Mazda Ltd. — AGM Information 2022

Sep 28, 2022

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28 September, 2022

To,

Bombay Stock Exchange Limited National Stock Exchange of India Limited Corporate Relationships Department Exchange Plaza, C-1, Block G, 1st Floor, New Trading Ring, Bandra Kurla Complex, Rotunda Building, Bandra (E) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 051 Mumbai – 400 001 BSE CODE: 523792 NSE CODE : MAZDA

Sub: Submission of proceedings of the 32[nd] Annual General Meeting held today

Dear Sir,

Pursuant to Regulation 30 read with Para A of Schedule III of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, please find attached the proceedings of the 32[nd] Annual General Meeting of the company held today i.e. Wednesday, 28[th] September, 2022 at 12.00 p.m.

Please take the same on record.

Thanking you,

Yours faithfully For Mazda Limited

NISHITH KAYASTH Digitally signed by NISHITH KAYASTH DN: c=IN, st=Gujarat, 2.5.4.20=02a2d5e01f9ba0d4e7f745bc0f2a209f867671fb9c0a6085b7a748e6a1363416, postalCode=380007, street=Ahmedabad, pseudonym=3d615041829c6dab3f8daa4b5d7e3c47, serialNumber=227dfbe585136394e82e05a7fb0d37fc1677c7a3380bee70557163b711b29555, o=Personal, cn=NISHITH KAYASTH Date: 2022.09.28 16:08:49 +05'30'

Nishith Kayasth Company Secretary

Encl.: As above

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Summary of the proceedings of 32[nd] Annual General Meeting of MAZDA LIMITED held on Wednesday, 28[th] September, 2022

The 32[nd] Annual General Meeting of the company was held on Wednesday, 28[th] September, 2022 and the meeting commenced at 12.00 p.m. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility. The deemed venue of the meeting was the Corporate Office of the company at Ahmedabad. The meeting was held in compliance with the provisions of Companies Act, 2013, rules made thereunder and General Circulars issued by the Ministry of Corporate Affairs (“MCA”) and Circulars issued by the Securities and Exchange Board of India (“SEBI”).

Directors and KMP present for the meeting:

Mr.MohibKhericha	Chairman,IndependentDirector
Mr.PercyAvari	Whole-TimeDirector
Mrs. ShanayaModyKhatua	Whole-TimeDirector
Mrs. SheilaMody	Director
Mr. CyrusBhagwagar	CFO
Mr. Nishith Kayasth	Company Secretary

Other invitees in attendance:

Mr.MayankShah	StatutoryAuditor
Mr.RutulShukla	Secretarial Auditor, Scrutinizer

Mr. Mohib Khericha, Chairman of the company chaired the meeting.

As there was requisite quorum present at the meeting, the Chairman called the meeting in order.

The Chairman greeted the members and introduced the Directors present at the meeting. The Chairman then addressed the members with a brief about company’s performance during the year under review.

Thereafter, the Company Secretary informed the members that pursuant to provisions of Section 108 of the Companies Act, 2013 read with rule 20 of the companies (Management and Administration) Rules, 2014 and Listing Regulations, the company has provided facility for remote e-voting on the resolutions as set forth in the Notice of AGM. The e-voting period commenced on Sunday, 25[th] September, 2022 at 9.00 a.m. and ended on Tuesday, 27[th] September, 2022 at 5.00 p.m.

The Notice convening the 32[nd] AGM along with the Audited Financial Statements of the company for the year ended 31[st] March, 2022, including Balance Sheet as at 31[st] March, 2022 and the statement of Profit and Loss Account for the year ended on that date together with the Reports of Directors and Auditors thereon, were taken as read.

He apprised the members that there were no qualifications, observations or adverse remarks on the financial transactions, in the Auditors' Reports or in the Secretarial Auditors' Report for financial year 2021-22.

The following items as stated in the notice of the 32[nd] AGM of the company were placed for e-voting at the meeting.

Sr.No.	Particulars of Business	NatureofResolution
	Ordinary Business
1.	Adoption of the financial statements of the companyfor the year ended 31stMarch, 2022 and the reports oftheDirectors andAuditors thereon	OrdinaryResolution
2.	Declaration of Final Dividend on equity shares for theyearended on31stMarch,2022	OrdinaryResolution
3.	Re-appointment of Mr. Percy Avari (DIN: 00499114)as a director retiring by rotation	OrdinaryResolution
4.	Re-appointment of Mrs. Shanaya Mody Khatua (DIN:01241585) as a director retiring byrotation	OrdinaryResolution
5.	Re-appointment of M/s. Mayank Shah & Associates,Chartered Accountants, as statutory auditors and to fixtheir remuneration	OrdinaryResolution
	Special Business
6.	Approval to the ratified remuneration of the CostAuditor forthefinancialyear 2022-23	OrdinaryResolution
7.	Re-appointment of Mrs. Shanaya Mody Khatua (DIN:01241585) as Whole-Time Director and remunerationthereon	Special Resolution
8.	Re-appointment of Mr. Percy X. Avari (DIN:00499114) as Whole-Time Director and remunerationthereon	Special Resolution

As the resolutions were already put to vote for remote e-voting, hence there was no proposing and seconding of the resolutions and there was no voting by show off hands.

CS Rutul Shukla, Practicing Company Secretary was appointed as a scrutinizer by the Board to ensure the conduct the remote e-voting and e-voting during the AGM in a fair and transparent manner.

Thereafter, the Company Secretary opened the meeting to take up the questions of the members who registered themselves as the speakers to ask questions and express their views. The management has responded to the shareholders.

He further informed the members that the voting results will be declared as per the Regulation 44(3) of (Listing Obligation and Disclosure Requirement) Regulations, 2015 within two working days from the conclusion of the Annual General Meeting after considering the Combined Scrutinizer’s Report on Remote e-voting and e-voting by the Members present in the AGM and the same would be submitted to the Stock Exchanges

(BSE and NSE) within the stipulated time and shall also be placed on the website of the company i.e. www.mazdalimited.com.

He informed that the e-voting platform will remain open for next 15 minutes after conclusion of the proceedings of this meeting.

The Chairman then conveyed vote of thanks to the members and Directors present at the meeting and wished them best health and safety in the year ahead and concluded the meeting.

The meeting concluded at 12.45 P.M.

Certified True Copy For Mazda Limited

NISHITH KAYASTH Digitally signed by NISHITH KAYASTH DN: c=IN, st=Gujarat, 2.5.4.20=02a2d5e01f9ba0d4e7f745bc0f2a209f867671fb9c0a6085b7a748e6a1363416, postalCode=380007, street=Ahmedabad, pseudonym=3d615041829c6dab3f8daa4b5d7e3c47, serialNumber=227dfbe585136394e82e05a7fb0d37fc1677c7a3380bee70557163b711b29555, o=Personal, cn=NISHITH KAYASTH Date: 2022.09.28 16:09:13 +05'30'

Nishith Kayasth Company Secretary

Date: 28/09/2022 Place: Ahmedabad