2023 24	Maximum value of contracts/arrangements/transactons for the Financial Year 2023 24
(contracts/arrangements/transactons carried out in ordinary course of business)
Nature of contracts/arrangements/transactons with the Related Partes	Name of the Related Partes and nature of relatonship	Value of the contracts/ arrangements/ transactons with each of the Related Party
To sale goods and artcles and/or To get job work done for party and/or To purchase goods and artcles and/or To get job work done from party and/or To avail services from party and /or To provide services to party and /or To appoint to any ofce or place of proft (Including sell, purchase or otherwise dispose/ acquire property if any kind and/or Letng/Leasing of property of any kind)	Globale Tessile Limited (Associate)	17.28
	M/s. Shah Jeetmal Champalal (Associate)	0.12
	Mahalaxmi Fabric Mills Limited (Associate)	24.87
	Yashovardhan R. Parekh (Relatve of Key Managerial Personnel)	16.00
Directors/KMPS/Relatves of Directors and KMPS/Other Firms and Companies in Which all or any of the following namely Shri Rahul J. Parekh, Shri Anand J. Parekh, Shri Jeetmal B. Parekh, Shri Rajendra R. Mehta and Smt. Shital M. Trivedi are interested as per the provisions of Secton 2(76)of the Companies Act,2013.

I. Name of the Related Party and nature of relationship:- As provided in the table above.
II. Nature of the contracts/arrangements/transactions:- As provided in the table above.
III. Duration of the contracts/arrangements/transactions: 2023-24
IV. Salient terms of the contracts/arrangements/transactions including the value, if any:- As provided in the table above.
V. Date of approval at the Board Meeting held on:- 10.05.2023, 08.08.2023, 09.11.2023 and 08.02.2024.
VI. Amount paid as advance, if any:- Nil
VII. Justification for the Related Party Transactions held during the F.Y. 2023-24: The transactions took place with the all the Related Parties are in ordinary course of business and on arm’s length basis. The Board has approved the same as disclosed above and omnibus approval of the Audit Committee also has been taken. Further, there is no adverse effect on interest of any Member, Financial Institution, Creditors or Society at large because of this transactions.

FOR, MAHALAXMI RUBTECH LIMITED

Sd/- JEETMAL B. PAREKH DATE: AUGUST 17, 2024 CHAIRMAN PLACE: AHMEDABAD (DIN: 00512415)

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Annexure – V

Details under Section 197 of the Companies Act, 2013 read with Rule 5(1)

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the Financial Year 2023-24:-

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Name of Directors Designation Ratio of remuneration of the Directors to % increase in
the median remuneration of the employees remuneration
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Name of Directors	Designaton	Rato of remuneraton of the Directors to the median remuneraton of the employees	% increase in remuneraton

Shri Rahul J. Parekh	ManagingDirector	11.24:1	33.33
Shri Anand J. Parekh	Jt. ManagingDirector	11.24:1	33.33
Shri Jeetmal B. Parekh	Non-Executve Director	Not Applicable	Not Applicable
Smt. Sangita S. Shingi	Independent Director	Not Applicable	Not Applicable
Shri Balveermal K. Singhvi	Independent Director	Not Applicable	Not Applicable
Shri Nehal M. Shah	Independent Director	Not Applicable	Not Applicable

The percentage increase in remuneration of the Chief Financial Officer is Nil and Company Secretary is 25%.

B. The percentage increase in the median remuneration of employees in the Financial Year 2023-24:- Nil
C. There were 236 permanent employees on the rolls of Company as on 31st March, 2024.
D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year was Nil and percentile increase in the managerial remuneration was 33.33.
E. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- JEETMAL B. PAREKH CHAIRMAN (DIN: 00512415)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC OVERVIEW & OUTLOOK

GLOBAL ECONOMY:

The year 2024 ended with concerted efforts by central banks worldwide to taper inflation and the business and investment world waited in anticipation of interest rate cuts. While inflation is edging down from multi-decade highs, with intermittent upticks, interest rate cut is not expected in a hurry.

The global economy expanded by 3.2% in the CY 2024, demonstrating remarkable resilience in the face of continuing economic adversities like geopolitical challenges, demand slowdown and fluctuations in commodity prices which has led to inflationary pressures in both advanced and emerging markets.[1 World Economic Outlook April 2024 , IMF]

The global Manufacturing PMI has been under contraction in CY2023 but has indicated stabilisation towards the start of CY2024. Additionally, commodity prices have remained relatively stable in CY2023 despite the ongoing economic slowdown in China & Europe and geo-political challenges in Europe and the Middle East. Owing to the rising interest of foreign institution investor, several emerging economies like India, Vietnam and Mexico are expected to show a positive growth trajectory.

INDIAN ECONOMY:

India’s economy is one of the fastest-growing major economies in the world. In FY 2024, India registered growth rate in GDP.This growth was accompanied by a fall in the inflation rate and improved disposable income which resulted in increased private consumption and sustained demand for goods and services in the country. The Reserve Bank of India’s (RBI) proactive monetary policies contributed to strengthening the financial landscape of the country

The capital expenditure push, particularly on roads and railroads, has favoured in maintaining the economic growth rate. For the year under review, the FDI in India remained resilient and amounted to USD 71.0 billion.[2 Annual Report 2023-24- Reserve bank of India]

TEXTILE INDUSTRY

GLOBAL TEXTILE INDUSTRY:

The Technical Textile Fabrics Market is a dynamic sector witnessing steady growth globally. These specialized fabrics are engineered for performance in various industries such as automotive, healthcare, construction, and sports. The market is characterized by innovation, driven by the demand for lightweight, durable, and sustainable materials.

According to the latest report published by Kings Research, the global technical textile market is projected to expand at a compound annual growth rate (CAGR) of 6.85% to accrue USD 360.26 billion in revenue by 2030. These fabrics not only seem visually appealing but also offer substantial functional benefits.

INDIAN TEXTILE INDUSTRY:

The government aims to achieve Substantial Growth in the Domestic & export of technical textiles over the next five years. Further, a Production-linked Incentive (PLI) Scheme for manmade fibre and technical textiles over a five-year period will also boost the sector.

In the Interim Budget for FY 2024-25; the Govt of India. Announced extension of the Rebate of State & National Taxes & Levies (RoSCTL) scheme for 2 years (till the end of March 2026) which is a welcome step for long-term trade planning.

The Government of India has announced schemes like: Integrated Textile Parks (SITP), Mega Integrated Textile Region and Apparel (MITRA), Park scheme to attract private equity in the sector, and PM Mitra Scheme Government. The PM Mitra Park Scheme under which the government plans to set up mega textile parks will provide a massive fillip to the textile sector and help India transform from only a textile industry to an MMF (man-made fibre) and technical textile hub in the world. The GOI launched the National Technical Textiles Mission (NTTM). It promotes the development and export of technical textiles.

BUSINESS OVERVIEW

The Company continues to sustain its overall performance in the Financial Year 2023-24 driven by the better perform in the business. The Technical Textiles and Rubber Division business has performed well and increase in revenue, as well as profit has been observed in the Company. Your Directors have been making efforts on all fronts viz. production, marketing, finance and cost control, etc. and these efforts have been yielding good results. The outlook for the Company’s products appears to be good and the Company is confident of achieving improved operational performance.

Your Company reported the total income of the Company is 7856.74 Lakhs as against 7062.25 Lakhs in the previous year. The Profit before Tax amounted to 1480.12 Lakhs as against 1237.72 Lakhs in the previous year. The net profit after tax amounted to 1103.45 Lakhs as against 1088.80 Lakhs in the previous year.

M ahalaxmi R ubT ech L imited

INDUSTRY STRUCTURE AND DEVELOPMENT:

Your Company operates mainly Polymer Based Technical Textile & Rubber Division at MRT, manufactures Offset Rubber Printing Blankets and a range of Technical Coated Fabrics. This division also includes Maheeka Textech” (A Weaving Unit). This division is manufacturing fabrics for Offset Rubber Printing Blankets used in Sheet Fed, Web, Metal Deco, Packaging, and Security Printing Applications. Maheeka Textech is a high-tech weaving unit that includes warping and sizing. This unit has automatic rapier looms and air jet looms for the weaving of various types of fabrics. Maheeka Textech also has a facility for manufacturing specialty fabrics used for Technical Textiles products.

The Company manufactures various types of Technical Coated Fabrics. The fabric would be coated with Acrylics, PU, PVC Rubber, and other different polymers. The said Technical Coated Fabric would be used for various applications such as Tarpaulins, Awnings, Covers, Defense applications, Healthcare, Medical Substrates, Transport, Automotive, Aeronautic & Space, Architectural Membranes, Flexible Membranes for Civil Structures, Blinds, Protective Clothing, Home Furnishing, Geo Textiles, Industrial Fabrics, Sports, Environmental Pollution control, etc. The Company also manufactures Textile based Digital Print Media which are substrates for use in digital banners & signage printing. The product range would include Back-lite, Front-lite, Hoardings, Banners, Bio Gas Tanks and Water Tank Liners .

For a long time, MRT has been exporting its products to many countries, The Company operates across multiple products and businesses in diverse markets and environments. The Company is having a domestic market, as well as exports to various countries across the globe. The Company has a well-equipped laboratory, quality assurance team, and equipment to produce and offer its premium product line, with speciality character and performance, to match all kinds of National or International norms and standards. The Company regularly participates in Domestic and International exhibitions enabling it to keep abreast with the latest global trends.

STRENGTH AND WEAKNESS:

Technical textiles have seen an upward trend globally in the recent years due to improving economic conditions.Technological advancements, increase in end-use applications, cost-effectiveness, durability, user-friendliness and eco-friendliness of technical textiles has led to the upsurge of its demand in the global market. Indutech, Mobiltech, Packtech, Buildtech and Hometech together represent 2/3rd of the global market in value

The Ministry of Textiles under the Government of India has taken some significant steps to promote the Textile Industry and Technical Textile Industries in the Country. Technology Up-gradation Fund Scheme and PLI Schemes aims at making available funds to the domestic textile industry for technology up-gradation and setting up of new units. This scheme aims to generate annual growth in volume terms in cloth production and in value terms in exports by increasing domestic value addition and technology depth and enhancing global competitiveness. The Indian Government and State Government have come up with several promotion policies for the Textile and Technical Textile sector.

Unlike the conventional textile industry in India, which is highly export intensive, the technical textile industry is still import dependent.

In India, production is largely concentrated in the small-scale segments such as canvas tarpaulin, carpet backing, woven sacks, shoelaces, soft luggage, zip fasteners, stuffed toys, fabrication of awnings, canopies and blinds etc.The technical textiles sector in India is heavily dependent on import of speciality fibres. The next segment highlights some of the speciality fibres and its strategic importance.

However, one of the biggest weaknesses of the Textile industry is its old machines, the spinning, weaving and processing sector lacks modernization and there is a need of introducing new technology also India has a relatively less number of the shuttle-less loom. This is resulting in higher production costs where the Indian Manufacturing Sector is having a tough fight with the cheap imported fabrics.

Obsolescence of technology, risk in the industrial environment from the competition, and changing customer needs may affect Company’s business too.

OPPORTUNITIES AND THREATS:

Favourable government initiatives such as the National Technical Textiles Mission (NTTM, SAMARTH- Scheme for Capacity Building in the Textile Sector, etc. for the development of the textile industry, Extension of the scheme for Rebate of State and Central Taxes and Levies (RoSCTL) till March 31, 2026, for the export of Technical Textile Products would benefit Technical textile companies. The growth of the technical textile market will create lucrative opportunities and ‘China plus one’ diversification policy will benefit Indian manufacturers. As global retailers are looking for an alternate supply base, India has greater opportunity as an attractive option for manufacturing and exports of Technical textiles products. The growth of the technical textile market will create lucrative opportunities.

The Technical Textile division brings new opportunities as the industry is having better margins, automation, and lesser competition from micro levels of industries. With the globally increasing focus on sustainability and environment-friendly options for plastic, many products are changing from only plastic made to either a mix or pure fabric with different coatings. This may create huge demands in the coming years in both domestic as well as export markets.

Current global and domestic headwinds need to be closely monitored for their impact on business operations. Liquidity Management and the Financial soundness of business partners will also be of high importance. The Company continues to keep a constant vigil for better risk management.

The market trust enjoyed by your Company, our wide range of products, supply capability, and our differentiated solution strategy would hopefully enable us to sail through the probable headwinds and continue the growth journey.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The future for the Indian Technical Textile Industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced rapid growth in the past decade with the entry of several international players into the Indian market. The rise of e-commerce and the emerging retail industry provide huge opportunities. The free trade environment is a good opportunity for the Indian Technical Textile Industry to increase its Share in the global market.

Being a labour-intensive sector, the shortage of skilled workforce may impact the operations and there will be a struggle to complete orders and the Middle East conflicts the threat of inflationary pressures, increasing power and fuel costs, high logistic costs, Intense competition in the global market, especially from China, Subdued demand for technical textile products as consumer confidence is low in the key markets, technology barriers, Compliance issues with the environmental norms and regulations and supply chain challenges continue to be issues of concern.

On the logistics front, we believe that the fear of significant increase in cost is behind us and shipping rates are cooling off from the highs in February 2024. The disruption expected in terms of availability of containers, delay in routes is adjusted as part of the trade. De-escalation in the Middle East conflict will further help normalise the situation.

Volatility in the foreign currencies could impact the export earnings of the Company. However, as of now, a major part of the revenues is derived from the domestic market with no significant imports of inputs. The Company follows prudent financial measures that are subjected to periodic reviews to hedge its revenues in foreign currency.

While the Global Technical textile Industry is advancing technologically, the local Industry still relied on the import of second-hand textile machinery. Moreover, huge tariff barriers are faced by the Industry on account of preferential tariff arrangements.

OUTLOOK:

With a standout performance in Q4 of FY24, and reasonably good order book position, we hope to achieve a moderate growth in revenue for FY25, maintain or marginally improve the margins and improve ROCE. Demand in Textiles segment will vary by market. While domestic markets are expected to improve, US volumes may see modest growth or remain flat. Demand from Europe and UK is expected to remain muted. Things will change for better in case India is able to sign any free trade agreement with any of the key geographies. We expect to grow our Technical textile business at a more secular rate aligned to India’s GDP.

Financial Year 2023-24 has remained a roller coaster ride for businesses across industries barring a few exceptions. Your Company had also evident the same. Global demand was affected by Ukraine - Russia, and middle East conflict and global recession. Despite near-term uncertainties, we remain optimistic about the medium term and intend to continue investing in our growth engines. We are glad to inform that our Rubber/ Technical textile business has performed well. The government is pushing the textile industry by launching PLI Scheme in the segment, which will increase growth of this sector as a whole.

Demand in Technical Textiles segment will vary by market. While domestic markets are expected to improve, US volumes may see modest growth or remain flat. Demand from Europe and UK is expected to remain muted, Demand from South- East Asian Countries are expected to improve. Things will change for better in case India is able to sign any free trade agreement with any of the key geographies.

We are also very positive about the growth of Technical Textiles in coming years considering the normalcy returning to the businesses in the textile industry from the start of the FY 24-25. In the mid-long term, the Technical Textile and Indian Textile Industry are expected to grow very strongly with growth being balanced by both domestic consumption as well as export demand. In the near-term, domestic demand would depend on the revival of macroeconomic factors. On the exports front, there are both positive and negative factors.

The volatility in foreign currency and price in the International market impacted the cost of production. Due to situation arose in Russia– Ukraine, and middle East conflict and globl recession, the threat of inflationary pressures, high freight and logistic cost, and supply chain challenges continue to be issue of concern. Barring unforeseen circumstances, the Company is confident of achieving better results in the current year.

KEY RISKS & CONCERNS

The Technical Textile industry is always subject to facing crisis in a cyclical way. Timely action is needed to overcome this situation by taking corrective and proactive steps, then and there.

The Technical Textile business, like other businesses, is susceptible to various risks. The primary risk factor is raw material prices, mainly cotton and the biggest component of cost. Cotton prices are increasing regularly as are other input costs including power, fuel and logistics. Since cotton is an agricultural produce, it suffers from climatic and seasonal volatility. Whereas such volatility in case of a product higher in the textile value chain is generally passed through an increase in value added products in the basket provides insulation against such volatilities.

The Company monitors price fluctuations and follows inventory management and responsive procurement policy to ensure timely procurement of raw materials at competitive prices. It also engages in contracts with clients and tries to pass on variations in the prices of raw materials to them to protect margins.

The ongoing Middle east Conflict has adversely impacted the global supply chain network. Since majority of the Company’s business is exports-oriented and it depends on the supply chain for exporting final products, any kind of disruptions in the supply chain, ever-rising container shipping cost, availability and delays pose severe challenges for the business. Further, inadequate and inefficient logistics in India lead to delays and high costs of logistics.

M ahalaxmi R ubT ech L imited

The geopolitical turmoil, global economic slowdown, high inflation and the threat of a looming recession in key markets like the US and Europe have led to a slowdown in the domestic as well as export market. Demand compression would reduce the Company’s business.

The Company is susceptible to disasters and crises such as pandemics, cyclones, earthquakes, geopolitical instability, fire hazards, etc. which may cause operational disruption, shutdown or production cuts, project delays, supply chain hurdles, and increased construction costs. Compliance issues with the environmental norms and regulations and supply chain challenges continue to be issues of concern.

INTERNAL CONTROL SYSTEM:

The Company has an adequate system of internal control implemented by the Management towards achieving efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. The internal control is supplemented by an extensive programme of Internal Audits.

The Internal Audit programme is finalized in consultation with the Internal Auditors and the Audit Committee of the Board. The Audit Committee is briefed on the findings by the Internal Auditors, every quarter, along with the remedial actions that have been recommended or have been taken by the Management to plug systemic weaknesses. The audit committee of the Board meets periodically to review various aspects of the performance of the Company and also review the adequacy and effectiveness of the internal control system and suggests improvement for strengthening then from time to time.

The Company maintains an efficient internal control system commensurate with the size, nature and complexity of its business. The internal control system is responsible for addressing the evolving risks in the business, reliability of financial information, timely reporting of operational and financial transactions, safeguarding of assets and stringent adherence to the applicable laws and regulations. The internal auditors of the Company are responsible for regular monitoring and review of these controls. The Audit Committee periodically reviews the audit reports and ensures correction of any variance, as may be required. Key observations are communicated to the management who undertakes prompt corrective actions.

FINANCIAL AND OPERATIONAL PERFORMANCE:

The financial performance during the year under review has marginal growth in terms of sales and profit earned by the Company. Please refer to brief description of the Company’s financial highlights during the year and State of Company’s Affair in the Board of Directors Report.

During FY 2023-24 , the market remained exposed to intermittent bouts of volatility due to domestic developments as well as uncertainty surrounding the evolution of global financial markets which impacted the market sentiments and liquidity conditions significantly.

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Particulars FY 2023-24 FY 2022-23 % change
Debtor Turnover (Times) 8.45 10.03 -15.70
Inventory Turnover (Times) 5.33 4.72 12.90
Interest Coverage Ratio (Times) 3.91 3.46 13.02
Current Ratio (Times) 2.09 1.71 21.80
Debt Equity Ratio (Times) 0.55 0.73 -24.71
Operating Profit Margin (%) 21.05 20.55 2.42
Net Profit Margin (%) 14.35 15.68 -8.48
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During the current Financial Year there has been marginally decrease in Operating Profit and Net Profit Margin mainly due to volatility in market globally of the Rubber/Technical Textile Products in which your Company operates.

The Net Worth of the Company stood at ` 5288.74 Lakhs as on March 31, 2024. Return on Net worth for the year 2023-24 stands at 21.08 % as against 26.20 % for 2022-23.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

Your Company continues to have cordial and harmonious relations with its employees at all levels during the period under review. The Company also puts emphasis on formal training and development programmes to operators and workers, as a core activity and provides continuous training, both internally and externally, for the upgradation of employee skills. The operations of the Company across functions have been strengthened through the induction of appropriately qualified and experienced manpower.

Management identifies the potential of each employee and endeavors by providing them right opportunity to grow. Management of your Company strongly focuses on the performance of the managers. The Board acknowledges it’s thanks to all the works floor personnel and other employees for making significant contribution to your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company considers its employees as the most important asset and integral to its competitive position. It has a well designed HR policy that promotes a conducive work environment, inclusive growth, equal opportunities and competitiveness and aligns employees’ goals with the organisation’s growth vision. Its human resource division plays a crucial role to build a strong and talented workforce. It provides opportunities for professional and personal development and implements comprehensive employee engagement and development programmes to enhance the productivity and skills of its employees.

Our positive approach to competency, development and retention allows attracting, retaining and built the best team. The Company attaches priority to human resource development, with focus on regular up-gradation of the knowledge and skills of our employees and equipping them with the necessary expertise to meet the challenges of change and growth successfully. Industrial Relations were cordial and satisfactory.

