Directors Report of Mahickra Chemicals Ltd.

Mar 31, 2025

Your Board of Directors of the Company (“Board”) are pleased to present the Eighth (8^th) Annual Report of
your Company on the business, operations and performance along with Audited Financial Statements for the
financial year ended March 31,2025.

Financial Highlights

The Audited Financial Statements of your Company as of March 31,2025 have been prepared in accordance
with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and the
applicable of the Companies Act, 2013 (“Act”).

('' in Lakhs Except EPS)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	8815.78	7191.68	8815.78	7191.69
Other Income	262.38	227.13	262.38	227.13
Total Revenue	9078.16	7418.81	9078.16	7418.82
Earnings Before Interest, Depreciation and Amortization Expense and Taxes	511.72	294.14	511.90	294.16
Less:- A) Finance Cost	129.23	116.30	129.23	116.30
Less:- B) Depreciation and Amortization Expense	29.90	27.57	29.90	27.57
Profit / (Loss) before Extra Ordinary Items and tax	352.59	150.27	352.77	150.29
Add/(Less): Extra-Ordinary Item	-	-	-	-
Profit/(Loss) after Extra Ordinary Items and before tax	352.59	150.27	352.77	150.29
Total Tax Expense	99.43	42.85	99.43	42.85
Share of Associate''s Profit	(0.09)	(0.11)	-	-
Profit / (Loss) After Tax	253.25	107.32	253.34	107.44
Earnings Per Share Basic / Diluted (Amount in '')	3.12	1.32	3.12	1.32

Performance Review & State of Company’s Affairs:

• The reactive dye industry in FY 2024-25 is continuing to operate in a challenging environment, with some
cost pressures and volatile behavior in the market, in consideration of uncertain rainfall patterns that are
affecting production schedules and supply chain efficiency globally While some prices of raw materials
seem somewhat stabilized from a year ago, high input prices and fluctuations in the prices of certain
key chemicals remain a concern for every business. The uncertainties regarding global trade, namely
the ongoing conflict between Russia and Ukraine, strife in the Middle East, and high shipping costs, have
all affected competitiveness in export markets. As domestic demand showed some signs of recovery,

low export orders, extended credit cycles, and
working capital constraints continue to squeeze
the margins of the industry In this dynamic
scenario, companies are focusing on operational
efficiency, prudent inventory management, and
strategic market diversification to sustain some
growth and resilience.

• Standalone:

Your Company apprehends a remarkable growth
in revenue from operations during the period
under review, amounting to ''. 8,815.78 lakhs in
FY 2024-25 as compared to ''. 7,191.69 lakhs
in FY 2023-24, showing its ability to grow the
business despite market headwinds. The Profit
After Tax (PAT) attributable to shareholders
grew to ''. 253.34 lakhs in FY 2024-25, higher
than just ''.107.44 lakhs in the previous year,
suggesting better operational performance and
cost management. This was achieved under very
competitive circumstances, which confirm the
resilience, adaptability, and focus of the Company
toward strengthening its market position.

• Consolidated:

Pursuant to the provisions of Section 129 and 134
of the Act read with Rules framed there under and
pursuant to Regulation 33 of Listing Regulations,
your Company has prepared consolidated
financial statements of the Company and its
Associate i.e. RCN Specialities Private Limited
(CIN: U24290GJ2022PTC131058).

During the year under review, your Company
delivered strong performance with Revenue
from operations increased to Rs. 8,815.78 lakhs
in FY 2024-25 from 7,191.68 lakhs in FY 2023¬
24. The Profit After Tax (PAT) attributable to the
shareholders more than doubled, reaching Rs.
253.25 lakhs in FY 2024-25 as compared to Rs.
107.32 lakhs in FY 2023-24, reflecting enhanced
operational efficiency and improved business
outcomes.

The above data has been extracted from the
Audited Standalone and Consolidated Financial
Statements prepared in accordance with the
Generally Accepted Accounting Principles
in India (‘Indian GAAP’) to comply with the
Accounting Standards specified under Section
133 of the Act and the relevant provisions of the
Act, as applicable.

Your directors are hopeful that the performance of
the Company will further improve in the coming years.

DETAILS OF SUBSIDIARY/ JOINT
VENTURE/ ASSOCIATE COMPANIES

Your Company has one associate company i.e. RCN
Specialities Private Limited as on March 31,2025.

The consolidated financial statements are also
being presented in addition to the standalone
financial statements of the Company in this Annual
Report. Further, the report on the performance and
financial position of associate, as applicable and the
salient features of their Financial Statements in the
prescribed Form AOC-1 are annexed to this Report
as Annexure-D.

During the year under review, no company became
or ceased to be the subsidiary or joint venture or
associate of the Company.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31,2025, there has
been no change in the Company’s nature of business.

TRANSFER TO RESERVES IN TERMS OF
SECTION 134 (3)(J) OF THE COMPANIES
ACT, 2013

The Board of Directors of the Company has decided
not to transfer any amount to the Reserves for the
year under review.

INSURANCE

Your Company has taken adequate insurance for its current and fixed assets, employees and products
against various relevant risks.

LOANS, GUARANTEES AND INVESTMENTS

Your Company has not given any guarantee and/or provided any security to any body corporate, whether
directly or indirectly, within the meaning of Section 186 of the Act. The details of loans have been disclosed
and the details of investments have been disclosed to the financial statements forming part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future prospects of the Company and its businesses is given in
the Management Discussion and Analysis Report, which forms part of this Report as Annexure - E.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, there has been no change in the Capital Structure of the Company.

a) Authorized Capital:

''. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11,00,000 (Eleven Lakhs) Equity Shares of Rupees
10 /- each.

b) Issued Capital, Subscribed and Paid-up Capital:

''. 8,12,21,600/- (Rupees Eight Crore Twelve Lakhs Twenty-One Thousand Six Hundred Only) divided into
81,22,160 (Eighty-One Lakh Twenty-Two Thousand One Hundred Sixty) Equity Shares of Rupees 10 /- each

DIVIDEND

During the year, the Company declared and paid an Interim Dividend of ''. 0.20 per equity share of face value
''. 10 each for the financial year 2024-25, amounting to a total payout of ''. 16.24 lakhs from the profits of
the Company. This decision underscores your Company’s commitment to rewarding shareholders for their
continued trust and support. In view of this interim distribution, the Board has decided not to recommend
any final dividend for the year, considering that the interim payout appropriately reflects the Company’s
financial performance while aligning with its strategy to balance shareholder returns and reinvestment for
future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year under, the Company was not required to transfer the equity shares/unclaimed dividend to Investor

Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.
The details of unpaid / unclaimed divided is as under:

Sr. No.	Financial Year	Date of Declaration of Dividend	Dividend per Equity Share (in Rs.)	Due date for transfer unclaimed / unpaid amount to IEPF	Unclaimed Amount as on March 31, 2024 (After TDS deduction)
1.	2022-23	February 23, 2023	0.65/-	March 22, 2030	24,710
2.	2023-24	December 15, 2023	0.30/-	January 14, 2031	11,404
3.	2024-25	March 13, 2025	0.20/-	April 12, 2032	7,603

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the operating

management and after due enquiry, confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give true and fair view of the state of
affairs of the Company at the end of the financial
year 2025 and of the profit or loss of the Company
for the year for the same period;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records

in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and irregularities;

d) they have prepared the annual accounts on a
going concern basis;

e) they have laid down adequate Internal Financial
Controls to be followed by the Company and
such Internal Financial Controls were operating
effectively during the financial year ended March
31,2025;and

f) they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL
PERSONNEL

• BOARD COMPOSITION

Your Company’s Board is structured with an optimal mix of independent, executive, and non-executive
members, ensuring balanced and impartial decision-making on matters of performance and strategy. It plays
a vital role in guiding board deliberations and shaping the Company’s direction. Comprising distinguished
professionals with extensive experience and expertise across diverse industries, the Board brings valuable

perspectives to the governance process. As of March 31,2025, the Board consists of six (6) directors - three
(3) serving as Executive Directors and three (3) as Non-Executive Independent Directors. The tenure of the
Independent Directors fully complies with the requirements of the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of
them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant
to Section 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors of the
Company at the end of Financial Year 2024-25:

Name of Director	Category	Date of Appointment	Number of Shares held in the Company
Mr. Miteshkumar C. Gandhi Managing Director (DIN: 02142361)	Promoter Executive	13/11/2017	7,17,028
Mr. Ashishkumar C. Gandhi Whole-Time Director (DIN: 02142344)	Promoter Executive	13/11/2017	17,85,623
Mrs. Komal M. Gandhi Whole-Time Director (DIN: 02137805)	Promoter Executive	13/11/2017	9,56,113
Mrs. Amisha Fenil Shah Director (DIN: 09411332)	Non-Executive (Independent)	11/07/2022
Mrs. Basari Mehta Director (DIN: 10197176)	Non-Executive (Independent)	15/07/2023
Mr. Niren Desai Director (DIN:10192300	Non-Executive (Independent)	15/07/2023

As on March 31, 2025, none of the Directors of the Company were related to each other except Mr. Mitesh
Kumar Gandhi, Managing Director, Mr. Ashish Kumar Gandhi, Whole-Time Director and Mrs. Komal Gandhi,
Whole-Time Director who are related to each other as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31,2025, 5 (Five) meetings of Board of Directors of the Company.

The intervening gap between the Meetings was within the period prescribed under the Act.

The following meetings of the Board of Directors were held during the financial year ended March 31,2025:

Sr.	Date of	Name of Directors
No.	Board Meeting	Mitesh Kumar Gandhi	Ashish Kumar Gandhi	Komal Mitesh Kumar Gandhi	Amisha Fenil Shah	Basari Mehta	Niren Desai
1.	18/05/2024	Yes	Yes	Yes	Yes	Yes	Yes
2.	27/08/2024	Yes	Yes	Yes	Yes	Yes	Yes
3.	24/10/2024	Yes	Yes	Yes	Yes	Yes	Yes

Sr.	Date of	Name of Directors
No.	Board Meeting	Mitesh Kumar Gandhi	Ashish Kumar Gandhi	Komal Mitesh Kumar Gandhi	Amisha Fenil Shah	Basari Mehta	Niren Desai
4.	15/02/2025	Yes	Yes	Yes	Yes	Yes	Yes
5.	13/03/2025	Yes	Yes	Yes	Yes	Yes	Yes

• CHANGE IN DIRECTORS

During the year under review, there is no change
in the composition of Directors. The Non-Executive
Directors of the Company had no material
pecuniary relationship or transactions with the
Company, other than sitting fees for the purpose
of attending meetings of the Board / Committee of
the Company

• RETIREMENT BY ROTATION

In accordance with the provisions of Section 152
of the Act read with Rules and the Articles of
Association of the Company, Mrs. Komal Gandhi
(DIN: 02137805) is liable to retire by rotation
at the forthcoming Annual General Meeting
(“AGM”) and, being eligible, has offered herself
for re-appointment. The Board recommends
re-appointment of Mrs. Komal Gandhi for the
consideration of the members of the Company at
the forthcoming AGM. The relevant details including
brief profile of Mrs. Komal Gandhi in terms of
Regulation 36(3) of Listing Regulations, forms part
to the Notice of 08^th AGM of the Company.

• DECLARATION OF INDEPENDENCE BY
INDEPENDENT DIRECTORS

Your Company has received declarations from all
Independent Directors confirming that they meet
the criteria of independence as outlined in Section
149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. Additionally, the Independent
Directors have declared their compliance with Rules
6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, regarding
their inclusion in the data bank of Independent

Directors maintained by the Indian Institute of
Corporate Affairs. The Independent Directors
have also confirmed that they have complied with
the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013. There
have been no changes in the circumstances
affecting their status as Independent Directors
of the Company In the opinion of the Board,
the Independent Directors meet the conditions
specified under the Act and the Listing Regulations,
and they remain independent of management.

In the opinion of the Board, all Independent
Directors possess requisite qualifications,
expertise, experience (including the proficiency)
and hold high standards of integrity required
to discharge their duties with an objective
independent judgment and without any external
influence.

• DISQUALIFICATIONS OF DIRECTORS

In compliance with Section 164(2) of the Act and
the Companies (Appointment and Qualification
of Directors) Rules, 2014, the Company received
Form DIR-8 from each and every Director during
the financial year 2024-25 that is being reviewed.
This form certifies that none of the Directors of your
Company is disqualified to hold office as a director
under the provisions of Section 164(2) of the Act, nor
are they barred from holding the office of a director
by any order of the SEBI or any such authority in
accordance with SEBI letter dated June 14, 2018,
and NSE circular dated June 20, 2018 on the subject
“Enforcement of SEBI orders regarding appointment
of Directors by Listed Companies.

In accordance with the requirements of several Act

provisions, the company’s directors have disclosed
all relevant information.

• KEY MANAGERIAL PERSONNEL

In accordance with the Pursuant to provisions of
Sections 2(51) and 203 of Act read with Rule 8 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, the
following persons are to be Key Managerial Personnel
of the company;

a. Mr. Mitesh Kumar Champaklal Gandhi, Chairman
and Managing Director

b. Mr. Ashish Kumar Champaklal Gandhi, Whole¬
Time Director

c. Mrs. Komal Mitesh Kumar Gandhi, Whole-Time
Director

d. Mr. Kalusinh Chauhan, Chief Financial Officer

e. Ms. Sona Bachani, Company Secretary

During the year under review, Mr. Kalusinh Chauhan,
Chief Financial Officer of the Company, resigned by
letter dated January 20, 2025, and cited personal
reasons, especially those pertaining to the betterment
of his career. He was relieved of his responsibilities
on January 22, 2025. In line with the Regulation 30
read with Schedule III - Para A (7C) of Part A of the
Listing Regulations, he confirmed that there were no
material reasons for his resignation other than those
stated in his resignation letter.

After the date of closure of the financial year,
the Board, in its meeting held on May 23, 2025,
appointed Mr. Atul Sushil Kumar Bachhawat as Chief
Financial Officer and Key Managerial Personnel of
the Company under Section 203 of the Companies
Act, 2013 and relevant rules made thereunder.

• MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met
separately on February 15, 2025, without the
presence of Non-Independent Directors and

members of Management. In accordance with the
provisions under Section 149 and Schedule-IV of the
Companies Act, 2013. The following matters were,
inter alia, reviewed and discussed in the meeting:

• Evaluated the performance of Non-Independent
Directors and the Board of Directors as a whole;

• Evaluated the performance of the Chairman of
the Company taking into consideration the views
of Executive and Non-Executive Directors;

• Assessed the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties

All the Independent Directors were present at the
meeting and was satisfied with the performance of
the Non-Independent Directors and the Board as a
whole and with the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for the
Board to effectively and reasonably perform their
duties.

• FAMILARIZATION PROGRAM FOR
INDEPENDENT DIRECTOR

The Independent Directors have been updated
with their roles, rights and responsibilities in the
Company with necessary documents, reports and
internal policies to enable them to familiarise with
the Company’s procedures and practices. Your
Company endeavours, through presentations at
regular intervals, to familiarise the Independent
Directors with the strategy, operations and
functioning of the Company and also with changes
in the regulatory environment having a significant
impact on the operations of the Company and issues
faced by the ceramic industry. We work to cultivate
an enlightened and involved Board that supports
efficient governance and value creation by actively
engaging independent directors and providing them
with the necessary resources.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as other pertinent
and important information. Your board currently has three (3) committees, namely the Audit Committee,
the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into
various aspects for which they have been established in order to provide better corporate governance and
transparency. The terms of reference of these committees are in line with Act.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of
the Act and Regulation 18 of Listing Regulations.

During the year under review, four meetings of the Audit Committee were held i.e. on May 18 2024, August
27 2024, October 24 2024 and February 15 2025. The intervening gap between two meetings did not exceed
one hundred and twenty days. The details of the Audit Committee meetings attended by its members during
FY 2024-25 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2024-25		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta	Chairperson, Non-Executive Independent Director	4	4	100%
2.	Mr. Niren Desai	Member, Non-Executive Independent Director	4	4	100%
3.	Mrs. Amisha Shah	Member, Non-Executive Independent Director	4	4	100%

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of
the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted
the observations and recommendations made by the Audit Committee^-

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of
Regulation 19 of Listing Regulations and Section 178 of the Act.

During the year under review, one meetings of the Nomination and Remuneration Committee were held i.e.
on May 18, 2024.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY
2024-25 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2024-25		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta	Chairperson, Non-Executive Independent Director	1	1	100%
2.	Mr. Niren Desai	Member, Non-Executive Independent Director	1	1	100%
3.	Mrs. Amisha Shah	Member, Non-Executive Independent Director	1	1	100%

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation
20 of Listing Regulations and Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on
February 15 2025.

The details of the Stakeholders Relationship Committee meetings attended by its members during FY 2024¬
25 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2023-24		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta	Chairperson, Non-Executive Independent Director	1	1	100%
2.	Mr. Niren Desai	Member, Non-Executive Independent Director	1	1	100%
3.	Mrs. Amisha Shah	Member, Non-Executive Independent Director	1	1	100%

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders

CORPORATE GOVERANCE

In line with Regulation 15(2) of the Listing Regulations,
the provisions of Corporate Governance shall
not apply in respect of the following class of the
Companies:

a. Listed entity having paid up equity share capital
not exceeding ''.10 Crore and Net worth not
exceeding ''.25 Crore, as on the last day of the
previous financial year;

b. Listed entity which has listed its specified
securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid
exemption (b); hence compliance with the provisions
of Corporate Governance shall not apply to the
Company and it does not form the part of the Annual
Report for the financial year 2024-25.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, your company has not
conducted Extra-Ordinary General Meeting (‘EOGM’)
of the members of the Company.

POSTAL BALLOT

During the financial year ended March 31, 2025,
there are no special resolution was required to be
put through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE
COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014

Disclosure required under Section 197(12) of the
Act read with Rule-5 of the Companies (Appointment
and Remuneration) Rules, 2014 have been annexed

as Annexure-B. No employee of the Company was
in receipt of the remuneration exceeding the limits
prescribed under Rule 5 (2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, hence, not applicable to the
Company.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act,
read with Rule 12 of Companies (Management and
Administration) Rules, 2014, the Annual Return in
Form MGT - 7 for the Financial Year ended March 31,
2025, is available on the Company’s website at www.
mahickra.com.

AUDITORS:

• STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act,
M/s. Piyush J. Shah & Co., Chartered Accountants
(FRN: 121172W), Ahmedabad were appointed as the
Statutory Auditors of the Company for a term of five
years from conclusion of 07^th AGM to conclusion of
12^th AGM to be held in calendar year 2029.

Further, pursuant to Section 141 of the Act and
relevant Rules prescribed there under, the Company
has received certificate from the Auditors along
with peer review certificate, that they are eligible to
continue with their appointment and that they are not
disqualified to continue as Statutory Auditors and are
eligible to hold office as Statutory Auditors of your
Company.

There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any
explanation from the Directors.

The Notes to the financial statements referred in the
Auditors’ Report are self-explanatory The Auditors’
Report is enclosed with the financial statements
forming part of this Annual Report.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had
appointed Mr. Nayan Pitroda, (ACS No. 58743, C. P No.
23912) Practicing Company Secretary, to undertake
the Secretarial Audit of the Company for FY 2024-25.

Ahmedabad, was appointed as the Secretarial Auditor
of the Company for FY 2024-25 as per Section 204 of
the Act, and rules made thereunder.

The Secretarial Audit Report submitted in the
prescribed form MR - 3 is attached as Annexure - C
and forms part of this report. The Secretarial Audit
Report does not contain qualifications, reservations,
adverse remarks or disclaimer.

• INTERNAL AUDITOR

Pursuant to Section 138 and other applicable
provisions, if any, of the Act, pursuant to the
recommendation of the Audit Committee of the
Company, the Board of Directors has approved
the appointment of M/s Ashish Sheth & Associates,
Chartered Accountants, Ahmedabad, having Firm
Registration Number 146184W as the Internal
Auditors of the Company for the Financial Year
2024-25.

The Internal Auditors report their findings on the
internal audit of the Company, to the Audit Committee
on a periodic basis. The scope of internal audit is
approved by the Audit Committee.

DISCLOSURE, AS TO WHETHER
MAINTENANCE OF COST RECORDS:

The Board of Directors not appointed Cost Auditor
owing to non-applicability to appoint Cost Auditor in
your Company specified by the Central Government
under sub-section (1) of section 148 of the Act, is
required by the Company and accordingly such
accounts and records are not made and maintained.

REPORTING OF FRAUD

In line with the provisions of Section 143 of the Act
read with the Companies (Audit and Auditors) Rules,
2014, as amended notifications/ circulars issued by
the Ministry of Corporate Affairs from time to time,
no fraud has been reported by the Auditors of the
Company where they have reason to believe that
an offence involving fraud is being or has been
committed against the Company by officers or
employees of the Company and therefore no details
are required to be disclosed under Section 134(3)
(ca) of the Act.

INTERNAL FINANCIAL CONTROLS &
THEIR ADEQUACY

Your Company has designed and implemented a
process driven framework for Internal Financial
Control. For the financial year ended March 31,2025,
the Board is of the view that the Company has sound
internal financial control system to commensurate
with the nature and size of its business operations
and operating effectively and there is no material
weakness. Your Company has a process in place
to monitor the same and identify gaps, if any, and
implement new and/or improved controls wherever
the effect of such gaps could have a material effect
on the Company’s operations.