RESEARCH & DEVELOPMENT:

Increased globalization has made the sale of products and retaining of customers highly competitive. To overcome a significant volatility in the market, the need of the hour is high customer satisfaction and value for money from the product. Keeping the above objective as paramount, the research and development activities were focused into attending major customer complaints/suggestions in order to improve customer satisfaction. Your Directors are pleased to inform that the above efforts have lead to considerable reduction of customer complaints. Your Company has successfully launched products of better quality with new aesthetic look as per customer requirements. Further your Company also plans to make new investments for upgrading and modernizing their R & D facilities.

ISO 9001:2015 CERTIFICATION:-

We wish to inform you that your Company has obtained the ISO 9001:2015 Certification for Technical Textile & Rubber Division, Accredited by TUV South Asia Private Limited, covering all major criteria Development and Manufacturing of Rubber and Technical Textile Products. Throughout our corporate career, your Company has been quality-focused and technology-driven. From our inception, these were the factors that enabled us to manufactures quality products through in-house R&D, and successfully market them around the world.

CAUTIONARY STATEMENT:

Comments in this Management Discussion and Analysis outlining the Company’s strategies and objectives are believed by the Management to be true and to the best of its knowledge but at the time of preparation actual results may differ materially from those expressed or implied and hence the Company and the Management shall not be held responsible for any loss which may arise as a result of any action taken on the basis of information contained herein.

Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and outside the country and other factors such as litigation and industrial relations.

SCHEME OF ARRANGEMENTS INVOLVING DEMERGER:-

Pursuant to provisions of the Sections 230 - 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulation 37 of the SEBI (LODR) Regulations, 2015, the Board has approved, in its Meeting held on 16th February, 2023, the Demerger embodied in the Scheme of Arrangements between Mahalaxmi Rubtech Limited (MRT) (CIN:L25190GJ1991PLC016327) (Demerged Company); Mahalaxmi Fabric Mills Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFML) (CIN:- U17100GJ1991PLC015345) (First Resulting Company); and Globale Tessile Limited (GTL) (CIN:- U17299GJ2017PLC098506) (Second Resulting Company) and their respective Shareholders and Creditors (Scheme), which has provided for the following:-

I. Demerger of Traditional Textiles Processing Division, located at Narol, Ahmedabad and Wind Power Division of MRT along with existing investment of MRT in its Wholly Owned Subsidiary Company namely Mahalaxmi Exports Private Limited (CIN:-U17299GJ2019PTC110673) (First Demerged Undertaking) and vesting the same into MFML.
II. Demerger of Trading Textiles Division of MRT (Second Demerged Undertaking) and vesting the same into GTL.
III. After Demerger, Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, have been remaining business of MRT.

The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad, Special Bench, Court-1, by an Order dated 04th March, 2024, has sanctioned the Scheme. Effective Date of the Scheme is 01st April, 2024.

In consideration of transfer of the First Demerged Undertaking and Second Demerged Undertaking of MRT, MFML and GTL have issued and allotted 1,06,20,275 new Equity Shares Capital of ` 10/- each, credited as fully paid-up, to the Shareholders of MRT, as on the Record Date i.e. Friday, 19th April, 2024, in the ratio of 1 new Equity Share of MFML and GTL, for every 1 Equity Share in MRT.

Pursuant to the Scheme becoming effective, MFML and GTL have been converted from Private Company to Public Company and have received a new Certificate of Incorporation, consequent upon conversion from Private Company to Public Company, on 10th May, 2024.

M ahalaxmi R ubT ech L imited

FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- SHRI JEETMAL B. PAREKH CHAIRMAN (DIN: 00512415)

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE

Yours Directors present the Company’s Report on Corporate Governance, for the Financial Year ended on 31st March, 2024, in terms of Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015.

Corporate Governance is modus operandi of governing a Corporate entity which includes a set of systems, procedures and practices which ensure that the Company is managed in the best interest of all the Corporate Stakeholders i.e. shareholders, employees, suppliers, customers and society in general. Fundamentals of Corporate Governance includes transparency, accountability, reporting and independence. For accomplishment of the objectives of ensuring fair Corporate Governance, the Government of India has put in place a framework based on the stipulations contained in the Companies Act, 2013, the SEBI (LODR) Regulations, 2015, Accounting Standards and Secretarial Standards, etc. Corporate Governance has become a buzzword in the Corporate world. Globalization, widespread of Shareholders, changing ownership structure, greater expectations, etc., have made a good Corporate Governance sine quo nun of modern Management.

1. Brief Statement on Company’s Philosophy on Code of Governance:

Your Company’s Philosophy on the Corporate Governance is built on rich legacy of fair, transparent and effective governance which includes strong emphasis on human values, individual dignity and adherence to honest, ethical and professional conduct. The Company remained committed towards protection and enhancement of overall long-term value for its entire stakeholder, customer, lender, employee and society. As a Corporate citizen, our business fosters a culture of ethical behavior and disclosures aimed at building trust of our Stakeholders. The Company’s Code of Business Conduct and Ethics, Internal Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and the Charter Business for Peace are an extension of our values and reflect our commitment to ethical business practices, integrity and regulatory compliances.

The Company adheres to good corporate practices and is constantly striving to make them better. The Company strongly supports the principles of Corporate Governance. Further the Board lays emphasis on transparency, accountability and integrity in all its operations and dealings with outsiders. Your Company has complied with all material respects with the features of Corporate Governance Code as prescribed in Regulation 17 to 27; Clauses (b) to (i) & (t) of Regulation 46 and Para C, D & E of Schedule V of the SEBI (LODR) Regulations, 2015 and some of the practices followed by the Company on Corporate Governance, for the F.Y. ended on 31st March, 2024.

2. Board of Directors:

The Board of Directors are entrusted with an ultimate responsibility of the Management, directions and performance of the Company. As their primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company’s Management while discharging their responsibilities, thus ensuring that the Management adheres to ethics, transparency and disclosures in a true letter and spirit.

I. Board of Directors:

As on 31st March, 2024, the Board consist of 6 (Six) Directors of whom one is Non-Executive-Non-Independent Chairman, two are Executive Directors and three are Non-Executive-Independent Directors.

During the year under review, total 13 (Thirteen) Board Meetings were held respectively on 11.04.2023, 10.05.2023, 25.05.2023, 12.06.2023, 08.08.2023, 18.09.2023, 26.09.2023, 21.10.2023, 01.11.2023, 09.11.2023, 06.12.2023, 30.01.2024 and 08.02.2024. The interval between any two of the Board Meetings did not exceed 120 days.

As on 31st March, 2024, the category of Directors and their attendance at the Board Meetings during the year and also number of other Directorships/Membership of the Committees are as follows:-

Name of Director	Category of	No. of Board	Whether Atended	No. of other	Commitee of the Board	Commitee of the Board
	Directorship	Meetngs Atended	Last AGM i.e. 30.09.2023	Directorships*	Membership **	Chairmanship **
Shri Jeetmal B. Parekh	NE-NID-P	13	Yes	7	0	0
Shri Rahul J. Parekh	MD-P	13	Yes	9	1	0
Shri Anand J. Parekh	JT MD-P	13	Yes	5	2	0
Smt. Sangita S. Shingi	NE-ID(WD)	13	Yes	5	2	0
Shri Balveermal K. Singhvi	NE-ID	13	Yes	2	3	3
Shri Nehal M. Shah	NE-ID	13	Yes	6	2	1

Directorship in the Private Limited Company has also been counted.

** As required under the SEBI (LODR) Regulations, 2015, Memberships and Chairmanships of the Audit Committee and the Stakeholders Relationship Committee in the Public Limited Companies, whether listed or not, including this Company has been counted. And, all other Companies including the Private Limited Companies, Foreign Companies, High Value Debt Listed Company and Companies under Section 8 of the Companies Act, 2013 have been excluded.

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NE-NID-P:- Non-Executive-Non-Independent Director-Promoter, MD-P:- Managing Director-Promoter, JT MD-P:- Joint Managing Director-Promoter, NE-ID:- Non-Executive-Independent Director, WD:- Woman Director.

The number of Directorships, Committee Memberships/Chairmanships of all the Directors are within respective limits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Shri Rahul J. Parekh and Shri Anand J. Parekh are sons of Shri Jeetmal B. Parekh. Rest of the Directors are not having relationship with each other.

Smt. Sangita Shingi is a Non-Executive-Independent Director of a Listed Entity namely Riddhi Siddhi Gluco Biols Limited. Shri Balveermal K. Singhvi is a Non-Executive-Independent Director of a Listed Entity namely Riddhi Siddhi Gluco Biols Limited, And, Shri Nehal M. Shah was a Non-Executive-Independent and Shareholder Director of a Listed Entity namely GCCL Infrastructure And Projects Limited, upto 28.11.2023. Other Directors are not holding Directorship in any other Listed Entity except your Company, as on 31st March, 2024.

II. Matrix setting out the names of Directors who have skills/expertise/competencies of the Board in the context of its business and sector for it to function effectively:

Name of the Director	Expertse/Skills	Expertse/Skills	Expertse/Skills	Expertse/Skills	Expertse/Skills
	Experience of crafing Business Strategies	Governance, Risk and Compliance	Finance and Accountng experience	Sales, Marketng & Brand building	Understanding of Consumer and Customer Insights in diverse environments and conditons
Shri Jeetmal B. Parekh	P	P	P	P	P
Shri Rahul J. Parekh	P	P	P	P	P
Shri Anand J. Parekh	P	P	P	P	P
Smt. Sangita S. Shingi		P	P		P
Shri Balveermal K. Singhvi			P	P	P
Shri Nehal M. Shah	P		P	P	P

III. Information placed before the Board:

Minimum information as set out in Regulation 17 read with Schedule II Part A of the SEBI (LODR) Regulations, 2015, have been placed before the Board of Directors, to the extent it is applicable and relevant. Such information is submitted either as a part of the agenda papers in advance of the respective Board Meetings or by way of presentations and discussions, during the Board Meetings.

IV. Roles, Responsibilities and Duties of the Board:

The duties of the Board of Directors have been enumerated in the SEBI (LODR) Regulations, 2015, Section 166 and Schedule IV of the Companies Act, 2013 (Schedule IV is specifically for the Independent Directors). There is a clear demarcation of responsibility and authority amongst the Board of Directors.

V. Number of Shares and convertible instruments held by Non-Executive Directors:

Except Shri Jeetmal B. Parekh who is holding 12,89,513 number of Equity Shares of the Company, none of the other Non- Executive Directors are holding Equity Shares of the Company as on 31st March, 2024. The Company does not have any outstanding convertible instruments, as on 31st March, 2024.

VI. Meetings of Independent Directors:

The Company’s Independent Directors meet at least once in every F.Y. without the presence of Executive Directors or Management Personnel. Such separate Meeting is conducted to enable the Independent Directors to discuss matters pertaining to the Company’s affairs. During the year under review, the Meeting of the Independent Directors was held on 12th February, 2024. The Familiarization Programme for Independent Directors is available at the Company’s website and the same may be accessed on the Company’s website at the link:- htps://mrtglobal.com/wp-content/uploads/2024/09/Familirizaton-Programme-forID-2023-24.pdf.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management.

3. Audit Committee:

I. Composition:

As on 31st March, 2024, the Audit Committee comprises of total 4 (Four) Members including 1 (One) Chairman. In composition of the Audit Committee, 3 (Three) are Non-Executive-Independent Directors forming majority and 1 (one) is Executive Director. The Chairman of the Audit Committee is Shri Balveermal K. Singhvi, a Non-Executive-Independent Director. And, other Members are Shri Anand J. Parekh, Smt. Sangita S. Shingi and Shri Nehal M. Shah. The Company Secretary acts as a Secretary to the Audit Committee. All Members of the Audit Committee are financially literate and bring in expertise in the field of finance, taxation, accounts, management expertise, risk and international finance; and One Member has accounting and related financial management expertise.

All the recommendations of the Audit Committee during the year under review, were considered, accepted and approved by the Board.

CORPORATE GOVERNANCE REPORT

II. Meetings and Attendance:

The Audit Committee met total 6 (Six) times, during the year under review, respectively on 10.05.2023, 25.05.2023, 08.08.2023, 09.11.2023, 30.01.2024 and 08.02.2024. The attendance of the Members at each Meeting was as follows:-

Name of Member	Category	Designaton	Atendance at Commitee Meetngs during FY 2023-24	Atendance at Commitee Meetngs during FY 2023-24
			Number of Meetngs held	No. of Meetngs Atended
Shri Balveermal K. Singhvi	Non-Executve- Independent Director	Chairman	6	6
Shri Anand J. Parekh	Jt. Managing Director	Member	6	6
Smt. Sangita S. Shingi	Non-Executve- Independent Director	Member	6	6
Shri Nehal M. Shah	Non-Executve- Independent Director	Member	6	6

III. Brief description of Terms of Reference:

The terms of reference and powers of the Audit Committee cover the matters specified for the Audit Committees under Regulation 18 read with the Schedule II - Part C - Para A of the SEBI (LODR) Regulations, 2015 and also as required under Section 177 of the Companies Act, 2013.

The Audit Committee has reviewed and satisfied that the Company’s internal audit function is adequately resourced and has appropriate standing within the Company. The Audit Committee has also reviewed:-

a. Management discussion and analysis of the financial condition and results of operations;
b. Internal Audit Reports relating to internal control weaknesses;
c. Quarterly/Annual Financial Statements with the Statutory Auditors and the Management before submission to the Board;
d. Internal control systems, findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
e. Internal audit function, Internal Audit Reports relating to internal control weaknesses and functioning of the Whistle Blower Mechanism;
f. Evaluation of the internal financial controls and risk management systems;
g. Management discussion and analysis of the financial condition, results of operation financial and Risk Management Policies of the Company;
h. Compliance with listing and other legal requirements relating to the Financial Statements;
i. Changes, if any, in accounting policies and practices and reasons for the same, major accounting entries involving estimates based on the exercise of judgement by the Management and significant adjustments made in the Financial Statements arising out of the audit findings;
j. Valuation of undertakings or assets of the Company, as and when required as per the charter and the terms of reference of the Audit Committee;
k. Recommends appointment of the Auditors and their remuneration; and
l. Discusses the scope of the audit and post-audit area of concern and qualifications, if any, with Statutory Auditors/ Internal Auditors.

The Audit Committee reviews the quarterly Unaudited/Annual Audited Financial Results of the Company. The Unaudited Financial Results are subjected to limited review by the Statutory Auditors of the Company. The Statutory Auditors are eligible to issue Limited Review Report as the Audit Firm has been subjected to peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid Certificate issued by the Peer Review Board of ICAI. The Audit Committee approves payments to the Statutory Auditors for audit and non-audit services.

In accordance with the provisions of Companies Act, 2013, Rules made thereunder and provisions of the SEBI (LODR) Regulations, 2015, the Audit Committee accords prior approval for all the Related Party Transactions and subsequent material modifications, as per the Policy on the Related Party Transactions. The Audit Committee annually grants omnibus approvals for transactions that are routine or repetitive in nature and which are proposed to be undertaken/entered in the ordinary course of business at arm’s length basis. While according omnibus approvals, the Audit Committee takes into consideration the following factors viz., maximum value of the transactions, including value per transaction, extent and manner of disclosures made to the Audit

M ahalaxmi R ubT ech L imited

Committee. On a quarterly basis, the Audit Committee reviews the Related Party transactions entered into by the Company pursuant to each of the omnibus approval.

The Audit Committee reviews all mandatory information as required under Regulation 18 read with Schedule II - Part C - Para B of the SEBI (LODR) Regulations, 2015.

The appointment of the Statutory Auditors and Cost Auditors and fixation of their remuneration and other payments are as recommended by the Audit Committee.

The Board take note of the Minutes of the Audit Committee Meetings in the Board Meetings of the Company.

4. Nomination & Remuneration Committee:

I. Composition:

As on 31st March, 2024, the Nomination and Remuneration Committee comprises of total 3 (Three) Members including 1 (One) Chairman. In composition of the Nomination and Remuneration Committee, 2 (Two) are Non-Executive-Independent Directors and 1 (One) is Non-Executive-Non-Independent Director. The Chairman of the Nomination and Remuneration Committee is Smt. Sangita S. Shingi, a Non-Executive-Independent Director. And, other Members are Shri Jeetmal B. Parekh and Shri Balveermal K. Singhvi. Shri Jeetmal B. Parekh, Chairman and Non-Executive-Non-Independent Director of the Company, has been appointed as a Member of the Nomination and Remuneration Committee. The Company Secretary acts as a Secretary to the Nomination and Remuneration Committee.

II. Meetings and Attendance:

The Nomination and Remuneration Committee met total 4 (Four) times, during the year under review, respectively on 12.06.2023, 08.08.2023, 09.11.2023 and 08.02.2024. The attendance of the Members at each Meeting was as follows:-

Name of Member	Category	Designaton	Atendance at Commitee Meetng during FY 2023-24	Atendance at Commitee Meetng during FY 2023-24
			Number of Meetngs held	No. of Meetngs Atended
Smt. Sangita S. Shingi	Non-Executve- Independent Director	Chairman	4	4
Shri Jeetmal B. Parekh	Non-Executve- Non-Independent Director	Member	4	4
Shri Balveermal K. Singhvi	Non-Executve- Independent Director	Member	4	4

III. Brief description of terms of reference:-

The Nomination and Remuneration Committee inter alia, reviews and recommends the remuneration and commission/ performance incentive of the Executive and Non-Executive Directors. The terms of reference of the Nomination and Remuneration Committee include the matters specified in Regulation 19 read with Schedule II - Part D - Para A of the SEBI (LODR) Regulations, 2015.

Terms of reference:-

a. To formulate criteria for determining qualifications, positive attributes and independence of the Director for evaluation of performance of Independent Directors and the Board;
b. To approve the Remuneration Policy of the Directors;
c. To devise the Policy on Board diversity;
d. To provide guidance to the Board on matters relating to appointment of the Directors, Key Managerial Personnel and Senior Management Personnel;
e. To evaluate performance, recommend and review remuneration of the Executive Directors based on their performance;
f. To recommend to the Board, the extension/continuation of term of appointment of the Independent Directors based on report of performance evaluation; and
g. To consider and recommend professional indemnity and liability for the Directors, Key Managerial Personnel and Senior Management Personnel.

IV. Remuneration Policy:-

The Company’s philosophy for remuneration of the Directors, Key Managerial Personnel and all other employees is based on the commitment of fostering a culture of leadership with trust. The Company has adopted a Policy for remuneration of the Directors, Key Managerial Personnel and other employees, which is aligned to this philosophy. The key factors considered in formulating the Policy are as under:-

CORPORATE GOVERNANCE REPORT

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the Company successfully;
b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. Remuneration to the Directors, Key Managerial Personnel and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the Company’s Remuneration Policy are as follows:-

a. Remuneration for the Independent Directors and Non-Executive-Non-Independent Director:-

The Independent Directors and Non-Executive-Non-Independent Directors may be paid sitting fees for attending the Meetings of the Board and Committees of which they may be Members and commission within regulatory limits, as recommended by the Nomination and Remuneration Committee and approved by the Board. As per the current Policy of the Company, no fees paid to the Independent Directors and Non-Executive-Non-Independent Director.

b. Remuneration for Managing Director/Executive Directors/Key Managerial Personnel/rest of the Employees:-
i. The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/industry/Company’s operations and the Company’s capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements.
ii. Basic/fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. In addition, the Company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also provides all employees with a social security. The Company provides retirement benefits as applicable.
iii. In addition to the basic/fixed salary, benefits, perquisites and allowances as provided above, the Company may provide MD/Jt. MD such remuneration by way of commission, calculated with reference to the Net Profits of the Company in a particular F.Y., as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The specific amount payable to the MD/Jt. MD would be based on performance as evaluated by the Nomination and Remuneration Committee and approved by the Board.
iv. The Company may provide the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.
c. Familiarisation programmes for the Board Members:-

The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company’s business segments were made at the separate Meetings of the Independent Directors held during the year. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. The details of such Programme are available on the website of the Company and the same may be accessed on the Company’s website at the link:- htps:// mrtglobal.com/wp-content/uploads/2024/09/Familirizaton-Programme-for-ID-2023-24.pdf.

d. The Board and Directors evaluation and criteria for evaluation:-

During the year under review, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and Directors. The criteria for Board evaluation include inter alia, degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all the Board Members and motivating and providing guidance to the Managing Director.

Criteria for evaluation of the Committees of the Board include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of the Meetings.

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5. Stakeholder’s Relationship Committee:-

I. Composition:-

As on 31st March, 2024, the Stakeholders’ Relationship Committee comprises of total 3 (Three) Members including 1 (One) Chairman. In composition of the Stakeholders’ Relationship Committee, 1 (One) is Non-Executive-Independent Director and 2 (Two) are Executive Directors. The Chairman of the Stakeholders’ Relationship Committee is Shri Nehal M. Shah, a Non-ExecutiveIndependent Director. And, other Members are Shri Rahul J. Parekh and Shri Anand J. Parekh. The Company Secretary acts as a Secretary to the Stakeholder’s Relationship Committee.

Smt. Shital Marsh Trivedi (ICSI Membership No.:- A60855) is a Compliance Officer of the Company.