These controls are designed to ensure adherence to
internal guidelines, safeguard the Company’s assets,
prevent and detect fraud and errors, and support the
accuracy, completeness, and reliability of financial
reporting. Continuous technological enhancements
further strengthen the effectiveness and efficiency of
these controls, aligning with evolving business needs
and regulatory expectations. Periodic internal audits
are conducted by the Company’s Internal Auditors to
provide reasonable assurance on the effectiveness of
the control systems and to recommend improvements
aligned with industry best practices. The Audit
Committee, comprising Independent Directors,
regularly reviews key findings from both internal
and statutory audits, monitors the implementation
of corrective actions, and ensures timely mitigation
of identified risks. Your Company is fully geared to
implement any statutory recommendation, which
may be made in this regard.

COMPLIANCE WITH SECRETARIAL
STANDARDS

During the year under review, the company has
complied with the provisions of Secretarial Standards
issued by Institute of Company Secretaries of India
on Board and General Meetings.

DEPOSITS

During the year under review, The Company has not
accepted any deposit any deposit from the public
/ members pursuant to Section 73 and Section 76
of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014, as amended from time to
time, and hence as on March 31, 2025, there are no
deposits outstanding, except as required statutorily
and which have been unclaimed at the end of the
year under review.

RELATED PARTY TRANSACTIONS

During the year under review, all related party
transactions entered into by the Company were
conducted in the ordinary course of business
and on an arm’s length basis, in accordance with
applicable regulatory requirements. There were no
materially significant transactions with Promoters,
Directors, Key Managerial Personnel, or other
related parties that could potentially conflict with
the interests of the Company. All related party
transactions, were presented to the Audit Committee
for prior approval. For transactions of a repetitive
nature that occur in the ordinary course of business,
the Company has obtained omnibus approval
from the Audit Committee. In accordance with the
approval, the requisite disclosures are submitted
to the Committee on a quarterly basis, ensuring
transparency and compliance with applicable
regulatory requirements. The Policy on Related
Party Transaction is hosted on the Company’s
website i.e. www.mahickra.com. Accordingly, the
disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-
2 is not applicable to the Company for financial
year 2024-25 and hence does not form part of this
report.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR

There was no application made and proceeding
initiated / pending under the Insolvency and
Bankruptcy Code, 2016, by any Financial and/or

Operational Creditors against your Company during
the year under review. As on the date of this report,
there is no application or proceeding pending against
your Company under the Insolvency and Bankruptcy
Code, 2016.

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 BANKS OR
FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

It is not applicable to the Company during the year
under review, as there exist no Loans/Borrowing
from any Bank, Financial Institution, etc. in any form
or nature.

MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments
affecting the financial position of the Company
between the end of the financial year and the date
of this report.

DETAILS OF SIGNIFICANT AND

MATERIAL ORDERS PASSED BY
THE REGULATORS, COURTS AND
TRIBUNALS

During the year under review, there were no material
and significant orders passed by the regulators or
courts or tribunals impacting the going concern
status and the Company’s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

(‘CSR’)

The provisions of the Corporate Social Responsibility
as contained under section 135 of the Act are not
applicable on the Company

COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE
OF THEIR DUTIES

Your Company has formulated and implemented
“Nomination & Remuneration policy” in compliance
with the provisions of Section 178 of the Act read
with the applicable rules framed thereunder. The
Policy provides guidelines to the Nomination &
Remuneration Committee relating to the appointment,
removal & remuneration of Directors, KMPs and the
Senior Management of the Company. It also provides
criteria for determining qualifications, positive
attributes and independence of a director. The said
policy is hosted on the website of the Company i.e.
www.mahickra.com.

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

Pursuant to the provisions of the Act and Listing
Regulations, a separate exercise was carried out
to evaluate the performance of individual Directors,
including the Chairman of the Board who were
evaluated on parameters such as level of engagement
and contribution and independence of judgment
there by safeguarding the interest of the Company
The performance evaluation of the Independent

Directors was carried out by the entire Board. The
board also carried out an annual performance
evaluation of the working of its Audit Committee,
Nomination and Remuneration Committee as well as
Stakeholder Relationship Committee. The Directors
expressed their satisfaction with the evaluation
process

In a separate meeting of independent directors,
performance of non-independent directors,
performance of the Board as a whole, performance
of the Committee(s) of the Board and performance
of the Chairman was evaluated, taking into account
the views of Executive Directors and Non-Executive
Directors

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended (“SEBI
PIT Regulations”), the Company has adopted the
revised “Code of Conduct to Regulate, Monitor and
Report Trading by Insiders” (“the Code”). The Code
is applicable to promoters, all directors, designated
persons and connected persons and their immediate
relatives, who are expected to have access to
unpublished price sensitive information relating to the
Company The Company has also formulated a ‘Code
of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)’
in compliance with the PIT Regulations. The Code
covers Company’s obligation to maintain a digital
database, mechanism for prevention of insider
trading and handling of UPSI, and the process to
familiarize with the sensitivity of UPSI.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing
risks is known as risk management. This is preceded by
coherent initiatives aimed at minimizing, oversee, and
ameliorate (or control) the probability and/or impact
of unfortunate events or to maximize opportunities
for achievement. The Company has established a
thorough risk assessment and minimization process,
which is periodically reviewed by the Board. These
processes are examined to make sure executive
management effectively manages risk using a strictly
delineated framework. The company has identified
the major risks, and processes and measures for
mitigating those risks have been developed in areas
like business, project execution, events, financial,
human, environmental, and statutory compliance.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT,
2013

Your Company has always believed in providing
a safe and harassment free workplace for every
women employee working with your Company. Your
Company always endeavors to create and provide
an environment that is free from discrimination and
harassment including sexual harassment.

Your Company has zero tolerance for sexual
harassment at workplace. Company has adopted
a policy on Prevention, Prohibition and Redressal
of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules there under The policy aims
to provide protection to employees at the workplace
and prevent and redress complaints of sexual
harassment and for matters connected or incidental
thereto, with the objective of providing a safe
working environment, where employees feel secure.
Your Company has also constituted an Internal
Complaints Committee, known as the Prevention of
Sexual Harassment (POSH) Committee, to inquire into
complaints of sexual harassment and recommend
appropriate action. 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.

COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

Your Company has complied with the provisions
of the Maternity Benefit Act, 1961, as amended.
All eligible female employees have been extended
maternity benefits in accordance with the applicable
statutory requirements.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

In compliance with the provision of Section 177
of the Act read with Regulation 22 of the Listing
Regulations, your company has implemented a
whistleblower policy and created the necessary vigil
mechanism for directors and employees to enable
the reporting of sincere concerns about improper or
unethical behavior without fear of vengeance.

Your company’s vigil mechanism offers sufficient
protections against victimization of directors and
employees who use it, as well as, in exceptional

circumstances, direct access to the chairman of the
audit committee. Access to the Chairperson of the
Audit Committee has never been denied to anyone.
The vigil mechanism / whistle blower policy is
available on the Company’s website of your company
i.e. at www.mahickra.com.

During the year under review, no complaint was
received from a whistleblower

HEALTH, SAFETY AND ENVIRONMENT
PROTECTION

Your Company’s Health and Safety Policy commits to
comply with applicable legal and other requirements
connected with occupational Health, Safety and
Environment matters and provide a healthy and safe
work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of Listing
Regulations, your company maintains a fully functional
website with the domain name www.mahickra.com.
The website serves as a comprehensive source of
basic information about our company.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND
OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read
with Rule 8(3) of The Companies (Accounts) Rules,
2014, is attached as Annexure - A to this Report.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024¬
25 is being sent only electronically to Members whose
email addresses are registered with the company or
depositories in accordance with Regulation 36 of the
Listing Regulations. Members may take note that the
Notice and Annual Report for 2024-25 will also be
accessible at the website of the Company i.e. www.
mahickra.com.

CAUTIONARY STATEMENT

The annual report including those which relate to
the directors’ report, management discussion and
analysis report may contain certain statements on
the Company’s intent expectations or forecasts that
appear to be forward-looking within the meaning

of applicable securities laws and regulations while
actual outcomes may differ materially from what is
expressed herein.

APPRECIATION AND
ACKNOWLEDGEMENT

The Directors thank the Company’s employees,
customers, vendors, investors and business partners
for their continuous support. The Directors also thank
the Government of India, Governments of various
states in India, Governments of various countries and
concerned Government departments and agencies
for their co-operation. The Directors appreciate and
value the contribution made by every member of the
Mahickra family

For & on behalf of the Board of Directors
Mahickra Chemicals Limited

Sd/- Sd/-

Mitesh Kumar Gandhi Ashish Kumar Gandhi

^Date : ^{August 21} 2025 Managing Director Whole-Time Director

Place : Ahmedabad DIN: 02142361 DIN: 02142344

Registered Office:

Plot No. 1209, Phase III, GIDC, Vatva, Ahmedabad - 382445,

Gujarat, India

---

Mar 31, 2024

The Board of Directors of Mahickra Chemicals Limited (“Mahickra or MCL”) is pleased to present the Seventh Annual Report, along with the financial statements of the Company, for the financial year ended March 31, 2024. A brief summary of the Company’s standalone and consolidated performance is given below:

COMPANY PERFORMANCE

Financial Results

The Audited Financial Statements of your Company as of March 31,2024 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and the applicable of the Companies Act, 2013 (“Act”).

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	7191.68	10303.38	7191.68	10303.38
Other Income	227.12	371.39	227.12	371.39
Total Revenue	7410.00	10674.77	7410.00	10674.77
Earnings Before Interest, Depreciation and Amortization Expense and Taxes	294.14	606.04	294.14	606.04
Less:- A) Finance Cost	116.38	89.18	116.38	89.18
Less:- B) Depreciation and Amortization Expense	27.57	55.44	27.57	55.44
Profit / (Loss) before Extra Ordinary Items and tax	150.27	456.02	150.27	456.02
Add/(Less): Extra-Ordinary Item	-	-	-	-
Profit/(Loss) after Extra Ordinary Items and before tax	150.27	456.02	150.27	456.02
Total Tax Expense	42.83	127.79	42.84	127.79
Share of Associate’s Profit	-	-	(0.11)	0.45
Profit / (Loss) After Tax	107.44	328.23	107.32	328.68
Earnings Per Share Basic / Diluted (Amount in Rs.)	1.32	4.04	1.32	4.05

Performance Review & State of Company’s Affairs:

In FY 2023-24, the reactive dye industry faced significant challenges due to erratic monsoons, high-cost raw material inventory, and fluctuating raw material prices. These factors led to slow inventory liquidation and unfavorable market conditions, both domestically and internationally. Geopolitical issues like the Russia-

133 of the Act and the relevant provisions of the Act, as applicable.

Ukraine conflict and high logistics costs further impacted the industry Low demand, high costs, and working capital pressures created a challenging and volatile business environment throughout the year. The industry had to adapt quickly to survive and thrive.

• Standalone:

During the year under review, the Revenue from operations decreased to Rs. 7191.68 lakhs in FY 2023-24 from 10,303.38 lakhs in FY 2022-23. The company was impacted by sluggish demand and lower product price realization across markets. The Profit After Tax (PAT) attributable to the shareholders in FY 2023-24 was Rs. 107.44 lakhs against Rs. 328.23 lakhs in FY 2022-23. The challenging market conditions, including lower demand and price pressures, were key factors that impacted the company’s profitability during the year.

• Consolidated:

Pursuant to the provisions of Section 129 and 134 of the Act read with Rules framed there under and pursuant to Regulation 33 of Listing Regulations, your Company has prepared consolidated financial statements of the Company and its Associate i.e. RCN Specialities Private Limited (CIN: U24290GJ2022PTC131058).

During the year under review, the Revenue from operations decreased to Rs. 7191.68 lakhs in FY 2023-24 from 10,303.38 lakhs in FY 202223. The Profit After Tax (PAT) attributable to the shareholders in FY 2023-24 was Rs. 107.32 lakhs against Rs. 328.68 lakhs in FY 2022-23.

The above data has been extracted from the Audited Standalone and Consolidated Financial Statements prepared in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP’) to comply with the Accounting Standards specified under Section

Your directors are hopeful that the performance of the Company will further improve in the coming years.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, your company continued to benefit from its 45% stake in RCN Specialities Private Limited, acquired in April 2022. This strategic acquisition has solidified RCN Specialities as an associate company of Mahickra, enabling both entities to capitalize on shared resources and expertise. The ongoing collaboration has strengthened Mahickra’s presence in the specialty chemicals market, fostering continued mutual growth and expanding market reach. This partnership continues to drive innovation and operational efficiency, reinforcing Mahickra’s strategic objectives and market leadership.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2024, there has been no change in the Company’s nature of business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future prospects of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report as Annexure - D.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, there has been no change in the Capital Structure of the Company

a) Authorized Capital:

Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11,00,000 (Eleven Lakhs) Equity Shares of Rupees 10 /- each.

b) Issued Capital, Subscribed and Paid-up Capital:

Rs. 8,12,21,600/- (Rupees Eight Crore Twelve Lakhs Twenty-One Thousand Six Hundred Only) divided into 81,22,160 (Eighty-One Lakh Twenty-Two Thousand One Hundred Sixty) Equity Shares of Rupees 10 /- each.

DIVIDEND

During the year, the company has declared and paid an Interim Dividend of Rs. 0.30/- per equity share having face value of Rs. 10/- each for the financial year 2023-24 at a total payout of Rs. 24.36 Lakhs out of the profits of the company The decision to declare an interim dividend reflects the Company’s commitment to rewarding its shareholders for their continued support and confidence in the business. Given the distribution of this interim dividend, the Directors have decided not to recommend any final dividend for the year, considering that the interim payout adequately reflects the Company’s financial achievements and its strategy to balance shareholder returns with reinvestment for future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.

The details of unpaid / unclaimed divided is as under:

Sr. No.	Financial Year	Date of Declaration of Dividend	Dividend per Equity Share (in Rs.)	Due date for transfer unclaimed / unpaid amount to IEPF	Unclaimed Amount as on March 31, 2024 (After TDS deduction)
1.	2022-23	February 23, 2023	0.65/-	March 22, 2030	24,710
2.	2023-24	December 15, 2023	0.30/-	January 14, 2031	11,404

DIRECTORS’ RESPONSIBILITY

STATEMENT

In pursuance to the provisions of Section 134(3)(c) of the Act, Directors of the Company, to the best of their knowledge and belief with respect to FY 202324, state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL

• BOARD COMPOSITION

With the right balance of independent, executive, and non-executive members, the board of the company is well-balanced and capable of making independent decisions on matters of performance and strategy. It also plays an indispensable part in board proceedings. The company’s board of directors is made up of distinguished people with years of experience and knowledge in their respective industries from a variety of backgrounds. The board possesses 6 (six) directors as of March 31,2024, 3 (three) of whom act as executive directors, 3 (three) are non-executive and independent directors. The maximum tenure of the independent directors is in compliance with the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to Regulation 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors of the Company at the end of Financial Year 2023-24:

Name of Director	Category	Date of Appointment	Number of Shares held in the Company
Mr. Miteshkumar C. Gandhi Managing Director (DIN: 02142361)	Promoter Executive	13/11/2017	7,17,028
Mr. Ashishkumar C. Gandhi Whole-Time Director (DIN: 02142344)	Promoter Executive	13/11/2017	17,85,623
Mrs. Komal M. Gandhi Whole-Time Director (DIN: 02137805)	Promoter Executive	13/11/2017	9,56,113
Mr. Dhanik J. Mehta(A) Director (DIN: 08028156)	Non-Executive (Independent)	18/12/2017
Mr. Akhil Shah Sarabhai(n) Director (DIN: 08026138)	Non-Executive (Independent)	18/12/2017
Mrs. Amisha Fenil Shah Director (DIN: 09411332)	Non-Executive (Independent)	11/07/2022
Mrs. Basari Mehta($) Director (DIN: 10197176)	Non-Executive (Independent)	15/07/2023
Mr. Niren Desai($) Director (DIN: 10192300)	Non-Executive (Independent)	15/07/2023

^iw)Mr. Akhil Shah Sarabhai had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023.

ⁿ Mr. Dhanik Jayeshbhai Mehta had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 15, 2023.

^($) Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of NonExecutive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06^th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

As on March 31,2024, none of the Directors of the Company were related to each other except Mr. Miteshkumar Gandhi, Managing Director, Mr. Ashishkumar Gandhi, Whole-Time Director and Mrs. Komal Gandhi, WholeTime Director who are related to each other as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31,2024, 9 (Nine) meetings of Board of Directors of the Company

The intervening gap between the Meetings was within the period prescribed under the Act. The following meetings of the Board of Directors were held during the financial year ended March 31,2024:
Sr.	Date of	Name of Directors
No.	Board Meeting	Mitesh Kumar Gandhi	Ashish Kumar Gandhi	Komal Mitesh Kumar Gandhi	Dhanik Mehta (*)	Akhil Shah (#)	Amisha Fenil Shah	Basari Mehta ($)	Niren Desai ($)
1.	29/04/2023	Yes	Yes	Yes	Yes	Yes	Yes
2.	15/05/2023	Yes	Yes	Yes	Yes	No	Yes
3.	24/06/2023	Yes	Yes	Yes	Yes	No	Yes
4.	15/07/2023	Yes	Yes	Yes			Yes
5.	15/09/2023	Yes	Yes	Yes			Yes	Yes	Yes
6.	15/11/2023	Yes	Yes	Yes			Yes	Yes	Yes
7.	15/12/2023	Yes	Yes	Yes			Yes	Yes	Yes
8.	28/12/2023	Yes	Yes	Yes			Yes	Yes	Yes
9.	15/02/2024	Yes	Yes	Yes			Yes	Yes	Yes

<# Mr. Akhil Shah Sarabhai had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023.

<* Mr. Dhanik Jayeshbhai Mehta had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 15, 2023.

<$ Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of NonExecutive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

• CHANGE IN DIRECTORS

During the year under review,

a) Mr Akhil Sarabhai Shah (DIN: 08026138) has tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023 due to his ailing health condition. He further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations and the same had intimated to Exchange as well. The Board has accepted resignation of the same at their meeting held on July 15, 2023.

b) Mr. Dhanik Jayeshbhai Mehta (DIN: 08028156) has tendered his resignation from the position of NonExecutive and Independent Director of the Company with effect from July 15, 2023 due to pre-occupation of his work and other professional commitments. He further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations and the same had intimated to Exchange as well. The Board has accepted resignation of the same at their meeting held on July 15, 2023.

c) Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Miteshkumar C. Gandhi (DIN: 02142361) was re-appointed as a Managing Director for a period of 3 years effective December 20, 2023 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board / Committee of the Company.

• RETIREMENT BY ROTATION

As per the provisions of Section 152 of the Act read with Rules made thereunder and as per the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee and Board Mr. Ashishkumar C. Gandhi (DIN: 02142344) Whole-Time Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking members’ approval for his re-appointment forms part of Notice of the 07th Annual General Meeting.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

In accordance with Section 149(6) of the Act, its implementing regulations, and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015, the Independent Directors have signed declarations attesting to their compliance with the independence requirements.

The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status of Independent Directors of the Company. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, with respect to their name appearing in the data bank of Independent Directors maintained by The Indian Institute of Corporate Affairs and that they are exempt / have cleared the Online Proficiency Assessment Test, as applicable.

d) Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Ashishkumar C. Gandhi (DIN: 02142344) was re-appointed as a WholeTime Director for a period of 3 years effective December 20, 2023 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

e) Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mrs. Komal M. Gandhi (DIN: 02137805) was re-appointed as a Whole-Time Director for a period of 3 years effective December 20, 2023 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

f) Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Niren Desai (DIN: 10192300) was appointed as a Non-Executive and Independent Director for a period of 5 years effective July 15, 2023 up to July 14, 2028 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

g) Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mrs. Basari Mehta (DIN: 10197176) was appointed as a Non-Executive and Independent Director for a period of 5 years effective July 15, 2023 up to July 14, 2028 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

In the opinion of the Board, all Independent Directors possess requisite qualifications, expertise, experience (including the proficiency) and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

• DISQUALIFICATIONS OF DIRECTORS

In compliance with Section 164(2) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company received Form DIR-8 from each and every Director during the financial year 2023-2024 that is being reviewed. This form certifies that none of the Directors of your Company is disqualified to hold office as a director under the provisions of Section 164(2) of the Act, nor are they barred from holding the office of a director by any order of the SEBI or any such authority in accordance with SEBI letter dated June 14, 2018, and NSE circular dated June 20, 2018 on the subject “Enforcement of SEBI orders regarding appointment of Directors by Listed Companies.”

In accordance with the requirements of several Act provisions, the company’s directors have disclosed all relevant information.

• KEY MANAGERIAL PERSONNEL

In accordance with the Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of the company;

a. Mr. Mitesh Kumar Champaklal Gandhi, Chairman and Managing Director

b. Mr. Ashish Kumar Champaklal Gandhi, WholeTime Director

c. Mrs. Komal Mitesh Kumar Gandhi, Whole-Time Director

d. Mr. Kalusinh Chauhan, Chief Financial Officer

e. Ms. Sona Bachani, Company Secretary

During the year under review, there is no other change in the Key Managerial personnel of the Company.

• MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on February 15, 2024. inter alia, to discuss:

• Review of the performance of the NonIndependent Directors and the Board of Directors as a whole.

• Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

• Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

• FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

Your company has put in place a rigorous familiarization program for independent directors in an effort to give them the information, exposure, and understanding they need to carry out their duties well. The program includes thorough deployment, regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. We work to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding

policy-related issues as well as other pertinent and important information. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency The terms of reference of these committees are in line with Act.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act and Regulation 18 of Listing Regulations.

During the year under review, seven meetings of the Audit Committee were held i.e. on May 15 2023, July 13 2023, September 15 2023, November 15 2023, December 15 2023, February 15 2024. The intervening gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2023-24 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2023-24		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta(#)	Chairperson, Non Executive Independent Director	6	4	66.67%
2.	Mr. Niren Desai(#)	Member, Non Executive Independent Director	6	4	66.67%
3.	Mrs. Amisha Shah	Member, Non Executive Independent Director	6	6	100%
4.	Mr. Dhanik Mehta(@)	Chairman, Non Executive Independent Director	6	2	33.33%
5.	Mr. Akhil Sarabhai($)	Member, Non Executive Independent Director	6	2	33.33%

⁽$> Mr. Akhil Shah Sarabhai had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023.