II. Brief description of terms of reference:-

The Stakeholder’s Relationship Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of Shareholders/Investors/Security Holders complaints like transfer of Shares, non-receipt of dividends, non-receipt of annual report etc. received from Shareholders/Investors and improve the efficiency in Investors service, wherever possible. The Committee also monitors the implementation and compliance with the Company’s Code of Conduct for prohibition of Insider Trading. The terms of reference of the Stakeholder’s Relationship Committee meet with the requirements of Regulation 20 read with Schedule II - Part D - Para B of the SEBI (LODR) Regulations, 2015.

III. Meetings and attendance:-

The Stakeholder’s Relationship Committee met total 5 (Five) times, during the year under review, respectively on 11.04.2023, 12.06.2023, 08.08.2023, 09.11.2023 and 08.02.2024. The attendance of the Members at each Meeting was as follows:-

Name of Member	Category	Designaton	Atendance at Commitee Meetng during FY 2023-24	Atendance at Commitee Meetng during FY 2023-24
			Number of Meetngs held	No. of Meetngs Atended
Shri Nehal M. Shah	Non-Executve- IndependentDirector	Chairman	5	5
Shri Rahul J. Parekh	ManagingDirector	Member	5	5
Shri Anand J. Parekh	Jt. Managing Director	Member	5	5

IV. Shareholders’ Complaints Status:

During the year under review, the Company has not received any complaint and no complaint remained pending at the year end. The status of complaints is periodically reported to the Stakeholder’s Relationship Committee and the Board, in their Meetings.

6. Share Transfer Committee:

I. Composition:

As on 31st March, 2024, the Share Transfer Committee comprises of total 3 (Three) Members including 1 (One) Chairman. In composition of the Share Transfer Committee, 1 (One) is Non-Executive-Non-Independent Director and 2 (Two) are Executive Directors. The Chairman of the Share Transfer Committee is Shri Rahul J. Parekh, Managing Director. And, other Members are Shri Jeetmal B. Parekh and Shri Anand J. Parekh. The Company Secretary acts as a Secretary to the Share Transfer Committee.

II. Meetings and Attendance:

The Share Transfer Committee met total 4 (Four) times, during the year under review, respectively on 12.06.2023, 08.08.2023, 09.11.2023 and 08.02.2024. The attendance of the Members at each Meeting was as follows:-

Name of Member	Category	Designaton	Atendance at Commitee Meetng during FY 2023-24	Atendance at Commitee Meetng during FY 2023-24
			Number of Meetngs held	No. of Meetngs Atended
Shri Rahul J. Parekh	Managing Director	Chairman	4	4
Shri Jeetmal B. Parekh	Non-Executve- Non-Independet Director	Member	4	4
Shri Anand J. Parekh	Jt. Managing Director	Member	4	4

III. Brief description of Terms of Reference:

To expedite the process of Share transfers, the Board has delegated the power of Share transfer, transmission, dematerialization/ rematerialization, split/consolidation, issue of duplicate Share certificates, etc., to a Committee comprising of such senior officials designated from time to time. The Committee meets on a case to case basis to approve Share transfers and transmissions. The Committee reports the details of transfer of securities to the Board. No sitting fees payable to the Committee Members.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 40(9) of the SEBI (LODR) Regulations, 2015, the Company obtains a Certificate from a Practicing Company Secretary on a yearly basis, for due compliance of Share transfer formalities. Pursuant to the SEBI (Depositories and Participants) Regulations, 2018, a Certificate has also been obtained from a Practicing Company Secretary for timely dematerialization of the Shares of the Company and for conducting the Share Capital Audit, on a quarterly basis, for reconciliation of the Share Capital of the Company. The Company files copy of these Certificates with the Stock Exchanges as required, under the SEBI (LODR) Regulations, 2015 and the SEBI (Depositories and Participants) Regulations, 2018.

7. Risk Management Committee:

I. Composition:

Even though, the Company do not fall in the list of top 1000 Listed Entities determined on the basis of Market Capitalisation as at the end of the immediate preceding Financial Year, the Company has constituted the Risk Management Committee, voluntarily.

As on 31st March, 2024, the Risk Management Committee comprises of total 3 (Three) Members including 1 (One) Chairman. In composition of the Risk Management Committee, 1 (One) is Non-Executive-Independent Director and 2 (Two) are Executive Directors. The Chairman of the Risk Management Committee is Shri Anand J. Parekh, a Jt. Managing Director. And, other Members are Shri Rahul J. Parekh and Shri Nehal M. Shah. The Company Secretary acts as a Secretary to the Risk Management Committee.

II. Meetings and Attendance:

The Risk Management Committee met total 4 (Four) times, during the year under review, respectively on 12.06.2023, 08.08.2023, 09.11.2023 and 08.02.2024. The attendance of the Members at each Meeting was as follows:-

Name of Member	Category	Designaton	Atendance at Commitee Meetngs during FY 2023-24	Atendance at Commitee Meetngs during FY 2023-24
			Number of Meetngs held	No. of Meetngs Atended
Shri Anand J. Parekh	Jt. Managing Director	Chairman	4	4
Shri Rahul J. Parekh	Managing Director	Member	4	4
Shri Nehal M. Shah	Non-Executve- Independent Director	Member	4	4

III. Brief description of Terms of Reference:

A detailed review of business risks and the Company’s plan to mitigate them is presented to the Risk Management Committee. The Risk Management Committee has been taking steps to mitigate foreseeable business risks. Business risk evaluation and Management is an ongoing and continuous process within the Company and regularly updated to the Risk Management Committee and Board, in their Meetings.

The Company has formulated a Risk Assessment & Management Policy, duly reviewed by the Risk Management Committee, establishing the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting to the Board periodically. The Policy would be applicable to all the functions and departments of the Company. The Risk Assessment & Management Policy would be implemented through the establishment of the Risk Management Committee accountable to the Board of Directors.

8. Corporate Social Responsibility Committee:-

I. Composition: -

As on 31st March, 2024, the Corporate Social Responsibility (CSR) Committee comprises of total 3 (Three) Members including 1 (One) Chairman. In composition of CSR Committee, 1 (One) is Non-Executive-Independent Director and 2 (Two) are Executive Directors. The Chairman of the CSR Committee is Shri Rahul J. Parekh, a Managing Director. And, other Members are Shri Anand J. Parekh and Smt. Sangita S. Shingi. The Company Secretary acts as a Secretary to the CSR Committee.

II. Meetings and Attendance:-

The CSR Committee met total 4 (Four) times, during the year under review, respectively on 12.06.2023, 08.08.2023, 09.11.2023 and 08.02.2024. The attendance of the Members at each Meeting was as follows:-

Name of Member	Category	Designaton	Atendance at Commitee Meetngs during FY 2023-24	Atendance at Commitee Meetngs during FY 2023-24
			Number of Meetngs held	No. of Meetngs Atended
Shri Rahul J. Parekh	Managing Director	Chairman	4	4
Shri Anand J. Parekh	Jt. Managing Director	Member	4	4
Smt. Sangita S. Shingi	Non-Executve- Independent Director	Member	4	4

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III. Brief description of terms of reference:-

a. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken;
b. Recommending the amount of expenditure for the CSR activities; and
c. Monitoring CSR activities from time to time.

9. Senior Management:-

As on 31st March, 2024, Senior Management of the Company are as follows:-

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Sr. Name of Senior Management Designation
No.
1 Shri Jeetmal B. Parekh Chairman
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Sr. No.	Name of Senior Management	Designaton
1	Shri Jeetmal B. Parekh	Chairman
2	Shri Rahul J. Parekh	ManagingDirector
3	Shri Anand J. Parekh	Jt. ManagingDirector
4	Shri Rajendra R. Mehta	President and GroupCFO
5	Smt. Shital Marsh Trivedi	CompanySecretary
6	Shri Samir Parekh	GM - Globale Sales
7	Shri Madan Ketkar	President of WeavingDivision
8	Shri Yashovardhan R. Parekh	Executve Director of TCF
9	Shri Sunilkumar Kurg	Operaton Head of TCF
10	Shri Odhavji Dhandhukiya	Operaton Head of OPB

Pursuant to the Scheme becoming effective, all the employees who are part of the First Demerged Undertaking and Second Demerged Undertaking have been transferred to the First Resulting Company and Second Resulting Company, respectively and accordingly there is change in the Senior Management of the Company.

10. Remuneration of Directors:-

Details of Remuneration for the F.Y. 2023-24 paid to the Directors are as follows:-

I. Remuneration of Shri Rahul J. Parekh, Managing Director:-
Basic Salary 24,00,000/- (Rupees Twenty Four Lakhs Only), Perquisites:- 32,400/- (Rupees Thirty Two Thousand and Four Hundred Only).
II. Remuneration of Shri Anand J. Parekh, Jt. Managing Director:-
Basic Salary 24,00,000/- (Rupees Twenty Four Lakhs Only), Perquisites:- 32,400/- (Rupees Thirty Two Thousand and Four Hundred Only).

The Company does not pay any remuneration to Non-Executive Director and Independent Directors, for attending the Board/ Committee Meetings.

Criteria of making payments to Non-Executive Directors has been disseminated on the website of the Company and the same may be accessed at the link:- htps://mrtglobal.com/wp-content/uploads/2024/09/Criteria-for-making-payment-to-NED.pdf.

During the F.Y. 2023-24, there is no pecuniary relationship or transaction of the Non-Executive Directors with the Company.

11. General Body Meeting:-

I. Annual General Meeting:-

The last three Annual General Meetings of the Company were held on the following location, date & time:-

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Year Location Day & Date Time Special Resolutions Passed
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Year	Locaton	Day & Date	Time	Special Resolutons Passed

2022-23	The Company has conducted AGM through VC/ OAVM pursuant to the MCA General Circular Nos.:- 14/2020 dated 08th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 05th May, 2020 and 10/2022 dated 28th December, 2022.	Tuesday 26.09.2023	11:30 a.m.	1. To revise the Managerial Remuneraton of Shri Rahul J. Parekh (DIN:- 00500328), Managing Director of the Company. 2. To revise the Managerial Remuneraton of Shri Anand J. Parekh (DIN:- 00500384), Jt. Managing Director of the Company.
2021-22	The Company has conducted AGM through VC/ OAVM pursuant to the MCA General Circular Nos.:- 14/2020 dated 08th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 05th May, 2020 and 02/2022 dated 05th May,2022.	Friday 30.09.2022	11:30 a.m.	No Special Resoluton was passed.

CORPORATE GOVERNANCE REPORT

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Year Location Day & Date Time Special Resolutions Passed
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Year	Locaton	Day & Date	Time	Special Resolutons Passed

2020-21	The Company has conducted AGM through VC/ OAVM pursuant to the MCA General Circular Nos.:- 14/2020 dated 08th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 05th May,2020.	Thursday 30.09.2021	11:30 a.m.	1. To re-appoint Shri Nehal M. Shah (DIN:- 00020062) as an Independent Director for next term of 5 years.

II. The Hon’ble NCLT Convened Meetings of the Equity Shareholders and Unsecured Creditors:-

In accordance with the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, Order dated 19th October, 2023, the Hon’ble NCLT convened Meetings of the Equity Shareholders and Unsecured Creditors of the Company were held on Thursday, the 30th day of November, 2023, for approval of the Scheme of Arrangements involving Demerger between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (“Demerged Company”); Mahalaxmi Fabric Mills Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFML) (CIN:- U17100GJ1991PLC015345) (“First Resulting Company”); and Globale Tessile Limited (GTL) (CIN:- U17299GJ2017PLC098506) (“Second Resulting Company”) and their respective Shareholders and Creditors (“Scheme”), during the F.Y. 2023-24. In pursuance of the said Hon’ble NCLT Order, Dr. Deepti Mukesh has been appointed as a Chairperson and Ms. Gauri Sethi has been appointed as a Scrutinizer, for the Hon’ble NCLT convened Meetings. In these Meetings, the Scheme has been approved by the Equity Shareholders and Unsecured Creditors of the Company, with requisite majority thereof. The voting results were sent to the Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) and also displayed on the website of the Company i.e. www.mrtglobal.com; on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www.nseindia.com, respectively; and on the website of e-voting agency i.e. htps://instavote.linkintme.co.in.

III. Special Resolution passed through Postal Ballot:-

The Company has sought the approval of the Shareholders, by way of a Special Resolution, through Notice of Postal Ballot dated 10th March, 2023, to approve continuation of Directorship of Shri Balveermal K. Singhvi (DIN:- 05321014) as a Non-Executive Independent Director, beyond the age of 75 years, in his current term from 15th April, 2023 till 31st March, 2026. Shri Bunty Hudda (ACS:- 31507 and CP No.:- 11560), Proprietor of M/s. Bunty Hudda & Associates, Practicing Company Secretary, has been appointed as a Scrutinizer for conducting the Postal Ballot and remote e-voting process in a fair and transparent manner.

Details of Voting Pattern:-

a. Voted in favour of the Resolution:

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Type of Voting No of Members Number of Percentage of
voted votes cast by them total share voted
Remote E-Voting (Postal Ballot) 30 6985203 100.00%
Total 30 6985203 100.00%
b. Voted against the Resolution:
Type of Voting No of Members Number of votes cast Percentage of total
voted by them share voted
Remote E-Voting (Postal Ballot) 2 3 0.00%
Total 2 3 0.00%
c. Invalid Votes:
Type of Voting Total number of Members whose votes Total number of votes held.
were declared invalid by them
Remote E-Voting (Postal Ballot) 0 0
Total 0 0
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No Special Resolution is proposed to be conducted through Postal Ballot.

IV. Procedure for Postal Ballot:-

The Company conducted the Postal Ballot in accordance with the provisions of Sections 108 and 110 of the Companies Act, 2013 (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”). The Company has completed dispatch of the Postal Ballot Notice on 13th March, 2023, to all the Members whose e-mail IDs were registered with the Company/Depositories/Registrar & Share Transfer Agent. The Company also published a Notice in the Newspapers declaring the details of completion of dispatch and other requirements as mandated under the provisions of the Act and Rules framed thereunder. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 & 22 of the Companies Rules read with Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company has offered the facility of e-voting to its Members

M ahalaxmi R ubT ech L imited

to enable them to cast their vote electronically. The voting under the Postal Ballot was kept open from Tuesday, the 14th Day of March, 2023 at 09.00 a.m. (IST) to Wednesday, the 12th Day of April, 2023 at 05.00 p.m. (IST). Upon completion of scrutiny of the votes cast through e-voting in a fair and transparent manner, the Scrutinizer has submitted his report to the Company and the result of the Postal Ballot were announced by the Company on 13th April, 2023. The voting results were sent to the Stock Exchanges i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) and also displayed on the website of the Company i.e. www.mrtglobal.com; on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www.nseindia.com, respectively; and on the website of e-voting agency i.e. htps:// instavote.linkintme.co.in.

12. Means of communication to the Shareholders:-

I. The Unaudited quarterly Financial Results has announced within forty-five days of end of each quarter. The Audited Annual Financial Results has announced within sixty days from the end of the F.Y. as per Regulation 33 of the SEBI (LODR) Regulations, 2015.
II. The approved Financial Results of the F.Y. 2023-24 were forthwith sent to the Stock Exchanges and were published in “The Indian Express”, an English language national daily newspaper and in “The Financial Express,” local language (Gujarati) daily newspaper, within forty-eight hours of conclusion of the Meeting of Board of Directors at which the Financial Results were approved.
III. The Company’s Financial Results and official news releases, if any, are displayed on the Company’s Website i.e. www.mrtglobal. com.
IV. The Quarterly Financial Results, Shareholding Pattern, Quarterly Compliances and all other corporate communication to the Stock Exchanges i.e. BSE and NSE, are filed electronically. The Company has complied with filing submissions through BSE’s BSE Listing Centre and NSE’s NEAPS Platform.
V. A separate dedicated Section under “Investor Relations”, on the Company’s website gives information on unclaimed dividends, Shareholding Pattern, Financial Results and other relevant information for interest of the Investors/Public.
VI. The SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a Shareholder can lodge complaint against a Company for his/her grievance, if any. The Company uploads the action taken on the complaint which can be viewed by the Shareholder. The Company and Shareholder can seek and provide clarifications online through the SEBI.
VII. The Company has designated the email id i.e. [email protected], exclusively for investor relation and the same is prominently displayed on the Company’s website i.e. www.mrtglobal.com.
VIII. During the F.Y. 2023-24, the Company has not made any presentations to Institutional Investors or to the analysts.

13. General Shareholder information:-

I. Annual General Meeting – date, time and venue:-

On Monday, the 30th Day of September, 2024, at 11.00 a.m., through VC/OAVM pursuant to the MCA General Circular Nos.:14/2020 dated 08th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 05th May, 2020 and 09/2023 dated 25th September, 2023. For details, please refer to the Notice of this AGM.

II. Financial Year:-

1st April 2023 to 31st March 2024

III. Financial Results:-

Financial Results:-
FirstQuarter endingon 30.06.2023	On 08th August,2023
Second and Half Year endingon 30.09.2023	On 09th November,2023
ThirdQuarter endingon 31.12.2023	On 08th February,2024
FourthQuarter and Year ended on 31.03.2024	On 24th May,2024

IV. Book Closure Date:-

Tuesday, the 24th day of September, 2024 to Monday, the 30th day of September, 2024 (Both days inclusive).

V. Dividend Payment date:-
Not Applicable

VI. Name and address of Stock Exchanges at which the Company’s Equity Shares are listed and Stock Code:-

a. BSE Limited

Listing Date:- 28.11.1994

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001, Maharashtra. Company Code:- MHLXMIRU Script Code:- 514450

CORPORATE GOVERNANCE REPORT

b. National Stock Exchange of India Limited

Listing Date:- 27.01.2022

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra. Trading Symbol:- MHLXMIRU

Series:- EQ

Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the Annual Listing fees of the BSE and NSE, for the F.Y. 2023-24, have been paid within due date.

VII. ISIN NO. (Dematerialized Shares):-

INE112D01035

VIII. Market price data- high, low, closing and BSE Sensex closing during each month in last Financial Year:-

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Month of F.Y. 2023-24 Highest Rate ( ) Lowest Rate ( ) Closing Rate ( ) BSE Sensex BSE NSE BSE NSE BSE NSE Closing Rate ( )
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|Month of F.Y. 2023-24|Highest Rate(**)**|**Highest Rate(**)|Lowest Rate(**)**|**Lowest Rate(**)|Closing Rate(**)**|**Closing Rate(**)|BSE Sensex
Closing Rate (`)|
|---|---|---|---|---|---|---|---|
||BSE|NSE|BSE|NSE|BSE|NSE||
|||||||||
|April,2023|314.90|309.00|274.00|274.30|288.20|286.20|61,112.44|
|May,2023|299.50|297.20|238.00|248.65|250.45|249.35|62,622.24|
|June,2023|265.95|261.50|174.90|176.50|182.60|181.85|64,718.56|
|July,2023|184.90|184.95|142.70|144.00|182.05|182.95|66,527.67|
|August,2023|179.00|180.05|148.05|148.25|155.00|153.00|64,831.41|
|September,2023|181.65|183.95|155.00|156.05|174.30|172.45|65,828.41|
|October,2023|213.00|213.45|175.85|175.10|192.55|192.75|63,874.93|
|November,2023|265.00|262.95|192.85|189.05|221.85|218.85|66,988.44|
|December,2023|322.00|322.25|217.95|216.00|307.40|308.85|72,240.26|
|January,2024|322.75|320.00|274.10|280.00|298.05|287.70|71,752.11|
|February,2024|299.90|294.90|259.60|258.00|291.90|292.75|72,500.30|
|March,2024|335.00|334.95|251.00|252.00|290.55|291.15|73,651.35|

Note:-

Market Price Data as per BSE and NSE Websites

IX. Performance in comparison to Broad-based indices i.e. BSE Sensex:-

Partculars	Mahalaxmi Rubtech Limited’s BSE Closing Rate	BSE Sensex Closing Rate
As on 03.04.2023(`)	296.20	59106.44
As on 28.03.2024(`)	290.55	73,651.35
Changes(%)	-1.91%	+24.61%

X. Registrar and Transfer Agents:-

Link Intime India Private Limited

Registered Office:-

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083, Maharashtra.

Contact No.:- +91 22 49186000 • Fax No.:- +91 22 49186060 • E - mail Id:- [email protected]

Ahmedabad Office:-

5th Floor, 506-508, Amarnath Business Centre-I, (ABC-I), Beside Gala Business Centre, Nr. St. Xavier’s College Corner Off C G Road, Ellisbridge, Ahmedabad – 380 009, Gujarat.

Contact No.:- +91 79 26465186 • Fax No.:- +91 79 26465179 • E-mail Id:- [email protected]

XI. Share Transfer System:-

The SEBI vide its Master Circular dated 07th May, 2024, has mandated Listed Companies to issue securities in demat form only while processing any service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed Suspense Account; Renewal/Exchange of Securities Certificate; Endorsement; Sub-Division/Splitting of Securities Certificate; Consolidation of Securities Certificates/Folios; Transmission and Transposition.