⁽@> Mr. Dhanik Jayeshbhai Mehta had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 15, 2023.

⁽#> Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of NonExecutive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.

During the year under review, five meetings of the Nomination and Remuneration Committee were held i.e. on July 13 2023 and December 28 2023.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2023-24 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2023-24		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta(#)	Chairperson, Non Executive Independent Director	2	1	50%
2.	Mr. Niren Desai(#)	Member, Non Executive Independent Director	2	1	50%
3.	Mrs. Amisha Shah	Member, Non Executive Independent Director	2	2	100%
4.	Mr. Dhanik Mehta(@)	Chairman, Non Executive Independent Director	2	1	50%
5.	Mr. Akhil Sarabhai($)	Member, Non Executive Independent Director	2	1	50%

⁽$> Mr. Akhil Shah Sarabhai had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023.

⁽@> Mr. Dhanik Jayeshbhai Mehta had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 15, 2023.

⁽#> Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of NonExecutive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

The committee was further reconstituted with effect from July 15, 2023.

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on November 15 2023.

The details of the Stakeholder Relationship Committee Meeting attended by its members during FY 2023-24 are given below:

1. Mrs. Basari Mehta(#) Chairperson, Non Executive 1 1 100%

Independent Director

2. Mr. Niren Desai(#) Member, Non Executive 1 1 100%

Independent Director

3. Mrs. Amisha Shah Member, Non Executive 1 1 100%

Independent Director

4. Mr. Dhanik Mehta(@) Chairman, Non Executive 1 0 0%

Independent Director

5. Mr. Akhil Sarabhai($) Member, Non Executive 1 0 0%

Independent Director

⁽$> Mr. Akhil Shah Sarabhai had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023.

⁽@> Mr. Dhanik Jayeshbhai Mehta had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 15, 2023.

⁽#> Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of NonExecutive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

The committee was further reconstituted with effect from July 15, 2023.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders.

CORPORATE GOVERANCE

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, your company has conducted Extra-Ordinary General Meeting (‘EOGM’) to fill vacancy caused due to resignation of Statutory Auditor of the Company. The said EOGM was held on January 24, 2024.

POSTAL BALLOT

During the financial year ended March 31, 2024, there are no special resolution was required to be put through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company’s website and can be accessed at www.mahickra.com

AUDITORS:

• STATUTORY AUDITOR

M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) resigned causing a casual vacancy as Statutory Auditor of the Company w.e.f. December 06, 2023.

Based on the recommendation of the Audit Committee and Board and in accordance with Section 139(8) of the Act, your company appointed M/s. Piyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad as the Statutory Auditors of the Company for the Financial Year 202324. This was done to fill the casual vacancy caused

by the resignation of the statutory auditor and to hold office until the ensuing Annual General Meeting (‘AGM’). During the Extraordinary General Meeting on January 24, 2024, the members approved the aforementioned appointment.

In pursuance of the recommendation received from Audit Committee of the Company, the Board has approved appointment of M/s. Piyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad as the Statutory Auditors of the Company for a period of 5 years from conclusion of ensuing AGM to conclusion of AGM to be held in calendar year 2029 subject to approval of members at the ensuing AGM.

As per the provisions of Section 139 of the Act, they have given their consent for the appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The Auditors’ Report is enclosed with the financial statements forming part of this Annual Report.

• SECRETARIAL AUDITOR

Mr. Nayan P Pitroda, a Practicing Company Secretary, (ACS No. 58743, C. P No. 23912) Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2023-24 as per Section 204 of the Act, and rules made thereunder.

The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure - C and forms part of this report. The Secretarial Audit Report contain qualifications, reservations, adverse remarks or disclaimer which is as under.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

Audit Qualification: Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the Company has not uploaded on Stock Exchange Website the Prior Intimation of the Board Meeting held on 15th November,2023 which was held for Approval of Un-Audited Financial Results of the Company for the half year ended September 30, 2023.

Reply by Management for above qualification raised by Auditor: “The Board Meeting scheduled for 13/11/2023 was not held due to the unavailability of Directors and the lack of quorum. As a result, the Board has decided to reschedule the meeting. Given the urgency and the current situation, the Board has decided to hold the rescheduled meeting of the Board of Directors on Wednesday, November 15, 2023.”

• INTERNAL AUDITOR

During the year under review, M/s. Piyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad had tendered their resignation from the position of Internal Auditors of the Company w.e.f. December 12, 2023. The Board took note and accepted their resignation in their meeting held on December 15, 2023.

Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to the recommendation of the Audit Committee of the Company, the Board of Directors has approved the appointment of M/s Ashish Sheth & Associates, Chartered Accountants, Ahmedabad, having Firm Registration Number 146184W as the Internal Auditors of the Company for the Financial Year 2023-24.

The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a periodic basis. The scope of internal audit is approved by the Audit Committee.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:

The Board of Directors not appointed Cost Auditor owing to non-applicability to appoint Cost Auditor in your Company specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are not made and maintained.

REPORTING OF FRAUD

In pursuance to the provisions of Section 143(12) of the Act, the Statutory Auditors had not reported any incident of frauds (other than those which are reportable to the Central Government) to the Board of Directors of the Company during the financial year under review.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Internal governance structures, which offer checks and balances, have been formally established by your company and include policies, procedures, and guidelines. Internal controls have been maintained by the company in a proper and sufficient manner. In terms of the efficacy and effectiveness of operations, the trustworthiness of financial controls, and adherence to relevant laws and regulations, the system is intended to offer a reasonable level of assurance. When it comes to making financial decisions, the organization is well-structured, and the policy guidelines are clearly defined and well-documented. The overall control mechanism for ensuring that the necessary information related to all operations is reported and is accurate includes

structured management information and reporting systems as well as an extensive budgetary control process for all major operational activities.

In order to promote an independent mindset, the company has hired a group of qualified professionals known as internal auditors. These auditors receive proper support from the finance department and carry out operational and system audits in accordance with an audit plan that has been approved by the Audit Committee. As part of their duties, internal auditors evaluate and assess the sufficiency and effectiveness of internal control measures as well as their adherence to policies, plans, and legal requirements. At Audit Committee meetings, the internal audit reports are examined, and management starts taking appropriate action on the recommendations. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India.

DEPOSITS

During the year under review, The Company has not accepted any deposit any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2024, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered by the

Company during the financial year 2023-24 with related parties were in compliance with applicable provisions of the Act and the Policy on Related Party Transactions and were entered with the approval of Audit Committee and Board, as and when applicable. All the related party transactions were entered into during the financial year were on arm’s length basis. The Related Party Transaction policy is placed on the Company’s website i.e. www.mahickra.com. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2023-24 and hence does not form part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

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 BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.

MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of signing of this report.

DETAILS OF SIGNIFICANT AND

MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year under review, there are no significant and material orders passed by the regulators/courts or tribunals that could impact the going concern status and operations of the Company in future.

CORPORATE SOCIAL RESPONSIBILITY

(‘CSR’)

The provisions of the Corporate Social Responsibility as contained under section 135 of the Act are not applicable on the Company.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy was developed by the Board of Directors of your Company in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws.

The Company’s policy on Directors’ appointment and remuneration and other matters as provided in Section 178(3) of the Act is available on the website of the Company at and has been displayed on website www.mahickra.com.

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

Pursuant to the provisions of the Act and Listing Regulations, at a separate Board meeting, the performance of the Board, its committee(s), and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors were satisfied with the evaluation results, which reflected the overall commitment and sense of duty

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“SEBI PIT Regulations”), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management effectively manages risk using a strictly delineated framework. The company has identified the major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, financial, human, environmental, and statutory compliance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder There was no complaint outstanding / received from any employee during the financial year 2023-24 and hence, no complaint is pending as on March 31,2024 for redressal.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provision of Section 177 of the Act read with Regulation 22 of the Listing Regulations, your company has implemented a whistleblower policy and created the necessary vigil mechanism for directors and employees to enable the reporting of sincere concerns about improper or unethical behavior without fear of vengeance.

Your company’s vigil mechanism offers sufficient protections against victimization of directors and employees who use it, as well as, in exceptional circumstances, direct access to the chairman of the audit committee. Access to the Chairperson of the Audit Committee has never been denied to anyone. The vigil mechanism / whistle blower policy is available on the Company’s website of your company i.e. at www.mahickra.com.

During the year under review, no complaint was received from a whistleblower.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Company’s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional

website with the domain name www.mahickra.com. The website serves as a comprehensive source of basic information about our company

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure - A to this Report.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 202324 is being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2023-2024 will also be accessible at the website of the Company i.e. www. mahickra.com.

CAUTIONARY STATEMENT

The annual report including those which relate to the directors’ report, management discussion and analysis report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors thank the Company’s employees, customers, vendors, investors and business partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Mahickra family.

---

Mar 31, 2023

Your Directors are pleased to present the 06^th Annual Report together the Audited (Standalone and Consolidated) Financial Statements of your Company for the financial year ended March 31,2023:

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as of March 31,2023 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and the applicable of the Companies Act, 2013 (“Act”).

Performance Review & State of Company’s Affairs:

To reach a larger customer base and raise brand awareness, one of the initiatives implicated the creation of new products and the implementation of targeted marketing campaigns. Your company also clustered on enhancing the product quality and adding new features to attract prospective consumers as well as retain old ones. Throughout the financial year, your company undertook a number of initiatives that attributed to and strengthened growth in both manufacturing and sales volumes. Your industry makes an endeavor to increase the sales of the manufactured and promoted product.

• Standalone:

During the year under review, the Revenue from operations increased to '' 10,303.38 lakhs in FY 2022-23 from 10,230.09 lakhs in FY 2021-22. The Profit After Tax

(PAT) attributable to the shareholders in FY 2022-23 was '' 328.23 lakhs against '' 334.83 lakhs in FY 2021-22.

• Consolidated:

Pursuant to the provisions of Section 129 and 134 of the Act read with Rules framed there under and pursuant to Regulation 33 of Listing Regulations, your Company has prepared consolidated financial statements of the Company and its Associate i.e. RCN Specialities Private Limited (CIN: U24290GJ2022PTC131058).

During the year under review, the Revenue from operations increased to '' 10,303.38 lakhs in FY 2022-23 from 10,230.09 lakhs in FY 2021-22. The Profit After Tax (PAT) attributable to the shareholders in FY 2022-23 was '' 328.68 lakhs against '' 334.83 lakhs in FY 2021-22. Your directors are hopeful that the performance of the Company will further improve in the coming years.

Particulars	Standalone		Consolidated
	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from Operations	10303.38	10230.09	10303.38	10230.09
Other Income	371.39	393.12	371.39	393.12
Total Revenue	10674.77	10623.21	10674.77	10623.21
Earnings Before Interest, Depreciation and Amortization Expense and Taxes	600.65	564.86	600.65	564.86
Less:- A) Finance Cost	89.18	75.05	89.18	75.05
Less:- B) Depreciation and Amortization Expense	55.44	25.23	55.44	25.23
Profit / (Loss) before Extra-Ordinary Items and tax	456.02	464.58	456.02	464.58
Add/(Less): Extra-Ordinary Item	-	-	-	-
Profit/(Loss) after Extra Ordinary Items and before tax	456.02	464.58	456.02	464.58
Total Tax Expense	127.79	129.75	127.79	129.75
Share of Associate’s Profit	-	-	0.45	-
Profit / (Loss) After Tax	328.23	334.83	328.68	334.83
Earnings Per Share	4.04	4.12	4.05	4.12
Basic / Diluted (Amount in '')

The details of unpaid / unclaimed divided is as under:

Sr. No.	Financial Year	Date of Declaration of Dividend	Dividend per Equity Share (in '')	Due date for transfer unclaimed / unpaid amount to IEPF	Unclaimed Amount as on March 31, 2023 (After TDS deduction)
1.	2022-23	February 23, 2023	0.65/-	March 22, 2030	24,710

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, your company has acquired 45% stake in RCN Specialities Private Limited in April 2022. The said company became an associate of your company. This acquisition was made as part of a strategic plan to increase our company’s presence in the speciality chemicals market. By becoming an associate, RCN Specialities Private Limited now benefits from our company’s resources and expertise, allowing for mutual growth and collaboration in the market.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2023, there has been no change in the Company’s nature of business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future prospects of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report as Annexure - E.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, there has been no change in the Capital Structure of the Company.

a) Authorized Capital:

'' 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11,00,000 (Eleven Lakhs) Equity Shares of Rupees 10 /- each.

b) Issued Capital, Subscribed and Paid-up Capital:

'' 8,12,21,600/- (Rupees Eight Crore Twelve Lakhs Twenty One Thousand Six Hundred Only) divided into 81,22,160 (Eight One Lakh Twenty Two Thousand One Hundred Sixty) Equity Shares of Rupees 10 /- each.

DIVIDEND

During the year under review, based on the Company’s performance, the Directors have declared and paid interim dividend of '' 0.65/- Per Equity Share of Face Value of '' 10/-Each to those members whose names to be appeared on the register of member dated March 03, 2023. In view of declaration of the Interim dividend, your directors do not recommend any final dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) of the Act the Board of Directors of the Company confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL • BOARD COMPOSITION

The Company has a balanced board with optimum combination of executive and non-executive directors including independent directors, which plays a crucial role in board processes and provides independent judgment on issues of strategy and performance. The board of directors of the Company consist of eminent individuals from diverse fields having experience and expertise in their respective fields. As on March 31,2023, board comprises of 6 (six) directors out of which 3 (three) are executive directors, 3 (Three) are non-executive directors and independent directors. Independent Directors are appointed in compliance with the applicable provisions of the Act, as amended from time to time. The maximum tenure of the independent directors is in compliance with the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to provision of Section 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors of the Company at the end of Financial Year 2022-23:

Name of Director	Category	Date of Appointment	Number of Shares held in the Company
Mr. Miteshkumar C. Gandhi Managing Director (DIN: 02142361)	Promoter Executive	13/11/2017	6,79,528
Mr. Ashishkumar C. Gandhi Whole-Time Director (DIN: 02142344)	Promoter Executive	13/11/2017	17,85,623
Mrs. Komal M. Gandhi Whole-Time Director (DIN: 02137805)	Promoter Executive	13/11/2017	9,33,613
Ms. Vrusha Patel(*) Director (DIN: 07772669)	Non-Executive (Independent)	18/12/2017	-
Mr. Dhanik J. Mehta(^) Director (DIN: 08028156)	Non-Executive (Independent)	18/12/2017	-
Mr. Akhil Shah Sarabhai(n) Director (DIN: 08026138)	Non-Executive (Independent)	18/12/2017	-
Mrs. Amisha Fenil Shah(#) Director (DIN: 09411332)	Non-Executive (Independent)	11/07/2022	-

(¹)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

(n)Mr. Akhil Shah Sarabhai had tendered his resignation as a Non-Executive and Independent Director of the Company with effect from July 14, 2023.

(^)Mr. Dhanik Jayeshbhai Mehta had tendered his resignation as a Non-Executive and Independent Director of the Company with effect from July 15, 2023.

As on March 31, 2023, none of the Directors of the Company were related to each other except Mr. Miteshkumar Gandhi, Managing Director, Mr. Ashishkumar Gandhi, Whole-Time Director and Mrs. Komal Gandhi, Whole-Time Director who are related to each other as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31,2023, 12 (twelve) meetings of board of directors of the Company.

The intervening gap between the Meetings was within the period prescribed under the Act.

The following meetings of the Board of Directors were held during the financial year ended March 31,2023:

Sr. No.	Date of Board Meeting	Name of Directors
		Miteshkumar Gandhi	Ashishkumar Gandhi	Komal Miteshkumar Gandhi	Vrusha Patel(1)	Dhanik Mehta	Akhil Shah	Amisha Fenil Shah(#)
1.	22/04/2022	Yes	Yes	Yes	Yes	Yes	Yes
2.	12/05/2022	Yes	Yes	Yes	Yes	Yes	Yes
3.	30/05/2022	Yes	Yes	Yes	Yes	Yes	Yes
4.	07/07/2022	Yes	Yes	Yes		Yes	Yes
5.	11/07/2022	Yes	Yes	Yes		Yes	Yes
6.	20/07/2022	Yes	Yes	Yes		Yes	Yes	Yes
7.	02/09/2022	Yes	Yes	Yes		Yes	Yes	Yes
8.	12/10/2022	Yes	Yes	Yes		Yes	Yes	Yes
9.	02/11/2022	Yes	Yes	Yes		Yes	Yes	Yes
10.	10/11/2022	Yes	Yes	Yes		Yes	Yes	Yes
11.	23/02/2023	No	Yes	Yes		Yes	Yes	Yes
12.	15/03/2023	Yes	Yes	Yes		Yes	Yes	Yes

Mrs. Amisha Fenil Shah (DIN: 09411332) was appointed as Additional Directors and designated as Non-Executive and Independent Director of your Company with effect from July 11, 2022. Further, the said appointment was regularized by way of passing special resolution at the 05th Annual General Meeting of the Company held on September 28, 2022. In the opinion of the Board, all the aforesaid Directors possess the integrity, expertise and experience (including proficiency) required for appointment as Independent Directors of the Company.

• APPOINTMENT / RE-APPOINTMENT / RESIGNATION OF DIRECTORS:

At the 3^rd Annual General Meeting of the Company held on September 25, 2020, the shareholders had approved the re-appointment of Mr. Miteshkumar C. Gandhi (DIN: 02142361) as Managing Director, Mr. Ashishkumar C. Gandhi (DIN: 02142344) and Mrs. Komal M. Gandhi (DIN: 02137805) as Whole Time Director of the Company for further period of 3 (three) years till December 19, 2023.

Based on the recommendation of the Nomination and Remuneration Committee, the board of directors have approved the re-appointment of Mr. Miteshkumar C. Gandhi as Managing Director, Mr. Ashishkumar C. Gandhi and Mrs. Komal M. Gandhi as Whole Time Director of the Company, on fresh terms and conditions of reappointment and remuneration effective from December 20, 2023, subject to approval of the shareholders of the Company at the forthcoming AGM. Except Mr. Miteshkumar C. Gandhi, Managing Director of the Company, other directors are liable to retire by rotation. The Board recommends their re-appointment.

After the closure of the financial year, Based on the recommendation of the Nomination and Remuneration Committee. The Board has considered and approved the appointment of Mr. Niren A. Desai (DIN: 10192300) and Mrs. Basari D. Mehta (DIN: 10197176) as an Additional Directors in the category of Non-Executive and Independent Directors of the Company for a consecutive term of 5 (five) years commencing on July 15, 2023, subject to the approval of Members at the forthcoming Annual General Meeting. The Board recommends their appointment.

Mr. Akhil Sarabhai Shah (DIN: 08026138) has tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023 due to his ailing health condition. He further confirmed that there is no other material reason

other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations. The Board have accepted his resignation at their meeting held on July 15, 2023.

Mr. Dhanik Jayeshbhai Mehta (DIN: 08028156) has tendered his resignation from the position of NonExecutive and Independent Director of the Company with effect from July 15, 2023 due to pre-occupation of his work and other professional commitments. He further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations. The Board have accepted his resignation at their meeting held on July 15, 2023.

• RETIREMENT BY ROTATION

Mr. Miteshkumar C. Gandhi (DIN: 02142361) Director of the Company who is liable to retire by rotation pursuant to the provisions of Section.152(6) of the Act and offer himself for reappointment, subject to the approval of the members at the ensuing Annual General Meeting.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from the independent directors of the Company in accordance with Section 149 (7) of the Act confirming that they meet the criteria of independence prescribed under the Act. All the Independent Directors have also confirmed that in terms of Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director’s database as prescribed under the Act.

In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.

• DISQUALIFICATIONS OF DIRECTORS

During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Act read with Companies (Appointment and

Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Act and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated June 14, 2018 and NSE circular dated June 20, 2018 on the subject “Enforcement of SEBI orders regarding appointment of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

• KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of the company;

a. Mr. Miteshkumar Champaklal Gandhi, Chairman and Managing Director

b. Mr. Ashishkumar Champaklal Gandhi, Whole-Time Director

c. Mrs. Komal Miteshkumar Gandhi, Whole-Time Director

d. Mr. Kalusinh Chauhan, Chief Financial Officer

e. Ms. Sona Bachani, Company Secretary

During the year under review, Ms. Himali Thakkar has resigned from the post of Company Secretary & Compliance Officer of the Company effective from April 21, 2022. The Board of Directors has appointed Ms. Sona Bachani as a Company Secretary & Compliance Officer of the Company w.e.f. October 12, 2022 who is a Key Managerial Personnel as per Section 203 of the Act. Apart from the said change, there is no other change in the Key Managerial personnel of the Company during the year under review.

• MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on February 23, 2023 inter alia, to discuss:

> Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

> Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

> Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

• FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

Your company has put in place a rigorous familiarization program for independent directors in an effort to give them the information, exposure, and understanding they need to carry out their duties well. The program includes thorough deployment, regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. We work to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as other pertinent and important information. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act and Regulation 18 of Listing Regulations.

During the year under review, seven meetings of the Audit Committee were held i.e. on May 12 2022, May 30 2022, July 20 2022, September 02 2022, November 02 2022, November 10 2022, March 15 2023. The intervening gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2022-23 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of M during the Held	eetings held FY 2022-23 Attended	Percentage of attendance
1.	Mr. Dhanik Mehta	Chairman, Non-Executive Independent Director	7	7	100%
2.	Mr. Akhil Sarabhai	Member, Non-Executive Independent Director	7	7	100%
3.	Ms. Vrusha Patel(2)	Member, Non-Executive Independent Director	7	2	28%
4.	Mrs. Amisha Shah(#)	Member, Non-Executive Independent Director	7	4	57%

(²)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

The committee was further reconstituted with effect from July 11,2022.