M ahalaxmi R ubT ech L imited

XII. Distribution of Shareholding:-

As on 31st March 2024:-

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No. of Shares Shareholders No. of Share held
Number Total in % Numbers Total in %
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No. of Shares	No. of Shares	No. of Shares	Shareholders	Shareholders	No. of Share held	No. of Share held
			Number	Total in %	Numbers	Total in %

1	-	500	3957	89.16	322442	3.04
501	-	1000	157	3.54	124489	1.17
1001	-	2000	111	2.50	167496	1.58
2001	-	3000	45	1.01	114200	1.07
3001	-	4000	22	0.50	76507	0.72
4001	-	5000	13	0.29	60872	0.57
5001	-	10000	42	0.95	321627	3.03
10001	&	Above	91	2.05	9432642	88.82
Total			4438	100.00	10620275	100.00

XIIIL. Shareholding Pattern:-

As on 31st March 2024:-

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Category No. of Shares held % to the Shareholding
----- End of picture text -----

Category	No. of Shares held	% to the Shareholding

Promoters & Promoter Group	6882191	64.80
Bodies Corporate and LLPs	891978	8.40
Non-Resident Indians	9989	0.10
ClearingMembers	5768	0.05
IEPF	176751	1.66
Unclaimed Shares	3375	0.03
Mutual Funds and NBFCs	8025	0.08
Public	2642198	24.88
TOTAL	10620275	100.00%

XIV. Dematerialization of Share and liquidity:-

The trading of Equity Shares of the Company in all categories is compulsory in Demat mode with effect from 23rd March, 2001. As on 31st March, 2024, 99.55% Shares have been dematerialized. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s Shares is INE112D01035.

XV. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments:-

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on 31st March, 2024, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

XVI. Commodity price risk or foreign exchange risk and hedging activities:-

The Company does not undertake commodity hedging activities. Exposure to commodity and commodity risk faced by the Company through the year is Nil.

XVII. Plant location:-

Uma Industrial Estate, Phase – III, Village Vasana (Iyava), Tal. Sanand - 382 110, Dist: Ahmedabad, Gujarat.

Tel. No.:- 02717-284309-10 • Fax No.:- 02717-284152

XVIII. Address for correspondence:-

a. Registered Office:-

47, New Cloth Market, O/s. Raipur Gate, Ahmedabad – 380 002, Gujarat.

The Company has changed the Registered Office of the Company from 47, New Cloth Market, O/s Raipura Gate, Ahmedabad – 380 002, Gujarat to “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat, with effect from opening of Business Hours on 04th April, 2024.

Tel. No.:- 079-22160776 • E-mail:- [email protected]
b. Corporate Office:-
“Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.
Tel. No.:- 079-4000 8000 • E-mail:- [email protected]

CORPORATE GOVERNANCE REPORT

XIX. Credit rating:-

For the F.Y. 2023-24, the Company has obtained credit rating from Care Ratings Limited.

For its long term Bank facilities:- Care BBB+; and
For its short term Bank facilities:- Care A2.
During the F.Y. 2023-24, there is no any revision in the Credit rating obtained by the Company.

14. Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account:-

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Sr. Particulars Number of Outstanding
No. Shareholders Shares
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Sr. No.	Partculars	Number of Shareholders	Outstanding Shares

1	Shareholders at the beginning of the year i.e. 01.04.2023	27	3375
2	Shareholders who approached the Company for transfer of Shares from suspense account during the year	1	125
3	Shareholders to whom Shares were transferred from suspense account during the year	-	-
4	Shareholders at the end of the year i.e. 31.03.2024	27	3375

The voting rights on these 3375 number of Equity Shares shall remain frozen till the rightful owner of such Shares claims the Shares.

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company, if any, to the Investor Education and Protection Fund (IEPF), a fund established under Section 125 of the Companies Act, 2013. The details of unclaimed/unpaid dividend are available on the website of the Company viz. www.mrtglobal.com.

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (As amended from time to time) Shares on which dividend has not been paid or claimed by a Shareholder for a period of 7 (seven) consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund (IEPF) within a period of thirty days of such Shares becoming due to be so transferred. Upon transfer of such Shares, all benefits (like bonus, etc.), if any, accruing on such Shares shall also be credited to such Demat Account and the voting rights on such Shares shall remain frozen till the rightful owner claims the Shares.

Shares which are transferred to the Demat Account of IEPF can be claimed back by the Shareholders from IEPF by following the procedure prescribed under the IEPF authority.

Currently, there are no Shares outstanding which are required to be transferred to the IEPF.

15. Other Disclosures:-

I. Details of the Related Party Transactions are furnished in the Notes to the Financial Statements. There is no any materially significant Related Party Transaction that may have potential conflict with the interest of the Company at large.
II. The Company has complied with all the requirements as specified under the SEBI (LODR) Regulations, 2015 as well as other Circulars and Guidelines issued thereunder. No stricture or penalty has been imposed on the Company by the Stock Exchange or the SEBI or any statutory authority on matter related to capital market during the last three years.
III. As per Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has adopted whistle Blower/Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about illegal or unethical practices, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of persons who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
IV. The Company has complied with all mandatory requirements as specified in the SEBI (LODR) Regulations, 2015.
V. Weblink where Policy for determining Material Subsidiary is disclosed:- htps://mrtglobal.com/wp-content/uploads/2024/08/ Policy-for-Determining-Material-Subsidiary.pdf.
VI. Weblink where Policy on dealing with Related Party Transactions is disclosed:- htps://mrtglobal.com/wp-content/ uploads/2024/08/RELATED-PARTY-TRANSACTION-POLICY.pdf.
VII. The Company does not undertake commodity hedging activities. Exposure to commodity and commodity risk faced by the Company through the year is Nil.
VIII. The Company has not raised funds through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) of the SEBI (LODR) Regulations, 2015, during the Financial Year 2023-24.

M ahalaxmi R ubT ech L imited

IX. During the F.Y. 2023-24, the Board has accepted all the recommendation of various Committees of the Board which are mandatorily required.
X. Total fees paid to the Statutory Auditors of the Company is provided in notes of Financial Statement and forming part of this Annual Report. Further, Statutory Auditors and all entities in the Network Firm/Network Entity of which the Statutory Auditors are part has not rendered any service to its Subsidiary Companies.
XI. During the F.Y. 2023-24, there was not any case which has filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
XII. As on 31st March, 2024, there is no any Loan and Advance in the nature of loan to Firms / Companies in which Directors are interested, by the Company and its Subsidiaries.
XIII. Pursuant to the Scheme becoming effective, Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of MRT and has become the Wholly Owned Subsidiary Company of MFML; and GTL, has also ceased to be the Wholly Owned Subsidiary Company of MRT, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited. The Company does not have any Subsidiary / Associate / Joint Venture Company, as at 31st March, 2024.
XIV. The Company has complied with all the requirements of Corporate Governance Report as stipulated under Sub-Paras (2) to (10) of Schedule V - Para C of the SEBI (LODR) Regulations, 2015, to the extent as may be applicable.
XV. The Company has adopted one of the discretionary requirement as specified in Schedule II Part E of the SEBI (LODR) Regulations, 2015, i.e. moving towards a regime of Financial Statements with unmodified opinion.
XVI. The Company is in compliance with the Corporate Governance requirements as stipulated under Regulations 17 to 27 and Clauses (b) to (i) &(t) of Sub-Regulation (2) of Regulation 46 of the SEBI (LODR) Regulations, 2015, to the extent as may be applicable.
XVII. The Company has adopted a Code of Conduct for Prevention of Insider Trading (“The Code”) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which was first implemented with effect from October 1, 2002 as per the SEBI (Prohibition of Insider Trading) Regulations, 1992. The SEBI has over the years introduced various amendments to the Insider Trading Regulations of 1992 which ordain new action steps by corporate and other market intermediaries for the purpose of prevention of Insider Trading. The Code is amended from time to time reflecting the changes brought in by the SEBI in the Insider Trading Regulations.
XVIII. In the preparation of the Financial Statements, the Company has followed the Indian Accounting Standards (Ind AS) referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
XIX. Pursuant to the Scheme becoming effective, Mahalaxmi Exports Private Limited, has ceased to be the Material Subsidiary and Wholly Owned Subsidiary Company of MRT and has become the Wholly Owned Subsidiary Company of MFML; and GTL, has also ceased to be the Wholly Owned Subsidiary Company of MRT, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited. The Company does not have any Subsidiary / Associate / Joint Venture Company, as at 31st March, 2024. Accordingly, details of Material Subsidiary of the Company has not been provided.

FOR, MAHALAXMI RUBTECH LIMITED

Sd/- SHRI JEETMAL B. PAREKH DATE: AUGUST 17, 2024 CHAIRMAN PLACE: AHMEDABAD (DIN:- 00512415)

CORPORATE GOVERNANCE REPORT

COMPLIANCE CERTIFICATE

(Pursuant to Regulation 17(8) read with Schedule II Part B of the SEBI (LODR) Regulations, 2015)

Pursuant to Regulation 17 read with Schedule II Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, We, Shri Rahul J. Parekh, Managing Director and Shri Rajendra R. Mehta, Chief Financial Officer, hereby certify to the Board of Directors that:-

a) We have reviewed the Financial Statements and the Cash Flow Statement for the Financial Year ended on 31st March, 2024 and that to the best of our knowledge and belief:-
i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and
ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulation;
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the Financial Year ended on 31st March, 2024, which are fraudulent, illegal or violative of the Company’s code of conduct;
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies;
d) We have indicated to the Auditors and the Audit Committee:-
i) There is no any significant changes in internal control over financial reporting during the Financial Year ended on 31st March, 2024;
ii) There is no any significant change in accounting policies during the Financial Year ended on 31st March, 2024 and that the same have been disclosed in the notes to the Financial Statements; and
iii) There is no any instance of significant fraud of which we have become aware and the involvement therein, of the Management or an employee having a significant role in the Company’s internal control system over financial reporting.

FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/Sd/- RAHUL J. PAREKH RAJENDRA R. MEHTA MANAGING DIRECTOR CHIEF FINANCIAL OFFICER (DIN: 00500328)

M ahalaxmi R ubT ech L imited

DECLARATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCT

(Pursuant to Regulation 34(3) read with Schedule V Part D of the SEBI (LODR) Regulations, 2015)

Pursuant to Regulation 17 read with Schedule V - Para D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that the Company has adopted the Code of Conduct for all the Members of the Board of Directors and Senior Management Personnel. The Code of Conduct has also been placed on the website of the Company i.e. www. mrtglobal.com.

I hereby confirm that the Company has received Declarations from the Board of Directors and Senior Management Personnel in respect of compliance with the Code of Conduct of Board of Directors and Senior Management, as applicable to them, for the Financial Year ended on 31st March, 2024.

FOR, MAHALAXMI RUBTECH LIMITED

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- RAHUL J. PAREKH MANAGING DIRECTOR (DIN:- 00500328)

CORPORATE GOVERNANCE REPORT

PCS CERTIFICATE FOR DIRECTOR DISQUALIFICATION

To

The Members of

MAHALAXMI RUBTECH LIMITED

Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad, 380015

I/We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Mahalaxmi Rubtech Limited having CIN L25190GJ1991PLC016327 and having registered office at Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad, 380015, INDIA (hereinafter referred to as ‘the Company’), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V - Para-C - Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my/our opinion and to the best of my/our information and according to the verifications as considered necessary and explanations furnished to me / us by the Company & its officers, I/We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority

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Sr. No. Name of the Director DIN Date of appointment in the Company
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Sr. No.	Name of the Director	DIN	Date of appointment in the Company

1	JEETMAL BHOORCHAND PAREKH	00512415	27/08/1993
2	ANAND JEETMAL PAREKH	00500384	19/11/2008
3	RAHUL JEETMAL PAREKH	00500328	01/08/2007
4	SANGITA SHINGI	06999605	31/03/2016
5	BALVEERMAL KEWALMAL SINGHVI	05321014	01/04/2021
6	NEHAL MAYUR SHAH	00020062	01/10/2021

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Malay Desai & Associates Company Secretary

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- Malay Desai Proprietor Membership No: A48838 COP: 26051 Peer Review: 3213/2023 UDIN: A048838F000994189

M ahalaxmi R ubT ech L imited

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

[Pursuant to Regulation 34(3) read with Schedule V - Para E of the SEBI (LODR) Regulations, 2015]

To,

The Members

MAHALAXMI RUBTECH LIMITED

(CIN:- L25190GJ1991PLC016327) “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.

We have examined the compliance of conditions of the Corporate Governance by Mahalaxmi Rubtech Limited (CIN:- L25190GJ1991PLC016327), having Registered Office situated at “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat (Hereinafter referred to as “the Company”), for the year ended on 31st March 2024, pursuant to Regulation 34(3) read with Schedule V - Para E of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Collectively referred to as “the SEBI Listing Regulations”).

The compliance of conditions of the Corporate Governance is the responsibility of the Management of the Company. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us and representation made by the Directors and the Management of the Company, we certify that the Company has complied with the conditions of the Corporate Governance, as specified in Regulations 17 to 27; Clauses (b) to (i) & (t) of Sub-Regulation (2) of Regulation 46 and Para C, D & E of Schedule V of the SEBI Listing Regulations, for the year ended on 31st March, 2024.

We state that in respect of Investor grievances received during the year ended on 31st March, 2024, no investor grievances are pending against the Company, as per records maintained by the Company and presented to the Stakeholders Relationship Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

FOR, JAIN CHOWDHARY & CO. CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.:- 113267W

DATE: AUGUST 17, 2024 PLACE: AHMEDABAD

Sd/- CA HITESH SALECHA PARTNER MEMBERSHIP NO.:- 147413 UDIN: 24147413BKFHXL2691

AUDITED FINANCIAL STATEMENT

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF

MAHALAXMI RUBTECH LIMITED

Report on the audit of Financial Statements

Opinion

We have audited the accompanying Financial Statements of MAHALAXMI RUBTECH LIMITED (“the Company”), which comprise of the Balance Sheet as at March 31, 2024 and the statement of profit and loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “ Financial Statements”.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Emphasis of Matter

We draw attention to Note.47 of the Financial Statements with respect to Scheme of Arrangement amongst Mahalaxmi Rubtech Limited, Mahalaxmi Fabric Mills Limited and Globale Tessile Limited and their respective shareholders and creditors (the ‘Scheme’) for demerger of Traditional Textile Processing and Wind Power Undertaking and Textile Trading Undertaking of the Company (collectively referred to as “Demerged Undertakings”). The Scheme has been given effect to from the Appointed Date of April 1, 2022, as approved by the Hon’ble National Company Law Tribunal(“NCLT”), Ahmedabad and which is deemed to be the demerger date for the purpose of accounting and consequently financial information in the statement of profit and loss for the year ended March 31, 2023, have been restated.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

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Key Audit Matters How our audit addressed the key audit matter
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Key Audit Maters

How our audit addressed the key audit mater

Revenue recogniton
1.
The Company has demerged its Traditonal Textle
Processing and Wind Power Undertaking and Textle
Trading Undertaking to Mahalaxmi Fabric Mills
Limited and Globale Tessile Limited respectvely
pursuant to a Scheme of Arrangement (‘the
Scheme”). The Scheme was approved by Natonal
Company Law Tribunal (NCLT) with an appointed
date of 1st April,2022. We have identfed this
transacton relatng to discontnued operatons, as a
key audit mater because of signifcant complexites
in its accountng and disclosure requirements.

In this regard, our audit procedures included:
•
We obtained and read the key documents relatng to the transfer of the
Demerged Undertakings (Scheme of Arrangement and approval granted
by NCLT)
•
We have evaluated whether the method of accountng followed by the
Company is in accordance with the scheme approved by NCLT and the
relevant accountng guidelines.
•
We assessed the adequacy and appropriateness of the disclosure in the
fnancial statements, relatng to the discontnued operatons and the
transfer of segment, as required by the accountng standards.
•
Based on the above procedures performed, the method of accountng
and disclosures relatng to the transfer of the Demerged Undertakings are
considered to be adequate and reasonable.

M ahalaxmi R ubT ech L imited

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Key Audit Matters How our audit addressed the key audit matter
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Key Audit Maters	How our audit addressed the key audit mater

2. Company’s revenue is derived primarily from sale of goods. Revenue from sale of goods is recognised when control of the products being sold is transferred to the customer and there are no longer any unfulflled performance obligatons. The performance obligatons in the contracts are fulflled at the tme of dispatch, delivery or upon formal customer acceptance depending on customer terms. Inappropriate assessment could lead to risk of revenue being recognized before transfer of control. In view of the above and since revenue is a key performance indicator of the Company, we have identfed tming of revenue recogniton from sale of goods as a key audit mater.	Assessing the appropriateness of the accountng policy for revenue recogniton with relevant accountng standards; Evaluatng the design and implementaton of the Company’s key internal fnancial controls in relaton to tming of revenue recogniton and tested the operatng efectveness of such controls for selected samples Performing detailed testng by selectng samples of revenue transactons recorded during the year and around the year end date using statstcal sampling. We assessed fulflment of performance obligatons during the year by verifying the underlying documents. These documents included contract specifying terms of sale, invoices, goods dispatch notes, customer acceptances and shipping documents; Testng, on a sample basis using specifed risk based criteria, journal entries afectng revenue recognised during the year to identfy unusual items.
Valuaton of Inventories The Company is a technical textle manufacturer and the inventory primarily comprises of yarn, grey fabric, rubber, chemicals and technical textle fabric and rubber blankets. Inventories are valued at lower of cost and net realisable value. The Company maintains its inventory levels based on forecast demand and expected future selling prices. There is a risk of inventories being measured at values which are not representatve of the lower of costs and net realisable value (‘NRV’) The Company exercises high degree of judgment in assessing the NRV of the inventories on account of estmaton of future market and economic conditons. The carrying value of inventories is material in the context of total assets of the Company. We identfed the valuaton of inventories as a key audit mater.	In this regard, our audit procedures included: Assessing the appropriateness of the accountng policy for inventories with relevant accountng standards: Evaluatng the design and implementaton of the Company’s key internal fnancial controls over valuaton of inventories and testng the operatng efectveness of such controls for selected samples; Observing the physical verifcaton of inventory on a sample basis. In this regard, we have considered the physical conditon of inventory by way of obsolescence or wear and tear, wherever relevant and applicable, in determining the valuaton of such inventory. For NRV testng, selectng inventory items, on a sample basis at reportng date and compared their carrying value to their subsequent selling prices as indicated in sales invoices subsequent to the reportng date.

Information other than the Financial Statements and Auditor’s report thereon

The Company's Board of Directors is responsible for the other information. The other information obtained at the date of this auditor’s report is information included in the Directors’ Report including the Annexures to the Directors’ report, but does not include the Financial Statements and our auditor’s report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon,

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITED FINANCIAL STATEMENT

In preparing the Financial Statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

i) Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ii) Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
iv) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
v) Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of subsection (11) of the section 143 of the Act, we give in the Annexure “A”, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of those books;
(c) The balance sheet, the Statement of profit and loss including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

M ahalaxmi R ubT ech L imited

(d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with relevant rules issued there under.
(e) On the basis of written representations received from the directors as on March 31, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of section 164(2) of the Act.
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such control, refer to our separate report in the Annexure-B . Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
(g) With respect to the matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The company has disclosed the impact of pending litigations on its financial position in its Financial Statements. Refer Note No.34 to the Financial Statements.
ii. The company has made provision, as required under the applicable law or IND AS, for material foreseeable losses, if any, on long term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. a. The management has represented that, to the best of its knowledge and belief, to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company, to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
```
 - directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or:

 - provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
```
- b. The management has represented, that, to the best of its knowledge and belief, to the financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:
  - directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or
  - provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries
- c. Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause h(iv) (a) & (b) contain any material mis-statement.
v. The Company has not declared any dividend during the year.
vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. However, the audit trail feature is not enabled for certain direct changes to data when using certain access rights and at the database level for the accounting software, as described in note to the financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software.

FOR, JAIN CHOWDHARY & CO. CHARTERED ACCOUNTANTS FIRM REGISTRATION NO. 113267W

PLACE: AHMEDABAD DATE: MAY 24, 2024

Sd/- CA HITESH SALECHA PARTNER MEMBERSHIP NO.: 147413 UDIN: 24147413BKFHWX9809

AUDITED FINANCIAL STATEMENT

“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 2 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2024:

i. In respect of property, plant & equipment:
(a) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
(b) According to the information and explanation given to us and on the basis of our examination of records of the company, all property, plant & equipment have been physically verified by the management during the year and there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanation given to us and on the basis of our examination of records of the company, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company.
(d) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2024.
(e) According to the information and explanation given to us and on the basis of our examination of records of the company, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
ii. In respect of inventories:
(a) The inventory has been physically verified by the management during the year except for inventories lying with third parties. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. Inventories lying with third parties have been confirmed by them as at 31st March, 2024 and discrepancies of 10% or more in aggregate for each class of inventory were not noticed in respect of such confirmations. Discrepancies noticed on physical verification of inventory have been properly dealt with in the books of account.
(b) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has been sanctioned working capital limits in excess of five crore rupees in aggregate from banks and/or financial institutions during the year on the basis of security of current assets of the Company. As disclosed in note 18 to the financial statements, the quarterly returns/statements filed by the Company with such banks and financial institutions are in agreement with the books of accounts of the Company.
iii. In respect of investments, guarantee or security or loans and advances given
(a) According to the information and explanation given to us and on the basis of our examination of records of the company, during the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnerships or any other parties except corporate guarantee to its associate company (erstwhile subsidiary company). The amount of guarantee provided during the year to its subsidiaries is Rs. NIL and balance outstanding as at balance sheet date in respect of the guarantee provided to such company is Rs.1750 lakhs.
(b) During the year the Company has not made investments, provided guarantees, provided security and granted loans and advances in the nature of loans to companies, firms, limited liability partnerships or any other parties except loans provided to its subsidiaries. The terms and conditions of the grant of loans and advances in the nature of loans to its subsidiaries are not prima facie prejudicial to the interest of the company.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, the repayments or receipts have been regular, where applicable.
(d) According to the information and explanation given to us and on the basis of our examination of records of the company, there are no amount of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.
(e) According to the information and explanation given to us and on the basis of our examination of records of the company, there is no loan or advance in the nature of loan granted to companies, firms, limited liability partnerships or any other parties falling due during the year, which has been renewed or extended or fresh loan granted to settle the overdue of existing loans given to the same party.
(f) There were no loans or advance in the nature of loan granted to companies, firms, limited liability partnerships or any other parties which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

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(g) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.
iv. According to the information and explanation given to us and on the basis of our examination of records of the company, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans and advances given, investments made, guarantees, and securities given have been complied with by the company.
v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
vi. We have broadly reviewed the maintenance of cost records by the company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained by the company. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
vii. In respect of statutory dues:
(a) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, duty of customs, goods and service tax, cess and other statutory dues applicable to it. The provisions related to sales tax, service tax, duty of excise and value added taxes are not applicable to the Company.
(b) According to the information and explanation given to us and on the basis of our examination of records of the company, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income- tax, duty of customs, goods and service tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions related to sales tax, service tax, duty of excise and value added taxes are not applicable to the Company.
(c) According to the information and explanation given to us and on the basis of our examination of records of the company, there was no dispute in respect of dues outstanding of provident fund, employees’ state insurance, income-tax, duty of custom, goods and service tax, cess and other statutory dues.
(d) According to the information and explanation given to us and on the basis of our examination of records of the company, there are no dues of provident fund, employees’ state insurance, income-tax, duty of custom, goods and service tax, cess and other statutory dues which have not been deposited on account of any dispute.
viii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
ix. In respect of default in repayment of borrowings:
(a) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(c) According to the information and explanation given to us and on the basis of our examination of records of the company, term loans were applied for the purpose for which the loans were obtained.
(d) On an overall examination of the financial statements of the Company, no funds raised on short term basis have been used for long-term purposes by the Company.
(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.
(f) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.
x. In respect of funds raised and utilization:
(a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.
(b) According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has not made any preferential allotment or private placement of shares during the year under audit in accordance with section 42 and 62 of the Companies Act, 2013.

AUDITED FINANCIAL STATEMENT

xi. In respect of frauds and whistle blower complaints:
(a) According to the information and explanation given to us and on the basis of our examination of records of the company, no fraud/ material fraud by the Company or no fraud/ material fraud on the Company has been noticed or reported during the year.
(b) According to the information and explanation given to us and on the basis of our examination of records of the company, during the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
xii. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanation given to us and on the basis of our examination of records of the company, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
xiv. Based on the information and explanation provided to us and our audit procedures, the company has an internal audit system in commensurate with the size and nature of its business. We have considered the internal audit reports of the company issued till date for the period under audit.
xv. According to the information and explanation given to us and on the basis of our examination of records of the company, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi. Registration with RBI, Act
(a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.
(d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.
xvii. The Company has not incurred cash losses in the current year and in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.
xix. On the basis of the financial ratios disclosed in note 46(8) to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. According to the information and explanation given to us and on the basis of our examination of records of the company, there is no unspent amount of obligation under Corporate Social Responsibility of the company during the year hence requirement to report on clause 3(xx) of the Order is applicable to the Company.

FOR, JAIN CHOWDHARY & CO. CHARTERED ACCOUNTANTS FIRM REGISTRATION NO. 113267W

PLACE: AHMEDABAD DATE: MAY 24, 2024

Sd/- CA HITESH SALECHA PARTNER MEMBERSHIP NO.: 147413

M ahalaxmi R ubT ech L imited

“Annexure B” to the Independent Auditors’

Report on the Financial Statements of Mahalaxmi Rubtech Limited

(Referred to in paragraph 2(A)(f) under “Report on other legal and regulatory requirements” of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of MAHALAXMI RUBTECH LIMITED (“the Company”) as of March 31,2024 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for the Internal Financial Controls.

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the Financial Statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

AUDITED FINANCIAL STATEMENT

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

FOR, JAIN CHOWDHARY & CO. CHARTERED ACCOUNTANTS FIRM REGISTRATION NO. 113267W

PLACE: AHMEDABAD DATE: MAY 24, 2024

Sd/- CA HITESH SALECHA PARTNER MEMBERSHIP NO.: 147413

M ahalaxmi R ubT ech L imited

BALANCE SHEET AS AT 31[ST] MARCH 2024

(Amount in Lakhs, unless otherwise stated)

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Notes As at As at
31-Mar-24 31-Mar-23
ASSETS
Non-current assets
Property, plant and equipment 1 2906.30 3036.01
Capital work-in-progress 2 82.53 35.23
--- ---
Intangible assets
Financial assets
Investments 3 23.64 21.36
Loans --- ---
Other fnancial assets 4 21.06 18.06
Other non-current assets 5 99.19 ---
Total non-current assets 3132.72 3110.66
Current assets
Inventories 6 1641.51 1897.90
Financial assets
Investments --- ---
Trade receivables 7 947.83 871.31
Cash and cash equivalents 8 944.64 483.56
Bank balances other than cash and cash equivalents 9 1245.04 592.84
Loans --- ---
Other fnancial assets 10 143.02 64.34
Other current assets 11 168.33 193.07
Assets classifed as held for sale --- ---
Total current assets 5090.36 4103.02
TOTAL ASSETS 8223.08 7213.68
EQUITY AND LIABILITIES
Equity
Equity share capital 12 1062.03 1062.03
Other Equity 13 4226.71 3106.41
Total Equity 5288.74 4168.44
Liabilites
Non-current liabilites
Financial liabilites
Long Term Borrowings 14 295.63 475.44
Other fnancial liabilites --- ---
Provisions 15 96.29 28.11
Deferred Tax Liabilites (Net) 16 70.26 97.32
Other non-current liabilites 17 37.30 50.69
Total non-current liabilites 499.49 651.56
Current liabilites
Financial liabilites
Short Term Borrowings 18 1307.27 1363.55
Trade payables 19 565.64 796.64
Other fnancial liabilites 20 125.44 102.83
Other current liabilites 21 190.26 117.04
Short Term Provisions 22 55.08 13.62
Current tax liabilites (net) 23 191.16 ---
Total current liabilites 2434.85 2393.68
TOTAL LIABILITIES 2934.34 3045.24
TOTAL EQUITIES AND LIABILITIES 8223.08 7213.68
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Summary of significant accounting policies The accompanying notes are an integral part of the Financial Statements.

As per our report of even date

For and on behalf of Board of Directors of Mahalaxmi Rubtech Ltd.

Sd/Sd/Sd/-

For JAIN CHOWDHARY & CO. Chartered Accountants. Firm Registration No. : 113267W

Sd/-

CA Hitesh Salecha Partner Membership No. : 147413

Date : May 24, 2024 Place : Ahmedabad

Jeetmal B. Parekh Rahul J. Parekh Anand J. Parekh Chairman Managing Director Jt. Managing Director (DIN: 00512415) (DIN: 00500328) (DIN: 00500384)

Sd/-

Sd/Sd/- Balveermal K. Singhvi Nehal M. Shah Director Director (DIN: 05321014) (DIN00020062)

Sangita S. Shingi Director (DIN: 06999605)

Sd/- Rajendra R. Mehta Chief Financial Officer

Sd/-

Shital M. Trivedi Company Secretary ICSI M. No.: A60855

AUDITED FINANCIAL STATEMENT

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31[ST] MARCH 2024

(Amount in Lakhs, unless otherwise stated)

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Notes For the year ended For the year ended
31-Mar-24 31-Mar-23
INCOME
Revenue from operations 24 7689.65 6943.68
Other income 25 167.09 118.57
Total income 7856.74 7062.25
EXPENSES
Cost of material consumed 26 3649.67 4024.59
Purchase of Trading Goods 24.71 14.15
Changes in inventories of finished goods, stock-in-trade and work-in-progress 27 175.16 -634.19
Manufacturing & Operating Costs 28 791.14 781.97
Employee benefits expense 29 731.52 660.91
Finance costs 30 150.96 201.26
Depreciation and amortization expense 1 364.40 354.27
Other expenses 31 489.06 421.59
Total expenses 6376.62 5824.53
Profit /(Loss) before tax 1480.12 1237.72
Income tax expense
Current tax 404.81 194.76
Deferred tax (28.14) (45.84)
Total income tax expense 376.67 148.92
Profit/(Loss) for the year 1103.45 1088.80
Other comprehensive income
Other comprehensive income not to be reclassified to profit or loss in subsequent
periods
Re-measurement gains/ (losses) on post employment defined benefit plan 13.63 4.22
Income tax effect (3.79) (4.53)
9.84 (0.31)
Fair valuation (loss)/gain adjustments on equity instruments designated as 2.28 5.20
FVTOCI
Income tax effect (0.63) (1.45)
1.64 3.75
Total other comprehensive income for the year 11.48 3.44
Earnings / (Loss) per share
Basic earnings /(loss) per share (INR) 10.39 10.25
Diluted earnings /(loss) per share (INR) 10.39 10.25
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Summary of significant accounting policies The accompanying notes are an integral part of the Financial Statements.

As per our report of even date

For JAIN CHOWDHARY & CO. Chartered Accountants. Firm Registration No. : 113267W

Sd/-

CA Hitesh Salecha Partner Membership No. : 147413

Date : May 24, 2024 Place : Ahmedabad

For and on behalf of Board of Directors of Mahalaxmi Rubtech Ltd.

Sd/-

Jeetmal B. Parekh Chairman (DIN: 00512415)

Rahul J. Parekh Anand J. Parekh Managing Director Jt. Managing Director (DIN: 00500328) (DIN: 00500384)

Sd/-

Sangita S. Shingi Director (DIN: 06999605)

Balveermal K. Singhvi Nehal M. Shah Director Director (DIN: 05321014) (DIN00020062)

Sd/-

Rajendra R. Mehta Chief Financial Officer

Shital M. Trivedi Company Secretary ICSI M. No.: A60855

M ahalaxmi R ubT ech L imited

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2024

(Amount in Lakhs, unless otherwise stated)

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For the year ended For the year ended
31-Mar-24 31-Mar-23
A. CASH FLOW FROM OPERATING ACTIVITIES:
Proft before exceptonal items and tax 1480.12 1237.72
Adjustments for:
Depreciaton and amortzaton expenses 364.40 354.27
Interest Paid 138.30 189.45
Interest Received (104.31) (69.79)
Provision of Gratuity 10.81 (81.53)
Net exchange diferences (8.97) (20.62)
Amortsaton of Deferred Income (13.39) (20.59)
(Gain)/ loss on Disposal of fxed assets (0.52) 0.00
Liabilites writen back (0.05) (4.46)
Bad Debts writen of 15.90 0.22
Provision for Impairment of Receivables 1.32 0.29
Operatng Proft before working capital changes 1883.61 1584.95
Changes in working capital
Adjustments for:
Decrease in inventories 256.40 (660.97)
Decrease in trade receivables (84.78) (159.00)
Decrease in other fnancial assets (78.66) 489.82
Decrease in other current assets 24.74 8.77
Decrease in non-current fnancial assets (3.00) 2.06
Decrease in non-current assets (99.19) 0.00
Increase in trade payables (230.94) (1436.76)
Increase in other current liabilites 73.22 58.29
Increase in non-current liabilites 112.45 0.00
Increase in other fnancial liabilites 22.61 11.36
Cash generated from operatons 1876.46 (101.48)
Net Income tax paid (211.63) (193.56)
Net cash fows used in operatng actvites (A) 1664.83 (295.04)
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment and intangible assets (285.06) (267.26)
Purchase of Investments (0.00) 0.00
Proceeds from sale/ disposal of fxed assets 3.60 0.00
Net withdrawal of /Investment in fxed deposits (652.22) 461.92
Interest Received 104.31 69.78
Dividend Received --- ---
Net cash fow from investng actvites (B) (829.37) 264.44
C. CASH FLOW FROM FINANCING ACTIVITIES:
-
Proceeds from long term borrowings (179.81) (552.93)
Proceeds from short-term borrowings (56.27) (11.94)
Interest paid (138.30) (189.44)
Net cash fow from fnancing actvites (C) (374.38) (754.31)
D. Net increase in cash and cash equivalents (A+B+C) 461.08 (784.91)
Cash and cash equivalents at the beginning of the year 483.56 36.57
On current accounts
E. Transferred Pursuant to Scheme of Arrangement (Refer Note No 47) --- 1231.90
Cash and cash equivalents at the end of the period 944.64 483.56
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Summary of significant accounting policies The accompanying notes are an integral part of the Financial Statements.

As per our report of even date

For JAIN CHOWDHARY & CO. Chartered Accountants. Firm Registration No. : 113267W

Sd/- CA Hitesh Salecha Partner Membership No. : 147413

Date : May 24, 2024 Place : Ahmedabad

For and on behalf of Board of Directors of Mahalaxmi Rubtech Ltd.

Sd/Sd/Sd/- Jeetmal B. Parekh Rahul J. Parekh Anand J. Parekh Chairman Managing Director Jt. Managing Director (DIN: 00512415) (DIN: 00500328) (DIN: 00500384)

Sd/Sd/Sd/- Sangita S. Shingi Balveermal K. Singhvi Nehal M. Shah Director Director Director (DIN: 06999605) (DIN: 05321014) (DIN00020062)

Sd/Sd/- Rajendra R. Mehta Shital M. Trivedi Chief Financial Officer Company Secretary ICSI M. No.: A60855

AUDITED FINANCIAL STATEMENT

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2024

(Amount in Lakhs, unless otherwise stated)

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Equity Reserve and surplus Items of OCI Total
Share Securities General Capital Retained Equity Other
Capital Premium Reserve Reserve earnings Instruments Comprehensive
through OCI Income
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	Equity Share Capital	Reserve and surplus	Reserve and surplus	Reserve and surplus	Reserve and surplus	Items of OCI	Items of OCI	Total
		Securites Premium	General Reserve	Capital Reserve	Retained earnings	Equity Instruments through OCI	Other Comprehensive Income

Balance as at April 1, 2022	1062.03	---	1470.63	15.00	5112.03	8.04	34.60	7702.32
Balance Transferred pursuant to Scheme of Arrangement(Refer Note No 47)	---	---	---	---	-4597.27	---	-38.56	4627.91
Balance as at April 1, 2022(Post Demerger)	1062.03	---	1470.63	15.00	514.76	8.04	3.96	3074.41
Proft for theyear	---	---	---	---	1088.80	---	---	1088.80
Other comprehensive income
Re-measurementgains/(Losses)onpost
employment defned beneftplans(Net of tax)	---	---	---	---	---	---	-0.31	-0.31
Fair Valuaton of Investments measured at
FVTOCI(Net of tax)	---	---	---	---	---	3.75	---	3.75
Add:Income tax of earlieryears	---	---	---	---	1.79	---	---	1.79
Balance As at 31 Mar, 2023	1062.03	0.00	1470.63	15.00	1605.35	11.79	3.65	4168.44
Balance As at April 1, 2023	1062.03	0.00	1470.63	15.00	1608.69	11.79	3.65	4171.78
Proft for theyear	---	---	---	---	1103.45	---	---	1103.45
Other comprehensive income
Re-measurement gains/ (Losses) on post employment defned beneftplans(Net of tax)							9.84	9.84
Fair Valuaton of Investments measured at
FVTOCI(Net of tax)	---	---	---	---	---	1.64	---	1.64
Add:Income tax of earlieryears	---	---	---	---	2.02	---	---	2.02
Balance As at 31st Mar ,2024	1062.03	0.00	1470.63	15.00	2714.16	13.43	13.49	5288.74

As per our report of even date

For JAIN CHOWDHARY & CO. Chartered Accountants. Firm Registration No. : 113267W

Sd/-

CA Hitesh Salecha Partner Membership No. : 147413

Date : May 24, 2024 Place : Ahmedabad

For and on behalf of Board of Directors of Mahalaxmi Rubtech Ltd.

Sd/-

Jeetmal B. Parekh Chairman (DIN: 00512415)

Rahul J. Parekh Managing Director (DIN: 00500328)

Anand J. Parekh Jt. Managing Director (DIN: 00500384)

Sd/-

Sangita S. Shingi Director (DIN: 06999605)

Balveermal K. Singhvi Nehal M. Shah Director Director (DIN: 05321014) (DIN00020062)

Sd/-

Rajendra R. Mehta Chief Financial Officer

Shital M. Trivedi Company Secretary ICSI M. No.: A60855

M ahalaxmi R ubT ech L imited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THEW YEAR ENDED 31 MARCH 2024

1 Property, plant and equipment

Tangible Assets

(Amount in Lakhs, unless otherwise stated)

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Carrying Amounts Freehold Building Plant & Electric Furniture Office Vehicles Total
Land Machinery Installation Fixtures Equipments
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Carrying Amounts	Freehold Land	Building	Plant & Machinery	Electric Installaton	Furniture Fixtures	Ofce Equipments	Vehicles	Total

Year ended March 31,2023
Gross carryingamount
Balance as at April 1,2022	1011.93	2690.07	9375.65	184.89	179.62	144.05	198.36	13784.57
Balance Transferred pursuant to Scheme of Arrangement(Refer Note No 47)	758.48	853.85	5543.27	39.64	31.98	57.57	69.94	7354.71
Balance as at April 1,2022(Post Demerger)	253.45	1836.22	3832.38	145.25	147.64	86.48	128.43	6429.86
Additons	---	---	292.02	---	---	17.10	---	309.12
Disposals	---	---	---	---	---	---	---	---
Classifed as held for sale	---	---	---	---	---	---	---	---
Gross carrying amount As at 31 Mar, 2023	253.45	1836.22	4124.40	145.25	147.64	103.59	128.43	6738.98
As at 31stMar,2024
Additons	---	---	76.75	---	---	157.60	3.41	237.76
Disposals	---	---	---	---	---	---	14.72	14.72
Classifed as held for sale	---	---	---	---	---	---	---	0.00
Other Adjustments	---	---	---	---	---	---	---	0.00
Gross carrying amount As at 31stMar,2024	253.45	1836.22	4201.15	145.25	147.64	261.19	117.12	6962.02
Accumulated Depreciaton/Amortsaton
Year ended March 31,2023
Balance as at April 1,2022	---	813.26	6298.69	116.29	118.68	102.89	130.20	7580.00
Balance Transferred pursuant to Scheme of Arrangement(Refer Note No 47)	---	246.70	3838.58	25.24	25.74	38.74	56.31	4231.30
Balance as at April 1,2022(Post Demerger)	---	566.55	2460.11	91.05	92.95	64.16	73.89	3348.70
Depreciaton For the Year	---	55.23	250.05	13.18	12.67	9.06	14.07	354.27
Deductons/Adjustments	---	---	---	---	---	---	---	---
Classifed as held for sale	---	---	---	---	---	---	---	---
Accumulated depreciaton As at 31st Mar, 2023	---	621.78	2710.17	104.22	105.62	73.21	87.96	3702.97
As at 31stMar,2024
Depreciaton For the Year	---	55.00	265.23	6.43	10.00	7.24	20.49	364.40
Deductons/Adjustments	---	---	---	---	---	---	11.64	11.64
Classifed as held for sale	---	---	---	---	---	---	---	---
Accumulated depreciaton As at 31stMar,2024	0.00	676.78	2975.39	110.66	115.62	80.46	96.82	4055.73
Net Carrying Amount
As at 31 Mar,2023	253.45	1214.44	1414.23	41.03	42.02	30.37	40.47	3036.01
As at 31stMar,2024	253.45	1159.44	1225.76	34.60	32.01	180.73	20.30	2906.30

2 Capital Work in Progress

2 Capital Work in Progress
	(Amount in Lakhs, unless otherwise stated)
Partcular	Amount in Capital Work in Progress as at 31.03.2024				Total
	Less than 1year	1-2years	2-3years	More than 3years
Projects inprogress	47.30	35.23	---	---	82.53
Projects temporarilysuspended	---	---	---	---	0

Partcular	Amount in Capital Work in Progress as at 31.03.2023				Total
	Less than 1year	1-2years	2-3years	More than 3years
Projects inprogress	35.23	---	---	---	35.23
Projects temporarilysuspended	---	---	---	---	0