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted the observations and recommendations made by the Audit Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.

During the year under review, five meetings of the Nomination and Remuneration Committee were held i.e. on April 22 2022, July 07 2022, July 11 2022, September 02 2022, October 12 2022.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2022-23 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of M during the Held	eetings held FY 2022-23 Attended	Percentage of attendance
1.	Mr. Dhanik Mehta	Chairman, Non-Executive Independent Director	5	5	100%
2.	Mr. Akhil Sarabhai	Member, Non-Executive Independent Director	5	5	100%
3.	Ms. Vrusha Patel(2)	Member, Non-Executive Independent Director	5	1	20%
4.	Mrs. Amisha Shah(#)	Member, Non-Executive Independent Director	5	2	40%

Director of the Company at the Board Meeting dated July 11, 2022. Subsequently in the 05th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

The committee was further reconstituted with effect from July 11,2022.

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on February 23 2023.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2022-23 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of M during the Held	eetings held FY 2022-23 Attended	Percentage of attendance
1.	Mr. Dhanik Mehta	Chairman, Non-Executive Independent Director	1	1	100%
2.	Mr. Akhil Sarabhai	Member, Non-Executive Independent Director	1	1	100%
3.	Ms. Vrusha Patel(*)	Member, Non-Executive Independent Director	1	0	0%
4.	Mrs. Amisha Shah(#)	Member, Non-Executive Independent Director	1	1	100%

(*)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05^th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

The committee was further reconstituted with effect from July 11,2022.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders. CORPORATE GOVERANCE

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding '' 10 Crore and Net worth not exceeding '' 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-23.

POSTAL BALLOT

During the financial year ended March 31,2023, there are no special resolution was required to be put through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company’s website and can be accessed at www.mahickra.com

AUDITORS:

• STATUTORY AUDITOR

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E), were appointed as the Statutory Auditors of your Company for a term of five years beginning from the conclusion of 1st Annual General Meeting till the conclusion of 06th Annual General Meeting (AGM).

Based on the recommendation of Audit Committee, the Board of Directors has recommended the re-appointment of M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) as the Statutory Auditors of the Company pursuant to Section 139 of the Act, from the conclusion of the 6th Annual General Meeting of the Company till the conclusion of the 11^th Annual General Meeting subject to the approval of the Members in the ensuing Annual General Meeting.

As per the provisions of Section 139 of the Act, they have given their consent for the appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The Auditors’

Report is enclosed with the financial statements forming part of this Annual Report.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

Audit Qualification:

There is a qualification in audit report issued by the Statutory Auditors of the Company pertaining to, the Company has filed an application with Authorised dealer seeking permission to “write off” Export Receivable of '' 57.29 lakhs from one of the party. However, such receivable is neither “written off” nor “Provision for Doubtful recovery” is done in the books for the same. The trade receivable and profit (loss) for the year is overstated / understated to the extent of such outstanding.

Reply by Management for above qualification raised by Auditor:

Based on the information provided, the Company has taken necessary steps to write off an export receivable. We had filed necessary documents with the Authorised dealer, but the dealer has not yet initiated or completed the process of writing off the Export Receivable of one party. As a result, the Company is unable to write it off from its books. However, once the dealer completes the process, we will proceed with the write-off.

• SECRETARIAL AUDITOR

Mr. Nayan FI Pitroda, a Practicing Company Secretary, (ACS No. 58743, C. FI No. 23912) Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2022-23 as per Section 204 of the Act, and rules made thereunder.

The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure - D and forms part of this report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

• INTERNAL AUDITOR

M/s. Fiyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad are Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a

periodic basis. The scope of internal audit is approved by the Audit Committee.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:

The Board of Directors not appointed Cost Auditor owing to non-applicability to appoint Cost Auditor in your Company specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are not made and maintained.

REPORTING OF FRAUD

In pursuance to the provisions of Section 143(12) of the Act, the Statutory Auditors had not reported any incident of frauds (other than those which are reportable to the Central Government) to the Board of Directors of the Company during the financial year under review.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Internal governance structures, which offer checks and balances, have been formally established by your company and include policies, procedures, and guidelines. Internal controls have been maintained by the company in a proper and sufficient manner. In terms of the efficacy and effectiveness of operations, the trustworthiness of financial controls, and adherence to relevant laws and regulations, the system is intended to offer a reasonable level of assurance. When it comes to making financial decisions, the organization is well-structured, and the policy guidelines are clearly defined and well-documented. The overall control mechanism for ensuring that the necessary information related to all operations is reported and is accurate includes structured management information and reporting systems as well as an extensive budgetary control process for all major operational activities.

In order to promote an independent mindset, the company has hired a group of qualified professionals known as internal auditors. These auditors receive proper support from the finance department and carry out operational and system audits in accordance with an audit plan that has been approved by the Audit Committee. As part of their duties, internal auditors evaluate and assess the sufficiency and effectiveness of internal control measures as well as their adherence to policies, plans, and legal requirements. At Audit Committee meetings, the internal audit reports are examined, and management starts taking appropriate action on the recommendations. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India.

DEPOSITS

During the year under review, The Company has not accepted any deposit during the financial year under review.

There was unsecured loan accepted by the Company from its Directors during the year under review under sub-rule 1 clause (C) sub-clause (viii) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the FY 2022-23 with related parties were in compliance with applicable provisions of the Act and on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transaction Policy for the purpose of identification and monitoring of such transaction. The Related Party Transaction policy is placed on the Company’s website i.e. www.mahickra.com.

Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Act, are disclosed in Form AOC-2 as Annexure - C to this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

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 BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of signing of this report.

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

During the year under review, there are no significant and material orders passed by the regulators/courts or tribunals that could impact the going concern status and operations of the Company in future.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR'')

The provisions of the Corporate Social Responsibility as contained under section 135 of the Act are not applicable on the Company.

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy was developed by the Board of Directors of your Company in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws. The Company’s policy on Directors’ appointment and remuneration and other matters as provided in Section 178(3) of the Act is available on the website of the Company at and has been displayed on website www.mahickra.com.

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

Pursuant to the provisions of the Act and Listing Regulations the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“SEBI PIT Regulations”), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management effectively manages risk using a strictly delineated framework. The company has identified the major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, financial, human, environmental, and statutory compliance.

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

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint outstanding / received from any employee during the financial year 2022-

23 and hence, no complaint is pending as on March 31,2023 for redressal.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with Section 177 of the Act and Regulation 22 of the Listing Regulations, your company has implemented a whistleblower policy and created the necessary vigil mechanism for directors and employees to enable the reporting of sincere concerns about improper or unethical behavior without fear of vengeance.

Your company’s vigil mechanism offers sufficient protections against victimization of directors and employees who use it, as well as, in exceptional circumstances, direct access to the chairman of the audit committee. Access to the Chairman of the Audit Committee has never been denied to anyone. The aforementioned policy can be found on your company’s website at www.mahickra.com.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Company’s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional website with the domain name www.mahickra.com. The website serves as a comprehensive source of basic information about our company.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure - A to this Report.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2022-23 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2022-2023 will also be accessible at the website of the Company i.e. www.mahickra.com.

CAUTIONARY STATEMENT

The annual report including those which relate to the directors’ report, management discussion and analysis report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forwardlooking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication, and commitment. The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its suppliers, retailers, dealers and others associated with the Company. The Directors also take this opportunity to thank all its clients, vendors, banks, Government and Regulatory Authorities for their continued support.

For & on behalf of the Board of Directors Mahickra Chemicals Limited

Miteshkumar Gandhi Ashishkumar Gandhi

Date: July 15, 2023 Managing Director Whole-Time Director

Place: Ahmedabad DIN: 00243783 DIN: 05262863

1

Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05^th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

• CHANGE IN DIRECTORS

During the year under review, Ms. Vrusha Patel (DIN: 07772669), Non-Executive and Independent Director with effect from July 06, 2022 by tendering her resignation from the Board of the Company due to other assignment work reason and the same had intimated to Exchange as well. The Board has accepted resignation of the same at their meeting held on July 07, 2022.

2

Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent

---

Mar 31, 2018

To,

The Members,

Mahickra Chemicals Limited

Ahmedabad

The Directors have pleasure in presenting their Annual Report on the Business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL SUMMARY :

During the year under review, the Company has incurred profit of Rs. 73,57,652/-. However, your directors look forward to improve the financial position of the Company and are optimistic about the future Growth and performance of the Company.

The Summarized Financial results of the Company for the period ended 31^st March, 2018 are as follows.

PARTICULARS	2017-18
Sales	19,52,08,109
Other Income	45,55,050
Total Income	19,97,63,159
Less: Expenditure	(18,79,10,878)
Profit /(Loss) before Interest , Depreciation ,Tax	1,18,52,281
Less:Interest	(20,21,442)
Less: Depreciation & Amortization Cost	(4,64,813)
Less: Extra-Ordinary items	-
Profit /loss before Tax	93,66,026
Less: Tax-Expenses
Current tax	(24,11,752)
Deferred tax Asset	4,03,378
Profit/Loss After Tax	73,57,652

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The key-highlights pertaining to the business of the Company for the Year 2017-18 have been given hereunder:

The total Income of the Company during financial year 2017-18 is Rs.19,52,08,109/-The Directors trust that the shareholders will find the Performance of the Company for Financial year.

3. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the company. Your directors have decided not to recommend any dividend for the period under review.

-TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

4. RESERVES

During the Current Financial Year Our Company has gained a Net profit of Rs73,57,652. In F.Y.2017-18, Your Directors have transferred to Reserves Rs. 73,57,652/- for Strengthen the Financial position of the Company in nearest Future.

5. CHANGES IN THE NATURE OF BUSINESS

For Sustained growth in the Future, Company wants to rely on the main business of the Company; there is no change in the nature of the business of the Company during the year.

6. CHANGES IN THE NATURE OF FORM OF THE COMPANY

There is a conversion of Partnership Firm Mahak Dye-Chem Industries in to a Public Limited Company naming Mahickra Chemicals Limited. In the Financial year 2017-18, The Registrar of Companies, Gujarat, dadranagar Haveli has on 13^th November, 2017 issued new certificate of incorporation recording the name of the company.

7. CAPITAL STRUCTURE

The Authorized Share-capital of the Company is Rs. 8,00,00,000/- (RUPEES EIGHT CRORES ONLY) Divided into 80,00,000 Equity Shares of Rs. 10.00/- Each. The Company has issued 51,34,160 (Fifty one Lakhs Thirty Four Thousand One Hundred and Sixty) Shares of Rs. 10/- Each. The Paid up Share-Capital of the Company is Rs.5,13,41,600/- (Five Crores Thirteen Lakhs Forty one Thousand and six hundred Rupees only).