AUDITED FINANCIAL STATEMENT

3 Financial Assets- Investments

(As valued , verified & certified by the management)

(Amount in Lakhs, unless otherwise stated)

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As at As at
31 March 2024 31 March 2023
Financial Assets carried at cost
Investment in equity instrument designated as at fair value through OCI
1 Investment in Associate Companies : (Unquoted)
700 (700) Equity Shares of Rahul Cal Chem Pvt. Ltd. of 100 each fully paid 5.50 4.93 685 (685) Equity Shares of Mahalaxmi Calchem Pvt. Ltd. of 100 each fully paid 18.14 16.43
2 Investment in Others : (Unquoted )
1 (1) Share of The Social Co-op Bank Ltd. of ` 100 each fully paid up 0.00 0.00
TOTAL 23.64 21.36
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The details of aggregate of quoted and unquoted investment:

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----- Start of picture text -----

Particulars Book Value (In ) Market Value (In )
As at 31.03.2024 As at 31.03.2023 As at 31.03.2024 As at 31.03.2023
---- ---- ---- ----
Aggregate Quoted Investment
Aggregate Unquoted Investment 23.64 21.36 ---- ----
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4 Non-Current Financial assets - Others

(Unsecured and considered good)

(Amount in Lakhs, unless otherwise stated)

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As at As at
31 March 2024 31 March 2023
Margin Money with Banks 17.82 17.82
Security Deposits 3.24 0.24
Total 21.06 18.06
Other non-current assets (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Non Financial Assets (Unsecured and considered good)
Capital advance 99.19 ---
Total 99.19 ---
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5 Other non-current assets

6 Inventories

(As verified, valued & certified by management)

(Amount in Lakhs, unless otherwise stated)

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As at As at
31 March 2024 31 March 2023
Raw Materials 645.51 691.99
Finished Goods 495.29 843.33
Semi-finished Goods 424.90 252.30
Trading Goods 0.32 0.03
Fents, Rags & Scrap 0.00 0.00
Stores, Spares & Consumables 75.49 110.25
Total 1641.51 1897.90
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M ahalaxmi R ubT ech L imited

(Amount in Lakhs, unless otherwise stated)

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7 Trade receivable (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
(a) Trade Receivables considered Good -Secured --- ---
(b) Trade Receivables considered Good -Unsecured 947.83 871.31
(c) Trade Receivables which have signifcant increase in credit risk 1.32 0.29
(d) Trade Receivables credit impaired --- ---
949.15 871.60
Less:- Provision for Doubtul Trade receivables 1.32 0.29
Total Trade Receivables (Billed) 947.83 871.31
Trade Receivable-Unbilled -Jobwork Accrued --- ---
Total Trade Receivables 947.83 871.31
Trade Recceivables includes dues from :
Related Partes --- 2.18
--- 2.18
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Trade Receivables Ageing Schedule:

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Particulars Outstanding for following periods as at 31.03.2024
Less than 6 6 months to 1-2 years 2-3 years More than Total
months year 1Year 3 years
(i) Undisputed Trade receivables – 938.83 8.93 0.07 - --- 947.83
considered good
(ii) Undisputed Trade Receivables – which - - - - - -
have signifcant increase in credit risk
(iii) Undisputed Trade receivables – Credit --- --- --- --- 1.32 1.32
Impaired
(iv) Disputed Trade Receivables --- --- --- --- --- ---
considered doubtul
(v) Disputed Trade Receivables – which have --- --- --- --- --- ---
signifcant increase in credit risk
(vi) Disputed Trade receivables – Credit --- --- --- --- --- ---
Impaired
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Particulars Outstanding for following periods as at 31.03.2023
Less than 6 6 months to 1-2 years 2-3 years More than Total
months year 1Year 3 years
(i) Undisputed Trade receivables – 861.16 10.15 --- --- --- 871.31
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Partculars	Outstanding for following periods as at 31.03.2023	Outstanding for following periods as at 31.03.2023	Outstanding for following periods as at 31.03.2023	Outstanding for following periods as at 31.03.2023	Outstanding for following periods as at 31.03.2023	Outstanding for following periods as at 31.03.2023
	Less than 6 months year	6 months to 1Year	1-2 years	2-3 years	More than 3 years	Total
(i) Undisputed Trade receivables –	861.16	10.15	---	---	---	871.31
considered good
(ii) Undisputed Trade Receivables – which have signifcant increase in credit risk	---	---	---	---	---	---
(iii) Undisputed Trade receivables – Credit Impaired	---		---	---	0.29	0.29
(iv) Disputed Trade Receivables considered doubtul	---	---	---	---	---	---
(v) Disputed Trade Receivables – which have signifcant increase in credit risk	---	---	---	---	---	---
(vi) Disputed Trade receivables – Credit Impaired	---	---	---	---	---	---

(Amount in Lakhs, unless otherwise stated)

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As at As at
31 March 2024 31 March 2023
Balances with banks
On current accounts 188.16 97.22
In Fixed deposit with maturity for less than 3 months 749.99 381.44
Cash on hand 6.49 4.90
Total cash and cash equivalents 944.64 483.56
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8 Cash and cash equivalents

AUDITED FINANCIAL STATEMENT

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9 Bank balances other than Cash and cash equivalent (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
In Fixed deposit with maturity for more than 3 months but less than 12 months from 52.27 52.27
balance sheet date
Balances with Banks held as margin money 0.71 0.71
In Fixed deposit with maturity more than 12 months 1192.06 539.86
Earmarked Balance with banks (pertaining to dividend accounts with banks) --- ---
Total 1245.04 592.84
10 Current Financial assets - Others (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Export Benefit Receivable 54.03 34.90
Accrued Income 88.99 29.44
Total 143.02 64.34
11 Other current assets (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Prepaid Expenses 9.29 28.00
Advance to employees 4.82 1.31
Balance with Statutory Authorities 89.96 94.15
Others 64.26 69.61
Total 168.33 193.07
12 Equity Share Capital (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Authorized
25000000 (25000000) Equity Shares of 10 each 2500.00 2500.00 Less : Transfer of Authorised Share Capital pursuant to Scheme of Arrangement(Refer 1400.00 1400.00 Note No 47) Closing Balance 1100.00 1100.00 Issued, subscribed and paid up 10620275 (10620275) Equity Shares of 10 each fully paid 1062.03 1062.03
Total 1062.03 1062.03
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(a) Reconciliation of equity Shares outstanding at the beginning and at the end of the year

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As At 31-03-2024 As At 31-03-2021 As At 31-03-2024 As At 31-03-2021
No. of Shares No. of Shares Amount Amount
Outstanding at the beginning of the 10620275 10620275 1062.03 1062.03
year
Add: Issued during the year -- -- -- --
Less: Bought back during the year -- -- -- --
Outstanding at the end of the year 10620275 10620275 1062.03 1062.03
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(b) Rights, preferences and restrictions attached to Shares

The Company has only one class of Equity Shares having a par value of ` 10/- per share. Each of holder of Equity Share is entitled to one Vote per Share. The Company declares and pays Dividend in Indian Rupees. The Dividend proposed by the Board of Director is subject to approval of Shareholder in AGM. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the Company , after distribution of all preferential amounts, in proportion of their Shareholding. However, no such preferential amounts exist currently.

M ahalaxmi R ubT ech L imited

(c) Details of Shares held by Shareholders holding more than 5% of the aggregate Shares in the Company

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Name of the Shareholder As at 31 March 2024 As at 31 March 2023
Number % of holding Number % of holding
of Shares in the class of Shares in the class
Jeetmal B. Parekh 1289513 12.14% 1289513 12.14%
Rahul J. Parekh 1837710 17.30% 1837710 17.30%
Kamlaben J. Parekh 545000 5.13% 545000 5.13%
Anand J. Parekh 1705676 16.06% 1705676 16.06%
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(d) The movement of Equity Shares during 5 years preceding to year ended March 31, 2024

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31-03-2024 31-03-2023
Equity shares movement during 5 years preceding March 31, 2024
1. No. of Equity Shares alloted as fully paid-up without payment being received in cash Nil Nil
2. No. of Equity Shares issued as bonus shares Nil Nil
3. No. of Equity shares extinguished on buy-back (2700000 Equity Shares on 27.10.2021) 2700000 2700000
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(e) Details of Shareholding of Promoters at the end of the year as follows :

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S. Shares held by promoters at the end of the Equity Shares held by Equity Shares held by % Change
No year promoterqs at the end of promoters at the end of during the
March 31, 2024 March 31, 2021 year
Promoter name No. of Shares %of total No. of Shares % of total
(in Lakhs) Shares (in Lakhs) Shares
1 "Rahul Jeetmal Parekh 1837710 17.30 1837710 17.30 ---
2 "Anand Jeetmal Parekh 1705676 16.06 1705676 16.06 ---
3 "Jeetmal Bhoorchand Parekh 1289513 12.14 1289513 12.14 ---
4 "Kamladevi Jeetmal Parekh 545000 5.13 545000 5.13 ---
5 "Ratna Rahul Parekh 256535 2.42 256535 2.42 ---
6 Jeetmal Bhoorchand (HUF) 129934 1.22 129934 1.22 ---
7 "Jeetmal Rahulkumar (HUF) 67026 0.63 67026 0.63 ---
8 "Yashovardhan Rahul Parekh 61596 0.58 61596 0.58 ---
9 "Rohan Anand Parekh 416260 3.92 416260 3.92 ---
10 Jeetmal Prithviraj Parekh (HUF) 10250 0.10 10250 0.10 ---
11 Atul Jain 2000 0.02 2000 0.02 ---
12 "Rahul Calchem Pvt Ltd 206094 1.94 206094 1.94 ---
13 Mahalaxmi Calchem Private Limited 168196 1.58 168196 1.58 ---
14 "Anand Chem Industries Pvt Ltd 94195 0.89 94195 0.89 ---
15 Heena Agriculture Private Limited 68344 0.64 68344 0.64 ---
16 Ashita Mercantile Private Limited 23862 0.22 23862 0.22 ---
Total 6882191 64.80 6882191 64.80 ---
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AUDITED FINANCIAL STATEMENT

(Amount in Lakhs, unless otherwise stated)

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13 Other Equity (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
(a) General reserve
Opening balance 1470.63 1470.63
Addition during the year --- ---
Closing balance 1470.63 1470.63
(b) Capital Reserve
Opening balance 15.00 15.00
Addition during the year --- ---
Closing balance 15.00 15.00
(c ) Retained Earnings
Opening balance 1608.69 5112.03
Add: Net profit for the year 1103.45 1088.80
Less: Transfer as per Scheme ( Refer Note No 47) (4597.27)
Less: Income Tax of eariler years (2.02) (1.79)
Closing balance 2714.16 1605.35
(d ) Equity Instruments through OCI
Opening Balance 11.79 8.04
For The Year (net of Tax) 1.64 3.75
13.43 11.79
( e) Other items of Other Comprehensive Income
Opening balance 3.65 3.96
Re-measurement gain/(loss) on defined benefit plans (net of tax) 9.84 -0.31
Closing balance 13.49 3.65
Total Other Equity 4226.71 3106.41
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Notes

The description of the nature and purpose of each reserve within equity is as follows:-

1 General Reserve:-

General Reserve is a free Reserve created by the Company by transfer from Retained earnings of the Company for appropriation purposes.

2 Capital Reserve:-

Capital Reserve was created for Capital Subsidy received by the Company from State Government Authority.

3 Equity Instrument through OCI:-

The Company has elected to recognise changes in the fair value of certain investment in equity instrument in other comprehensive income. This amount will be reclassified to retained earnings on derecognition of equity instrument.

4 Other Items of other Comprehensive Income:-

The Acturial Gain (net of tax) on defined benefit plan due to Change in Demographic Assumptions,Financial Assumption and Experience has been recognised in other Comprehensive Income.

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Non-Current Borrowings (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Secured
Term Loans
From Banks 62.30 267.19
From Others 43.69 ---
Total (A) 105.99 267.19
Unsecured
Loan from Related Parties(Refer note on related parties) 189.65 208.25
Other Loans --- ---
Total (B) 189.65 208.25
TOTAL (A+B) 295.63 475.44
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14 Non-Current Borrowings

M ahalaxmi R ubT ech L imited

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15 Provisions (Non Current) (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Provision for Gratuity 96.29 28.11
Total 96.29 28.11
16 Deferred Tax Liabilities (Net) (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Deferred Tax Liability
Fixed Assets: Impact of difference between tax depreciation and depreciation charges 100.43 109.80
to financial reporting.
Fair Valuation Gain on Investments 3.18 2.55
103.61 112.34
Deferred Tax Asset:
Employees retirement benefits charged to statement of profit & loss but allowed for 42.11 23.34
tax on payment basis.
Remeasurements of defined benefit plans -8.76 -8.31
33.35 15.02
Deferred Tax Liabilities (Net) 70.26 97.32
17 Other Non- current Liabilities (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Deferred Income for Capital Subsidy 31.49 38.05
Deferred Income for EPCG Liabilty 5.81 12.64
Others 0.00 0.00
Total Non-Current Liabilities 37.30 50.69
18 Short -Term Borrowings (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Secured
Loan repayble on Demand
(a) From Banks
Cash Credit 1031.66 1110.13
Overdraft 79.82 110.76
(b) From Others --- ---
Current Maturities of long term debts 195.80 142.65
Total 1307.27 1363.55
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Note

1 Cash Credit, Foreign Bills Purchase and Export packing Credit facilities are secured by way of hypothecation of stock, book debts, plant & machineries & other movables and equitable mortgage of land and buildings and further secured by personal guarantee of promoter directors and overdraft is secured by way of pledge of fixed deposit receipts of the company.
2 Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

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19 Trade Payables (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Trade Payables
Payable to Related Parties (Refer Note No.43) --- ---
Payable to Others 565.64 796.64
Total Trade Payables 565.64 796.64
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AUDITED FINANCIAL STATEMENT

Trade Payble Ageing Schedule

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Particulars Outstanding for following periods from
due date of payment 31.03.2024
Less than 1 1-2 years 2-3 years More than Total
year 3 years
(i) Undisputed dues-MSME 70.78 70.78
(ii) Undisputed dues - Others 449.80 17.23 1.76 26.07 494.86
(iii) Disputed dues – MSME --- --- --- --- ---
(iv) Disputed dues - Others --- --- --- --- ---
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Particulars Outstanding for following periods from
due date of payment 31.03.2023
Less than 1 1-2 years 2-3 years More than Total
year 3 years
(i) Undisputed dues-MSME 74.19 74.19
(ii) Undisputed dues - Others 669.85 16.95 20.75 14.90 722.45
(iii) Disputed dues – MSME --- --- --- --- ---
(iv) Disputed dues - Others --- --- --- --- ---
20 Other financial liabilities (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Salary & Wages Payable 88.09 76.31
Other Outstanding Expenses 37.35 26.52
Total 125.44 102.83
21 Other current liabilities (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Advances from Customers 177.55 89.18
Security Deposit
Statutory Duties & Taxes 12.71 27.85
Total 190.26 117.04
22 Short Term Provisions (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Provision For Gratuity 55.08 13.62
55.08 13.62
23 Current tax liabilities (net) (Amount in Lakhs, unless otherwise stated)
As at As at
31 March 2024 31 March 2023
Opening Balance --- 0.63
Current Tax Provision for the year 404.81 194.76
Less: Advance Tax paid (including TDS & TCS) 213.65 195.39
191.16 ---
24 Revenue from operations (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Sales 7582.49 6870.72
Job Work Charges 26.18 29.18
Other Operating revenue 0.00 0.00
Export Entitlement Benefits 80.98 43.78
Total revenue from operations 7689.65 6943.68
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M ahalaxmi R ubT ech L imited

(Amount in Lakhs, unless otherwise stated)

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25 Other income (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Exchange Rate Fluctuation 8.97 20.62
Sale of Scrap 12.75 1.64
Interest Received 104.31 69.79
Liability Written Back 0.05 4.46
Vatav Kasar 0.70 0.04
Profit on Sale/disposal of Fixed Assets 0.52 0.00
Amortisation of Deferred Income under EPCG Scheme 6.82 6.82
Amortisation of Deferred Income (Capital Subsidy) 6.56 13.77
Rent Income 1.32 1.32
Solar Generation 0.92 0.00
Claim 24.18 0.11
Total 167.09 118.57
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26 Cost of raw material consumed (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Raw Material Consumed:
Opening Stock 691.99 685.90
Add: Purchases 3603.20 4030.68
Less: Closing Stock 645.51 691.99
Cost of raw material consumed 3649.67 4024.59
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(Amount in Lakhs, unless otherwise stated)

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27 Changes in inventories (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Inventories at the beginning of the year
Finished Goods 843.33 354.99
Semi Finished Goods 252.30 106.12
Trading Goods 0.03 0.03
Fents, Rags & Scrap 0.00 0.34
1095.67 461.48
Less: Inventories at the end of the year
Finished Goods 495.29 843.33
Semi Finished Goods 424.90 252.30
Trading Goods 0.32 0.03
Fents, Rags & Scrap 0.00 0.00
920.51 1095.67
Net decrease/ (increase) 175.16 -634.19
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28 Manufacturing & Operating Cost (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Stores,Spares & Maintenance Expenses 267.92 212.73
Job Charges Paid 4.89 136.88
Power & Fuel Expenses 482.39 403.88
Laboratory Expenses 2.09 1.62
Freight, Clearing & Forwarding Expenses 31.46 26.86
Pollution Control Expenses 2.40 ---
791.14 781.97
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AUDITED FINANCIAL STATEMENT
29 Employee benefits expense (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Salaries, Wages, Bonus and Other Allowances 659.16 612.09
Gratuity 14.25 8.07
Contribution to Provident Fund and ESI 16.00 13.13
Employees' Welfare Expenses 42.11 27.62
Total 731.52 660.91
30 Finance costs (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Interest 138.30 189.45
Processing Fees & Stamping Charges 0.00 2.39
Bank Commission & Charges 12.67 9.41
Total 150.96 201.26
31 Other expenses (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
E.C.G.C. Premium 2.20 1.79
Telecommunication Expenses 3.87 3.08
General Expenses 7.77 2.82
Insurance Premium 29.55 28.16
Advertisement Expenses 4.01 3.22
Audit Fees 2.00 3.50
Corporate Social Responsibility Expenses 15.00 14.50
Car Expenses 8.89 9.42
Packing Materials Expenses 117.37 104.13
Legal & Consulting Expenses 45.94 49.87
Postage & Courier Expenses 1.64 1.23
Rent, Rates and Taxes 2.57 4.99
Loss on Sale of Fixed Assets 0.00 0.00
Bus & Truck Expenses 8.93 8.72
Miscellaneous Expenses 33.75 110.36
Amortisation of Leasehold Land 0.00 0.00
Clearing & Forwarding Expense 60.29 0.00
Export Freight 2.64 6.91
Commission Expenses 43.55 36.67
Travelling Expenses 42.92 0.00
Factory Expenses 2.31 1.27
Bad Debts written off 15.90 0.22
Printing & Stationery Expenses 5.82 6.95
Provision for impairment of Debtors 1.03 -0.11
Exhibition Expenses 31.10 23.89
Total 489.06 421.59
32 Note : The following is the break-up of Auditors remuneration (Amount in Lakhs, unless otherwise stated)
For the year ended For the year ended
31.03.2024 31.03.2023
Statutory Audit Fee 2.00 3.25
For Others (Reports, Certfcates, etc.) 0.90 0.96
Total 2.90 4.21
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M ahalaxmi R ubT ech L imited

33 (a) Financial Instruments by Category

(a) The carrying values and fair values of financial instruments at the end of each reporting periods is as follows:

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As at 31 Mar, 2024 As at 31 Mar, 2023
At FVTOCI Amortised Cost At FVTOCI Amortised Cost
Assets:
Investments (Non Current) 23.64 21.36
Other Financial Non- current assets 21.06 18.06
Trade Receivables 947.83 871
Cash & Cash Equivalents 944.64 484
Other Bank Balance 1245.04 593
Loan --- ---
Other Financial current assets 143.02 64
Total 23.64 3301.58 21.36 2030.11
Liabilities:
Borrowings 295.63 475.44
Borrowings (Current) 1307.27 1363.55
Trade Payables 565.64 796.64
Other Financial Liabilities (Current) 125.44 102.83
Total 2293.99 2738.46
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(b) Fair Value Measurement

(i) Fair Value hierarchy

Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2- Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3- Input for the assets or liabilities that are not based on observable market data (unobservable inputs)

(ii) The following table presents fair value hierarchy of assets and liabilities measured at fair value:

As 31[st] March 2024

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Particulars Fair Value Fair value measurement using
Level 1 Level 2 Level 3
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Partculars	Fair Value	Fair value measurement using	Fair value measurement using	Fair value measurement using
		Level 1	Level 2	Level 3

Long terms Investments
As at 31 Mar, 2024
Fair values through OCI	23.64		23.64
As at 31 Mar, 2023
Fair values through OCI	21.36		21.36

34 The details of Contingent Liabilities and Commitments (to the extent not provided for):

(Amt. in Lakhs, Unless otherwise stated)

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Particulars As at As at
31 March 2024 31 March 2023
A Contingent Liabilities:
1 Outstanding Bank Guarantee 40.43 40.43
2 Corporate Gurantee to the bankers on Behalf of Subsidiaries for facilities 1750.00 1750.00
availed by them
B Commitments:
1 Estimated amount of capital contacts (including covered by Letter of 365.32 25.20
Credit remaining to be executed on capital account not provided for (Net
of Advances)
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AUDITED FINANCIAL STATEMENT

35 Amortisation of Intangible assets

Not Applicable

36 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 (‘Act), a company , meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are Healthcare including Preventive healthcare, providing Safe drinking water, sanitation facility, promoting education , Old Age Home maintenance, Environmental sustainability and promotion and development of traditional art and handicrafts. A CSR committee has been formed by the company as per the Act. The funds were primilarly allocated to a corpus and utilised through the year on these activities which are specified in Schedule VIIof the Companies Act, 2013.

a) Gross Amount required to be spent by the company during the year is ` 14.89 Lakhs. ( P.Y. 13.79 Lakhs)
b) Amount spent during the year ` 15.00 Lakhs ( PY 14.50 Lakhs)
c) Shortfall at the end of the year - Nil
d) Total of Previous years shortfall - Nil
e) Reason for shortfall-Not Applicable
f) Nature of CSR Activities- Education,Medical Relief and advancement of any other object of General public utility

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(Amt. in Lakhs, Unless otherwise stated)
The amount expended are as follows: 2023-24 2022-23
a) Construction / acquisition of any asset -- --
b) For purposes other than (a) above 15.00 14.50
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37 Based on review carried out as on 31.03.2024, impairment loss is provided for as per Indian Accounting Standard 36 on “Impairment of Assets”.