The Company has issued 16,67,500 (Sixteen Lakhs Sixty seven thousand Five hundred) shares of Rs.10/- Each, with The Premium of Rs. 10/- Each and 1,66,660 (One Lakh Sixty six thousand and Sixty ) shares of Rs. 10/- Each with The Premium of Rs.14/- Each as a Preferential basis under Section 42, 62(1) (C) of the Companies Act, 2013.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material Changes and Commitments affecting the financial position of the company. Changes have occurred between the ends of the financial year of the company to which the financial statements relate to the date of this report.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are no any changes in Key-managerial personnel as well as no changes in the Director.

10. PARTICULARS OF EMPLOYEES:

The Provisions of Rule 5 (2) & (3) of the Companies (Appointment & Remuneration of managerial Personnel) Amendment Rules, 2016 are not Applicable to the Company as none of the employees of the Company has received remuneration above limits specified in the Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel ) Amendments Rules, 2016 during the Financial Year 2017-18.

The Information required Under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in the statement annexed herewith as Annexure 1.

11. MEETING OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 9 times during the Year on 15/11/2017, 18/12/2017, 30/12/2017, 05/01/2018, 09/01/2018, 10/01/2018, 14/02/2018, 22/02/2018, 28/02/2018. In Respect of which Proper notices were given and the proceedings were properly recorded, Signed and maintained in the Minutes book Kept by the Company for the Purpose. The intervening gap between the Meetings was within the period Prescribed under the Companies Act, 2013.

NAME OF THE DIRECTORS	CATEGORY	MEETINGS HELD DURING THE TENURE OF THE DIRECTORS	MEETINGS ATTENDED	NO.OF COMMITTEE/ MEMBERSHIP IN WHICH HE / SHE IS A MEMBER & CHAIRMAN
MR. MITESHKUMAR C. GANDHI	MANAGING DIRECTOR	9	8	NONE
MR.ASHISHKUMAR C.GANDHI	WHOLE-TIME DIRECTOR	9	9	NONE
MRS. KOMAL M. GANDHI	WHOLE-TIME DIRECTOR	9	9	NONE
MS. VRUSHA PATEL	INDEPENDENT DIRECTOR	7	5	CHAIRMAN OF THREE COMMITTEES
MR. DHANIK J. MEHTA	INDEPENDENT DIRECTOR	7	5	MEMBER OF THREE COMMITTEES
MR. AKHILBHAI S. SHAH	INDEPENDENT DIRECTOR	7	5	MEMBER OF THREE COMMITTEES

12. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of Company was constituted by the Board of the Company on 5^th January, 2018 in accordance with the provisions of Section 177 of the Companies Act, 2013 and rules made there under. The board hereby discloses the Composition of the audit Committee and other relevant matter as under. terms are annexed to Annexure-II

SR.NO	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1	MS.VRUSHA PATEL	CHAIRMAN	INDEPENDENT DIRECTOR
2	MR.DHANIK J.MEHTA	MEMBER	INDEPENDENT DIRECTOR
3	MR.AKHIL S.SHAH	MEMBER	INDEPENDENT DIRECTOR

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, The Board of Directors of the Company had accepted all the recommendations of the Committee.

13. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was Constituted by the board of the Company on 5^th January, 2018.

As on the date of this report, The Committee comprises of the following Members:

SR.NO	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1	MS.VRUSHA PATEL	CHAIRMAN	INDEPENDENT DIRECTOR
2	MR.DHANIK J.MEHTA	MEMBER	INDEPENDENT DIRECTOR
3	MR.AKHIL S.SHAH	MEMBER	INDEPENDENT DIRECTOR

The board has in accordance with the provisions of Sub -Section (3) of Section 178 of the Companies Act,2013 Formulated the policy setting out the criteria for determining qualifications ,positive attributes, Independence of a director and Policy relating to remuneration for Directors , Key-Managerial Personnel and other employees. The said policy is furnished in Annexure Ili” and is attached to this Report.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted by the board of the

Company on 5^th January, 2018.

The Stakeholders Relationship Committee comprises of the following members:

As on the date of this report, The Committee comprises of the following Members:

The said policy is furnished in Annexure IV” and is attached to this Report.

SR.NO	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1	MS.VRUSHA PATEL	CHAIRMAN	INDEPENDENT DIRECTOR
2	MR.DHANIK J.MEHTA	MEMBER	INDEPENDENT DIRECTOR
3	MR.AKHIL S.SHAH	MEMBER	INDEPENDENT DIRECTOR

Details of Investor’s Grievances’ / Complaints during the year. The Pending Complaints of the share-holders/Investors registered with SEBI at the end of the Current financial year ended on 31^st March, 2018 are NIL.

15. BOARD EVALUATION:

Pursuant to the Provisions of the Companies Act, 2013 and As per the Provisions of SEBI (LODR) Regulations, 2015, The Board has carried out an Annual performance evaluation of its own performance , The Directors individually as well as the evaluation of the working of its own performance .

16. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Vrusha A. Patel, Mr. Dhanik J. Mehta & Mr. Akhil Shah, Independent Directors of the Company have given their respective declaration as required under section 149(7) of the Companies Act, 2013 to the effect that they meet the Criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Board has taken on record the declarations received from Ms. Vrusha Patel, Mr. Dhanik Mehta and Mr. Akhil Shah.

17. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee , framed a policy for Selection, Appointment and remuneration of Directors and Key Managerial Personnel , Including Criteria for determining qualifications, positive Attributes, and Independence of Directors.

18. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIERIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

At the end of the financial year under review none of Company have become or ceased to be Subsidiaries, Joint ventures or Associate Companies.

19. AUDITORS:

a) STATUTORY AUDITOR:

M/S Singhi&Co. (Firm Registration Number 302049E), Chartered Accountants, Ahmedabad have been Appointed as Statutory Auditor of the Company up to the General meeting from the last Extra-Ordinary General meeting held on 16^th July, 2018 .The members are requested to Consider the matter of Appointment of Statutory Auditor and also Fix their Remuneration.

(a) AUDITOR’S REPORT

The Report given by the Auditors on the Financial Statements of the Company is part of the Annual Report. The notes to the Accounts referred to in the Auditors’ Report are Self-Explanatory and therefore do not call for any further comments.

There has been no Qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. Vickey Patel, Practicing Company Secretary of M/S Vickey Patel & Associates, Ahmedabad has been appointed as a Secretarial Auditor of the Company in the meeting of the Board of Directors held on 14^th June, 2018. As Our Company Was not listed as on 31stmarch,2018 So, Secretarial Audit is not applicable to our Company.

20. VIGIL MICHANISM:

In Pursuant to the Provisions of Section 177 (9) & (10) of the Companies Act, 2013 , A Vigil Mechanism for directors and Employees to report genuine concerns has been established and Chairman of Audit committee is responsible for issue pertaining the same.

21. EXTRACT OF ANNUAL RETURN:

As required Pursuant to the Sections 92(3) of the Companies Act,2013 and rule 12(1) of the Companies ( Management and Administration ) Rules, 2014, an Extract of annual return in MGT-9 as a part of this Annual Report as Annexure V.

22. INTERNAL CONTROL SYSTEMS:

The Company’s Internal Control Systems are adequate and Commensurate with the nature and Size of the Company and it ensures:

- Timely and accurate financial reporting in Accordance with Applicable accounting standard.

- Optimum Utilization, Efficient monitoring, timely maintenance and safety of its assets.

- Compliance with applicable laws, regulations and management policies

23. DEPOSITS

The Company has neither accepted/invited any Deposits u/s 73 to 76 of the Companies Act, 2013 during the Period.

24. PARTICULARS OF LOANS, GUARANTTEES, ADVANCES OR INVESTMENTS MADE UNDER SACTION 186 OF THE COMPANIES ACT-2013

There are no Loans or Advances and Investments are made as per section 186 of the companies Act, 2013. Hence it is not applicable.

25. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

The Company has entered in to any material Contract or Arrangements with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013. Transactions with related parties as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial Statements. Form AOC-2 is enclosed in Annexure-IV Of this Report.

26. DISCLOSURES UNDER SEXUAL HARESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

There was no case filed during the year, under the Sexual Harassments of Women at Workplace (Prevention, Prohibition & Redresser) Act, 2013. Further company ensures that there is a healthy and safe atmosphere for every women Employee at the Workplace.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY:

I. Steps taken / Impact on Conservation of Energy: N.A.

II. Steps taken by the company for Utilizing alternate resources of Energy Including Waste --generated:-N.A.

III. Capital Investment on Energy Conservation equipment: N.A.

b) TECHNOLOGY ABSORPTION:*

I. The Efforts made towards technology absorption: N.A.

II. The benefits derived like Product improvement, Cost reduction, product development or import Substitution: N.A.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial year):N.A.

Your Company is in to the business of manufacturing of Chemicals, So, In the manufacturing there is a technology Absorption.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO (AMOUNT IN RS.)

FOREIGN EXCHANGE EARNINGS: RS.294068992/-FOREIGN EXCHANGE OUTGO: NIL

28. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3)(C) and (5) of the Companies Act,2013, It is hereby Confirmed:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

- That the directors have Selected Such accounting policies and applied them Consistently and made Judgments & 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 financial year and the Profit or loss of the Company for the period ended 31.3.2018.

- That the directors had taken Proper Care for the maintenance of adequate accounting records in Accordance with the Companies Act,2013, for Safeguarding the Assets of the Company and for preventing and Detecting fraud and Other irregularities;

- That the Directors have prepared the Annual accounts on a going concern basis.

- That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

- That the Directors had devised proper systems were and operating effectively.

29. CORPORATE GOVERNANCE:

Your Company has been Complying with the principles of Good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulations 15 (2) of the SEBI (LODR) Regulations 2015, the Compliance with Corporate governance provisions as Specified in regulations 17 to 27 and Clauses (b) to (i) of Regulations and Para C,D and E of Schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange. Therefore, the Corporate Governance Report is not Applicable on the Company and therefore not Provided by the board.

30.INVESTOR EDUCATION AND PROTECTION FUND:

There were no amounts required to be transferred, to the Investor Education and protection Fund by the Company during the year.

31.CORPORATE SOCIAL RESPONSIBILTY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

32. COST AUDIT:

During the year under review, Cost audit was not Applicable to the Company.

33.APPRECIATION AND ACKNOWLEDGEMENT:

Your directors express their sincere gratitude for the Assistance and Co-operation extended by the Customers , Various Government , Semi-Government and local Authorities, Suppliers, Share-holders , Business Association,.

Your directors also wish to place on record their deep appreciation for the dedication & hard work put by the Employees at all levels towards the growth of the Company. Last but not the least, the board of directors wish to thank the Investors/Shareholders for their Support, Co-Operation and faith in the Company.

For, Mahickra Chemicals Limited

Registered office:

Plot No.1209, Phase-3, G.I.D.C. Vatva, Sd/-

Ahmedabad-382445.Gujarat Ashishkumar C. Gandhi

Whole Time Director

Date: 31/08/2018

Place: Ahmedabad