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38 Calculation of Earning per Share (Amt. in Lakhs, Unless otherwise stated)
Earning per Share AS AT AS AT
March 31, 2024 March 31, 2023
Net Profit after Tax 1103.45 1088.80 Nominal Value of equity share 10 10
Weighted average number of equity Shares Nos.
- for Basic EPS 10620275 10620275
- for Diluted EPS 10620275 10620275
Basic EPS 10.39 10.25 Diluted EPS 10.39 10.25
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39 The outstanding amount of ` 70.78 (74.19) Lakhs due to those Micro and Small Enterprises who have reported to the company as Micro and Small Enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME). However, in the considered view of the management and as relied upon by the auditors, impact of interest, if any that may be payable in accordance with the provisions of this Act is not expected to be material.

40 Related Party Transactions:

As per Indian Accounting Standard 24, Related Party Disclosure is as under:

(a) List of Related Parties with whom transactions have taken place during the year and relationship:

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Name of the Related Party Relationship
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Name of the Related Party	Relatonship

Globale Tessile Private Limited	Associate
Mahalaxmi Exports Private Limited	Associate
Shah Jeetmal Champalal	Associate
Mahalaxmi Cal Chem Pvt. Ltd	Associate
Anand Chem Industries Pvt. Ltd.	Associate
Mahalaxmi Exports	Associate

M ahalaxmi R ubT ech L imited

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Name of the Related Party Relationship
Rahul Textile Associate
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Name of the Related Party	Relatonship
Rahul Textle	Associate
Parekh Dye Chem Corporaton	Associate
Jeetmal B Parekh	KeyManagerial Personnel
Rahul J Parekh	KeyManagerial Personnel
Anand J. Parekh	KeyManagerial Personnel
Rajendra R Mehta	KeyManagerial Personnel
Kevin Dhruve	KeyManagerial Personnel
Mohit R Mehta	Relatve of KeyManagerial Personnel
Yashovardhan R Parekh	Relatve of KeyManagerial Personnel
Sheetal Mistry	KeyManagerial Personnel

Transactions during the year ended March 31,2024 with Related Parties:

Transactons during the year ended March 31,2024 with Related Partes:	Transactons during the year ended March 31,2024 with Related Partes:	Transactons during the year ended March 31,2024 with Related Partes:	Transactons during the year ended March 31,2024 with Related Partes:
(Amount in Lakhs,unless otherwise stated)
Nature of Transacton	Associate	Key Managerial Personnel	Relatve of KMP
Rentpaid
Shah Jeetmal Champalal	0.12
	0.12	---	---
Rent Received
Globale Tessile Private Limited	0.12
	0.12	---	---
Salary Paid
Rahul Jeetmal Parekh(IncludingPerquisites)		24.32
Anand Jeetmal Parekh(IncludingPerquisites)		24.32
Rajendra R Mehta		15.60
Yashovardhan R Parekh		16.00
Shital Mistry		4.72
	---	84.96	---
Sales
Mahalaxmi Fabric Mills. Ltd.	24.87
Globale Tessile Pvt. Ltd.	17.16
	42.03	---	---
Professional Fees Paid
Mohit R Mehta			2.40
	---	---	2.40
Interest Paid
Jeetmal B Parekh		2.42
Rahul J Parekh		1.69
Anand J Parekh		0.19
	---	4.30	---
Loan taken
Globale Tessile Pvt. Ltd.	55.00
Mahalaxmi Fabric Mills Ltd.	175.50
Mahalaxmi Exports Pvt. Ltd.	175.50
	406.00	---	---
Loan Repaid
Jeetmal B Parekh		110.00
Rahul J Parekh		67.47
Mahalaxmi Exports Pvt. Ltd.	75.50
Mahalaxmi Fabric Mills Ltd.	293.50
	369.00	177.47	---

AUDITED FINANCIAL STATEMENT

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(Amount in Lakhs, unless otherwise stated)
Nature of Transaction Associate Key Managerial Relative of KMP
Personnel
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Nature of Transacton	Associate	Key Managerial Personnel	Relatve of KMP

Outstandings
Loans Taken
Jeetmal B Parekh		29.81
Rahul J Parekh		1.52
Anand J Parekh		3.32
Globale Tessile Pvt. Ltd.		55.00
Mahalaxmi Exportsprivate Limited	100.00
	100.00	89.65	---
Investments(Unquoted)
ClosingBalance
Rahul Cal Chem Pvt. Ltd.	5.50
Mahalaxmi Cal Chem Pvt. Ltd.	18.14
	23.64	---	---
Corporate Guarantee
Mahalaxmi Exports Pvt. Ltd.	1750.00
	1750.00	---	---

Notes

Gurantees and extension of Equitable Mortgage of properties of company provided to the lender of the subsidiaries are for availing working capital facilites from the lender banks.

(b) Transactions during the year ended March 31,2023 with Related Parties:

Transactons during the year ended March 31,2023 with Related Partes:	Transactons during the year ended March 31,2023 with Related Partes:	Transactons during the year ended March 31,2023 with Related Partes:	Transactons during the year ended March 31,2023 with Related Partes:
(Amount in Lakhs,unless otherwise stated)
Nature of Transacton	Associate	Key Managerial Personnel	Relatve of KMP
Rentpaid
Shah Jeetmal Champalal	0.12
	0.12	---	---
Rent Received
Globale Tessile Private Limited	0.12
	0.12	---	---
Management Training Expenses
Yashovardhan R Parekh			28.94
	---	---	28.94
Remuneraton Paid
Rahul Jeetmal Parekh(IncludingPerquisites)		18.32
Anand Jeetmal Parekh(IncludingPerquisites)		18.32
Rajendra R Mehta		15.60
Yashovardhan R Parekh		0.00	2.00
Shital Mistry		3.95
	---	56.20	2.00
Sales
Mahalaxmi Exports Pvt. Ltd.	17.90
Mahalaxmi Exports	51.21
Globale Tessile Pvt. Ltd.	0.62
	51.21	---	---
Professional Fees Paid
Mohit R Mehta			2.40
	---	---	2.40
Interest Received
Globale Tessile Pvt. Ltd.	8.53
Mahalaxmi Exports Pvt. Ltd.	9.33

M ahalaxmi R ubT ech L imited

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(Amount in Lakhs, unless otherwise stated)
Nature of Transaction Associate Key Managerial Relative of KMP
Personnel
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Nature of Transacton	Associate	Key Managerial Personnel	Relatve of KMP

	17.86	---	---
Interest Paid
Jeetmal B Parekh		4.64
Rahul J Parekh		5.55
Anand J Parekh		1.76
	---	11.95	---
Loan taken
Jeetmal B Parekh		100.00
Rahul J Parekh
Anand J Parekh
	---	100.00	---
Loan Repaid
Jeetmal B Parekh		150.00
Rahul J Parekh		98.65
Anand J Parekh		140.00
	---	388.65	---
Advance Given
Globale Tessile Pvt. Ltd.	95.00
Mahalaxmi Exports Pvt. Ltd.	380.00
	475.00	---	---
Advance Recovered
Mahalaxmi Exports Pvt. Ltd.	422.00
Globale Tessile Pvt. Ltd.	355.00
	777.00	---	---
Corporate Guaranteegiven to banks
Mahalaxmi Exports Pvt. Ltd.	1200.00
	1,200.00	---	---
Outstandings
Receivables
Mahalaxmi Fabric Mills Ltd.	2.18	---
	2.18	---	---
Loan taken
Jeetmal B Parekh	137.63
Rahul J Parekh	67.47
Anand J Parekh	3.15
	208.25	---	---
Investments(Unquoted)
ClosingBalance
Rahul Cal Chem Pvt. Ltd.	4.93
Mahalaxmi Cal Chem Pvt. Ltd.	16.43
	21.36	---	---
Corporate Guarantees
Mahalaxmi Exports Pvt. Ltd.	1750.00
	1,750.00	---	---

Notes

Guarantee and extension of Equitable Mortgage of properties of company provided to the lender of the subsidiaries are for availing working capital facilites from the lender banks.

AUDITED FINANCIAL STATEMENT

41 Derivatives Instruments:

(a) Derivatives outstanding as at the Balance Sheet Date:

AUDITED FINANCIAL STATEMENT atves Instruments: Derivatves outstanding as at the Balance Sheet Date:	AUDITED FINANCIAL STATEMENT atves Instruments: Derivatves outstanding as at the Balance Sheet Date:	AUDITED FINANCIAL STATEMENT atves Instruments: Derivatves outstanding as at the Balance Sheet Date:	AUDITED FINANCIAL STATEMENT atves Instruments: Derivatves outstanding as at the Balance Sheet Date:	AUDITED FINANCIAL STATEMENT atves Instruments: Derivatves outstanding as at the Balance Sheet Date:
(Amount in Lakhs, unless otherwise stated)
Currency	Exposure to	No. of	As at theyear ended
	Buy / Sell	Contracts	`Lacs	Foreign Currency
USD	NIL	NIL	NIL	NIL

(b) Foreign currency exposure at the year end not hedged by derivative instruments:

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Particulars As at 31/03/2024 As at 31/03/2021
Payable against import of goods & services
Rupees in Lakhs 21 19
US Dollar 24131 23000
GBP --- ---
CHF --- ---
Euro 1050 ---
Advance payment to suppliers and for expenses
Rupees in Lacs --- ---
Euro --- ---
US Dollar --- ---
Receivable against export of goods and services
Rupees in Lacs 100 103
US Dollar 55429 2697
Euro 59984 113122
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The Company entered in to derivative contracts strictly for hedging purposes only and not for trading or speculation purposes.

42 Disclosure pursuant to Accounting Standard-17 “Segment Reporting”:

NOT APPLICABLE (Refer Note no 50)

43 Reconciliation of opening and closing balances of Defined Benefit Obligation

(Amount in Lakhs, unless otherwise stated)

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Gratuity (Non-Funded)
2023-24 2022-23
Defined Benefit obligation at beginning of year 167.76 158.00
Current Service Cost 10.10 20.34
Interest Cost 4.15 10.79
Past Service Cost 0.00 0.00
Actuarial (gain)/loss 13.63 (16.29)
Benefits paid (115.89) (5.09)
Defined Benefit obligation at year end 79.75 167.76
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Reconciliation of opening and closing balances of fair value of Plan Assets

(Amount in Lakhs, unless otherwise stated)

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Gratuity (Non-Funded)
2023-24 2022-23
Fair value of Plan assets at beginning of year --- ---
Expected return on plan assets --- ---
Actuarial gain/loss --- ---
Employer contribution --- ---
Benefits paid --- ---
Fair value of Plan assets at year end --- ---
Actual return on plan assets --- ---
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M ahalaxmi R ubT ech L imited

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Reconciliation of fair value of assets and obligations
As at 31.03.24 As at 31.03.23
Fair value of Plan assets --- ---
Present value of obligation 79.75 167.76
Amount recognised in Balance Sheet 79.75 167.76
Expenses recognised in Profit & Loss A/c
2023-24 2022-23
Current Service Cost 10.10 20.34
Interest Cost 4.15 10.79
Past Service Cost 0.00 0.00
Expected return on Plan assets 0.00 0.00
NET COST 14.25 31.13
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Expenses recognised in OCI

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2023-24 2022-23
Actuarial (gain)/loss 13.63 (16.29)
Total 13.63 (16.29)
Investment Details
31-03-24 31-03-23
GOI Securities - -
Public Securities - -
State Government Securities - -
Insurance Policies - -
Others (including bank balances) - -
Actuarial assumptions
Gratuity (Non-Funded)
2023-24 2022-23
Mortality Table(LIC)
Attrition Rate 2.00% 2.00%
Discount rate (per annum) 7.21% 7.50%
Expected rate of return on Plan Assets(per annum) N.A. N.A.
Rate of escalation in salary (Per Annum) 5.00% 5.00%
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44 Financial Risk Management

The principal financial assets of the Company include loans, trade and other receivables, and cash and bank balances that derive directly from its operations. The principal financial liabilities of the company, include loans and borrowings, trade and other payables and the main purpose of these financial liabilities is to finance the day to day operations of the company.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks and that advises on financial risks and the appropriate financial risk governance framework for the Company.

This note explains the risks which the company is exposed to and policies and framework adopted by the company to manage these risks:

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: foreign currency risk, interest rate risk, investment risk.

(i) Foreign currency risk

The company operates internationally and business is transacted in several currencies.

The export sales of company comprise around 38.17% of the total sales of the company, Further the company also imports certain assets and material from outside India. The exchange rate between the Indian rupee and foreign currencies has changed

AUDITED FINANCIAL STATEMENT

substantially in the future. Consequently the company is exposed to foreign currency risk and the results of the company may be affected as the rupee appreciates/ depreciates against foreign currencies. Foreign exchange risk arises from the future probable transactions and recognized assets and liabilities denominated in a currency other than company’s functional currency.

The company measures the risk through a forecast of highly probable foreign currency cash flows and manages its foreign currency risk by appropriately hedging the transactions. The Company uses a derivative financial instruments such as foreign exchange forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures.

The following table summarizes the company’s exposure foreign currency risk from financial instruments at the end of each reporting period:

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(Amount in Lakhs, unless otherwise stated)
Foreign Currency
EParticulars As at 31 Mar, 2024 As at 31 Mar, 2023
a) Exposure on account of Financial Assets
Trade receivables (net of bill discounted) (A)
In USD 55429.45 2696.95
In Euro 59983.66 364667.22
Amount hedged through forwards & options # (B)
In USD --- ---
In Euro --- ---
Net Exposure to Foreign Currency Assets (C=A-B)
In USD 55429.45 2696.95
In Euro 59983.66 364667.22
b) Exposure on account of Financial Liabilities
Trade Payables (D)
In USD 24130.9 23000
In Euro 1050 ---
In GBP --- ---
In CHF ---
Amount Hedged through forwards & options # (E)
In USD --- ---
In Euro --- ---
In CHF
Net Exposure to Foreign Currency Liabilities F=(D-E)
In USD 24130.9 23000
In Euro 1050 0
In GBP 0
In CHF 0 0
Net Exposure to Foreign Currency Assets/(Liability) (C-F)
In USD 31298.55 -20303.05
In Euro 58933.66 364667.22
In GBP 0.00
In CHF
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Foreign Currency Risk Sensitivity

The impact on the Company’s profit before tax due to changes in the fair value of monetary assets and liabilities including foreign currency derivatives on account of reasonably possible change in USD and Euro exchange rates (with all other variables held constant) will be as under:

M ahalaxmi R ubT ech L imited

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Particulars Net Impact on Profit before Tax
As at 31-Mar-24 As at 31-Mar-23
USD sensitivity
INR/USD -Increase by 5% 1.31 -0.83
INR/USD -Decrease by 5% -1.31 0.83
EURO sensitivity
INR/EURO -Increase by 5% 2.65 16.31
INR/EURO -Decrease by 5% -2.65 -16.31
CHF sensitivity
INR/EURO -Increase by 5% 0 ---
INR/EURO -Decrease by 5% 0 ---
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(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates.

As the Company has no significant interest-bearing assets, the income and operating cash flows are substantially independent of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates, which are included in interest bearing loans and borrowings in these financial statements. The company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

At the reporting date the interest rate profile of the Company’s interest bearing financial instrument is at its fair value:

Exposure to Interest Rate risk

The exposure of the Company's borrowing to interest rate changes at the end of the reporting period are as follows:

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(Amount in Lakhs, unless otherwise stated)
Particulars As at 31 Mar, 2024 As at 31 Mar, 2023
Long term debts from Banks and Financial Institutions 62.30 267.19
Current Maturities of long term debts 195.80 142.65
Unsecured Loan
- From Bank - -
- From Related Parties 189.65 208.25
Short term Borrowings from Banks 1031.66 1110.13
Overdraft from Bank 79.82 110.76
Total borrowings 1559.22 1838.99
% of Borrowings out of above bearing variable rate of interest 94.88% 93.98%
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Interest rate sensitivity

A change of 50 bps in interest rate would have following impact on Profit before tax

Interest rate sensitvity A change of 50 bps in interest rate would have following impact on Proft before tax	Interest rate sensitvity A change of 50 bps in interest rate would have following impact on Proft before tax	Interest rate sensitvity A change of 50 bps in interest rate would have following impact on Proft before tax
(Amount in Lakhs, unless otherwise stated)
Partculars	As at 31 Mar, 2024	As at 31 Mar, 2023
50 bps increase would decrease theproft before tax by	-7.40	-8.64
50 bps decrease would increase theproft before tax by	7.40	8.64

(iii) Investment Risk

The Company is exposed to equity price risk arising from equity investments.

The Company manages equity price risk by investing in fixed deposits/Fixed Maturity Plans. The Company does not actively trade equity investments. Protection principle is given high priority by limiting Company’s investments to fixed deposits/Fixed Maturity plans only.

AUDITED FINANCIAL STATEMENT

Liquidity Risk

The financial liabilities of the Company, other than derivatives, include loans and borrowings, trade and other payables. The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company monitors its risk of shortage of funds to meet the financial liabilities using a liquidity planning tool. The Company plans to maintain sufficient cash and deposits to meet the obligations as and when fall due.

The below is the detail of contractual maturities of the financial liabilities of the Company at the end of each reporting period:

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Particulars As at 31-Mar-24 As at 31-Mar-23
Borrowings
expiring within one year 1263.58 1363.55
expiring beyond one year 295.63 475.44
1559.22 1838.99
Trade Payables
expiring within one year 523.93 744.05
expiring beyond one year 45.06 52.60
568.99 796.64
Other Financial liabilities
expiring within one year 125.44 102.83
expiring beyond one year - -
125.44 102.83
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Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables which are typically unsecured. Credit risk on cash and bank balances is limited as the company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. Investments primarily include investment in liquid mutual fund units, bonds, fixed maturity plan etc. issued by institutions having proven track record. The Company’s credit risk in case of all other financial instruments is negligible.

The company assesses the credit risk for the overseas customers based on external credit ratings assigned by credit rating agencies. The company also assesses the creditworthiness of the customers internally to whom goods are sold on credit terms in the normal course of business. The credit limit of each customer is defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments to overseas customers are generally covered by ECGC.

The impairment analysis is performed on client to client basis for the debtors that are past due at the end of each reporting date. The company has not considered an allowance for doubtful debts in case of trade receivables that are past due but there has not been a significant change in the credit quality and the amounts are still considered recoverable.

The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables as disclosed at Note 8

Write off policy

The financial assets are written off, in case there is no reasonable expectation of recovering from the financial asset.

45 Capital Management

The capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the company. The primary objective of the company’s capital management is to maintain optimum capital structure to reduce cost of capital and to maximize the shareholder value.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants which otherwise would permit the banks to immediately call loans and borrowings. In order to maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

The Company monitors capital using a gearing ratio, which is net debt divided by total equity.

M ahalaxmi R ubT ech L imited

The Company’s gearing ratio was as follows:

(Amount in Lakhs)

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Particulars Financial Year ended Financial Year ended
31.03.2024 31.03.2023
Total Borrowings 1559.22 1838.99
Less: Cash and cash equivalents 944.64 483.56
Net debt 614.57 1355.43
Total equity 5285.39 4168.44
Gearing ratio 11.63% 32.52%
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Further, there have been no breaches in the financial covenants of any interest-bearing loans and borrowing during the year ended 31[st] March 2024.

46 Additional Regulatory Information

1 The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
2 The Company do not have any transactions with companies struck off.
3 The Company do not have any charges or satisfaction of charges which are yet to be registered with Registrar of Companies beyond the statutory period.
4 The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
5 The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
6 The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provision of the Income tax Act,1961)
7 The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or anyother relevant provision of the Income tax Act,1961)
8 Ratios (Continuing operations)

(Amount in Lakhs, unless otherwise stated)

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Sr Particular Numerator Denominator March March % of Reason for Variance of
No 31,2024 31,2023 Variance more than 25%
1 Current Ratio Current Asset Current Liabilities 2.09 1.71 21.80 ---
2 Debt-Equity Ratio Total Liabilities Shareholders 0.55 0.73 -24.71
Equity
3 Debt Service Earnings for Debt service 3.91 3.46 13.02 ---
Coverage Ratio debt service = = Interest &
Net profit after Lease Payments
taxes + Noncash + Principal
operating Repayments
expenses
4 Return on Equity Net Profits Shareholder’s 20.86 26.12 -20.14 ---
Ratio after taxes – Equity
Preference
Dividend (if any)
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AUDITED FINANCIAL STATEMENT

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----- Start of picture text -----

(Amount in Lakhs, unless otherwise stated)
Sr Particular Numerator Denominator March March % of Reason for Variance of
No 31,2024 31,2023 Variance more than 25%
5 Inventory Cost of goods Average 5.33 4.72 12.90
turnover ratio sold Inventory
6 Trade Net credit sales = Avg. Accounts 8.45 10.03 -15.70
Receivables Gross credit sales Receivable
turnover ratio - sales return
7 Trade payables Net credit Average Trade 8.23 10.20 -19.31
turnover ratio purchases = Payables
Gross credit
purchases -
purchase return
8 Net capital Net sales = Total Working capital = 2.90 4.06 -28.63 Due to increase in net
turnover ratio sales - sales Current assets – sales & decrease in
return Current liabilities working capital
9 Net profit ratio Net Profit Net sales = Total 14.35 15.68 -8.48
sales - sales
return
10 Return on Capital Earning before Capital 26.50 26.65 -0.56 ---
employed interest and Employed = Total
taxes Equity+Long
term Debt
11 Operating profit Earning before Revenue from 21.05 20.55 2.42 ---
Margin (%) interest and operations
taxes
12 Return on Net Total Net worth= Total 21.08 26.20 -19.54 ---
Worth (%) comprehensive Equity
income for the
year, net of tax
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47

The Hon’ble National Company Law Tribunal, Ahmedabad, Special Bench, Court-1, vide order No.:- C.P.(CAA)/57(AHM)2023 in C>A>(CAA)/47(AHM)2023, dated 04[th ] March, 2024, sanctioned the Scheme of Arrangements involving demerger between Mahalaxmi Rubtech Limited(MRT) (CIN:- L25190GJ1991PLC016327) (“Demerged Company”); Mahalaxmi Fabric Mills Private Limited (Formerly known as “ Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:- U17100GJ1991PTC015345) (“First Resulting Company”); and Globale Tessile Private Limited(GTPL) (CIN:- U17299GJ2017PTC098506) (“ Second Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).

Pursuant to the Scheme becoming effective :-

The First Resulting Company “Mahalaxmi Fabric Mills Private Limited” and Second resulting Company : Globale Tessile Private Limited” has been converted into Public Company.

The Traditional Textile Processing division and Wind Power Division being the First Demerged Undertaking and the Trading Textile division being the Second Demerged Undertaking have been transferred and vested, on a going concern basis, in Mahalaxmi Fabric Mills Limited and Globale Tessile Limited, respectively, with effect from 1[st ] April, 2022. i.e. the Appointed Date.

Accordingly, these Financial Statements comprise of financial information for the Residual Undertaking of the Demerged Company i.e. Rubber/Technical Textiles including Weaving Division only.

Traditional Textiles Segments have been transferred to and vested in the Resulting Companies. Hence from now onwards, there is only one segment and accordingly, the segment reporting is not applicable to the Company.

Mahalaxmi Exports Private Limited, has ceased to be the Wholly Owned Subsidiary Company of Mahalaxmi Rubtech Limited and has become the Wholly Owned Subsidiary Company of Mahalaxmi Fabric Mills Limited.

Globale Tessile Limited, has ceased to be the Wholly Owned Subsidiary Company of Mahalaxmi Rubtech Limited, due to cancellation of the entire issued, subscribed and paid-up Share Capital of Globale Tessile Private Limited.

M ahalaxmi R ubT ech L imited

All the Secured Loan including Term Loan, Cash Credit and Overdraft Facilities from Banks in the Demerged Undertakings and residual undertaking are secured by way of hypothecation of stock,’book debts, plant & machineries & other movables and equitable mortgage of land and buildings and further secured ‘by personal guarantee of promoter directors and overdraft is secured by way of pledge of fixed deposit receipts of the demerged company.

The borrowing limits and securities with Banks pertaining to the demerged undertakings are to be trasferred into the respective resulting companies as a going concern in pursuance of Scheme. The Bank is in process of reviewing and segregating and transfering of all credit facilities and securities to respective resulting companies in pursuance of Scheme.

In accordance with the Scheme, the Demerger of the Undertaking has been accounted for as prescribed by Ind AS 103 - Business Combinations. As per the requirements of Appendix C to Ind AS 103 - “ Business Combinations”, in respect of the Scheme, effect of the Demerger needs to be given in the accounts as if it had occured from the beginning of the preceding period in the standalone Financial Statements of the Company. Notwithstanding this, in accordance with the MCA circular dated 21[st ] August, 2019, the Company has considered the Appointed Date i.e. on 1[st ] April, 2022, as the date of the Demerger for the purpose of accounting. In accordance with the scheme, the demerger of undertakings has been accounted for as prescribed by Ind-AS 103 “ Business Combinations”. Accordingly, the accounting treatment has been given as under : All the Assets and liabilities of demerged undertakings as at 1[st ] April, 2022 have been transferred at their book value except Factory land of the 1[st ] Demerged undertaking at their fair market value in pursuance of the Scheme.

As per the Scheme of Arrangement Ms. Mahalaxmi Rubtech Limited ,Demerged Company has continued to manage operations of demerged undertakings. Hence the inter-se transaction between the demerged undertakings and resulting companies pertaining to operation of undertakings including inter se transactions of goods, assets,employees, funds, reimbursement of expenses etc till the scheme become effective and thereafter till the date of transfer of requisite permission/ Licenses, agreement in the name of resulting companies were carried on by the Demerged Company for and on account of, and in trust for resulting companies.

The Financial statements of previous year presented have been restated accordignly, to disclose the financial statements of the Company’s continuing business operations only by excluding the same of the demerged undertakings.

Discontinued Operations

The company vide the Scheme of arrangement (‘the Scheme’) demerged its Traditional Textile Processing undertaking and Wind Power Division simultaneously demerged the Trading Textile undertaking of the company with effect from 1[st ] April 2022. The Scheme has been sanctioned by the Hon’ble National Company Tribunal (Ahmedabad Special Bench) vide its Order dated 4[th ] March,2024

The Company has derecognised the net carrying value of assets of 46.25 Crores as on apponited date i.e. 1[st ] April,2022. Further,in accordance with the Scheme net amount of 46.25 Crores so derecognised has been adjusted against retained earning.

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Particulars Residual First Demerged Second Demerged Total of Demerged
Undertaking Undertaking Undertaking Company
(On a Standalone
Basis)
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Partculars	Residual Undertaking	First Demerged Undertaking	Second Demerged Undertaking	Total of Demerged Company
				(On a Standalone Basis)

ASSETS
Non Current Asset	312244173	379853141	---	692097314
Current Asset	327081721	493025368	292524770	1112631859
TOTAL ASSETS(A)	639325894	872878509	292524770	1804729173
LIABILITIES
Non-Current Liabilites	119226703	91754592	13160357	224141652
Current Liabilites	212408750	438902470	159044134	810355354
TOTAL LIABILITIES(B)	331635453	530657062	172204491	1034497006
Net carryingvalue of assets(A-B)	307690441	342221447	120320279	770232167

48 Notes forming part of the Financial Statements for the year ended 31 March 2024

A General Information

Mahalaxmi Rubtech Limited (the “Company”) is a listed public limited company domiciled in India and was incorporated on 25[th ] September, 1991 under the provisions of the Companies Act, 1956 applicable in India. Its registered office is located at 47, New Cloth market , Ahmedabad. The Company is primarily engaged in the business of manufacturing of traditional textile and technical textile products.

AUDITED FINANCIAL STATEMENT

B Significant accounting policies

Significant accounting policies adopted by the company are as under:

(a) Basis of Preparation of Financial Statements

(i) Statement of Compliance with Ind AS

These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

Accounting policies have been consistently applied to all the years presented except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

(ii) Basis of measurement

The financial statements have been prepared on a historical cost convention on accrual basis, except certain financial assets and liabilities measured at fair value.

(iii) Current and non current classification

All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle and other criteria set out in Schedule III to the Act.

(b) Use of estimates

The preparation of financial statements in conformity with Ind AS requires the management to make estimate and assumptions that affect the reported amount of assets and liabilities as at the Balance Sheet date, reported amount of revenue and expenses for the year and disclosures of contingent liabilities as at the Balance Sheet date. The estimates and assumptions used in the accompanying financial statements are based upon the management’s evaluation of the relevant facts and circumstances as at the date of the financial statements. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates, if any, are recognized in the year in which the estimates are revised and in any future years affected.

(c ) Property, plant and equipment

The Company had applied for the one time transition exemption of considering the carrying cost on the transition date i.e. 1[st ] April, 2016 as the deemed cost under IND AS. Hence regarded thereafter as historical cost.

Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to Statement of Profit and Loss during the year in which they are incurred.

Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current assets and the cost of assets not put to use before such date are disclosed under ‘Capital work-in-progress.

Depreciation methods, estimated useful lives

The Company depreciates property, plant and equipment over their estimated useful lives using the straight line method. The estimated useful lives of assets are taken as prescribed useful lives under Schedule II to the Companies Act, 2013. The management believes that such estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Depreciation on addition to property plant and equipment is provided on pro-rata basis from the date of acquisition. Depreciation on sale/deduction from property plant and equipment is provided up to the date preceding the date of sale, deduction as the case may be. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in Statement of Profit and Loss under ‘Other Income’.

(d) Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

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(e ) Intangible Assets

Intangible assets are stated at acquisition cost, net of accumulated amortization.

The Company has amortized intangible assets over their estimated useful lives using the straight line method. The estimated useful lives of intangible asset is 10 years.

(f) Investments in subsidiaries , associates

Investments in subsidiaries , associates are recognised at fair value.

(g) Borrowing cost

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

(h) Foreign Currency Transactions

(a) Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in Indian rupee (INR), which is the Company’s functional and presentation currency.

(b) Transactions and balances

“On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/Losses arising out of fluctuation in foreign exchange rate between the transaction date and settlement date are recognised in the Statement of Profit and Loss. All monetary assets and liabilities in foreign currencies are restated at the year end at the exchange rate prevailing at the year end and the exchange differences are recognised in the Statement of Profit and Loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.”

(i) Financial Instruments.

Fair value measurement

The Company has valued financial assets and Financial Liabilities, at fair value. Impact of fair value changes as on date of transition, is recognised in opening reserves and changes there after are recognised in Statement of Profit and Loss Account or Other Comprehensive Income, as the case may be.

Financial Assets

The company classifies its financial assets as those to be measured subsequently at fair value ( either through other comprehensive income or through Profit or loss) and those to be measured at amortised cost.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable to transaction costs.

(j) Revenue Recognition

The company derives revenues primarily from sale of manufactured goods, traded goods, job workand related services.

Revenue is recognised when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the companys activities as described below:

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the company as part of the comtract.

AUDITED FINANCIAL STATEMENT

Sale of products:

Revenue from sale of products is recognised when significant risks and rewards in respect of ownership of products are transferred to customers based on the terms of sale. Revenue from sales is based on the price specified in the sales contracts, net of all discounts, returns and goods & service tax at the time of sale.

(k) Taxes

Tax expense for the year, comprising current tax and deferred tax, are included in the determination ofthe net profit or loss for the year.

(a) Current income tax

Current tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities in accordance with the relevant prevailing tax laws. Tax expenses relating to the items in profit & loss account shall be treated as current tax as part of profit and loss and those relating to items in other comprehensive income shall be recognised as part of OCI.

(b) Deferred tax

Deferred income tax is recognised for all the temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the year and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

At each balance sheet , the company re-assesses unrecognised deferred tax asets, if any, and the same is recognised to the extent it has become probable that future taxable profit will allow the deffered tax asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

(l) Assets classified as held for sale

The Company classifies non-current assets (or disposal group) as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use.

Non-current assets (or disposal group) held for sale are measured at the lower of their carrying amount and the fair value less costs to sell. Assets and liabilities (or disposal group) classified as held for sale are presented separately in the balance sheet.

Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortized.

(m) Leases

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as a lessee are shown as other non current assets . Payments made under operating leases (net of any incentives received from the lesser) are charged to Statement of Profit and Loss on a straight-line basis over the period of the lease .

(n) Inventories

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for as follows:

Raw materials, finished goods, semi finished goods, trading goods and stores and spare parts are valued at lower of cost and net realizable value. Cost includes purchase price, (excluding taxes those subsequently recoverable by the enterprise from the concerned revenue authorities), freight inwards and other expenditure incurred in bringing such inventories to their present location and condition. Fent, rags and rejections are stated at net realisable value. In determining the cost, FIFO method is used.

(o) Impairment of assets

The carrying value of assets / cash generating units at the Balance Sheet date are reviewed for impairment, if any indication of impairment exists. If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount. The impairment loss is recognied for such excess amount.

(p) Provisions and contingent liabilities

Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

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Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

(q) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and short-term deposits net of bank overdraft with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, cash in banks and short-term deposits net of bank overdraft.

(r ) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(I) Financial assets

(i) Initial recognition and measurement

At initial recognition, financial asset is measured at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

(ii) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

a) at amortized cost; or
b) at fair value through other comprehensive income; or
c) at fair value through profit or loss.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

(iii) Impairment of financial assets

The company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVTOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(iv) Derecognition of financial assets

A financial asset is derecognized only when

a) the rights to receive cash flows from the financial asset is transferred or
b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all risks and rewards of ownership of the financial asset is transferred. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.

(II) Financial liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and at amortized cost, as appropriate.

( ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the Statement of Profit and Loss.

AUDITED FINANCIAL STATEMENT

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost . Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized .

(iii) Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss as finance costs.

(s) Employee Benefits

(I) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the year in which the employees render the related service are recognized in respect of employees’ services up to the end of the year and are measured at the amounts expected to be paid when the liabilities are settled.

(II) Other long-term employee benefit obligations
(i) Defined contribution plan

Provident Fund: Contribution towards provident fund is made to the regulatory authorities, where the Company has no further obligations, apart from the contributions made on a monthly basis which are charged to the Statement of Profit and Loss.

Employee’s State Insurance Scheme: Contribution towards employees’ state insurance scheme is made to the regulatory authorities, where the Company has no further obligations apart from the contributions made on a monthly basis which are charged to the Statement of Profit and Loss.

(ii) Defined benefit plans

Gratuity: The Company provides for gratuity, a defined benefit plan (the ‘Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary. The Company’s liability is actuarially at the end of each year. Actuarial losses/gains are recognized in the other comprehensive income in the year in which they arise.

(t) Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Company’s earnings per share is the net profit or loss for the year after deducting preference dividends and any attributable tax thereto for the year, if any. The weighted average number of equity shares outstanding during the year and for all the years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.

(u) Research & Development

Expenditure on research and development is recognised as an expense when it is incurred. Expenditure which results in increase in property, plant and equipment are capitalised and depreciated in accordance with the policies stated for property, plant & equipment.

(v) Government grants

Grants from the government are recogmised at their fair value where there is a reasonable assurance that the grant will be received and the company will comply with all the attached conditions. All government grants are intially recognised by way of setting up as deferred income. Government grants relating to income are recognised in the profit & loss account . Government grants relating to purchase of property, plant & equipment are subsequently recognised in profit & loss on a systematic basis over the expected life of the related depreciable assets. Grants recognised in Profit & Loss as above are presented within other income.

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(w) Inter divisional transcations

Inter divisional transcations are eliminated as contra items. Any unrealised profits on unsold stocks on account of inter divisional transcations is eliminated while valuing the inventory.

(x) Significant accounting judgments, estimates and assumptions

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future years.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the year end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Taxes

Significant assumptions and judgements are involved in determining the provision for tax based on tax enactments, relevant judicial pronuncements including an estimation of the likely outcome of any open tax assements/ litigations. Deferred income tax assets are recognised to the extent that it is probable that future taxable income will be available , based on estimates thereof.

(ii) Defined benefit plans (gratuity benefits and leave encashment)

The cost of the defined benefit plans such as gratuity and leave encashment are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each year end.

Summary of significant accounting policies

The accompanying notes are an integral part of the Financial Statements.

As per our report of even date

For and on behalf of Board of Directors of Mahalaxmi Rubtech Ltd.

Sd/Sd/Sd/- For JAIN CHOWDHARY & CO. Jeetmal B. Parekh Rahul J. Parekh Anand J. Parekh Chartered Accountants. Chairman Managing Director Jt. Managing Director Firm Registration No. : 113267W (DIN: 00512415) (DIN: 00500328) (DIN: 00500384) Sd/Sd/Sd/Sd/- CA Hitesh Salecha Sangita S. Shingi Balveermal K. Singhvi Nehal M. Shah Partner Director Director Director Membership No. : 147413 (DIN: 06999605) (DIN: 05321014) (DIN00020062) Sd/Sd/- Rajendra R. Mehta Shital M. Trivedi Date : May 24, 2024 Chief Financial Officer Company Secretary

Shital M. Trivedi Company Secretary ICSI M. No.: A60855

Date : May 24, 2024 Place : Ahmedabad

NOTES:

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Ph.: 079 4000 8000 [email protected] www.mrtglobal.com

Regd. office: "Mahalaxmi House", YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat. CIN: L25190GJ1991PLC016327

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AI assistant

Mahalaxmi Rubtech Ltd. — AGM Information 2024

60266_rns_2024-09-24_97be948c-049d-445e-a15c-614e5c6ed2cd.pdf

CORPORATE INFORMATION

BOARD OF DIRECTORS

PRESIDENT & GROUP CFO

COMPLIANCE OFFICER

STATUTORY AUDITORS

FACTORY

REGISTRAR & SHARE TRANSFER AGENT

INTERNAL AUDITORS

BANKER

COST AUDITORS

WEBSITE

LISTED AT

SECRETARIAL AUDITOR

REGISTERED OFFICE

CIN:- L25190GJ1991PLC016327

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESSES:-

2. TO APPOINT A DIRECTOR IN PLACE OF SHRI ANAND J. PAREKH (DIN:- 00500384), WHO RETIRE BY ROTATION AT THIS AGM AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT:-

SPECIAL BUSINESSES:-

3. TO RATIFY REMUNERATION PAYABLE TO M/S. DALWADI & ASSOCIATES, COST AUDITOR OF THE COMPANY:-

4. TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS OF THE COMPANY:-

NOTES:-

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24. Voting through electronic means:-

Remote E-Voting Instructions for Shareholders:-

Login method for Individual shareholders holding securities in demat mode is given below:-

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Cast your vote electronically:-

Guidelines for Institutional shareholders:-

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:-

Helpdesk for Individual Shareholders holding securities in demat mode:-

Individual Shareholders holding securities in Physical mode has forgotten the password:-

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:-

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:-

ITEM NO. 3:-

TO RATIFY REMUNERATION PAYABLE TO M/S. DALWADI & ASSOCIATES, COST AUDITOR OF THE COMPANY:-

ITEM NO. 4:-

TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS OF THE COMPANY:-

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BOARD’S REPORT

To,

1. RESTATED FINANCIAL SUMMARY:-

2. STATE OF THE COMPANY’S AFFAIRS:-

3. SCHEME OF ARRANGEMENTS INVOLVING DEMERGER:-

4. DIVIDEND AND RESERVE:-

5. DEPOSIT:-

6. SHARE CAPITAL:-

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

8. MANAGEMENT DISCUSSION AND ANALYSIS:-

9. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-

10. MEETINGS OF THE BOARD:-

11. DIRECTORS:-

I. Changes in Directors and Key Managerial Personnel:-

b. Cessation of Directors:

c. Retirement by rotation:-

II. Declaration by an Independent Director(s):-

III. Governance Guidelines:-

IV. Procedure for nomination and appointment of Directors:-

V. Criteria for determining qualifications, positive attributes and independence of a Director:-

a. Independence:-

b. Qualifications:-

VI. Board evaluation:-

VII. Meeting of the Independent Directors:-

VIII. Remuneration Policy:-

12. DIRECTORS RESPONSIBILITY STATEMENT:-

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13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

14. RISK MANAGEMENT:-

15. AUDITORS:-

III. Secretarial Auditors:-

IV. Internal Auditors:-

16. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

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Mahalaxmi Rubtech Ltd. AGM Information 2024